We have pleasure in presenting the Twenty- Eighth Annual Reporttogether with the Audited Financial Statement for the year ended on 31 March 2021.
Rs in Lacs
| ||For the year ended 31.03.2021 ||For the year ended 31.03.2020 |
|Turnover & other incomes ||1426.26 ||1499.46 |
|Operating gross profit ||123.15 ||92.56 |
|Financial Charges ||(3.16) ||(3.47) |
|Depreciation ||(14.61) ||(17.75) |
|Profit before tax & after exceptional items ||105.37 ||71.34 |
|Provision for Income Tax ||(23.00) ||(17.50) |
|Provision for Deferred Tax ||0.59 ||0.87 |
|Net profit / loss (-) ||82.96 ||54.17 |
REVIEW OF BUSINESS OPERATIONS & FINANCIAL ERFORMANCE
The Board is pleased to report that despite the COVID-19 pandemic andthe consequent lockdowns and other challenges the total revenues of the company have onlyslightly gone down by 4.88% from ` 1499.46 lakh in the previous year to ` 1426.26 lakhduring the year under review. This was possible due to increase in export sales of thecompany which compensated for the decline in domestic sales of the company on account ofCOVID-19.
Despite the slight dip in total revenues the operating profits of thecompany has gone up from ` 92.56 lakh in the previous year to ` 123.15 lakh duringthe year under review an increase of nearly 33%. This was mainly due to higher salesrealisation for the Company's products and higher income from investments.
The increased operating profits have led to an increase in the NetProfits of the company to ` 82.96 lakh in the year under review compared to ` 54.71lakh in the previous year an increase of 51.64%.
The Board is pleased to report that this is the highest ever net profitearned by the company.
IMPACT OF COVID-19 & FUTURE OUTLOOK
The COVID-19 pandemic has greatly affected the economic scenario in thecountry and around the world. The Company's products - Bulk Drugs / Medicines ~ weredeclared as "Essential Commodities" by the Govt. of India and consequently thefactory was permitted to operate throughout the lockdown during the year under review.Despite this due to migration of labour lack of raw materials non-availability of goodstransport problems in movement of staff and labour the operations of the Company wereimpacted to some extent. However the Company had better margins and higher net profitsduring the year under review.
While the situation had largely normalized the 2 wave of COVID-19during the 1 quarter of the current year is likely to again impact the operations andrevenues of the Company. Thus the ongoing pandemic is likely to have some impact on thebusiness of the Company during the current year; but it is difcult to quantify or estimatethe same presently. However it must be mentioned that the Company has no liquidityconcerns and has adequate funds to meet all its statutory and other financialobligations. During the year under review the Govt. of India had given some relaxation tothe API industry in the procedure to be adopted for obtaining Environmental Clearances(EC). Taking advantage of the scheme your Company has applied for the same during theyear under review. The Company is hopeful of being granted the same during the currentyear. On obtaining the EC and other local Consents the Company would be in a position toadd new products to its portfolio and / or manufacture additional quantities of products.This would help the company to achieve better growth in its revenues in the long term.
There is no change in share capital during the year. The AuthorisedCapital of the Company as on the date of balance sheet is ` 35000000/- (Rupees ThreeCrores Fifty Lakhs Only) divided in to 3500000 Equity share of ` 10/- each. The Paid upCapital of the Company is ` 29903000/- (Rupees Two Crores Ninty Nine Lakhs ThreeThousand Only) divided in to 2990300 Equity share of ` 10/- each.
Keeping in view the future strategic initiatives of the Company theBoard has not recommended any dividend for the year ended 31 March 2021.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate and effective internal controls to providereasonable assurance on achievement of its operational compliance and reportingobjectives. The Company has reviewed and discussed with the Management the Company's majorfinancial risk exposures 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 AssociateCompany.
During the year ended March 31 2021 the Company has not accepted anypublic deposits and as such no amount on account of principal or interest on publicdeposits were outstanding as on the date of the Balance Sheet.
EXTRACT OFTHE ANNUAL RETURN
The extract of the annual return in Form No.MGT 9 shall form part ofthe Board's report and is set out as Annexure A to this Report.
DISCLOSURES RELATING TO MANAGERIAL REMUNERATION
The information required under Section 197 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors / employees of your Company is set out in Annexure B to thisreport. Company does not have any employee who was in receipt of remuneration in excessof limits specified in the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Pursuant to the provisions of Section 139 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Audit and Auditors)Rules 2014 including any amendments if any thereof Company appoints M/s Jaymin Shah& Associates Chartered Accountants (FRN: 129406W) as Statutory Auditors of theCompany for the period of one year i.e. from the conclusion of this (28 )
AGM till the conclusion of next (29 ) AGM of the Company. The Auditors'Report on the financial statements for the financial year 2020-21 does not contain anyqualication reservation or adverse remarks. The remarks made in the Auditors' report areself explanatory.
A Secretarial Audit Report given by Ms. Meenu Maheshwari PracticingCompany Secretary [COP No. 8953] is set out as Annexure C and Certificate of Nondisqualification of Directors as Annexure D to this Report. The Secretarial AuditReport does not contain any qualication reservation or adverse remark or disclaimer.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THEYEAR
During the year under review 5 (Five) meetings of the Board ofDirectors were held. Details on Composition of the Board and its Committees including thedates and terms of reference is provided in the Corporate Governance Report which formspart of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS
There are no such material changes and commitments affecting thefinancial position of the Company which has occurred between the end of the financial yearended on March 31 2021 and the date of report.
PARTICULARS OF EMPLOYEE
There are no employees employed by the Company throughout the financialyear or for a part of the financial year who were drawing remuneration above the limitsprovided in section 197 (12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thereforethere are no details required to be given in the report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) Mr. Jagdishprasad Agrawal (DIN: 01031687): The present termof Mr. Jagdishprasad Agrawal expires on 30 September 2021. It is therefore proposed toreappoint Mr. Jagdishprasad Agrawal as Managing Director of the Company for a furtherperiod of three years with effect from 1 October 2021 under Schedule V of the CompaniesAct.
(b) Mrs. Abha Agrawal (DIN: 01589479) retires by rotation and beingeligible has offered herself for re-appointment. The Board has recommended herre-appointment.
(c) Mr. Prakash Rastogi (DIN: 00110862) resigned as a Director duringthe year under review due to personal reasons. The Board at its meeting held on 30 June2020 accepted his resignation. The Board was appreciative of his contribution and guidanceto the Company during his tenure.
(d) Declaration by an Independent Director(s): A declaration by anIndependent Directors that they meet the criteria of independence as provided insub-section (7) of Section 149 of the Companies Act 2013 has been received andthere has been no change in the circumstances affecting their status as IndependentDirectors of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013. The details of the investments madeby company are given 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 theCompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto shall bedisclosed in Form No. AOC-2. However Company has not entered in any transaction attractingprovision of Section 188 of Companies Act 2013. Hence AOC-2 is not required to beattached.
DIRECTOR RESPONSIBILITY STATEMENT:
Your Directors confirm: i. In the preparation of annual accounts theapplicable accounting standards have been followed; ii. The Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year ended 31st March 2021 and of the profit ofthe Company for the financial year ended 31 March 2021; iii. The Directors had takenproper and sufcient care for the maintenance of adequate accounting records in accordancewith the provisions of Companies Act 2013 for safeguarding the assets of the Company forpreventing and detecting fraud and other irregularities; iv. The Directors have preparedthe annual accounts on a going concern basis. v. They have laid down internal financialcontrols which are adequate and are operating effectively: vi. The Directors have devisedproper system to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a riskmanagement policy for the Company including identication therein of elements of risk ifany this in the opinion of the Board may threaten the existence of the company.
The Board of Directors has duly developed and implemented a riskmanagement policy for the company. The Policy mandates the ways in which respective risksare expected to be mitigated and monitored.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for Board Members and forSenior Management and Employees of the Company (ACode@). All the Board Members and SeniorManagement Personnel have afr med compliance with these Codes. A declaration signed by theManaging Director to this effect is enclosed at the end of this Report.
The Board has also laid down a Code of Conduct for IndependentDirectors pursuant to section 149(8) and Schedule IV to the Companies Act 2013 via termsand conditions for appointment of Independent Directors which is a guide to professionalconduct for Independent Directors and is uploaded on the website of the Company.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activitiesand has put in implementation of a mechanism wherein the Employees are free to reportillegal or unethical behavior actual or suspected fraud or violation of the Company'sCodes of Conduct or Corporate Governance Policies or any improper activity to the Chairmanof the Audit Committee of the Company or Chairman of the Company or the Compliance Officer. The Whistle Blower Policy has been appropriately communicated within the Company. Underthe Whistle Blower Policy the condentiality of those reporting violation(s) isprofitected and they are not subject to any discriminatory practices. No personnel havebeen denied access to the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL ACT 2013)
The Company has been employing about one woman employee. The Companyhas in place an Anti harassment Policy in line with the requirements of the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee is set up to redress complaints received regularly ismonitored and directly report to the Chairman & Managing Director. There was nocomplaint received from employee during the financial year 2020-21 and hence no complaintis outstanding as on 31.03.2021for redressal.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant/material orders passed by the Regulators orCourts or Tribunals impacting the going Concern status of your Company and its operationsin future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO
The statement containing the necessary information required underSection 134 of the Companies Act 2013 read With Rule 8(3) of the Companies (Accounts)Rules 2014 [Chapter IX] is annexed herewith as Annexure E.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis for the year under review asstipulated in SEBI (LODR) 2015 is presented in a separate section forming part of thisAnnual Report.
Provisions of Regulation 27 of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 relating to Corporate Governance are notapplicable to the Company. However with a view to increase investors' trust andtransparency in its operations the Board has decided to voluntarily adopt and follow someof the provisions of the aforesaid regulations. A separate Report on Corporate Governanceforms part of this Annual Report.
The Directors place on record deep appreciation and gratitude for theco-operation and assistance received by the Company from the staff and employees. TheBoard further thanks bankers business associates regulatory and government authoritiesfor their continued support to the Company.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: Ahmedabad ||Jagdish Agrawal |
|Dated: 30 June 2021 ||Managing Director |