Vour directors have pleasure in presenting their Twenty Seventh Annual Report togetherWith Audited Statement of Accounts of the Company for the year ended 31*' March 2021.
The Working results of the Company are as under
|PARTICULARS ||31.03.2021 ||31.03.2020 |
|TURNOVER ||995.52 ||1060.19 |
|OTHER INCOME ||21.67 ||25.54 |
|TOTAL INCOME ||1017.19 ||1085.73 |
|PROFIT BEFORE DEPRECATION AND TAXATION ||18.47 ||38.74 |
|LESS: DEPRECATION ||8.12 ||7.90 |
|PROF1T/LOSS BEFORE TAX ||10.35 ||30.84 |
|LESS: PROVISION FOR TAXATION ||0 ||0 |
|PROFIT FOR THE YEAR ||10.35 ||30.84 |
|BALANCE AS PER LAST BALANCE SHEET ||(286.06) ||(316.90) |
|TOTAL PROFIT/LOSS ||(275.71) ||(286.06) |
BUSINESS OPERATIONS & PROSPECTS:
During the year under review your company has sales turnover of Rs.9.96 Cr.(ln respectof Itsexisting activities).Profit before tax to Fts.18.47 Lacs
In view of the need to conserve the resources of the Company the Directors of theCompany do not recommend dividend for the year
CHANGE IN NATURE OF BUSINESS:
There la no change in the nature if business during the year SHARE CAPITAL:
The paid-up equity shore capital as on 31w March 2021 was Rs. 44805000/-.There was no public Issue right issue bonus issue or preferential issue etc. during theyear The company has not Issued shares with differential voting rights sweat equityshares nor has it granted any stock options
NUMBER OF MEETING OF BOARD OF DIRECTORS:
The board of Directors duly met 6 times fen a year and In respect of thoso meetingspropor notices were given arid the proceedings were properly recorded In the minute's bookol the company maintained tor this purpose under the Companies Act. 2013.
SUBSfOIARY/JOINT VENTURSS/ASSQC1ATE COMPANIES'
The company has no any subsidiary joint venture or associate companies.
DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U?S 149 <101:
The board of the company consist of 6 Directors out of which three are independentDirectors one Managing Director and one whole Time Director.
All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Ad. 2013 and SEQIfListingObligations and Dmdosure Requirements) Regulation2015 which h3$ tioun rolled on by thecompany and placed at the Board Meeting of the company held on 2 V June. 2021
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A separate report or Management Discussion and Analysis is attached as a part of theAnnual report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of tne Annual Return in form MGT-91is annexed herewith
Your Company has continued manufacturing agreement with Reekjt Bonck'tser Indio Ltd.for Bales of Isabgol Husk based product Fybogol' Abbot HoallhcatePvi Ltd.* for sales ofFABOLfTE' .Karnataka Antibiotics & Pharmaceuticals Ltd tor sale of Husky'. "OmanHygienic Products LLC" for exports Rhine Biogenics Pvt. Ltd for sale of Trugol SFPowder' andKinedex Healthcare Pvt Ltd for sale cif Laxovel Group of product and AppoloPharmacy for sale of Sat-lsabgoi etc Your Company has also continued manufacturingagreement with Karnat3ka Antibiotics & Pharmaceuticals Limited for sale of IsabgolHusk Dased product on third party contract manufacturing.
During the period under review your company exported Rs. 30701222.35 (US$ 41700415).Tho Company continued its focus on development of Export Markets for AlbendazoleBolus. Fibron SF Pawdor and Fibermato (Isabgol bBsod formulations) to supplement thepresent low domestic demand situation During the currant year under review company enteredinto manufacturing contract with South America based well known Pharmaceuticals Company.
The report on the Corporate Governance code along with a certificate from tho Auditorsof theCompany regarding the Management Discussion and Analysis Report areannexed to thisreport.
DIRECTOR'S RESPONSIBILITY STATEMENT:
"Rib Directors confirm:
1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed.
2 The Directors have selected such accounting policies and applied themconsisteritlyand made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affair of the Company at the end of financial yearand of the profit of the Company for that period.
3. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of The Compands Act. 2013 forsafeguarding the assets of the Company and for preventing and detecting fraudand otherirregularities.
4 The company has prepared the attach annual statement for the year ended 31 'March2021 a going concern basis
5. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6 There is proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Your Company has entered into agreement with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to holdshares inDematenaUzed form
Your Company has paid Listing Fee for the year 2021-22 at Bombay Stock Exchange LtdINDUSTRIAL RELATIONS:
Industrial relations remained cordial throughout the year Your Directors place onrecord their deep appreciation of the contribution made by the employees at all levels.
The company has not invited or accepted any Deposits within Ihe meaning of Section 73of the Companies Act. 2013 and the rules made there under.
LOANS. GUARANTEE AND INVESTMENTS:
Pursuant to the Provision of Section 186(4) of the Companies Act. 2013 requiringdisclosure in the financial statements of the full particulars of the loan givenInvestment made or guarantee given or security provided directly or indirectly to anyperson (other than to employees under contractual obligations) or to other body corporateThe company does not make any Investment in securities or give guarantee to any other bodycorporate. Further the company has not given any loan to others during the year endedMarch 31 2021
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and/or material orders passed by the Regulators or Courts ofTribunals impacting the going concern status of the Company
The Audit committee of the Comprises of Mr Mayankkumar S Patel Mr Jitendra PLimbachtya and Mr. Hasmukh S Darji and Mr.Mustufa NAjmuddin Jodhpurwala wef 06.02.2021.Members.Themembers of the Audit Committee duty met 5 times In year
The details of terms of reference of the Audit Committee number and dates of meetingsheld attendance of the Directors and remuneration paid to them are given separately inthe attached Corporate Governance Report.
REMUNERATION AND NOMINATION COMMITTEE:
The Remuneration and Nomination committee of the Comprises of Mr. Mayankkumar S. Pateland Mr Jitendra P Llmbachtya as Members The members of the Remuneration and Nominationcommittee duly met 4 times In year
The details of terms of reference of the Remuneration and Nomination Committee numberand dates of meetings held attendance of the Directors and remuneration paid to them aregiven separately in the attached Corporate Governance Report
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Comprises of Mrs. Krutiben M Patel. MrHasmukh S Darji and Mr.Mustufa NAjmuddln Jodhpurwala as Members The members of theStakeholders Relationship Committeeduly met 4 times in year.
The details of terms of reference of the Stakeholders Relationship Committee numberand dates of meetings held attendance of the Directors and remuneration p3id to them aregiven separately in the attached Corporate Governance Report.
DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
Smt Krutiben M Patel will be retinng at the ensuring Annua! Genera! Meeting and beingeligible offers himself for being re-appointment.
There are no employees covered Under Section 197 of Ihs Companies Act. 2013 read withCompanies (Particulars of Employees) Rules 1975 and hence no information^ required tothlsreport.
INTERNAL CONTROL AND ITS ADEQUACY:
The company has adequate internal controls and processes in place with respect to itsfinancial statements which provides reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements These controls andprocesses are driven through various policies procedures and certifications. 1'heprocesses and controls are reviewed periodically The company lias a mechanism of testingthe controls at regular intervals for their design and operating effectiveness toascertain me reliability and authenticity of financial information.
CORPORATE SOCIAL RESPONSIBILITYfCSR):
Since the Company's net worth does not exceed Rs 500 crores or Company's turnover doesnot exceed Rs.1000 crore or 1he Company's net profit does not exceed Rs.5 crrjre for anyfinancial year the provisions of section 135 of the Companies Act.2013are not applicableto the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.:
Particulars with respect to Conservation of Energy a3 per Section 13*1 of theCompamesAct 2013 read with the (Disclosures of particulars the Report of Board ofDirectors)Rules. 1968 and forming pan of the Directors
M/s Milmd Shah & Company .Chartered Accounts of the Company have submitted theirIndependent Auditors Report on the financial Statements of tho Company for the year ended31s March.2021 and they have made no qualification reservation or adverseremark in their report. They are as the Auditors to hold Office from the conclusion ofIhe ensuring Annual General Meeting until the conclusion of Ihe next Annual GeneralMeeting of the Company. You are requested to reappoint the auditors and fix theirremuneration
COST AUDfTORS & COST AUDIT REPORT:
Pursuant to ihe directives ol the Central Government under the provisions of Section148(3) of the Companies Act. 2013.tlte appointment of Cost Auditors is not applicable tothe Company
Pursuant to the provision of Section 204 of the Companies Act. 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Ihe Company with theapproval ol ns Board appointed M/s. AJay Parikh & Associates a firm of CompanySecretaries in practice to undertake the Secretanal Audit of tne company for the financialyear ended March 31. 2021 The Secretariat Audit Report is herewith as annexure TheSecretarial
Auditors In lhe<r Secretarial Audit Reportfln the Annexure to their Audit Reporthave not provided with any qualification
RESERVATION AND QUALIFICATION ON AUDITOR REPORT:
There are no qualifications or adverse remarks In the Auditors Report which require anycianficationy explanation the notes on financial statements are self-explanatory andneeds no further explanation
Further the Auditor's Report for the Financial year ended 31w March. 2021 i$annexed herewith for your kind perusal nnd Information
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered ori aim s length basts and ore incompliance with trie applicable provisions of section 1SB of tlio Companies Act 2013.Thero are no materially significant related party transactions mode by the company wcthpromoters. Directors or key Managenat Personnel etc. whicn may have potential conflictwith the interest of the company at large.
Tlie details of the transactions with Rotated Party are provided in the accompanyingfinancial statements in Form AOC-2 enclosed as Annexure D.
The COVID-19 pandemic is a worldwide aists and nas meant that the economies will haveto operate alongside the disease now as the attention has started shifting from lockdownto S3fe reopening The Company strictly followed the guidelines issued by the local stateand central governments and beyond lo protect the health and well-being of its workforceand ensured minimum disruption to Its customers The Second waive of Covid 19 also effectin March to May2G21. due to this effect in Company's working etc.
The Company has put in place adequate affective system and man power for the purposesof risk Management by formulating risk management policy of the Company
Ail the properties of the Company including Building. Plant & MachineryStonknndStoreshavebean adequately insured
CASH FLOW STATEMENT:
As required by amended Clause 32 of the Listing Agreemeni a Cash Flow Statement Is
FORMAL ANNUAL EVALUATION:
The Company has devised a policy for performance evaluatlonof Independent directors.Board. Committees & individualdlrectors which includes criteria for performancea-valuation of
executive directors & non-executive directors. Boardof directors have expressedtheir satisfaction with Iheevaluation process.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has formulated a Policy to establish a vigil mechanism for Directors andemployees of the Companyto report concerns about unethical behavior actual or suspectedfraud or violation of the company's code of conduct
Your Directors express their sincere thanks tor the co-operation and assistancereceivedfrom Dena Bank Your Directors also express their gratitude to theInvestorsEmployees Agents. Dealers and Consumers of the Company For their valuablesupportand continued confidence reoon in the company
| ||By order of the Board |
|PLACE: Sldhpur ||Mayank S. Patel |
|DATE: 21.06.2021 ||(CHAIRMAN CUM MD) |