Dear Members,
Your Directors have pleasure in presenting the Twenty Fourth Annual Report of your
Company along with the audited Statement of Accounts for the financial year ended 31st
March 2022. The Report also includes the Management Discussion and Analysis Report in
accordance with the Guidelines on Corporate Governance and Financial Statements.
The highlights of the financial results for the year 2021-22 in comparison to the year
2020-21 are as follows:
(Rs.In Lakhs)
| Particulars |
2021-22 |
2020-21 |
| Sales |
14.75 |
Nil |
| Other income |
Nil |
2.99 |
| Total revenue |
14.75 |
2.99 |
| Profit before Depreciation |
(37.93) |
(13.21) |
| Depreciation |
3.02 |
3.93 |
| Profit Before Tax |
(40.95) |
(17.14) |
| Deferred Tax |
NIL |
NIL |
| Provision for MAT |
NIL |
NIL |
| Provision for FBT |
NIL |
NIL |
| Net Profit/ loss for the year |
(40.95) |
(17.14) |
| Profit & Loss Account balance brought forward |
(6701.31) |
(6684.17) |
| Dividend |
NIL |
NIL |
| Corporate Dividend Tax |
NIL |
NIL |
Dividend
The Company has not declared any dividend during the year.
Corporate Governance
As per Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance is enclosed herewith which
forms part of the Annual Report. A certificate from the Practicing Company Secretary on
compliance with the conditions of Corporate Governance as stipulated under the Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
to this Report.
Management Discussion and Analysis
A detailed section of the Management Discussion and Analysis for the period under
review as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given as a separate statement forming part of the
Annual Report.
Directors Responsibility Statement:
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect
to the Directors Responsibility Statement, it is hereby confirmed.
i. that in the preparation of the accounts for the financial year ended 31st
March 2022, the applicable accounting standards have been followed along with proper
explanations for marking all departures, if any.
ii. that the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 and of the profit or loss of the company for the year under review.
iii. that 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 from preventing and detecting fraud and
other irregularities.
iv. that the directors have prepared the accounts for the financial year ended 31st
March 2022 on a going concern basis
v. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively
Directors& Key Managerial Personnel (KMP)
Directors
During the year under review, there has been no change in the constitution of the Board
of Directors.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Amit Kumar Singh (DIN: 01824426) retired by rotation and
being eligible has offered himself for re-appointment.
The Board of Directors of the Company in its meeting held on 02.09.2022 has:
a) approved the appointment of Mr.Rakle Mathur Nath (DIN: 00589621) as Independent
Director of the Company in terms of Section 149(4) of the Companies Act, 2013 with effect
from 02.09.2022 and shall hold office upto 01.09.2027, subject to approval of Members at
the ensuing AGM;. The company has received declaration from the Independent Director of
the company confirming that he meet the criteria of independence as prescribed under
Section 149(6) of Companies Act, 2013;
b) approved the appointment of Dr.Prabhakar Korada (DIN: 09717775) as Independent
Director of the Company in terms of Section 149(4) of the Companies Act, 2013 with effect
from 02.09.2022 and shall hold office upto 01.09.2027, subject to approval of Members at
the ensuing AGM;. The company has received declaration from the Independent Director of
the company confirming that he meet the criteria of independence as prescribed under
Section 149(6) of Companies Act, 2013;
c) approved the appointment of Mr.Gangadharuni Durga Narasimha Kumar (DIN: 00661401) as
Independent Director of the Company in terms of Section 149(4) of the Companies Act, 2013
with effect from 02.09.2022 and shall hold office upto 01.09.2027, subject to approval of
Members at the ensuing AGM;. The company has received declaration from the Independent
Director of the company confirming that he meet the criteria of independence as prescribed
under Section 149(6) of Companies Act, 2013;
d) approved the appointment of Mr Amit Kumar Singh (DIN: 01824426) as Managing Director
of the Company in terms of Sections 196, 197, 198, 203 and other applicable provisions of
the Companies Act, 2013 for a term of Five years with effect from 2nd September 2022,
subject to approval of Members at the ensuing AGM;
Key Managerial Personnel
> Based on the recommendation of the Nomination & Remuneration Committee and the
Audit Committee, the Board in its meeting held on 02.09.2022 appointed Mr.Amit Kumar Singh
as Managing Director of the Company, subject to approval of Members at the ensuing AGM.
> The Board in its meeting held on 02.09.2022 appointed Mr.Arvind Deviprasad Sharma
as Chief Financial Officer (CFO) of the Company.
> The company has appointed Mrs.Sada Naga Latha as Company Secretary and Compliance
Officer of the Company in the Board meeting held on 16.05.2022.
Committees of the Board
During the year, the Board has three committees: the audit committee, the nomination
and remuneration committee and the stakeholders relationship committee. As at 31st
March, 2022, the composition of the committees is as follows:
AUDIT COMMITTEE:
| Name of Committee members |
Designation |
| Dr D C Sastri |
Chairman |
| Dr A P Rao |
Member |
| Mr Amit Kumar Singh |
Member |
| NOMINATION & REMUNERATION COMMITTEE |
|
| Name of Committee members |
Designation |
| Dr A P Rao |
Chairman |
| Dr D C Sastri |
Member |
| Smt Padma Singh |
Member |
| STAKEHOLDERS RELATIONSHIP COMMITTEES |
|
| Name of Committee members |
Designation |
| Dr D C Sastri |
Chairman |
| Dr A P Rao |
Member |
| Smt Padma Singh |
Member |
In the Board meeting held on 02.09.2022, the composition of the audit committee,
nomination and remuneration committee and the stakeholders relationship committees got
reconstituted. Details are as below:
AUDIT COMMITTEE:
| Sr Name of Committee members |
Designation |
| 1 Mr.Rakle Mathurnath |
Chairman |
| 2 Dr.Prabhakar Korada |
Member |
| 3 Mr. G Durga Narasimha Kumar |
Member |
| 4 Mr. Amit Kumar Singh |
Member |
| NOMINATION & REMUNERATION COMMITTEE: |
|
| Sr Name of Committee members |
Designation |
| 1 Mr.Rakle Mathurnath |
Chairman |
| 2 Dr.Prabhakar Korada |
Member |
| 3 Mr. G Durga Narasimha Kumar |
Member |
| 4 Mrs.Padma Singh |
Member |
| STAKEHOLDERS RELATIONSHIP COMMITTEES |
|
| Sr Name of Committee members |
Designation |
| 1 Mrs.Padma Singh |
Chairman |
| 2 Dr.Prabhakar Korada |
Member |
| 3 Mr. G Durga Narasimha Kumar |
Member |
| 4 Mr.Rakle Mathurnath |
Member |
Declaration from Independent directors on Annual Basis
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Number of meetings of the board
The Board met five times during the financial year, the details of which are given in
the Corporate governance report. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013.
Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board evaluation framework. The framework includes
the evaluation of directors on various parameters such as:
• Board dynamics and relationships
• Information flows
• Decision-making
• Relationship with stakeholders
• Company performance and strategy
• Tracking Board and committees effectiveness
• Peer evaluation
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Schedule
IV of the Companies Act, 2013 states that the performance evaluation of independent
directors shall be done by the entire Board of Directors, excluding the director being
evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board.
Policy on directors appointment and remuneration and other details
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which forms part of the directors report
Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014
The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is given in Annexure - A to the Board Report.
Information as per rule 5(2) of Chapter XIII, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
There are no employees in the company whose remuneration is more than Rs.8.50 Lacs per
month or Rs.102.00 Lacs per annum (or) any part thereof. The details of top 10 employees
of the Company in terms of remuneration drawn during the year is given in Annexure - B to
the Board Report.
Code of conduct for the prevention of insider trading
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website.
Internal Control System & Internal financial control and its adequacy
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 financial
disclosures.
Your Company has established a robust system of internal controls to ensure that assets
are safeguarded and transactions are appropriately authorized, recorded and reported. The
Audit Committee of the Board addresses significant issues raised by both, the Internal
Auditors and the Statutory Auditors. The Company believes that the overall internal
control system is dynamic and reflects the current requirements at all times, hence
ensuring that appropriate procedures and
controls, in operating and monitoring practices are in place. Your Company is
proactively identifying the areas for further improvement which shall remain an ongoing
process.
Significant and material orders
> The Company has been debarred from the securities market for a period of 5 years
from October 5, 2018 by SEBI under Sections 11, 11(4) and 11B of the SEBI Act, 1992 vide
its order WTM/MPB/EFD-1-DRA-IN/56/2019 dated July 10, 2019.
> Dr.A N Singh (Managing Director & Promoter) and Mrs.Padma Singh (Director
& Promoter) were Debarred from accessing the securities market for a period of 5 years
from October 5, 2018 by SEBI under Sections 11, 11(4) and 11B of the SEBI Act, 1992 vide
its order WTM/MPB/EFD-1- DRA-III/56/2019 dated July 10, 2019 and also restrained from
associating themselves with any listed public company (other than Celestial Biolabs
Limited) or any public company which intends to raise money from the public, or any
intermediary registered with SEBI for a period of 5 years from October 5, 2018.
> Dr A N Singh (Managing Director & Promoter) was expired on 21.07.2020.
> State Bank of India (SBI) has took over the corporate office of the Company and
has sold it under the provisions of SARFAESI ACT during the year 2020.
> The trading in the equity shares of the Company are suspended by the NSE & BSE
during the month of March 2020 due to non-payment of Listing Fee and non-compliance of
various regulations.
Particulars of contracts or arrangements with related parties referred in Sub - Section
(1) of Section 188
Details of transactions with related parties falling 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 - NIL
Auditors
The existing Auditors M/s. M Surendra & Associates were appointed for a period of 4
years from the financial year 2019-20 to 2022-23 of the Company in the Annual General
Meeting (AGM) held on 22.06.2022. As per the Companies Amendment Act, 2017 read with
Notification S.O. 1833(e) dated 7th May 2018, the requirement of ratification of the
re-appointment of auditor is done away. Hence, in the notice of AGM the ratification of
auditor is not required.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the rules framed there under,
M/s. GMVDR & Associates, Company Secretaries were appointed as Secretarial Auditors of
the Company and the Secretarial Audit Report issued by them for the financial year 2021-22
is made a part of this Report.
Extract of the annual return of the Company
Pursuant to the amendments to Section 134 and Section 92 of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form
MGT-7) for the financial year ended March 31,2021 shall be placed in the Companys website
if any, and the web- link of such annual return shall be disclosed in the Boards Report
-www.celestialbiolabs.com.
Qualifications in Auditors report and secretarial auditors report
Replies to qualifications in Auditors report & Secretarial Audit Report are annexed
to this report.
Maintenance of Cost Records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013
The Central Government has not prescribed the maintenance of cost records under
Sub-Section (1) of Section 148 of the Companies Act, 2013.
Particulars of loans, guarantees or investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
Material changes and commitments if any affecting the financial position of the company
There are no material changes and commitments affecting the financial position of the
Company from the date of closure of financial year to the date of Board Report.
Charges
The Company has not created charges with any Bank / Financial Institutions during the
financial year under review.
Fixed Deposits
The Company has not accepted any fixed deposits during the year under review. As such
no amount of principal or interest was outstanding on the date of the Balance Sheet.
Unpaid / Unclaimed Dividend
There are no unpaid/unclaimed dividend pending for a period of 7 years to transfer to
Investor Education & Protection Fund (IEPF)
Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition
And Redressal) Act, 2013
During the period under review, no complaints were received.
Vigil Mechanism
Your Company has adopted a Whistle Blower Policy to report to the management about
instances of unethical behaviors, actual or suspected fraud or violation of the Companys
code of conduct or ethics policy. Under the policy, the employees can approach Companys
Ethics Counselor/ Chairman of Audit Committee directly.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Additional information on conservation of energy, technology absorption and foreign
exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure
- C and forms part of this report.
Employee Relations
During the year under review, the company has enjoyed cordial relationship with all
section of employees. The company believes that the employees play a vital role in
increasing the turnover and profitability of the company and the strength of the company
lie in harnessing the manpower in achieving sustained long-term growth in all spheres.
Acknowledgements
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your company wishes to place
on record its appreciation of employees at all levels for their dedicated contribution
towards growth of the company.
|
For and on behalf of the Board of Directors For Celestial Biolabs Limited |
| Place: Hyderabad |
Amit Kumar Singh |
| Date: 02.09.2022 |
Managing Director DIN:01824426 |
+91-9892691696
