The members of
Parnax Lab Limited.
Your Directors have pleasure in presenting the 36th Annual Report together with theAudited Financial Statements for the year ended on 31 March 2018.
1. FINANCIAL RESULTS:
| || ||(Standalone basis) |
| || ||Amount in Rs. |
|Particulars ||For the year ended on 31st March 2018 ||For the year ended on 31st March 2017 |
|Revenue from Operations ||58030879 ||52790328 |
|Profit/ (Loss) before Depreciation and Tax ||(20349679) ||(4276161) |
|Less: Depreciation ||4411273 ||5327178 |
|Tax Expenses ||(763951) ||(2932854) |
|Net Profit/ (Loss) for the year ||(23997001) ||(6670485) |
|Add. Profit & Loss A/c Bal of Previous year ||(39337577) ||(32667091) |
|Appropriations: || || |
|Proposed Dividend ||NIL ||NIL |
|Dividend Distribution Tax on Proposed Dividend ||N.A. ||N.A. |
|Transfer to General Reserve ||NIL ||NIL |
|Balance c/fd to Balance Sheet as at 31.03.2018. ||(62679774) ||(39337577) |
2. STATEMENT OF COMPANY'S AFFAIRS:
During the year the net income from operations on standalone basis Increased from527.90 lakh to 580.34 lakh. The Company is hopeful to improve the result in coming years.
The Board recommended no dividend shall be declared for the Financial Year ended on31st March 2018.
4. TRANSFER TO RESERVES:
The Company has not transferred amount to any reserve.
5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO:
The particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings/outgo are set out in Annexure I to this Report.
6. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT 9 pursuant to Section 92 (3) of the CompaniesAct 2013 and rule 12 (1) of Companies (Management and Administration) Rules 2014 are asper Annexure II to this Report.
7. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis is presented as a separate section as AnnexureIII forming part of this Annual Report.
8. SUBSIDIARY COMPANY:
The Company has one Subsidiary Company as on March 31 2018 namely Naxpar PharmaPrivate Limited. There has been no material change in the nature of business of thesubsidiary company.
Pursuant to the provision of Section 129(3) of the act a statement containing silentfeatures of the financial statements of the company's subsidiary in Form AOC-1 is attachedto the set Report in Annexure IV to this Report.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2017-18 the Contract or Arrangements entered in to by the Company withrelated parties were approved by the Audit Committee pursuant to subsection (IV) (4) ofSection 177 of Companies Act 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act 2013.
The related party transactions were at arm's length basis and were in the ordinarycourse of business of the Company. The other details with respect to related partytransactions in Form AOC 2 are set out in Annexure V to this Report. The policy onRelated Party Transactions is available on Company's website- www.naxparlab.com.
10. PARTICULARS OF REMUNERATION:
In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing have been provided in Annexure VI however as there are no employees drawingremuneration in excess of the prescribed limits. The information as required the names andother particulars of employees drawing remuneration in excess of the limits set out in thesaid Rules forms part of the Report However having regard to the provisions of the firstproviso to Section 136(1) of the Companies Act 2013 the Annual Report including theaforesaid information is being sent to the Members of the Company.
During the Financial Year 2017-18 The Company has not accepted any public depositcovered under Section 76 of the Companies Act 2013.
12. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.
13. DISCLOSURE REQUIREMENTS
Policy on dealing with related party transactions is available on the website of theCompany at the link:www.naxparlab.com
The Company has formulated and disseminated a Whistle Blower Policy to provide vigilmechanism for employees and Directors of the Company to report genuine concerns that couldhave serious impact on the operations and performance of the business of the Company. ThisPolicy is in compliance with the provisions of Section 177(9) of the Companies Act 2013and Regulation 4(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Policy on Whistle Blower is available on the website of the Company atthe link :www.naxparlab.com
14. BOARD OF DIRECTORS:
During the year 2017-18 there were no changes in the Composition of Board ofDirectors.
However Ms. Bhoomi Thakkar has been appointed as Company Secretary and ComplianceOfficer w.e.f. 15th June 2018.
At the ensuing 36th (Thirty Sixth) Annual General Meeting of the Company the Director Mr.Baiju Shah (DIN 00440806) is liable to retire by rotation and being eligible offershimself for re-appointment. Board recommends his re-appointment to the members forconsideration in the ensuing 36th Annual General Meeting.
15. NUMBER OF MEETINGS OF THE BOARD:
Eight (8) Board Meetings were held during the year 2017-18 pursuant to Section 173 (1)of Companies Act 2013 on 30th May 2017 14th August 2017 14th September 2017 29thSeptember 2017 14th November 2017 14th December 2017 14th February 2018 and 30th March2018.
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act 2013 your Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31stMarch 2018 theapplicable accounting standards have been followed and there are not material departuresfrom the same.
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 on 31stMarch 2018 and the profit and loss of the Company for that period.
(c) the Directors have taken proper and sufficient care for the maintenance of theadequate 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.
(d) the Directors have prepared Accounts on going concern' basis. and
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
17. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directorsunder Section 149(7) of the Act that they meet the criteria of independence laid down inSection 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
18. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee pursuant to theprovisions of subsection (1) of Section 178 of Companies Act 2013. Pursuant to subsection(3) of Section 178 of Companies Act 2013 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a Director and recommended to the Board the policy relating to theremuneration of directors key managerial personnel and other employees. The policy isavailable at Company's website on www.naxparlab.com.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of investment made under Section 186 of the Companies Act 2013 havebeen disclosed in the financial statements in Notes of the Financial Statement.
During the year the Company has not given loans or Guarantees covered under Section 186of Companies Act 2013.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
21. PERFORMANCE EVALUATION OF BOARD:
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance and working of its Committees.The Board's functioning was evaluated on various aspects including inter alia degree offulfillment of key responsibilities its structure and composition establishment anddelegation of responsibilities to various Committees. Directors were evaluated on aspectssuch as attendance and contribution at Board/ Committee Meetings and guidance/ support tothe management of the Company. Areas on which the Committees of the Board were assessedincluded degree of fulfillment of key responsibilities adequacy of Committee compositionand effectiveness of meetings. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Boardas a whole.
22. STATUTORY AUDITORS:
In the Annual General Meeting held on September 29 2017 M/s Ladha Singhal &Associates. (Firm's Registration No. 120241W) were appointed as Statutory Auditors of theCompany to hold office till conclusion of 39th Annual General Meeting. In accordance withCompanies (Amendment) Act 2017 the provision with regard to ratification of appointmentof Auditors at every Annual General Meeting prescribed under the first proviso tosub-section (1) of section 139 of the Companies Act 2013 is omitted from the financialyear 2018-19 onwards.
23. COMMENTS ON AUDIT REPORTS:
There are no qualifications reservation or adverse remark or disclaimer made by M/sLadha Singhal & Associates Chartered Accountants audit report for the year endedon 31st March 2018.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
The Secretarial Auditor has mentioned in the Secretarial Audit report that there was noCompany Secretary in the Financial Year 2017-18. However the said Vacancy was filled upby the Board of Directors w.e.f 15th June 2018.
24. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013. The Company has appointed M/s P S D& Associates Chartered Accountants as the internal auditors for the financialyear to 2018-2019 to conduct the internal audit and to ensure adequacy of the Internalcontrols adherence to Company's policies and ensure statutory and other compliancethrough periodical checks and internal audit.
25. SECRETARIAL AUDITORS REPORT:
The Secretarial Audit Report of M/s HS Associates Company Secretaries for theyear ended on 31st March 2018 is attached to this report as Annexure VII. TheBoard has re-appointed HS Associates Company Secretaries as the Secretarial Auditors ofthe Company for the Secretarial Audit of the financial year ended on 31st March 2019.
26. COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the provisions of CompaniesAct 2013 rules framed thereunder and SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 with Stock Exchanges. The Committees of the Board held bycompany are Audit Committee Stakeholders' Relationship Committee Nomination andRemuneration Committee. The details about Committee Meetings are given below:
|Sr. No. ||Particulars ||No. of Meetings held |
|1. ||Audit Committee ||Five |
|2. ||Stakeholder's Relationship Committee ||Four |
|3. ||Nomination & Remuneration Committee ||Four |
27. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:
I. Audit Committee:
1. Mr. Vinayak Desai - Chairman
2. Mr. Manhar Jhavari - Member
3. Mr. Baiju M. Shah Member
II. Stakeholder's Relationship Committee
1. Mr. Vinayak Desai - Chairman
2. Mr. Manhar Jhavari - Member
3. Mr. Baiju M. Shah Member
III. Nomination & Remuneration Committee
1. Mr. Vinayak Desai - Chairman
2. Mr. Manhar Jhavari - Member
3. Mr. Ami M. Shah Member
28. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism forDirectors and Employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violations of Company's Code of Conduct or Ethics Policy.The detailed Vigil Mechanism Policy is available at Company's Website www.naxparlab.com.
29. CORPORATE GOVERNANCE:
The Company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations2015 and the Paid-up capital of the Company wasbelow Rs. 10/- Crores and net worth was below Rs. 25/- Crores as on the last day of theprevious financial year. Hence Corporate Governance Report is not applicable to theCompany.
The Company seeks to Promote Highest levels of ethical standards in the normal businesstransaction guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and amended from time totime. The policies are available on the website of the Company at www.naxparlab.com.
31. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2018 and theInternal Financial Controls are operating effectively.
32. ASSET CLASSIFIED AS HELD FOR SALE:
The company intends to dispose off immovable / movable properties pertaining to theSilvassa Factory as it no longer intends to be utilized. It was previously utilized inits manufacturing facility. The Company is in search of a buyer for sale of immovable /movable properties. An impairment loss has been recognised on reclassification of theProperty Plant & Equipment as held for sale and the Company expects to realise fairvalue less cost to sell to be higher than carrying amount.
33. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has been in compliance with the applicable Secretarial Standards during theFinancial year 2017-2018.
34. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
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 complaintsRedressal for the benefits of its employees. There were no complaints filed against any ofthe employees of the Company under this Act.
Your Company wishes to sincerely thank all the customers commercial banks financialinstitution creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.
| ||For and on behalf of the Board of Parnax Lab Limited |
| ||Sd/- |
| ||Prakash M. Shah |
|Date : 14th August 2018 ||Chairman & CEO |
|Place : Mumbai ||(DIN 00440980) |