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Directors Report of Sanjivani paranteral Ltd.

Mar 31, 2015

Dear Members,

The Directors are presenting herewith the 21st Annual Report together with the Audited statement of accounts for the financial year ended March 31,2015.

FINANCIAL RESULTS (Rs. In Lakhs)

PARTICULARS AS AT 31.03.2015 AS AT 31.03.2014

Sales & Other Income 13447.85 16111.25

PBID 656.17 1207.81

Interest 792.31 808.89

Depreciation 141.36 95.34

PBT (277.30) 303.58

PAT (241.40) 159.41

PERFORMANCE AND BUSINESS REVIEW

During the year under review, Company has achieved the turnover of Rs.13447.85 L and PBT of Rs. (277.50 L) as against Rs.15389.36 L and Rs.379.57 L respectively for the corresponding previous year.

DIVIDEND

Your Directors do not recommend any dividend due to loss during the year under review.

TRANSFER TO RESERVES:

There has been no transfer to reserves out of the amount available for appropriation.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year under review.

DETAILS OFSUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no Subsidiary / Joint Ventures / Associate Companies.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments as specified under Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were an arm's length basis and were inthe ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

EXTRACT OF ANNUAL RETURN: -

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure-A" to this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) are not applicable to your Company during the year under review.

FIXED DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

During the financial year 2014-15, Mrs. Mrunmai Sarvankar was appointed as Additional / Non Executive Independent Director of your Company at the meeting of the Board of Directors.

Mrs. Mrunmai Sarvankar holds office as Additional Director upto the ensuing Annual General Meeting and being eligible has offered herself for reappointment. Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend her appointment as Independent / Non-Executive Directorof your Company.

Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting as required under clause 49 of the Listing Agreement are annexed to the Notice convening the Annual General Meeting and forms part of the Annual Report.

Annual Evaluation of Board's Performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. .

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

WHISTLE BLOWER POLICY:

The Company has a whistle blower policy to report genuine concerns or grievances.

VIGIL MECHANISM:

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances., which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the member of Audit Committee or to the Chairman of the Audit Committee.

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no 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 your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

(c) proper and sufficient care has been taken for the maintenance of 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 annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CORPORATE GOVERNANC:

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this Report.

AUDITORS AND AUDITORS'REPORT:

STATUTORY AUDITOR

M/s. Milind Mehta & Co., Chartered Accountants, who retire at the ensuing AGM of your Company are eligible for re- appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.The Audit Committee and the Board of Directors recommend the appointment of M/s. Milind Mehta & Co., Chartered Accountants, as the Auditors of your Company for the financial year 2015-16 till the conclusion of the next AGM. The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

COSTAUDITOR

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31,2015 at a remuneration decided by the Board of Directors on recommendation of Audit Committee. Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Twenty-first Annual General Meeting.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. As regards qualification in the Secretarial Audit Report relating to non appointment of Company Secretary and CFO, the Board is in the process of appointing suitable candidates for the same and appointments will be done in due course.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL:

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

DISCLOSURES

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required in terms of the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules,2014 in respect to above matters is given below:

Power and Fuel Consumption 2014-15 2013-14

1. Gas and Electricity

a) (1) Gas - -

Quantity (Kgs) - -

Total Amt. (Rs) - -

Average Rate / Unit - -

(2) Electricity

Unit 748871 771099

Total Amt. (Rs) 5763330 5805798

Average Rate / Unit 7.696 7.529

b) Own Generation - -

2. Coal - -

3. Furnace Oil, LSHS & L.D. Oil

Quantity (Ltrs) 35277 38136

Total Amt. (Rs) 2114101 2685540

Average Rate / Unit 59.92 70.42

4. Other / Internal Generation - -

B. RESEARCH & DEVELOPMENT:

The Company has no specific Research & Development (R&D) Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange used and Earned (in Rs.)

For the year 2014-15 2013-14

Used 3,07,23,678 4,10,91,771

Earned 12,25,92,343 24,18,77,933

ACKNOWLEDGEMENT:

Your Board of Director is grateful to the Company's Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Company's personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

Ashwani Khemka Chairman

Place : Mumbai Dated : August 14, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present herewith the 20th Annual Report together with the Audited statement of accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs.In Lakhs)

PRTICULARS AS AT 31.03.2014 AS AT 31.03.2013

Sales & Other Income 16111.25 15389.36

PBID 1207.81 1271.46

Interest 808.89 793.03

Depreciation 95.34 98.86

PBT 303.58 379.57

PAT 159.41 255.41



DIVIDEND

Your Directors do not recommend any dividend to conserve the resources of the Company

PERFORMANCE AND BUSINESS REVIEW

During the year under review, Company has achieved the turnover of Rs.16111.25 L and PBT of Rs.303.58L as against Rs.15389.36 L and Rs.379.57 L respectively for the corresponding previous year.

Sanjivani is one of the respected names for low cost - high quality product manufacturing. Company''s business is focused broadly on Ethical Marketing / Institution supply and Export. Company is expecting 75% revenue from Ethical Marketing and Export in next 2-3 years.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Company''s success in pharmaceutical market is primarily due to its quality product basket varied from client to client to cater their unmet need of products.

As the global spending on medicines are increasing rapidly, Company also looks forward to increase its global presence. Presently, Sanjivani is exporting its quality products to many countries in Asia / Africa / Latin America / Russia & CIS, East Europe etc.

Since India is emerging as a low-cost, high quality option for outsourcing of research, manufacturing and other services, Indian Pharma industry has engraved significant global share by improvement in technical maturity

INTERNAL CONTROL SYSTEM

The Company maintains an elaborated system and SOPs for internal control of operations and activities. The internal audit function is further strengthened in consultation with statutory auditors for monitoring statutory and operational issues. The prime objective of this audit is to test the adequacy and effectiveness of all internal control systems and suggest improvements. Significant issues are brought to the attention of the Audit Committee for periodical review

HUMAN RESOURCES

In any organization communication with employee is a key determinant factor of success and considering this, your Company has implemented internet network for communication between management and employees for enhanced accessibility and transparency Company has also initiated many morale building programmes to strengthen their self-belief which further benefits the Company

FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such, no amount on account of principal or interest on fixed deposits was outstanding as on the date of the balance sheet.

RE-APPOINTMENT OF DIRECTORS LIABLE TO RETIRE BY ROTATION

Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting as required under clause 49 of the Listing Agreement are annexed to the Notice convening the Annual General Meeting and forms part of the Annual Report.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standard had been followed along with proper explanation relating to material departure;

(b) the Directors of the Company had selected such accounting policies and applied them consistently and made judgement 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 March 31, 2014 and of the profit of the Company for the year ended March 31, 2014.

(c) the Directors of the Company have 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 frauds and other irregularities;

(d) the Directors of Company have prepared the annual accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMITTEE:

Pursuant to section 292A of the Companies Act, 1956, an audit committee was constituted comprising the following Directors:

Name of Directors :

Narmadeshwar Chaube Chairman

Mahendra Kalwankar Member

Dr. Vinod Goyal Member

AUDITORS :

M/s Milind Mehta & Company, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s Milind Mehta & Company as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 23rd AGM to be held in the year 2017, subject to annual ratification by members at Annual General Meeting.

COST AUDITOR:

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31, 2015 at a remuneration decided by the Board of Directors on recommendation of Audit Committee Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Twentieth Annual General Meeting.

DISCLOSURES :

A PARTICULARS OF EMPLOYEES

Since the Company does not have any employees drawing remuneration in excess of Rs. 60,00,000 p.a. or Rs. 5,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

B CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required in terms of the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 in respect to above matters is given below:

C RESEARCH & DEVELOPMENT:

The Company has no specific Research & Development (R&D) Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

ACKNOWLEDGEMENT :

Your Board of Director is grateful to the Company''s Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Company''s personnel at all levels for the contribution made by them towards the working of your Company.

By order of the Board of Directors

Ashwani Khemka Place : Mumbai Managing Director Dated : August 11, 2014 (DIN : 00337118)


Mar 31, 2013

Dear Members

The Directors are pleased to present herewith the 19th Annual Report together with the Audited statement of accounts for the year ended 31st March, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS :

FINANCIAL RESULTS (Rs. In Lakhs

PRTICULARS AS AT 31.03.2013 AS AT 31.03.2012

Sales & Other Income 15389.36 15230.78

PBID 1271.46 1329.48

Interest 793.03 907.59

Depreciation 98.86 95.07

PBT 379.57 326.82

PAT 255.41 269.00

PERFORMANCE REVIEW AND FUTURE PLANS

During the year under review, Company has achieved the turnover of Rs. 15389.36 L and PBT of Rs.379.57L as against Rs. 15230.78L and Rs.326.82 L respectively for the corresponding previous year. Company is focusing on international market and increased its product registration from 42 to 74 during the year under review.

The current macroeconomic environment continues to remain challenging in the backdrop of weak global economic environment. India is emerging as a low-cost, high quality option for outsourcing of research, manufacturing and other services. This offers a great opportunity for the Indian pharmaceutical industry and Indian pharma companies. The Global pharmaceutical Industry is witnessing a growing importance of generics. The Pharmaceutical Industry continues to remain fragmented and competitive especially due to increased generalization. Global pharmaceutical market intelligence company IMS Health believes the Indian generic manufacturers will grow at a faster clip as drugs worth approximately $170 billion will go off patent in 2015.

The domestic formulation business is a very critical component of Sanjivani''s business. Sanjivani has built an important relationship with doctors. The company continues to make investment in the domestic branded business, particularly with the newer specialty segments. We continue to invest strongly behind our brands as reflected in surge in our marketing expenses during the year under review.

OUTLOOK

It has been witnessed by the domestic pharmaceutical industry that with increase in GDP and per capita income, more customers are able to afford organized healthcare. This is very important and advantageous for a company like Sanjivani which has strength in the acute therapy segments since Sanjivani has started the consolidation process for its product line in the lifestyle dieses segment also and is registering growth. It is also looking at various other high growth and niche areas in the domestic segment. Sanjivani has had a history of having a very good equity with its customers and has successfully built up quite a few large brands.

INTERNAL CONTROL SYSTEM

The Company maintains a system of well-established policies and procedures for internal control of operations and activities. The internal audit function is further strengthened in consultation with statutory auditors for monitoring statutory and operational issues. The prime objective of this audit is to test the adequacy and effectiveness of all internal control systems and suggest improvements. Significant issues are brought to the attention of the audit committee for periodical review.

HUMAN RESOURCES

The well qualified employees including staffs & workers have been recruited in the organization to carry out day to day work. All type know-how and training is provided to these employees to explore their talent for the benefits of the organization.

DIVIDEND:

Your Directors do not recommend any dividend to conserve the resources of the Company.

FIXED DEPOSITS

During year under review the company has not accepted any deposit within the meaning of section 58A of the Companies''Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

Shri N.R.Chaube retires by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

STATEMENT OF DIRECTORS''RESPONSIBILITY:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

(b) the directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

(d) the directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMITTEE:

* Pursuant to section 292Aof the Companies Act, 1956, an audit committee was constituted comprising the following Directors:

Name of Directors

NarmadeshwarChaube Chairman

Mahendra Kalwankar Member

Dr. Vinod Goyal Member

.AUDITORS:

The Auditors of the Company M/s. Milind Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board of Directors have recommended that M/s. Miiind Mehta & Co., Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. Company has received confirmation that their appointment, if made will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

COS TA UDITOR:

Pursuantto the provisions under section 233B of the Companies Act, 1956 the company has appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2013-2014.

DISCLOSURES:

A PARTICULARS OF EMPLOYEES

Since the company does not have any employees drawing remuneration in excess of Rs. 60,00,000 p.a. or Rs. 5,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

C RESEARCH & DEVELOPMENT:

The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

ACKNOWLEDGEMENT:

Your board of Director is grateful to the Company''s Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors, and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Company''s personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

PLACE: MUMBAI

DATE: 30th MAY''2013

ASHWANI KHEMKA

Chairman & Managing Director


Mar 31, 2012

Dear Members

The Directors are pleased to present herewith the 18th Annual Report together with the Audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs.. In Lakhs)

PRTICULARS AS AT 31.03.2012 AS AT 31.03.2011

Sales & Other Income 15230.78 14536.14

PBID 1329.48 1153.23

Interest 907.59 705.33

Depreciation 95.07 94.92

PBT 326.82 352.97

PAT 269.00 221.02

DIVIDEND:

Your Directors do not recommend any dividend to conserve the resources of the Company.

FIXED DEPOSITS

During year under review the company has not accepted any deposit within the meaning of section 58A of the Companies'Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

Mr. Mahendra Kalwankar retires by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

STATEMENT OF DIRECTORS'RESPONSIBILITY:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

(b) the directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMITTEE:

Pursuant to section 292A of the Companies Act, 1956, an Audit Committee was constituted comprising the following Directors

NAME OF DIRECTORS Narmdeshwar R. Chaube Chairman

Mahendra Kalwankar Member

Dr. Vinod Goyel Member

AUDITORS:

The Auditors of the Company M/s. Milind Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board of Directors have recommended that M/s. Milind Mehta & Co., Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. Company has received confirmation that their appointment, if made will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

DISCLOSURES:

A PARTICULARS OF EMPLOYEES

Since the company does not have any employees drawing remuneration in excess of Rs. 60,00,000 p.a. or Rs. 5,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

B CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required in terms of the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 in respect to above matters is given below:

C RESEARCH & DEVELOPMENT:

The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new molecular and also has a in-house Quality Control Department to check the quality of different products manufactured.

ACKNOWLEDGEMENT:

Your board of Director is grateful to the Company's Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors, and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to company's personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

PLACE: MUMBAI

DATE: 20th JULY' 2012 ASHWIN KHEMKA

Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present herewith the 16th Annual Report together with the Audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs.in Lakhs)

PRTICULARS AS AT 31.03.2010 AS AT 31.03.2009

Sales & Other Income 13994.17 10387.63

PBID 1250.05 870.62

Interest 544.57 360.20

Depreciation 81.16 52.63

PBT 624.32 457.79

PAT 474.32 292.61

MANAGEMNI DISCSSION AND ANALYSIS:

PERFORMANCE REVIEW:

During the year under review, your Companys turnover up by 34.71% at Rs. 139.94 Cr. PBT up by 36.37% at Rs. 6.24 Cr.

As on date, the Company has covered many institutions like, BMC, KDMC, Maharashtra Government, Maharashtra Animal Husbandry, Assam Government, Chhattisgarh Government, Employee State Insurance Hospitals, Defense Ministry, Central Railways etc. Though the company is continue to expand this era of institutions sales, the Company has appointed team of Medical Representatives to capture the local market too. In addition to this, from the financial reports, it can be observed that, the Company has done remarkable in its overseas business. It is a great achievement for the Company, not only sustained in overseas business but doubled the business during year under review. The Company has already explored its overseas business in countries like Russia, Peru, Middle East, Africa, South-East Asia and other CIS countries. Your Directors are happy to announce that, during the upcoming year the Company will do better in its overseas business.

INTERNAL CONTROL SYSTEM

The Company has adopted well established procedures for purchase of materials and stores, manufacturing of finished goods as well as for its distribution. Proper procedure exists for receipt/transfer of raw materials, stores and finished products as well as their proper accounting including frequently physical verification thereof. The Company has appointed a team of professionals and also initiated implementation of new software so as to reduce the risk of revenue leakage, increase the production efficiency and for better management decision making.

The Audit Committee of the Board reviews the procedures periodically and the action recommended by the Audit Committee is initiated to remedy any weakness in the system.

THUMAN RESOURCES

The well qualified employees including staffs & workers have been recruited in the organization to carry out day to day work. All type know-how and training is provided to these employees to explore their talent for the benefits of the organization.

DIVIDEND:

Your Directors do not recommend any dividend to conserve the resources of the Company .

FIXED DEPOSITS

During year under review the company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

Mr. N.R.Chaube retires by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

STATEMENT OF DIRECTORS RESPONSIBILITY

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

(b) the directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMlTTEE:

Pursuant to section 292A of the Companies Act, 1956, an audit committee was constituted comprising the following Directors

Name of Directors

Narmdeshwar R. Chaube Chairman

Mahendra Kalwankar Member

Dr. Vlnod Goyal Member

AUDItors:

The Auditors of the Company M/s. M.K.Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board of Directors have recommended that M/s. M.K.Mehta & Co., Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. Company has received confirmation that their appointment, if made will be within the limits prescribed under section 224 (1B) of the Companies Act,1956.

DISCLOSURES:

A) PARTICULARS OF EMPLOYEES

Since the company does not have any employees drawing remuneration in excess of Rs. 24,00,000 p.a. or Rs. 2,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

TB. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required in terms of the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 in respect to above matters is given below:

Power and Fuel Consumption 2009-10 2008-09

1. Gas and Electricity

a)(1)Gas - -

Quantity (Kgs) 726 -

Total Amt. (Rs.) 62549 -

Average Rate / Unit 86.15 -

(2) Electricity

Unit 789156 499013

Total Amt. (Rs.) 4565257 2755866

Average Rate / Unit 5.78 5.52

b) (1) Own Generation - -

2. Coal - -

3. Furnace Oil, LSHS & L.D. Oil

Quantity (Ltrs) 57114.69 48392

Total Amt. (Rs.) 2171849 1793733

Average Rate/Unit 38.026 37.06

4. Other /Internal Generation - -

C. RESEARCH & DEVELOPMENT

The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

D.FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange used and Earned (In Rupees)

2009-10 2008-09

Used 1,71,59,567 90,73,490

Earned 5,63,07,001 2,77,47,511

ACKNOWLEDGEMENT:

Your board of Director is grateful to the Companys Bankers, Government Authorities, Customers, Suppliers, Distributors, the Shareholders and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to companys personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

PLACE: MUMBAI

DATE: 4TH AUGUST2010

ASHWIN KHEMKA

Chairman & Managing Director



 
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