Nath Bio Genes (India) Ltd Directors Report.

The Directors of the Company pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2019.

1. FINANCIAL RESULTS

(Rs in Lacs)

YEAR ENDED

PARTICULARS 31.03.2019 31.03.2018
1. Sales 23092.89 19165.08
2. Profit before Interest & Depreciation 4551.95 4131.47
3. Interest 520.46 1030.96
4. Depreciation 144.66 95.07
5. Profit Before Tax & Extra-ordinary items 3886.83 3005.45
6. Tax Provision (Net of Deferred Tax) 43.48 63.60
7. Profit After Tax 3843.35 2941.85
8. Extra-Ordinary Items 8.39 0
9. Profit available for Appropriation 3834.95 2941.85
10 Balance carried to Balance Sheet 3834.95 2941.85

2. COMPANYS PERFORMANCE AND OPERATION

Income from operations during the financial year ended 31st March 2019 was at Rs 23092.89 Lacs as against Rs 19165.08 Lacs representing an increase of approximately 20.49% over the previous year. Profit after Tax for the year under review amounted to Rs 3834.95 Lacs as against Rs 2941.85 Lacs in the previous year representing an increase of 30.35 %. The increase in profits during the year under review was on account of enhanced sales, improved product mix and operational efficiencies.

3. DIVIDEND

In view of the proposed growth plan, the Directors have not recommended any dividend for the financial year 2018-19.

4. DEPOSITS

The company has not accepted any fixed deposits during the year under review.

5. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2019 was RS 190040000/- divided into 194004000 equity shares of face value of 10/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

6. FINANCIAL STATEMENT:

Full version of the Annual Report 2018-19 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of

Schedule III to the Companies Act, 2013, Directors Report (including Management

Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address (es). Full version of Annual Report 2018-19 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at www.nathbiogenes.com.

7. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2019, after all appropriation and adjustments was INR 4885766788.

8. STATUTORY AUDITORS AND AUDITORS REPORT

At the Annual General Meeting held on Authorized signatory 24th August 2017, M/s Ashok R Majethia, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 6th Annual General Meeting to be held.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting (AGM) held on 24th August 2017, had appointed M/s Ashok R Majethia, Chartered Accountants as Statutory Auditors to hold office from the conclusion of 6th AGM of the Company, subject to ratification by shareholders every year, as may be applicable. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

9. AUDITORS REPORT

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

10. INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Manpreet Khurana & Co, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for the financial year ended 31st March 2019. The Internal Audit reports are being reviewed by the Audit Committee of the Company.

11. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2019. The Secretarial Audit Report issued by M/s. Neha P Agrawal, Practicing Company Secretaries in Form MR-3 is annexed to this Boards Report as Annexure III.

12. SUBSIDIARIES

The Company does not have any subsidiary within the meaning of the Companies Act, 2013.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013,the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures. ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2019 and of the profits of the company for that period. iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are, however, inherent limitations, which should be recognized while relying on any system of internal control and records. iv. It has 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 operation efficiently. 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.

15. DIRECTORS & KEY MANAGERIAL PERSON

Director Retires by rotation

Mrs. Sweta Kagliwal (holding DIN 02052811) retires by rotation under Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

Appointment of Directors

Mrs. Jeevanlata Nandkishor Kagliwal was appointed as Additional Director with effect from 30th May 2019 on the recommendation of Nomination and Remuneration Committee.

Reappointment of Independent Director.

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors propose the re-appointment of Mr. Shrirang Shrikishan Agrawal (DIN 00119681), Mr. Kashinath Iyer (DIN-01195975) and Mr. Omprakash Ramnarayan Sharma (DIN 01196266) as Independent Director, for a second term of five years from August 08th, 2019 to August 07th, 2024, not liable to retire by rotation. Shrirang Shrikishan Agrawal and Kashinath Iyer and Omprakash Sharma were appointed as Independent Directors at the Annual General Meeting ("AGM") of the Company and held office up to August 08th, 2019. Subject to approval of Members.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Satish Kagliwal -Managing Director
Mr. Devinder Khurana -Chief Financial Officer
Mr. Dhiraj Rathi -Company Secretary

16. DECLARATION OF INDEPENDENT DIRECTOR.

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub section (6) of Section 149.

17. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR

The details of the familiarization program for the Independent Directors is reported in the Report on Corporate Governance.

18. NUMBER OF MEETINGS OF THE BOARD

Five meeting of the Board were held during the year. The dates on which the Board meetings were held are 30th May 2018, 31st July 2018, 31st October 2018, 28th December 2018 and 02nd February 2019. The details of attendance of Board meetings and Committee meetings held during the Financial Year 2018-19 forms part of the Corporate Governance Report.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL

DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The detailed information in this regard has been given in the Corporate Governance Report.

20. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis has been given separately in the report.

21. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of\ the Companies Act, 2013 disclosed in Form No. AOC 2 and is set out as Annexure -II and forms part of this report.

22. PARTICULARS OF LOANS, AGURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The loan given or guarantee provided, or investment made by the Company during the financial year 2018-19 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

24. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2019 to the date of signing of the Directors Report.

25. RISK ASSESMENT AND MANAGEMENT:

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

26. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE:

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal

Complaints Committee. The following is a summary of sexual harassment complaints received and disposed of during the year

No. of complaints received: Nil
No. of complaints disposed of: NA

27. COMMITTEE OF THE BOARD

Currently the Board has Four Committees:

1. Audit Committee,

2. Stakeholders Relationship Committee,

3. Nomination & Remuneration committee.

4. Corporate Social Responsibility Committee

A detailed note on the Board and its committees, composition and compliances, as per the applicable provisions of the Act and Rules is provided under the Corporate Governance Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.

29. EXTRACT OF ANNUAL RETURN

Annexure-VI is attached.

30. INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is adequately insured.

31. ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Companys growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your Directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors

30th May 2019
Registered Office:
Nath House,
Nath Road Managing Director Director
Aurangabad-431005 Satish Kagliwal Sweta Kagliwal
DIN: 00119601 DIN: 02052811