BOARD'S REPORT To The Members, Your Directors are pleased to present 21st Annual Report and the company's audited financial statement for the financial year ended March 31, 2015. (1) YEAR UNDER REVIEW : During the year under review Company has obtained WHOcGMP Certificate for General Section and startered their export activities and achieved revenue from operations to the tune of Rs. 36862903 against Rs. 33678762 in the previous year. The Profit/(Loss) before depreciation is Rs. 21776 for the current year against Loss of Rs. (1715727) of the previous year Material Changes and Commitments: There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. Dividend Due to loss, your Directors do not recommend any dividend on equity shares of the Company. Conservation of energy, technology absorptions and foreign exchange earnings and outgo : Information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this Report which is given as per annexure A to this report. Insurance The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets, profit and third parties. Risk Management Your company has Risk Management Framework as approved by the Board of Directors which provides mechanism to identify, evaluate business risk and opportunities. The risk associated with the business of the Company, its root causes are reviewed and steps are taken to mitigate the same. The Audit Committee and Board of Directors also reviews the key risk associated with the business of the Company, the procedure adopted to assess the risk, efficacy and mitigation measures. Internal Financial Control: The Company has a good system of internal controls in all spheres of its activity. The internal control system is supplemented by effective internal audit being carried out by an external firm of Chartered Accountants. The Audit committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion / observation of the Auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control system adequate to the size of the Company exists. Deposits: Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the Companies Act, 2013. Loans, Guarantee, Investments and Security Particulars of loans, guarantee, investments and security are given in the Notes to accounts (Please refer to Note 10, 12 and 16 to financial statement). Subsidiaries/ Joint Venture/ Associate Companies: Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries, associates and joint ventures companies, no consolidated financial statements required to be given. ISO 9001:2008 CERTIFICATION: Your Directors have pleasure informing you that the company has got renewed ISO-9001: 2008 certification from the world renowned institution for its Pharma Division. Your Company is enjoying coveted and prestigious ISO 9001:2008 Status. Company has successfully met all the stringent and rigorous revaluation and surveillance measures. Directors' Responsibility Statement: Your Directors Statement and confirm that: i) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same; ii) The directors had 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 at the end of financial year and of the profit and loss of the company for the year ended on that date. iii) The directors had taken proper and sufficient care of 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; iv) The directors had prepared the annual accounts 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 are operating effectively. vi) Tthe directors had devised proper systems to ensures compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Corporate Governance: The amended Clause 49 of listing requirements on Corporate Governance is not applicable to the Company and hence nothing to report thereon. Corporate Social Responsibilities: As the Company's net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company. Related Parties Transactions All related party transactions there were entered by the Company during the financial year were either on the arm's length basis or in the ordinary course of business and the same were not materially significant. Further prior approval of Board of Directors has been taken for the business related transactions entered into with all related parties. Moreover your Directors draw your attention to Note to the financial statement which sets out related party disclosures. Directors and Key Managerial Personnel: In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Atul M. Thakker, Non executive & Non independent director, (DIN 01157384) and Mr. Mahendra C. Raycha (DIN 00577647), Executive & Non independent director will retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Mr. Mittal Shah, has been appointed as Chief Financial Officer of the Company by the Board with effect from May 16, 2014. Mr. Vishal Mehta, has been appointed as Company Secretary of the Company by the Board with effect from May 16, 2014. Mr. Prashant Gupta, as Compliapoe Officer of the Compaey. Mr. Ashwin M. Thakkar (DIN 01153319) has resigned as director w.e.f. 11/08/2014. Pursuant to the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013, Mr. Gaurang Vora (DIN 01157447), Mr. Rajesh Thakkar (DIN 01597404), Mr. Tejas Thakkar (DIN 01157506), have been appointed as Independent directors by the shareholders in their 20th Annual General meeting held on September 26, 2014 for a period of five years. Mr. Mahendra C. Raycha has been re-appointed as Chairman & Managing Director of the Company w.e.f. April 1, 2015. Whereas the terms of appointment of Joint Managing Director- Mr. Akshit Raycha, has been changed subject to the approval of members so as to make him liable to retire by rotation. COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES: Composition of Board The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. • Mr. Rajesh Thakkar has been appointed as member of the Committee w.e.f. 01/10/2014. • Mr. Akshit Raycha has resigned as member of the Committee w.e.f. 1.10.2014. The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013 Functions and Powers of Audit Committee: The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including observation of the auditors and review of financial statement before their submission to the Board and discuss any related issue with internal and statutory auditors and the management of the company. In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter in relating to any terms specified in Section 177 or referred to it by the Board. Responsibility of the Committee : The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and investigation from time to time and may require submitting a report to the Board on such matters within the stipulated time. The committee on any matter relating to financial management including audit report shall submit a report to the Board from time to time. The Board has accepted all the recommendation made by the Audit Committee. Nomination and Remuneration Committee: During the year the Company has renamed and reconstituted its Remuneration Committee as the Nomination and Remuneration Committee: The Committee has been reconstituted in October, 2014 in terms of Section 178 of the Companies Act, 2013. The Committee shall have at least the following basic responsibilities: • To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance. • To formulate and review criteria that must be followed for determining qualification for determining qualifications, positive attributes and independence of director. • To recommend the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees and to ensure compliance with the remuneration policy set forth by the Company. • To propose to the Board the members that must form part of the Committee. • To report on the systems and on the amount of the annual remuneration of directors and senior management. The Remuneration Policy has been posted on the website of the Company. Stakeholders Relationship Committee The existing Investor Grievance Committee has been reconstituted and re-named as Stakeholders Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013. • Mr. Akshit Raycha has been appointed as Member of the Committee w.e.f. 1.10.2014. Basic Responsibilities of the Committee: • Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non receipt of annual report etc. • Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee. • Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company. • Providing guidance and making recommendation to improve service levels for investors. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. Various aspects of the Board's functioning were evaluated such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. Declaration by Independent Directors: The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 and under the Listing Agreement with the Stock Exchanges. Extract of Annual Return: Extract of the Annual Return of the Company in MGT-9 is enclosed herewith as an annexure B to this Report. Remuneration to Directors: The remuneration paid to Directors, Non Executive Directors and Independent Directors are disclosed in the Extract to the Annual Return i.e. MGT — 9 as Annexure B to the Board Report. Vigil Mechanism/ Whistle Blower Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud / misconduct. The detail of the Policy has been posted on the website of the Company. Share Capital & Employee Stock Option etc: The paid up share Capital of the Company is Rs.537.39 Lacs. During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL. Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personal) Rules, 2014, M/s. Kamlesh M. Shah & Co., Company Secretaries, was appointed as the Secretarial Auditors of the Company to conduct the secretarial audit as per the provisions of the said Act for the FY 2014-15 (Apr-14 to Mar-15). M/s. Kamlesh M. Shah & Co., Company Secretaries have carried out the Secretarial Audit of the Company for FY 2014-15 and the Report of Secretarial Auditors in Form MR-3, is annexed with this Report. With respect to the observation of the Secretarial Auditor, the Board replies hereunder:- 1. Appointment of Company Secretary has been made and necessary forms were filed except Form MR-1 Your directors respectfully submit that the Company has attempted to file form MR-1 but due to some technical problem of the Form, said was not being uploaded. The company had approached the MCA to get the problem solved and said forms will be filed soon. Auditors and Auditors Report: M/s. Jayesh R. Mor & Co., Chartered Accountants, Ahmedabad (FRN: 122056W) are the statutory auditors of the Company and there are no changes in the same and they are being eligible offers themselves for reappointment. The Company has received a certificate from them about their eligibility for appointment as Statutory Auditors in accordance with Rule 4 of the Companies (Audit and Auditors) Rule, 2014 read with third provision of section 139(2) of the Companies Act, 2013. Board recommends their reappointment for the FY 2015-16 at the ensuing Annual General Meeting. There are no specific qualifications, reservation or adverse remark or disclaimer made by the statutory auditors in their auditor's report. Particulars of Employees and Other Related disclosures: The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacs p.a. However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Secretarial Department at the Regd. Office of the Company. General Shareholder Information 21st Annual General Meeting Venue :ATMA Conference Hall, Ahmedabad Textile Mills Association,Ashram Road, Ahmedabad: 380009 Date :September 28, 2015 Time: 10 a.m Book Closure : From 16/09/2015 to 28/09/2015 (both days inclusive) Registrar & Share Transfer Agent : M/s. Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E),Mumbai: 400 072 Telephone No. (022) 40430200, 284470652Fax No. (022) 28475207 E-Mail ID - info@bigshareonline.com E voting Period 21/09/2015 (10.00 a.m) to 23/09/2015 (5.00 p.m) Listing of Shares: The Company's Equity Shares are at present listed at Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. There was no trading at Ahmedabad Stock Exchange. The Equity Shares of the Company are freely tradable on at BSEs and trading thereof have not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances of the various clauses of the Listing Agreement and SEBI Regulations from time to time. The Company has duly paid the annual Listing Fees of both the Stock Exchanges for and up to the financial year ending on 31.03.2015. ISIN of the Company : INE812B01026 Share Transfer System Share transfers are registered and returned within a period of 15 days from the date of receipt, provided documents are correct and valid in all respect. Thereby the average time taken in transfer of shares is 15 days. The depositories directly transfer the dematerialized shares to the beneficiaries. Acknowledgment: Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties. By Order of the Board For, Zenith Healthcare Ltd Mahendra C. Raycha Chairman & Managing Director DIN 00577647 Place: Ahmedabad Date: 29/05/2015 |