Home  »  Company  »  Desh Rakshak Aus  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Desh Rakshak Aushdhalaya Ltd.

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the twenty-second annual report and the audited accounts for the year ended 31st March 2014.

1. COMPANY PERFORMANCE

During the year under review, the turnover of the Company is Rs. 400.12 Lacs in comparison with the last year Rs. 384.12. The profit after tax of the company is Rs6.77 Lacs. Despite high inflationary and cost pressures throughout the year, company capitalized on every available opportunity and undertook strategic initiatives coupled with to exploit the full industry potential, besides making efforts towards cost reduction and improved efficiency which enable the company to grow reasonably well.

In continuation of its efforts towards offering innovative, more effective and value added products to the consumers for providing them with value for money. Company continued combining traditional Ayurvedic Science with adoption of the modern manufacturing technology.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year under review.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis and Corporate Governance, which for part of this report.

CORPORATE GOVERNANCE

Company is committed to focus on good Corporate Governance in line with emerging Local and Global Standards. Company understands and respects its fiduciary role in the corporate world and besides adhering to the prescribed corporate practices, it voluntarily governs itself as per the highest national and international standards of corporate governance. Strong governance practices has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

The compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as ''Annexure 1'' and forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the corporate governance Report and forms part of this report.

DIRECTORS

As per Section 152 of the Companies Act, 2013 Mrs. Sudesh Jain Director of the Company will retire by rotation at the Annual General Meeting, and being eligible, offer herself for re-appointment. ''

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Mr. Surendra Kumar, Mr. R.C.Sharma and Mr. Sachin Agarwal.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at theAGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Both the Nomination and Remuneration Committee and the board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as IDs of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013. In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e. , excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting. Mrs Sudesh Jain, director of the Company, is, therefore, liable to retire by rotation, at the ensuing AGM, and being eligible, offers herself for re-appointment.

The board, therefore, recommends their appointment / re-appointment as directors of the Company.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Act, with respect to Directors'' Responsibility Statement, it is hereby stated -

i. that in the preparation of annual accounts for the financial year ended 31 st March 2014, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. that 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; and iv. that the directors had prepared the accounts for the financial year ended 31st March 2014 on a "going concern basis."

Statutory Auditors

The Company, in terms of Section 139(1) and (2) of the Act 2013, is required to appoint statutory auditors for a term of three consecutive years i.e., till the conclusion of thirty sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution. The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

M/s. Anil Jain & Co., Chartered Accountants, Hridwar, who were earlier appointed as statutory auditors of the Company, at the annual general meeting held on 21st of September 2013, are eligible to be appointed for the remaining period of three years in terms of the Act 2013.

The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment. The audit committee

and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as auditors for the aforesaid period.

Secretarial Auditors

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

CORPORATE GOVERNANCE

Company is committed to focus on good Corporate Governance in line with emerging Local and Global Standards. Company understands and respects its fiduciary role in the corporate world and besides adhering to the prescribed corporate practices, it voluntarily governs itself as per the highest national and international standards of corporate governance. Strong governance practices has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

The compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as ''Annexure 1 '' and forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the corporate governance Report and forms part of this report.

COST AUDITORS

The Company has obtained Compliance Report as per the Cost Accounting Records Rules 2011 from M/s Rajesh Kumar Gupta & Co., Cost Accountants in Practice and were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company, for the financial year 2014-15.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s internal control system

comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks.

Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31,2013 the Company had no unclaimed deposits or interest thereon due to any depositor.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year. PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, there is no employee drawing remuneration above the limits set under section 217(2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO

Information regarding Energy Conservation, Technology absorption and Foreign Exchange earnings and outgo as per Section 217(i)(e) of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the report of Board of Direction) Rule 1988, are given under:

(a) Energy Conservation

Energy consumed during the year does not constitute a significant amount which is Rs 8,99,673/- .

(b) Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic pattern subject to time to time modification in accordance with the modern development. So the entire method is indigenous and no foreign technology is involved.

(c) Foreign Exchange Earnings and Out Go Export Sales of Rs. 56,72,920/- OutGo NIL

OPERATIONS REVIEW

For detailed operational review kindly refer to Management Discussion and Analysis and the Report on Corporate Governance, which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition including the result of operations of the Company forthe year under review, as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in Annual Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to maintain efficiency I n the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGMENT

The Directors would like to place on record their gratitude to the Central Government and the State Government of Uttarakhand, the Financial Institutions and Banks for their invaluable support and cooperation. The Directors would like to record their appreciation of the contribution made by the employees of the company at all levels.

PLACE: Haridwar For and on behalf of the Board DATE: 06.11.2014 For Desh RakshakAushdhalaya Limited

S/d- (Tosh Kumar Jain) Chairman & Managing Director


Mar 31, 2012

The Directors feel pleasure in presenting the 31st Annual Report on the business and operations of the Company together with the Audited Statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Highlights of financial Results of your Company for the year ended 31.03.2012 are:

(Rs. in Lakhs)

2012 2011

Sales 382.34 376.42

Other Income 0.01 0.09

Total Receipts 382.35 376.51

Profit/ Loss before Dep. Financial Charges & Tax 36.41 29.79

Interest and Financial Charges 18.08 11.66

Depreciation 14.91 17.13

Profit/ Loss before Tax 3.42 1.00

Provision for Tax 0.00 0.00

Profit/ Loss after Tax 3.42 1.00

REVIEW OF OPERATIONS

During the year under review, the turnover of the Company rise to Rs. 382.34 Lacs in comparison with the last year. The profit after tax of the company also enhanced to Rs. 3.42 Lacs leading to enhancement of RS. 2.42 Lacs over the last year's profit.. Despite high inflationary and cost pressures throughout the year, company capitalized on every available opportunity and undertook strategic initiatives coupled with to exploit the full industry potential, besides making efforts towards cost reduction and improved efficiency which enable the company to grow reasonably well.

In continuation of its efforts towards offering innovative, more effective and value added products to the consumers for providing them with value for money. Company continued combining traditional Ayurvedic Science with adoption of the modern manufacturing technology.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year under review.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis and Corporate Governance, which for part of this report.

CORPORATE GOVERNANCE

Company is committed to focus on good Corporate Governance in line with emerging Local and Global Standards. Company understands and respects its fiduciary role in the corporate world and besides adhering to the prescribed corporate practices, it voluntarily governs itself as per the highest national and international standards of corporate governance. Strong governance practices has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

The compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as 'Annexure 1' and forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the corporate governance Report and forms part.of this report.

DIRECTORS

The Company suffered a great loss due to sudden demise of Shri Paras Kumar Jain, , who was the Chairman and Managing Director of the Company. He was the founder person of the Company. He served the company since incorporation. The Company

shall always be obliged for his great contribution .

As per Section 257 of the Companies Act, 1956 Mr. Sachin Agarwal, Independent Directors of the Company will retire by rotation at the Annual General Meeting, and being eligible, offer themselves for re-appointment.

Dr. Surendra Kumar was appointed as Independent Director of the Company during the year in order to comply with the provisions of Clause 49 of the Listing Agreement.

The brief resumes of the Directors who are to be appointed/ re-appointed, the nature of their expertise in specific functional areas is furnished in the explanatory statement to the notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, based on the representations received from the operational management, confirm in pursuance of section 217(2AA) of the Companies Act, 1956:- 7. To consider and,

(i) That your company has in the preparation of the Annual Accounts; for the year ended 31st March 2012, followed the applicable accounting standards and that there are no material departures there from;

(ii) That 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 of the company for that year

(iii) That the directors have 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

(iv) That the directors have prepared the annual accounts on a going concern basis.

REVOCATION OF SUSPENSION OF TRADING

After complying with all the compliances of the Listing Agreement of Bombay Stock Exchange for revocation of Suspension of Trading, Company finally begged the much awaited permission from BSE. The shares of the Company were started traded on Bombay Stock Exchange terminal w.e.f. 14th day of December 2011 and the promoters shareholding was also opened for trading w.e.f. 31.03.2012

AUDITORS AND THEIR REPORT

M/s Anil Jain & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as statutory auditors for the financial year 2012-

13. The Company has received a letter dated April 11, 2012 from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such re- appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer Review Board of the ICAI.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors' Report, are self-explanatory and do not call for any further explanation from the Directors. ,

COST AUDITORS

The Company has obtained Compliance Report as per the Cost Accounting Records, Rules 2011 from M/s Rajesh Kumar Gupta & Co., Cost Accountants in Practice and were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company, for the financial year 2012-13.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks.

Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31, 2012 the Company had no unclaimed deposits or interest thereon due to any depositor.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company and any of its subsidiary companies during the year.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, there is no employee drawing remuneration above the limits set under section 217(2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information regarding Energy Conservation, Technology absorption and Foreign Exchange earnings and outgo as per Section 217(i)(e) of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the report of Board of Direction) Rule 1988, are given under:

(a) Energy Conservation Energy consumed during the year does not constitute asignificant amount which is Rs 933117

(b) Technology Absorption The techniques of preparation of medicines are based on ancient Ayurvedic pattern subject to time to time modification in accordance with the modern development. So the entire method is indigenous and no foreign technology is involved.

(c) ' Foreign Exchange Earnings and Out Go Export Sales of Rs. 56,22,753/- Out Go NIL

OPERATIONS REVIEW

For detailed operational review kindly refer to Management Discussion and Analysis and the Report on Corporate Governance, which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition including the result of operations of the Company for the year under review, as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in Annual Report. .

D-MATERIALISATION OF SHARES "

The equity shares of the company have been dematerialized during the year under consideration.

ACKNOWLEDGMENT

The Directors would like to place on record their gratitude to the Central Government and the State Government of Uttarakhand, the Financial Institutions and Banks for their invaluable support and cooperation. The Directors would like to record their appreciation of the contribution made by the employees of the company at all levels.



PLACE: Haridwar For and on behalf of the Board

DATE: 22.08.2012 For Desh Rakshak

Aushdhalaya Limited

S/d-

(Tosh Kumar Jain)

Chairman & Managing Director


Mar 31, 2010

The Directors feel pleasure in presenting the 29th Annual Report on the business and operations of the Company together with the Audited Statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Highlights of financial Results of your Company for the year ended 31.03.2010 are:



(Amount in Rs.) 2010 2009

Sales 37,368,854 28,587,553

Other Income 4,004,036 -

Total Receipts 41,372,890 28,587,553

Profit/ Loss before Dep. Financial Charges & Tax 5,013,013 3,351,707

Interest and Financial Charges 1,320,387 870,799

Depreciation 1,705,376 1,708,476

Profit/Loss before Tax 1,987,251 772,432

Provision for Tax 0 0

Profit/Loss after Tax 1,987,251 772,432



REVIEW OF OPERATIONS

During the year under review, the turnover of the Company grew to Rs. 12,785,337 representing an overall increase of 30.90% in comparison with the last year and the profit after tax of the company increased to Rs. 1,214,819constituting 157.27% over the last years profit due to other factors. Despite high inflationary and cost pressures throughout the year, company capitalized on every available opportunity and undertook strategic initiatives to exploit the full industry potential. The company made all possible efforts towards cost reduction and improve the efficiency which enable the company to grow at satisfactory level. The company with the combination of traditional Ayurvedic Science and adoption of modern manufacturing technology, achieving growth of 30.90% in terms of turnover.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition including the result of operations of the Company for the year under review, as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in Annual Report."

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year

DIRECTORS

Smt. Sudesh Jain, Director of the Company, retire by rotation and being eligible, offer herself for reappointment.

Mr. C B Gupta and Mr. Amit Singh were appointed as independent director of the company during the year and resigned on 18.08.2010.

Further Board places on record its great appreciation of contribution made by Mr. C B Gupta and Mr. Amit Singh in the progress of the Company during their tenure as Independent Direof ctor of the Company.

Pursuant to the provisions of Clause 49 of the Listing Agreement and to fill casual vacancy caused due to resignation of Mr. C B Gupta and Mr. Amit Singh, the Board appointed Mr. R C Sharma, Ms Ruchi dawar and Mr. Sachin Agarwal as independent directors.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, based on the representations received from the operational management, confirm in pursuance of section 217(2AA) of the Companies Act, 1956:-

(i) That your company has in the preparation of the Annual Accounts, for the year ended 31st March 2010, followed the applicable accounting standards and that there are no material departures there from;

(ii) That 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 of the company for that year;

(iii) That the directors have taken proper and sufficient measurement 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

(iv) That the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/sAnil Jain & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have submitted a certificate as required under section 224of the Companies Act, 1956 to the effect that their re-appointment, if considered would be in conformity with the limits specified in the said section. The Audit Committee has recommended their re-appointment as Auditors of the company.

PERSONNEL

There is no employee drawing remuneration above the limits set U/s 217(2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO

Information regarding Energy Conservation, Technology absorption and Foreign Exchange earnings and outgo as per Section 217(i)(e) of the Companies Act, 1956 read with the companies ( Disclosure of Particulars in the report of Board of Direction ) Rule 1988, are given under:

(a) Energy Conservation

Energy consumed during the year does not constitute a significant amount which is Rs 1,403,910

(b) Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic pattern subject to time to time modification in accordance with the modern development. So the entire method is indigenous and no foreign technology is involved.

(c) Foreign Exchange Earnings and Out Go

Export Sales of Rs. 2,852,785

Out Go NIL

REPORT ON CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance, in addition to the basic governance issues, the board lays strong emphasis on transparency, accountability and integrity. The information pursuant to the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement are hereby presented in a separate report and annexed along with this report.

D-MATERIALISATION OF SHARES

The equity shares of the company have been dematerialized during the year under consideration.

ACKNOWLEDGMENT

The Directors would like to place on record their gratitude to the Central Government and the State Government of Uttarakhand, the Financial Institutions and Banks for their invaluable support and cooperation. The Directors would like to record their appreciation of the contribution made by the employees of the company at all levels.

PLACE : Haridwar For And On Behalf of the Board

DATE : 02.09.2010 For Desh Rakshak Aushdhalaya Limited

Sd/- ( Paras Kumar Jain) Chaiman Cum Managing Director





 
Subscribe now to get personal finance updates in your inbox!