The Directors have pleasure in presenting the 31stAnnual Report of theCompany together with the financial statements for the year ended March 31 2020.
1. Financial Highlights
(Rs. In Lakhs)
|PARTICULARS ||2019-20 ||2018-19 |
|Sales - ||56.11 || |
|Other Income ||- ||0.52 |
|Total Income ||- ||56.64 |
|Total expenses ||37.52 ||70.92 |
|Profit / (loss) before Tax ||(37.52) ||(14.30) |
|Current Year Tax ||- ||- |
|Deferred Tax ||(40.87) ||(0.25) |
|Profit / (loss) after Tax ||3.35 ||(17.73) |
2. State of Company Affairs.
During the year under review there were no revenues as compared to the last year'stotal revenue of Rs. 56.64 Lakhs. During the current year The profit after tax is Rs.3.35Lakhs as compared to the last year loss is Rs. (17.73) lakhs. Your directors are givingtheir best efforts for exploring more business opportunities so has to increase the growthand profitability of the company in the years to come.
In view of the losses the board of directors could not recommended any dividend for theF.Y 19-20
4. Transfer to Reserves
The Company has incurred losses as such no profits available for transfer to theGeneral Reserves.
5. Share Capital
The Authorized share capital of the Company as on March 31 2020 is Rs. 110000000/-divided into 11000000 Equity Shares of Rs. 10/- each and the Paid up Share Capital isRs. 102688190/- divided into 10268819 Equity Shares of Rs. 10/- each.
6. Public Deposits
The Company has neither accepted nor renewed any deposits from public as defined underthe provision of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014
Director's Responsibility Statement
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit orloss of the company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have 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 operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. S. Viswa Prasad (DIN: 08068933) will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment in accordance with the provisions of the CompaniesAct2013 During thePeriod under review and till the date of the Directors' Report the following changes tookplace on the Board of the Company
|S.no Name of Director ||Type of Change ||w.e.f |
|1. Dr. Ghisulal Jain ||Resigned as Director and Managing Director (KMP) ||27.01.2020 |
|2. Mrs. Seema Jain ||Resigned as Director ||27.01.2020 |
|3. Mr.MahendrakumarRanka ||Resigned as Independent Director ||24.02.2020 |
|4. S.Padmaja Kalyani ||Appointed as Additional Director (Executive Category) ||27.01.2020 |
|5. Dr.Vyas Murthy Shingatgeri ||Appointed as Additional Director (Independent Category) ||13.02.2020 |
|6. Veera Reddy Vallapureddy ||Appointed as Additional Director (Independent Category) Appointed as Additional Director ||29.05.2020 |
|7. S.Vishwa Prasad ||(Executive Category) ||27.01.2020 |
|8. D.Rakesh Reddy ||Appointed as Additional Director (Executive Category) ||13.02.2020 |
The following are the details of appointment and resignation of KMP'S during the Periodunder review and till the date of the Directors' Report
|S.No Name ||Type of Change ||w.e.f. |
|1 Ghisulal Jain ||Resignation as Managing Director ||27.01.2020 |
|2 S. Venkata Rao ||Resignation as Company Secretary and Compliance Officer ||29.07.2020 |
|3 Annie Jodhani ||Appointment as Company Secretary and Compliance Officer ||29.07.2020 |
Declaration from Independent Directors on Annual Basis
The Company has received a declaration from Mr. Vyasmurti Madhav Rao Shingateri Mr.Veerareddy Vallapureddy and Mr. M Sudheer Anand Independent directors of the company tothe effect that they are meeting the criteria of independence as provided in Sub-section(6) of Section 149 of the Companies Act 2013.
Nature of business
There has been no change in the nature of business of the Company.
M/s. PPKG & Co Chartered Accountants (Firm Registration No. 0096555) wereappointed as the statutory auditors of the Company by the members in their 29thAGMheld on September 28 2018 and shall hold office until the conclusion of 33rdAnnual General Meeting.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3)ofthe Companies (Accounts) Rules2014 the details of Conservation of Energy TechnologyAbsorption is attached herewith as "Annexure-A"
Foreign Exchange Earnings and Outgo: During the period under review there was noforeign exchange earnings or out flow.
Pursuant to provisions of Section 204 of the Companies Act2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules2014 the company hasappointed a Company Secretary in practice to undertake the Secretarial Audit of theCompany. The Secretarial Audit report is annexed here with as "Annexure-B".
During the year under review there were no instances of frauds or any qualificationreservation or adverse remark reported by Secretarial auditor under Section 204 of theCompanies Act 2013 in the course of the performance of his duties as Secretarial auditor.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation. During the year under review there were no instances offrauds reported by auditors under Section 143(12) of the Companies Act 2013 in the courseof the performance of his duties as statutory auditor.
Corporate Governance and Shareholders Information
A detailed report on the subject forms part of this Report as 'Annexure C'. TheSecretarial Auditors of the Company have examined the Company's compliance and havecertified the same as required under the SEBI Guidelines/ Regulations. Such a certificateon corporate governance is reproduced in this Annual Report.
Extract of Annual Return
The extract of Annual Return as on March 312020 in the prescribed Form No: MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as "Annexure D" and forms part of this Report.
Number of Meetings of the Board
During the year ended March 31 2020 Ten Board Meetings were held on 05/04/201927/05/2019 13/06/ 2019 13/08/2019 31/08/2019 05/10/2019 13/11/2019 27/01/202013/02/2020 31/03/2020.
Directors' attendance record:
|Name of the Director ||No. Board Meetings ||No. Board Meetings attended during the year |
|Dr. Ghisulal Jain* ||7 ||7 |
|Mrs. Seeema Jain* ||7 ||7 |
|Mr. Mahendra Kumar Ranka** ||9 ||4 |
|D.Rakesh Reddy ||2 ||2 |
|VyasmurtiMadhavraoShingatgeri ||2 ||2 out of 2 |
|M. Sudheer Anand ||10 ||4 out of 10 |
|S.Padmaja Kalyani ||3 ||3 out of 3 |
|S.Vishwa Prasad ||3 ||3 out of 3 |
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
The Company has not given any loans or provided guarantee nor made any investmentsduring the year2019-2020 which is beyond the limits as per the Section 186 of theCompanies Act 2013.
Contracts or arrangements with Related Parties under Section 188(1) of the CompaniesAct 2013
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered material' according to the policy of theCompany on Materiality of Related Party Transactions.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concerns status and company's operations in future AmalgamationThe Hon'ble National Company Law Tribunal Hyderabad Bench had sanctioned the Scheme ofAmalgamation of Emergent Bio Naturals Limited (EBNL) with the Company vide its Order datedSeptember 27 2019. The said Scheme was made effective post filing of the Order withRegistrar of Companies. Pursuant to the Scheme 6905734 Equity Shares have been allottedto Shareholders of EBNL on November 27 2019. Pursuant to this EBNL stands amalgamatedwith your Company.
Details of Subsidiary Companies Associates and Joint Venture Companies
The Company does not have any subsidiary Associate and Joint Venture Company.
Internal Control Systems and Their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
Business Risk Management
Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.
At present the company has not identified any element of risk which may threaten theexistence of the company.
Material changes and commitments affecting the financial position of the Company whichhave occurred between March 31 2020 and August 13 2020 (date of the Report)
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2020) and the date of the Report(August 13 2020).
The Board has constituted Audit Committee as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The composition attendance powers and role of the Audit Committee areincluded in Corporate Governance Report. All the recommendation made by the AuditCommittee were accepted by the Board of Directors.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been formed in compliance with Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andpursuant to Section 178 of the Companies Act 2013. The main object of this Committee isto identify persons who are qualified to become directors and who may be appointed insenior management of the Company recommend to the Board their appointment/removal andshall carry out evaluation of every Director's performance recommend the remunerationpackage of both the Executive and the Non-Executive Directors on the Board and also theremuneration of Senior Management one level below the Board. The Committee reviews theremuneration package payable to Executive Director(s) and recommends to the Board the sameand acts in terms of reference of the Board from time to time. On the recommendation ofthe Nomination and Remuneration Committee the Board has adopted and framed a RemunerationPolicy for the Directors Key Managerial Personnel and other Employees pursuant to theprovisions of the Companies Act 2013 and SEBI Listing Regulations.
Brief terms of Nomination and Remuneration Policy and other matters provided in Section178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in theCorporate Governance Report which forms part of this Report.
Stakeholders Relationship Committee i. The Committee is responsible inter alia tospecifically look into the redressal of grievances of shareholders debenture holders andother security holders including complaints related to transfer of shares non- receipt ofbalance sheet non-receipt of declared dividends etc. ii. One meeting of thestakeholders' relationship committee was held during the year on 31/08/2019. iii. Thecomposition of the Stakeholders' Relationship Committee as on 31/03/2020 and the detailsof meetings attended by its members are given below:
|Name ||Category ||No. of Meetings held ||No. of Meetings attended |
|Mr. Mahendra K Ranka ||Independent Non-Executive ||1 ||1 |
|Mr. S. Vishwa Prasad ||Executive Director ||NA ||NA |
|Mr. Dasi Reddy Rakesh ||Executive Director ||NA ||NA |
iv. Name designation and address of Compliance Officer:
Annie Jodhani Compliance Officer Reg Office:#4-4-211/212/31stFloorInderbaghSultanBazar Hyd-500095 v. Details of Complaints/ Requests received resolved and pendingduring the Financial Year 2019-20:
|During the Quarter ||Received ||Resolved ||Pending |
|June Qtr ||Nil ||Nil ||Nil |
|Sep. Qtr ||Nil ||Nil ||Nil |
|Dec. Qtr ||Nil ||Nil ||Nil |
|March Qtr ||Nil ||Nil ||Nil |
Risk Management Committee
The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 pertaining to forming of Risk Management Committee is not applicable tothe Company during the financial year under review.
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.
Formal Annual Evaluation
As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made thereunder the independent directors of the company had a meeting on29.05.2020without attendance of non-independent directors and members of management. Inthe meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the Board as a whole;
(b) Review of the performance of the Chairperson of the company taking into accountthe views of executive directors and non-executive directors;
(c) Assessing the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties. The meeting also reviewed and evaluated the performanceof non-independent directors.
The meeting also reviewed and evaluated the performance the Board as whole in terms ofthe following aspects:
Preparedness for Board/Committee meetings
Attendance at the Board/Committee meetings
Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions and disinvestments.
Monitoring the effectiveness of the company's governance practices
Ensuring a transparent board nomination process with the diversity ofexperience knowledge perspective in the Board.
Ensuring the integrity of the company's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.
Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the Year 2020-21 tothe Bombay Stock Exchange Limited Where the Company's Shares are listed.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration in excess of the limits prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Information as required under the provisions of Rules 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are set outin Directors' Report.
The Company continues its focus on retention through employee engagement initiativesand provides a holistic environment where employees get opportunities to realize theirpotential.
The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (B S E). Thelisting fee for the year 2019-20 has been paid to the Exchange.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to our company.
Maintenance of Cost Records
The provisions relating to maintenance of cost records under Section 148 of CompaniesAct 2013 are not applicable to the Company.
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures (" Code") as approved by the Board from time to time are in forceby the Company. The objective of this Code is to protect the interest of shareholders atlarge to prevent misuse of any price sensitive information and to prevent any insidertrading activity by dealing in shares of the Company by its Directors designatedemployees and other employees. The Company also adopts the concept of Trading WindowClosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of Pharmaids Pharmaceuticals Limited at the time when there isunpublished price sensitive information.
Policy on Preservation of the Documents
The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015("Regulations") on Preservation of the Documents to ensure safe keeping of therecords and safeguard the Documents from getting manhandled while at the same timeavoiding superfluous inventory of Documents.
Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
In order to prevent Sexual Harassment of Women at Workplace a new act "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"has been notified on 9th December 2013. Under the said Act every Company is required toset up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee. The Company has adopted "Anti-SexualHarassment Policy" constituted "Redressal Committee" as required undersection 4 (1) of Sexual harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013. During the year under review no complaint of harassment at theworkplace was received by the Committee.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.