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Your Directors are presenting herewith the 24th Annual Report together with the Audited statement of aaccounts for the Financial year ended March 31, 2018.
|(Rs. in lakhs)|
|PARTICULARS||AS AT 31.03.2018||AS AT 31.03.2017|
|Sales & Other Income||1845.00||3551.49|
PERFORMANCE AND BUSINESS REVIEW
During the year under review, Company has achieved the turnover of Rs.1845.00 Lakh and Loss of Rs. 5305.67 Lakh as against Rs.3551.49 Lakh and Rs.1726.60 Lakh respectively for the corresponding previous year.
Your Directors do not recommend any dividend due to loss during the year under review.
TRANSFER TO RESERVES:
There has been no transfer to reserves out of the amount available for appropriation.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company during the year under review.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary/Joint Ventures/Associate Companies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans, guarantees or investments as specified under Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure-A" to this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) are not applicable to your Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS:
2017-18 was the most challenging year for Indian pharmaceutical industry and your company.
1. New pollution regulations in China have affected API prices massively. Since India is heavily dependent on China for either API or API intermediates, it has impacted all local prices to go up as well. On an average, there has been a rise of 40-45% in API prices but in some cases, it is as high as more than 100%. Due to ceiling prices in India, local profit margins have taken a hit.
2. Last two years have seen a major shift in manufacturing location as domestic manufacturing was encouraged by almost every semi-regulated and ROW country. In some countries, the incentive is as high as 40%.
3. These things coupled together have made it difficult for the Indian manufacturers to compete throughout the world.
4. The regulatory framework of all markets has tightened due to which the registration process has become longer.
5. Total capacity utilization has also dipped since export sales have reduced.
However your company is constantly filing dossiers in existing and new countries which will increase contribution in next 2-3 years.
Company has implemented an integrated risk management approach through which it reviews and assesses significant risk on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place.
INTERNAL CONTROL SYSTEM
The Companys internal control system is designed and framed to ensure day to day effective and efficient operations and compliance of laws and regulations. An alert internal audit group monitors the systems and processes. The prime objective of this audit is to test the adequacy and effectiveness of all internal control systems and suggest improvements. Significant issues are brought to the attention of the audit committee for periodical review.
In any organization communication with employee is a key determinant factor of success your company believes that employees are the most valued assets for success and growth of the Company. Your Company had implemented internet network for communication between management and employees for enhanced accessibility and transparency. Company has also initiated many morale building programs to strengthen their self-belief which further benefits the Company.
During the financial year 2017-18, your Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association Mr. Ashwani Khemka, Director retires by rotation at the forth coming annual general meeting and being eligible offer himself for re-appointment. Pursuant to Section 149(7) of the Act the Company has received declaration of Independence from all the Independent Directors as stipulated under section 149(6).
Dr. Vinod Goyal ceased to be director by resignation with effective from 30th May, 2018. The Board places on record his appreciation of the valuable advice and services rendered by them during their tenure of office.
Shri Shrenikkumar P. Solanki was appointed as Additional-Non Executive Independent Director of your Company at the meeting of the Board of Directors held on 30th May 2018.
Shri Shrenikkumar P. Solanki holds office as Additional Director upto the ensuing Annual General Meeting and being eligible has offered himself for reappointment. Appropriate resolution for his appointment is being placed for your approval at the ensuing AGM. Your Directors recommend her appointment as Independent/Non-Executive Director of your Company.
Details of Directors seeking appointment/reappointment at the forthcoming Aannual General Meeting as required under clause 49 of the Listing Agreement are annexed to the Notice convening the Annual General Meeting and forms part of the Annual Report.
ANNUAL EVALUATION OF BOARDS PERFORMANCE:
In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2017-18.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:
The Company has held 7 ( Seven) Board Meetings during the year under review on 30th May 2017, 30thJune 2017, 14th August 2017, 26th September2017, 6th November2017, 14th December2017 and 14th February2018.
The Company has held 4 (Four) Audit Committee Meetings during the year under review on 30th May 2017, 26th September2017, 14th December2017 and 14th February 2018.
WHISTLE BLOWER POLICY:
The Company has a whistle blower policy to report genuine concerns or grievances.
Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances., which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the member of Audit committee or to the Chairman of the Audit Committee.
STATEMENT OF DIRECTORS RESPONSIBILITY
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
(b) the Directors 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 your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 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 fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
The conditions of corporate governance requirements are not applicable to the Company in view of net worth requirements.
AUDITORS AND AUDITORS REPORT:
M/s. R.B. Gohil & Co., Chartered Accountants, who retire at the ensuing AGM of your Company are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.
The Audit Committee and the Board of Directors recommend the appointment of M/s. R.B. Gohil & Co., Chartered Accountants, as the Auditors of your Company for the financial year 2018- 19 till the conclusion of the next AGM. The Auditors Report for the financial year 2017-18, does not contain any qualification, reservation or adverse remark.
Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31, 2019 at a remuneration decided by the Board of Directors on recommendation of Audit Committee. Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Twenty-third Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mohd. Akram, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report.
As regards qualification in the Secretarial Audit Report relating to non appointment of Company Secretary and CFO, the Board is in the process of appointing suitable candidates for the same and appointment will be done in due course.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
The Company does not have any employee of the category specified Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Additional information as required in terms of the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect to above matters is given below:
|Power and Fuel Consumption||2017-18||2016-17|
|1. Gas and Electricity|
|a) (1) Gas||-||-|
|Total Amt. (Rs.)||-||-|
|Total Amt. (Rs.)||7428953||7273709|
|b) (1) Own Generation||-||-|
|3. Furnace Oil,LSHS& L.D.O.|
|Total Amt. (Rs.)||2471096||2360685|
|4. Other /Internal Generation|
B. RESEARCH & DEVELOPMENT
The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign exchange used and Earned
For the year ended March 31
Your Board of Director is grateful to the Companys Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors, and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Ccompanys personnel at all levels for the contribution made by them towards the working of your Company.
|For and on behalf of the Board of Directors|
|Date: August 14, 2018|