Relish Pharmaceuticals Limited
The Directors' present the 23rd Annual report on the business and operationsof your Company for the year 2015-16.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
| ||(Rs.) ||(Rs.) |
|Gross Sales/Income ||48536788 ||26569154 |
|Less Depreciation ||4480270 ||6000512 |
|Profit/(Loss) before Tax ||9224684 ||2671318 |
|Taxes/Deferred Taxes ||2310537 ||1362172 |
|Profit/(Loss) After Taxes ||1191592 ||1309146 |
|P& L Balance b/f ||80407180 ||79098034 |
|Profit/ (Loss) carried to Balance Sheet ||81598772 ||80407180 |
NATURE OF BUSINESS
The Company is engaged in the business of manufacturing and trading of pharmaceuticalsProducts. There was no change in the nature of the business of the Company during the yearunder review.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.
TRANSFER TO RESERVES
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the amount of Rs. 1191592/- has been carried to Reserves and Surplusaccount.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company drew remuneration of Rs. 6000000/- or more perannum Rs. 500000/- or more per month during the year. Hence no information is requiredto be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
The paid up Equity Share Capital as on March 31 2016 was Rs. 15656750/-
A) Issue of equity shares with differential rights:
During the year under review the Company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options
During the year under review the Company has not issued any sweat equity shares.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.
The Company has not borrowed loan from any Bank or Financial institution during theyear under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not any advanced loan Guarantees and Investments or security to anyperson as specified under section 186 of the Companies Act 2013.
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your company's operating framework. Your companybelieves that managing risk helps in maximizing returns. The company's approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigation the impact the impact of price risk onfinished goods.
The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative.
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 and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.relishpharma.com/pdf/board-policy/Whistle-Blower-Policy.PDF
a) Changes in Directors and Key Managerial Personnel:
Mr. Sujay Mehta Director of the Company are liable to retire by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment.
During the year under review Company has accepted resignation of Mr. Harsh Shah andMs. Anar Patel from the Directorship of the Company on 12/08/2015 and 26/03/2016respectively.
The Company has appointed Mr. Chandresh Patel on 12/08/2015 as an additional directorand Ms. Sonal Patel also appointed as an additional director of the Company on 26/03/2016.
The Company has appointed Ms. Bhoomika Vasvani as a Company Secretary cum ComplianceOfficer of the Company on 05/08/2015.
During the year under review Company has appointed Mr. Sujay Mehta as Chief FinancialOfficer of the company and Ms. Payal Mehta as chief Executive officer of the company on20/08/2015.
b) Declaration by an Independent Director(s) and reappointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
c) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.
d) Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
e) Number of Meetings of the Board of Directors and Audit Committee
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year Twenty One Board Meetings and one Independent Directors' meeting andfour Audit Committee Meetings were convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
In view of losses your Directors do not recommend any dividend during the year.
During the year under review the Company has not accepted any deposits to which theprovisions of section 73 74 of the Companies Act 2013 read with Acceptance of DepositsRules 2014 as amended are applicable.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended March 31 2016 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2016 and of theprofit of the Company for the year ended on that date; c. that proper and sufficient carehas been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-A".
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
A. Statutory Auditors
The Company's Auditors M/s. B. J. Trivedi & Associates Chartered AccountantsAhmedabad who retires at the ensuing Annual General Meeting of the Company are eligiblefor reappointment. They have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed there under for reappointment as Auditors of theCompany. As required under SEBI (Listing Obligations and Disclosure Requirement)
Regulations 2015 the auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.
B. Internal Auditor
The Company has appointed M/s. Suresh R. Shah & Associates Chartered AccountantsAhmedabad as internal auditors of the company.
C. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure -B".
Reply to the qualification Remarks in Secretarial Audit Report:
a) Composition of Board of Directors Audit Committee & Nomination and RemunerationCommittee:
The composition of the Board of Directors is not in compliance with SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 read with the provisions ofCompanies Act 2013.
In this regard the management of the Company has provided the following reply:
The company is in the process of complying with these requirements of the CompaniesAct 2013 by way of finding out suitable candidate.
b) Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and also submitted to BSE Limited also.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report pursuant to Schedule V of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 forms part ofthis Report and the same is annexed hereto.
REPORT ON CORPORATE GOVERNANCE:
A separate Report on Corporate Governance along with Certificate from Auditors on itscompliance as annexed hereto.
Your Company is engaged in a single segment only.
CORPORATE SOCIAL RESPONSIBILITY: NOT APPLICABLE
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-C".
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.
During the financial year 2015-16 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2016.
The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company.
| ||For On Behalf of Relish Pharmaceuticals Limited |
|Date : 29/04/2016 || || || |
|Place : Ahmedabad || || || |
| ||Sd/- ||Sd/- ||Sd/- |
| ||Dakshesh Shah ||Payal Mehta ||Sujay Mehta |
| ||Director ||Director ||Director |
| ||(DIN: 00561666) ||(DIN: 02145421) ||(DIN: 02145467) |