Your Directors are presenting here with the 23rd Annual Report to ge the r with theAudited statement of accounts for the financial year ended March 312017.
| || ||Rs. In Lakhs). |
|PRTICULARS ||AS AT 31 .03.201 7 ||AS AT 31.03.2016 |
|Sales & Other Income ||3551.49 ||11620.64 |
|PBID ||(1146.92) ||(479.56) |
|Interest ||479.30 ||880.99 |
|Depreciation ||119.63 ||135.63 |
|PBT ||(1745.85) ||(1496.18) |
|PAT ||(1726.60) ||(1464.05) |
PERFORMANCE AND BUSINESS REVIEW
During the year under review Company has achieved the turnover of Rs.3551.49 Land Lossof Rs. 1726.60 Las against Rs.11620.64 L and Rs. 1464.05 respectively for thecorresponding previous year.
Your Directorsdo not recommend any dividend due to lossduring the year under review.
TRANSFER TO RESERVES:
there has been no transfer to reserves out of the amount availablefor appropriation.
CHANGE IN THE NATURE OF BUSINESS:
there is no Change in the nature of the business of the Company during the year underreview.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
there are noSubsidiary / Joint Ventures/Associate Companies.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION186:
there are no loans guarantees or investments as specified under Section 186 of theCompanies act 2013.
RELATED PARTY TRANS ACT IONS:
All related party trans act ions that were entered into during the financial year wereon an arm's length basis and were in the ordinary course of business.there are nomaterially significant related party trans act ions made by the Company with PromotersDirectors or Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large.All Related Party Trans act ions are placed before theAudit Committee as also the Board for approval. the trans act ions entered into pursuantto the prior approval so granted are audited and a statement giving details of all relatedparty trans act ions is placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis. the Company hasdeveloped a Related Party Trans actions Policy for purpose of identification and monito ring of such trans act ions.
EXTR ACT OF ANNUAL RETURN:
the details forming part of the extr act of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as"Annexure-A" to this Report.
CORPORATE SOCIAL RESPONSIBILITY:
the provisions of Section 135 in respect of Corporate Social Responsibility (CSR) arenot applicable to your Company during the year under review.
MANAGEMENT DISCUSSION &ANALYSIS:
the Indian pharmaceutical market size is expected to grow to US$ 100 billion by 2025driven by increasing consumer spending rapid urbanisation and raising healthcareinsurance among o the rs. Going forward better growth in domestic sales would also dependon the ability of companies to align their product portfolio to wards chronic the rapiesfor diseases such as cardiovascular anti-diabetes anti-depressants and anti-cancers thatare on the rise.
the Indian government has taken many steps to reduce costs and bring down healthcareexpenses. Speedy introduction of generic drugs into the market has remained in focus andis expected to benefit the Indian pharmaceutical companies. In addition the thrust onrural health programmes lifesaving drugs and preventive vaccines also augurs well for thepharmaceutical companies.
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risk on a regular basis to help ensure thatthere isa robustsystem of risk controls and mitigation inplace.-
INTERNAL CONTROL SYSTEM
the Company's internal control system is designed and framed to ensure day to dayeffective and efficient operations and compliance of laws and regulations. An alertinternal audit group monito rs the systems and processes. the prime objective of thisaudit isto test the adequacy and effectiveness of all internal control systems and suggestimprovements. Significant issues are brought to the attention of the audit committee forperiodical review. '
I n any organization communication with employee is a key determinant f act o r ofsuccess your company believes that employees are the most valued assets for success andgrowth of the Company. Your Company had implemented internet network for communicationbetween management and employees for enhanced accessibility and transparency.Company has also initiated many morale building programs to streng the n their self-beliefwhich fur the r benefits the Company.
During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies act 2013 read to ge the r with theCompanies (Acceptance of Deposits) Rules 2014.
DIRECTORSAND KEY MANAGERIAL PERSONNEL:
n I accordance with the provisions of Section 152 of the Companies act 2013 and theCompany's Articles of Association Dr. Vinod Goyal Director retires by rotation at theforth coming annual general meeting and being eligible offer himself for re-appointment.Pursuant to Section 149(7) of the act the Company has received declaration of Independencefrom all the Independent Directors as stipulated under section 149(6).
Shri N.R. Chaube and Shri Mahendra Kalwankar ceased to be directors by resignation-witheffective from 30th December 2016. the Board places on record his appreciation of thevaluable advice and services rendered by the m during their tenure of office.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
n I terms of the provisions of the Companies act 2013 read with Rules issuedthereunder and Clause 49 of the Listing Agreement the Board of Directors on recommendation ofthe Nomination and Remuneration Committee have evaluated the effectiveness of theBoard/Director(s) for the financial year 2016-17.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirmingthat the y meet the criteria of independence as prescribed under the provisions ofCompanies act 2013 read with the Schedules and Rules issuedthere under as well as Clause49 of the Listing Agreement.
NUMBER OF MEETINGS OF THE BOARDAND AUDIT COMMITTEE:
the Company has held 8 (Eight) Board Meetings during the year under review on 10th May'201621 st July' 2016 12thAugust'201614th September'201630th September'201614thNovember1201630th December12016 and 14th February'2017.
the Company has held 4 (Four)Audit Committee Meetings during the year under review on21 st July1201612th August'201614th November'2016 and 14th February'2017.
WHISTLE BLOWER POLICY:
the Company has a whistle blower policy to report genuine concerns orgrievances.
Company established a vigil mechanism pursuant to the provisions of section 177(9)& (10) of the Companies act 2013 and as per Clause 49 of the Listing Agreement fortheir directors and employees to report their genuine concerns or grievances. which alsoincorporates a whistle blower policy in terms of the Listing Agreement includes an Ethics& Compliance Task Force comprising senior executives of the Company. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the member ofAudit committee or to the Chairman of the Audit Committee.
STATEMENT OF DIRECTORS'RESPONSIBILITY
Pursuant to Section 134(3) (c) of the Companies act 2013 the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards and Schedule III of the Companies act 2013have been followed andthere are no material departures from the same;
(b) the Directors have selected such accounting policies and applied the m consistentlyand madejudgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2017 and of the profit and loss of the Company for the financial year ended 31 st March 2017;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate andwere operatingeffectively;and
(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systemswere'adequate and operating effectively.
the conditions of corporate governance requirements are not applicable to the Companyin view of net worth requirements.
As per the provisions of Section 139(2) of the Companies act 2013 read with rule 5 ofthe Companies (Audit and Auditors) Rules 2014 every such company falling under the saidrule shall not appoint an audit firm as auditor for more than two consecutive terms offive years or an Individual for more than one term of five consecutive years and anIndividual / audit firm which has completed its term shall not be eligible forreappointment as auditor in the same company.
Accordingly the term of the existing StatutoryAuditors M/s. Milind Mehta & Co.CharteredAccountants is coming o t an end. the Board of Directors have recommendedappointment of M/s R.B. Gohil & Co Chartered Accountants Jamnagar bearing FirmRegistration no. 119360W as the Statutory Auditor of the Company in place of M/s. MilindMehta & Co. Chartered Accountants existing Statutory Auditors of the Company tohold office from the conclusion of the ensuing Annual General Meeting till the conclusionof the Twenty Eighth Annual General Meeting.
Fur the r as required under the Companies act 2013 a resolution for the appointmentof Statutory Auditors has been incorporated in the Notice convening the ensuing AGM forseeking the approval of members.
M/s R.B. Gohil & Co. Chartered Accountant have furnished a certificate of theireligibility for appointment under Section 139 of the Companies act 2013.
M/s R.B. Gohil & Co. Chartered Accountants have confirmed their eligibility underSection 141 of the Companies act 2013 and the Rules framedthere under for appointment asAuditor of the Company.
there are no Qualifications made by the Auditor in their Report as emphasis of theAuditor in their Report are self-explanato ry and require no separate comments.
COSTAUDITOR . .
Pursuant to the provisions of the Companies act 2013 the Board of Directors haveappointed M/s Chetan Gandhi & Associates Cost Accountants as Cost Auditors for thefinancial year ending March 31 2018 at a remuneration decided by the Board of Directorson recommendation of Audit Committee. Necessary resolution seeking the ratification byshareholders of the Company has been proposed in the notice convening Twenty-third AnnualGeneral Meeting.
Pursuant to the provisions of Section 204 of the Companies act 2013 readwith theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Mohd. Akram Pr act icing Company Secretary to conduct the SecretarialAudit of your Company. the Secretarial Audit Report is annexed herewith as"Annexure -B" to this Report.
As regards qualification in the Secretarial Audit Report relating to non appointment ofCompany Secretary and CFO the Board is in the process of appointing suitable candidatesfor the same and appointment will be done in duecourse.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
the Company does not have any employee of the category specified Section 197 of theCompanies act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 20*14.
SIGNIFICANT/MATERIAL ORDERS PASSED BYthere GULATO RS:
there are no significant / material orders passed by there gulators or Courts orTribunals imp act ing the going concern status of your Company and its operations infuture.
GENERAL: a) Your Company has not issued equity shares with differential rightsas to dividend voting or otherwise; and b Your Company does not have any ESOP scheme forits employees/Directors.
A) CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Additional information as required in terms of the provisions of Section 134 of theCompanies act 2013 read with the Companies (Accounts) Rules2014 in respect to abovematters isgiven below:
|Power and Fuel Consumption ||2016-17 ||2015-16 |
|1 .Gas and Electricity || || |
|a) (1)Gas || ||- |
|Quantity (Kgs) ||- ||- |
|Total Amt. (Rs.) || - ||- |
|Average Rate / Unit ||- ||- |
|(2) Electricity || || |
|Unit ||971129 ||936396 |
|Total Amt. (Rs.) ||7273709 ||7274.139 |
|Average Rate / Unit ||7.490 ||7.768 |
|b) (1) Own Generation || - ||. |
|2. Coal ||- ||- |
|3. Furnace Oil LSHS & L.D.O. || || |
|Quantity (Ltrs) ||53007 ||65710 |
|Total Amt. (Rs.) ||2360685 ||3114420 |
|Average Rate / Unit ||44.53 ||47.39 |
|4. Other / Internal Generation ||- . || |
the Company has no specific Research and Development Department. However the Companyis outsourcing the R&D work for the development of new moleculesand also has ain-house QualityControl Departmentto check the quality of different products manuf actured.
C. FOREIGNEXCHANGEEARNINGSAND OUTGO:
Total Foreign exchange used and Earned (in Rs.)
| ||For the year ended March 31 |
|Particulars || || |
| ||2017 _ j ||2016 |
|Used ||14773702 ||4417889 |
|Earned ||202899567 ||120797817 |
Your Board of Director is grateful to the Company's Shareholders Bankers GovernmentAuthorities Custo mers Suppliers Distributo rs and Business Associates for theircontinued and valued support. the Directors also wish to place on record theirappreciation to Ccompany's personnel at all levels for the contribution made by the m towards the working of your Company.
|For and on behalf of the Board of Director |
|Ashwani Khemka |
Place :Mumbai Dated : August 142017