The Directors of the Company pleased to present the Annual Report together with theAudited Accounts of your Company for the financial year ended 31st March 2020.
1. FINANCIAL RESULTS
(Rs in Lacs)
|PARTICULARS ||YEAR ENDED |
| ||31.03.2020 ||31.03.2019 |
|1. Sales ||27989.05 ||23092.89 |
|2. Profit before Interest & Depreciation ||5650.71 ||4551.95 |
|3. Interest ||654.60 ||520.46 |
|4. Depreciation ||145.26 ||144.66 |
|5. Profit Before Tax & Extra-ordinary items ||4850.85 ||3886.83 |
|6. Tax Provision (Net of Deferred Tax) ||(197.56) ||43.48 |
|7. Profit After Tax ||5048.41 ||3843.35 |
|8. Extra-Ordinary Items ||44.75 ||8.39 |
|9. Profit available for Appropriation ||5003.65 ||3834.95 |
|10 Balance carried to Balance Sheet ||5003.65 ||3834.95 |
2. COMPANY'S PERFORMANCE AND OPERATION.
Income from operations during the financial year ended 31st March 2020 wasat Rs 27989.05 Lacs as against Rs. 23092.89 Lacs representing an increase of approximately21.20 % over the previous year. Profit after Tax for the year under review amounted to Rs5003.65 Lacs as against Rs 3834.95 Lacs in the previous year representing an increase of30.47 %. The increase in profits during the year under review was on account of enhancedsales improved product mix and operational efficiencies.
In view of the proposed growth plan the Directors have not recommended any dividendfor the financial year 2019-20.
The company has not accepted any fixed deposits during the year under review.
5. SHARE CAPITAL.
The paid-up equity share capital as on 31st March 2020 was RS 190040000/- divided into19004000 equity shares of face value of 10/- each. There was no public issue rightsissue bonus issue or preferential issue etc. during the has not issued shares withdifferential voting rights sweat equity shares nor has initiated any stock options.
6. FINANCIAL STATEMENT.
Full version of the Annual Report 2019-20 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the requirementsof Schedule III to the Companies Act 2013 Directors' Report (including ManagementDiscussion and Analysis Corporate Governance Report) are being sent via email to allshareholders who have provided their email address (es). Full version of Annual Report2019-20 is also available for inspection at the registered office of the Company duringworking hours up to the date of ensuing Annual General Meeting (AGM). It is also availableat the Company`s website at www.nathbiogenes.com.
7. TRANSFER TO RESERVES.
The closing balance of the retained earnings of the Company for FY 2019 after allappropriation and adjustments was INR 5386131667.
8. STATUTORY AUDITORS AND AUDITORS REPORT.
At the Annual General Meeting held on Authorized signatory 24th August 2017M/s Ashok R Majethia Chartered Accountants were appointed as the Statutory Auditors ofthe Company to hold office till the conclusion of 6th Annual General Meeting tobe held.
The statutory auditors report is annexed to this annual report. There are no adverseremarks on disclosure by the statutory auditors in their report. They have not reportedany incident of fraud to the Audit Committee of the Company during the year under review.Pursuant to Section 139(2) of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 the Company at its Annual General Meeting (AGM) held on 24th August2017 had appointed M/s Ashok R Majethia Chartered Accountants as Statutory Auditors tohold office from the conclusion of 6th AGM of the Company subject toratification by shareholders every year as may be applicable. However the Ministry ofCorporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted therequirement under first proviso to section 139 of the Companies Act 2013 and rule 3(7) ofthe Companies (Audit and Auditors) Rules 2014 regarding ratification of appointment ofstatutory auditors by shareholders at every subsequent AGM.
9. AUDITORS' REPORT.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
10. INTERNAL AUDITORS .
The Board of Directors of the Company has appointed M/s. Manpreet Khurana & CoChartered Accountants (up-to 31st October 2019) as Internal Auditors and M/sM.K. Ghatiya and Associates Company Secretaries (from 1st November 2019) toconduct Internal Audit of the Company for the financial year ended 31st March 2020. TheInternal Audit reports are being reviewed by the Audit Committee of the Company.
11. SECRETARIAL AUDIT REPORT.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) rules 2014 the Board of Directorshave appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) asSecretarial Auditors to conduct Secretarial Audit of the Company for the financial yearended 31st March 2020. The Secretarial Audit Report issued by M/s. Neha P AgrawalPracticing Company Secretaries in Form MR-3 is annexed to this Board's Report as AnnexureVI.
The Company does not have any subsidiary within the meaning of the Companies Act 2013.
13. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.
According to Section 134(5)(e) of the Companies Act 2013the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. Rule 8(5) (viii) of Companies (Accounts) Rules 2014requires the information regarding adequacy of Internal Financial Controls with referenceto the financial statements to be disclosed in the Board`s report. The Company has awell-placed proper and adequate IFC system which ensures that all assets are safeguardedand protected and that the transactions are authorised recorded and reported correctly.The Internal Auditors are an integral part of the internal control system of the Company.To maintain its objective and independence the Internal Auditors report to the AuditCommittee of the Board. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control systems in the Company.
14. DIRECTORS' RESPONSIBILITY STATEMENT.
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Boardof Directors hereby confirms that
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.
ii. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2020 and of the profits of the company for thatperiod.
iii. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability. There are however inherent limitations which should berecognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operationefficiently.
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. DIRECTORS & KEY MANAGERIAL PERSON
Director Retires by rotation
Mrs. Sweta Kagliwal (holding DIN 02052811) retires by rotation under Section 152 of theCompanies Act 2013 and being eligible offers herself for re-appointment.
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
Mr. Satish Kagliwal-Managing Director
Mr. Devinder Khurana- Chief Financial Officer
Mr. Dhiraj Rathi- Company Secretary
16. DECLARATION OF INDEPENDENT DIRECTOR.
The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub section (6) of Section 149.
17. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR.
The details of the familiarization program for the Independent Directors is reported inthe Report on Corporate Governance.
18. NUMBER OF MEETINGS OF THE BOARD.
Four meeting of the Board were held during the year. The dates on which the Boardmeetings were held are 30th May 2019 05th August 2019 02ndNovember 2019 and 30th January 2020. The details of attendance of Boardmeetings and Committee meetings held during the Financial Year 2019-20 forms part of theCorporate Governance Report.
19. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEE AND INDIVIDUAL DIRECTORS.
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations 2015 the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors. The detailed information in this regard has been given inthe Corporate Governance Report.
20. MANAGEMENT DISCUSSION & ANALYSIS.
The Management Discussion and Analysis has been given separately in the Annual report.
21. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES.
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no material related partytransactions during the year under review with the Promoters Directors or Key ManagerialPersonnel. The Company has developed a Related Party Transactions framework throughstandard operation procedures for the purpose of identification and monitoring of suchtransactions. All Related Party Transactions are placed before the Audit Committee as alsoto be Board for approval. The particulars of contracts or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of\ theCompanies Act 2013 disclosed in Form No. AOC 2 and is set out as Annexure -II and formspart of this report.
22. PARTICULARS OF LOANS AGURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013.
The loan given or guarantee provided or investment made by the Company during thefinancial year 2019-20 as per Section 186 of the Companies Act 2013 have been given inthe Balance Sheet and Audit Report.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR).
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure IV of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which is a part of thisreport.
24. INSIDER TRADING CODE.
In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (the PIT Regulations') on prevention of insider tradingthe Company have its Code of Conduct for regulating monitoring and reporting of tradingby Designated Persons in line with the recent amendments brought by SEBI in the PITRegulations. The said Code lays down guidelines which advise Designated Persons on theprocedures to be followed and disclosures to be made in dealing with the shares of theCompany and cautions them on consequences of non-compliances. the Company has also updatedits Code of practices and procedures of fair disclosures of unpublished price sensitiveinformation by including a policy for determination of legitimate purposes.
25. MATERIAL CHANGES AND COMMITMENTS.
There are no material changes and commitments in the business operations of the Companyfrom the financial year ended March 31 2020 to the date of signing of the Director'sReport.
26. RISK ASSESMENT AND MANAGEMENT.
The Company is exposed to various business risks. These risks are driven throughexternal factors like economic environment competition regulations etc. The Company haslaid down a well-defined risk management mechanism covering the risk mapping and trendanalysis risk exposure potential impact and risk mitigation process. A detailed exerciseis being carried out to identify evaluate manage and monitor business and non-businessrisks. The Audit Committee and Board periodically review the risks and suggest steps to betaken to manage/mitigate the same through a properly defined framework. During the year arisk analysis and assessment was conducted and no major risks were noticed which maythreaten the existence of the Company.
27. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE.
Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place anInternal
Complaints' Committee. The following is a summary of sexual harassment complaintsreceived and disposed of during the year
|No. of complaints received: ||Nil |
|No. of complaints disposed of: ||NA |
28. ENVIRONMENTAL SAFETY.
The Company is conscious of the importance of environmentally clean and safeoperations. The
Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation of naturalresources.
29. COMMITTEE OF THE BOARD
Currently the Board has Four Committees:
1. Audit Committee.
2. Stakeholders' Relationship Committee
3. Nomination & Remuneration committee.
4. Corporate Social Responsibility Committee
A detailed note on the Board and its committees composition and compliances as perthe applicable provisions of the Act and Rules is provided under the Corporate GovernanceReport.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure -III to this Report.
31. EXTRACT OF ANNUAL RETURN.
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2020 is given in Annexure-V in the prescribed Form No.MGT-9 which is a part of this report.
All the insurable interest of the company including Inventories Buildings Machineryetc. is adequately insured.
33. INDUSTRIAL RELATION.
The Company enjoyed cordial relations with its employees at all levels. Your Directorsrecord their appreciation of the support and co-operation of all employees and counts onthem for the accelerated growth of the Company.
The Directors place on record their sincere appreciation for the dedication hard workand commitment of the employees at all levels and their significant contribution to yourCompany's growth. Your Company is grateful to the Distributors Dealers and Customers fortheir support and encouragement. Your Directors thank the Banks Financial InstitutionsGovernment Departments and Shareholders and look forward to having the same support in allour future endeavors.
| ||For and on behalf of the Board of Directors |
|15th June 2020 || || |
|Registered Office: || || |
|Nath House || || |
|Nath Road ||Managing Director ||Director |
|Aurangabad-431005 ||Satish Kagliwal ||Jeevanlata Kagliwal |
| ||DIN: 00119601 ||DIN: 02057459 |