REPORT OF THE DIRECTORS To Dear Members, Your Directors have pleasure in presenting their Forty Third Annual Report, together with the Audited Accounts for the year ended 31st March, 2015 PERFORMANCE FOR THE YEAR 2014-2015 This year due to less than average rainfall and falling agri-commodity prices the sales were lower at 19.58 Crs, as compared to 23.24 Crs, and like wise the PBT at 28.42 lacs Vs 43.87 lacs. To ward off the risk of monsoon and droping agri-products prices company has been increasing efforts on Exports and the result will be seen in future. The Export registrations are being undertaken in Egypt, Sudan apart from increasing customer base in Bangladesh. These efforts shall show result in current year. Company is also increasing its market area in other States apart from its main stay at Central India. The JV is scaling up well, it's a bit slow initially, as it is very strongly R&D driven, however the JV has made a wide range of diagnostic kits ranging from infectious diseases to oncology, which are being accepted by big names customers in diagnostic market. In times to come this JV would become a market leader in the molecular diagnostic sector. And these collective efforts will improve company's top line and bottom line in coming times. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Stock Exchange Listing Agreement, a report on Corporate Governance and Management Discussion and Analysis and Certificate from the Auditors on compliance thereof is given separately which form a part of this Report. DIRECTORS' RESPONSIBILITY STATEMENT The Directors confirm that: i) The company has followed the applicable accounting standards in the preparation ofthe Annual Account for the year under review. ii) The Directors have made judgements and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the company as at 31st March, 2015 and its profit for the year ended on that date. iii) The company has a proper and adequate system of internal control to ensure that all assets are safeguarded against losses and the system is capable of detecting frauds and other irregularities. iv) The annual accounts placed before you have been prepared on a going concern basis. DIVIDEND Due to inadequate profit, your Directors regret their inability to recommend any Dividend for the year. CURRENT LISTING Presently, the Equity Shares of the company are listed on the Bombay Stock Exchange Ltd, Mumbai. DIRECTORS Shri D. K. Dubey & Shri N. K. Dubey retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment. AUDITORS M/s R.C.Baheti & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. COMPANY SECRETARY As per the Companies (Amendment) Act, 2000, it is required, in case of your company, to obtain a certificate from a Company Secretary in whole-time practice regarding compliance of various secretarial matters as the paid-up capital of the company is more than Rs. 10 lacs. Accordingly, the company has appointed M/s P. K. Rai & Associates, Practising Company Secretary as a Secretarial Auditor. The Secretarial Audit Report given by M/s P.K. Rai & Associates, Bhopal is attached herewith which forms part of this report. The company had initiated the process of appointing a full time Company Secretary, and is looking for one. PERSONNEL Personnel relations remained cordial during the year. The Board expresses its appreciation ofthe contribution of employees at all levels. There is no employee drawing remuneration in excess of the limits prescribed under section 134 of the Companies Act, 2013. SAFETY AND ENVIRONMENT The company has installed adequate systems for industrial safety, environmental protection and pollution control. Necessary facilities at Company's plant are installed to meet the standards set by Pollution Control Authorities and Industrial Health & Safety Department. Company is having valid permissions from the above authorities. Company is also a member of Common Effluent Treatment Plant - commissioned by Central and State Pollution Control Board. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A statement showing additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required pursuant to Section 134 of the Companies Act, 2013 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed forming part of this Report. ACKNOWLEDGEMENTS The Directors take this opportunity to thank the shareholders, Distributors, the Bankers M/s STATE BANK OF INDIA, Relationship Manager RMME, Sales Hub, BHOPAL for their support and co-operation. For and on behalf of the Board of Directors R.K. DUBEY CHAIRMAN & MANAGING DERECTOR Place: Bhopal Dated: 29th May, 2015 |