Your Directors have pleasure in presenting before you their 24th AnnualReport together with the Audited Accounts of the Company for the year ended 31stMarch 2017.
FINANCIAL RESULTS :-
The financial results of the Company for the year under review are summarized for yourconsideration:
|Particulars ||2016-2017 ||2015-2016 |
| ||(Amount in Lacs) ||(Amount in Lacs) |
|Gross Income ||1253.32 ||365.84 |
|Expenses ||1308.50 ||452.78 |
|Profit Before Interest and Depreciation ||(55.18) ||(86.94) |
|Interest ||3.33 ||1.45 |
|Depreciation ||206.60 ||216.36 |
|Net Profit/ (Loss) Before Tax ||(265.11) ||(304.76) |
|Provision for Tax ||0 ||81.03 |
|Net Profit/ (Loss) After Tax ||(265.11) ||(223.73) |
STATE OF COMPANYS OF AFFAIRS / BRIEF DESCRIPTION OF THE COMPANYfS WORKING
DURING THE YEAR / HIGHLIGHTS / OPERATIONS
During the year under review the turnover of the Company has increased from 365.84lacs to 1523.32. But the Company incurred a net loss of Rs. 265.11 lacs due to adversemarket conditions. The management is optimistic about the future growth of the Company.
Your Directors have not recommended any dividend in the current financial year.
The Company has not transferred any amount to any reserves.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Suninder Veer Singh (DIN 07693557) Director of theCompany retire by rotation in the ensuing Annual General Meeting and being eligible offerhimself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
|Name ||Designation |
|Mr. Ranjan Jain ||Managing Director |
|Mr. Suninder Veer Singh ||Joint Managing Director |
|Mr. Naresh Batra ||Chief Financial Officer |
There was no change in the Company's issued subscribed and paid-up Equity ShareCapital during the year.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
The Company has issued 300000 Equity Shares and 3739600 Zero Coupon Warrants onpreferential basis to the promoters and non-promoters of the Company. The Company hasreceived in-principal approval for the preferential allotment of shares and warrants andthe listing application for the allotment of 300000 Equity Shares was made to BSELimited and the approval was pending till the date of this notice. The Company alsoincreased its share capital to Rs. 25 Crores in its Extra-Ordinary General Meeting held on17/07/2017.
MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR
Your Directors wish to inform that the Company has changed its product line fromChemical manufacturing to Pharmaceutical Industry during the Financial Year under review.
LISTING WITH BSE LIMITED
The Equity Shares of the Company are listed at BSE Limited and are being regularlytraded on the Main Board of Exchange.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information has been given by way of an Annexure D-1 to this Report.
The Board of Directors has adopted The Code Of Conduct For Prevention Of InsiderTrading in accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulations 2015. The Insider trading policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation.
Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Listing Regulations 2015 Report on Corporate Governance is annexedherewith and forms a part of this Annual Report. A Certificate from Mr. Kanwaljit Singh apracticing Company Secretary confirming compliance with the conditions of CorporateGovernance is also annexed with the Annual Report
BUSINESS RESPONSIBILITY REPORT
Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable to the Company.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors Key Management Personnel and other employees is attached asAnnexure D-2 which forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review as stipulatedunder Part B of Schedule V to the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section asAnnexure D-3 forming part of this Annual Report.
PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:-
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read withRules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there are no employees falling in the category as defined in Rule5 (2). The details are given as Annexure D-4.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable as Company is not paying anyremuneration to any of the Director.
NUMBER OF MEETINGS OF BOARD
During the year 2016-17 07 (Seven) Board Meetings were held and 1 (One) IndependentDirectors meeting was held on 29.03.2017 as required under Schedule IV of Companies Act2013 and as per Listing Regulations 2015. The dates on which the Board Meetings were heldare 28.05.2016 12.08.2016 12.11.2016 13.12.2016 30.12.201613.02.2017 and 29.03.2017.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors. Accordingly following is the criteria for evaluation:-
a. Criteria for evaluation of the Board of Directors as a whole: i. The Frequency ofMeetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow and quantity ofInformation from the Management to the Board v. Number of Committees and their role. vi.Overall performance of the Company b. Criteria for evaluation of the Individual Directorsincluding Independent Directors; i. Experience and ability to contribute to the decisionmaking process ii. Problem solving approach and guidance to the Management iii. Attendanceand Participation in the Meetings iv. Personal competencies and contribution to strategyformulation v. Contribution towards Statutory compliances monitoring of controls andCorporate Governance
The Independent Directors had met separately on 29.03.2017 without the presence ofNon-Independent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Executive andNon-Executive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector`s performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpress their satisfaction with the evaluation process.
STATUTORY AUDITORS & AUDITORS REPORT:-
As the term of M/s Bansal Vijay & Associates Chartered Accountants Chandigarhexpires at the ensuring Annual General Meeting it is proposed to appoint M/s VinodSumitra & Co. Chartered Accountants as Statutory Auditors of the company to holdoffice from the conclusion of this Annual General Meeting till the conclusion of theAnnual General Meeting of the Company to be held in 2022 as per the provisions of Section139 of the Companies Act 2013. The auditors have confirmed that their appointment ifmade would be within the limits prescribed under the Act.
There are some qualifications or observations marked by the auditors in the Auditors'Report regarding the Company has not paid the statutory dues. The Company is taking stepsto clear all the dues shortly.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Anil Negi (M. No. 46547) a Company Secretary in practice having CP No. 17213 wasappointed as Secretarial Auditor of the Company for the Financial Year 2016-17 pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.
There are qualifications or observations or other remarks by the Secretarial Auditorsin the Report issued. The Company will soon file all the pending returns and take steps toupdate the site.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by Auditors under sub-section (12) of section 143including those which are reportable to the Central Government.
DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company for the F.Y.2016-17.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidation of financial statement In terms of Rule 6 of Companies (Accounts) Rules2014 are not applicable as Company does not have any subsidiary or associates.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
As required pursuant to provisions of section 134(1) (e) of the Act the Company has awell placed proper and adequate internal financial control system commensurate with thesize scale and complexity of its operations.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements ofListing Agreement with the Stock Exchanges a Risk Management Committee was constituted bythe Board of Directors with responsibility of preparation of Risk Management Policyreviewing and monitoring the same on regular basis to identify and review critical riskson regular basis The risks faced by the Company and their minimization procedures areassessed by the Board. Further the Company identifies risks and control systems areinstituted to ensure that the risks in each business process are mitigated. The Boardprovides oversight and reviews the Risk Management Policy on a regular basis. In theopinion of the Board there has been no identification of elements of risk that maythreaten the existence of the Company.
The Company has no subsidiaries or Associates as defined in the Companies Act 2013.
The Company has neither accepted nor renewed any deposits during the Financial Year2016-17 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is NIL.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany`s operations in future.
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 an Audit Committee has been duly constituted.The Audit Committee as on March 31 2017 comprises of the following Independent Directors:
|Mr. Balwant Singh Sandhu ||Independent Director Chairman |
|Ms. Neena Kumar ||Independent Director Member |
|Mr. Suninder Veer Singh ||Director Member |
Details of the Audit Committee have been separately given in the Corporate Governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.
NOMINATION & REMUNERATION COMMITTEE
In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and pursuant to the provisions of section178 of the Companies Act 2013 Nomination & Remuneration Committee as on March 312017 comprises of the following Directors
|Ms. Neena Kumar ||Independent Director Chairman |
|Mr.Ranjan Jain ||Director Member |
|Mr. Suninder Veer Singh ||Director Member |
The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has constituted StakeholdersRelationship Committee with following composition as on March 31 2017 :-
|Mr. Balwant Singh Sandhu ||Independent Director Chairman |
|Ms. Neena Kumar ||Independent Director Member |
|Mr. Suninder veer Singh ||Director Member |
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31 2017 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-6 and formspart of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2016-17 are attached as Annexure D-7 which forms part of this report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013
With reference to Section 134 (3) (h) of the Companies Act 2013 the Company has notentered into any contracts and arrangements with related parties under Section 188 (1) ofthe Act during the Financial Year 2016-17.
The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms ofSection 177 (10) of the Companies Act 2013 and also in terms of Listing regulations2015. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in theCorporate Governance Section which is annexed herewith. The Vigil Mechanism cum WhistleBlower Policy is also available on the Company's website
DIRECTORS Of RESPONSIBILITY STATEMENT
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) theDirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitand Loss of the Company for that period; (c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; (d) the Directors had prepared the annual accounts on agoing concern basis; (e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. (f) the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
The Company has devised proper systems to ensure compliance of all laws applicable tothe Company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.
CEO / CFO CERTIFICATION
In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the CFO have submitted necessary certificate to the Board of Directors stating theparticulars specified under the said Regulation. The Certificate has been reviewed by theAudit Committee and taken on record by the Board of Directors.
DEMATERIALIZATION OF SHARES
As mentioned in Company's earlier Annual Reports the Company's Equity Shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. About 96% of the shares of the Company are already indematerialized form. M/s Beetal Financial & Computer Services Pvt. Limited New Delhiis acting as the Registrar and Share Transfer Agents for this purpose and acts as commonshare agency in terms of SEBI Guidelines.
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).
Your Directors wish to express their sincere appreciation to valued Clients Company'sBankers
Associates Shareholders and Employees of the Company for their continued support &cooperation.
|For & On Behalf of the Board ||For & On Behalf of the Board |
|(Suninder Veer Singh) ||(Ranjan Jain) |
|Joint Managing Director ||Managing Director cum Chairman |
|(DIN 07693557) ||(DIN 00635274) |
PLACE: CHANDIGARH Date: August 30 2017