Parenteral Drugs (India) Ltd.
|BSE: 524689||Sector: Health care|
|NSE: PDPL||ISIN Code: INE904D01019|
|BSE 00:00 | 09 Mar||Parenteral Drugs (India) Ltd|
|NSE 05:30 | 01 Jan||Parenteral Drugs (India) Ltd|
|BSE: 524689||Sector: Health care|
|NSE: PDPL||ISIN Code: INE904D01019|
|BSE 00:00 | 09 Mar||Parenteral Drugs (India) Ltd|
|NSE 05:30 | 01 Jan||Parenteral Drugs (India) Ltd|
The Members of
Parenteral Drugs (India) Limited
The Directors of your Company are pleased to present the Board Report together with theaudited financial statements of the Company for the financial year ended on 31 March2019.
FINANCIAL SUMMARY AND THE STATE OF COMPANYS' AFFAIRS
The summary of company's standalone financial performance for the year ended 31 March2019 is summarized below:
Due to continuous losses the Board regrets its inability to recommend any dividend forthe year under review.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of section 134 of the Companies Act 2013 andapplicable accounting standards the audited consolidated financial statements areprovided in this Annual Report.
The Company is in regular talks with the bankers for the sanction of an appropriaterevival package/scheme for the Company and the management is hopeful that a workablescheme would come out in near future.
As on the date of the report the company has two (2) Indian subsidiaries namely:1.Parenteral Biotech Limited and 2.Parenteral Impex Limited
During the year under review Infutec Healthcare Limited an erstwhile wholly ownedsubsidiary has ceased to be a subsidiary of the company w.e.f 10 July 2018
A report on the performance and financial position of each of the subsidiary company asper the Companies Act 2013 is annexed as AOC-1 to the Consolidated Financial Statementsand hence not repeated for the sake of brevity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review by virtue of provisions of Section 167(1)(b) of theCompanies Act 2013 the office of directorship of Shri Sandeep Vyas (DIN:07652129) wasvacated w.e.f. 13 June 2018 as he was not present in any of the meetings of the Board ofDirectors of the Company held during a continuous period of twelve months. The Boardappointed Shri Manish Verma (DIN:08168517) as an additional Independent Director on 29June 2018 till 31 January 2021 to fill the said casual vacancy and the same wasintimated to the Stock Exchange(s) on that date. Approval for appointment of Shri Verma asIndependent Director was accorded by the members of the Company at the Annual GeneralMeeting held on 29 September 2018 in accordance with the provisions of Section 161 (4) ofthe Companies Act 2013 as amended from time to time.
The Board in its meeting dated 14 August 2018 has re-designated Shri Manohar Lal Gupta(DIN: 00040784) and Shri Anil Mittal (DIN: 00039133) as Non Executive Director of theCompany. Also Shri Manohar Lal Gupta has been re-designated Non Executive Chairperson ofthe Company. At the Annual General Meeting of the Company held on 29 September 2018 ShriGovind Das Garg (DIN:00520067) Whole Time Director of the Company retired by rotationand being eligible was re-appointed. Further approval for re-appointment of Shri VinodKumar Gupta was obtained from members by way of passing special resolution for the periodcommencing from 1 January 2019. However the office of directorship of Shri Vinod KumarGupta (DIN: 00039145) Managing Director of the Company was vacated w.e.f 27 February2019 due to some legal technicalities in another Company. Later Shri Vinod Kumar Gupta(DIN: 00039145) had resumed office as Managing Director of the Company w.e.f 24 April2019.
The first term of the office of Shri Dharam Pal Khanna (DIN: 00041106) and Shri DilipKumar Sinha (DIN: 00366192) Independent Directors of the Company will expire on 30September 2019. The Nomination and Remuneration Committee and the Board of Directors ofthe Company recommended their re-appointment as independent directors of the Company whoare not liable to retire by rotation at the Meeting of Committee held on 3 August 2019and meeting of Board held on 5th August 2019. for the second term of five (5) years.Relevant information and the proposal for the same are included in the notice andexplanatory statement forming part of this annual report.
In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Shri Vinod Kumar Gupta (DIN:00039145) Managing Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of section 149 of the Companies Act 2013 and as per Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulation 2015 During the yearMs. Aradhana Kulkarni resigned from the post of Company Secretary and Compliance Officerof the Company (KMP) w.e.f. 16 September 2018 and Ms. Suruchi Maheshwari appointed asCompany Secretary and Compliance Officer (KMP) of the Company w.e.f. 06 December 2018.
NOMINATION AND REMUNERATION POLICY
The salient features of Nomination and Remuneration Policy are as follows:
The policy of the Company on directors' appointment including criteria for determiningqualifications positive attributes independence of a Director and a policy relating toremuneration of Director Key Managerial Personnel and other employees provided undersection 178 of the Companies Act 2013 is in place. The remuneration policy is directedtowards rewarding performance based on review of achievements on a periodical basis. Theremuneration policy is in consonance with the existing industry practices.
The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Companies Act 2013 is available on the website of theCompany i.e. www.pdindia.com
The Report on Corporate Governance as stipulated under the Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulations 2015 isforming part of this Annual Report. The requisite certificates and declaration asstipulated under the aforesaid regulation are forms an integral part to this AnnualReport.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party contracts / arrangements / transactions that were entered into by theCompany during the financial year were in the ordinary course of business and on arm'slength basis. During the year the Company had entered into contracts / arrangements /transactions with Infutec Healthcare Limited erstwhile subsidiary of the Company which isconsidered as material related party transactions in accordance with the policy of theCompany on materiality of related party transactions. The details of material relatedparty transactions are mentioned in Form No. AOC-2 as Annexure-I to thisreport. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board may be accessed on the Company's weblinkhttp://www.pdindia.com/docs/policyondealingwithrelatedpartytransactions.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedin Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 is provided in a separate section which formspart of this Annual Report.
AUDITORS AND AUDITORS' REPORT
M/s Singhal Jain & Co. Chartered Accountants Jaipur bearing Firm RegistrationNo. 013995C were appointed as the Statutory Auditors of the Company for a period offive(5) consecutive years at 33 Annual General Meeting (AGM) of the Company held on 29September 2017 on a remuneration mutually agreed upon by the Board of directors and thestatutory auditors. Their appointment was subject to ratification by the members at everysubsequent AGM held after the AGM held on 29 September 2017 during the tenure of theirappointment. However pursuant to amendment in section 139 of the Companies Act 2013 videCompanies Amendment Act 2017 effective from May 7 2018 the requirement of seekingratification of appointment of statutory auditors by the members has been withdrawn fromthe statue. Hence the resolution seeking ratification by the members for continuance fortheir appointment at this AGM is not being sought.
The report of the Statutory Auditors does not contain any qualification reservation oradverse remark or disclaimer and the same is self explanatory and do not call for anyfurther comments from the Board.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s. Archna Maheshwari & Co. Practicing CompanySecretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report forthe financial year ended 31 March 2019 is annexed herewith as Annexure-IIin form MR-3 to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer except related to appointment of Chief Financial Officer as perSection 203 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014of the Companies Act 2013. Further the Company has complied with the saidProvision and appointed Mr. Vinod Kumar Gupta as CFO of the Company w.e.f. 23.04.2019.
COST AUDITOR AND COST RECORDS
Pursuant to the provisions of section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit ) Rules 2014 the Company is neither required tomaintain such accounts and cost records as specified in section 148 (1) of the CompaniesAct 2013 nor to appoint a Cost Auditor for the financial year 2019-20 as the turnover ofthe company has reduced from the threshold limit as specified for the pharmaceuticalindustry under the Companies (Cost Records and Audit) Rules 2014.
RISK MANAGEMENT POLICY
The Risk Management Policy for the Company has been developed and implemented whichidentifies elements of risk which in the opinion of Board may threaten the existence ofthe Company.
The company has not accepted deposits during the year under review. No amount hasremained unpaid or unclaimed as at the end of the year therefore there is no default inrepayment of deposits or payment of interest thereon during the year under review.
Further Company has outstanding loan received from Mr. Vinod Kumar Gupta (DIN:00039145) Managing Director of the Company amounting to Rs. 259798/- (Rupees Two LacsFifty Nine Thousand Seven Hundred Ninety Eight only) in accordance with the provisions ofCompanies Act 1956 and 2013 and under the requisite declaration as prescribed underapplicable Companies Rules for the time being in force
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO
Particulars pertaining to the Conservation of Energy Technology Absorption and ForeignExchange Earnings & Outgo as prescribed under section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed as Annexure-III andthe same is forming part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of sub-section (12) of section 197 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 there are no employees drawing remuneration in excess of the limits set out in thesaid rules. The other disclosures are annexed as Annexure-IV to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134 of the Companies Act 2013 with respect tothe Directors' Responsibility Statement it is hereby confirmed that:
(i) in the preparation of annual accounts for the year ended 31 March 2019 theapplicable Indian Accounting Standards have been followed along with proper explanationrelating to material departures;
(ii) 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 as at the end of the financial year endedon 31 March 2019 and of the loss of the Company for the financial year ended on 31 March2019;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the directors had prepared the annual accounts for the financial year ended on 31March 2019 on a going concern basis;
(v) the directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively;
(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.
FORMAL ANNUAL EVALUATION
The Board carried out an annual performance evaluation of its own performance. Theperformance evaluation of all the Directors was carried out individually by the Nominationand Remuneration Committee.
i. There is no change in the nature of business of the Company during the year underreview.
ii. The composition of the Audit Committee of the Company is provided under CorporateGovernance Report forming part of this Annual Report. Further all the recommendationsmade by the Audit Committee were accepted by the board.
iii. The details of establishment of Vigil Mechanism for directors and employees of theCompany are provided under Corporate Governance Report forming part of this AnnualReport.
iv. During the year under review there are no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year to which the financial statements relate and the date of the Report.
v. There has been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future.
vi. The internal financial controls with reference to the financial statements of theCompany are adequate and commensurate to the size of the Company.
vii. The extract of Annual Return of the Company is annexed herewith as Annexure-Vto this Report and is also placed on the website of the company i.e.http://www.pdindia.com
viii. The Board of Directors met six (6) times during the financial year 2018-2019. Thedetails of the date(s) on which the meetings were held are given in the CorporateGovernance Report forming part of this Annual Report.
ix. During the year under review the Company has neither given any guarantee orprovided any security in connection with a loan to any other body corporate or person norinvested any fund in the securities of any other body corporate or extended loan to anyCompany. However the Company continued the Corporate Guarantee already extended and loangiven to Parenteral Surgicals Limited a group Company in accordance with the provisionsof Companies Act 2013 and Rules made thereunder.
x. During the year under review the Company had no profits and therefore the Companydoes not propose to carry any amount to its reserves.
xi. The provisions of section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 related to Corporate SocialResponsibility are not applicable as the Company does not meet the criteria specifiedtherein.
xii. Neither the Managing Director nor the Whole-Time Director of the Company is inreceipt of any remuneration or commission from any of its subsidiaries.
xiii. There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofAct and Rules framed thereunder.
xiv. The Company is not required to give any disclosure under the provisions ofsub-section (3) of section 67 of the Companies Act 2013.
xv. The Company has complied with provisions relating to the constitution of InternalCompliant Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
xvi. The accrued statutory liabilities (sales tax GST provident fund ESIC professional tax excise duty ) which were outstanding as on 31 March 2019 aggregated toRs. 4.64 crores approximately.
xvii. All the amount of unclaimed dividend and the respective shares have already beentransferred in the preceding financial years to Investor Education and Protection Fund(IEPF). The shareholders whose unpaid and unclaimed dividend and/or have been transferredto IEPF can claim the same in the prescribed form.
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from Bankers Government authorities customers andvendors during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services of executives staff and workers ofthe Company.
Date: 05 th August 2019
For and on behalf of the Board
Manohar Lal Gupta