DIRECTORS' REPORT To, The Members TOHEAL PHARMACHEM LIMITED The Directors' present the Annual report on the business and operations of your Company for the year 2014-2015. NATURE OF BUSINESS The Company is engaged in the Business of Pharma Trading and Consulting There was no change in the nature of the business of the Company during the year under review. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here. TRANSFER TO RESERVES Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. (1,83,531) has been carried forward to profit & loss account. DIVIDEND In view of losses, your Directors do not recommend any dividend during the year. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 36,645,750/- A) Issue of equity shares with differential rights: During the year under review, the Company has not issued any shares with differential voting rights. B) Issue of sweat equity shares During the year under review, the Company has not issued any sweat equity shares. C) Issue of employee stock options During the year under review, the Company has not issued any sweat equity shares. D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed. FINANCE The Company has not borrowed any fund from Bank or financial institution during the year under review. FIXED DEPOSITS The Company has not accepted any deposit from the public during the year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. EMPLOYEE RELATIONS Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance. BUSINESS RISK MANAGEMENT The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company. DIRECTORS a) Changes in Directors and Key Managerial Personnel: Mr. Yogendra Harilal Machchhar will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment. The Company has appointed Ms. Manorama Jitendra Shah (Din: 07108562) as an additional independent woman director of the Company pursuant to section 149 of Companies Act, 2013 on 27/03/2015. b) Declaration by an Independent Director(s) and reappointment, if any All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. c) Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. d) Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. e) Number of Meetings of the Board of Directors and Audit Committee A calendar of Meetings is prepared and circulated in advance to the Directors. During the year sixteen Board Meetings and one Independent Directors' meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. PARTICULARS OF EMPLOYEES: None of the employees of the Company drew remuneration of " 60,00,000/- or more per annum / " 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken 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 fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. AUDITORS A. Statutory Auditors The Company's Auditors, M/s P. Dalal & Co., Chartered Accountant, Ahmedabad who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. B. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Anamika Jajoo, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A". CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is Nil. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-B". DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015. COMPOSITE SCHEME OF ARRANGEMENT FOR REVIVAL OF THE COMPANY The company has made application to BSE Limited for seeking approval under clause 24(f) of the Listing Agreement, for the scheme of Amalgamation / Arrangement (including reduction in capital, arrangement with creditors, etc) proposed to be filed under section 391, 394 and 101 of the Companies Act, 1956 on 20th January, 2014. The Company has received letter no. DCS/AMAL/CS/24(f)/146/2013-14 dated 27th August, 2014 from BSE Limited in which BSE state that the company is unable to obtain No-objection from the stock exchange pursuant to scheme of Arrangement filed by the Company. ACKNOWLEDGMENT Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. By Order of the Board of Directors Sd/- (Atul Pandit) Managing Director DIN: 02293998 Sd/- (Harsh Shah) Director DIN:01662085 Sd/- (Sujay Mehta) Director DIN: 02145467 Place : Ahmedabad Date : 23/05/2015 |