vardhaman laboratories ltd share price Directors report

To,

The Members, of Vardhaman Laboratories Limited

Your Directors are pleased to present the 33^rd Annual Report together with the Audited Accounts for the financial year ended March 31, 2018.

FINANCIAL RESULTS:

		(Amount in Rs)
Particulars	2017-2018	2016-2017
Sales & Other Income	3,54,057	3,70,176
Cost of Sales and Expenditure	7,54,647	7,41,945
Profit / (Loss) Before Depreciation Exceptional and Extraordinary items and Tax	(4,00,590)	(3,71,769)
Less: Depreciation	-	-
Profit/(Loss) Before Exceptional and Extraordinary items and Tax	(4,00,590)	(3,71,769)
Less: Exceptional Items	-	-
Profit/(Loss) Before Extraordinary items and Tax	(4,00,590)	(3,71,769)
Add: Extraordinary Items	-	-
Profit/(Loss) Before Tax	(4,00,590)	(3,71,769)
Less: Provision Before Tax – Current	-	-
Deferred	-	-
Net Profit/(Loss) for the Year	(4,00,590)	(3,71,769)

During the period under review, the Sales & Other Income was Rs. 3.54 Lacs and the Company has incurred a Net Loss before tax of Rs.3.71 Lacs.

DIVIDEND AND TRANSFER TO RESERVES:

The Directors have not declared any dividend for the current financial year in lieu of the loss incurred.

PUBLIC DEPOSITS:

The Company has not invited or accepted deposits from the public, as per required under Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 31st March, 2018 to which this financial statements relate and the date of this report.

SHARE CAPITAL:

AUTHORISED SHARE CAPITAL:

The present Authorised Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore Only).

ISSUE OF EQUITY SHARES:

The present Issued and Paid-up Share Capital of the Company is Rs. 4,12,46,500/- (Rupees Four Crore Twelve Lacs Forty Six Thousand Five Hundred Only). During the year the Company has not issued any Equity Shares.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have any Subsidiaries, Joint Ventures or Associate companies become or ceased during the year;

STATUTORY AUDITORS:

M/s. Agrawal Naredi & Co, Chartered Accountants (Firm Registration No: 122480W), were appointed as Statutory Auditors of the Company at the 32^nd Annual General Meeting for five years i.e. from 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting.

Your Company has received a confirmation from M/s. Agrawal Naredi, Chartered Accountants (Firm Registration No: 122480W) to the effect that that they are not disqualified within the meaning of Section 141 and other applicable provisions of the Act and rules made thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in his audit report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V. V. Chakradeo & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2017-18 in Form MR-3 is annexed herewith as "Annexure 1" forms part of the Annual Report as Annexure to the Board Report.

There are no material or significant observations by the Secretarial Auditor except that the Company (i) Has not appointed Managing Director, Chief Financial Officer and Company Secretary as KMP under Section 203 of the Companies Act – since there has been no activity in the Company, the management cannot afford to appoint these KMPs (ii) Has not appointed Women Director as per Section 149 of the Companies Act 2013.The company is in the process of searching a suitable women director.

INTERNAL AUDITORS:

M/s. Kabra & Patni, Chartered Accountants, Sangli were appointed as Internal Auditors of the Company during the year. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company and reports the same to the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) RE-APPOINTMENTOF MR. SUMEDH SHAH (DIN NO. 00321474):-

As per the provisions of Companies Act, 2013, Mr. Sumedh Shah (DIN: 00321474), Director will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

ii) INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

iii) KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Company has not appointed any Key Managerial Personnel.

iv) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation (4) (2) (f) (ii) (9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of the directors individually as well as the evaluation of the members of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The evaluation has been carried out as per the policy formulated by Nomination and Remuneration Committee.

MEETINGS OF THE BOARD

During the year under review 4 Board meetings were convened and held. The dates on which the said meetings were held are: May 30, 2017, August 14, 2017, November 15, 2017 and February 14, 2018. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

MEETINGS OF INDEPENDENT DIRECTORS:

According to Regulation 25 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a meeting of the Independent Directors is required to be held, inter alia, to review the performance of the Non-Independent Directors and the Board as a whole. Accordingly, a meeting of Independent Directors was held on Friday, March 23, 2018, wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board of Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards, have been followed and there are no material departures from the same;

(ii) 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 the Company as at the end of the financial year and of the Loss of the Company for that period;

(iii) the Directors had 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; and

(iv) the Directors have prepared the annual accounts of the Company 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 operating effectively.

(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.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms a part of this report.

CORPORATE SOCIAL RESPONSIBILTY (CSR):

The provision of section 135 of the Companies Act, 2013 relating to CSR are not applicable to the Company and, hence constituting the CSR committee, developing and implementing any CSR initiatives need not arise.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis on the operations of the Company as prescribed under Schedule V read with Regulation 34(2)(e) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms a part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the nature of its business and the size and complexity of its operations.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

AUDIT COMMITTEE:

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

REMUNERATION POLICY:

The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of Companies Act, 2013, is appended as "Annexure 2" to this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013:

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in the "Annexure 3" hereto and forms part of this Report.

EXTRACT OF THE ANNUAL RETURN:

Extract of the Annual Return as on the financial year ended March 31, 2018 in Form MGT 9 is annexed hereto as "Annexure 4" and forms a part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not lent out any money or made any investments or provided any guarantees during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable and as such does not form part of the Report.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

During the year under review, there was no employee receiving remuneration from the Company. Therefore, the Statement of Particulars of Appointment and Remuneration of Managerial personnel as per Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

PARTICULARS OF EMPLOYEES;

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

WOMENS GRIEVANCES REDRESSAL

Your Company does not have any women employee. Therefore, "Policy on Prevention & Redressal of Sexual Harassment at Workplace" as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Promotion, Prohibition and Redressal) Act, 2013 is not applicable.

ACKNOWLEDGEMENTS:

The Board records its gratitude for the Banker of the Company for their continued support and confidence maintained throughout the year and look forward to better the same. Your Board

takes this opportunity to record its appreciation to all who have supported the Company in its development.

	By Order of the Board of Directors
	For Vardhaman Laboratories Limited
Place: Sangli	MV
Date: 14/08/2018	Sunil D. Shah	Dharamchand Shah
	Director	Chairman
Registered Office:	DIN: 00321471	DIN:00321468
1393, Peth Bhag, High School Road,
Sangli-416 416.

ANNEXURE-3

Disclosure of the particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules. 2014.

(A) Conservation of energy-

i. the steps taken or impact on conservation of energy: NIL

ii. the steps taken by the company for utilizing alternate sources of energy: NIL

iii. the capital investment on energy conservation equipment: NIL

(B) Technology absorption-

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-: NIL

iv. the expenditure incurred on Research and Development: NIL

C. Foreign exchange earnings and Outgo-

Particulars	2017-2018	2016-2017
Total Foreign Exchange Received (F.O.B. Value of Export)		-
Total Foreign Exchange used:
i) Raw Materials	-	-
ii) Consumable Stores	-	-
iii) Capital Goods	-	-
iv) Foreign Travels	-	-
v) Others	-	-

ANNEXURE-2

Remuneration Policy

1. Preamble

This Remuneration Policy provides the framework for remuneration of members of the Board of Directors, Key Managerial Personnel and other employees of the Company.

This Policy is guided by the principles and objectives as enumerated in Section 178 of the Companies Act, 2013 to ensure reasonableness and sufficiency of remuneration to attract competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company.

2. Aims & Objectives

A. The aims and objectives of this remuneration policy may be summarized as follows:

B. The remuneration policy aims to enable the company to attract, retain and motivate high quality members for the Board and executives.

C. The remuneration policy seeks to enable the company to provide a well- balanced and performance-related compensation package, taking into account shareholder interests, industry practices and relevant Indian corporate regulations.

D. The remuneration policy will ensure that the interests of Executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the "pay-for-performance" principle.

E. The remuneration policy will ensure that remuneration to Executives involves a balance between fixed pay and incentive (by way of increment/bonus/ promotion/any other form) reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

3. Principles Of Remuneration

a. Support for Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Companys objectives.

b. Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

c. Internal equity: The Company shall remunerate the Executives in terms of their roles and responsibilities within the organisation. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

d. External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the influence of external remuneration pressures.

e. Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.

f. Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration, whether as part of increment or separately and in such form as may be considered appropriate.

g. Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.

4. Remuneration To Non-Executive Directors

Non Executive directors may be paid remuneration by way of fee and reimbursement of expenses for participation in the Board and other meetings and commission and/or such other payments as may be permitted by the law applicable to such payments. Such payments shall be subject to the provisions of Companies Act, 2013.

5. Compensation Structure

Executives unless otherwise decided by the Committee shall receive a competitive remuneration package.

6. Criteria For Identification Of The Board Members And Appointments Of Senior Management

The members of the board shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Companys business in a holistic manner.

Independent directors shall be person of integrity and possess expertise and experience and/or someone who the Committee/board believes could contribute to the growth/philosophy/strategy of the Company.

In evaluating the suitability of individual Board members, the Committee takes into account many factors, including general understanding of the Companys business dynamics, global business, social perspective, educational and professional background and personal achievements.

Director should possess high level of personal and professional ethics, integrity and values. They should be able to balance the legitimate interest and concerns of all the Companys stakeholders in arriving at decisions, rather than advancing the interests of a particular constituency.

In addition, Directors must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate managements working as part of a team in an environment of collegiality and trust.

The Committee evaluates each individual with the objective of having a group that best enables the success of the Companys business and achieve its objectives.

The candidate for the appointment of senior management should possess adequate qualification, characteristics and work experience.

The candidate for senior management should also possess high level of personal and professional ethics, integrity and values.

7. AMENDMENTS TO THIS POLICY

The Nomination and Remuneration Committee is entitled to amend this policy including amendment or discontinuation of one or more incentive programmes introduced in accordance with this Policy.

8. APPROVAL AND PUBLICATION

This remuneration policy as framed and or amended by the Committee shall be recommended to the Board of Directors for its approval.

The policy shall be disclosed in the Directors report to be issued by the Board of Directors in terms of requirements of Companies Act, 2013