Mar 31, 2018
DIRECTORS'' REPORT
To,
The members of Parnax Lab Limited.
The Directors have pleasure in presenting the 36th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2018.
1. FINANCIAL RESULTS: (Standalone basis) Amount in ''
Particulars |
For the year ended on 31st March, 2018 |
For the year ended on 31st March, 2017 |
Revenue from Operations |
5,80,30,879 |
5,27,90,328 |
Profit/ (Loss) before Depreciation and Tax |
(2,03,49,679) |
(42,76,161) |
Less: Depreciation |
44,11,273 |
53,27,178 |
Tax Expenses |
(7,63,951) |
(29,32,854) |
Net Profit/ (Loss) for the year |
(2,39,97,001) |
(66,70,485) |
Add. Profit & Loss A/c Bal of Previous year |
(3,93,37,577) |
(3,26,67,091) |
Appropriations: |
||
Proposed Dividend |
NIL |
NIL |
Dividend Distribution Tax - on Proposed Dividend |
N.A. |
N.A. |
Transfer to General Reserve |
NIL |
NIL |
Balance c/fd to Balance Sheet as at 31.03.2018. |
(6,26,79,774) |
(3,93,37,577) |
2. STATEMENT OF COMPANY''S AFFAIRS:
During the year the net income from operations on standalone basis Increased from 527.90 lakh to 580.34 lakh. The Company is hopeful to improve the result in coming years.
3. DIVIDEND:
The Board recommended no dividend shall be declared for the Financial Year ended on 31st March, 2018.
4. TRANSFER TO RESERVES:
The Company has not transferred amount to any reserve.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:
The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure I to this Report.
6. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration), Rules 2014 are as per Annexure II to this Report.
7. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis is presented as a separate section as Annexure III forming part of this Annual Report.
8. SUBSIDIARY COMPANY:
The Company has one Subsidiary Company as on March 31, 2018 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company.
Pursuant to the provision of Section 129(3) of the act, a statement containing silent features of the financial statements of the companyâs subsidiary in Form AOC-1 is attached to the set Report in Annexure IV to this Report.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2017-18 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.
The related party transactions were at arm''s length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure V to this Report. The policy on Related Party Transactions is available on Companyâs website- www.naxparlab.com.
10. PARTICULARS OF REMUNERATION:
In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure VI however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.
11. DEPOSITS:
During the Financial Year 2017-18 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.
12. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
13. DISCLOSURE REQUIREMENTS
Policy on dealing with related party transactions is available on the website of the Company at the link:www.naxparlab.com
The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy on Whistle Blower is available on the website of the Company at the link :www. naxparlab.com
14. BOARD OF DIRECTORS:
During the year 2017-18, there were no changes in the Composition of Board of Directors.
However, Ms. Bhoomi Thakkar has been appointed as Company Secretary and Compliance Officer w.e.f. 15th June, 2018.
At the ensuing 36th (Thirty Sixth) Annual General Meeting of the Company the Director Mr. Baiju Shah (DIN 00440806) is liable to retire by rotation and being eligible offers himself for re-appointment. Board recommends his re-appointment to the members for consideration in the ensuing 36th Annual General Meeting.
15. NUMBER OF MEETINGS OF THE BOARD:
Eight (8) Board Meetings were held during the year 2017-18 pursuant to Section 173 (1) of Companies Act, 2013 on 30th May 2017, 14th August 2017, 14th September, 2017, 29th September, 2017, 14th November 2017, 14th December 2017, 14th February 2018 and 30th March 2018.
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31stMarch, 2018, the applicable accounting standards have been followed and there are not material departures 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 on 31st March, 2018 and the profit and loss of the Company for that period.,
(c) the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,
(d) the Directors have prepared Accounts on ''going concernâ basis., and
(e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively.
(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.
17. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Companyâs website on www.naxparlab.com.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Notes of the Financial Statement.
During the year the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.
21. PERFORMANCE EVALUATION OF BOARD:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance and working of its Committees. The Boardâs functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.
22. STATUTORY AUDITORS:
In the Annual General Meeting held on September 29, 2017, M/s Ladha Singhal & Associates. (Firmâs Registration No. 120241W) were appointed as Statutory Auditors of the Company to hold office till conclusion of 39th Annual General Meeting. In accordance with Companies (Amendment) Act, 2017, the provision with regard to ratification of appointment of Auditors at every Annual General Meeting prescribed under the first proviso to sub-section (1) of section 139 of the Companies Act, 2013 is omitted from the financial year 2018-19 onwards.
23. COMMENTS ON AUDIT REPORTS:
There are no qualifications, reservation or adverse remark or disclaimer made by M/s Ladha Singhal & Associates, Chartered Accountants audit report for the year ended on 31st March, 2018.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
The Secretarial Auditor has mentioned in the Secretarial Audit report that there was no Company Secretary in the Financial Year 2017-18. However, the said Vacancy was filled up by the Board of Directors w.e.f 15th June, 2018.
24. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2018-2019 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companyâs policies and ensure statutory and other compliance through, periodical checks and internal audit.
25. SECRETARIAL AUDITORS REPORT:
The Secretarial Audit Report of M/s HS Associates, Company Secretaries for the year ended on 31st March, 2018 is attached to this report as Annexure VII. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2019.
26. COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:
Sr. No. |
Particulars |
No. of Meetings held |
1. |
Audit Committee |
Five |
2. |
Stakeholderâs Relationship Committee |
Four |
3. |
Nomination & Remuneration Committee |
Four |
27. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:
I. Audit Committee:
1. Mr. Vinayak Desai - Chairman
2. Mr. Manhar Jhavari - Member
3. Mr. Baiju M. Shah - Member
II. Stakeholder''s Relationship Committee
1. Mr. Vinayak Desai - Chairman
2. Mr. Manhar Jhavari - Member
3. Mr. Baiju M. Shah - Member
III. Nomination & Remuneration Committee
1. Mr. Vinayak Desai - Chairman
2. Mr. Manhar Jhavari - Member
3. Mr. Ami M. Shah - Member
28. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violations of Companyâs Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Companyâs Website www.naxparlab.com.
29. CORPORATE GOVERNANCE:
The Company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations,2015 and the Paid-up capital of the Company was below Rs. 10/- Crores and net worth was below Rs. 25/- Crores as on the last day of the previous financial year. Hence, Corporate Governance Report is not applicable to the Company.
30. POLICIES:
The Company seeks to Promote Highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the website of the Company at www.naxparlab.com.
31. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2018 and the Internal Financial Controls are operating effectively.
32. ASSET CLASSIFIED AS HELD FOR SALE:
The company intends to dispose of immovable / movable properties pertaining to the Silvassa Factory, as it no longer intends to be utilized. It was previously utilized in its manufacturing facility. The Company is in search of a buyer for sale of immovable / movable properties. An impairment loss has been recognized on reclassification of the Property, Plant & Equipment as held for sale and the Company expects to realise fair value less cost to sell to be higher than carrying amount.
33. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has been in compliance with the applicable Secretarial Standards during the Financial year 2017-2018.
34. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, Redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.
35. ACKNOWLEDGMENT:
Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.
For and on behalf of the Board of Parnax Lab Limited
Sd/-
Date : 14th August 2018 Prakash M. Shah
Place : Mumbai Chairman & CEO
(DIN 00440980)
Mar 31, 2016
To,
The members of Parnax Lab Limited.
The Directors have pleasure in presenting the 34th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2016.
1. FINANCIAL RESULTS: (Standalone basis)
Rs. In lacs
Particulars |
For the year ended on 31st March, 2016 |
For the year ended on 31st March, 2015 |
Revenue from Operations |
788.99 |
1663.11 |
Profit before Depreciation and Tax |
(83.12) |
(95.56) |
Less: Depreciation |
59.51 |
79.85 |
Tax Expenses |
(41.15) |
(55.62) |
Net Profit for the year |
(101.49) |
(119.79) |
Add. Profit & Loss A/c Bal of Previous year |
(225.15) |
(105.36) |
Appropriations: |
||
Proposed Dividend |
NIL |
NIL |
Dividend Distribution Tax - on Proposed Dividend |
N.A. |
N.A. |
Transfer to General Reserve |
NIL |
NIL |
Balance c/fd to Balance Sheet as at 31.03.2016. |
(326.64) |
(225.15) |
2. STATEMENT OF COMPANY''S AFFAIRS:
During the year the net income from operations on standalone basis declined from 1663.11 lacs to 788.99 lacs. Due to increase in operational cost the profit from operations also got reduced. However, Layoff was declared at the Silvassa Plant due to which the production activities has been suspended in view of the same company has entered into necessary initial negotiations with the workers and directors are also taking optimum efforts to increase the profits through aggressive sales campaign.
3. DIVIDEND:
The Board recommended no dividend shall be declared for the Financial Year ended on 31st March, 2016.
4. VARIATION IN THE OBJECTS OF UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT OF 28,00,000 EQUITY SHARES:
The amount raised in the preferential issue was utilized for business purposes other than the one''s set out in the Offer Document. However, no specific approval from the shareholders to utilize the same as per the new objects of the Company was obtained. Hence, the board of Directors request the shareholders to ratify the utilization of funds raised in the said preferential issue which has benefited the Company in registering phenomenal growth over a period of last six years. The Board has placed the same before the shareholders for their approval in the ensuing Annual General Meeting.
5. TRANSFER TO RESERVES:
The Company has not transferred amount to any reserve.
6. PARTICULARS OF REMUNERATION:
In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure VII however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.
7. SUBSIDIARY COMPANY:
The Company has one SubsidiaryCompany as on March 31st 2016 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company.
Pursuant to the provision of Section 129(3) of the act, a statement containing silent features of the financial statements of the companyâs subsidiary in Form AOC-1 is attached to the set Report in Annexure IV to this Report.
8. DEPOSITS:
During the Financial Year 2015-16 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.
9. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
10. DISCLOSURE REQUIREMENTS
Details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at the link:www.naxparlab.com
Policy on dealing with related party transactions is available on the website of the Company at the link: www.naxparlab.com
The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy on Whistle Blower is available on the website of the Company at the link : www.naxparlab.com
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:
The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure I to this Report.
12. BOARD OF DIRECTORS:
During the year 2015-16 Mr. Prakash M Shah (Holding DIN-00440980) was appointed as a Chairman of the Company and Mr. Baiju M Shah (Holding DIN 00440806) is appointed as a Managing Director of the Company.
At the ensuing 34th (Thirty Fourth) Annual General Meeting of the Company the Director Mrs. Ami Mihir Shah (Having DIN 03101049) is liable to retire by rotation and being eligible offers themselves for re-appointment. Board recommends their re-appointment to the members for consideration in the ensuing 34thAnnual General Meeting.
13. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration), Rules 2014 are as per Annexure II to this Report.
14. NUMBER OF MEETINGS OF THE BOARD:
Five Board Meetings were held during the year 2015-16 pursuant to Section 173 (1) of Companies Act, 2013 on 29th May 2015,14th August 2015,09th November 2015,12th February 2016 and 31st March 2016. The further details regarding Board Meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis is presented as a separate section as Annexure III forming part of this Annual Report.
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31st March, 2016, the applicable accounting standards have been followed and there are not material departures 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 on 31st March, 2016 and the profit and loss of the Company for that period.,
(c) the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,
(d) the Directors have prepared Accounts on ''going concernâ basis., and
(e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively.
(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.
17. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Companyâs website on www.naxparlab.com. The other details with respect to Committee composition and meetings are given in Board of Directors Section of Corporate Governance Report annexed to this Report.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As on 31st March, 2016 there was no outstanding balance or transactions with respect to the Mutual Fund Investments.
The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Notes of the Financial Statement.
During the year the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2015-16 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.
The related party transactions were at armâs length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure V to this Report. The policy on Related Party Transactions is available on Companyâs website- www.naxparlab.com.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. During the year the company has received the summon seeking information from SEBI however the requisite reply was made except this there
22. PERFORMANCE EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) and Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors individually. At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board except the independent director being evaluated.
The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.
23. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
24. CORPORATE GOVERNANCE:
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report as ANNEXURE -VI.
25. STATUTORY AUDITORS:
The Statutory Auditors of the Company M/s Ladha Singhal & Associates. (Membership No: 104151) hold office until the conclusion of forthcoming 34th Annual General Meeting of the Company and are eligible for re-appointment. The Board has received necessary Certificate from Statutory Auditors and the Audit Committee has recommended their re-appointment. Hence the Board hereby recommend to the members the re-appointment of Statutory Auditors till the conclusion of 34th Annual General Meeting of the Company subject to the ratification of appointment by the members at respective Annual General Meetings.
26. COMMENTS ON AUDIT REPORTS:
There are no qualifications, reservation or adverse remark or disclaimer made by M/s Ladha Singhal & Associates, Chartered Accountants audit report for the year ended on 31st March, 2016.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
27. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2016-2017 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companyâs policies and ensure statutory and other compliance through, periodical checks and internal audit.
28. SECRETARIAL AUDITORS& REPORT:
The Secretarial Audit Report of M/s HS Associates, Company Secretaries for the year ended on 31st March, 2016. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2017.
29. COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings and its Compositions are incorporated in the Board of Directors section of Corporate Governance Report annexed to this Report.
30. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy I.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Companyâs Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Companyâs Website www.naxparlab.com.
31. POLICIES:
The Company seeks to Promote Highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the website of the Company at www.naxparlab.com.
32. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2016 and the Internal Financial Controls are operating effectively.
33. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, Redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.
34. ACKNOWLEDGEMENTS:
Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.
For and on behalf of the Board
of Parnax Lab Limited
Date : 12th August 2016 Managing Director Cum CFO Chairman Cum CEO
Baiju Mahasukhlal Shah Prakash Mahasukhlal Shah
(DIN 00440806) (DIN 00440980)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 33rd Annual Report
together with the Audited Financial Statements for the year ended on
31st March, 2015.
1. FINANCIAL RESULTS:
(Standalone basis)
Rs. In lacs
Particulars For the year For the year
ended on ended on
31st March, 31st March,
2015 2014
Revenue from Operations 1663.11 1903.02
Profit before Depreciation and Tax 45.88 96.23
Less : Depreciation 79.85 80.49
Tax Expenses (55.62) (25.24)
Net Profit for the year
Add. Profit & Loss A/c Bal of (121.39) (39.4823)
Previous year
Appropriations:
Proposed Dividend NIL NIL
Dividend Distribution Tax - on
Proposed Dividend N.A. N.A.
Transfer to General Reserve NIL NIL
Balance c/fd to Balance Sheet
as at 31.03.2015. (119.79) (121.39)
2. STATEMENT OF COMPANY'S AFFAIRS:
During the year the net income from operations on standalone basis
declined marginally from 1903.02 lacs to 1663.11 lacs. Due to increase
in operational cost the profit from operations got reduced. Your
Directors are taking optimum efforts to increase the profits through
aggressive sales campaign.
3. DIVIDEND:
The Board recommended no dividend shall be declared for the Financial
Year ended on 31st March, 2015.
4. TRANSFER TO RESERVES:
The Company has not transferred amount to any reserve.
5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The relations between Company and its employees being cordial and no
instance of any Industrial Dispute reported during the year 2014-15.
During the Financial Year the Company does not have any employee who
was drawing remuneration required to be disclosed pursuant to the
Section 197 of Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The required
disclosures with respect to Remuneration and other details of employees
are available at the registered office of the company during working
hours:
Monday to Saturday 10.00 AM to 06.30 PM. (Excluding Public Holidays)
6. SUBSIDIARY COMPANY:
The Company has one Subsidiary Company as on March 31, 2015 namely
Naxpar Pharma Private Limited. There has been no material change in the
nature of business of the subsidiary company.
Pursuant to the provision of Section 129(3) of the act, a statement
containing silent features of the financial statements of the company's
subsidiary in Form AOC-1 is attached to the financial Statements of the
Company.
7. DEPOSITS:
During the Financial Year 2014-15 The Company has not accepted any
public deposit covered under Section 76 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO:
The particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings/outgo are set out in Annexure - I to this
Report
9. BOARD OF DIRECTORS:
During the year 2014-15 Mrs. Ami Mihir Shah (Holding DIN-03101049) is
appointed as an Additional Director/Woman Director of the Company
w.e.f. 31st March 2015 and Mr. T.V. Anantharaman (Holding DIN 07147028)
is appointed as an Additional Independent Director of the Company
w.e.f. 31st March 2015 Subject to approval of Shareholder in 33rd
Annual General Meeting.
At the ensuing 33rdAnnual General Meeting of the Company the Directors
Mr. Baiju Mahasukhlal Shah (Having DIN 00440806) is liable to retire by
rotation and being eligible offers themselves for re-appointment. Board
recommends their re-appointment to the members for consideration in the
ensuing 33rd Annual General Meeting.
10. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3)
of the Companies Act, 2013 and rule 12 (1) of Companies (Management and
Administration) , Rules 2014 are as per Annexure - II to this Report.
11. NUMBER OF MEETINGS OF THE BOARD:
Five Board Meetings were held during the year 2014-15 pursuant to
Section 173 (1) of Companies Act, 2013 on 30th May, 2014, 14th August,
2014, 14th November, 2014 and 14th February, 2015 and 31st March 2015.
The further details regarding Board Meetings are given in the Board of
Directors Section of Corporate Governance Report annexed to this
Report.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your
Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31st
March, 2015, the applicable accounting standards have been followed and
there are not material departures from the same.,
(b) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 on 31st March, 2015 and
the profit and loss of the Company for that period.,
(c) the Directors have taken proper and sufficient care for the
maintenance of the adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.,
(d) the Directors have prepared Accounts on 'going concern' basis., and
(e) The Directors have laid down internal financial controls to be
followed by the Company and that such financial controls are adequate
and are operating effectively.
(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.
13. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
As per the declarations received from Independent Directors their
appointment as an Independent Director of the Company was in compliance
with Section 149 (6) of the Companies Act, 2013, and
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(7)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
14. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee
pursuant to the provisions of subsection (1) of Section 178 of
Companies Act, 2013. Pursuant to subsection (3) of Section 178 of
Companies Act, 2013 the Nomination and Remuneration Committee has
formulated the criteria for determining qualifications, positive
attributes and independence of a Director and recommended to the Board
the policy, relating to the remuneration of directors, key managerial
personnel and other employees. The policy is available at Company's
website on www.naxparlab.com. The other details with respect to
Committee composition and meetings are given in Board of Directors
Section of Corporate Governance Report annexed to this Report.
15. COMMENTS ON AUDIT REPORTS:
There are no qualification, reservation or adverse remark or disclaimer
made by M/s Ladha Singhal & Associates, Chartered Accountants and by
M/s. HS Associates, Company Secretary in Practice in his secretarial
audit report for the year ended on 31st March, 2015.
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company in the year under review
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As on 31st March, 2015 there was no outstanding balance or transactions
with respect to the Mutual Fund Investments.
During the year the Company has not given loans or Guarantees covered
under Section 186 of Companies Act, 2013.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2014-15 the Contract or Arrangements entered in to by
the Company with related parties were approved by the Audit Committee
pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013
and by the Board of Directors pursuant to Section 188 (1) of Companies
Act, 2013.
The related party transactions were at arm's length basis and were in
the ordinary course of business of the Company. The other details with
respect to related party transactions in Form AOC - 2 are set out in
Annexure - III to this Report. The policy on Related Party Transactions
is available on Company's website- www.naxparlab.com.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year of the
Company to which the financial statements relate and the date of the
report.
19. EVALUATION OF BOARD:
The performance of Board, its Committees and Individual Directors were
reviewed during the year pursuant to subsection (p) (3) of Section 134
of Companies Act, 2013.
The separate meeting of an Independent Directors were held during the
year to evaluate the performance of other Non- Independent Directors
and of the Board as a whole, also the performance of Committees of the
Board were reviewed. The performance of Board, Individual Directors and
Committees were found to be satisfactory as during the year 2014-15.
20. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
The Report on Corporate Governance along with necessary certificates
and Statement of Management Discussion and Analysis are annexed to this
report as Annexure - IV.
21. STATUTORY AUDITORS:
The Statutory Auditors of the Company M/s Ladha Singhal & Associates.
(Membership No: 104151) hold office until the conclusion of forthcoming
33rd Annual General Meeting of the Company and are eligible for
re-appointment. The Board has received necessary Certificate from
Statutory Auditors and the Audit Committee has recommended their
re-appointment. Hence the Board hereby recommend to the members the
re-appointment of Statutory Auditors till the conclusion of 34rd Annual
General Meeting of the Company subject to the ratification of
appointment by the members at respective Annual General Meetings.
22. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013. The Company has
appointed M/s P S D & Associates, Chartered Accountants, as the
internal auditors for the financial year to 2015-2016 to conduct the
internal audit and to ensure adequacy of the Internal controls,
adherence to Company's policies and ensure statutory and other
compliance through, periodical checks and internal audit.
23. SECRETARIAL AUDITORS & REPORT:
The Secretarial Audit Report as Annexed to this report as Annexure-V by
M/s HS Associates, Company Secretaries for the year ended on 31st
March, 2015 does not contain any adverse or qualifying remarks. The
Board has re-appointed HS Associates, Company Secretaries as the
Secretarial Auditors of the Company for the Secretarial Audit of the
financial year ended on 31st March, 2016.
24. COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the
provisions of Companies Act, 2013, rules framed thereunder and Listing
Agreement with Stock Exchanges. The Committees of the Board are Audit
Committee, Stakeholders' Relationship Committee, Nomination and
Remuneration Committee. The details about Committee Meetings and its
Compositions are incorporated in the Board of Directors section of
Corporate Governance Report annexed to this Report.
25. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil
Mechanism for Directors and Employees of the Company to report concerns
about unethical behaviour, actual or suspected fraud, or violations of
Company's Code of Conduct or Ethics Policy. The detailed Vigil
Mechanism Policy is available at Company's Website www.naxparlab.com.
26. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were
reviewed by the Audit Committee and there were adequate Internal
Financial Controls existed in the Company with respect to the Financial
Statements for year ended on 31st March, 2015 and the Internal
Financial Controls are operating effectively.
27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual harassment at workplace
with a mechanism of lodging complaints, redressal for the benefits of
its employees. There were no complaints filed against any of the
employees of the Company under this Act.
28. ACKNOWLEDGMENTS:
The Board of Directors hereby express thanks to all the Shareholders,
Customers, Suppliers, Associates, Employees and various Authorities for
extending their valued support and patronage to the Company.
For and on behalf of the Board
Prakash Mahasukhlal Shah
Date: 14 August 2015 (DIN 00440980)
Mumbal Chairman
Mar 31, 2014
Dear Members,
The Directors have great pleasure in presenting 32nd Annual Report
along with the Audited Balance Sheet and Profit and Loss Account for
the year ended March 31, 2014.
1. Financial results
The financial results are briefly indicated below:
Particulars Year ended on Year ended on
31-03-2014 31-03-2013
Amount in Rs. Amount in Rs.
Total Income 179,415,422.94 259,051,392.46
Other Income 10,887,225.68 9,428,331
Depreciation 8,048,853.00 7,473,943.44
Net Profit/(Loss) before Tax (14,662,924.31) (4,740,420.53)
Less: Provision for Taxation (2,523,540) (792,190)
Net Profit/(Loss) after Tax (12,139,384.31) (3,948,230.53)
2. Business operations:
In the current financial year, your Company reported Turnover of Rs.
194,437,087/- (Rupees Nineteen crore forty four lakh thirty seven
thousand and eighty seven only) as against Rs. 277,263,766 /- (Rupees
twenty seven crore seventy two lacs sixty three thousand seven hundred
and sixty six only) in the financial year 2012-13. There was
substantial decrease in the net revenue operations and other income,
and total expenditure accounted more than revenue resulting in loss
after tax of Rs. 12,139,385/- (Rupees one crore twenty one lakh thirty
nine thousand three hundred and eighty five only) as against Rs.
3,948,231/- (Rupees thirty nine lacs forty eight thousand two hundred
and thirty one only) in the financial year 2012-13.
3. Dividend:
Considering loss in the current year, your directors do not recommend
any dividend.
4. Fixed deposits:
The Company has not accepted public deposits within the meaning of
section 58A of the Companies Act, 1956 and rules framed there under.
5. Subsidiary:
The financial performance of the subsidiary company ''Naxpar Pharma
Private Limited'' is highlighted below:
Naxpar Pharma Pvt Ltd is engaged in the business of formulations of
Liquid Orals, Ointments & External Powders. During the year 2012-2013,
company reported revenue from operations amounting to Rs.
50,68,04,290.98/- as against Rs. 30,02,09,327.48/- in the previous year
and recorded profit of Rs.370,76,313.44/- as against previous year
profit of Rs.210,44,952.82
The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011
dated February 8, 2011, has granted general exemption under Section
212(8) of the Companies Act, 1956, subject to certain conditions being
fulfilled by the Company. Thereby company has not attached the Balance
Sheet of the Subsidiary Company.
Shareholders who wish to have a copy of the annual accounts and other
related information of the Subsidiary Company will be provided the same
on receipt of a written request from them. The annual accounts of the
Subsidiary Company will also be available for inspection by any
shareholder at the Registered Office of the Company, on any working day
during business hours.
6. Consolidated accounts:
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to clause 32 of the Listing Agreement entered into
with the Bombay Stock Exchange and prepared in accordance with the
Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard.
7. Composition of board of directors:
Mr Prakash Shah, Director of the Company, retires by rotation and being
eligible has offered himself for re-appointment. The Members are
requested to re-appoint him in the ensuing Annual General Meeting.
Further, there has been appointment of Mr Manharbhai Jhavari and Mr
Vindyak Desai as the Independent directors for the period of five years
i.e. up to March 31, 2019.
8. Director''s responsibility statement:
As required under section 217 (2AA) of the Companies Act, 1956 the
Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
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 period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this 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.
9. Stock exchange requirements:
Being listed at The Bombay Stock Exchange Limited, Mumbai your company
has paid listing fees till March, 2015.
10. Conservation of energy, technological absorption & foreign
exchange:
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is
provided in Annexure I forming part of this Report.
11. Foreign exchange earnings and outgoings:
The details of the foreign exchange transactions are given below:
(In Rupees)
Particulars 2013-2014 2012-2013
Total Foreign Exchange Earned 9,48,68,191 13,51,27,490
Total Foreign Exchange Used 6,26,103 5,51,450
12. Particulars of employees:
There were no employees during the whole or part of the year receiving
remuneration in excess of limits prescribed under section 217(2A) of
the Companies Act, 1956 and rules made thereunder.
13. Corporate governance code:
The Report on Corporate Governance and Management Discussion and
Analysis are annexed to this report as Annexure - II
14. Committees of board:
Board has constituted Committees pursuant to Clause 49 of Listing
Agreement with Stock Exchange. The Audit Committee and the Shareholders
Committee are constituted by the Board comprising of 3 members as per
Clause 49 of Listing Agreement with Stock Exchange.
15. Appointment of Cost Auditor and Secretarial Auditor
The Board has appointed Mr Ankit Chande as the cost auditor and HS
Associates as the Secretarial auditor of the company for theyear
2014-15.
16. Re-appointment of statutory auditors:
The Auditors, M/s. Ladha Singhal & Associates, hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment. Certificate from the Auditors has been received to
the effect that their re-appointment, if made, would be within the
limits prescribed under Section 141 of the Companies Act, 2013.
17. Auditors'' report:
The Auditors'' Report to the Shareholders does not contain any
qualification.
18. Acknowledgments:
Your Directors take this opportunity to place on record, gratitude for
corporation and support received from their Banker, various departments
and agencies of Central and State Government and dedication and
commitment of the staff at all levels.
For and on behalf of Board
Sd/-
Prakash Shah
Whole Time Director & CEO
(DIN 00440980)
Place: Mumbai
Date: August 14, 2014
Mar 31, 2013
To The Members of Parnax Lab Limited
The Directors have great pleasure in presenting 31st ANNUAL REPORT
along with the Audited Balance Sheet and Profit and Loss Account for
the year ended March 31, 2013.
1. Financial results:
The financial results are briefly indicated below:
(Rupees)
Year Ended
Particulars March 31, 2013 March 31, 2012
Revenue From Operations 259,051,392 558,787,713
Other Income 9,428,331 5,808,235
Total Expenditure 273,220,144 641,270,503
(Loss) Before Taxes (4,740,421) (76,674,554)
Less: Provision for Income Tax
(net off short/(excess)
provision for earlier years) (792,190) 24,186,268
(Loss) After Taxes (3,948,231) (52,488,286)
2. Business operations:
In the current financial year, your Company reported Turnover of Rs.
277,263,766/- (Rupees twenty seven crore seventy two lacs sixty three
thousand seven hundred and sixty six only) as against Rs. 574,338,781/-
(Rupees fifty seven crore forty three lacs thirty eight thousand seven
hundred and eighty one only) in the financial year 2011-12. There was
substantial decrease in the net revenue operations and other income,
and total expenditure accounted more than revenue resulting in loss
after tax of Rs. 3,948,231/- (Rupees thirty nine lacs forty eight
thousand two hundred and thirty one only) as against Rs. 52,488,286/-
(Rupees five crore twenty four lacs eighty eight thousand two hundred
and eighty six only) in the financial year 2011-12.
3. Dividend:
Considering loss in the current year, your directors do not recommend
any dividend.
4. Fixed deposits:
The Company has not accepted public deposits within the meaning of
section 58A of the Companies Act, 1956 and rules framed there under.
5. Subsidiary:
Pursuant to approval of scheme of amalgamation, Naxpar Pharma Pvt Ltd
became the subsidiary company of the Company; the financial performance
of the subsidiary company is highlighted below:
Naxpar Pharma Pvt Ltd is engaged in the business of formulations of
Liquid Orals, Capsules, Ointments, External Powders and Tablets. During
the year 2012-2013, company reported revenue from operations amounting
to Rs. 300,209,327/- as against Rs. 371,856,358/- in the previous year
and recorded profit of Rs. 21,044,951/- as against previous year profit
of Rs. 24,526,927.
The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011
dated February 8, 2011, has granted general exemption under Section
212(8) of the Companies Act, 1956, subject to certain conditions being
fulfilled by the Company. Thereby company has not attached the Balance
Sheet of the Subsidiary Company.
Shareholders who wish to have a copy of the annual accounts and other
related information of the Subsidiary Company will be provided the same
on receipt of a written request from them. The annual accounts of the
Subsidiary Company will also be available for inspection by any
shareholder at the Registered Office of the Company, on any working day
during business hours.
6. Consolidated accounts:
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to clause 32 of the Listing Agreement entered into
with the Bombay Stock Exchange and prepared in accordance with the
Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard.
7. Composition of board of directors:
In accordance with the articles of association, Mr. Manharbhai Jhavari,
Director of the Company, retires by rotation and being eligible has
offered himself for re-appointment. The Members are requested to
re-appoint him in the ensuing Annual General Meeting.
8. Director''s responsibility statement:
As required under section 217 (2AA) of the Companies Act, 1956 the
Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
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 period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this 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.
9. Stock exchange requirements:
Being listed at The Bombay Stock Exchange Limited, Mumbai your company
has paid listing fees till March, 2014.
10. Conservation of energy, technological absorption & foreign
exchange:
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is
provided in Annexure I forming part of this Report.
11. Particulars of employees:
There were no employees during the whole or part of the year receiving
remuneration in excess of limits prescribed under section 217(2A) of
the Companies Act, 1956 and rules made there under.
12. Corporate governance code:
The Report on Corporate Governance and Management Discussion and
Analysis are annexed to this report as Annexure  II and III
respectively.
13. Committees of board:
Board has constituted Committees pursuant to Clause 49 of Listing
Agreement with Stock Exchange. The Audit Committee and the Shareholders
Committee are constituted by the Board comprising of 3 members as per
Clause 49 of Listing Agreement with Stock Exchange.
14. Re-appointment of statutory auditors:
The Auditors, M/s. Ladha Singhal & Associates, hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment. Certificate from the Auditors has been received to
the effect that their re-appointment, if made, would be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956.
15. Auditors'' report:
The Auditors'' Report to the Shareholders does not contain any
qualification.
16. Acknowledgments:
Your Directors take this opportunity to place on record, gratitude for
corporation and support received from their Banker, various departments
and agencies of Central and State Government and dedication and
commitment of the staff at all levels.
By order of the board
Sd/-
Place: Mumbai Prakash M. Shah
Date: August 14, 2013 Chairman & Whole time Director
Mar 31, 2012
TO, THE MEMBERS PARNAX LAB LIMITED
The Directors have great pleasure in presenting 30th ANNUAL REPORT
along with the Audited Balance Sheet and Profit and Loss Account for
the year ended March 31, 2012.
1. FINANCIAL RESULTS:
The financial results are briefly indicated below:
(Rupees)
PARTICULARS YEAR ENDED
March 31,
2012 March 31,
2011
Revenue From Operations 558,787,713 NIL
Other Income 5,808,235 NIL
Total Expenditure 641,270,503 577,521
(Loss) Before Taxes (76,674,554) (577,521)
Less: Provision for Income Tax (net off 24,186,268 NIL
short/(excess) provision for earlier
years)
(Loss) After Taxes (52,488,286) (577,521)
Previous Year Balance Brought Forward (2,472,637) (1,895,117)
Balance Brought Forward On Merger 60,512,935 NIL
Balance Carried to Balance Sheet 5,552,012 (2,472,637)
2. BUSINESS OPERATIONS:
Pursuant to approval of scheme of amalgamation between Naxpar Lab Pvt
Ltd and Parnax Lab Pvt Ltd with the Company, the Annual Financial
Results of the Company were prepared in accordance with the applicable
Accounting Standards issued by the Institute of Chartered Accountants
of India and accounting treatment specified in the duly approved scheme
of amalgamation. On account of merger, there was substantial increase
in the net revenue operations and other income, however total
expenditure accounted more than revenue resulting in loss after tax of
Rs. 52,488,286. The accumulated profit from the merged entity accounted
at Rs. 60,512,935 which was over and above the earlier retained
earnings of the Company and current year loss, ultimately resulting
into surplus retained earnings of Rs. 5,552,012. The Company as a part
of restructuring exited the current business of Trade and Investment
and ventured into Pharmaceutical Business as it is more conducive
considering the higher opportunity to grow thereby contributing higher
value for shareholder, less prone to risk and more profitable as
compared to Trade and Investment activity. For entering into pharmacy
business shareholders' approval by Postal ballot was accorded in terms
of section 17 and 149 (2A) of the Companies Act, 1956.
3. DIVIDEND:
Considering loss in the current year, your directors do not recommend
any dividend.
4. FIXED DEPOSITS:
The Company has not accepted public deposits within the meaning of
section 58A of the Companies Act, 1956 and rules framed there under.
5. SUBSIDIARY:
Pursuant to approval of scheme of amalgamation between Naxpar Lab Pvt
Ltd and Parnax Lab Pvt Ltd with the Company, Naxpar Pharma Pvt Ltd
became the subsidiary company of the Company; the financial performance
of the subsidiary company is highlighted below:
Naxpar Pharma Pvt Ltd is engaged in the business of formulations of
Liquid Orals, Capsules, Ointments, External Powders and Tablets. During
the year 2011-2012, company reported revenue from operations amounting
to Rs. 371,856,358 as against Rs. 275,847,719 in the previous year and
recorded profit of Rs. 24,526,927 as against previous year profit of
Rs. 5,974,029.
The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011
dated February 8, 2011, has granted general exemption under Section
212(8) of the Companies Act, 1956, subject to certain conditions being
fulfilled by the Company. As required under the circular, the Board of
Directors at its meeting held on January 16, 2012, passed a resolution
giving consent for not attaching the Balance Sheet of the Subsidiary
Company.
Shareholders who wish to have a copy of the annual accounts and other
related information of the Subsidiary Company will be provided the same
on receipt of a written request from them. The annual accounts of the
Subsidiary Company will also be available for inspection by any
shareholder at the Registered Office of the Company, on any working day
during business hours.
6. CONSOLIDATED ACCOUNTS:
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to clause 32 of the Listing Agreement entered into
with the Bombay Stock Exchange and prepared in accordance with the
Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard.
7. COMPOSITION OF BOARD OF DIRECTORS:
In accordance with the articles of association, Mr. Baiju Shah,
Director of the Company, retires by rotation and being eligible has
offered himself for re-appointment. The Members are requested to
re-appoint him in the ensuing Annual General Meeting.
8. DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956 the
Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
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 period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this 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.
9. AMALGAMAMTION OF NAXPAR LAB PVT LTD AND PARNAX LAB PVT LTD WITH THE
COMPANY:
Scheme of amalgamation between Naxpar Lab Pvt Ltd and Parnax Lab Pvt
Ltd with the Company was approved by Hon'ble High Court of Bombay vide
order no. 446 of 2011 dated December 2, 2011 and subsequent to said
approval the entire undertakings belonging to Naxpar Lab Pvt Ltd and
Parnax Lab Pvt Ltd as on the appointed date i.e. November 1, 2010 were
transferred to the Company in terms of the scheme of amalgamation.
10. INCREASE IN AUTHORISED AND PAID UP CAPITAL ON AMALGAMATION
- AUTHORISED CAPITAL
In terms of clause 12.1 of the duly approved scheme of amalgamation,
the entire authorised capital of the Naxpar Lab Pvt Ltd and Parnax Lab
Pvt Ltd, the transferor companies was clubbed with the authorised share
capital of the Company, thereby augmenting the authorised capital from
Rs. 77,500,000/- (Rupees Seven Crores Seventy Five Lakhs Only) divided
into 7,750,000 (Seventy Seven Lakhs Fifty Thousand Only) Equity Shares
of Rs. 10/- (Rupees Ten Only) each to Rs. 100,000,000 (Rupees Ten
Crores Only) divided into 10,000,000 (One Crore Only) Equity Shares of
Rs. 10/- (Rupees Ten Only) each.
- PAID UP CAPITAL
In terms of clause 9.1 and 9.2 of the duly approved scheme of
amalgamation, equity shares in the ratio of 3:5 and 1:6 were issued to
the shareholders of Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd
respectively on January 16, 2012, thereby augmenting the paid up equity
capital from Rs. 32,000,000 (Rupees Three Crores Twenty Lakhs Only)
divided into 3,200,000 (Thirty Two Lakhs) of Rs. 10/- (Rupees Ten Only)
each to Rs. 85,048,660 (Rupees Eight Crores Fifty Lakhs forty Eight
Thousand Six Hundred Sixty Only) divided into 8,504,866 (Eighty Five
Lakhs Four Thousand Eight Hundred Sixty Six Only) of Rs. 10/- (Rupees
Ten Only).
- CHANGE OF NAME
Consequent to entry in the Pharmaceutical Business, name of the Company
was changed to 'Parnax Lab Limited' after obtaining necessary approval
of Registrar of Companies, Mumbai and shareholders under section 21 of
the Companies Act, 1956. The consent of the shareholders was sought by
sending notice under section 192 (2A) of the Companies Act, 1956 i.e.
passing of resolution by postal ballot and rules made thereunder. In
compliance with the said section, Mr. Hemant Shetye, Practicing Company
Secretary was appointed as scrutinizer in this regard and had submitted
his report stating the resolution pertaining to name change was passed
unanimously, thereafter necessary forms were filed with the Registrar
of Companies Mumbai and certificate approving name change was received
on April 11, 2012.
11. STOCK EXCHANGE REQUIREMENTS:
Being listed at The Bombay Stock Exchange Limited, Mumbai your company
has paid listing fees till March, 2013.
12. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN
EXCHANGE:
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is
provided in Annexure I forming part of this Report.
13. PARTICULARS OF EMPLOYEES:
There were no employees during the whole or part of the year receiving
remuneration in excess of limits prescribed under section 217(2A) of
the Companies Act, 1956 and rules made thereunder.
14. CORPORATE GOVERNANCE CODE:
The Report on Corporate Governance and Management Discussion and
Analysis are annexed to this report as Annexure - II and III
respectively.
15. COMMITTEES OF BOARD:
Board has constituted Committees pursuant to Clause 49 of Listing
Agreement with Stock Exchange. The Audit Committee and the Shareholders
Committee are constituted by the Board comprising of 3 members as per
Clause 49 of Listing Agreement with Stock Exchange.
16. RE-APPOINTMNET OF STATUTORY AUDITORS:
The Auditors, M/s. Ladha Singhal & Associates, hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment. Certificate from the Auditors has been received to
the effect that their re-appointment, if made, would be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956.
17. AUDITORS' REPORT:
The Auditors' Report to the Shareholders does not contain any
qualification.
18. ACKNOWLDEGEMENTS:
Your Directors take this opportunity to place on record, gratitude for
corporation and support received from their Banker, various departments
and agencies of Central and State Government and dedication and
commitment of the staff at all levels.
PLACE: MUMBAI BY ORDER OF THE BOARD
DATE: JULY 6, 2012 SD/-
PRAKASH SHAH
CHAIRMAN AND WHOLE TIME DIRECTOR
Mar 31, 2010
The Directors have great pleasure in presenting 28th ANNUAL REPORT
along with the Audited Balance Sheet and Profit and Loss Account, for
the year ended 31st March, 2010.
1. FINANCIAL RESULTS:
The financial Results are briefly indicated below:
(Rupees)
YEAR ENDED
PARTICULARS 31st March 31st March
2010 2009
Total Income 65,752 40,000
Total Expenditure 2,66,119 2,35,141
Profit (Loss) before Taxes (2,00,367) (1,95,141)
Less: Provision for Income Tax
(net off short/ (excess) NIL NIL
provision for earlier years)
Profit (Loss) After Taxes (2,00,367) (1,95,141)
Previous Year Balance Brought Forward (16,94,749) (14,99,608)
Balance carried to Balance Sheet (18,95,117) (16,94,749)
2. DIVIDEND:
In view of the carried forward losses, your directors do not recommend
any dividend.
3. FIXED DEPOSITS:
The Company has not accepted public deposits within the meaning of
section 58-A of the Companies Act, 1956 and rules framed there under.
4. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of section 212 of the
Companies Act, 1956 do not apply to the Company.
5. DIRECTORS:
Following were appointed as director:
>æ Mr. Mahesh G. Naidu as additional director with effect from January
20,2010 and as executive director w.e.f August 1,2010
>æ Mr. K. Gopalkrishnan and Mr. Vinayak B. Desai as additional director
with effect from August 1,2010.
In terms of Section 260 of the Companies Act, 1956, their term expires
at the ensuing Annual General Meeting. Their candidature for the
appointment as Director of the Company is proposed to be placed for
approval of the shareholders at the ensuing Annual General Meeting.
Further, Mr. Rasik J Chaturvedi, Director of the Company, retires by
rotation and being eligible has offered himself for re-appointment. The
members are requested to re-appoint him in the ensuing Annual General
Meeting.
6. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956 the
Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
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 period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this 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.
7. COMPLIANCE CERTIFICATE:
Compliance Certificate as required under section 383A of the Companies
Act, 1956 prepared and issued by M/s. HS Associates, Company
Secretaries, is annexed hereto.
8. SHARE CAPITAL:
During the year the authorised share capital was increased from
Rs.30,000,000/- (Three Crores Only) divided into 3,000,000 (Thirty
Lakhs) equity shares of Rs. 10/- each to Rs. 40,000,000 (Four Crores
Only) divided into 4,000,000(Forty Lakhs) equity shares of Rs. 10/-
each.
The Paid up share capital was also increased from Rs. 4,000,000/-
(Forty Lakhs Only) to Rs.32,000,000/- (Three Crores Twenty Lakhs Only)
by way of preferential allotment dated April 8,2010 pursuant to section
81 (1 A) of the Companies Act, 1956.
9. CHANGE IN REGISTERED OFFICE:
The Company has shifted its registered office from 136, Greet Western
Building, Nagindas Master Road, Extension, Fort to 107, Bldg No. 9,
Jogani Industrial Complex, Chunabhatti, Mumbai - 400 022 w.e.f. 1st
August, 2010, after complying with the necessary provisions of the
Companies Act, 1956 and Listing agreement.
10. CORPORATE GOVERNANCE CODE:
The corporate governance code is mandatory for the listed companies
having paid up capital of Rs. 3,00,00,000/- (Three Crores) or more.
Since the paid up capital of the Company as on March 31, 2010 is Rs.
40,00,000 (Forty Lakhs) i.e. below the aforesaid limit, the Corporate
Governance code is not mandatory to the Company.
However, considering the privilege of the corporate governance code,
the company is keen to adopt and comply with the code from the
financial year starting from April 2010.
11. STOCK EXCHANGE REQUIREMENTS:
Being listed at The Bombay Stock Exchange Limited, Mumbai your company
has paid listing fees till March, 2011.
12. AUDITORS:
M/s. Koshal & Associates, Chartered Accountants, Thane, Statutory
Auditors of your company hold office until the conclusion of the
forthcoming Annual General Meeting and have signified their willingness
to be re-appointed and have further confirmed that their appointment if
made shall be within the limits specified under Section 224 (IB) of the
Companies Act, 1956.
13. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN
EXCHANGE:
Since the Company does not carry out any manufacturing activities,
particulars required to be disclosed with respect to the conservation
of energy and technology absorption in terms of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars) Rules, 1988 are not applicable.
Further, as per the requirement of aforesaid rules, the Company hereby
specifies that there were no foreign exchange transactions during the
year.
14. PARTICULARS OF EMPLOYEES:
In accordance with the provision of Section 217(2A) of the Companies
Act, 1956, read with the Companies Particulars of Employees Rules,
1975, there were no employees during the whole or part of the year that
were in receipt of remuneration in excess of limits as mentioned in the
said section and hence no details are given as such.
15. EXPLANATION TO QUALIFICATION POINT NO. (VIII IN ANNEXURE TO
AUDITORS REPORT;
The Management has taken it into consideration and assures the
establishment of formal internal audit system from the financial year
ended March 31,2010.
16. ACKNOWLDEGEMENTS:
Your Directors take this opportunity to place on record, gratitude for
corporation and support received from their Banker, various departments
and agencies of Central and State Government and dedication and
commitment of the staff at all levels.
BY ORDER OF THE BOARD
Sd/-
DATE: JULY 31,2010 PETER THOMAS
PLACE: MUMBAI CHAIRMAN AND DIRECTOR
Mar 31, 2004
The Directors present the 22nd Annual Report together with audited
Statement of Accounts for the year ended 31st March 2004.
FINANCIAL RESULTS :
Amount in (Rs) Amount in(Rs)
31.3.2004 31.3.2003
Profit/(Loss) for the year (26,065) (2,10.812)
Add: Debit Balance brought
forward from (30,21,654) (28,10,842)
previous year
Credit/(Debit) Balance Carried
to Balance Sheet (30,47,719) (30,21,654)
DIVIDEND:
In view of the losses, incurred your Directors do not recommend any
Dividend.
In accordance with the provisions of the Companies Act, 1956 and as per
provisions of the Articles of Association of the Company, Shri Peter
Thomas retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for reappointment.
DIRECTORS:
Shri. Santosh Joshi has resigned from the Board of Directors w.e.f.
28/08/2004. The Board of Directors place on record its appreciation for
the valuable guidance extended by him during the course of the
association with the company.
Shri. Rajendra Chaturvedi has been appointed as additional director
w.e.f. 25/08/2004 and holds the office upto the date of the forthcoming
Annual General Meeting of the company.
DIRECTORS RESPONSIBILITY
Pursuant to Section 217(2AA) of the Companies Act, 2000, the directors
confirm that :
i) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
material departures;
ii) appropriate accounting policies have been selected and applied
consistently, and judgements 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 March 31, 2004 and of the Loss of the company for the
said period have been made;
iii) proper and sufficient cure has been taken 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;
iv) the annual accounts have been prepared on a going concern basis.
PERSONNEL,ENERGY,TECHNOLOGY AND FOREIGN EXCHANGE
1. There were no employees in receipt of remuneration as specified u/s
217(2A) of the Companies Act. 1956.
2. The particulars required by the Companies (Disclosure of
Particulars in reports of Board of Directors) pursuant to Section 217
(I) (e) with regard to Conservation of Energy and Technological
Absorption are not applicable to the Company.
3. There arc no earnings or outgoings in foreign exchange during the
year.
AUDITORS :
The Auditors of the Company M/s Agrawal & Jindal hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for reappointment. The Company has received certificate from the
Auditors that their re-appointment, if made, would be within the
prescribed limits under Section 224 (1B) of the Companies Act, 1956.
ON BEHALF OP THE BOARD
DIRECTOR DIRECTOR
PLACE : Mumbai
DATE : 31.08.2004