The Members of Vardhaman Laboratories Limited
Your Directors are pleased to present the 33rd Annual Report together withthe Audited Accounts for the financial year ended March 31 2018.
| || ||(Amount in Rs) |
|Particulars ||2017-2018 ||2016-2017 |
|Sales & Other Income ||354057 ||370176 |
|Cost of Sales and Expenditure ||754647 ||741945 |
|Profit / (Loss) Before Depreciation Exceptional and Extraordinary items and Tax ||(400590) ||(371769) |
|Less: Depreciation ||- ||- |
|Profit/(Loss) Before Exceptional and Extraordinary items and Tax ||(400590) ||(371769) |
|Less: Exceptional Items ||- ||- |
|Profit/(Loss) Before Extraordinary items and Tax ||(400590) ||(371769) |
|Add: Extraordinary Items ||- ||- |
|Profit/(Loss) Before Tax ||(400590) ||(371769) |
|Less: Provision Before Tax Current ||- ||- |
|Deferred ||- ||- |
|Net Profit/(Loss) for the Year ||(400590) ||(371769) |
During the period under review the Sales & Other Income was Rs. 3.54 Lacs and theCompany has incurred a Net Loss before tax of Rs.3.71 Lacs.
DIVIDEND AND TRANSFER TO RESERVES:
The Directors have not declared any dividend for the current financial year in lieu ofthe loss incurred.
The Company has not invited or accepted deposits from the public as per required underSection 73 of the Companies Act 2013 read with The Companies (Acceptance of Deposits)Rules 2014.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 31st March 2018 to which this financialstatements relate and the date of this report.
AUTHORISED SHARE CAPITAL:
The present Authorised Share Capital of the Company is Rs. 50000000/- (Rupees FiveCrore Only).
ISSUE OF EQUITY SHARES:
The present Issued and Paid-up Share Capital of the Company is Rs. 41246500/-(Rupees Four Crore Twelve Lacs Forty Six Thousand Five Hundred Only). During the year theCompany has not issued any Equity Shares.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR:
The Company does not have any Subsidiaries Joint Ventures or Associate companiesbecome or ceased during the year;
M/s. Agrawal Naredi & Co Chartered Accountants (Firm Registration No: 122480W)were appointed as Statutory Auditors of the Company at the 32nd Annual GeneralMeeting for five years i.e. from 32nd Annual General Meeting till theconclusion of the 37th Annual General Meeting.
Your Company has received a confirmation from M/s. Agrawal Naredi CharteredAccountants (Firm Registration No: 122480W) to the effect that that they are notdisqualified within the meaning of Section 141 and other applicable provisions of the Actand rules made thereunder.
There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditor of the Company in his audit report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. V. V. Chakradeo & Co. Company Secretaries to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report for FY 2017-18 in FormMR-3 is annexed herewith as "Annexure 1" forms part of the Annual Report asAnnexure to the Board Report.
There are no material or significant observations by the Secretarial Auditor exceptthat the Company (i) Has not appointed Managing Director Chief Financial Officer andCompany Secretary as KMP under Section 203 of the Companies Act since there hasbeen no activity in the Company the management cannot afford to appoint these KMPs (ii)Has not appointed Women Director as per Section 149 of the Companies Act 2013.The companyis in the process of searching a suitable women director.
M/s. Kabra & Patni Chartered Accountants Sangli were appointed as InternalAuditors of the Company during the year. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company and reports the sameto the Audit Committee.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) RE-APPOINTMENTOF MR. SUMEDH SHAH (DIN NO. 00321474):-
As per the provisions of Companies Act 2013 Mr. Sumedh Shah (DIN: 00321474) Directorwill retire at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. Your Directors recommend his re-appointment.
ii) INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the Securities andExchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements)Regulations 2015 (LODR) stating that they meet the criteria of independence as providedtherein and also none of the Directors of the Company are disqualified under Section164(2) of the Companies Act 2013.
iii) KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act 2013 the Company hasnot appointed any Key Managerial Personnel.
iv) BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Regulation (4) (2) (f) (ii)(9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 theBoard has carried out an evaluation of its own performance the performance of thedirectors individually as well as the evaluation of the members of Audit CommitteeNomination & Remuneration Committee and Stakeholders Relationship Committee. Theevaluation has been carried out as per the policy formulated by Nomination andRemuneration Committee.
MEETINGS OF THE BOARD
During the year under review 4 Board meetings were convened and held. The dates onwhich the said meetings were held are: May 30 2017 August 14 2017 November 15 2017and February 14 2018. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013
MEETINGS OF INDEPENDENT DIRECTORS:
According to Regulation 25 of the Securities and Exchange Board of India (SEBI)(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) a meeting ofthe Independent Directors is required to be held inter alia to review the performance ofthe Non-Independent Directors and the Board as a whole. Accordingly a meeting ofIndependent Directors was held on Friday March 23 2018 wherein the performance of thenon-independent directors and the Board as a whole was reviewed. The Independent Directorsat their meeting also assessed the quality quantity and timeliness of flow of informationbetween the Company's Management and the Board of Directors of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the Loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) the Directors have prepared the annual accounts of the Company on a goingconcern' basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Report on Corporate Governance and Certificate of the Auditors of your Companyregarding compliance of the conditions of Corporate Governance as stipulated in Schedule Vread with Regulation 34(3) of the Securities and Exchange Board of India (SEBI) (ListingObligations and Disclosure Requirements) Regulations 2015 is provided in a separatesection and forms a part of this report.
CORPORATE SOCIAL RESPONSIBILTY (CSR):
The provision of section 135 of the Companies Act 2013 relating to CSR are notapplicable to the Company and hence constituting the CSR committee developing andimplementing any CSR initiatives need not arise.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis on the operations of the Company as prescribedunder Schedule V read with Regulation 34(2)(e) of the Securities and Exchange Board ofIndia (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms a part of this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the nature of itsbusiness and the size and complexity of its operations.
Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR) the Board has carried out an annual performance evaluation of its own performancethat of its Committees and individual Directors.
The Directors expressed their satisfaction over the evaluation process and resultsthereof.
The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE:
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The composition and terms of reference of the Stakeholders' Relationship Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
The Policy of the Company on appointment and remuneration of Directors Key ManagerialPersonnel and Senior Management Personnel including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder Section 178(3) of Companies Act 2013 is appended as "Annexure 2" to thisReport.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy ThePolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them.
RISK MANAGEMENT POLICY
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. The Risk Management Policy provides foridentification of risk its assessment and procedures to minimize risk. The policy isperiodically reviewed to ensure that the executive management controls the risk as perdecided policy.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013:
Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are given in the "Annexure3" hereto and forms part of this Report.
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return as on the financial year ended March 31 2018 in Form MGT9 is annexed hereto as "Annexure 4" and forms a part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:
There are no significant material orders passed by the Regulators / Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not lent out any money or made any investments or provided anyguarantees during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable and as such does notform part of the Report.
STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:
During the year under review there was no employee receiving remuneration from theCompany. Therefore the Statement of Particulars of Appointment and Remuneration ofManagerial personnel as per Section 197(12) of the Act read with Rule 5(1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable.
PARTICULARS OF EMPLOYEES;
None of the employees of the Company is in receipt of remuneration exceeding the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
WOMEN'S GRIEVANCES REDRESSAL
Your Company does not have any women employee. Therefore "Policy on Prevention& Redressal of Sexual Harassment at Workplace" as per the requirement of theSexual Harassment of Women at Workplace (Prevention Promotion Prohibition and Redressal)Act 2013 is not applicable.
The Board records its gratitude for the Banker of the Company for their continuedsupport and confidence maintained throughout the year and look forward to better the same.Your Board
takes this opportunity to record its appreciation to all who have supported the Companyin its development.
| || |
By Order of the Board of Directors
| || |
For Vardhaman Laboratories Limited
|Place: Sangli ||MV || |
|Date: 14/08/2018 ||Sunil D. Shah ||Dharamchand Shah |
| ||Director ||Chairman |
|Registered Office: ||DIN: 00321471 ||DIN:00321468 |
|1393 Peth Bhag High School Road || || |
|Sangli-416 416. || || |
Disclosure of the particulars with respect to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules. 2014.
(A) Conservation of energy-
i. the steps taken or impact on conservation of energy: NIL
ii. the steps taken by the company for utilizing alternate sources of energy: NIL
iii. the capital investment on energy conservation equipment: NIL
(B) Technology absorption-
i. the efforts made towards technology absorption: None
ii. the benefits derived like product improvement cost reduction product developmentor import substitution: NIL
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-: NIL
iv. the expenditure incurred on Research and Development: NIL
C. Foreign exchange earnings and Outgo-
|Particulars ||2017-2018 ||2016-2017 |
|Total Foreign Exchange Received (F.O.B. Value of Export) || ||- |
|Total Foreign Exchange used: || || |
|i) Raw Materials ||- ||- |
|ii) Consumable Stores ||- ||- |
|iii) Capital Goods ||- ||- |
|iv) Foreign Travels ||- ||- |
|v) Others ||- ||- |
This Remuneration Policy provides the framework for remuneration of members of theBoard of Directors Key Managerial Personnel and other employees of the Company.
This Policy is guided by the principles and objectives as enumerated in Section 178 ofthe Companies Act 2013 to ensure reasonableness and sufficiency of remuneration toattract competent resources a clear relationship of remuneration to performance and abalance between rewarding short and long-term performance of the Company.
2. Aims & Objectives
A. The aims and objectives of this remuneration policy may be summarized as follows:
B. The remuneration policy aims to enable the company to attract retain and motivatehigh quality members for the Board and executives.
C. The remuneration policy seeks to enable the company to provide a well- balanced andperformance-related compensation package taking into account shareholder interestsindustry practices and relevant Indian corporate regulations.
D. The remuneration policy will ensure that the interests of Executives are alignedwith the business strategy and risk tolerance objectives values and long-term interestsof the company and will be consistent with the "pay-for-performance" principle.
E. The remuneration policy will ensure that remuneration to Executives involves abalance between fixed pay and incentive (by way of increment/bonus/ promotion/any otherform) reflecting short and long-term performance objectives appropriate to the working ofthe company and its goals.
3. Principles Of Remuneration
a. Support for Objectives: Remuneration and reward frameworks and decisions shall bedeveloped in a manner that is consistent with supports and reinforces the achievement ofthe Company's objectives.
b. Transparency: The process of remuneration management shall be transparent conductedin good faith and in accordance with appropriate levels of confidentiality.
c. Internal equity: The Company shall remunerate the Executives in terms of their rolesand responsibilities within the organisation. Positions shall be formally evaluated todetermine their relative weight in relation to other positions within the Company.
d. External equity: The Company strives to pay an equitable remuneration capable ofattracting and retaining high quality personnel. Therefore the Company will remainlogically mindful of the ongoing need to attract and retain high quality people and theinfluence of external remuneration pressures.
e. Flexibility: Remuneration and reward offerings shall be sufficiently flexible tomeet both the needs of individuals and those of the Company whilst complying with relevanttax and other legislation.
f. Performance-Driven Remuneration: The Company shall entrench a culture of performancedriven remuneration whether as part of increment or separately and in such form as may beconsidered appropriate.
g. Affordability and Sustainability: The Company shall ensure that remuneration isaffordable on a sustainable basis.
4. Remuneration To Non-Executive Directors
Non Executive directors may be paid remuneration by way of fee and reimbursement ofexpenses for participation in the Board and other meetings and commission and/or suchother payments as may be permitted by the law applicable to such payments. Such paymentsshall be subject to the provisions of Companies Act 2013.
5. Compensation Structure
Executives unless otherwise decided by the Committee shall receive a competitiveremuneration package.
6. Criteria For Identification Of The Board Members And Appointments Of SeniorManagement
The members of the board shall possess appropriate skills qualificationcharacteristics and experience. The objective is to have a Board with diverse backgroundand experience in business government academics technology human resources socialresponsibilities finance law etc. and in such other areas as may be considered relevantor desirable to conduct the Company's business in a holistic manner.
Independent directors shall be person of integrity and possess expertise and experienceand/or someone who the Committee/board believes could contribute to thegrowth/philosophy/strategy of the Company.
In evaluating the suitability of individual Board members the Committee takes intoaccount many factors including general understanding of the Company's business dynamicsglobal business social perspective educational and professional background and personalachievements.
Director should possess high level of personal and professional ethics integrity andvalues. They should be able to balance the legitimate interest and concerns of all theCompany's stakeholders in arriving at decisions rather than advancing the interests of aparticular constituency.
In addition Directors must be willing to devote sufficient time and energy in carryingout their duties and responsibilities effectively. They must have the aptitude tocritically evaluate management's working as part of a team in an environment ofcollegiality and trust.
The Committee evaluates each individual with the objective of having a group that bestenables the success of the Company's business and achieve its objectives.
The candidate for the appointment of senior management should possess adequatequalification characteristics and work experience.
The candidate for senior management should also possess high level of personal andprofessional ethics integrity and values.
7. AMENDMENTS TO THIS POLICY
The Nomination and Remuneration Committee is entitled to amend this policy includingamendment or discontinuation of one or more incentive programmes introduced in accordancewith this Policy.
8. APPROVAL AND PUBLICATION
This remuneration policy as framed and or amended by the Committee shall be recommendedto the Board of Directors for its approval.
The policy shall be disclosed in the Director's report to be issued by the Board ofDirectors in terms of requirements of Companies Act 2013