Directors Report of Balaxi Pharmaceuticals Ltd.
Mar 31, 2023
The Board of Directors are pleased to submit its report on the performance of the Company along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:
|
(Rs. in Lakhs) |
||||
|
Standalone |
Consolidated |
|||
|
PARTICULARS |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
Revenue from Operations |
10813.76 |
10129.19 |
33643.27 |
27938.78 |
|
Other Income |
660.41 |
274.80 |
263.69 |
497.17 |
|
Total Income |
11474.17 |
10403.99 |
33906.96 |
28435.95 |
|
Operating expenditure |
9131.68 |
8402.97 |
27989.48 |
22918.34 |
|
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense (EBITDA) |
2342.49 |
2001.02 |
5917.47 |
5517.61 |
|
Less: Depreciation |
(51.54) |
(25.03) |
(175.25) |
(51.22) |
|
Less: Finance Costs |
(45.90) |
(6.12) |
(50.00) |
(14.16) |
|
Profit /loss before Tax Expense (PBT) |
2245.05 |
1969.87 |
5692.23 |
5452.23 |
|
Less: Tax Expense (Current & Deferred) |
(622.84) |
(503.11) |
(1095.98) |
(686.45) |
|
Profit After Tax (PAT) | |
1622.21 |
1466.75 |
4596.25 |
4765.78 |
|
Basic EPS (T) |
16.17 |
14.67 |
45.81 |
47.66 |
|
Diluted EPS (T) |
16.02 |
14.67 |
45.40 |
47.66 |
2. STATE OF COMPANYâS AFFAIRS:Consolidated:
During the period under review the Company recorded a total revenue from operations of T 33,643.27 Lakhs as against T 27,938.78 Lakhs in the previous financial year. Profit before tax (PBT) increased to T 5,692.23 Lakhs as against T 5,452.23 Lakhs in the previous financial year. Profit after tax (PAT) decreased to T 4,596.25 lakhs as against T 4,765.78 Lakhs in the previous financial year.
During the period under review the Company recorded a total revenue from operations of T 10,813.76 Lakhs as against T 10129.19 Lakhs in the previous financial year. Profit before tax (PBT) increased to T 2,245.05 Lakhs as against T 1,969.87 Lakhs in the previous financial year. Similarly, Profit after tax (PAT) increased to T 1,622.21 lakhs as against T 1,466.75 Lakhs in the previous financial year.
The Board of Directors of the Company after considering factors such as elongated working capital cycle and capex requirement, have not recommended
any dividend for the financial year ended March 31, 2023.
The Company has formulated a Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The Dividend Distribution Policy can be accessed from the Investor section of the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/Dividend_Distribution_Policy.pdf.
During the year under review, no transfer is proposed to any reserves and accordingly, the entire balance available in the statement of profit and loss is retained in it.
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended March 31, 2023 and the date of this Boardâs Report.
During the year under review, pursuant to the approval accorded by the members, at their Extraordinary General Meeting held on September 27, 2022 and the In Principle approval received from National Stock Exchange of India Limited, the Company has issued the following securities on preferential basis:
i. 24,500 (Twenty-Four Thousand Five Hundred) Equity Shares at an issue price of 7 451/- (Rupees Four Hundred and Fifty-One only) each i.e., of the face value of 7 10/- each and at a premium of 7 441/- each per Equity Share aggregating to 7 1,10,49,500/- (Rupees One Crore Ten Lakhs Forty-Nine Thousand Five Hundred only) to certain persons belonging to public category.
ii. 10,70,000 (Ten Lakhs Seventy Thousand) Convertible Warrants at an issue price of 7 451/- (Rupees Four Hundred and Fifty-One only) each per Warrant aggregating up to 7 48,25,70,000/- (Rupees Forty-Eight Crores Twenty-Five Lakhs Seventy Thousand only) to certain persons belonging to public category with a right to Warrant Holder to apply for and get allotted one equity share of face value of 7 10/-(Rupees Ten only) each per Warrant.
The upfront money of 25% of issue price
i.e., 7 112.75/- per warrant aggregating to 712,06,42,500/- (Rupees Twelve Crores Six Lakhs Forty-Two Thousand Five Hundred only) was received by the Company on allotment of warrants. The balance money of 75% of the issue price i.e., 7 338.25/- per warrant will be paid by the warrant holders on conversion of the warrants.
The amount raised by preferential issue will be used by the Company to meet the capital expenditure requirements to support the construction of the Companyâs first pharmaceutical formulation plant, being set up at Jadcherla, Hyderabad. Further, it may be utilized to meet working capital requirements and general corporate purposes and may also be utilized to undertake any additional business activities under the main objects clause of the Memorandum of Association of the Company.
During the period under review, there has been no deviation or variation in the utilization of the proceeds of the preferential issue.
The paid-up share capital of the Company as on March 31, 2023, was 7 10,18,12,500/- (Rupees Ten Crore Eighteen Lakhs Twelve Thousand Five Hundred only) divided into 1,01,81,250 (One Crore One Lakh Eighty-One Thousand Two Hundred and Fifty) equity shares of 7 10/- each.
During the year under review, the Company has allotted 24,500 Equity Shares at an issue price of 7 451/- each i.e., of the face value of 7 10/- each and at a premium of 7 441/- each per equity share on a preferential basis to certain persons belonging to public category.
Further, several warrant holders to whom the warrants were allotted by the Company had applied for conversion of warrants into equity shares. Consequently, the Board of Directors vide circular resolutions passed on January 27, 2023, February 15, 2023 and March 14, 2023 have allotted 1,16,500, 16,500 and 23,750 Equity Shares respectively at an issue price of 7 451/- each i.e., of the face value of 7 10/- each and at a premium of 7 441/-each per equity share to the warrant holders who had applied for conversion of their warrants.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:i. Balaxi Global DMCC, Dubai- Subsidiary Company
Your Company has a wholly owned subsidiary, Balaxi Global DMCC in Dubai, United Arab Emirates (âUAEâ). The Subsidiary was incorporated with a focus to carry out the international distribution business of the Company. The main objects of the subsidiary Company are in line with the main objects of the parent Company.
The Subsidiary, Balaxi Global DMCC further have six wholly owned subsidiaries:
(a) Balaxi Healthcare Guatemala, S.A, Republic of Guatemala
(b) Balaxi Healthcare Dominicana, S.R.L,
Dominican Republic
(c) Balaxi Healthcare Honduras, S. DE R.L. DE C.V, Honduras
(d) Balaxi Healthcare Centrafrique, SARL,
Centrafrique
(e) Balaxi Healthcare El Salvador S.A DE., El Salvador
(f) Balaxi Healthcare Angola, Republic of
Angola
The above-mentioned Companies are step down subsidiaries of your Company, these step-down subsidiaries work as an extended arm for the Company by managing the local operations and distribution in our existing markets of Africa and Latin America.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Actâ) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Subsidiaries in Form
No. AOC-1 is attached as Annexure- A to this report. The statement also provides details of the performance and the financial position of the subsidiaries.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents are available on Investor section of the website of the Company at https://balaxipharma.in/financial-results. Copies of the financial statements of the subsidiary companies are also available on the Companyâs website at https://balaxipharma.in/ subsidiaries-financial-statements.
ii. Associate Company/ Joint Venture
During the year under review, the Company does not have any associates or Joint ventures.
During the year under review no Company has ceased to be Companyâs Subsidiary/ Joint Venture/ Associate.
9. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements for the financial year ended March 31, 2023, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act.
As per the provisions of Section 136 of the Act, the Company has placed separate audited accounts of its subsidiaries on its website at https://balaxipharma. in/subsidiaries-financial-statements and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.
10. CHANGE IN THE NATURE OF BUSINESS:
There have been no changes in the nature of the business of the Company during the year under review.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2023, The Board consists of 6 (six) Directors, with an optimum mix of 4 (four) Independent Directors, 1 (one) Executive Director and 1 (one) NonExecutive Director. The Board consists of 2 (two) Woman Directors, 1 (one) of whom is an Independent Director.
i. Appointments and Resignations during the year under review:
> Members of the Company at the 79th Annual General Meeting of the Company held on July 11, 2022, approved the re-appointment of Mr. Ashish Maheshwari (DIN: 01575984) as the
Managing Director of the Company for a period of 5 (five) years with effect from May 03, 2022.
> Members of the Company through postal ballot by way of remote e-voting approved the reappointment of Mrs. Purnima Singh Kamble (DIN: 00241708) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from March 26, 2023.
Except the above, there were no changes in the Board
of Directors of the Company.
> Mrs. Shalini Chinta, resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. close of business hours on September 16, 2022. The Board placed on record its sincere appreciation for the contribution made by her during her tenure.
> The Board of Directors at their meeting held on November 05, 2022, approved the appointment of Mr. Udayan Shukla as Company Secretary and Compliance Officer of the Company with immediate effect.
Except the above, there were no changes in the Key
Managerial Personnel of the Company.
ii. Re-appointments proposed at the AGM:
> In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Minoshi Maheshwari (DIN: 01575975), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment as a Director, liable to retire by rotation.
> Members of the Company, at the 78th Annual General Meeting of the Company, held on August 25, 2021, approved the appointment of Mr. Mangina Srinivas Rao (DIN: 08095079) as an Independent Director, not liable to retire by rotation, for a period of 3 (Three) years commencing from September 15, 2020. The term of appointment of Mr. Mangina Srinivas Rao is up to September 14, 2023. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 29, 2023 recommended the re-appointment of Mr. Mangina Srinivas Rao as an Independent Director, not liable to retire by rotation, for a second term of five years commencing from September 15, 2023 to September 14, 2028, based on his skills, experience, knowledge and positive outcome of performance evaluation.
12. MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, The Board of Directors of the Company met 6 (six) times on April 25, 2022, May 23, 2022, August 02, 2022, September 05, 2022, November 05, 2022 and February 01, 2023. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act. The details of the meetings are provided in the Corporate Governance Report, which forms a part of this annual report.
13. COMMITTEES OF THE BOARD:
As on March 31, 2023, pursuant to the requirement under the Act and the Listing Regulations, the Board of Directors had the following Committees:
i. Audit Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholdersâ Relationship Committee;
iv. Corporate Social Responsibility Committee and
v. Risk Management Committee.
As on March 31, 2023, the Audit Committee comprises of Mr. Kunal Bhakta, Chairman, Mr. Gandhi Gamji, Member and Mr. Ashish Maheshwari, Member.
The composition, terms of reference of the Committees and number of meetings held during the year are provided in the Corporate Governance Report, which forms a part of this annual report.
During the year, all the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.
14. MEETING OF INDEPENDENT DIRECTORS:
Meeting of the Independent Directors without the presence of Non- Independent Directors and members of Management was duly held on February 20, 2023, where the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board of Directors as a whole, reviewed the performance of Chairperson of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board of Directors.
15. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. Based on the declarations submitted by the Independent Directors, Board is of the opinion that the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the Management.
Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by including/ registering their names in the data bank of Independent Directors maintained with Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.
16. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:
All Directors including Independent Directors go through a structured orientation/ familiarization programme to make them familiar with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of various programmes undertaken for familiarizing the Independent Directors are available on the website of the Company at https://balaxipharma.in/ assets/images/corporatepolicies/FAMILIARIZATION_ PROGRAMME_TO_INDEPENDENT_DIRECTORS_. pdf.
Pursuant to the provisions of the Act and the Listing Regulations, Company has put in place a criteria for annual evaluation of performance of Chairperson, Individual Directors (Independent & Non -Independent), Board Level Committees and the Board as a whole.
Board evaluated the effectiveness of its functioning and that of Committees and of Individual Directors by seeking their inputs on various aspects of Board/ Committee Governance. Aspects covered in the evaluation included criteria of corporate governance practices, role played by the Board in decision making, evaluating strategic proposals, discussing annual budgets, assessing adequacy of internal controls, review of risk Management procedures, participation in the long-term strategic planning, the fulfilment of Directorsâ obligations and fiduciary responsibilities and active participation at Board and Committee meetings. Performance evaluation was made on the basis of structured questionnaire considering the indicative criteria as prescribed by the Evaluation Policy of the Company. The evaluation policy can be accessed on the website of the Company at https://balaxipharma. in/assets/images/corporatepolicies/Board_Evaluation_ Policy.pdf.
In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Board were evaluated.
18. INVESTOR EDUCATION PROTECTION FUND (IEPF):i. Transfer of Un-claimed/Un-paid dividend to Investor Education and Protection Fund
Dividend transferred to Unpaid Dividend Account which remained as unpaid or unclaimed for a period of seven years from the date of such transfer, has to be transferred to Investor Education and Protection Fund as per Section 124 (5) of the Act. In compliance with the above, the Company transferred Rs. 30,675/- (Rupees Thirty Thousand Six Hundred and Seventy-Five only) to the above Fund on November 10, 2022, being the unclaimed dividend for the Financial Year 2014-15.
ii. Transfer of Equity shares to Investor Education Protection Fund
Pursuant to the provisions of the Section 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended) and other applicable rules, notifications and circulars, if any, every Company is required to transfer the shares, in respect of which dividend remains unpaid / unclaimed for a period of seven (7) consecutive years or more, to the Investor Education and Protection Fund.
In compliance with the above, the Company transferred 2,910 (Two Thousand Nine Hundred and Ten) Equity Shares on November 21, 2022, to Investor Education and Protection Fund in respect of which dividend was not claimed for seven consecutive years from the date of transfer to unpaid dividend account of the Company for the respective year(s). The details of the same can be accessed from the website of the Company at https://balaxipharma.in/investor-unclaimed-dividend.
The details of the Nodal Officer appointed under the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, are given below and the same is disseminated on the website of the Company.
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Name of the Nodal Officer |
Mr. Udayan Shukla |
|
|
Designation |
Company Secretary and Compliance Officer |
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Address and Contact Number |
Address: Plot No. 409, H. No. 8-2293, Maps Towers, 3rd Floor, Phase - III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) - 500 096. |
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Contact Number: 91 40 23555300 |
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Email ID |
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19. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Act, it is hereby
confirmed that the Directors have:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
ii. 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 and loss of the Company for that period.
iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. prepared the annual accounts on a going concern basis.
v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi. devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. AUDIT AND AUDITORS:i. Statutory Auditors and their report
The Members of the Company, at the 75th Annual General Meeting (âAGMâ) of the Company held on September 20, 2018, had approved the appointment of M/s P. Murali & Co., Chartered Accountants (Firm registration number: 007257S), as Statutory Auditors of the Company, to hold office from the conclusion of 75th AGM till the conclusion of the ensuing 80th AGM.
In terms of the provisions of Section 139 of the Act, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than 2 (two) terms of 5 (five) consecutive years. M/s P. Murali & Co. is eligible for re-appointment for a further period of five years. After evaluating various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on
May 29, 2023, proposed the re-appointment of M/s P. Murali & Co., as the Statutory Auditors of the Company, for a second term of five consecutive years from the conclusion of 80th AGM till the conclusion of the 85th AGM of the Company to be held in the year 2028. Further, the proposed remuneration payable to M/s P. Murali & Co. for statutory audit services for the financial year ending March 31, 2024, will be in the range of 2 5,00,000/- (Rupees Five Lakhs only) to 2 8,00,000/- (Rupees Eight Lakhs only), plus applicable taxes and out of pocket expenses. Revision, if any, to the statutory audit fees for the remaining part of the tenure, shall be approved by the Audit Committee/ Board of Directors, as may be required. This proposal for re-appointment of Statutory Auditor forms part of the Notice of AGM for your approval.
The Auditors Report for the Financial Year ended March 31, 2023, does not contain any qualification, reservation, adverse remark or disclaimer. The report is enclosed with the financial statements in this Annual Report.
ii. Secretarial Auditors and their report
Section 204 of the Act, inter-alia, requires every listed Company to annex to its Boardâs report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in Practice.
The Board of Directors had appointed BVR & Associates Company Secretaries LLP as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2023 and their report in Form MR-3 is annexed to this Report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimer in the said report except the following:
Based on the aforesaid information provided by the Company, we report that during the financial year under report, the Company has complied with the provisions of the Act/s, Rules, Regulations, Guidelines, Standards, etc. mentioned above and we have not found material observation or instance of non-compliance in respect of the same except that the Company received a letter from NSE for delayed compliance of Regulation 29(2) of SEBI (LODR) Regulations, 2015.
The proposal to recommend the dividend was decided only on the day of the meeting and the same was taken up as any other matter with the permission of the Board. The disclosure was submitted to the exchange after the conclusion of Board Meeting. Company has submitted its response to NSE and has also paid a fine of 2 11,800/- (Rupees Eleven Thousand Eight Hundred only) for the same.
Further, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditors, was submitted to the stock exchanges within the statutory timelines.
The Board of Directors, on the recommendation of the Audit Committee, has re-appointed BVR & Associates Company Secretaries LLP as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial years 2023-24 and 2024-25. They have confirmed their eligibility for the said re-appointment.
iii. Internal Auditors
Internal Audit for the Financial Year 2022-23 was conducted by M/s PCN & Associates, Chartered Accountants, Hyderabad. The idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.
Information required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure C to this report.
Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.
However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
22. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Internal Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.
23. NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with an objective of having a Board with diverse backgrounds and experience. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate
constructively in deliberations and willingness to exercise authority in a collective manner. Policy on appointment and removal of Directors can be accessed at the weblink https://balaxipharma.in/assets/ images/corporatepolicies/POLICY_ON_Director_ APPOINTMENT.pdf.
Based on the recommendations of Nomination and Remuneration Committee, Board approved the Remuneration Policy for Directors, Key Managerial Personnel (KMP) and all other employees of Company. As part of the policy, Company strives to ensure that:
i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
ii. Relationship between remuneration and
performance is clear and meets appropriate performance benchmarks; and
iii. Remuneration to Directors, KMP and senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives, appropriate to the working of Company and its goals.
The salient features of this policy are:
⢠This Policy sets out the guiding principles for
the Human Resources and Nomination and
Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.
⢠It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to NonExecutive Directors.
⢠It lays down the parameters based on which
remuneration (including fixed salary, benefits
and perquisites, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.
The Remuneration Policy for Directors, KMP and other employees can be accessed at the weblink https:// balaxipharma.in/assets/images/corporatepolicies/ Remuneration_Policy.pdf.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management instances of unethical behaviour, fraud or violation of Companyâs code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Audit Committee.
During the year under review, the Company has not received any instances of genuine concerns from Directors or employees under this mechanism. The Company has also hosted the Whistle Blower Policy on the website of the Company and can be accessed at the weblink https://balaxipharma.in/assets/images/ corporatepolicies/BPL_WHISTLE_BLOWER_POLICY. pdf.
25. POLICY ON MATERIAL SUBSIDIARIES:
The Board of Directors of the Company has, in accordance with the Listing Regulations, approved and adopted a Policy for determining material subsidiaries and the said policy as uploaded on the website of the Company can be accessed at the weblink: https:// balaxipharma.in/assets/images/corporatepolicies/03-POLICY_ON_MATERIAL_SUBSIDIARY.pdf.
26. CORPORATE SOCIAL RESPONSIBILITY:
Your Company has always discharged its social responsibility as a part of its Corporate Governance philosophy. We are ethically and socially motivated and have always contributed towards the development of the society at large. For us, business priorities co-exist with social commitments to drive holistic development of people and communities. We seek to touch and transform peopleâs lives by promoting healthcare, education and sustainability.
The Corporate Social Responsibility Committee (âCSR Committeeâ) constituted by the Board of Directors has formulated a Corporate Social Responsibility Policy (âCSR Policyâ) indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR Policy and recommends the amount of expenditure to be incurred towards CSR activities. CSR Committee has met twice during the year under review on August 01, 2022 and November 04, 2022.
|
The CSR Committee comprises of the following directors: |
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|
S. No. |
Name of Committee Members |
Designation in the Committee |
Category of Directorship |
|
1. |
Mrs. Minoshi Maheshwari |
Chairperson |
Non - Executive and Promoter |
|
2. |
Mr. Ashish Maheshwari |
Member |
Executive and Promoter |
|
3. |
Mr. Gandhi Gamji |
Member |
Non-Executive and Independent |
During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made in the Act and the policy is available on the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/CSR_Policy.pdf.
As per the provisions of Section 135 of the Act and the Rules made thereunder, the Company was required to spend 2 33.04 Lakhs for the financial year 2022-23, i.e., at least 2% of the average net profits of the Company made during the three immediately preceding financial years. The Company, however, spent an amount of 2 9.54 Lakhs towards CSR activities during the financial year 2022-23. The unspent amount of 2 23.50 Lakhs relates to an ongoing project and has been transferred to a separate bank account titled âBalaxi Pharmaceuticals Ltd UCSR FY 2022-23â. The amount transferred will be spent within the time limits specified in the Act and the Rules made thereunder.
The brief outline of the CSR Policy of the Company, initiatives undertaken by the Company on CSR activities during the year under review and details regarding CSR Committee are set out in Annexure D of this report as âAnnual Report on CSR Activitiesâ.
The Company has developed and implemented a Risk Management policy detailing risks associated with its business, process of identification of elements of risks, monitoring and mitigation of these risks. The Management of the Company with the help of inhouse team and internal auditor, identifies the risks. Risks are generally associated with the areas of new products, information security, digitization etc. The Company had taken adequate checks and balances to eliminate and minimize the risk through the robust implementation of ERP (SAP) system. The Risk Management Policy of the Company may be accessed at the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/Risk_Management_Policy.pdf.
28. INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Companyâs Chief Financial Officer has overall responsibility for the Management of the Company, including the design, implementation, and monitoring of internal control. Internal controls are implemented by individuals throughout the Company, and it is important that competent, well-trained individuals are involved in the design and oversight of the controls. Audit Committee reviews the adequacy and effectiveness of internal control system and monitors the implementation of audit recommendations.
The Company has implemented adequate procedures and internal control systems which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company is operating in a fully computerized environment and maintains all its records in ERP (SAP) System and the
workflow, approvals are completely routed through ERP(SAP).
The Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organization is in accordance with the approved policies of the Company. Internal Financial Controls were reviewed by the Audit Committee. Further, the Board also reviews effectiveness of the Companyâs internal control system and the Statutory Auditors of the Company also carried out audit of Internal Financial Controls over Financial Reporting of the Company as on March 31, 2023 and issued their report which forms part of the Independent Auditorâs report.
During the period under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans given, guarantees provided and investments made by the Company during the financial year ended March 31, 2023, as required under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.
31. REVISION MADE IN FINANCIAL STATEMENTS/ BOARDâS REPORT:
The Company has not revised the Financial Statements or Boardâs Report in respect of any of the three preceding financial years.
In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors have framed and adopted Code of Conduct (âthe Codeâ) for Directors and Senior Management of the Company. The Code provides guidance on ethical conduct of business and compliance of law. The Code is available on the Companyâs website at https://balaxipharma.in/assets/ images/corporatepolicies/Code_of_Conduct_for_ Board_members_and_the_Senior_Management.pdf.
All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2023. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, is given in the Corporate Governance Report forming part of this Annual Report.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31,
2023 is available on the website of the Company in the Miscellaneous section at https://balaxipharma.in/ investor-annual-report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms part of this Annual Report.
35. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2022-23 were in the ordinary course of business and on an armâs length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companyâs Policy on dealing with Related Party Transactions (âRPT Policyâ). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and are repetitive in nature.
As required under the Indian Accounting Standards, related party transactions are disclosed in Notes to the Companyâs financial statements for the financial year ended March 31, 2023.
In accordance with the requirements of the Listing Regulations, the Company has adopted a Policy on Materiality of Related Party Transactions and the same has been placed on the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/02-POUCY_ON_RELATED_PARTY_ TRANSACTIONS.pdf.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Corporate Governance Report, as required under Regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.
The Practicing Company Secretaryâs Certificate confirming compliance with Corporate Governance norms is attached to the Corporate Governance Report.
Further, as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and CFO is also attached to the Corporate Governance Report.
37. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report (âBRSRâ) of the Company for the Financial year ended March 31, 2023 forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as Annexure E.
39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Company has zero tolerance towards sexual harassment at the workplace. Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company has not received any Complaint of sexual harassment.
The Companyâs equity shares are listed on National Stock Exchange of India Limited (âNSEâ). The Company has paid the listing fees to NSE and the Annual Custody Fee to National Securities Depository Limited and Central Depository Services (India) Limited for the financial year ended March 31, 2023.
41. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:
The Board has formulated a code of internal procedures and conduct to regulate, monitor and report trading by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company in the Investor section at https:// balaxipharma.in/assets/images/corporatepolicies/BPL_ PIT_Code_of_Conduct.pdf.
Further, the Board has also formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âFair Disclosure Codeâ) for fair disclosure of events and occurrences that could impact price discovery in the market for the Companyâs securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company in the Investor section at https://balaxipharma.in/ assets/images/corporatepolicies/Code_of_Practices_ And_Procedures_For_Disclosure_of_UPSI.pdf.
i. The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/ Directors.
ii. The Company has not issued sweat equity shares and shares with differential rights as to dividend, voting or otherwise.
iii. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.
iv. There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.
v. The Company is not required to make and maintain such accounts and cost records as specified by the Central Government under subsection (1) of Section 148 of the Act read with the Companies (Accounts) Rules, 2014.
vi. Pursuant to Section 197 (14) of the Act, the Managing Director of the Company did not receive any remuneration or commission from its subsidiaries/ holding company.
vii. There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
viii. The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.
The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Annual Report and audited
accounts for the year ended March 31, 2015.
The Company has made a net profit of Rs.1023544 /- during the financial
year ended 2014- 15 as compared to the net profit of Rs. 1095288/- for
the previous financial year.
The summarized results of the Company are given below:
Particulars 2014-15 2013-14
Rs. Rs.
Gross Income 2,412,280.17 1,929,172.78
Profit before taxation 1471464.35 1,489,288.29
Provision for taxation 447920.00 394,000.00
Profit after taxation 1023544.35 1095288.29
NON RECURRING AND EXCEPTIONAL ITEMS:
Excess provision created on - -
Income Tax written back
Profit and loss account 335804.00 59,480.41
balance as at April 1,
Available for appropriation 1359348.35 1,154,768.70
Appropriations:
Bonus Issue
Transfer to General Reserve - -
Proposed dividend 912,000.00 700,000.00
Corporate income tax 233119.00 118,965.00
on equity dividend
Profit and Loss Account Balance 214229.35 335,803.70
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
No Material changes and commitments, affecting the financial position
of the Company has been occurred between the end of the financial year
2014-15 and till the date of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was
not any change in the nature of Business.
DIVIDEND
The Directors recommend the payment of 3% dividend for the financial
year ended March 31, 2015. The dividend will absorb Rs.9,12,000/-. The
dividend distribution tax amounting to Rs. 2,33,119/- will also be
absorbed by the company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report [Annexure 1].
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
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.
None of the employees are drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act,2013
CORPORATE GOVERNANCE
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause 49 of the Listing Agreement. All the
Directors (and also the members of the Senior Management) have affirmed
in writing their compliance with and adherence to the Code of Conduct
adopted by the Company. The details of the Code of Conduct are
furnished in the Corporate Governance Report attached to this Report.
The Managing Director has given a certificate of compliance with the
Code of Conduct, which forms part of Annexure-2, as required under
Clause 49 of the Listing Agreement.
The Practicing Company secretary of the Company have examined the
requirements of Corporate Governance with reference to Clause 49 of the
Listing Agreement and have certified the compliance, as required under
Clause 49 of the Listing Agreement. The Certificate in this regard is
attached as Annexure-3 to this Report.
The Managing Director / Chief Financial Officer (CEO/CFO) certification
as required under Clause 41 of the Listing Agreement is attached as
Annexure-4 to this Report.
BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. The Board of Directors met Thirteen times during the year,
the details along with attendance details of which are given in the
Corporate Governance Report that forms part of this Annual Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the Listing Agreement.
SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA
The Nomination and Remuneration Committee works with the Board to
determine the appropriate characteristics, skills and experience for
the Board as a whole and its individual members with the objective of
having a Board with diverse backgrounds and experience in business,
government, education and public service. Characteristics expected of
all Directors include independence, integrity, high personal and
professional ethics, sound business judgment, ability to participate
constructively in deliberations and willingness to exercise authority
in a collective manner. The policy on appointment and removal of
Directors and determining Directors' independence is annexed to this
report [Annexure -5].
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your Company follows a structured orientation and familiarization
programme through various reports/codes/internal policies for all the
Directors with a view to update them on the Company's policies and
procedures on a regular basis. Periodic updates are made at the Board
Meetings on business and performance, long term strategy, initiatives
and risks involved. The details of familiarisation programme have been
posted in the website of the Company under the web link
http://www.anandamrubberco.com/arc/index.php?r=site/corporate
ANNUAL EVALUATION
The Board evaluated the effectiveness of its functioning and that of
the Committees and of individual directors by seeking their inputs on
various aspects of Board/Committee Governance. The aspects covered in
the evaluation included the contribution to and monitoring of corporate
governance practices, participation in the long-term strategic planning
and the fulfillment of Directors' obligations and fiduciary
responsibilities, including but not limited to, active participation at
the Board and Committee meetings. The Board considered and discussed
the inputs received from the Directors. Further, the Independent
Directors at their meeting, reviewed the performance of Board, Chairman
of the Board and of Non- Executive Directors
COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT
Based on the recommendations of the Nomination and Remuneration
Committee, the Board has approved the Remuneration Policy for
Directors, KMP and all other employees of the Company. As part of the
policy, the Company strives to ensure that:
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
b) Relationship between remuneration and performance is clear and meets
appropriate performance benchmarks; and
c) Remuneration to Directors, KMP and senior management involves a
balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and
its goals. The Remuneration Policy for Directors, KMP and other
employees is annexed to this report [Annexure 6].
INDEPENDENT DIRECTORS DECLARATION
The independent Directors have submitted their disclosures to the board
that they fulfill all the requirements as stipulated in section 149(6)
of the Companies Act 2013, so as to qualify themselves to be appointed
as Independent Directors under provisions of the Companies Act 2013 and
the relevant rules. The board of Directors declares that the
appointment of Independent Directors, P P Zibi Jose and Santosh M Sunny
are;
(a) In the opinion of the Board, are persons of integrity and possesses
relevant expertise and experience.
(b) Who were not a promoter of the company or its holding, subsidiary
or associate company
(c) Who are not related to promoters or directors in the company, its
holding, subsidiary or associate company
(d) Who had no pecuniary relationship with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
during the two immediately preceding financial years or during the
current financial year
(e) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two per cent.
or more of its gross turnover of total income or fifty lakh rupees or
such higher amount as may be prescribed, whichever is lower, during the
two immediately preceding financial years or during the current
financial year;
(f) Who, neither himself nor any of his relatives-
1. holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the current financial year in which he/ she is proposed to be
appointed.
2. is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the current financial
year, ofÂ
a. a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
b. any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten per cent. or more of the gross turnover of such firm
3. holds together with his/her relatives two per cent or more of the
total voting power of the company
4. is a Chief Executive or director, by whatever name called, of any
nonprofit organisation that receives twenty-five per cent or more of
its receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company
DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION
Mr. Bobby Jose, Independent Director on the Board for three years
resigned on 20th December 2014 reciting the reason for loss of
independence criteria mentioned in the Companies Act 2013. Mr. V.M
Paulose, Chairman and Mrs. Jaya Paul, Non Executive Director have also
resigned from the board on 25th June 2015 as a part of reconstitution
made in the board for complying the Clause 49 requirement of listing
agreement on board composition.
On the recommendations of the Nomination and Remuneration Committee,
the Board appointed Mr. P.P Zibi Jose and Mr. Santosh M Sunny, as
Independent Directors of the Company with effect from 20th December
2014 for filling the casual vacancy occurred in event of resignation of
Mr. Bobby Jose, Independent Director and for complying the Clause 49
requirement of listing agreement on board composition. However their
appointment is subject to the approval of shareholders in the 72nd
Annual General Meeting. We seek your support in confirming the
appointment of Mr. P.P Zibi Jose and Mr. Santosh M Sunny in the
ensuing Annual General Meeting.
On the recommendations of the Nomination and Remuneration Committee and
in compliance with listing agreement and companies Act 2013, the Board
appointed Mr. Nirej V Paul, Director as Managing Director, Mrs.
Bhagavathy Sankaranarayanan as Company Secretary and Mr. Nidhin Jose as
Chief Financial Officer (CFO) for the company on the board meeting held
on 20th December 2014 with effect from the same day onwards to comply
with requirements of Companies Act 2013. Since Mr. V M Paulose,
chairman resigned from the Board, Dr. Leelamma T J was promoted as the
new chairperson for the company with effect from 25 th June 2015.
RE-APPOINTMENTS
As per the provisions of the Companies Act, 2013, Dr. Leelamma T.J will
retire at the ensuing Annual General Meeting and being eligible, seek
re-appointment. The Board recommends her re-appointment. Sub-section
(13) of Section 149 of Companies Act 2013, provides that the provisions
of retirement by rotation as defined in sub-sections (6) and (7) of
Section 152 of the Companies Act, 2013 shall not apply to Independent
Directors .Hence, none of the Independent Directors retire at the
ensuing Annual General Meeting.
COMPANY SECRETARY AND COMPLIANCE OFFICER
During the year, the board appointed Mrs. Bhagavathy Sankaranarayanan,
as Company Secretary, Key Managerial Personal and Compliance Officer
for the Company. The appointment was effective from 20 th December
2014.
DIRECTORS' RESPONSIBILITY STATEMENT
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the
Board of Directors to the best of their knowledge and ability confirm
that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed; and that no material departures have been
made from the same;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review;
c) the directors 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 fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern
basis;
e) had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS AND INTERNAL CONTROL SYSTEM
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
The Company has implemented and evaluated the Internal Financial
Controls which provide a reasonable assurance in respect of providing
financial and operational information, complying with applicable
statutes and policies, safeguarding of assets, prevention and detection
of frauds, accuracy and completeness of accounting records. The
Directors and Management confirm that the Internal Financial Controls
(IFC) are adequate with respect to the operations of the Company.
The internal audit functions were reviewed periodically by Audit
Committee as well as by the Board. Further, the Board annually reviews
the effectiveness of the Company's internal control system.
RELATED PARTY TRANSACTIONS
During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be
considered material in accordance with the policy of the company on
materiality of related party transactions. Details of the transaction
are provided in Form AOC-2 which is attached as Annexure-7 to this
Report.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at
http://www.anandamrubberco.com/arc/index.php?r=site/corporate.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted
on the website of the Company.
This Policy inter-alia provides a direct access to the Chairman of the
Audit Committee. Your Company hereby affirms that no Director/ employee
have been denied access to the Chairman of the Audit Committee and that
no complaints were received during the year. Brief details about the
policy are provided in the Corporate Governance Report and the Vigil
Mechanism Policy has been uploaded on the website of the Company at
http://www.anandamrubberco.com/arc/index.php?r=site/corporate.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules thereunder. The Company has not
received any Complaint under this policy during the year 2014-15.
RISK MANAGEMENT
The Company has developed and implemented a risk management policy, and
a committee of the Board named as Risk Management Committee has been
formed by the Board to address and evaluate various risks impacting the
Company. The Risk Management Committee has adopted a procedure for
assessment and minimization of probable risks. It ensures that all the
risks are timely defined and mitigated in accordance with the well
structured risk management process.
AUDITORS
STATUTORY AUDITORS
M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528C,
SA Road, Cochin - 36 are the statutory auditors of the Company. Members
of the Company at the Annual General Meeting held on 16 th August, 2014
had approved the appointment of M/s. Mohan and Ravi, Chartered
Accountants, having office at 39/5528 C, SA Road, Cochin - 36 as the
Statutory Auditors for a period of three financial years i.e., up to 31
March, 2017. As required by the provisions of the Companies Act, 2013,
their appointment should be ratified by members each year at the AGM.
Accordingly, requisite resolution forms part of the notice convening
the Annual General Meeting.
SECRETARIAL AUDITORS
Section 204 of the Companies Act, 2013 inter-alia requires every listed
company to annex with its Board's report, a Secretarial Audit Report
given by a Company Secretary in practice, in the prescribed form. The
Board of Directors appointed BVR & Associates, Practicing Company
Secretaries as Secretarial Auditor to conduct Secretarial Audit of the
Company for Financial Year 2014-15 and their report is annexed to this
Board report [Annexure 8]. The findings of the Secretarial audit have
been satisfactory.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT 9 as per provisions of Companies Act, 2013 and rules thereto is
annexed to this report [Annexure 9].
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and Company's operations. However, members' attention is drawn to the
statement on listing status in the director's report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Provisions of Section 186 of the Companies Act, 2013 are given in Note
2.9, 2.10 of the Notes to the financial statements.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
The particulars as prescribed under Sub-section (3) (m) of Section 134
of the Companies Act, 2013, read with Rule 8 of The Companies
(Accounts) Rules, 2014 regarding energy conservation and technology
absorption are not applicable to your Company.
FOREIGN EXCHANGE EARNING AND OUTGO
During the year the Company had no direct Foreign Exchange Earnings and
Expenditure.
DEPOSITS
During the year, the Company has not accepted any deposits under the
Companies Act, 2013.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The company is not having any subsidiaries/Associates / Joint venture.
DE-MATERIALISATION OF SHARES
The Equity shares of the Company have been admitted for Demat with NSDL
& CDSL. The ISIN No. allotted to the Company is INE618N01014.
Shareholders can avail the Demat facility and get their shares in the
physical form dematted. You may contact M/s. SKDC Consultants LTD our
Registrars and Share Transfer Agents, whose address is given hereunder
for any assistance in this regard.
SKDC CONSULTANTS LTD
P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1,
Sathy Road, Ganapathy, Coimbatore - 641006
Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837
E-mail : [email protected]
Website : www.skdc-consultants.com
Share holders are advised to demat their holdings at the earliest.
UNCLAIMED DIVIDEND
The Company is paying continuous dividend for last so many years and it
is noted that some shareholders are not encashing dividend warrants in
time. Pursuant to Section 124 of The Companies Act, 2013 all unclaimed
dividends upto financial year 2006 - 07 have been transferred to
Investor Education and Protection Fund. Unclaimed dividends from the
financial year 2007 - 08 to 2013 - 14 are kept by the company in the
separate bank accounts. Those shareholders failed to collect dividend
in time are advised to write to the company with details so that the
company can sent fresh dividend warrants. Shareholders are requested to
intimate the company any change in their address, registered with
company.
LISTING STATUS
Securities and Exchange Board of India (SEBI) vide Circular
No.CIR/MRD/DSA/14/2012 dated May 30, 2012, had issued revised Exit
Policy for de-recognized/non-operational stock exchanges. Pursuant to
the circular, Madras Stock Exchange has been de-recognized by SEBI,
recently.
Further, as per the above cited circular issued by SEBI on May 30, 2012,
and the Public Notice issued by Madras Stock Exchange Limited (MSE), it
cleared that the Exclusively Listed Companies, which fail to obtain
listing on any other stock exchange, will cease to be a listed company
and will be moved to the Dissemination Board by the exiting stock
exchange. Also, it is to be noted that SEBI has given a time limit of
eighteen months for getting listed with any of the recognized stock
exchanges.
In pursuance to the above notice our company has submitted listing
application with National Stock Exchange of India (NSE) Limited on 19th
January 2015 under listing criteria for Exclusively Listed Companies.
The submitted listing application is under process with the National
Stock Exchange of India (NSE) Limited and the company is hoping to be
get listed very soon.
Madras Stock Exchange has intimated the Company that it has been placed
before Dissemination Board (DB) of National Stock Exchange of India
(NSE) Limited. Under the Dissemination Board mechanism, a willing buyer
and seller will be given an opportunity to disseminate their offers
using the services of brokers of stock exchanges hosting Dissemination
Board.
SHARE TRANSFER SYSTEM
The Company's share-transfer work, physical and electronic form, is
being done by the Registrars and Share Transfer Agents M/s SKDC
CONSULTANTS LTD. Application for share transfer held in physical form
are received both at the Registered Office of the Company and at the
office of the Registrar/Share Transfer Agent of the Company and if the
documents are found to be in order, the transfer work is completed and
the documents are returned with in a period of 30 days from the date of
receipt.
ACKNOWLEDGEMENT
The directors place on record their sincere appreciation for the
continued support extended to the company by the valued customers,
esteemed shareholders, bankers, auditors, company secretaries and
staff. We also express our sincere appreciation for the continued
support extended by Madras Stock Exchange Ltd.
On behalf of the Board of Directors
Dr. Leelamma T.J (DIN: 03407620)
Chairperson
Place: Kochi
Date: 21.08.2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Annual Report and audited
accounts for the year ended March 31, 2014.
The Company has made a net profit of Rs. 1095288/- during the financial
year ended 2013- 14 as compared to the net profit of Rs. 442,132/- for
the previous financial year.
The summarized results of the Company are given below:
2013-14 2013-12
Rs. Rs.
Gross Income 1,929,172.78 861,335.44
Profit before taxation 1,489,288.29 585,132.41
Provision for taxation 394,000.00 143,000.00
Profit after taxation 1095288.29 442,132.41
NON RECURRING AND EXCEPTIONAL ITEMS:
Excess provision created on Income
Tax written back - -
Profit and loss account balance as at
April 1, 2013 59,480.41 350,038.00
Available for appropriation 1,154,768.70 792,170.41
Appropriations:
Bonus Issue - -
Transfer to General Reserve - -
Proposed dividend 700,000.00 630,000.00
Corporate income tax on equity dividend 118,965.00 102,690.00
Profit and Loss Account Balance 335,803.70 59,480.41
Dividend
The Directors recommend the payment of 10% dividend for the financial
year ended March 31, 2014. The dividend will absorb Rs.700, 000/-. The
dividend distribution tax amounting to Rs. 118,965/- will also be
absorbed by the company.
Preferential Issue
Your company proposes to increase the paid up capital by issue of equity
shares on preferential basis in order to strengthen financial base of
the company. By increasing paid up capital, the company is also
targeting to get listed at Bombay Stock Exchange Limited or National
Stock Exchange Limited, since BSE and NSE now allows direct listing of
Regional Stock Exchange listed companies having good compliance record,
continues profitability, dividend track, etc., which our company
satisfies. Since our shares are listed only in Madras Stock Exchange
Limited (MSE) and now MSE has filed their exit application with SEBI, it
becomes desirable to move to any National level Stock Exchange to
continue as a listed company.
Directors' responsibility statement
Pursuant to the requirement of section 217(2AA) of the Companies Act,
1956, and based on the representations received from the operating
management, the directors hereby confirm that:
(i) in the preparation of the annual accounts for the financial year
2013-14, the applicable accounting standards have been followed and
there are no material departures;
(ii) they 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 the financial year;
(iii) they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
Directors
Mr. Vadakkedathu Mathai Paulose and Dr. Leelamma Thenumkal Joseph,
directors who retires by rotation at the ensuing AGM and being
eligible, offer themselves for re-appointment. The Board recommends
their re-appointment.
Auditors
M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C,
SA Road, Cochin - 36, present auditors of the Company, retire at the
ensuing AGM and being eligible, offer themselves for re- appointment.
Certificate from the auditors has been received to the effect that
their re-appointment, if made, would be in accordance with Section
224(1B) of the Companies Act, 1956.
De-materialisation of shares
The Equity shares of the Company have been admitted for Demat with NSDL
& CDSL. The ISIN No. allotted to the Company is INE618N01014.
Shareholders can avail the Demat facility and get their shares in the
physical form dematted. You may contact M/s. SKDC Consultants LTD our
Registrars and Share Transfer Agents, whose address is given hereunder
for any assistance in this regard.
SKDC CONSULTANTS LTD
P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1,
Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835
- 836, Fax : 0422 - 2539837
E-mail : [email protected]
Website : www.skdc-consultants.com
Share holders are advised to demat their holdings at the earliest.
Unclaimed dividend
The Company is paying continues dividend for last so many years and it
is noted that some shareholders are not encashing dividend warrants in
time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed
dividends upto financial year 2005 - 06 have been transferred to
Investor Education and Protection Fund. Unclaimed dividends from the
financial year 2006 - 07 to 2012 - 13 is kept by the company in the
separate bank accounts. Those shareholders failed to collect dividend
in time are advised to write to the company with details so that the
company can sent fresh dividend warrants.
Shareholders are requested to intimate the company any change in their
address, registered with company.
Secretarial Compliance Report
Pursuant to the requirement under Section 383 (A) of the Companies Act,
1956 the Secretarial Compliance Certificate is attached to this report.
Conservation of Energy and Technology Absorption
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) Rules, 1988 regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are not
applicable to the Company.
Foreign Exchange Earning and Outgo
During the year the Company had no direct Foreign Exchange Earnings and
Expenditure.
Personnel
The Company has no employee in respect of whom information under
section 217(2A) of the Companies Act, 1956 is required to be given in
the Directors' Report.
Audit Committee
The Company has constituted the audit committee with the following
members;
1. Bobby J Arakunnel
2. V.M. Paulose
3. Dr. T.J. Leelamma
The Audit Committee reviews all financial statements and conducts
regular inspection of account to ensure that all financial statements
are correct, sufficient and credible.
Shareholders Grievance & Share Transfer Committee
This committee constituted with the following members;
1. Nirej Vadakkedath Paul
2. V.M. Paulose
3. Bobby J Arakunnel
Remuneration Committee
This committee constituted with the following members;
1. Jay a Paul
2. Dr. T.J. Leelamma
3. Bobby J Arakunnel
Internal Control System
The Company has adequate internal control and internal check system
commensurate with size of the organization.
Listing
The equity shares of the company are listed on Madras Stock Exchange
Ltd. The listing fee for the Financial Year 2014 -15 have been paid.
Share Transfer System
The Company's share-transfer work, physical and electronic form, is
being done by the Registrars and Share Transfer Agents. Application for
share transfer held in physical form are received both at the
Registered Office of the Company and at the office of the
Registrar/Share Transfer Agent of the Company and if the documents are
found to be in order, the transfer work is completed and the documents
are returned with in a period of 30 days from the date of receipt.
Acknowledgement
The directors place on record their sincere appreciation for the
continued support extended to the company by the valued customers,
esteemed shareholders, bankers, auditors, company secretaries and
staff.
On behalf of the Board of Directors
(Sd/-)
Mr. Nirej V Paul
Director
(Sd/-)
Ernakulam, 12th July / 2014 Mr. V M Paulose
Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the Annual Report and audited
accounts for the year ended March 31, 2013.
The Company has made a net profit of Rs. 4,42,132/- during the
financial year ended 2012 - 13 as compared to the net profit of Rs.
11,93,144/- for the previous financial year.
The summarised results of the Company are given below:
2012-13 2011-12
Rs. Rs.
Gross Income 861,335.44 1,990,537.00
Profit before taxation 585,132.41 1,410,374.00
Provision for taxation 143,000.00 217,230.00
Profit after taxation 442,132.41 1,193,144.00
NON RECURRING AND EXCEPTIONAL ITEMS:
Excess provision created on Income
Tax written back - 00.00
Profit and loss account balance as
at April 1, 2012 350,038.00 3,099,787.00
Available for appropriation 792,170.41 4,292,931.00
Appropriations:
Bonus Issue - 3,000,000.00
Transfer to General Reserve - 129,293.00
Proposed dividend 630,000.00 700,000.00
Corporate income tax on equity dividend 102,690.00 113,600.00
Profit and Loss Account Balance 59,480.41 350,038.00
Dividend
The Directors recommend the payment of 9% dividend for the financial
year ended March 31, 2013. The dividend will absorb Rs.6,30,000/-. The
dividend distribution tax amounting to Rs.1,02,690/- will also be
absorbed by the company.
Rights Issue
Your company proposes to increase the paid up capital by issue of
equity shares on rights basis in order to strengthen financial base of
the company. By increasing paid up capital the company also aiming to
get listed at Bombay Stock Exchange Limited, since Bombay Stock
Exchange Limited now allows direct listing of Regional Stock Exchange
listed companies having good compliance record, continues
profitability, dividend track, etc.., which our company satisfies.
THE ANANDAM RUBBER COMPANY LIMITED Directors' responsibility statement
In compliance of Section 217 (2AA) of the Companies Act, 1956 as
amended by the Companies (Amendment) Act, 2000, the Directors of the
Company confirm:
* that the applicable accounting standards have been followed in the
preparation of final accounts and that there are no material
departures;
* that such accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at March 31, 2013 and of the profit of the Company for the
year ended on that date;
* that proper and sufficient care 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;
* that the annual accounts have been prepared on a going concern basis.
Directors
Mr. Bobby Jose Arakunnel and Mr. Nirej Vadakkedath Paul retire by
rotation at the ensuing AGM and being eligible, offer themselves for
re-appointment. The Board recommends their re-appointment.
Auditors
M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C,
SA Road, Cochin - 36, present auditors of the Company, retire at the
ensuing AGM and being eligible, offer themselves for re-appointment.
Certificate from the auditors has been received to the effect that
their re-appointment, if made, would be in accordance with Section 224
(1 B) of the Companies Act, 1956.
De-materialisation of shares
The Equity shares of the Company have been admitted for Demat with NSDL
& CDSL. The ISIN No. allotted to the Company is INE618N01014.
Shareholders can avail the Demat facility and get their shares in the
physical form dematted. You may contact M/s. SKDC Consultants LTD our
Registrars and Share Transfer Agents, whose address is given hereunder
for any assistance in this regard.
SKDC CONSULTANTS LTD
P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1,
Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835
- 836, Fax : 0422 - 2539837 E-mail : [email protected]
Website : www.skdc-consultants.com
Share holders are advised to demat their holdings at the earliest.
Unclaimed dividend
The Company is paying continues dividend for last so many years and it
is noted that some shareholders not encashing dividend warrants in
time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed
dividends upto financial year 2004 - 05 have been transferred to
Investor Education and Protection Fund. Unclaimed dividends from the
financial year 2005 - 06 to 2011 - 12 is kept by the company in the
separate bank accounts. Those shareholders failed to collect dividend
in time are advised to write to the company with details so that the
company can sent fresh dividend warrants.
Shareholders are requested to intimate the company any change in their
address, registered with company.
THE ANANDAM RUBBER COMPANY LIMITED
Secretarial Compliance Report
Pursuant to the requirement under Section 383 (A) of the Companies Act,
1956 the Secretarial Compliance Certificate is attached to this report.
Conservation of Energy and Technology Absorption
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) Rules, 1988 regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are not
applicable to the Company.
Foreign Exchange Earning and Outgo
During the year the Company had no direct Foreign Exchange Earnings and
Expenditure.
Personnel
The Company has no employee in respect of whom information under
section 217(2A) of the Companies Act,1956 is required to be given in
the Directors' Report.
Audit Committee
The Company has constituted the audit committee with the following
members;
1. Bobby J Arakunnel
2. V.M. Paulose
3. Dr. T.J. Leelamma
The Audit Committee reviews all financial statements and conducts
regular inspection of account to ensure that all financial statements
are correct, sufficient and credible.
Shareholders Grievance & Share Transfer Committee
This committee constituted with the following members;
1. Nirej Vadakkedath Paul
2. V.M. Paulose
3. Bobby J Arakunnel
Remunaration Committee
This committee constituted with the following members;
1. Jaya Paul
2. Dr. T.J. Leelamma
3. Bobby J Arakunnel
Internal Control System
The Company has adequate internal control and internal check system
commensurate with size of the organization. Listing
The equity shares of the company are listed on Madras Stock Exchange
Ltd. The listing fee for the Financial Year 2013 -14 have been paid.
Share Transfer System
The Company's share-transfer work, physical and electronic form, is
being done by the Registrars and Share Transfer Agents. Application for
share transfer held in physical form are received both at the
Registered Office of the Company and at the office of the
Registrar/Share Transfer Agent of the Company and if the documents are
found to be in order, the transfer work is completed and the documents
are returned with in a period of 30 days from the date of receipt.
Acknowledgement
The directors place on record their sincere appreciation for the
continued support extended to the company by the valued customers,
esteemed shareholders, bankers, auditors, company secretaries and
staff.
On behalf of the Board of Directors
(Sd/-)
Mr. Nirej V Paul -Director
(Sd-)
Ernakulam, Auguest / 30 / 2013 Mr. V M Paulose
Director
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the Annual Report and audited
accounts for the year ended March 31, 2012.
The Company has made a net profit of Rs. 11,93,144/- during the
financial year ended 2011 Â 12 as compared to the net profit of Rs.
29,81,448/- for the previous financial year.
The summarised results of the Company are given below:
2011-12 2010-11
Rs. Rs.
Gross Income 1,990,537.00 3,608,535.00
Profit before taxation 1,410,374.00 3,451,488.00
Provision for taxation 217,230.00 470,000.00
Profit after taxation 1,193,144.00 2,981,488.00
NON RECURRING AND EXCEPTIONAL ITEMS:
Excess provision created on Income
Tax written back - 721.00
Profit and loss account balance as
at April 1, 2011 3,099,787.00 474,276.00
Available for appropriation 4,292,931.00 3,456,485.00
Appropriations: Bonus Issue 3,000,000.00 -
Transfer to General Reserve 129,293.00 298,200.00
Proposed dividend 700,000.00 50,000.00
Corporate income tax on equity dividend 113,600.00 8,498.00
Profit and Loss Account Balance 350,038.00 3,099,787.00
Dividend
The Directors recommend the payment of dividend of Rs. 1 per share (10%)
for the financial year ended March 31, 2012. The dividend will absorb
Rs.7,00,000/-. The dividend distribution tax amounting to Rs.1,13,600/-
will also be absorbed by the Company.
Future Prospects
The present promoters planning to infuse fresh capital to the company at
appropriate time and considering various business proposals to
strengthen the financial base of the company and to increase shareholder
value.
Directors' responsibility statement
In compliance of Section 217 (2AA) of the Companies Act, 1956 as
amended by the Companies (Amendment) Act, 2000, the Directors of the
Company confirm:
* that the applicable accounting standards have been followed in the
preparation of final accounts and that there are no material
departures;
* that such accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at March 31, 2012 and of the profit of the Company for the
year ended on that date;
* that proper and sufficient care 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;
* that the annual accounts have been prepared on a going concern basis.
Directors
Dr. T.J. Leelamma and Ms. Jaya Paul retire by rotation at the ensuing
AGM and being eligible, offer themselves for re-appointment. The Board
recommends their re-appointment.
Auditors
M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C,
SA Road, Cochin - 36, present auditors of the Company, retire at the
ensuing AGM and being eligible, offer themselves for re-appointment.
Certificate from the auditors has been received to the effect that
their re-appointment, if made, would be in accordance with Section 224
(1 B) of the Companies Act, 1956.
De-materialisation of shares
The Equity shares of the Company have been admitted for Demat with
NSDL. The ISIN No. allotted to the Company is INE618N01014.
Shareholders can avail the Demat facility and get their shares in the
physical form dematted. You may contact M/s. SKDC Consultants LTD our
Registrars and Share Transfer Agents, whose address is given hereunder
for any assistance in this regard.
SKDC CONSULTANTS LTD
P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1,
Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835
- 836, Fax : 0422 - 2539837 E-mail : [email protected]
Website : www.skdc-consultants.com
The company's application for allowing Demat facility with CDSL in
still pending. The same is expected to be allowed in 2 to 3 months
time.
Unclaimed dividend
The Company is paying continues dividend for last so many years and it
is noted that some shareholders not encashing dividend warrants in
time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed
dividends upto financial year 2003 - 04 have been transferred to
Investor Education and Protection Fund. Unclaimed dividends from the
financial year 2004 - 05 to 2010 - 11 is kept by the company in the
separate bank accounts. Those shareholders failed to collect dividend
in time are advised to write to the company with details so that the
company can sent fresh dividend warrants.
Shareholders are requested to intimate the company any change in their
address, registered with company.
Secretarial Compliance Report
Pursuant to the requirement under Section 383 (A) of the Companies Act,
1956 the Secretarial Compliance Certificate is attached to this report.
Conservation of Energy and Technology Absorption
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) Rules, 1988 regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are not
applicable to the Company.
Foreign Exchange Earning and Outgo
During the year the Company had no direct Foreign Exchange Earnings and
Expenditure.
Personnel
The Company has no employee in respect of whom information under
section 217(2A) of the Companies Act,1956 is required to be given in
the Directors' Report.
Audit Committee
The Company has constituted the audit committee with the following
members.
1. Bobby J Arakunnel
2. V.M. Paulose
3. Dr. T.J. Leelamma
The Audit Committee reviews all financial statements and conducts
regular inspection of account to ensure that all financial statements
are correct, sufficient and credible.
Internal Control System
The Company has adequate internal control and internal check system
commensurate with size of the organization. Listing
The equity shares of the company are listed on Madras Stock Exchange
Ltd. The listing fee for the Financial Year 2012 -13 have been paid.
Share Transfer System
The Company's share-transfer work, physical and electronic form, is
being done by the Registrars and Share Transfer Agents. Application for
share transfer held in physical form are received both at the
Registered Office of the Company and at the office of the
Registrar/Share Transfer Agent of the Company and if the documents are
found to be in order, the transfer work is completed and the documents
are returned with in a period of 30 days from the date of receipt.
Acknowledgement
The directors place on record their sincere appreciation for the
continued support extended to the company by the valued customers,
esteemed shareholders, bankers, auditors, company secretaries and
staff.
On behalf of the Board of Directors
(Sd/-)
Mr. Nirej V Paul -Director
(Sd/-)
Ernakulam, Aug. 30, 2012 Mr. V M Paulose -Director
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