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 Â
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.
Mar 31, 2010
The Directors take great pleasure in bringing you this 25th Annual
Report for the financial year 2009-2010
- Financial Highlights in the financial year 2009-2010
2009-2010 Rs. 2008- 2009 Rs.
Sales 2713092 3150993
Profit before Depreciation
& Interest (1502906) (1498332)
Less Depreciation 796674 1038348
Less Interest 35532 46557
Profit / (Loss) before Taxation (2335112) (2583237)
Pr ovision for Taxation ----- -----
Profit / (Loss) c/f to
Balance Sheet (2335112) (2583237)
- DIVIDEND: In view of carry forward losses, your Directors do not
recommend any dividend.
- PERFORMANCE: Although the Company has been making several efforts to
improve its profitability, but due to stiff competition in the market,
the Company has not been able to improve and continues to incur heavy
losses.
In the year 2008, it was decided in through the Postal Ballot to
transfer the undertaking to M/s. Vardhaman Drugs Limited or such other
entity as may be deemed prudent. The same is being explored and the
proceeds of Sale of the Undertaking will be utilized in exploring
business opportunities in other growing businesses like Real Estate,
Hospitality Sector etc.
- DELISTING FROM AHMEDABAD STOCK EXCHANGE: The Company is in the
process of delisting of its shares from Ahmedabad Stock Exchange, since
the company has no trading activity on the regional exchange since
January 2005, however the Company shall continue to be listed on Bombay
Stock Exchange.
G DEPOSITS: The Company has not accepted any deposits during the year.
- DIRECTORS: Shri Sunil Shah Director of your Company retires by
rotation in the ensuing Annual General Meeting being eligible, they
offer themselves for re-appointment. The Company proposes to appoint
Mr. Raju Pethare as Independent directors of the Company.
- AUDITORS: It is proposed to reappoint M/S. V. T. & Associates,
Chartered Accountants, as Statutory Auditors of the Company hold office
until the conclusion of the ensuing Annual General Meeting and they are
eligible and have given their consent for such appointment.
- LISTING AGREEMENT: Pursuant to the requirements of the listing
agreement, it is stated that the companys securities are listed at The
Stock Exchange, Mumbai. The company has paid annual listing fees to the
Bombay Stock Exchange, Mumbai.
Q CORPORATE GOVERNANCE: To comply with conditions of corporate
governance pursuant to Clause 49 of the Listing Agreement with the
Stock Exchanges.
- PARTICULARS REGARDING ENERGY CONSERVATION ETC: The particulars
required u/s 217(l)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988 are annexed to the Report.
- INDUSTRIAL RELATIONS: Industrial relations are reasonably stable
throughout the year with signs of growing mutual trust between the
management & employees.
- DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to provisions of Sec.
217(2AA) the Directors confirm that :
à In the preparation of Annual Accounts, the applicable accounting
standards has been followed along with proper explanation relating to
material departures, wherever applicable.
à The Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the State of affairs of
the Company, as at the end of financial year and of the profit or loss
of the company for the year.
à 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.
à The Directors had prepared the annual accounts on a going concern
basis.
Q PARTICULARS OF EMPLOYEES: None of the employees is in receipt of
remuneration as stipulated under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rule 1975.
- APPRECIATION: Your Directors express gratitude to the shareholders
of the Company for the confidence reposed in the management. Your
Directors also take this opportunity to thank them all. Your Director
also appreciation for all the worker, staff and Banks for their support
extended to the Company.
On behalf of the Board of Directors,
SANGLI Dharamchand B. Shah
25/05/2010 Chairman