Today's Top Gainer
Note:Top Gainer - Nifty 50 More
TO THE SHAREHOLDERS
Ladies & Gentlemen,
Your Directors have pleasure in presenting their 79th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY :
(Rs. In Lacs)
|Revenue from operations||28899.33||30646.57|
|Total Income from continuing operations||29790.16||31409.06|
|Earning before Interest, Depreciation, Tax & Amortization||3063.37||3548.95|
|Gross Profit (EBDTA)||2977.49||3475.20|
|Depreciation and Amortization||823.10||751.66|
|Profit before exceptional and extraordinary items and tax||2154.39||2723.54|
|Profit before Tax (PBT)||2154.39||2723.54|
|Net Profit for the period from continuing operations||1348.22||1706.17|
|Profit /(Loss) for the period from discontinued operations||(364.14)||(110.66)|
|Profit for the period||984.08||1595.51|
|Other Comprehensive Income:|
|From continuing operations||(309.04)||(139.10)|
|From discontinued operations||(3.87)||(3.24)|
|Total Comprehensive Income for the period||671.17||1453.17|
|Retained Earnings - Opening Balance||4487.22||4134.05|
|Add: Profit for the year||984.08||1595.51|
|Less: Dividend paid on Equity Shares during the year||313.91||-|
|Less: Corporate Dividend Tax paid during the year||63.90||-|
|Other Comprehensive Income:||(312.91)||(142.34)|
|Transfer to General Reserve||-||1100.00|
|Balance carried forward to Balance Sheet||4780.58||4487.22|
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIRS:
During the year under review, your Company achieved Net Sales of Rs.28710.87 Lacs and recorded a Gross Profit of Rs.2977.49 Lacs compared to previous years Net Sales of Rs. 30479.75 Lacs and Gross Profit of Rs.3475.20 Lacs from continuing operations. There was after tax loss from discontinued operations of Rs.364.14 Lacs and Rs.110.66 Lacs during the year 2017-18 and 2016-17, respectively.
During the current financial year, your Company plans to further strengthen its operations by relooking at and strengthening its product portfolio as well as operating structure. Financial year 2017-18 was a difficult year for the Indian Pharmaceutical industry. In the wake of implementation of Goods & Service Tax (GST) the industry was badly impacted, especially on account of destocking of inventory leading to lowest growth in the last five years.
Your Directors are hopeful of further growth in sales and better financial performance during the current year.
The Board of Directors of your Company is pleased to recommend payment of dividend of Rs.5.50/- per equity share of Rs.10/- each for the financial year ended 31st March, 2018 amounting to Rs.378.43 Lacs (inclusive of dividend distribution tax of Rs. 64.52 Lacs).
TRANSFER TO RESERVES:
Your Board proposes to keep the entire retained earnings in Profit & Loss Account.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:
During the year the Company had to shut down the operations of Mandideep Unit of the Company with effect from 1st January, 2018 as it had become commercially unviable.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE:
There were no material changes and commitments in the business operations of the Company affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
1. The Company has appointed Internal Auditors to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company. In every quarter during the approval of Financial Results, Internal Auditors present the Internal Audit Report and Management comments on the Internal Audit observations;
2. The Board of Directors of the Company has adopted various policies like Related Party Transaction Policy, Whistle Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Companys system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial information.
3. The Company has installed ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.
Your Company has not accepted any Fixed Deposits under Chapter V of the Companies Act, 2013 during the Financial Year and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on 31st March, 2018.
M/s. Basu Chanchani & Deb, Chartered Accountants (Firm Registration No. 304049E), Kolkata had been appointed as the Statutory Auditors of the Company by the members in their AGM held on 12th September, 2017 till the conclusion of fifth consecutive AGM of the Company to be held in the year 2022 (subject to ratification by the members at every AGM) . In view of the amendment made to Section 139 of the Companies Act, 2013 vide Companies (Amendment) Act, 2017 which is effective from 7th May, 2018, annual ratification of appointment of statutory auditors have been done away with.
Accordingly M/s. Basu Chanchani & Deb, Chartered Accountants shall continue to be the Statutory Auditors of the Company till the conclusion of AGM to be held in the year 2022 and their appointment shall not be subject to ratification by the members on an annual basis.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any subsidiary/joint ventures/associate companies.
The Auditors Report to the shareholders on the financial statements of the Company for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark or disclaimer.
The provisions of Section 204 of the Companies Act, 2013 mandates Secretarial Audit of the Company for the financial year 2017-2018 by a Company Secretary in Practice and accordingly the Board had appointed M/s. MKB & Associates, Practicing Company Secretaries (FRN: P2010WB042700) as Secretarial Auditor to conduct secretarial audit of the Company for the financial year ended 31st March, 2018 and their Report in Form MR-3 is attached as "Annexure - 1" to this Annual Report.
There are no qualifications in the Secretarial Audit Report.
COST AUDIT :
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records relating to the business of manufacturing of Bulk Drugs and Formulations business of the Company. Accordingly, the Board had appointed M/s. S. Gupta & Co., Kolkata, Cost & Management Accountants (Firm Registration No. 000020) as Cost Auditors for auditing the cost records of the Company for the financial year ended 31st March, 2018.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the remuneration payable to M/s. S. Gupta & Co., Cost Auditor, for the year 2018-19, is required to be ratified by the Members of the Company, and accordingly, a resolution for the same is being placed before the Members at the ensuing Annual General Meeting.
There was no change in the Share Capital of the Company during the year.
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return in Form MGT - 9 pursuant to the provisions of Section 92 the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as "Annexure - 2" to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure - 3" to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES:
The Board of Directors of the Company on the recommendation of the CSR Committee has adopted a CSR Policy which inter-alia states the CSR activities to be undertaken by the Company. The Policy may be referred at the Companys official website at http://albertdavidindia.com/investor/sh information/policy/Corporate%20Social%20 Responsibility%20Policy.pdf.
The Company has spent Rs.33.58 Lacs in discharging its corporate social responsibility obligation during the year. In terms of section 135 of the Companies Act, 2013, an amount of Rs.41.69 Lacs was due to be spent. The balance amount of Rs.8.11 Lacs has been carried forward to the next year, as suitable projects/programmes could not be identified for carrying out the activities as per CSR Policy of the Company.
Details about the Companys CSR Policy and initiatives undertaken by the Company during the financial year 2017-18 are outlined in the Report on CSR Activities attached as "Annexure - 4" to this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) Declaration by Independent Directors
All the Independent Directors have submitted their declaration of independence pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
(b) Familiarization Programme undertaken for Independent Directors
The Independent Directors are familiarized with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Companys operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors are also explained in detail the various compliances required from him as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations. The details of familiarization program is available on the Companys website under the weblink: http://albertdavidindia.com/investor/sh information/policy/familiarisation program.pdf
(c) Non-Independent Director
In accordance with the Articles of Association of the Company, Mrs. Prabhawati Devi Kothari (DIN - 00051860), Director of the Company, is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board recommends her re-appointment with a view to avail her valuable advice and wise counsel.
Brief profile of the Director(s) seeking appointment/ re-appointment, and other information as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 forms part of the Notice of AGM forming part of this Annual Report.
None of the Directors of the Company is disqualified to act as Directors, as specified in section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
(d) Change in Directorship
During the year under review, Dr. Karunamay Lahiri vacated his office of directorship of the Company pursuant to Section 167(1)(a) of the Companies Act, 2013 w.e.f. 12th October, 2017.
On the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors in their meeting held on 28th March, 2018 had re-appointed Mr. Arun Kumar Kothari as Wholetime Director designated as Executive Chairman with effect from 1st April, 2018. The Board of Directors have in the said meeting also appointed Mr. Tarminder Singh Parmar as an Additional Director as well as Managing Director & CEO of the Company with effect from 1st April, 2018. Mr. Hari Prasad Kabra, Executive Director of the Company has retired from 1st April, 2018.
Your Directors wish to place their sincere appreciation for the contribution made by Mr. Hari Prasad Kabra and Dr. Karunamay Lahiri during their association with the Company. Your Board also recommends the appointment of:
i) Mr. Arun Kumar Kothari as Wholetime Director designated as Executive Chairman for a term of 3 (three) years with effect from 1st April, 2018;
ii) Mr. Tarminder Singh Parmar as Managing Director & CEO for a term of 5 (five) years with effect from 1st April, 2018.
(e) Key Managerial Personnel
Mr. Arun Kumar Kothari, Executive Chairman, Mr. Tarminder Singh Parmar, Managing Director & CEO, Mr. Subhash Chandra Shah, Vice President (Finance) & CFO and Dr. Indrajit Dhar, Associate Vice President (Accounts & Taxation)-cum-Company Secretary are the Whole-time Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.
ANNUAL EVALUATION OF BOARDS PERFORMANCE:
Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of the Board is done on an annual basis. The evaluation is done by the Board (excluding presence of the member under evaluation), the Nomination and Remuneration Committee and the Independent Directors with specific focus on the performance and effective functioning of the Board/ Committees and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
a) Criteria for evaluation of the Board of Directors as a whole
i. Frequency of meetings;
ii. Length of meetings;
iii. Administration of meeting;
iv. Number of Committees and their roles;
v. Flow of information to Board members and between Board members;
vi. The quality and quantity of information; and vii. Disclosure of information to the stakeholders.
b) Criteria for evaluation of individual Directors
i. Commitment to fulfillment of the Directors obligations and fiduciary responsibilities;
ii. Attendance and contribution at Board/Committee meetings;
iii. Ability to contribute by introducing best practices to address top management issues;
iv. Monitoring management performance and development;
v. Participation in long term strategic planning;
vi. Ability to contribute and monitor corporate governance practices;
vii. Statutory compliance & Corporate governance;
viii. Time spent by each of the members;
ix. Core competencies; and
x. Guiding strategy.
The Directors express their satisfaction over the evaluation process and results thereof.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year ended 31st March, 2018 eight Board Meetings were held i.e. on 30th May, 2017, 1st August, 2017, 12th September, 2017, 30th October, 2017, 12th December, 2017, 26th December, 2017, 12th February, 2018 and 28th March, 2018. The maximum time gap between any two meetings was less than one hundred and twenty days as stipulated under SEBI (LODR) Regulations, 2015. Details of the Board meetings held during the financial year have been furnished in the Corporate Governance Report forming part of this Annual Report.
MEETING OF INDEPENDENT DIRECTORS:
During the year under review, a seperate meeting of Independent Directors was held on 28th March, 2018 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board of Directors of the Company.
COMMITTEES OF THE BOARD:
The Company has constituted/re-constituted various Board level committees in accordance with the requirements of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Annual Report.
The Audit Committee presently comprises of Mr. Rajiv Singhi, Chairman, Mr. Arun Kumar Kothari, Mr. Hemal Kampani and Mr. Arindam Sarkar as Members. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of the this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee presently comprises of Mr. Rajiv Singhi, Chairman, Mr. Arun Kumar Kothari, Mrs. Prabhawati Devi Kothari, Mr. Hemal Kampani and Mr. Arindam Sarkar as Members. The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of this Annual Report.
COORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee presently comprises of Mr. Arun Kumar Kothari, Chairman, Mr. Tarminder Singh Parmar and Dr. Amal Kumar Bhattacharya as Members. The terms of reference of the Corporate Social Responsibility Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of this Annual Report.
STAKEHOLDERS RELATIONSHIP/GRIEVANCE COMMITTEE:
The Stakeholders Relationship/Grievance Committee presently comprises of Mr. Hemal Kampani, Chairman, Mr. Arun Kumar Kothari, Mrs. Prabhawati Devi Kothari and Mr. Tarminder Singh Parmar as Members. The terms of reference of the Stakeholders Relationship/Grievance Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of this Annual Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Company has a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 stating therein the Company policy on Directors appointment and remuneration. The said Policy is attached as "Annexure - 5" to this Annual Report. It may also be accessed at the Companys website at http://albertdavidindia. com/investor/sh information/policy/nr policy.pdf
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company has established an effective Whistle Blower Policy pursuant to the Companies Act, 2013 and SEBI Listing Regulations, 2015. The said policy may be referred to at the Companys website at the following web link http://albertdavidindia.com/ investor/sh information/policy/whistle blower.pdf
The Whistle Blower Policy aims at conducting the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up Internal Complaint Committee which is chaired by a female employee of the Company. No complaints were received during the financial year 2017-2018.
PARTICULARS OF LOANS, GURANTEES AND INVESTMENTS:
Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Note No. 57 to the Financial Statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of transactions with related parties and dealing with them. The said policy may be referred to at the Companys website at http://albertdavidindia.com/investor/sh information/policy/related party transaction.pdf The Audit Committee reviews all related party transactions on quarterly basis.
All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning of Section 188(1) of Companies Act, 2013 (the Act) were in the ordinary course of business and on an arms length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no material contracts or arrangements entered into by the Company during the year with Related Parties. There are no materially significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.
Your Directors draw attention of the members to Note No. 46 to the financial statement which set out related party disclosures.
PARTICULARS OF EMPLOYEES:
Details of the ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is attached as "Annexure - 6" to this Annual Report.
Disclosure pertaining to Remuneration and Statement showing the names of top ten employees in terms of remuneration drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is attached as "Annexure-7" to this Annual Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditors Certificate in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
RISKS & MITIGATING STEPS :
The Company has adopted and implemented a Risk Management Policy after identifying various risks which the Company encounters in the course of its business. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company. Financial risks the Company is exposed to are described in the appropriate notes to the financial statements.
The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that :
i) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2018 and of the profit of the Company for that period;
iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2018 in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the annual accounts on a going concern basis;
v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF):
Pursuant to applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the said Act and Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
Your Company had sent individual notices and also advertised in the newspapers seeking action from the Members who had not claimed their dividends for seven consecutive years or more. Accordingly, the Company had transferred such unpaid or unclaimed dividends and corresponding shares for the Financial Year ended 31st March, 2010.
Members/claimants whose shares or unclaimed dividends, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim such shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available at http://www.iepf.gov.in) along with requisite fee, if any, as may be decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.
Your Company will be transferring the Dividend and corresponding Shares for the Financial Year ended 31st March, 2011 on or before 10th September, 2018. Accordingly, Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said IEPF Authority. Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at https://www.albertdavidindia.com/ undividend.php and http://www.albertdavidindia.com/notice other.php The shareholders are therefore advised to verify their records and claim their dividends of all earlier seven years, if not already claimed.
IMPLEMENTATION OF IND-AS:
Your Company has adopted Ind AS during the year retrospectively from 1st April, 2016 pursuant to a notification dated 16th February, 2015, issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind AS Financials for the year ended 31st March, 2018 along with comparable as on 31st March, 2017 and Opening Statement of Assets and Liabilities as on 1st April, 2016. Your Company has shared all four quarters re-stated Ind AS Profit and Loss Statement with Investors along with quarterly results for comparison.
GOODS AND SERVICES TAX (GST):
The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Honble Prime Ministers mission of Make in India. Your Company has successfully implemented and migrated to GST with effect from 1st July, 2017 and required changes across IT systems, Supply Chain and Operations have been made keeping in mind the sweeping changes that GST has brought in.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
LISTING WITH STOCK EXCHANGES:
Your Companys Shares are listed with BSE Limited and National Stock Exchange of India Limited and the Company has paid the Listing Fees to the said Stock Exchanges on time.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme;
3. Your Company has not resorted to any buy back of its Equity Shares during the year under review
4. Your Company does not have any subsidiaries;
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operations in future.
Your Board sincerely places on record the support extended by the Medical Profession, Trade, Shareholders, Companys Bankers and Stockists, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.
|Registered Office:||For and on behalf of the|
|D - Block, 3rd Floor,||Board of Directors|
|Netaji Subhas Road,|
|Kolkata - 700 001.|
|A. K. Kothari|
|CIN: L51109WB1938PLC009490||Executive Chairman|
|Dated: 29th May, 2018||Din: 00051900|