Mar 31, 2014
The Directors have pleasure in presenting the 22nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.
(Rs. in Lac)
FINANCIAL HIGHLIGHTS Year Ended Year Ended 31.03.2014 31.03.2013
Sales / Income 32.00 14.49
Profit /(Loss) before Tax 13.77 (15.31)
Less : Provision for Taxation 0.00 0.00
Profit /(Loss) after Tax 13.77 (15.31)
Add: Profit/(Loss) brought forward from Previous Year (334.01) (318.70)
Balance of Losses carried forward (320.24) (334.01)
OVERVIEW OF ECONOMY
A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.
The World Bank has projected an economic growth rate of 5.7 per cent in FY15 for India, due to a more competitive exchange rate and several significant investments going forward.
India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.
The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY14. The estimated value of FII holdings in India stands at US$ 279 billion.
The cumulative amount of FDI equity inflow into India stood at at US$ 212,031million in the period April 2000-February 2014, while FDI equity inflow during April 2013-February 2014 was recorded as US$ 20,766 million, as per data published by Department of Industrial Policy and Promotion (DIPP).
Thus, the emphasis is on a massive road connectivity plan which will tie the region together and subsequently enhance economic objectives. Also, agricultural gross domestic product (GDP) in the country is projected to grow by over five per cent in the current agricultural year (July 2013-May 2014).
OVERALL PERFORMANCE & OUTLOOK
The Business environment continued to be remained challenging and the recessionary economic conditions continuously leading to slowdown in demand and inflation pushed further scale up of input costs, continued to leave its adverse imprint on overall performance for 2013-2014. In spite of such a scenario, the Company could only make meager profit during the year under review.
Gross revenue for the year was of Rs. 32.00 Lac during the year in comparison to last years'' figure of Rs. 14.49 Lac. In term of Net Profit, the same was of Rs. 13.77 Lac in comparison to last years'' Loss of Rs. 15.31 Lac. The Gross Revenue is inclusive of Compensation amount of Rs. 10.83 Lac which was being received from Govt. of Tamil Nadu as against cancellation of Land allotted to Company for the purpose of Factory.
The Company is in the business of trading of tablet, liquid orals, capsules and ointments under the allopathic system and capsules and liquid orals under the ayurvedic/ sidha systems. The Company''s business involves huge investments in marketing for its operations.
The outlook for the current year seems to be challenging due to higher input cost, raise in inflation and tight Government norms for Pharma business etc. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.
Due to carried forward losses, your Directors do not recommend any Dividend for the year under review.
The Company does not have any subsidiary Company.
MANAGEMENT DISCUSSION &ANALYSIS
As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the DirectorsRs. Report.
There is no Change in Management of the Company during the year under review.
There is no change in composition of Board during the year under review.
Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.
As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.
DELISTING OF SHARES FROM COCHIN STOCK EXCHANGE
During the year, the Company has opted to de-list its securities from Cochin Stock Exchange due to lack turnover and volatility on this exchange, absence of liquidity in the scrip as well as almost Nil volume during the year under review. However, Equity Shares of Company will continue to list on remaining Exchanges i.e. on BSE Ltd. (BSE) and Madras Stock Exchange (MSE).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 period;
3. 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; and
4. The Annual Accounts have been prepared on the historical cost convention, a going concern basis and on accrual basis.
The Company being basically in the trading of pharma and its allied products, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.
Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.
The Auditors M/s G. Sivaprakash, Chartered Accountants, Chennai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 22nd Annual General Meeting up to the conclusion of the 27th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. G. Sivaprakash, that their appointment, if made, would be in conformity with the limits specified in the said Section.
The shareholders are requested to appoint Auditors and fix their remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Company was in the business of trading of tablet, liquid orals, capsules and ointments under the allopathic system and capsules and liquid orals under the ayurvedic/ sidha systems during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under 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, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the year under review.
During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58Aof the Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing
Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.
Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.
Chennai, May 27, 2014 By order of the Board For MAHAVIR ADVANCED REMEDIES LIMITED
Registered Office : BVS KOTESWARA RAO
No. 91, D-11, Govindappa Naicken Street (DIN : 02589812)
Chennai - 600 079 (Tamil Nadu) Managing Director
Mar 31, 2012
TO THE MEMBER
The Directors have great pleasure in presenting the Twentieth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2012 and the Auditors'' report thereon.
(Amount In Rs.) Particulars 2011-2012 2010-2011
Total Income 20,78,110 24,03,191
Expenditure 52,48,709 24,78,766
Profit /(Loss) before depreciation and taxes (31,70,599) (75,575)
Less: Depreciation Nil 3,96,281
Profit/(Loss) before Tax (31,70,599) (4,71,856)
Less: Provision for
Current Tax Nil Nil
Deferred Tax Nil Nil
Fringe Benefit Tax Nil Nil
Profit/(Loss) after Tax (31,70,599) (4,71,856)
Add: balance brought forward from previous year (2,86,99,633) (2,82,27,777)
Available for appropriation (3,18,70,232) (2,86,99,633)
Balance carried to Balance sheet (3,18,70,232) (2,86,99,633)
Your Company has made a turnover of Rs.20, 78,110/- as compared Rs.24,03,191/- of previous year and has made a Loss after Tax of Rs.1,70,599 /- as compared to Rs. -4,71,856/- in the previous year.
Business Performances and Outlook
The Company is in the business of trading of tablet, liquid orals, capsules and ointments under the allopathic system and capsules and liquid orals under the ayurvedic/ sidha systems. The Company''s business involves significant investments in marketing for its operations. These expose the Company to risks in terms of timely and adequate availability of funds at competitive rates to finance its growth. The Company hopes with better network it can improve the performance in the ensuing year.
Your Company has not accepted any deposits from public or its employee during the year under review.
In view of loss, your directors have not recommended any dividend during the year under report.
Subsidiaries / Joint Ventures
There are no Subsidiaries and Joint Venture Company.
All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.
Conservation of energy:
Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity, including using Generator. It has closely monitored power consumption and running hours on day to day basis thus resulting in optimum utilization of energy
The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as such the Company does not have any significant manufacturing operations.
Research and Development:
Foreign exchange earnings and outgo:
There are no foreign exchange earning and outgo during the year under review.
Particulars of Employees
During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.
The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.
Directors'' Responsibility Statement
Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:
(i) in the preparation of the annual accounts, the applicable Accounting Standards and given proper explanation relating to material departure;
(ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;
(iii) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and
(iv) We have prepared the annual Accounts on a going Concern basis.
Internal Controls and their Adequacy:
The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.
Statement Pursuant to Listing Agreement
The company''s securities are listed with Bombay Stock Exchange, however trading of the securities has been suspended on non compliance of certain clauses of the Listing Agreement. However, the trading of securities has been resumed from May 4, 2012 after compliance with Stock Exchange regulations.
Code of Corporate Governance
A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A'') together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.
The Company is managed by Mr. B.V.S. Koteswara Rao, Managing Director under strict supervision of the Board of Directors.
In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 121(b) of the Company''s Articles of Association, Mr. Anitha Mahesh and Mr. MANI MURUGADOSS RAO, retire at this Annual General Meeting and being eligible, offers themselves for re-appointment.
Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.
Compliance Certificate issued by a Practicing Company Secretary is attached herewith and forming part of this report
Auditors and Auditors Report
The retiring auditors, Mr.G.Sivaprakash, Chartered Accountant, No.5, Fifth Cross Street, West Shenoy Nagar, Chennai 600 030, has expressed willingness to continue in office, if appointed. He has furnished to the Company a certificate of his eligibility for appointment as auditor, pursuant to section 224 (1B) of the Companies Act, 1956.
The Audit committee and the Board of Directors recommend the re-appointment of Mr.G.Sivaprakash, Chartered Accountant, Chennai as Auditor for a further period of one year and to fix his remuneration.
The Auditors Report to the Members does not contain any qualification or adverse remarks.
Disclosures of Particulars of Constituting "GroupÂ pursuant to Regulation 3(1)(e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.
Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 : V. Koteswara Rao, BVS Koteswara Rao, BSS Prasad Rao Kiran Kumar, B.V. Ramalakshmi, V.S ubbamma, B. Vijayalakshmi, V. Subba Rao, V. Murali Krishnan, V. Sathya Lakshmi, V. Swarnalatha, T. Ramadevi and T. Ramakrishnan
Dematerialization of Shares
The Company propose to get its Equity Shares admitted for dematerialization with National Securities Depository Limited (NSDL and Central Depository Services (India) Limited (CDSL) and will intimate the same to all shareholders once International Securities Identification Number (ISIN) got allotted. Considering the advantages of scrip less trading, shareholders are requested to consider dematerialization of their shareholding so as to avoid inconvenience in future.
The Directors place on record their appreciation for the sincere and whole hearted co- operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, company''s bankers, Municipal authorities, Government of Tamilnadu, Central Government, suppliers, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.
For and Behalf of the Board of Directors
For INDO-AMERICAN ADVANCED PHARMACEUTICALS LIMITED
B.V.S. Koteswara Rao Anitha Mahesh Managing Director Director
Chennai, the 27th
day of August, 2012