The Members of Avon Lifesciences Limited
Your Directors are pleased to present their Report on your Company's operations alongwith the Audited financial statements for the financial year ended on 31st March 2019.
summary of standalone financial results
| || ||(Rs. in Lakhs) |
| ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Total Income ||3.39 ||3.98 |
|EBITDA/ (LBITDA) ||(168.54) ||(298.12) |
|PROFIT/ (LOSS) BEFORE TAX ||(2445.95) ||(2392.42) |
|PROFIT/ (LOSS) AFTER TAX ||(2445.95) ||(2392.42) |
|EARNINGS/(LOSS) PER SHARE (EPS)(IN RS.) ||(10.27) ||(10.04) |
In view of loss incurred during the year under review your Directors do not recommendany divided on Equity Shares.
There was no operational activity during the year under review. The operationalactivities at the plant of the Company could not be resumed for operations owing tocertain regulatory clearances still required. The Management is following up withauthorities inorder to enable restart of operations
The company is presently developing APIs( Active Pharmaceutical Ingredients) in varioustherapeutic segments to be soon commercialized at its Solapur site. The company wouldapproach the State FDA Authorities for relevant licenses and permissions for manufacturingthe new APIs. The company continues to hold a valid Establishment Inspection Report issuedby the USFDA in 2016
The Company continues to operate only in one segment i.e. pharmaceuticals and there isno change in the nature of business of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review is provided ina separate section of this Annual Report and form a part of the Board's Report.
subsidiary joint venture and associate companies
Details regarding subsidiary/ associate Company or joint venture as given in Form MGT -9
directors & KMP
Board of Directors as of 31.03.2019
|Mr. Ajit Kamath ||:Non-Executive Chairman |
|Mr. Rajendra Kaimal ||: Non-Executive Director |
|Dr. Sunil Pitroda ||: Non-Executive Independent Director |
|Mr. Abhishek Buddhadev ||: Non-Executive Independent Director |
|Ms. Urja Shah ||: Non-Executive Independent Director & Women Director |
In accordance with the provisions of section 152(6) of the Companies Act 2013("the Act") and Articles of Association of the Company Mr. Rajendra Kaimal(DIN: 00032839) is liable to retire by rotation at the ensuing Annual General Meeting(AGM) and offers himself for re-appointment. The Board recommends his re-appointment.
Mr. Palak Shah (DIN: 03392059) resigned as Independent Director of the Company w.e.f27th December 2018.
Ms. Urja Shah was appointed as additional Independent and Women Director of theCompany w.e.f 27th December 2018.
Mr. Jignesh Patel was appointed as Company Secretary & Compliance Officer of theCompany w.e.f. 27th December 2018.
Brief profiles of the Directors seeking appointment or reappointment are included in aseparate "Annexure B".
a. Board meetings
The Board met 5 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
b. Evaluation of Board Committees and Directors
The Board has carried out the annual evaluation of its own performance and of each ofthe directors individually. The manner in which the evaluation has been carried out hasbeen explained in detail in the Corporate Governance Report which forms part of thisAnnual Report.
c. Policy on appointment and remuneration of Directors
The Company has formulated criteria for determining Qualifications AbilitiesExperience and Independence of a Director as also a Policy for remuneration of DirectorsKey managerial Personnel and senior management.
The Company's policy on programmes and measures to familiarize Independent Directorsabout the Company its business updates and development includes various measures viz.issue of appointment letters containing terms duties etc.
a. statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. N G Jain & Co Chartered Accountants (Registration No. 103941W) were appointedas statutory auditors of the Company from the conclusion of the twenty-forth annualgeneral meeting (AGM) of the Company held on 31st March 2018 till the conclusion of thetwenty-ninth AGM to be held in the year 2022 subject to ratification of their appointmentat every AGM.
c. secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. MehulPitroda of M. S. Pitroda & Co. Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure C" comments of the Secretarial Auditor in their report are selfexplanatory.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has a proper and adequate Internal Financial Control System to ensure thatall assets are safeguarded and protected against loss from unauthorized use or dispositionand the transactions are authorized recorded and reported correctly.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a whistle blower policy with a view to provide a vigilmechanism for the directors and employees of the company to report instances of unethicalbehavior fraud or mismanagement.
RISK MANAGEMENT POLICY
In accordance with Section 134(3) (n) of the Act the Company has framed a RiskManagement Policy to identify and assess the key risk areas. Your Board has identified anyelement of risk which may threaten the existence of the Company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required.
None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than sitting fees payable (if any) to them.
INFORMATION ON EMPLOYEES
Information on particulars of employees' remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be nil as there are no employees who arein receipt of remuneration above the prescribed limit.
The ratio of remuneration of each director to the median employee's remuneration andother details in terms of Sub - Section 12 of Section 197 of the Companies Act 2013 readwith Rule 5 (1) of the Companies Appointment and Remuneration of Managerial Personnel)Rules 2014 are not applicable as the Directors did not draw and remuneration from theCompany for the Financial Year 2018-19.
LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments covered under applicable provisions ofsection 186 of the Act are given in the notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Act read with CSR Rules the Companyhas formed a CSR committee. However due to no operational activity and losses incurred bythe Company during the year under review and the previous financial year the Company didnot undertake any CSR activity.
The Company has not accepted any deposits from the public and there are no outstandingdeposits from the public as on 31st March 2019.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form MGT - 9 is annexed herewith as "AnnexureD"
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in the Financial Statements have beenselected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of the loss of the Company for the year ended on thatdate;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 of the Act read with the Companies(Accounts) Rules 2014 is given as "Annexure A" and forms part of this report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND DETAILS OF SIGNIFICANT ANDMATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are few legal matters//litigations ongoing which have been filed against thecompany and its Directors during last few years. The Company through theirCounsels/lawyers is getting represented for defending its position.
OTHER INFORMATION / DISCLOSURES
The Company has in place a policy against sexual harassment at work place in line withthe requirements of the concern statute. There was no complaint received during the yearnor there are any pending complaints which need to be redressed.
Further in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 datedFebruary 8 2019 issued by SEBI the Company has obtained the Annual SecretarialCompliance Report thereby confirming compliance of the applicable SEBI Regulations andcirculars /guidelines issued thereunder on behalf of the Company.
A Certificate has been obtained from M/s Yogesh Patel & Associates PracticingCompany Secretaries that none of the Directors on the Board of the Company has beendebarred or disqualified from being appointed or continuing as Directors of Companies bythe Securities Exchange Board of India / Ministry of Corporate Affairs or any suchStatutory Authority.
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 is annexed with the report.
GRATITUDE & ACKNOWLEDGMENTS
Your directors wish to place on record their sincere thanks and appreciation to all ourcustomers suppliers banks authorities members and associates for their co-operationand support at all times and to all our employees for their unstinted contribution to theCompany's business and look forward to continued support.
| ||For and on behalf of the Board of Directors |
| ||AVON LIFEsCIENCEs LIMITED |
| ||sd/- |
| ||Ajit Kamath |
|Mumbai ||Chairman |
|30.05.2019 ||DIN:00032799 |