To The Members Mesco Pharmaceuticals Ltd
Your Directors are pleased to present 34thAnnual Report and the Statement ofAccounts for the financial year ended on March 31 2020
1. FINANCIAL HIGHLIGHTS
|Particulars ||2019-20 ||2018-19 |
|Revenue from operations ||- ||- |
|Other Income ||- ||- |
|Profit/(Loss) before Tax ||(983321) ||(4098033) |
|Tax Expenses: || || |
|Current Tax ||- ||- |
|Earlier Years ||- ||- |
|Profit/(Loss) after Tax ||(983321) ||(4098033) |
|Transfer to General Reserve ||- ||- |
|Reserves and surpluses ||(307513347) ||(306530025) |
|Earnings per share ||(0.05) ||(0.20) |
2. COMPANY PERFORMANCE/ STATEMENT OF COMPANY'S AFFAIR
During the year under review there was no operation of business in the Company.
Directors have not recommended any dividend for the financial year ended on 31stMarch 2020.
4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
5. REPORT ON SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no subsidiaries associates and joint ventures companies.
6. SHARE CAPITAL
During the year under review the paid up Equity Share Capital as on 31stMarch 2020 is Rs.197381000 divided into 1 9155600 equity shares of Rs 10 each fullypaid up and 1165000 equity shares of Rs 5 each partly paid up. During the year underreview the Company has not issued any shares. The Company has not issued shares withdifferential voting rights. It has neither issued employee stock options nor sweat equityshares and does not have any scheme to fund its employees to purchase the shares of theCompany.
7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Hawa Singh Chahar was appointed at the post ofDirector by the Circular Resolution dated 21.06.2019 passed by the majority of Board ofDirectors. The office of Mr. Hawa Singh Chahar was also regularized in the previous AnnualGeneral Meeting for the year 201 8-1 9.
Further Mr. S C Seth had resigned from the post of director w.e.f. 01.04.2019 due theSEBI Circular pursuant to which any director who is more than an age of 75years would notbe appointed as well as cannot continue to act as a director unless a prior SpecialResolution has been passed.
Mr. Rajeev Moudgil due to his personal reasons had also tendered his resignation fromthe post of Director of the company w.e.f. 27.04. 201 9 which was duly noted in the BoardMeeting held on same date.
Board Members in their meeting held on 27th April 2019 had appointed Mr.Sameer Singh as Managing Director of the company w.e.f 27.04. 2019 subject toshareholders approval in the Annual General Meeting which was duly passed by theshareholders. Further in the Board meeting held on 28th May 2020 Mr. VarinderPrakash was appointed as Additional Director (Independent Non-Executive) subject toapproval of shareholder in the ensuing Annual General Meeting.
In the Board Meeting held on 31st July 2020 Mr. Sameer Singh- ManagingDirector and Mr. Varinder Prakash- Independent Director had resigned from their respectiveposts with closure of business hours of 31st July 2020. In the same meetingMr. Dhruv Singh was appointed as a Chief Executive Officer of the Company as well asAdditional Director of the Company upto the date of Annual General Meeting subject toregularization by Board of Directors.
8. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Directors are regularly informed during meetings of the Board and Committees on theactivities of the Company its operations and issues faced by the pharmaceutical industry.
9. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In terms of Section 134 of the Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the Board has carried out the annual performance evaluation ofits own performance the Directors individually as well as the evaluation of the working ofits Audit Nomination and Remuneration and Stakeholders Relationship Committee. Elaboratedetails on the same are given in the Corporate Governance Report.
10. REMUNERATION POLICY
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and on remuneration ofDirectors KMP and other employees is uploaded in the website of the Companywww.mescopharma.com. During the year under review there was no change in the policy.
11. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2019-20 the board of Directors of the Company met 5 (Five)times i.e. 27th April 2019 28th May 2019 12th August2019 14th November 2019 and on 13th February 2020. The gapbetween two consecutive meetings did not exceed 120 (One hundred Twenty) days. Further aseparate Meeting of the Independent Directors of the Company was also held on 13thFebruary 2020.
12. AUDIT COMMITTEE
The composition terms of reference etc. of the Audit Committee is provided inCorporate Governance Report which forms part of this Annual Report. There have been noinstances of non-acceptance of any recommendations of the Audit Committee by the Boardduring the Financial Year under review.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition terms of reference etc. of the Stakeholders Relationship Committee isprovided in Corporate Governance Report which forms part of this Annual Report.
14. NOMINATION AND REMUNERATION COMMITTEE
The composition terms of reference etc. of the Nomination and Remuneration Committeeis provided in Corporate Governance Report which forms part of this Annual Report.
15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THECOMPANIES ACT 2013
With reference to Section 1 34(3)(h) of the Companies Act 2013 no contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year. Accordingly there are no
transactions that are required to be reported in form AOC-2. Your attention is drawn tothe Related Party disclosures set out in the Notes to the Financial Statements.
16. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided as a separateSection in the Annual Report which forms part of the Directors Report.
17. CORPORATE GOVERNANCE
In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 a Report on CorporateGovernance along with Compliance Certificate issued by Statutory Auditors of the Companyis provided as a separate Section in the Annual Report which forms integral part of thisReport (hereinafter "Corporate Governance Report).
18. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is uploaded in the website of the Company atwww.mescopharma.com
19. STATUTORY AUDITORS AND THEIR REPORT
M/s Sangram Paul & Co. Chartered Accountants Bhubaneswar (Registration No.308001E) were appointed as Statutory Auditors by the members of the company for FiveYears in the 31st AGM held on 30th September 201 7.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report areself-explanatory.
20. COST AUDITORS AND THEIR REPORT
As per Section 148 of the Companies Act 2013 read with Rules framed thereundermaintenance of cost records is not required by the Company and accordingly such accountsand records are not made and maintained.
21. SECRETARIAL AUDITORS
Your Board during the year appointed Mr. Robinderpal Singh Batth to conductsecretarial audit of the Company for the financial year ended 31st March 2020.The Report of Mr. Robinderpal Singh Batth in terms of Section 204 of the Act is providedin the Annexure-2 forming part of this Report. Given below is the management reply on theobservations made by the Secretarial Auditor in their report.
i. The company did not provided the e-voting facility to its shareholders in theGeneral Meeting held by the company during the Audit Period as required under Section 108of the Companies Act 2013 read with rule 20 of the Companies (Management andAdministration) Rules 2014.
ii. The promoter's shareholding of the Company is not in 100% Demat form.
i. Due to Financial constraints in the company the company is not in the position ofproviding e-voting facility to its members.
ii. The Management of the Company will take steps to de-mat the promoters shareholdingin the Company.
Annual Secretarial Compliance Report was also issued by Mr. Robinderpall Singh Batth.Practicing Company Secretary for the year ended 3 1 March 2020 which was duly filed withBSE Limited and a copy of same is available at BSE.
22. REPORTING OF FRAUD BY AUDITORS
During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(1 2) of the Act details of whichneeds to be mentioned in this Report.
23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Details of internal financial control and its adequacy in compliance with theprovisions of Rule 8 (5)(viii) of Companies (Accounts) Rules 2014 are included in theManagement Discussion and Analysis Report which forms part of this Report.
24. VIGIL MECHANISM POLICY
The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.
25. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
Particulars to be given as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure-1 respectively which forms part of thisreport.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
Pursuant to Section 134(3)(g) of the Companies Act 2013 details of Loans Guaranteesand Investments covered under the provisions of Section 1 86 of the Companies Act 201 3are provided in Notes to the Financial Statements.
27. DISCLOSURE ON DEPOSITS
The Company has neither accepted nor renewed any deposits during the Financial Year 2019-20 in terms of Chapter V of the Companies Act 201 3.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy & Technology Absorption: Since the Company is not engagedin any manufacturing activity issues relating to conservation of energy and technologyabsorption are not given.
b) Export Activities: There was no export activity in the Company during the year underreview.
c) Foreign Exchange Earnings and Outgo: The Income & Expenditure in foreignexchange is as under during the year under review:
|Foreign Exchange outgo ||:Rs. Nil (previous year Rs. Nil) |
|CIF Value of Imports ||: Rs. Nil (previous year Rs. Nil) |
|Foreign Exchange Earning ||: Rs. Nil (previous year Rs. Nil) |
29. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company-31st March 2020 and the date of this Report.
30. TRANSFER TO RESERVES
Your Board of Directors does not appropriate any amount to be transferred to GeneralReserves during the year under review.
31. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report. The Company does not have any subsidiaries and hence notrequired to publish Consolidated Financial Statements.
32. RETIRE BY ROTATION OF DIRECTOR
Pursuant to Sections 149 1 52 of the Companies Act 201 3 Mr. Dushyant Kumar Singh(DIN: 00091 1 93) Director of the Company will retire by rotation at the ensuing AGM andbeing eligible offer himself for re-appointment in accordance with the provisions of theCompanies Act 201 3. The information on the particulars of Director eligible forappointment in terms of Regulation 36 of SEBI (LODR) Regulations 2015 and SecretarialStandard-2 issued by ICSI has been provided in the notes to the notice convening theAnnual General Meeting. Your Directors recommend his re-appointment.
33. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 that they meets the criteria of Independence laid downin Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (LODR)Regulations 2015.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company doesn't fall under the preview of Section 1 35 of the Companies Act 2013in relation to Corporate Social Responsibility for the financial year 201 9-20.
35. RISK MANAGEMENT POLICY
In terms of the requirement of the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015 the Company has developed and implemented a risk managementpolicy which identifies major risks which may threaten the existence of the Company. Thesame has also been adopted by your Board. It establishes various levels of accountabilityand overview within the Company while vesting identified managers with responsibility foreach significant risk. The Company has laid down procedures to inform the Audit Committeeas well as the Board of Directors about risk assessment and management procedures andstatus.
36. PREVENTION OF SEXUAL HARASSMENT
At Mesco Pharmaceuticals Ltd all employees are of equal value. There is nodiscrimination between individuals at any point on the basis of race color genderreligion political opinion national extraction social origin sexual orientation orage.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.
We further confirm that the company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 201 3
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by anyregulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.
38. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
39. COMPLIANCES WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standardsi.e. SS-1 (Meetings of theBoard of Directors) SS-2 GeneralMeetings) and SS-4 (Report of the Board of Directors)respectively have been duly followed by the Company.
Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.
| ||By order of the board |
| ||For Mesco Pharmaceuticals Ltd |
|Date: 31.07.2020 || |
|Place: New Delhi ||Dhruv Singh |
| ||DIN:02983286 |
| ||Director & CEO |