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Parnax Lab Ltd.

BSE: 506128 Sector: Health care
NSE: N.A. ISIN Code: INE383L01019
BSE 00:00 | 25 Nov 75.00 -0.10
(-0.13%)
OPEN

77.65

HIGH

77.65

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74.05

NSE 05:30 | 01 Jan Parnax Lab Ltd
OPEN 77.65
PREVIOUS CLOSE 75.10
VOLUME 413
52-Week high 169.90
52-Week low 29.50
P/E 178.57
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 77.65
CLOSE 75.10
VOLUME 413
52-Week high 169.90
52-Week low 29.50
P/E 178.57
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Parnax Lab Ltd. (PARNAXLAB) - Director Report

Company director report

To

The members of Parnax Lab Limited.

Your Directors have pleasure in presenting the 39 Annual Report together with theAudited Financial Statements for the year ended on 31 March 2021.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31 2021 issummarised below: -

(Standalone basis)

Amount in Rs.

Particulars For the year ended on 31 March 2021 For the year ended on 31 March 2020
Revenue from Operations 23727622 76795425
Profit/ (Loss) before Depreciation and Tax (12096888) (4281898)
Less: Depreciation 439558 438360
Tax Expenses (1213265) 15324837
Net Profit/ (Loss) for the year (11323182) (20045095)
Add. Profit & Loss A/c Bal of Previous year (90999422) (70954327)
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 31.03.2021 (102322604) (90999422)

2. STATEMENT OF COMPANY'S AFFAIRS:

During the year the revenue from operations on standalone basis is Rs. 23727622(Rupees Two Crores Thirty Seven Lakhs Twenty Seven Thousand Six Hundred and Twenty TwoOnly) as compared to previous years Revenue is Rs. 76795425 (Seven Crores SixtySeven Lakhs Ninety Five Thousand Four Hundred and Twenty Five Only). The Company ishopeful to improve the result in coming years.

3. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended on 31March 2021.

4. TRANSFER TO RESERVES:

During the year 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 2021 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 2020-21 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.

11. DEPOSITS:

During the Financial Year 2020-21. 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. The Policy on Whistle Blower is available on the website of the Companyat the link: www.naxparlab.com.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONEEL:

As on March 31 2021 the Board comprised of 5(Five Directors) namely Mr. PrakashMahasukhlal Shah Mr. Baiju Mahasukhlal Shah Mrs. Ami Shah Mr. Vinayak Desai Mr.Tirunillai Venkateswara Anatharaman.

During the year there was a change in the Composition of the Board followingcessation of Mr. Manharbhai Jabhari w.e.f. 27 February 2021 due to his demise and Mr.Yogesh Varia appointed as additional director w.e.f 28 May 2021 under Section 161 of theAct and who holds office upto the date of this ensuing Annual General Meeting.

As on 31 March 2021 there was no disqualification of any Director pursuant to Section164 (2) of the Companies Act 2013.

At the ensuing 39 (Thirty Ninth) Annual General Meeting of the Company the DirectorMrs. Ami Mihir Shah (DIN: 03101049) is liable to retire by rotation and being eligibleoffers herself for re-appointment. Board recommends her re-appointment to the members forconsideration in the ensuing 39 Annual General Meeting.

Ms. Namrata Kambli resigned as Company Secretary of the Company w.e.f 31 May 2021 andMrs.Preet Kukreja appointed as Company Secretary w.e.f. 21 June 2021.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of the independence as prescribed both undersection 149(6) of the Companies Act 2013 and under Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. In accordance with theprovisions of the Companies Act 2013 none of the Independent Directors are liable toretire by rotation. The required information of the Directors being re-appointed pursuantto the provisions of the Listing Regulations forms part of the Annual Report.

15. NUMBER OF MEETINGS OF THE BOARD:

During the year under review Five (5) Board Meetings were convened and held during theyear 2020-21 pursuant to Section 173 (1) of Companies Act 2013 on 31 July 2020 25August 2020 15 September 2020 12 November 2020 and

13 February 2021.

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 31 March 2021 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 31March 2021 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 Loans Guarantees and investment made under Section 186 of theCompanies Act 2013 have been disclosed in the financial statements in Notes of theFinancial Statement.

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 offulfilment 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 fulfilment 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 were appointed as Statutory Auditors of the Company to hold office tillconclusion of 39 Annual General Meeting.

The tenure of M/s Ladha Singhal & Associates as Statutory Auditors of the Companywould be expiring at the ensuing AGM basis on the recommendation of Audit Committee theBoard of Directors at its Meeting has approved the appointment of M/s C N Patel &Co as Statutory Auditors of the Company for the term of Five Consecutive yearssubject to the approval of the Members at the ensuing 39 Annual General meeting

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications reservation or adverse remark or disclaimer made byM/s Ladha Singhal & Associates

Chartered Accountants Audit Report for the year ended on 31 March 2021.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

There are no qualifications reservation or adverse remark or disclaimer made byM/s HS Associates Secretarial Auditor of the Company.

24. INTERNAL AUDITORS:

As per section 138 of the Companies Act 2013. On the basis of recommendation of theAudit Committee M/s. P S D & Associates Chartered Accountants appointedas the internal auditor for the financial year to 2021-2022 to conduct the internalaudit and to ensure adequacy of the Internal controls adherence to Company's policies andensure statutory and other compliance through periodical checks and internal audit.

25. SECRETARIAL AUDITORS REPORT:

The Secretarial Audit Report of M/s HS Associates Company Secretaries for theyear ended on 31 March 2021 is attached to this report as Annexure VII. The Boardhas re-appointed HS Associates Company Secretaries as the Secretarial Auditors ofthe Company for the Secretarial Audit of the financial year ended on 31 March 2022.

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:

Particulars No. of Meetings held
1. Audit Committee 4
2. Stake holder's Relationship Committee 1
3. Nomination & Remuneration Committee 2

27. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:

I. Audit Committee:

1. Mr. Vinayak Desai - Chairman

2. Mr. Manharbhai N. Jhavari Member (Upto 27th February 2021) *

Mr. Yogesh Kantilal Varia (w.e.f. 28th May 2021) **

3. Mr. Baiju Shah Member

II. Stakeholder's Relationship Committee

1. Mr. Vinayak Desai - Chairman

2. Mr. Manharbhai N. Jhavari Member (Upto 27th February 2021) *

Mr. Yogesh Kantilal Varia (w.e.f. 28th May 2021) **

3. Mr. Baiju Shah Member

III. Nomination & Remuneration Committee

1. Mr. Vinayak Desai - Chairman

2. Mr. Manharbhai N. Jhavari Member (Upto 27th February 2021) *

Mr. Yogesh Kantilal Varia (w.e.f. 28th May 2021) **

3. Mr. Ami Shah Member

Mr. Manharbhai N. Jhavari Independent Director of the Company ceased to be member ofthe Board of Director due to his unfortunate demise as on 27 February 2021 . Consequentlywith effect from 27 February 2021 he ceased to be member of Audit CommitteeStakeholders's Relationship Committee and Nomination & Remuneration Committee.

Further Mr Yogesh Varia who was appointed as an Addtional Independent Director in themeeting held on 28 May2021. Consequently Mr. Yogesh Varia was appointed as a member inthe Audit Committee Stakeholder's Relationship Committee and Nomination and RemunerationCommittee w.e.f. 28 May 2021

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 the Corporate Governance Report is not applicable to theCompany.

30. POLICIES:

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 2021 and theInternal Financial Controls are operating effectively.

32. ASSET CLASSIFIED AS HELD FOR SALE:

The company intends to dispose off plant and equipment pertaining to the SilvassaFactory as it no longer intends to be utilized. It was previously utilized in itsmanufacturing facility. The Company is in search of a buyer for sale of plant andequipment.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable Secretarial Standards during theFinancial year 2020-21.

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.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY

CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR.:

During the year the Company has not made any application and also no proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016).

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year the Company has not done any kind of Valuation.

37. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued co-operationand support extended to the Company by government authorities customers vendorsregulators banks financial institutions rating agencies stock exchanges depositoriesauditors legal advisors consultants business associates members and other stakeholdersduring the year. The Directors also convey their appreciation to employees at all levelsfor their contribution dedicated services and confidence in the management and alsosincerely thank the shareholders for the confidence reposed by them in the company andfrom the continued support and co-operation extended by them.

For and on behalf of the Board
of Parnax Lab Limited
Date : 14 August 2021 Sd/-
Place : Mumbai Director and CEO
(DIN 00440980)

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