Dear Members,
The Board of Directors of your Company presents the Twenty Second Annual Report on the
affairs of the Company, together with the Audited Accounts of the Company for the year
ended 31ST March, 2018.
1. FINANCIAL RESULTS:
The Financial Results for the year under review vis--vis the financial results for
the previous year are as under:
|
|
(Rs. In millions) |
| Particulars |
2017-18 |
2016-17 |
| Net Sales |
718 |
691 |
| Profit before Depreciation, Interest & Tax (PBDIT) |
(253) |
(732) |
| Financial Expenses |
83 |
99 |
| Depreciation |
216 |
219 |
| Profit before Tax (PBT) |
(552) |
(1050) |
| Provision for Taxation: |
|
|
| -Current Tax |
|
|
| -Deferred Tax |
18 |
31 |
| Profit after Tax (PAT) |
(570) |
(1081) |
| Profits available for equity shareholders |
|
|
| Appropriation: |
- |
- |
| Proposed Dividend on Equity Shares |
- |
- |
| Corporate Dividend Tax |
- |
- |
| Balance carried to Balance Sheet |
(570) |
(1081) |
| Earnings per Share (Basic) Rupees |
(9.21) |
(17.46) |
| Earnings per Share (Diluted)Rupees |
(9.21) |
(17.46) |
FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
Your Directors are hereby reporting performance of the business operations as follows:-
• Sales and Export: During the year under review, your Company achieved a
turnover of Rs. 718 million as compared to Rs. 691 million in the previous year with a
increase of 4%. The export of API products has also been lower at Rs. 161 million as
compared to 173 million in the previous year. Total exports including trading of products
have been at Rs. 232 million as compared to Rs. 307 million in previous year. The overall
decrease in exports sale has been owing to unfavorable market conditions and economic
stress.
• Profitability: During the period, the Earnings before depreciation,
interest and tax (EBDITA) has been (-) Rs. 253 million as compared to (-) Rs. 732million
during the corresponding previous year. The Company incurred a loss before tax (PBT) of
Rs. 552 million as compared to a loss of Rs.1050 million during the previous year. After
tax adjustment of Rs. 18 million, the net loss worked out to Rs. 570 million as compared
to a net loss of Rs. 1081 million in the previous year.
• Assets: The net fixed assets (including work-in-progress) as at
31stMarch, 2018 were Rs. 3329 million as compared to Rs. 3554 million in the previous
year.
2. DIRECTORS:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance
with the Articles of Association of the Company, Mr. Pranav Gupta Director of the Company
retires by rotation at the forthcoming Annual General Meeting and being eligible offer
himself for re-appointment. Notice convening the Annual General Meeting includes the
proposal for his re-appointment as the Director.
The present term of appointment of Mr. Jagjit Singh Chahal, Mr. Sanjeev Kumar and Mrs.
Vandana Singla (Independent & Non Executive Director) is expiring at the ensuring
Annual General meeting. The Board of Directors recommend their appointment for a further
term of one year.
Mr. Ashok Jindal, CFO of the Company has resigned from the post w.e.f. 05.02.2018 and
Ms. Ishrat Gill , Company secretary of the Company has resigned w.e.f. 20.12.2017 Pursuant
to section 2 (51) and Section 203 of Companies Act, 2013, Mr. Pranav Gupta (Managing
Director) and Mr. Vineet Gupta (Whole Time Director) are the KMPs of the Company.
Statement on Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Section 149(6) of the Companies Act, 2013 and Regulation 15 of SEBI (Listing Obligations
and Disclosure Requirements), 2015.
3. SUBSIDIARIES:
The Company has two wholly owned subsidiaries namely M/s. Parabolic Research Labs
Limited and M/s. Ziven Life Sciences Limited. The consolidated Financial Statements of
these subsidiaries and the Company shall be laid before the Annual General Meeting of the
Company.
Pursuant to Section 129 of the Companies Act, 2013, a separate statement containing the
salient features of the financial statements of its subsidiary is attached along with the
Financial Statements of the Company.
4. SHARE CAPITAL:
During the year under review, the Authorized Share Capital of the Company remained
unchanged at Rs. 72 Crores (divided into 7,20,00,000 Equity Shares of Rs. 10 each). The
Promoters/Promoters Associates had contributed Rs 260 million as their additional
contribution towards equity share capital for the allotment of 1,80,55,556 equity shares
at a price of Rs. 14.40/-(face value Rs.10 and premium Rs.4.40) per equity share in terms
of sanctioned CDR package. The allotment of said shares to proposed allottee (s) has been
pending for want of receipt of in principle approval from the NSE.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis of financial conditions and result of operations of
the Company for the Financial Year 2017-18, as required under Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirement) Regulation, 2015, are annexed hereto as a
separate statement in the Annual Report.
6. CORPORATE GOVERNANCE REPORT:
The Company aimed to conduct its affairs in ethical manner and has in place a system of
Corporate Governance. A separate report on Corporate Governance forming a part of the
Annual Report is annexed hereto. A certificate from the Statutory Auditors of the Company
regarding the compliance of conditions of Corporate Governance as stipulated under
Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 is
annexed to the report on Corporate Governance.
7. AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, every company
at its first Annual General Meeting, has to appoint an individual or a firm as an auditor
who shall hold office from the conclusion of that meeting till the conclusion of its sixth
Annual General Meeting. No listed company or a company belonging to such class or classes
of companies as may be prescribed, shall appoint or re-appoint an audit firm as auditors
for more than two terms of five consecutive years. However, a time of three years has been
given for the compliance of the said provisions.
The Board has recommended to appoint M/s. V.K. Jindal & Company, Chartered
Accountants, Chandigarh for a period of one year who shall hold office from the conclusion
of this annual general meeting till the conclusion of next annual general meeting.
8. AUDITORS REPORT:
The Auditors Report on the Annual Accounts of the Company for the year under
review is self-explanatory and requires no comments. During the year, there were no
instances of frauds reported by auditors under section 143(12) of the Companies Act, 2013
9. SECRETARIAL AUDITORS REPORT:
Pursuant to section 204 of the Companies Act, 2013, M/s M.L. Aggarwal &
Associates, Practising Company Secretary (COP no 13944), Chandigarh was appointed by the
Board to conduct secretarial audit of the Company for the FY 31st March 2018. The
Secretarial Audit Report is attached as an annexure.
10. APPOINTMENT OF COST AUDITOR:
The Board of Directors has approved the appointment of M/s. Anil Sharma & Co.,
Cost Accountants, Chandigarh, as the Cost Auditors of the Company for the Financial Year
2017-18, subject to the approval of the Members in the ensuing Annual General Meeting of
the Company. The cost audit report for the Financial Year 2017-18 will be forwarded to the
Central Government as required under Law. Further, Cost Audit report for F.Y. 2016-17 has
been submitted to Central Government.
11. INTERNAL CONTROL SYSTEM:
The company has in place well designed adequate internal controls with reference to
financial statements. These controls ensure the accuracy and completeness of the
accounting records and preparation of reliable financial statements.
12. FIXED DEPOSITS:
During the year under review, the Company has not accepted any deposits from the public
in terms of the provisions of Sections 73 of the Companies Act, 2013.
13. DIVIDEND:
In view of the loss incurred by the Company during the year under review, the Board of
Directors has not recommended any dividend for the Financial Year 2017-18.
14. PERSONNEL AND HUMAN RESOURCES:
Your Company continues to lay emphasis on continued qualitative growth of its human
resources by providing a congenial and conducive work environment in consonance with its
belief that the real strength of its organization lies in its employees.
15. INDUSTRIAL RELATIONS:
The Industrial Relations between the employees and the management remained peaceful
and cordial throughout the year at all the units of the Company.
16. STATEMENT OF PARTICULARS OF EMPLOYEES: A statement of Particulars of Employees
pursuant to the provisions of Section 134 of the Companies Act, 2013, is enclosed and
forms a part of this report.
17. GROUP:
The Company, inter-alia with the following entities, constitutes a group:
a) PNG Trading Private Limited
b) Parabolic Infrastructure Private Limited
18. MEETINGS OF BOARD OF DIRECTORS:
The Board of Directors met Seven times during the financial year. Detail of board
meeting is given in corporate governance report.
19. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:-
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. appropriate accounting policies have been selected and applied consistently, and
have 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, 2018 and of the profit
and loss of the Company for the year ended on 31st March, 2018;
c. proper and sufficient care has been taken 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 frauds and other irregularities;
and
d. the annual accounts have been prepared on a going concern basis.
e. adequate internal financial controls to be followed by the Company have been laid
down and such controls were operating effectively.
f. proper and adequate systems to ensure compliance with the provisions of all
applicable laws have been
devised and such systems were operating effectively.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Energy conservation continues to be an area of major emphasis in our Company. The
Company has adopted the strategy of bringing about a general awareness amongst all
regarding energy conservation.
Particulars with respect to conservation of energy and other areas as per Section 134
(3) (m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules,1988,are annexed hereto and form part of this
report.
21 . MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:
a) M/s. J.M. Financial Asset Reconstruction Company (the lead lender) while exercising
its right to enforce security interest under the SARFAESI, ACT , 2002 has taken physical
possession of the unit located at Plot No. 45, Industrial Area, Phase II, Panchkula on16th
March, 2018. Thereafter, M/s. J.M. Financial Asset Reconstruction Company has sold the
unit on 21st May, 2018. Likewise the lender has taken symbolic possession of Companys
R&D Unit located at Plot No. 280-281, Phase 1, Block -1, Alipur, industrial estates ,
HSIIDC, Tehsil Barwala, Haryana on16th March, 2018.
b) M/s. J.M. Financial Asset Reconstruction Company (the lead lender) the financial
creditor and M/s. Weather Makers Pvt. Ltd, Laxon Drugs Pvt. Ltd. and GMP Technical
Solutions Pvt. Ltd has filled applications under section 7 and section 9 of the Insolvency
& Bankruptcy Code, 2016 for initiating corporate insolvency resolution process against
the company before the Honorable NCLT, Chandigarh Bench, Chandigarh.
22. REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS:
During the period under review, no employee of the Company received salary in excess of
the limits as prescribed under the Act. Accordingly, no particulars of employees are being
given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The details pertaining to the ratio of the remuneration of each director to the median
employees remuneration and other prescribed details as required 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 are annexed herewith and form part of the Directors
Report as Annexure I.
23. EXTRACT OF THE ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the
Companies Act 2013, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 the extracts of the Annual Return as at March 31, 2018 forms part of this
report
24 . VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and
Regulation 22 Of SEBI (Listing Obligations and Disclosure Requirements), 2015, a Vigil
Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns has
been established
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of Companies Act, 2013 are not applicable to the Company.
26. NOMINATION AND REMUNERATION POLICY:
The Companys Nomination and Remuneration Policy formulated by the Nomination and
Remuneration Committee deals with the appointment and remuneration of Directors and KMPs
of the Company. The policy also covers the criteria for determining qualifications,
positive attributes, independence of a Director and KMP. In terms of Section 134(3)(e) of
Companies Act, 2013 the Nomination and Remuneration Policy of the Company is annexed
herewith and forms part of the Directors Report.
27. RISK MANAGEMENT POLICY:
Your Company has a Risk Management Policy in place, duly approved by the Board of
Directors, wherein all material risks faced by the Company are identified and assessed.
For each of the Risks identified, corresponding controls are assessed and policies and
procedure are put in place for monitoring, mitigating and reporting risk on a periodic
basis.
28 . LISTING / DE-LISTING OF SHARES:
The Shares of your Company are presently listed on The Bombay Stock Exchange Limited,
Mumbai (BSE) and National Stock Exchange (NSE).
29 . RELATED PARTY TRANSACTIONS:
Particulars of contracts or arrangements with related parties referred to in Section
188 (1) of the Companies Act, 2013, in the prescribed Form AOC -2, is appended as Annexure
2 to the Boards report. Details of related party disclosures form part of the notes to
the financial statements provided in this annual report.
30. PERFORMANCE EVALUATION OF THE BOARD:
This part is covered under Corporate Governance Report.
31 . ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude to the
Government, Bankers and Business Constituents and the shareholders for their continued
support to and the confidence reposed in the Company.
Your Directors also express their deep appreciation for the devoted and sincere
services rendered by workers, staff and executives at all levels of the organization and
we are confident that our Company will continue to receive such co-operation from them in
future also.
|
|
FOR AND ON BEHALF OF THE BOARD |
|
Sd/- |
Sd/- |
| PLACE: Chandigarh |
Vineet Gupta |
PRANAV GUPTA |
| DATED: 14.08.2018 |
Whole Time Director |
Managing Director |
+91-9892691696
