Sensex 27511.43 -132.45 (-0.48%)26-May-15 15:15
Nifty 8333.15 -37.1 (-0.44%)26-May-15 15:05
BSE: 531541 | NSE: | ISIN: INE881A01015
Market Cap: [Rs.Cr.] 63.68 | Face Value: [Rs.] 10
Your Directors have pleasure in presenting their Twenty- First Annual Report on thebusiness and operations of the Company and the Audited Financial Accounts for the yearended 31st March, 2014.
|(Rs. in Lakhs)|
|Revenue from Operations||5,688.67||17,015.04|
|Profit/(Loss) Before Depreciation, Interest. Tax (PBDIT)||(486.15)||3,386.14|
|Profit/(Loss) Before Interest|
|& Tax (PBIT)||(1,448.03)||2389.63|
|Profit/(Loss) Before Tax (PBT)||(3,202.91)||879.41|
|Provision for Income Tax||-||200.00|
|Profit/(Loss) for the year||(3,257.34)||827.44|
Previous Year's figures have been regrouped/ reclassified wherever necessary to conformto the current years classification.
In view of loss incurred during the year, Your Directors do not recommend any dividendon Equity Shares for the year under review.
YEAR IN RETROSPECT
During the year, the Company registered a significant decline in Net Sales and theOperational income for the year was Rs. 5688.67 Lakhs as against 17015.04 Lakhs in theprevious year, registering a decrease in sales by 66.57%, primarily the same was onaccount of Companys high dependence on certain customers with whom your Companycould not do business as compared to previous years and also on account of multiple issuesincluding the one's at the customers end beyond the control of your company. Also themarket remained sluggish for the API & Intermediates players.
During the year under review, Capital work in progress amounting to Rs. 291.90 Lakhswas capitalized and in addition Rs. 261.57 Lakhs was incurred on maintenance capex.
The Company continues with its efforts to maintain highest quality standards andcomplies with various regulations as required by laws for supplies of products to variousterritories. The Company currently has following valid certifications:
The Solapur unit of the Company is cGMP compliant and is USFDA inspected.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, theDirectors confirm that:
a) In the preparation of the annual accounts for the year ended 31st March, 2014, theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) Your 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 31st March, 2014 and of the Profitand Loss Account for the year ended on that date;
c) Your Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theAssets of the company and preventing and detecting fraud and other irregularities and
d) The accounts for the year ended 31st March, 2014 have been prepared on a goingconcern basis.
Your company has been proactive in following the principle and practice of goodcorporate governance. The Company has taken adequate steps to ensure that the conditionsof Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the StockExchanges are complied with.
A separate statement on corporate governance is annexed as a part of the Annual Reportalong with the Auditors certificate on its compliance. A report in the form of ManagementDiscussion and Analysis pursuant to clause 49 of the Listing Agreement, as a part of thisreport is annexed hereto.
Mr. Rajendra Kaimal (DIN: 00032839), Non-executive Chairman & Managing Directorretires by rotation at the ensuing Annual General Meeting and being eligible, offershimself for re-appointment.
Mr. Manoj Jain (DIN: 00034727), Non-executive Director retires by rotation at theensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Dr. Sunil Pitroda (DIN: 07028212), was appointed as an Additional Director of theCompany, in the category of an Independent Director. Pursuant to Section 161(1) of theCompanies Act, 2013, Dr. Sunil Pitroda holds office till the date of this Annual GeneralMeeting and it is proposed to appoint him as an Independent Director of the Company forthe period of 5 years from December 30, 2014 to December 29, 2019.
Brief profiles of the abovementioned Directors are included in a separate Annexureafter the Notice, forming part of this Annual Report.
PARTICULARS OF EMPLOYEES:
The Board of Directors commends the continued dedication & support of employees atall levels. During the year under review the Management has made best efforts to keep theindustrial relations peaceful and cordial.
Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars ofEmployees) Rules, 1975 as amended, requires Companies to list out names of the employeesdrawing remuneration of more than Rs. 5 Lakhs per month and/or more than Rs. 60 Lakhs Perannum.
However, none of the employees of the Company drew remuneration of Rs. 60 Lakhs orabove per annum and/or Rs. 5 Lakhs or above per month during the year under review.
M/s. Mukesh Mehta & Associates, (Registration No. 116309W) Chartered Accountants,Mumbai, the statutory auditor of the Company hold office until the conclusion of theensuing Annual General Meeting of the Company. The said Auditor have been holding officeas Statutory Auditor of the Company for a period of 10 (Ten) consecutive financial years.In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit andAuditors) Rules, 2014, a listed company cannot appoint or re-appoint an audit firm as anAuditor for more than two terms of five consecutive years. The period for which the firmhas held office as Auditor prior to the commencement of the Companies Act, 2013 shall betaken into account for calculating the period of 10 (Ten) consecutive years, as the casemay be. Further Section 139 of the Companies Act, 2013 has also provided a period of 3(Three) years from date of commencement of the Act to comply with this requirement andaccordingly they can be appointed as Auditors for a further period of 3 (three) years onlyin terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit andAuditors) Rules, 2014. Accordingly it is proposed to appoint M/s. Mukesh Mehta &Associates, (Registration No. 116309W) Chartered Accountants, Mumbai as statutory auditorsof the Company to hold office from the conclusion of the Twenty First Annual GeneralMeeting till the conclusion of the Twenty Fourth Annual General Meeting of the Company,i.e. for a period of 3 (Three) years, subject to ratification of their appointment atevery annual general meeting. The statutory auditor has confirmed their eligibility andwillingness to accept office, if re-appointed.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Energy Conservation, Technology Absorption and ForeignExchange Earnings and Outgo as required to be disclosed under Section 217(1) (e) of theCompanies Act, 1956 read with the Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules, 1988 are set out as an annexure forming part of thisReport.
During the year under review, the company has neither invited nor received any depositsfrom the public.
The Board of Directors take this opportunity to thank the Financial Institutions,Banks, employees, business associates, suppliers, Stock Exchanges, other regulatoryauthorities and all the stake holders of the Company for valuable sustained support andcooperation in conducting the operations of the Company. The Board also places on recordthe sustained management support received from M/s. Arch Pharmalabs Limited, the ParentCompany.
|For and on behalf of the Board|
|Date: 05.12.2014||Sd/-||Sd /-|
|Place: Mumbai||Manoj Jain||Ajit Kamath|
|Director||Chairman & Managing Director|
ANNEXURE - A TO THE DIRECTORS REPORT
Information under Section 217(1) (e) of the Companies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988
A. Conservation of Energy:
|a. Energy Conservation Measures taken||: The Company is engaged in continuous process of energy conservation through improved operational and maintenance practices.|
|b. Total energy consumption per unit of Production||: Details are furnished in Form A|
|B. Technology absorption||: Details are furnished in Form B|
|C. Foreign Exchange Earnings and Outgo||2013-2014||2012-2013|
|1. Foreign Exchange Earnings (Rs. In Lacs)||198.79||3716.64|
|2. Foreign Exchange outgo (Rs. in Lacs)||992.53||1637.40|
|3. Net Foreign Exchange Earnings (outgo) (Rs. In Lacs)||(793.74)||2,079.24|
Form for disclosure of particulars with respect to conservation of energy.
|POWER AND FUEL CONSUMPTION:|
|a. Purchased Units: (In KWH)||1638640||6422148|
|Amount (Rs. In lacs)||166.14||466.28|
|b. Own Generation:|
|Through D. G. Set Units (In KWH)||10851||262155|
|Amount (Rs. In lacs)||3.02||40.85|
|2. FURNACE & BOILER (Rs.in lacs)||39.55||345.18|
A. RESEARCH AND DEVELOPMENT:
1. Specific areas in which R & D was carried out.
The Company continued its research on CEFDINIR intermediate, which is ready to beimplemented at the plant for commercial quantities.
2. Benefits derived from above R & D.
- There would be considerable cost advantage on the manufacture of CEFDINIRintermediate in commercial quantities.
3. Future plan of action.
- To achieve increased production of DEAA (Diethyl aceto acetamide) and CEFDINIRintermediate.
|4. Expenditure on R & D:||(Rs. In lacs)|
|% to Turnover||0.34%||0.19%|
B. TECHNOLOGY ABSORPTION:
|1 Efforts in brief made towards technology absorption||: Consistent efforts made towards achieving the required quality of Pseudoephedrine Hydrochloride.|
|2 Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.||: Cost reduction in Pseudoephedrine Hydrochloride.|
|3 In case of imported technology (import during the last 5 years reckoned from the beginning of the year); following information may be furnished|
|a Technology imported||Nil|
|b Year of import||Not Applicable|
|c Has technology been fully absorbed||Not Applicable|
|No Related Research Found|
|No Related Research Found|
Ajit Kamath , Chairman & Managing Director
Manoj Jain , Director
Rajendra Kaimal , Director
Jignesh Patel , Company Secretary
Company Head Office / Quarters:
Survey No 18 Yawapur Village,
Phone : Andhra Pradesh-91-9949828084 / Andhra Pradesh-
Fax : Andhra Pradesh-91-40-23404438 / Andhra Pradesh-
XL Softech Systems Ltd
Plot No 3 Sagar Soci,Road No 2,Banjara Hills,Hyderabad - 500034