DIRECTORS REPORT To, The Shareholders, Your Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited Accounts for the year-ended 31stMarch, 2015. REVIEW OF OPERATIONS & FUTURE OUTLOOK CREATING NEW CAPACITIES: Our Company proposes to launch new products i.e. Tinidazole which is a forward integration & Glyxol which is a backward. Our Company intends to purchase specialized equipments for expanding the existing products capacity i.e. Metronidazole (MTZ) to 70 M.T, Tinidazole (TNZ) to 25 M.T, Glyaxol to 300 M.T, Metronidazole Benzoate (MBO) to 20 M.T. (MBO) and Ammonium Sulphate (AMS) to 600M.T. The Company has decided to convert the effluent of the company (which the company drains away) into Ammonium Sulphate. DIVIDEND Your directors do not recommend any dividend for the year ended 31st March, 2015. DEPOSITS The Company has not accepted the deposits from the public as per the Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. CORPORATE SOCIAL RESPONSIBILITY Since the Company's turnover, net profit and net worth does not exceed the limits mentioned under Section 135 of Companies Act, 2013, the provisions of Corporate Social Responsibility is not applicable to the Company. DIRECTOR Mr. Jagdish K Shah, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. To regularize the appointment of Smt. Damiyanti PGhatalia who was appointed by Board as a Woman Director vide its Board Meeting dated 14th February, 2015. At present, your Company has 3 (Three) Non-Executive Directors out of which two are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement. During this Annual General Meeting, it is proposed to confirm the appointment of all the present Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013, the period of appointment of Independent Directors shall be 5 (Five) consecutive years from the date of their appointment at Annual General Meeting and they are not liable to retire by rotation. The Company has received notices under Section 160 of the Companies Act, 2013 (Section 257 of the Companies Act, 1956) proposing appointment of 2 (Two) Independent Directors. In the opinion of your Directors, your Company will continue to benefit from Mr. Chetan K. Mehta and Mr. Satish M. Sheth, Non-Executive Independent Directors in their capacity as Director of your Company. Your Directors, therefore, recommend that the proposed resolutions relating to appointment of these Directors be passed. DIRECTORS RESPONSIBILITY STATEMENT As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby confirm: i) that in preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year ended 31st March, 2015 and the profit/(Loss) of the Company for the year under review; (iii) that proper and sufficient care has been taken for 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; (iv that the annual accounts for the year ended 31st March,2015 have been prepared on a "going concern basis" ANNUAL RETURN As per section 92(3)of the Companies Act, 2013, the extract of the Annual Return is annexed hereto as Annexure A. AUDITORS M/s. DMKH & Company, who were appointed as Auditors to hold office until the conclusion of the 29th Annual General Meeting to be held in the calendar year 2019 are eligible for re-appointment. The Company has received the Certificate from them to this effect. SECRETARIAL AUDIT REPORT Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed Mr. Virendra Bhatt, Practising Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-15. Accordingly, the Secretarial Auditors have given their report, which is annexed hereto as Annexure B. The comments of the Board on the observations of the Secretarial Auditors are given after Annexure B above. BOARD MEETINGS The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR The Board confirms that all Independent Directors of the Company have given a declaration to the Board that they meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013. COMMITTEES OF THE BOARD The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report. AUDIT COMMITTEE The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time. CORPORATE GOVERNANCE A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors statement on its compliance. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: Your Company has made the necessary disclosures in this Report in terms of Section 134(3)of the Companies Act, 2013 read with Rule 8of the Companies (Accounts) Rules, 2014 is given in Annexure C and forms part of this report. RELATED PARTY TRANSACTIONS: Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Details of material contracts or arrangement or transactions at arm's length basis EMPLOYEES: There were no employees coming under the purview of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules frame there under. REMUNERATION: As per Section 197 of the Companies Act, 2013, the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year: DISCLOSURE UNDER SECTION 164 None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013. ACKNOWLEDGEMENTS Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement. For and on behalf of the Board of Directors Jagdish K.Shah CHAIRMAN Place: Mumbai Date : 30th May, 2015 |