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Directors Report of Vardhaman Laboratories Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 29th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

(Amt in Rs)

Particulars 2013-2014 2012-2013

Sales & Other Income 1,68,188 94,000

Cost of Sales and Expenditure 3,86,876 3,69,640

Profit/(Loss) Before Depreciation Exceptional and Extraordinary items and Tax (2,18,688) (2,75,640)

Less: Depreciation - -

Profit/(Loss) Before Exceptional and Extraordinary items and Tax (2,18,688) (2,75,640)

Less: Exceptional Items - -

Profit/(Loss) Before Extraordinary items and Tax (2,18,688) (2,75,640)

Add: Extraordinary Items - (1,66,836)

Profit/(Loss) Before Tax (2,18,688) (4,42,476)

Less: Provision Before Tax - Current - (5,16,169)

Deferred - -

Net Profit/(Loss) for the Year (2,18,688) (9,58,645)

During the period under review, the Sales & Other Income were Rs. 1.69 Lacs and the Company has incurred a Net Loss before tax of Rs. 2.19 Lacs.

DIVIDEND:

Keeping in view the financial status of the Company, your Directors do not recommend any dividend.

PUBLIC DEPOSITS:

Your Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

SHARE CAPITAL & LISTING:

Your Company is being traded with Bombay Stock Exchange Limited. The Company provides the facility to all members, investors & shareholders to dematerialise their shares through the services of National Securities Depository Limited.

DIRECTORS:

None of the Directors are disqualified from being appointed as Director as specified under Section 164(2) of the Companies Act, 2013.

As per the provision of the Companies Act, 2013, Mr. Dharamchand Shah will retire in the ensuing AGM and being eligible, seek re-appointment. The Board of Directors recommend his re-appointment.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Umesh Shivgonda Patil, Mr. Dayanand Babajirao Naik & Mr. Rajendra Vitthal Petare, as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

The brief resume of Mr. Dharamchand Shah, Mr. Umesh Shivgonda Patil, Mr. Dayanand Babajirao Naik & Mr. Rajendra Vitthal Petare as required in terms of Clause 49 of the Listing Agreement with the stock exchanges, is included as annexure to this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial Period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

3. That the Directors have taken proper and sufficient care 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;

4. That the Directors have prepared the accounts for the financial Period ended 31st March, 2014 on a "going concern "basis".

AUDITORS:

M/s. Agrawal Naredi & Co., Chartered Accountants, Jalgaon (Firm Registration No. 122480W), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

A resolution seeking members approval for the appointment of the said auditors have been included in the notice for the Annual General Meeting. The Directors recommend their appointment.

AUDITORS OBSERVATIONS:

Observations made in the Auditors'' Report for the year ended 31st March, 2014 are self explanatory and therefore do not require further comments in this Annual Report.

SECTION 383A OF THE COMPANIES ACT, 1956:

The Company has obtained a Compliance Certificate from M/s. V.V. Chakradeo & Co., a Company Secretary in Whole Time Practice confirming that the Company has complied with the provisions of Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time Your Company implemented all of its major stipulation as applicable to the Company. The Statutory Auditors'' certificate dated 29/05/2014, in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed here to and forming part of the Directors'' Report.

DISCLOSURE UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

Information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure forming part of this report. Further, during the year under review, the Company has not transacted in Foreign Exchange.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

ACKNOWLEDGEMENTS:

The Board records its gratitude for all the Bankers of the Company for their continued support and confidence maintained throughout the year and look forward to better the same. Your Board takes this opportunity to record its appreciation to all who have supported the Company in its development.

By Order of the Board of Directors For Vardhaman Laboratories Limited

Place:- Sangli Date: 29/05/2014

Registered Office: Sunil D Shah Dharamchand Shah 1393, Peth Bhag, Managing Director Chairman High School Road, Sangli - 416 416.


Mar 31, 2013

To, The Members, Of Vardhaman Laboratories Limited

The Directors are pleased to present the 28th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

(Amt in Rs)

Particulars 2012-2013 2011-2012

Sales & Other Income 94,000.00 59,46,287.00

Cost of Sales and Expenditure 3,12,626.65 59,14,519.00

Profit/(Loss) Before Depreciation Exceptional (2,18,626.65) 31,768.00 and Extraordinary items and Tax

Less: Depreciation - 1,80,363.00

Profit/(Loss) Before Exceptional and (2,18,626.65) (1,48,595.00)

Extraordinary items and Tax

Less: Exceptional Items - -

Profit/(Loss) Before Extraordinary items and Tax (2,18,626.65) (1,48,595.00)

Add: Extraordinary Items (1,66,835.86) 28,84,565.00

Profit/(Loss) Before Tax (3,85,462.51) 27,35,970.00

Less: Provision Before Tax – Current (5,73,182.00) -

Deferred -

Net Profit/(Loss) for the Year (9,58,644.51) 27,35,970.00



During the period under review, the Sales & Other Income were Rs. 0.94 Lacs and the Company has incurred a Net Loss before tax of Rs. 3.85 Lacs & Net Loss after tax is Rs. 9.58 Lacs.

DIVIDEND:

Keeping in view the financial status of the Company, your Directors do not recommend any dividend.

PUBLIC DEPOSITS:

Your Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

SHARE CAPITAL & LISTING:

Your Company is being traded with Bombay Stock Exchange Limited. The Company provides the facility to all members, investors & shareholders to dematerialise their shares through the services of National Securities Depository Limited.

DIRECTORS:

None of the Directors are disqualified from being appointed as Director as specified under Section 274(1) (g) of the Companies Act, 1956.

Mr. Dharamchand Shah and Mr. Dayanand Naik retire by rotation and being eligible offer themselves for reappointment.

The brief resume of Mr. Dharamchand Shah and Mr. Dayanand Naik, as required in terms of Clause 49 of the Listing Agreement with the stock exchanges, is included as annexure to this Annual Report.

DIRECTORS'' REPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial Period ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

3. That the Directors have taken proper and sufficient care 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;

4. That the Directors have prepared the accounts for the financial Period ended 31st March, 2013 on a "going concern "basis."

AUDITORS:

M/s. Agrawal Naredi & Co., Chartered Accountants, Jalgaon (Firm Registration No. 122480W), hold office until the conclusion of forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

A resolution seeking members approval for the appointment of the said auditors have been included in the notice for the Annual General Meeting. The Directors recommend their appointment.

AUDITORS OBERVATIONS:

Observations made in the Auditors'' Report for the year ended 31st March, 2013 are self explanatory and therefore do not require further comments in this Annual Report.

SECTION 383A OF THE COMPANIES ACT, 1956:

The Company has obtained a Compliance Certificate from M/s. V.V.Chakradeo & Co., a Company Secretary in Whole Time Practice confirming that the Company has complied with the provisions of Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time Your Company implemented all of its major stipulation as applicable to the Company. The Statutory Auditors'' certificate dated 29/05/2012, in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed here to and forming part of the Directors'' Report.

DISCLOSURE UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

Information as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure forming part of this report. Further, during the year under review, the Company has not transacted in Foreign Exchange.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

ACKNOWLEDGEMENTS:

The Board records its gratitude for all the Bankers of the Company for their continued support and confidence maintained throughout the year and look forward to better the same. Your Board takes this opportunity to record its appreciation to all who have supported the Company in its development.



By Order of the Board of Directors

For Vardhaman Laboratories Limited

Sangli, 29th May, 2013

Sd/- Sd/-

Registered Office: Sunil D Shah Dharamchand Shah

1393, Peth Bhag, High School Road, Managing Director Chairman

Sangli – 416 416.


Mar 31, 2012

To,The Members, Of Vardhaman Laboratories Limited

The Directors are pleased to present the 27th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

(Amt in Rs)

FINANCIAL RESULTS

Particulars 2011-2012 2010-2011

Sales & Other Income 59,46,287 1,24,66,143

Cost of Sales and Expenditure 59,14,519 1,30,70,521

Profit/(Loss) Before Depreciation Exceptional and Extraordinary items and Tax 31,768 (604,378)

Less: Depreciation 1,80,363 7,53,243

Profit/(Loss) Before Exceptional and Extraordinary (1,48,595) (13,57,621) items and Tax

Less: Exceptional Items - -

Profit/(Loss) Before Extraordinary items and Tax (1,48,595) (13,57,621)

Add: Exceptional Items 28,84,565 - Profit/(Loss) Before Tax 27,35,970 (13,57,621)

Less: Provision Before Tax - Current - -

Deferred - -

Net Profit/(Loss) for the Year 27,35,970 (13,57,621)

Add: Balance Brought Forward (2,14,73,592) (2,01,15,971)

Profit/(Loss) C/F to Balance Sheet (1,87,37,622) (2,14,73,592)

During the period under review, the Sales & Other Income were Rs.59,46,287 (Rupees Fifty Nine Lacs Forty Six Thousand Two Hundred and Eighty Seven only) and profit before tax was Rs.27, 35, 970 (Rupees Twenty Seven Lacs Thirty Five Thousand Nine Hundred and Seventy only). The Business operations have been scaled down substantially due to sale of manufacturing of Pharmaceutical Formulations business of the Company in the month of November, 2010.

DIVIDEND

Keeping in view the financial status of the Company, your Directors do not recommend any dividend.

PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your company is also making arrangements with the Central Depository Services Limited (CDSL) apart from the ongoing National Depository Services Limited (NSDL) services to provide better facilities to all members, investors and shareholders and to hold the shares in dematerialised form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demat Accounts. The Equity Shares of the Company are listed and being traded with Bombay Stock Exchange Limited.

SALE OF BUSINESS

Your Directors approved the sale of business in the Board Meeting held on 24th September, 2008 and your consent was received u/s 293(1)(a) at the Extra Ordinary General Meeting held on 1st November, 2008. As the final permission from the FDA was received by the company in the month of June 2011 your Company sold its manufacturing facilities of Pharmaceutical Formulations business as a going concern on a slump sale basis to Vardhaman Drugs Limited. Consequently, all the Business Assets and Business Liabilities were taken over by Vardhaman Drugs Limited except certain identified Current Assets and Current Liabilities which were retained in the Company as on 30-6-2011.

DIRECTORS

None of the Directors are disqualified from being appointed as Director as specified under Section 274(1) (g) of the Companies Act, 1956.

Dr. Umesh Patil and Mr. Rajendra Petare retire by rotation and being eligible offer themselves for reappointment.

The brief resume of Dr. Umesh Patil and Mr. Rajendra Petare, as required in terms of Clause 49 of the Listing Agreement with the stock exchanges, is included as annexure to this Annual Report.

DIRECTORS REPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial Period ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

3. That the Directors have taken proper and sufficient care 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;

4. That the Directors have prepared the accounts for the financial Period ended 31st March, 2012 on a "going concern "basis."

AUDITORS

M/s. V. T. & Associates, Chartered Accountants, Sangli, the existing auditors retire at the ensuing Annual General Meeting of the Company. They have expressed their intention of not seeking re-appointment. M/s Agrawal Naredi & Co., Chartered Accountants, Jalgaon have indicated their availability and willingness to be appointed as auditors of the Company.

A resolution seeking members approval for the appointment of the said auditors have been included in the notice for the Annual General Meeting. The Directors recommend their appointment.

AUDITORS OBERVATIONS

Observations made in the Auditors' Report for the year ended 31st March, 2012 are self explanatory and therefore do not require further comments in this Annual Report.

SECTION 383A OF THE COMPANIES ACT,1956

The Company has obtained a Compliance Certificate from M/s. V.V.Chakradeo & Co., a Company Secretary in Whole Time Practice confirming that the Company has complied with the provisions of Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time Your Company implemented all of its major stipulation as applicable to the Company. The Statutory Auditors' certificate dated 29/05/2012, in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed here to and forming part of the Directors' Report.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

Information as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure forming part of this report. Further, during the year under review, the Company has not transacted in Foreign Exchange.

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. The Board records its gratitude for all the Bankers of the Company for their continued support and confidence maintained throughout the year and look forward to better the same. Your Board takes this opportunity to record its appreciation to all who have supported the Company in its development.

By Order of the Board of Directors

For Vardhaman Laboratories Limited

Sd/-

Sunil D Shah

Managing Director

Sangli, 29th May, 2012

Registered Office:

1393, Peth Bhag, High School Road, Sangli - 416 416.

 
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