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Prism Medico & Pharmacy Ltd.

BSE: 512217 Sector: Others
NSE: N.A. ISIN Code: INE730E01016
BSE 00:00 | 22 Mar 38.40 -2.00
(-4.95%)
OPEN

38.40

HIGH

38.40

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38.40

NSE 05:30 | 01 Jan Prism Medico & Pharmacy Ltd
OPEN 38.40
PREVIOUS CLOSE 40.40
VOLUME 2092
52-Week high 44.80
52-Week low 15.40
P/E 60.95
Mkt Cap.(Rs cr) 23
Buy Price 38.40
Buy Qty 8.00
Sell Price 38.40
Sell Qty 6800.00
OPEN 38.40
CLOSE 40.40
VOLUME 2092
52-Week high 44.80
52-Week low 15.40
P/E 60.95
Mkt Cap.(Rs cr) 23
Buy Price 38.40
Buy Qty 8.00
Sell Price 38.40
Sell Qty 6800.00

Prism Medico & Pharmacy Ltd. (PRISMMEDICO) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting their 15th Annual Report on the business andoperations together with the Audited Statement of Accounts of the Company for the yearended 31st March 2017.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars Financial Year 2016-17 Financial Year 2015-16
(Rs.million) (Rs.million)
Total Income 1.53 1.49
Total Expenditure 3.79 1.57
Profit/(Loss) before Taxation -2.25 -0.08
Profit/ (Loss) after Taxation -2.27 -0.08

2. REVIEW OF OPERATION:

The Company has made profit of Rs. (2272873.33)/- during the financial year.Your Director expects to achieve better performance in the future taking maximum effortsto control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy ofProfits and carry forward losses in year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended up to date is not applicable since your Company has no such employees.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.

7. RELATED PARTY TRANSACTIONS :

There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. Information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure in Form AOC-2 and the same forms part of thisreport.

8. NUMBER OF MEETINGS:

The Board has met Ten times during the financial year the details of which are asunder:

07th April 2016 20th April 2016 27th May 2016 13th August 2016 18th August 201607th September 2016 07th October 2016 12th November 2016 22nd December 2016 14thFebruary 2017.

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.

9. COMPOSITION OF COMMITTEES:

During the F.Y 2016-17 Four Audit Committee Meetings Four StakeholderGrievance Committee Meetings and One

Nomination And Remuneration Committee Meeting were held and the Composition as on31.03.2017 is as below:

AUDIT COMMITTEE
Ms. Uma Pareek Chairman & Independent Director
Ms. Charu Pareek Member & Independent Director
Mr. Pallav Parajulee Member & Independent Director
STAKEHOLDER GRIEVANCE COMMITTEE
Mr. Pallav Parajulee Chairman & Independent Director
Ms. Uma Pareek Member & Independent Director
Ms. Charu Pareek Member & Independent Director
NOMINATION AND REMUNERATION COMMITTEE
Mr. Pallav Parajulee Chairman & Independent Director
Ms. Uma Pareek Member & Independent Director
Ms. Charu Pareek Member & Independent Director

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder’sRelationship Committees.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RE-APPOINTMENT OF DIRECTOR:

Mr. Jasjot Singh and Mr. Gursimran Singh who retires by rotation being eligible offershimself for re-appointment at the ensuing Annual General meeting.

B. INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with criteria of Independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013 and under clause 49 of the ListingAgreements with the Stock Exchanges. The Independent Directors has met Two times duringthe financial year without the attendance of non-independent directors and members of theManagement the details of which are as under:

03rd January 2017 31st march 2017

None of the Directors of your Company is disqualified under Section 162 (2) of theCompanies Act 2013. As required by law this position is also reflected in theAuditors’ Report.

C. APPOINTMENT OF INDEPENDENT DIRECTOR:

None of the Directors had appointed in the F.Y 2016-17.

D. CESSATION OF DIRECTOR:

None of the Directors had resigned in the F.Y 2016-17.

E. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.

(i) Mr. Jasjot Singh Managing Director

(ii) Ms. Anjali Aggarwal Company Secretary & Compliance Officer

12. SUBSIDIARIES:

We have 1 subsidiary company as on 31 March 2017. During the year the Board ofDirectors (the Board) reviewed the affairs of material subsidiaries. We have inaccordance with Section 129(3) of the Companies Act 2013 prepared consolidated financialstatements of the Company and all its subsidiaries which form part of the Annual Report.Further the report on the performance and financial position of the subsidiary Inaccordance with Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited financial statements of each of the subsidiary will be available on our websitehttp://www.prismmedicos.com/. These documents will also be available for inspection duringbusiness hours at the registered office of the Company.

13. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.

c) that 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 and

d) The Directors had prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 including Rules made there under andtherefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts ofCompanies under the Companies Act 2013 is not appended herewith. ANNEXURE A

15. AUDITORS & AUDITORS REPORT:

M/s. R. Mahajan & Associates Chartered Accountants existing auditors of theCompany had tendered their resignation from the position of Statutory Auditor due tounavoidable circumstances resulting into a casual vacancy in the office of

Statutory Auditor of the Company as envisaged by section 139(8) of the Companies Act2013 ("Act"). Accordingly the

Board proposes that M/s. Harjeet Parvesh & Co Chartered Accountants Chandigarhbe appointed as the Statutory Auditor of the Company to fill the casual vacancy caused bythe resignation of M/s. R. Mahajan & Associates Chartered Accountants.

M/s. Harjeet Parvesh & Co Chartered Accountants Chandigarh have conveyed theirconsent to be appointed as the Statutory Auditor of the Company along with a confirmationthat their appointment if made by the members would be within the limits prescribedunder the Companies Act 2013.

The appointment of Statutory Auditor caused by resignation of existing auditor needs tobe approved by members of the Company within a period of 3 months from the recommendationof the Board. Hence the resolution for appointment of M/s. Harjeet Parvesh & CoChartered Accountants as Statutory Auditor of the Company is proposed in this AnnualGeneral Meeting for the consent of the members.

Accordingly Ordinary Resolution is submitted to the meeting for the consideration andapproval of members.

16. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF

BOARD OF DIRECTORS) RULES 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules1988 regarding Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo is not applicable in case of your Company.

17. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed Mr. Jaymin Modi Company Secretary as Secretarial Auditor of theCompany for the financial Year 2016-17. The Secretarial

Audit Report forms part of the Annual report as Annexure to the Board’s Report.This report contains a qualification as mentioned below:

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure to the Board Report. ANNEXURE B

19. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which mayimpact Company adversely. However management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the Company.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has given loans guarantees or investments covered under the provisions ofsection 186 of the Companies Act 2013 and in line with the approval taken from theshareholders in the previous AGM. The details of the Loans given is mentioned under theschedules annexed to Balance Sheet

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.

22. STOCK EXCHANGES:

The Company’s shares are listed on the following Stock Exchanges:

(i) Bombay Stock Exchange Limited (BSE Ltd.)

23. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company is notfalling within the prescribed ambit as mentioned there in.

24. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexedherewith as Annexure to the Board Report. ANNEXURE C.

25. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE730E01016 has been allotted for the Company. Further the Companydoes not have any Equity shares lying in the Suspense Account.

26. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees fortheir contribution and thanks to our valued clients Bankers and shareholders for theircontinued support

By Order of the Board
Registered Office: For Prism Medico & Pharmacy Limited
23/91 White Bungalow Yashwant Nagar
Near Filmistan Studio and Patkar College
Opposite BMC School Goregaon West Mumbai-400104.

 

CIN - L51109MH2002PLC206595 Sd/-
Date: 28.08.2017 Anjali Aggarwal
Place: Mumbai Company Secretary & Compliance Officer

RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

A. Research & Development

1. Future plan of action

The Company is taking necessary steps for the revival of operations.

B. Technology absorption:

1. Efforts in brief made towards technology absorption adoption and innovation.

No new technology was introduced during the Year ended 2016-17.

2. Benefits derived as a result of the above efforts.

None.

3. In case of imported technology (imported during the last 5 years reckonedfrom the beginning of the financial year):

C. Foreign Exchange Earnings and Outgo

Nil

i. Earning- FOB value of Exports

Nil

ii. Outgo- CIF Value of Imports

Nil

By Order of the Board
Registered Office: For Prism Medico & Pharmacy Limited
23/91 White Bungalow Yashwant Nagar
Near Filmistan Studio and Patkar College
Opposite BMC School Goregaon West Mumbai-400104.
CIN - L51109MH2002PLC206595 Sd/-
Anjali Aggarwal
Date: 28.08.2017 Company Secretary & Compliance Officer
Place: Mumbai

ANNEXURE ‘A’ TO DIRECTORS’ REPORT

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s lengthbasis.

SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship NIL
2 Nature of contracts/arrangements/transaction NIL
3 Duration of the contracts/arrangements/transaction NIL
4 Salient terms of the contracts or arrangements or transaction including the value if any NIL
5 Justification for entering into such contracts or arrangements or transactions’ NIL
6 Date of approval by the Board NIL
7 Amount paid as advances if any NIL
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. Details of contracts or arrangements or transactions at Arm’s lengthbasis.

No material contracts or arrangement or transactions at arm’s length basis.

Registered Office: For Prism Medico & Pharmacy Limited
23/91 White Bungalow Yashwant Nagar
Near Filmistan Studio and Patkar College
Opposite BMC School Goregaon West Mumbai-400104.
CIN - L51109MH2002PLC206595 Sd/-
Anjali Aggarwal
Date: 28.08.2017 Company Secretary & Compliance Officer
Place: Mumbai