Unjha Formulations Ltd Directors Report.

To

The Members,

Your directors have pleasure in presenting their Twenty Sixth Annual Report together With Audited Statement of Accounts of the Company for the year ended 31st March, 2020.

 

FINANCIAL RESULTS:

The Working results of the Company are as under:

PARTICULARS 31.03.2020 31.03.2019
TURNOVER 1060.19 1142.19
OTHER INCOME 25.54 10.19
TOTAL INCOME 10,85.73 1152.38
PROFIT BEFORE DEPRECATION AND TAXATION 38.74 38.66
LESS: DEPRECATION 7.90 8.63
PROFIT/LOSS BEFORE TAX 30.84 30.03
LESS: PROVISION FOR TAXATION 0 NIL
PROFIT FOR THE YEAR 30.84 30.03
BALANCE AS PER LAST BALANCE SHEET (316.90) (346.93)
TOTAL PROFIT/LOSS (286.06) (316.90)

 

BUSINESS OPERATIONS & PROSPECTS:

During the year under review your company has sales turnover of Rs.10.60 Cr.(in respect of its existing activities).Profit before tax increase by about 1% over previous year to Rs.30.74Lacs.

 

DIVIDEND:

In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year.

 

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature if business during the year.

 

SHARE CAPITAL:

The paid-up equity share capital as on 31st March, 2020 was Rs. 44,805,000/-. There was no public issue, right issue, bonus issue or prefer entialssue etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

 

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The board of Directors duly met 8 times in a year and in respect of these meetings proper notices were given and the proceedings were properly recorded in the minutes book of the company maintained for this purpose under the Companies Act,

2013.

 

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company has no any subsidiary, joint venture or associate companies.

 

DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U/S 149 (10):

The board of the company consist of 6 Directors, out of which three are independent Directors, one Managing Director and one whole Time Director.

All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulation,2015 which has been relied on by the company and placed at the Board Meeting of the company held on 25th June, 2020.

 

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate report of Management Discussion and Analysis is attached as a part of the Annual report.

 

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith.

 

MARKETING:

Your Company has continued manufacturing agreement with Reckit Benckiser India Ltd., for sales of Isabgol Husk based product Fybogel, Abbot HealthcatePvt Ltd., for sales of FABOLITE ,Karnataka Antibiotics & Pharmaceuticals Ltd for sale of Husky, "Oman Hygienic Products LLC" for exports, Rhine Biogenics Pvt. Ltd for sale of Trugol SF Powder andKinedex Healthcare Pvt Ltd. for sale of Laxovel Group of product and Appolo Pharmacy for sale of Sat-Isabgol etc. Your Company has also continued manufacturing agreement with Karnataka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on third party contract manufacturing.

 

EXPORT:

During the period under review your company exported Rs. 3347078.51 (US$ 477250.60).The Company continued its focus on development of Export Markets, for Albendazole Bolus, Fibron SF Powder and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation. During the current year under review company entered into manufacturing contract with South America based well known Pharmaceuticals Company.

 

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of theCompany regarding the Management Discussion and Analysis Report areannexed to this report.

 

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the

profit of the Company for that period.

3. The directors had 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 fraudand other irregularities.

4. The company has prepared the attach annual statement for the year ended 31stMarch, 2020 a going concern basis.

5. 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

6. There is proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

 

DEPOSITORY SYSTEM:

Your Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares inDematerialized form.

 

LISTING FEES:

Your Company has paid Listing Fee for the year 2019-20 at Bombay Stock Exchange Ltd and awaiting bill for 2020-21 for do the needful in time..

 

INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

 

DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

 

LOANS, GUARANTEE AND INVESTMENTS:

Pursuant to the Provision of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, investment made or guarantee given or security provided directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate. The company does not make any investment in securities or give guarantee to any other body corporate. Further, the company has not given any loan to others during the year ended March 31, 2020.

 

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts of Tribunals impacting the going concern status of the Company.

 

AUDIT COMMITTEE:

The Audit committee of the Comprises of Mr. Mayankkumar S. Patel, Mr. Jitendra P. Limbachiya and Mr. Chandrakant Modh wef 04.02.2020. Members.Themembers of the Audit Committee duly met 5 times in year.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

 

REMUNERATION AND NOMINATION COMMITTEE:

The Remuneration and Nomination committee of the Comprises of Mr. Mayankkumar S. Patel and Mr. Jitendra P. Limbachiya as Members.The members of the Remuneration and Nomination committee duly met 4 times in year.

The details of terms of reference of the Remuneration and Nomination Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

 

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Comprises of Mrs. Krutiben M. Patel, Mr. Hasmukh S. Darji and Mr. Chandrakant Modh as Members.The members of the Stakeholders Relationship Committeeduly met 5 times in year.

The details of terms of reference of the Stakeholders Relationship Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

 

DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

DIRECTORATE:

Smt Jashodaben S Patel will be retiring at the ensuring Annual General Meeting and being eligible offers himself for being reappointment.

 

PERSONNEL:

There are no employees covered Under Section 197 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 and hence no informationis required to thisreport.

INTERNAL CONTROL AND ITS ADEQUACY:

The company has adequate internal controls and processes in place with respect to its financial statements which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

 

CORPORATE SOCIAL RESPONSIBILITY(CSR):

Since the Companys net worth does not exceed Rs.500 crores or Companys turnover does not exceed Rs.1000 crore or the Companys net profit does not exceed Rs.5 crore for any financial year, the provisions of section 135 of the Companies Act,2013are not applicable to the Company.

 

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Particulars with respect to Conservation of Energy as per Section 134 of the Companies Act, 2013 read with the (Disclosures of particulars the Report of Board ofDirectors) Rules, 1988 and forming part of the Directors.

 

AUDITORS:

M/s. Milind Shah & Company ,Chartered Accounts, of the Company have submitted their Independent Auditors Report on the financial Statements of the Company for the year ended 31st March,2020 and they have made no qualification, reservation or adverse remark in their report. They are, as the Auditors, to hold Office from the conclusion of the ensuring Annual General Meeting until the conclusion of the next Annual General Meeting of the Company. You are requested to reappoint the auditors and fix their remuneration.

 

COST AUDITORS & COST AUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 148(3) of the Companies Act, 2013,the appointment of Cost Auditors is not applicable to the Company.

 

SECRETARIAL AUDITORS:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Ajay Parikh & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the company for the financial year ended March 31,2020. The Secretarial Audit Report is herewith as annexure. The Secretarial Auditors in their Secretarial Audit Report/in the Annexure to their Audit Report have not provided with any qualification except following observations:

Explanation : Regulation under 6(1) of SEBI (LODR) Regulations,2015, The Company had appointed Qualified Company Secretary on 02/07/2019 and previous Company Secretary had resigned on 1/07/2019, hence there is no any violations under Regulation 6(1) of SEBI (LODR) Regulations,2015.

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors Report for the Financial year ended 31st March, 2020 is annexed herewith for your kind perusal and information.

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the company with promoters, Directors or key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

The details of the transactions with Related Party are provided in the accompanying financial statements in Form AOC-2 enclosed as Annexure D.

 

COVID-19

The COVID-19 pandemic is a worldwide crisis and has meant that the economies will have to operate alongside the disease, now as the attention has started shifting from lockdown to safe reopening. The Company strictly followed the guidelines issued by the local, state and central governments and beyond to protect the health and well-being of its workforce and ensured minimum disruption to its customers. The Company closed its manufacturing facilities for a month and is taking all possible steps required to adjust to the new normal of working and growing. The demand is expected to remain uncertain in the foreseeable future.

 

RISK MANAGEMENT:

The Company has put in place adequate effective system and man power for the purposes of risk Management by formulating risk management policy of the Company.

 

INSURANCE:

All the properties of the Company including Building, Plant & Machinery, Stock and Stores have been adequately insured.

 

CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended.

 

FORMAL ANNUAL EVALUATION:

The Company has devised a policy for performance evaluation of Independent directors, Board, Committees &individual directors which includes criteria for performance evaluation ofexecutive directors & non-executive directors. Board of directors have expressed their satisfaction with the evaluation process.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct.

 

APPRECIATION:

Your Directors express their sincere thanks for the co-operation and assistance received from Dena Bank. Your Directors also express their gratitude to the investors, Employees, Agents, Dealers and Consumers of the Company for their valuable support and continued confidence report in the company.

By order of the Board
PLACE: Sidhpur Mayank S. Patel
DATE: 25.06.2020 (CHAIRMAN CUM MD)