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Directors Report of Advik Laboratories Ltd.

Mar 31, 2015

Dear Members,

The Directors are delighted to present the 21st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015.

1. Financial Results

The Financial Performance of your Company for the year ended March 31, 2015 is summarized below

(Amount in Lacs)

Particulars For the year ended

31.03.2015 31.03.2014

Profit before Depreciation & Income Tax (26.53) 164.64

Less: Depreciation 64.90 68.45

Profit after depreciation (91.43) 96.19

Less: Provision for Income Tax: - 18.32

Less/ Add: Deferred tax Saving/Liability (23.92) 31.50

Profit After Taxation (67.51) 46.37

Add: Profit brought Forward 234.86 188.49

Less: Adjustment on account of Depreciation 61.20 --

Balance Carried over to Balance Sheet 106.15 234.86

2. Dividend

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.

4. Year under Review & Future Outlook

During the year under review, the export order could not be obtained by the Company in view of no demand from existing foreign buyer. The Company expects to get overseas order soon.

5. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if any, 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 the report

During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which affect the financial position of the company.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future:

During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company.

11. Deposits:

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

(a) accepted during the year Rs Nil

(b) remained unpaid or unclaimed as at the end of the year Rs Nil

(c) whether there has been any default in repayment of No deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year Rs Nil

(ii) maximum during the year Rs Nil

(iii) at the end of the year Rs Nil

12. Auditors:

In accordance with the provisions of Section 139(1) of the Companies Act, 2013, the members had at the last Annual General Meeting held on 30th September, 2014 appointed M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Registration No. 000978N), for four consecutive financial years, i.e. from the conclusion of the 20th AGM till the conclusion of the 24th AGM of the shareholders of the Company. Section 139(1) further provides that the appointment of statutory auditors shall be placed before the members at every AGM for ratification.

They have confirmed that their appointment, if ratified, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have furnished a certificate of their eligibility and consent under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed there under. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement.

Accordingly, a resolution seeking members' ratification for the continued appointment of M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company is included at Item No. 3 of the Notice convening the AGM.

The Board recommends the aforesaid resolution for approval of members

COST AUDIT

Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor. But due to turnover based criteria as prescribed by Central Government, cost audit is not required on our company for the year 2015-2016 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.

13. Auditors' Report:

The company always strives to present an unqualified Financial Statement. However there are some observations on Auditors' in Auditors' Report at point no. 7(a) & 9 for non-payment of undisputed statutory dues & bank dues. In this regard, board would like to clarify that this is a temporary phenomenon as due to some financial constraints company could not make the payment & the same will be repaid very soon.

14. Share Capital :

A Issue of equity shares with During the year, company has not differential rights: issued any equity shares with differential rights.

B Issue of sweat equity shares During the year, company has not issue any Sweat equity shares.

C Issue of employee stock options During the year, company has not issued employee stock options.

D Provision of money by company Rs Nil for purchase of its own shares by employees or by trustees for the benefit of employees

E Bonus Shares No bonus shares were issued during the year under review.

F Conversion of Warrants During the year under review, there was no increase in the paid up share capital of the Company. However, on 15/05/2015, the Board of Directors of your Company has converted 40,82,650 share warrants into equitable number of equity shares issued earlier to promoters and non-promoters on 21/11/2013. Hence, the paid up capital of the Company stands increased from Rs. 15,02,87,500/-, i.e, 1,50,28,750 equity shares of Rs. 10/- each to Rs. 19,11,14,000/- ,

i.e,1,91,11,400 equity shares of Rs. 10/- each.

15. Extract of the annual return (MGT-9):

The extract of the annual return in Form No. MGT-9 is annexed herewith at Annexure A.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvement. In terms of requirements of Section 134 (3) (a) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-B

17. Corporate Social Responsibility (CSR) :

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel Appointment and Cessation

During the year under review, Ms. Madhu Sharma was appointed as a Director in the category of Non-Executive, Woman Director of the Company with effect from 30th September, 2014 in terms of relevant provisions of the Companies Act, 2013 at the Annual General Meeting held on 30th September, 2014.

Further, during the year under review, Mr. Sachin Garg was duly appointed as the Managing Director of the Company w.e.f. 30/09/2014 in the annual general meeting held on 30/09/2014 for a period of five years.

Further, in the Board Meeting held on 02/09/2014 Mr. Manoj Kumar Bhatia was appointed as the Chief Financial Officer of the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Sachin Garg, Managing Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Mr. Sachin Garg, aged 35 years, is a fellow Member of the Institute of Chartered Accountants of India. He has rich experience of more than 7 years. He has significant expertise in Corporate Laws, Audit, Finance & Taxation, Capital Markets, Project Management etc. He has always demonstrated a certain dynamism and foresight seen in the most pragmatic of professional.

Mr. Sachin Garg does not hold any shares in the Company. Detail of his Directorship in other companies is as follows:-

Sl. Directorships in other Public Companies No.

1 M/s B.P.Capital Limited

2. M/s Onus Plantations & Agro Limited

3. M/s Onshore Shipping Limited

Cessation

Ms. Anjali Kalra, Company Secretary of the Company has tendered her resignation w.e.f. 08th December, 2014. The Board puts its sincere appreciation towards the valuable contribution shown by her in meeting out the Statutory Compliances of the Company.

Further, during the year under review Ms. Vaishali Anand was appointed as the Company Secretary of the Company, w.e.f. 08th December, 2014. However, due to some personal reasons she also resigned from the Company w.e.f. 10th April, 2015.

A. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Clause 49(M)(B) of Listing Agreement confirming that they met with the criteria of independence as prescribed under the aforesaid Section and Clause.

B Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors:

Seven meetings of the Board of Directors were held during the year

20. Committees of the Board:

During the year under, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

22. Policy on Directors' Appointment And Remuneration:

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consisted of 6 members and only 1 (One) is an Executive Director, 3 are Independent Directors and 2 are non-Independent Directors including 1 woman Non-Executive Director and 1 Non Executive Promoter Director.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure - C to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.advikindia.com/investor.html

23. Particulars of loans, guarantees or investments under Section 186:

Particulars and details of loan given, investments made or guarantees given and securities provided, if any, are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties:

During the year under review, no contracts/arrangements/transactions, has been entered by the company with related parties.

However, as a matter of Company's policy, all contracts/arrangements/transactions, if any, which will be entered by the company with related parties would be in the ordinary course of business and on an arm's length basis and details and prescribed particulars of all such transactions (if any), will be contained in the Notes to the Financial Statements

26. Secretarial Audit Report:

In terms of Section 204(1) of the Companies Act, 2013 and the rules made thereunder, M/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Audit in Form No. MR -3 is annexed to & forms part of this Report as Annexure -D.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

27. Corporate Governance:

Your Company comply with the Securities and Exchange Board of India's guidelines on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance alongwith Auditors' Certificate on the compliance is attached with the Report.

28. Directors' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and no material departures have been made from the same;

(b) the directors have 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 or 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 the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. Particulars of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - E.

30. Internal Auditors & Their Report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2014-15.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder:

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. Human Resources:

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

33. Segment-wise performance

The Company is into single reportable segment only.

34. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.

For and on behalf of Board

Sd/-

(Peeyush Kumar Aggarwal) Date: 03rd September, 2015 Chairman Place: New Delhi DIN : 00090423


Mar 31, 2014

The Members of Advik Laboratories Limited,

The Directors have great pleasure in presenting the 20th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2014, and Auditors Report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2013-14 2012-13

Gross Sales 2966.30 3385.76

Other Income 61.42 27.02

Gross profit/ (Loss) before interest & dep 280.61 288.71

Interest 115.97 129.31

Depreciation 68.45 57.67

Net Profit/(Loss) for the year 96.19 101.73



YEAR UNDER REVIEW

During the year, although our turnover has been less than the previous year, but we have doubled our export order as compared to last year with the help of our quality & timely supply to the foreign buyers. However due to tough competition and low margins, we could not enhance our domestic turnover. Hence for achieving the higher profitability, company is focusing on overseas, mainly African countries markets, where our credibility & reliability has already been established.

Also the company is making endeavor to establish products in the European and North American markets. Further, the company had planned earlier to enter the domestic market. However tight control by regulatory authorities over price of very large number of formulations, deferred its plans. As such the company is trying to expand in export mainly

2. MATERIAL CHANGES

There is no material Changes in the company during the last financial year 2013-2014 affecting the financial position of the company between and end of the Financial Year 2013- 14.

3. SHARE CAPITAL OF THE COMPANY

Pursuant to the provisions of Section 81 (1A) and all other applicable provisions of the Companies Act, 1956, and the as per the provisions of Chapter VII of the Securities Exchange Board of India( Issue of Capital and Disclosure Requirements) Regulations, 2009, [SEBI (ICDR) Regulations, 2009] the preferential Issue was passed by the Shareholders of the Company through Special Resolution in the last Annual General Meeting held on 27th September, 2013 to the following Promoter and Non-Promoter Group:

Promoters/Non- No. of Equity Shares No. of Promoters Group Warrants

Promoters Group 22,57,650 22,42,350

Non-Promoters Group 34,17,700 18,40,300

The Preferential issue has been successfully done and the shares have also been listed on the Bombay Stock Exchange. However, trading approval of the above mentioned equity shares are still pending from Bombay Stock Exchange.

Further, in accordance with the above said Preferential Issue, the Company has increased its Authorized Share Capital from Rs. 12,00,00,000/- (Rupees Twelve Crores Only ) to Rs. 20,00,00,000/- (Rupees Twenty Crores Only). Accordingly the Company has altered its Memorandum of Association of the Company to take effect of the aforesaid increase in the Authorised Share Capital of the company in the Memorandum of Association of the Company.

Further, in accordance with the above said Preferential Issue, the Company has allotted 56,75,350 equity shares to the Promoters and Non-Promoter Group & accordingly the paid up share capital of the company was increase from Rs. 9,35,34,000/- to 15,0287,500/- to during the year under review.

4. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loan and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

5. DIRECTORS

During the year under review, Mr. Varun Aggarwal and Mr. Atul Aggarwal were appointed on the Board on 18th May, 2013. After that, on 26th June, 2013, Mr. Rakesh Kumar Gupta was appointed and Mr. Kishan Kumar put his resignation before the Board. On 31st July, 2013, 2 Directors were included in the Board, name, Mr. Peeyush Kumar Aggarwal and Mr. Sachin Garg. Mr. Varun Aggarwal, Mr. Atul Aggarwal and Mr. Rakesh Kumar Gupta were resigned on 7th August, 2013 and Mr. Kamal Kishore Sharma was appointed on 12th August, 2013.

Mr. F.M. Banthiya and Mr. A.P. Jain, Independent Directors of the Company had resigned from the Board with effect from 28th November, 2013 and your Board had appointed, Mr. Brahm Dutt Sharma and Mr. Manoj Kumar Jain as Additional Independent Directors of the Company with effect from 26th December, 2013

Mr. V.K. Jain, Managing Director of the company has also resigned from the Post of Managing Director and as well as Director of the Company with effect from 1st February, 2014.

Mr. Brahm Dutt Sharma, was appointed as an Additional Director in the category of Non- Executive, Independent Director of the Company with effect from 26th December, 2013. As per Section 161(1) of the Companies Act, 2013, Mr. Brahm Dutt Sharma will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Brahm Dutt Sharma as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM.

Mr. Manoj Kumar Jain, was appointed as an Additional Director in the category of Non- Executive, Independent Director of the Company with effect from 26th December, 2013. As per Section 161(1) of the Companies Act, 2013, Mr. Manoj Kumar Jain will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Manoj Kumar Jain as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM.

In order to meet the requirements of Section 203 of the Companies Act, 2013, the Board of Directors of the Company has also proposed to appoint Mr. Sachin Garg as a Managing Director of the Company for a period of five years whose term of office is liable to determination by retire of Directors by rotation. Appropriate resolution seeking your approval for the above appointment of Mr. Sachin Garg as a Managing Director of the Company, liable to retire by rotation, forms part of the notice calling the AGM.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from 01st April, 2014 and Rules framed thereunder, every listed public company is required to have atleast one Woman Director. The Board has recommended the appointment of Ms. Madhu Sharma as an Independent Woman Director for a term of five years from the date of her appointment.

Mr. Sachin Garg, Director of the Company, retires by Rotation at the ensuing Annual General Meeting of your Company and being eligible, has offered himself for re- appointment. Your Board has recommended his re-appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made thereunder, which came into effect from April 1, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr. Kamal Kishore Sharma as an Independent Director of the Company whose office shall not be liable to retire by rotation for a consecutive 5 years from the date of this AGM.

Your Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resumes of the Directors who are proposed to be appointed/ re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting forming part of this Annual Report.

6. AUDITORS

M/s RMA & Associates, Chartered Accountants, the existing Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Further, as per the provisions of the Section 139 of Companies Act, 2013, the Statutory Auditor of the Company can be appointed for a term of five consecutive years subject to the ratification of their term at every Annual General Meeting. As RMA & Associates has also been appointed as the Statutory Auditors in the 19th Annual General Meeting, so now they will be appointed for a term of next four years. A certificate as per the provisions of Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re- appointment.

Cost Audit

Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.

M/s H A M & Associates, Cost Accountant has been appointed as the Cost Auditor of the company to conduct cost audit of the cost accounts maintained by the company for the financial year 2014-15.

The remuneration of the cost auditor for the financial year 2014-15 is subject to ratification by the shareholders. Accordingly a relevant Resolution in item no. 9 to the notice has been included in the notice of the ensuing Annual General Meeting.

7. AUDIT COMMITTEE

As on 31st March, 2014, the Audit Committee of the company was comprised of three Non Executive Directors namely, Mr. Kamal Kishore Sharma, Mr. Brahm Dutt Sharma and Mr. Sachin Garg. Mr. Kamal Kishore Sharma, a Non Executive Independent Director, is the Chairman of the Audit Committee. The Committee works as per the requirement of Section 177 of the Companies Act, 2013 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit Committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 177 of the Companies Act, 2013 and the Clause-49 of the Listing Agreement on Corporate Governance.

8. BOARD''S COMMENT ON AUDITOR''S REPORT

The company always strives to present an unqualified Financial Statement. There is no Audit qualification by Auditors in the Auditor''s Report as to financial statements of the company for the financial year 2013-14.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- I. In the preparation of the annual accounts for financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation

relating to material departures. .

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 as at 31st March, 2014 and of the profit of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors had prepared the annual accounts for financial year ended 31st March, 2014 on a ''going concern basis''.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company continued to maintain a good safety record. The manufacturing facility of the company is environment friendly & the company maintains all safety majors.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with Auditor''s Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements. In terms of requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed on the Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited. Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid annual Listing fee for the Financial Year 2014-15 to the Bombay Stock Exchange Limited.

16. INDUSTRIAL RELATIONS

During the period under review the industrial relations in the company were peaceful, harmonies & cordial.

17. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

By order of the Board of Directors For Advik Laboratories Limited

Sd/- Place: New Delhi (Peeyush Kumar Aggarwal) Dated: 02.09.2014 Chairman DIN-00090423


Mar 31, 2013

To The Members of Advik Laboratories Limited,

The Directors have great pleasure in presenting the 19th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2013, and Auditors Report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2012-13 2011-12

Gross Sales 3385.76 1986.41

Other Income 27.02 18.13

Gross profit/ (Loss) before interest & dep. 288.71 145.73

Interest 129.31 91.08

Depreciation 57.67 53.42

Net profit/ (Loss) for the year 101.73 1.23

2. YEAR UNDER REVIEW

During the year, turnover of the company has increased more than 64% as compared to previous year. We have achieved a record turnover Rs 32.03 Crores which includes export turnover of around 5.00 Crores to African & Russian countries & with this step ahead company has successfully entered in both the valuable markets in terms of Pharmaceutical products. Due to high praise received from our foreign clients for the quality of our products, the company has received the export orders of around 10.00 Crores in the month of Sept. 2013 from our overseas buyers & we expect to get 20-25 Crores orders from these countries in the financial year 2013-14.

Beside this company is making endeavor to establish their products in the European and North American markets also. Further, company was planning to enter in the ethical division during the year 2013-14, but due to Govt. of India policy of fixing the prices of around more than 268 formulations & turning the same from Branded to Generic names, company is now diversifying towards exports more instead of domestic market.

3. MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

4. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loan and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

5. DIRECTORS

There is no change in Board of Director of the Company during the year under review.

After the year under review, your Board had appointed Mr. Varun Aggarwal, Mr. Atul Aggarwal, Mr. Rakesh Kumar Gupta, Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as Additional Directors of the Company with effect from May 18, 2013, June 26, 2013, July 31, 2013 and August 12, 2013 respectively.

Mr. Varun Aggarwal and Mr. Atul Aggarwal promoter directors & Mr. Rakesh Kumar Gupta, Independent Director of the Company has resigned from the Board with effect from August 07, 2013.

Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma vacate their office at the ensuing Annual General Meeting and all of the abovementioned Directors have filed their requisite consent to act as a Director of the Company. Notice has been received from a Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as Directors of the Company.

Appropriate resolution seeking your approval to the appointment of Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as Director of the Company is appearing in the Notice convening the Annual General Meeting of the Company.

Mr. A. P. Jain, Director, retires by rotation at the ensuing Annual General Meeting of your Company and being eligible, has offered himself for re-appointment. Your Board has recommended his re-appointment.

6. AUDITORS

M/s VBR & Associates, New Delhi, Chartered Accountants, the existing Auditors of the Company have expressed their inability to continue as the statutory auditors of the Company due to some unavoidable reasons. Hence, the Board of Directors has proposed to appoint M/s. RMA & Associates, Chartered Accountants, as the Statutory Auditors of the company for the financial year 2013-14 to fill the vacancy that has arised due to the resignation of the erstwhile Statutory Auditors of the company to hold the office till the conclusion of the next AGM.

The Board has obtained the certificate from M/s RMA & Associates, Chartered Accountants, that their appointment, if made, will be within the limits specified under Section 224(1B) of the Companies Act, 1956 & they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Cost Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the Company''s Pharmaceuticals products. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors has appointed M/s Harendra Singh & Company as Cost Auditors of the Company for the financial year 2013-14.

6. AUDIT COMMITTEE

During the year under review the Audit Committee of the company was comprised of three Non Executive Directors namely Mr. F. M. Banthiya, Mr. Kishan Kumar & Mr. A. P. Jain. Mr. F. M. Banthiya, a Non Executive Independent Director, is the Chairman of the Audit Committee. The Committee works as per the requirement of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit Committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance.

8. BOARD''S COMMENT ON AUDITOR''S REPORT

The company always strives to present an unqualified Financial Statement. There is no Audit qualification by Auditors in the Auditor''s Report as to financial statements of the company for the financial year 2012-13.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- I. In the preparation of the annual accounts for financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 as at 31st March, 2013 and of the profit of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors had prepared the annual accounts for financial year ended 31st March, 2013 on a ''going concern basis''.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company continued to maintain a good safety record. The manufacturing facility of the company is environment friendly & the company maintains all safety majors.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with Auditor''s Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements. In terms of requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed on the Bombay Stock Exchange Limited and Ahmadabad Stock Exchange Limited. Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid annual Listing fee for the Financial Year 2013-14 to the Bombay Stock exchange Limited. Further Annual custodial fee has also been paid to CDSL.

16. INDUSTRIAL RELATIONS

During the period under review the industrial relations in the company were peaceful, harmonies & cordial.

17. DIVESTING OF THE SHAREHOLDING BY EXISTING PROMOTERS

On June 20, 2012, the promoters of the Company namely Mr. Varinder Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud Jain and M/s Advik Finance & Properties Pvt. Ltd. ("Sellers") have entered into a Share Purchase Agreement ("SPA") with M/s Omkam Pharmaceuticals Private Limited ("Acquirer"), a company incorporated under the Companies Act, 1956 and having its registered office at 702, Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi- 110001 for the sale of their entire shareholding constituting 24,84,837 (Twenty Four lacs Eighty Four Thousand Eight Hundred Thirty Seven Only) fully paid-up Equity Shares ("Sale Shares") of face value of Rs.10 (Rupees Ten) each representing 26.57% of the paid up equity share capital of the Company at a price of Rs. 5/- (Rupees Five Only) per fully paid-up equity shares along with complete change in control to M/s Omkam Pharmaceuticals Private Limited.

Pursuant to the above SPA, the Acquirer has made an Open Offer to the shareholders of the Company. The aforesaid Open Offer process has now been completed and the shares owned by the erstwhile promoters of the Company namely Mr. Varinder Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud Jain and M/s Advik Finance & Properties Pvt. Ltd. have been transferred to M/s Omkam Pharmaceuticals Private Limited along with the complete control pursuant to the aforesaid Share Purchase Agreement. Hence, at present M/s Omkam Pharmaceuticals Private Limited is the sole promoter of the Company.18.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

On behalf of the Board of Directors

For ADVIK LABORATORIES LTD.

Sd/-

Place: New Delhi (V.K.Jain)

Date: 19th August, 2013 Managing Director


Mar 31, 2012

To The Members of Advik Laboratories Limited,

The Directors have great pleasure in presenting the 18th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2012, and Auditors report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2011-12 2010-11

Gross Sales 1950.89 2210.15

Other Income 53.66 62.97

Gross profit/ (Loss) before interest & dep. 145.73 66.56

Interest 91.08 75.63

Depreciation 53.42 51.54

Net profit/ (Loss) for the year 1.23 (60.61)

2. YEAR UNDER REVIEW

During the year, although the turnover of the company is lesser as compared to previous year, but due to control on various overheads & company's cost efficient programme & inspite of higher rate of interest on term loan & cash credit limit, your company has earned cash profit of Rs. 54.65 lacs. Due to our ultra modern infrastructure & WHO-GMP certification, we have made certain head ways in the field of export to Russian & African Countries, the result of which are expected to come in the following years. Your company is now focusing only on Export markets, as the margin in export is substantially higher as compared to domestic market & less competition, being a WHO-GMP Certified Company.

3. MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

4. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loan and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

5. DIRECTORS

Mr. F.M.Banthiya is the Director Liable to retire by rotation and being eligible offers himself for re-appointment.

6. AUDIT COMMITTEE

During the year under review the Audit Committee of the company comprised three Non Executive Directors namely Mr. F. M. Banthiya, Kishan Kumar & A.P.Jain. Mr. F.M.Banthiya, Non Executive Independent Director is the Chairman of the Audit Committee. The Committee works as per the requirement of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 292 A of the Companies Act, 1956 and the clause-49 of the Listing Agreement on Corporate Governance.

7. AUDITORS

M/s VBR & Associates New Delhi Chartered Accountants are the Auditors of the Company and they retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limit as specified in Section 224(1B) of the Companies Act, 1956 & that he is not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Cost Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the Company's Pharmaceuticals products. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors has appointed M/s Harendra Singh & Company as Cost Auditors of the Company for the financial year 2011-12 & 2012-13.

The due date of filing & Actual date of filing of Cost Audit Report are as under:- Due Date of Filing Cost Audit Report in XBRL Mode: 31st December, 2012 Actual Date of Filling Cost Audit Report in XBRL Mode: Final notification of MCA awaited.

8. BOARD'S COMMENT ON AUDITOR'S REPORT

The company always strives to present an unqualified Financial Statement. There is no Audit qualification by Auditors in the Auditor's Report as to financial statements of the company for the year 2011-12.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:- I. In the preparation of the annual accounts for financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 as at 31st March, 2012 and of the profit of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors had prepared the annual accounts for financial year ended 31st March, 2012 on a 'going concern basis'.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company continued to maintain a good safety record. The manufacturing facility of the company is environment friendly & the company maintains all safety majors.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the stock Exchanges, a report on Corporate Governance along with Auditor's Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements.

In terms of requirement of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed on the Bombay Stock exchange Limited and Ahmedabad Stock Exchange Limited. Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid annual Listing fee for 2012-13 to the Bombay Stock exchange Limited. Further Annual custodial fee has also been paid to CDSL.

16. INDUSTRIAL RELATIONS

During the period under review the industrial relation in the company was peaceful, harmonies & cordial.

17. DIVESTING OF THE SHAREHOLDING BY EXISTING PROMOTERS

On June 20, 2012, the promoters of the Company namely Mr. Varinder Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud Jain and M/s Advik Finance & Properties Pvt. Ltd. ("Sellers") have entered into a Share Purchase Agreement ("SPA") with Omkam Pharmaceuticals Private Limited ("Acquirer"), a company incorporated under the Companies Act, 1956 and having its registered office at 702, Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi- 110001 for the sale of their entire shareholding constituting 24,84,837 (Twenty Four lacs Eighty Four Thousand Eight Hundred Thirty Seven Only) fully paid-up Equity Shares ("Sale Shares") of face value of Rs.10 (Rupees Ten) each representing 26.57% of the paid up equity share capital of the Company at a price of Rs. 5/- (Rupees Five Only) per fully paid-up equity shares along with complete change in control.

Pursuant to the above SPA, the Acquirer has made an Open Offer to the shareholders of the Company which is in process with SEBI. On the completion of all offer formalities relating to Open Offer, the sale shares will be transferred in the name of the Acquirer along with complete control.

18. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

On behalf of the Board of Directors For ADVIK LABORATORIES LTD.

Sd/- Sd/-

Place: Sohna, Mewat ( V.K.Jain) (A.P.Jain)

Date: 03.09.2012 Managing Director Director

 
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