Albert David Ltd Directors Report.
TO THE SHAREHOLDERS
Ladies & Gentlemen,
Your Directors have pleasure in presenting their 80th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2019.
FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY :
|(Rs. in Lakhs)|
|Revenue from operations||31689.10||28899.33|
|Total income from continuing operations||32367.64||29790.16|
|Earnings before Interest, Depreciation, Tax & Amortization||3644.66||3063.37|
|Gross Profit (EBDTA)||3582.92||2977.49|
|Depreciation and Amortization||697.80||823.10|
|Profit before Tax (PBT)||2885.12||2154.39|
|Net profit for the period from continuing operations||1772.43||1348.22|
|Profit for the period from discontinued operations||891.56||(364.14)|
|Profit for the period||2663.99||984.08|
|Other Comprehensive Income :|
|From continuing operations||164.36||(309.04)|
|From discontinued operations||-||(3.87)|
|Total Comprehensive Income for the period||2828.35||671.17|
|Retained Earnings - Opening Balance||4780.58||4487.22|
|Add : Profit for the year||2663.99||984.08|
|Less : Dividend paid on Equity Shares during the year||313.91||313.91|
|Less : Corporate Dividend Tax paid during the year||64.52||63.90|
|Less : Re-measurement of defined benefit obligation transferred||74.66||312.91|
|Total Retained Earnings||6991.47||4780.58|
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.31270.41 Lakhs and recorded a Gross Profit of Rs.3582.92 Lakhs compared to previous years Net Sales of Rs.28710.87 Lakhs and Gross Profit of Rs.2977.49 Lakhs.
During the current financial year, your Company plans to further strengthen its operations by re-looking at and strengthening its product portfolio, marketing activities, operating structure as well as cost structure.
Your Directors are hopeful of further growth in sales and better financial performance during the current year.
The Board of Directors of your Company (the Board) is pleased to recommend payment of dividend of Rs.6.00/- per equity share of Rs.10/- each for the financial year ended 31st March, 2019 amounting to Rs.412.82 Lakhs (inclusive of dividend distribution tax of Rs.70.39 Lakhs).
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 AFTER THE BALANCE SHEET DATE:
There was no material change and commitment 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 was no significant and material order 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 Control systems and effectiveness of its functioning who regularly monitor the workflow of the organization in terms of the approved policies of the Company. In every quarter 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 related to Related Party Transactions, Whistle Blower mechanism and other procedures for ensuring the orderly and efficient conduct of 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, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;
3. The Company has ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.
Your Company has not accepted any fixed deposit 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, 2019.
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.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any subsidiary/joint venture/associate companies.
The Auditors Report to the shareholders on the financial statements of the Company for the financial year ended 31st March, 2019 does not contain any qualification, reservation or adverse remark or disclaimer.
The provisions of Section 204 of the Companies Act, 2013 mandate Secretarial Audit of the Company for the financial year 2018-2019 by a Company Secretary in Practice and accordingly the Board of Directors had appointed M/s. MKB & Associates, Practicing Company Secretaries (FRN: P2010WB042700) as the Secretarial Auditor for the financial year ended 31st March, 2019 and their Report in Form MR - 3 is attached as Annexure - 1 to this Report.
There are no qualifications in the Secretarial Audit Report.
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, 2019.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the remuneration payable to M/s. S. Gupta & Co., Cost Auditor, for the year 2019-20 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 is 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. The same is also available on the Company website at www.albertdavidindia.com under Investor Relations.
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 Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The Board of Directors of the Company on the recommendation of 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% 20Responsibility%20Policy.pdf.
In terms of the Companys policy on CSR, the CSR obligation is to be carried out directly by the Company in its local area of operations. The CSR obligation can be carried out by the Company directly or through a Trust. For the purpose of carrying out CSR activities, the Company was in touch with prospective beneficiaries for selection and implementation of projects, which could not be materialized by 31st March, 2019 and hence it was decided to carry forward the unspent amount of Rs.9.82 Lakhs to the next financial year for spending.
Details about the Companys CSR Policy and initiatives undertaken by the Company and CSR expenses incurred during the financial year 2018 - 2019 are classified in the Report on CSR attached as Annexure - 4 to this 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and Code of conduct for Directors and senior management personnel.
(b) Familiarization Program undertaken for Independent Directors
The Independent Directors are familiarized with the Company, their roles, rights, 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 undergoes 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 them as a Director under the various provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) 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 imparted is available on the Companys website under the weblink : http://albertdavidindia.com/investor/sh_information/policy/ familiarisation_program.pdf
(c) Non-Independent Directors
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 reappointment. The Board recommends her reappointment with a view to avail her valuable advice and wise counsel. Brief profile of the Director(s) seeking appointment/reappointment, and other information as required under Section 196(4) of the Companies Act, 2013, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 forms part of the Notice of AGM forming part of the Annual Report.
(d) Change in Directors
During the year under review, Mr. Shirish Gundopant Belapure (DIN:02219458) has been appointed as an Additional Director (Non-executive, Independent) of the Company with effect from 14th February, 2019. Further, Dr. Amal Kumar Bhattacharya (DIN: 00103798), Independent Director of the Company, whose term of appointment as an Independent Director of the Company ended on 31st March, 2019 did not seek reappointment and ceased to be director of the company. The Board places on record its sincere appreciation for the valuable services rendered by Dr. Amal Kumar Bhattacharya during his association with the Company. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company, in their meeting held on 14th February, 2019, had reappointed Mr. Rajiv Singhi, Mr. Hemal Kampani and Mr. Arindam Sarkar as Independent Directors of the Company for a further term upto 31st March, 2024. The members of the Company by way of special resolutions passed through postal ballot approved the above reappointments on 29th March, 2019.
None of the Directors of the Company is disqualified to act as director, 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.
(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 requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, performance of each member of the Board/ Committees of Board is evaluated on an annual basis. The evaluation is done by the Board, 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, the member under evaluation not being present in evaluation process. 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 Board of Directors as a whole
i. Frequency of meetings;
ii. Length of meetings;
iii. Administration of meetings;
iv. Number of committees and their roles;
v. Flow of information to Board members and between the Board and management;
vi. The quality and quantity of information; and
b) Criteria for evaluation of individual Directors
i. Commitment to the fulfillment of 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 & short term strategic planning;
vi. Ability to contribute to and monitor good governance practices;
vii. Statutory compliance & corporate governance;
viii. Time spent by each of the members; ix. Core competencies; and
x. Guiding strategy;
The Directors expressed their satisfaction over the evaluation process and the results thereof.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year ended 31st March, 2019, four Board meetings were held - on 29th May, 2018, 10th August, 2018, 14th November, 2018 and 14th February, 2019. The maximum time gap between any two meetings was less than 120 days as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) 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.
MEETINGS OF INDEPENDENT DIRECTORS:
During the year under review, a meeting of Independent Directors was held on 14th February, 2019 wherein the performance of the Non-Independent Directors, the Chairman 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 Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all the above 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. Shirish G. Belapure as Members. The terms of reference of the Audit Committee, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of 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, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Annual Report.
COORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility (CSR) Committee presently comprises of Mr. Arun Kumar Kothari, Chairman, Mr. Tarminder Singh Parmar, Mr. Arindam Sarkar and Mr. Shirish G. Belapure as Members. The terms of reference of the CSR Committee, particulars of meetings held and attendance there at are mentioned in the Corporate Governance Report 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, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report 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 envisaging therein, inter-alia, the Companys policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is attached as Annexure - 5 to this Report and may also be accessed at the Companys website at http://albertdavidindia.com/investor/sh_information/policy/ Nomination%20and%20Remuneration%20Policy%20(w.e.f.%20April%201,%202019).pdf
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established an effective Whistle Blower Policy pursuant to the Companies Act, 2013. The said policy may be referred to, at the Companys official website at the following weblink http://albertdavidindia.com/ investor/sh_information/policy/Whistle%20Blower%20Policy%20(w.e.f.%20April%201,%202019).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 unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics directly to the forum. It also provides for adequate safeguards against victimization of employees who avail 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 WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company as an organization is committed to provide a healthy environment to all its 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 of sexual harassment were received during the financial year 2018-2019.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Note No. 62 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 the related parties and dealing with related party transactions. The policy may be accessed at the Companys website at http://albertdavidindia.com/investor/sh_information/policy/Policy_on_ materiality_and_dealing_with_Related_Party_Transactions(wef_01April2019).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 were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is no material contract or arrangement entered into by the Company during the year with Related Parties and there is no materially significant related party transaction entered into by the Company with its promoters, directors, key managerial personnel or other designated persons or related party 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.52 to the Financial Statements which set out related party disclosures.
PARTICULARS OF EMPLOYEES:
Details of the ratio of the remuneration of each director to the median remuneration of 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 Report.
Disclosures pertaining to Remuneration and a Statement showing the names of top ten employees in term 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 this 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 risk factors 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 risk mitigating measures. In the opinion of the Board, none of the risks faced by the Company threatens 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 system and procedures for minimisation of 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, 2019, 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, 2019 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, 2019 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 AND 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 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 have not claimed their dividends for seven consecutive years or more. Accordingly, the Company has transferred such unpaid or unclaimed dividends amounting to Rs.2,62,786/- and the corresponding 1975 shares for the Financial Year ended 31st March, 2011, to the IEPF.
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 the 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 as may 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.
The Company will be transferring the Dividend and corresponding Shares for the Financial Year ended 31st March, 2012 on or before 15th September, 2019. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred by the Company to the IEPF. Details of shares/shareholders in respect of which dividend has not been claimed are available on the Companys website at http:// albertdavidindia.com/undividend.php. Members are therefore advised to verify their records and claim their dividends in respect of all the earlier seven years, if not already claimed.
The Company has appointed Mr. Indrajit Dhar, Associate Vice President (Accounts & Taxation)-cum-Company Secretary as the Nodal Officer for the purposes of IEPF.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
During the year under review, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
LISTING WITH STOCK EXCHANGES:
Your Company is listed with BSE Ltd. and National Stock Exchange of India Ltd. and the Company has paid the Listing Fees to the said bourses 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.
CESSATION OF DISCONTINUED OPERATIONS:
Assets of the Companys unit at Mandideep, whose operation was discontinued during the last year on the ground of commercial unviability, has been fully liquidated during the year under review.
Emphasis has been laid on cultivation of healthy human relationship in and outside the Company with prevalence of excellent industrial relationship in all units of the Company, branches, depots and corporate office.
The Board sincerely places on record the support given by 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,||A. K. Kothari|
|Kolkata - 700 001.||Executive Chairman|
|CIN: L51109WB1938PLC009490||DIN : 00051900|
|Date : 29th May, 2019|