Board's Report To The Members BAJAJ HEALTH CARE LIMITED Your Directors have pleasure in presenting the 22nd Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2015. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK The Company's turnover for the year increased Rs. 21,830.17 Lacs as compared to last year Rs. 20,490.67 Lacs, which includes the Domestic turnover of Rs. 15,069.99 Lacs as compared to last year Domestic turnover was Rs. 13,728.36 Lacs and The Export turnover ofRs. 6597.28Lacs as compared to last year's export turnover of Rs. 6696.32Lacs. The Earnings before Depreciation & Tax (EBDT) in Financial Year 2014-2015 was Rs. 2087.74Lacs .The Profit After Tax (PAT) for the financial Year 2014-2015 is Rs. 751.21 Lacs increase over last year of Rs.210.26 CHANGE IN NATURE OF BUSINESS, IF ANY There are no changes in Nature of Business of the Company in the year in consideration DIVIDEND To conserve the resources, Your Directors has not recommended' any dividend on Equity Shares as well as Non-Cumulative Redeemable Preference Shares for the year ended 31st March 2015. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (T) OF THE COMPANIES ACT, 2013 For the financial year ended 31st March, 2015, the Company has proposed not to carry any amount to General Reserve Account. INFORMATION ABOUT SUBSIDIARY/ TV/ ASSOCIATE COMPANY Company does not have any Subsidiary, Joint venture or Associate Company. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply. MATERIAL CHANGES AND COMMITMENTS No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. EXTRACT OF ANNUAL RETURN The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. MEETINGS OF THE BOARD OF DIRECTORS During the Financial Year 2014-15, the Company held 5(Five) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized as below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings. Date of Meetings held: 12/06/2014 28/08/2014 21/10/2014 02/12/2014 3 0/03/2015 DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) 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 the financial year and of the profit and loss of the company for that period; c) 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; d) The directors had prepared the annual accounts on a going concern basis; and e) 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. AUDITORS and REPORT thereon The Auditors, M/s Paresh Rakesh& Associates, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information. LOANS, GUARANTEES AND INVESTMENTS There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015 under review and hence the said provision is not applicable. RELATED PARTY TRANSACTIONS All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions made by the Company with the related parties at large during the financial year which were in conflict with the interest of the Company and approval of the Board of Directors & shareholders was obtained wherever required. Hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements. PARTICULARS OF EMPLOYEES During the year under review, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee was in receipt of remuneration of its specified limits. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: TECHNOLOGY ABSORPTION, ADOPTION AND INNVOATION: The company is continuously upgrading its manufacturing technology based on its in house research. The benefits of research and development will soon start accruing. Due to technology upgradation: Improvements In Production Capacity& Quality. CONSERVATION OF ENERGY: The company is taking necessary steps to save the fuel and air pollution problem and also become a member of TIMA CETP CO-OP SOCIETY LTD., for-the Effluent Water Treatment Plant. FOREIGN EXCHANGE EARNING AND OUTGO : Earnings of Foreign Exchange Rs. 64,04,98,864/- Outgo of Foreign Exchange Rs, 62,90,17,256/- DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE There were no instances of sexual harassment of women at workplace during the year in consideration. DETAILS ABOUT CSR COMMITTEE, POLICIES, IMPLEMENTATION AND INITIATIVES 0 The Company does not fall under the provisions of Section 135 of Companies Act, 2013. Hence it does not have to comply with the CSR Rules. RISK MANAGEMENT Considering the nature of business, no formal risk management policy is being placed. However, Directors access the normal business risks associated with the company. DEPOSITS The company has not accepted any deposits during the year. SHARES The Company has neitherissued any Sweat Equity Shares or Bonus shares nor have bought back any of its securities nor have provided any stock option scheme to the employees during the year under review. ORDER OF COURT The details of significant and material orders passed by the regulators or courts or Tribunals impacting die going concern status and company's operation in future, if any need to be mentioned. INTERNAL FINANCIAL CONTROLS The company has adopted adequate policies and procedures for ensuring the orderly and efficient conduct of its business, including policies for Safeguarding of Assets, Prevention & Detection of Errors & Frauds, for accurate and complete presentation of accounting records and the timely preparation of reliable financial information. ACKNOWLEDGEMENT Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company. For & on behalf of the Board of Directors For Bajaj Healthcare Ltd SA JANKUMAR BAJAJ DIN: 00225950 (Chairman& Managing Director) Place: Mumbai Date: 5th Sept,2015 |