To,
The Members, Beryl Drugs Limited, Indore.
Your Directors are pleased to present the 30th Annual Report covering the operational
and financial performance of your Company along with the Audited Financial Statements for
the financial year ended March 31, 2023.
1. FINANCIAL RESULTS AND OPERATION:
The Companys financial results have been summarized as follows:
(Rs. In Lakhs)
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Total Revenue |
|
|
| (Including other operating revenues) |
2715.65 |
1476.86 |
| Profit before tax (PBT) |
98.38 |
(95.03) |
| (a) Current Tax (Net) |
16.03 |
0.91 |
| (b) Deferred Tax |
5.75 |
(30.04) |
| Net Profit/Loss for the Period |
76.60 |
(65.90 |
| Total Comprehensive Income |
77.27 |
(63.58) |
Basic & Diluted EPS per Equity Share of Face value Rs. 10 each
(Rs.) |
1.52 |
(1.30) |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earns profit of Rs. 76.60 Lacs in comparison
to last year profit of Rs. (65.89).Your directors are putting their best effort to turn
the company into more profit-making company. The directors are putting their best efforts
to increase the income with reducing the cost incurred. Your management is very hopeful to
achieve better results in forthcoming period and expects to achieve better financial
results as per the perception of the Shareholders of the Company.
3. DIVIDEND:
The strength of your company lies in identification, execution and successful
implementation of its projects. To strengthen the long-term prospects and ensuring
sustainable growth in assets & revenue, it is important for your company to evaluate
various opportunities in different business verticals in which your company operates. Your
company continues to explore newer opportunities. Your Board of Directors, considers this
be in strategic interest of the company and believes that this will greatly enhance the
long-term shareholders value. In order to fund companys projects and assignments in its
development, expansion and implementation stages, conservation of funds is of vital
importance. Therefore, your Board has not recommended any dividend for the year under
review.
4. SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2023 stood at 5.71 Crores. During the
year under review, the Company has not issued shares or convertible securities or shares
with differential voting rights nor has granted any stock options or sweat equity or
warrants.
5. PUBLIC DEPOSITS:
The details relating to deposits, covered under Chapter V of the Act, -
| (a) Accepted during the year: |
Nil |
| (b) Remained unpaid or unclaimed as at the end of the year: |
Nil |
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such cases and the total
amount involved: |
Nil |
Details of deposits which are not in compliance with the requirements of Chapter V of
the Act:
The Company has not accepted any deposits which are not in compliance of the Companies
(Acceptance of Deposits) Rules, 2014 during the financial year.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board made the following appointments/ re-appointments based on the recommendations
of the nomination and remuneration committee:
APPOINTMENTS & RE- APPOINTMENTS:
As per the provisions of the Companies Act, 2013, Mr. Sudhir Sethi (DIN: 00090172)
retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-
appointment. The Board recommends his re- appointment.
Pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies
Act, 2013 ("Act") read with Schedule IV to the Act, the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), Mrs. Shreya Saraf (DIN:
08456151), Independent Director, whose period of office expires on 30th May, 2024, who has
submitted a declaration that she meets the criteria of independence under Section 149(6)
of the Companies Act, 2013 and who is eligible for reappointment for the next term of five
consecutive years under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations. The Board recommends her reappointment.
Pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies
Act, 2013 ("Act") read with Schedule IV to the Act, the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), Mr. Abhinav Naik (DIN:
08456140), Independent Director, whose period of office expires on 30th May, 2024, who has
submitted a declaration that he meets the criteria of independence under Section 149(6) of
the Companies Act, 2013 and who is eligible for reappointment for the next term of five
consecutive years under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. The Board recommends his re-appointment.
Declaration for Independency of Independent Directors
The Company has received necessary declaration from each Independent Director under
Section 149(6) of the Companies Act, 2013 that they meet the criteria of Independence as
per the SEBI (LODR) Regulation, 2015. In the Opinion of the Board, all the Independent
Directors fulfills the criteria of the independency as required under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.Particulars of the directors seeking
appointment/re-appointment are provided in the notes forming part of the notice for the
ensuing Annual General Meeting, as required under Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of the Companies Act, 2013, none of the Independent
Directors are liable to retire by rotation.
8. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section
134(3(C)) of the Act:
1. In the preparation of the annual accounts for the financial period ended on 31st
March, 2023 the applicable accounting standards subject to notes to the accounts in
Auditors Report had been followed, along with proper explanation relating to material
departures;
2. The Director have 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 period ended
and profit of the Company for the period under review;
3. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records, in accordance with the provisions of The Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
6. They have laid down internal financial controls, which are adequate and are
operating effectively.
7. The Companys Internal Auditors have conducted periodic audits to provide reasonable
assurance that the companys approved policies and procedures have been followed.
9. AUDITORS:
Statutory Auditors:
In accordance with the provisions of Section 139 of the Companies Act, 2013 read with
Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/S Subhash Chand Jain Anurag
& Associates having registration No. 004733C allotted by the Institute of Chartered
Accountants of India be and are hereby appointed as statutory auditors of the company, to
hold office for a term of five years from the conclusion of the 29th AGM until the
conclusion of the 34th AGM
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under, either to the Company or to the Central
Government.
The notes on accounts referred to and the Auditors Report are self-explanatory and
therefore do not call for any explanatory note
Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies
(Accounts) Rules, 2014, the Board, has appointed Abhay Bhandari & Associates,
Chartered Accountants, Indore, having Institute of Chartered Accountants of India (ICAI)
Firm Registration Number: 003443C, as Internal Auditors of the Company. During the year
the company continued to implement their suggestions and recommendations to improve the
internal control environment. Their scope of work includes review of processes for
safeguarding the assets of the company, review of operational efficiency, effectiveness of
systems and processes and assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the management and suitable corrective actions have
been taken as per the directions of Audit Committee on an ongoing basis to improve
efficiency in operations.
Secretarial Auditor:
Mrs. Dipika Kataria, Practicing Company Secretary, was appointed to conduct the
Secretarial audit of the Company for the fiscal 2023, as required under Section 204 of the
Companies Act, 2013 and rules there under. The Secretarial Report for the fiscal 2023
forms part of this Annual report as Annexure- 3 to the Boards Report. The Secretarial
Audit Report does not contain any qualification, reservation and adverse remark.
The Board has appointed Dipika Kataria, Practicing Company Secretary as Secretarial
Auditor of the Company for fiscal 2024.
Secretarial Auditors Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Auditor certificate on Corporate Governance is enclosed as Annexure to the
Boards Report. The Auditors Certificate for fiscal 2023 does not contain any
qualification, reservation or any adverse remark.
10. COMPOSITION OF AUDIT COMMITTEE:
As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. The
present strength of the Audit Committee comprises of Mr. Abhinav Naik, Mrs. Shreya Saraf
and Mr. Sudhir Sethi. Mr. Abhinav Naik is the Chairman of the Audit Committee of the
Company. All the members of the Audit Committee are independent and non-executive
directors. The recommendations of audit committee were duly accepted by the Board of
Directors.
There are no recommendations of the audit committee which have not been accepted by the
board during the year under review.
11. INSURANCE:
The Companys plant, property, equipment, machinery and stocks are adequately insured
against various mis-happenings.
12. PARTICULARS OF EMPLOYEES:
There are no employees as on date on the rolls of the Company who are in receipt of
remuneration which requires disclosures under Section 197(12) of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 i.e. Company does not have any employee receiving Remuneration
exceeding the limit specified therein or part thereof.
During the year under review, relationship with the employees is cordial.
13. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO. :
Information as per Section 134(3)(m) read with Rule 8 of the Companies (Accounts)
Rules, 2014 are enclosed as Annexure- 2 to the Boards Report for the year ended 31st
March, 2023.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Managements discussion and analysis forms an integral part of this report and gives
detail of the overview, industry structure and developments.
15. CORPORATE GOVERNANCE:
As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of
Schedule V shall not apply to the Company. Though the Company is voluntarily complying
with all the provisions and provided the report on the Corporate Governance. Further the
certificate by the auditor is also attached Annexure 5.
16. LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd and
Ahmedabad Stock Exchange Limited.
The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f. 30th
May, 2015.
17. INTERNAL CONTROL SYSTEM:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, the 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
disclosures.
18. TRANSACTIONS WITH RELATED PARTIES
Details of the transactions with related partys falls under the scope of Section
188(1) of the Act. Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given
in Annexure 1 in Form AOC-2 and the same forms part of this report.
19. INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified to
act as an Independent Director in compliance with the provisions of Section 149 of the
Companies Act, 2013 read with Regulation 16(B) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Board is also of the opinion that the
Independent Directors fulfill all the conditions specified in the Companies Act, 2013
making them eligible to act as Independent Directors.
20. CORPORATE SOCIAL RESPONSIBILITY:
The policy of the Corporate Social Responsibility is not applicable to the Company.
21. ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2023 in Form MGT-7 in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules,
2014, is available on the website of the Company http://www.beryldrugs.com
22. NUMBER OF BOARD MEETINGS:
5 Board Meetings were held during the financial year from 1st April, 2022 to 31st
March, 2023. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013.
23. VIGIL MECHANISM:
A "Vigil Mechanism Policy" for directors and employees of the Company is
constituted, to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on rising concerns of any violation of legal or
regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, etc.
The details pertaining to establishment of vigil mechanism for employees and directors
are included in the Corporate Governance Report which forms part of this report.
24. FINANCIAL YEAR:
Pursuant to Section 2(41) of the Companies Act, 2013, the Company adopted April- March
as its Financial Year. The Financial Year of the Company shall be for a period of 12
months i.e. 1st April to 31st March.
25. COMMITTEES OF THE BOARD:
Currently, the Board has Three Committees: the Audit Committee, the Nomination and
Remuneration Committee, The Stakeholders Relationship Committee. A detailed note on the
composition of the Board and its committees is provided in the Corporate Governance Report
section of this Annual Report.
26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments occurring after 31st March, 2023, which
may affect the financial position of the Company or may require disclosure.
27. MEETING OF INDEPENDENT DIRECTORS:
During the year under review, a separate meeting of Independent Directors was held on
22nd March, 2023
Evaluation of the performance of Non- Independent Directors and Board of Directors as a
whole.
Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive Directors.
Evaluation of the quality, content and timelines of flow of information between the
management and the Board that is necessary for the Board to effectively and necessarily
perform its duties.
All the Independent Directors were present at the said Meeting.
28. DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid. As
on March 31, 2023, 74.54% of the share capital stands dematerialized. The companys shares
are presently held in both electronic and physical modes.
29. SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India (ICSI).
30. DISCLOSURE UNDER THE SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-2023.
| No of complaints received: |
NIL |
| No of complaints disposed off: |
Not Applicable |
31. RISK MANAGEMENT
The Company has in place Risk Management Policy as per requirement of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the
Companies Act, 2013, which requires the Company to lay down procedure for risk assessment
and risk minimization. The Board of Directors, Audit committee and the Senior Management
of the Company should periodically review the policy and monitor its implementation to
ensure the optimization of business performance, to promote confidence amongst stake
holders in the business processes, plan and meet strategic objectives and evaluate, tackle
and resolve various risks associated with the Company. The business of the Company is
exposed to various risks, arising out of internal and external factors i.e. Industry,
Competition, Input, Geography, Financial, Regulatory, Other Operational, Information
Technology related other risks
32. WEB LINK OF THE COMPANY:
The Web link of the Company is Website. www.beryldrugs.com.
33. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN
STATUS AND COMPANY STATUS
During the year under review, no order was passed by any Regulator(S), Court(S),
Tribunal(S) that could affect the going concern status of the Company and the Company is
operating in an efficient manner.
34. BOARD EVALUATIONS:
Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and
applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and Individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process
Covering various aspects of the Boards functioning such as composition of the Board
&committees, experience & competencies, performance of specific duties
&obligations, governance issues etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors. The Directors were satisfied with the evaluation results, which reflected the
overall engagement and effectiveness of the Board and its Committees with the Company.
35. RETIRE BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sudhir Sethi,
Chairman& Director of the Company, retires by rotation and being eligible, offers
himself for reappointment.
36. PARTICULARS OF JOINT VENTURE, SUBSIDIARY & ASSOCIATE COMPANY
The Company does not have any joint venture, subsidiary or associate company during the
year.
37. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, your Company has not changed its nature of business.
38. REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT U/S 131(1) OF THE COMPANIES ACT,
2013
In terms of Section 131 of the Companies Act, 2013, the Financial Statements and
Boards Report are in compliance with the provisions of Section 129 or Section 134 of the
Companies Act, 2013 and that no revision has been made during any of the three preceding
financial years.
40. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
A certificate of Non-Disqualification of Directors is also required to be submitted and
in this regard a certificate from Dipika Kataria., Practicing Company Secretary that none
of the directors on the board of the company have been debarred or disqualified from being
appointed or continuing as director by SEBI/MCA or any such authority is attached and
forms part of this report as Annexure 4.
41. WTD/CFO CERTIFICATION:
The Whole Time Director (WTD) have issued certificate pursuant to the provisions of
Regulation 17(8) of the SEBI (LODR) Regulations, 2015 certifying that the financial
statements do not contain any materially untrue statement and these statements represent a
true and fair view of the Companys affairs. The said certificate is annexed and forms
part of the Annual Report as Annexure-6.
42. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016
&THEIR STATUS
There are no proceedings initiated/pending against your Company under the
Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
43. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING
LOAN FROM BANKS & FINANCIAL INSTITUTIONS
There was no One Time Settlement of loan taken from Banks or any financial
Institutions. Hence, the difference in valuation does not arise.
44. APPRECIATION AND ACKNOWLEDGEMENT
Your directors appreciated the trust reposed by the medical fraternity and patients in
the Company and look forward to their continued patronage. Your directors are also
grateful and pleased to place on record their appreciation and acknowledgement with
gratitude the support and Company-operation extended by clients, customers, vendors,
bankers, investors, media and both the State and central Government and their agencies and
look forward their continued support.
|
For and on Behalf of the Board |
|
Beryl Drugs Ltd |
|
Sd/- |
|
Sanjay Sethi |
Place : Indore |
Managing Director |
Date: 25.08.2023 |
(DIN 00090277) |
+91-9892691696
