We have pleasure in presenting the Twenty- Seventh Annual
Report together with the Audited Accounts of your Company for the year ended on 31March-2020.
Rs. in Lacs
| ||For the year ended 31.03.2020 ||For the year ended 31.03.2019 |
|Turnover & other incomes ||1499.46 ||925.05 |
|Operating gross Profit ||92.56 ||67.94 |
|Financial Charges ||(3.47) ||(6.06) |
|Depreciation ||(17.75) ||(15.59) |
|Profit before tax & after exceptional items ||71.34 ||46.29 |
|Provision for Income Tax ||(17.50) ||(11.50) |
|Provision for Deferred Tax ||0.87 ||0.37 |
|Net profit / loss (-) ||54.71 ||35.16 |
With a view to consolidate the financial position of the Company the Board has notrecommended any dividend for the year under review.
BUSINESS OPERATIONS & FINANCIAL PERFORMANCE
The Board is pleased to report that the company has clocked its highest ever turnoverduring the year under review. The total revenues of the company increased from Rs. 925.05lakh in the previous year to Rs. 1499.46 lakh in the year under review an year on yearincrease of nearly 62%. The increase was partly on account of newer products introduced bythe company.
The increase in revenues led to higher operating profits for the company. The companywas able to improve its operating profits from Rs. 67.94 lakh in the previous year to Rs.92.56 lakh during the year under review mainly due to higher selling prices for itsproducts. The company also recorded its highest ever net Profit. During the year underreview the net profits of the company improved to Rs. 54.71 lakh compared to profit ofRs. 35.16 lakh in the previous year.
IMPACT OF COVID-19 & FUTURE OUTLOOK
The COVID-19 pandemic has greatly affected the economic scenario in the country andaround the world. The Company's products - Bulk Drugs / Medicines ~ were declared as"Essential Commodities" by the Govt. of India and consequently the factory waspermitted to operate throughout the lockdown period. Despite this due to migration oflabour lack of raw materials non-availability of goods transport problems in movementof staff and labour the operations of the Company were impacted and the factory wasoperational at around 35% capacity. Now that some of the lockdown restrictions have beeneased the operations have improved but complete nomalisation may take some more time.There is no end in sight to the pandemic so far. Thus the ongoing pandemic is likely tohave some impact on the business of the Company during the current year; but it is difcult to quantify or estimate the same presently. However it must be mentioned that theCompany has no liquidity concerns and has adequate funds to meet all its statutory andother financial obligations.
There is though a silver lining due to the COVID-19 pandemic the Govt. of India hasrealized the importance of API industry and decided to reduce dependence on China for APIsby supporting and encouraging domestic API industry. The Govt. of India is likely to comeup with various schemes to promote / encourage domestic API industry. The Board is hopefulthat such policies as and when declared would help the company in the long term.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has adequate and effective internal controls to provide reasonableassurance on achievement of its operational compliance and reporting objectives. TheCompany has reviewed and discussed with the Management the Company's major financial riskexposures and taken steps to monitor and control such exposure.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Your Company does not have any Subsidiary or Joint Venture or
During the year ended March 31 2020 the Company has not accepted any public depositsand as such no amount on account of principal or interest on public deposits wasoutstanding as on the date of the Balance Sheet.
The Company in its last annual general meeting had appointed M/s. Jaymin Shah &Associates Chartered Accountants (FRN : 129406W) as Statutory Auditors of the company forthe year ended March 31 2020.
The Auditors' Report on the financial statements for the financial year 2019-20 doesnot contain any qualification reservation or adverse remarks. The remarks made in theAuditors' report are self explanatory.
For the financial year 2020-21 it is proposed to re-appoint M/s Jaymin Shah &Associates Chartered Accountants as Statutory Auditors of the Company pursuant to theprovisions of Section 139 and other applicable provisions if any of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 including any amendmentsif any thereof.
The paid up capital of the Company is ` 29903000/-. Your Company has not issued anykind of Shares during the financial Year ending on 31st March 2020.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No.MGT 9 shall form part of the Board's reportand is set out as Annexure A to this Report.
PARTICULARS OF EMPLOYEE
There are no employees employed by the Company throughout the financial year or for apart of the financial year who were drawing remuneration above the limits provided insection 197 (12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and therefore there areno details required to be given in the report.
(a) Mrs. Abha Agrawal (DIN : 01589479) retires by rotation and being eligible hasoffered herself for reappointment. The Board has recommended her re-appointment.
(b) Mr. Arvind Sapkal(DIN: 08607096) was appointed as Additional Director in thecategory of Independent Non-Executive Director subject to approval of members at generalmeeting for a 5 year period from November 12 2019 to November 11 2024. His appointmentis to be approved by the members. The Board recommends his appointment.
(c) Dr. S. K. Agrawal (DIN: 00808820) resigned as an Independent Director duringthe year under review due to personal reasons. The Board at its meeting held on November12 2019 accepted his resignation. The Board was appreciative of his contribution andguidance to the Company during his tenure.
Declaration by an Independent Director(s) and re- appointment if any: A declaration byan Independent Directors that they meet the criteria of independence as provided insub-section (7) of Section 149 of the Companies Act . 2013 has been received and taken onnote.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities and has put inimplementation of a mechanism wherein the Employees are free to report illegal orunethical behavior actual or suspected fraud or violation of the Company's Codes ofConduct or Corporate Governance Policies or any improper activity to the Chairman of theAudit Committee of the Company or Chairman of the Company or the Compliance Officer. TheWhistle Blower Policy has been appropriately communicated within the Company. Under theWhistle Blower Policy the confidentiality of those reporting violation(s) is protectedand they are not subject to any discriminatory practices. No personnel have been deniedaccess to the Audit Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. However your company has not entered in any transaction attractingprovision of Section 188 of Companies Act 2013. Hence AOC-2 is not required to beattached.
DISCLOSURES RELATING TO MANAGERIAL REMUNERATION
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors / employees of your Company is set out in Annexure B to this report. YourCompany does not have any employee who was in receipt of remuneration in excess of limitsspecified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
A Secretarial Audit Report given by Ms. Meenu Maheshwari a company secretary inpractice (C.P. No. 8953) is set out as Annexure C and Certificate of Non disqualication of Directors as Annexure D to this Report. The Secretarial Audit Report doesnot contain any quali cation reservation or adverse remark or disclaimer.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
The Board of Directors has duly developed and implemented a risk management policy forthe company.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for Board Members and for Senior Managementand Employees of the Company ("Code"). All the Board Members and SeniorManagement Personnel have af rmed compliance with these Codes. A declaration signed by theManaging Director to this effect is enclosed at the end of this Report. The Board has alsolaid down a Code of Conduct for Independent Directors pursuant to section 149(8) andSchedule IV to the Companies Act 2013 via terms and conditions for appointment ofIndependent Directors which is a guide to professional conduct for Independent Directorsand is uploaded on the website of the
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013)
The Company has been employing about one woman employee. The Company has in place anAnti harassment Policy in line with the requirements of the Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committeeis set up to redress complaints received regularly is monitored and directly report tothe Chairman & Managing Director. There was no complaint received from employee duringthe financial year 2019-20 and hence no complaint is outstanding as on 31.03.2020 forredressal.
DIRECTOR RESPONSIBILITY STATEMENT:
Your Directors confirm:
i. that in the preparation of annual accounts the applicable accounting standards havebeen followed;
ii. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2020 and of the profit of the Company for the year;
iii. that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company for preventing and detecting fraud and otherirregularities;
iv. That the Directors have prepared the annual accounts on a going concern basis.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going Concern status of your Company and its operations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The statement containing the necessary information required under Section 134 of theCompanies Act 2013 read With Rule 8(3) of the Companies (Accounts) Rules 2014 [ChapterIX] is annexed herewith as Annexure E.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis for the year under review as stipulated in SEBI(LODR) 2015 is presented in a separate section forming part of this Annual Report.
Provisions of Regulation 27 of the SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 relating to corporate governance are not applicable to theCompany. However with a view to increase investors' trust and transparency in itsoperations the Board has decided to voluntarily adopt and follow some of the provisionsof the aforesaid regulations. A separate Report on Corporate Governance forms part of thisAnnual Report.
We wish to place on record our deep appreciation of the co-operation and assistancereceived by the Company from the staff and employees. We further wish to thank our bankersfor their continued support to the Company.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: Ahmedabad ||Jagdish Agrawal |
|Dated: 30 June 2020 ||Managing Director |