Mar 31, 2015
Dear Members,
The Directors are delighted to present the 21st Annual Report of your
Company together with the Audited Annual Accounts for the financial
year ended 31st March, 2015.
1. Financial Results
The Financial Performance of your Company for the year ended March 31,
2015 is summarized below
(Amount in Lacs)
Particulars For the year ended
31.03.2015 31.03.2014
Profit before Depreciation & Income Tax (26.53) 164.64
Less: Depreciation 64.90 68.45
Profit after depreciation (91.43) 96.19
Less: Provision for Income Tax: - 18.32
Less/ Add: Deferred tax Saving/Liability (23.92) 31.50
Profit After Taxation (67.51) 46.37
Add: Profit brought Forward 234.86 188.49
Less: Adjustment on account of Depreciation 61.20 --
Balance Carried over to Balance Sheet 106.15 234.86
2. Dividend
In view of insufficiency of profits, your Directors regret their
inability to recommended dividend on equity shares for the year under
review.
3. Reserves
In view of insufficiency of profits, no amount is proposed to be
transferred to Reserves for the year under review.
4. Year under Review & Future Outlook
During the year under review, the export order could not be obtained by
the Company in view of no demand from existing foreign buyer. The
Company expects to get overseas order soon.
5. Change in the nature of business, if any
During the year, there is no change in the nature of business activity
of the company.
6. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
During the period between the end of the financial year of the company
and the date of the report, there are no material changes and
commitments which affect the financial position of the company.
7. Details of significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and company's
operations in future:
During the year, there is no significant and material orders passed by
the Regulators or Courts or Tribunals which impact the going concern
status and company's operations in future.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements:
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the
company's policies, the safeguarding of its asset, the prevention and
detection of fraud and error, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company has no Subsidiary. During the year, no company has become
or ceased as subsidiary/Joint- venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement:
During the year, no consolidated financial statements have been
prepared by the company as the Company has no subsidiary company.
11. Deposits:
Your Company has not accepted any deposits from public within the
meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014, during the year under review. The
details relating to deposits, covered under Chapter V of the Act is as
under-
(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of No
deposits or payment of interest thereon during the year
and if so, number of such cases and the total amount involved
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil
12. Auditors:
In accordance with the provisions of Section 139(1) of the Companies
Act, 2013, the members had at the last Annual General Meeting held on
30th September, 2014 appointed M/s. RMA & Associates, Chartered
Accountants, New Delhi, the Statutory Auditors of the Company
(Registration No. 000978N), for four consecutive financial years, i.e.
from the conclusion of the 20th AGM till the conclusion of the 24th AGM
of the shareholders of the Company. Section 139(1) further provides
that the appointment of statutory auditors shall be placed before the
members at every AGM for ratification.
They have confirmed that their appointment, if ratified, shall be in
accordance with the provisions of Section 139(1) of the Act read with
Companies (Audit and Auditors) Rules, 2014 and that they are not
disqualified for their reappointment as Statutory Auditors of the
Company. They have furnished a certificate of their eligibility
and consent under Section 139(1) and 141 of the Companies Act, 2013 and
the rules framed there under. They have also confirmed that they hold a
valid peer review certificate as prescribed under Clause 41(1)(h) of
the Listing Agreement.
Accordingly, a resolution seeking members' ratification for the
continued appointment of M/s. RMA & Associates, Chartered Accountants,
New Delhi, the Statutory Auditors of the Company is included at Item
No. 3 of the Notice convening the AGM.
The Board recommends the aforesaid resolution for approval of members
COST AUDIT
Pursuant to the various circulars issued by the Ministry of Corporate
Affairs, the Company is required to maintain cost records for all the
products being manufactured by it and get the same audited by a cost
auditor. But due to turnover based criteria as prescribed by Central
Government, cost audit is not required on our company for the year
2015-2016 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.
13. Auditors' Report:
The company always strives to present an unqualified Financial
Statement. However there are some observations on Auditors' in
Auditors' Report at point no. 7(a) & 9 for non-payment of undisputed
statutory dues & bank dues. In this regard, board would like to
clarify that this is a temporary phenomenon as due to some financial
constraints company could not make the payment & the same will be
repaid very soon.
14. Share Capital :
A Issue of equity shares with During the year, company has not
differential rights: issued any equity shares with
differential rights.
B Issue of sweat equity shares During the year, company has
not issue any Sweat equity
shares.
C Issue of employee stock options During the year, company has
not issued employee stock
options.
D Provision of money by company Rs Nil
for purchase of its own shares
by employees or by trustees
for the benefit of employees
E Bonus Shares No bonus shares were issued
during the year under review.
F Conversion of Warrants During the year under review,
there was no increase in
the paid up share capital of the
Company. However, on 15/05/2015,
the Board of Directors of your
Company has converted 40,82,650
share warrants into equitable
number of equity shares issued
earlier to promoters and
non-promoters on 21/11/2013.
Hence, the paid up capital of
the Company stands increased
from Rs. 15,02,87,500/-,
i.e, 1,50,28,750 equity shares
of Rs. 10/- each to
Rs. 19,11,14,000/- ,
i.e,1,91,11,400 equity shares
of Rs. 10/- each.
15. Extract of the annual return (MGT-9):
The extract of the annual return in Form No. MGT-9 is annexed herewith
at Annexure A.
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The company lay focus on Conservation of energy with studies,
discussions and analysis, which are undertaken regularly for further
improvement. In terms of requirements of Section 134 (3) (a) of the
Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules,
2014 the required information relating to, conservation of energy,
technology absorptions and foreign exchange earnings and outgo are
Annexed hereto as Annexure-B
17. Corporate Social Responsibility (CSR) :
In terms of section 135(1) of the Companies Act, 2013, the provisions
of Corporate Social Responsibility are not applicable to the Company.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel Appointment and
Cessation
During the year under review, Ms. Madhu Sharma was appointed as a
Director in the category of Non-Executive, Woman Director of the
Company with effect from 30th September, 2014 in terms of relevant
provisions of the Companies Act, 2013 at the Annual General Meeting
held on 30th September, 2014.
Further, during the year under review, Mr. Sachin Garg was duly
appointed as the Managing Director of the Company w.e.f. 30/09/2014 in
the annual general meeting held on 30/09/2014 for a period of five
years.
Further, in the Board Meeting held on 02/09/2014 Mr. Manoj Kumar Bhatia
was appointed as the Chief Financial Officer of the Company.
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr.
Sachin Garg, Managing Director of the Company, retires by rotation at
the forthcoming AGM, and being eligible, offers himself for
re-appointment.
Mr. Sachin Garg, aged 35 years, is a fellow Member of the Institute of
Chartered Accountants of India. He has rich experience of more than 7
years. He has significant expertise in Corporate Laws, Audit, Finance &
Taxation, Capital Markets, Project Management etc. He has always
demonstrated a certain dynamism and foresight seen in the most
pragmatic of professional.
Mr. Sachin Garg does not hold any shares in the Company. Detail of his
Directorship in other companies is as follows:-
Sl. Directorships in other Public Companies
No.
1 M/s B.P.Capital Limited
2. M/s Onus Plantations & Agro Limited
3. M/s Onshore Shipping Limited
Cessation
Ms. Anjali Kalra, Company Secretary of the Company has tendered her
resignation w.e.f. 08th December, 2014. The Board puts its sincere
appreciation towards the valuable contribution shown by her in meeting
out the Statutory Compliances of the Company.
Further, during the year under review Ms. Vaishali Anand was appointed
as the Company Secretary of the Company, w.e.f. 08th December, 2014.
However, due to some personal reasons she also resigned from the
Company w.e.f. 10th April, 2015.
A. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent
Director of the Company under Section 149(6) of the Companies Act, 2013
read with Clause 49(M)(B) of Listing Agreement confirming that they met
with the criteria of independence as prescribed under the aforesaid
Section and Clause.
B Formal Annual Evaluation
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, during the year, the Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and
Individual Directors including the Chairman of the Board.
The evaluation of Independent Directors was carried out by the entire
Board and that of the Chairman and Non - Independent Directors were
carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
19. Number of meetings of the Board of Directors:
Seven meetings of the Board of Directors were held during the year
20. Committees of the Board:
During the year under, in accordance with the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Board reconstituted some of its
Committees. The Committees are as follows:
* Audit Committee
* Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
* Risk Management Committee
Details of the said Committees alongwith their charters, compositions
and meetings held during the year are provided in the Report of
Corporate Governance as a part of this Annual Report.
21. Board Evaluation:
Clause 49 of the Listing Agreement mandates that the Board shall monitor
and review the Board Evaluation framework. The Companies Act, 2013
provides that a formal annual evaluation needs to be made by the Board
of its own performance and that of its Committees and individual
directors. Schedule IV of the Companies Act, 2013, states that the
performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The board of directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors pursuant to the
provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India
("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the Committee members on the basis of the criteria
such as the composition of committees, effectiveness of Committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of Independent Directors, performance of
non-Independent Directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
22. Policy on Directors' Appointment And Remuneration:
Your Company has a policy to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on March 31,
2015, the Board consisted of 6 members and only 1 (One) is an Executive
Director, 3 are Independent Directors and 2 are non-Independent
Directors including 1 woman Non-Executive Director and 1 Non Executive
Promoter Director.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a Director, and other matters provided under
sub-section (3) of Section 178 of the Companies Act, 2013, adopted by
the Board, is attached as Annexure - C to the Board Report. Further the
remuneration paid to the Directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
23. Risk management policy and Internal Control:
The Company has adopted a Risk Management Policy duly approved by the
Board and also has in place a mechanism to identify access, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
24. Whistle Blower Policy and Vigil Mechanism
Your Company has established a "Whistle Blower Policy" and Vigil
Mechanism for directors and employees to report to the appropriate
authorities concerns about the unethical behavior actual or suspected,
fraud or violation of the Company's code of conduct policy and provides
safeguards against victimization of employees who avail the mechanism
and also provide for direct access to the Chairman of the Audit
Committee. The said policy has been uploaded on the website of the
company. The same can be accessed at the link
http://www.advikindia.com/investor.html
23. Particulars of loans, guarantees or investments under Section 186:
Particulars and details of loan given, investments made or guarantees
given and securities provided, if any, are given in the Notes to the
Financial Statements.
25. Contracts and arrangements with related parties:
During the year under review, no contracts/arrangements/transactions,
has been entered by the company with related parties.
However, as a matter of Company's policy, all
contracts/arrangements/transactions, if any, which will be entered by
the company with related parties would be in the ordinary course of
business and on an arm's length basis and details and prescribed
particulars of all such transactions (if any), will be contained in the
Notes to the Financial Statements
26. Secretarial Audit Report:
In terms of Section 204(1) of the Companies Act, 2013 and the rules
made thereunder, M/s A. K. Friends & Co. was appointed as the
Secretarial Auditor to undertake the Secretarial Audit of the Company
for the F.Y. 2014-15. The report of the Secretarial Audit in Form No.
MR -3 is annexed to & forms part of this Report as Annexure -D.
There are no qualifications, reservations, adverse remarks or
disclaimers given by the Secretarial Auditor in the Report.
27. Corporate Governance:
Your Company comply with the Securities and Exchange Board of India's
guidelines on Corporate Governance in accordance with Clause 49 of the
Listing Agreement with the Stock Exchanges. A separate report on
Corporate Governance alongwith Auditors' Certificate on the compliance
is attached with the Report.
28. Directors' Responsibility Statement:
Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of
the Companies Act, 2013, the Board to the best of its knowledge and
belief confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards read with
requirements set out under schedule III to the Act, have been followed
and 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 that period;
(c) the directors had 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;
(d) the directors have prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating efficiently; and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
29. Particulars of Employees:
There are no employees employed throughout the financial year who were
in receipt of remuneration of Rs. 60 Lacs or more or employed for part
of the year who were in receipt of remuneration of Rs. 5 lacs or more a
month under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith
as Annexure - E.
30. Internal Auditors & Their Report:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and Rules made thereunder, the Company had appointed M/s Sanghi & Co.
as Internal Auditor for the financial year 2014-15.
Internal Financial Control and Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the
company's policies, the safeguarding of its asset, the prevention and
detection of fraud and error, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosure.
The Company has an adequate internal controls system commensurate with
its size and the nature of its business. All the transactions entered
into by the Company are duly authorized and recorded correctly. All
operating parameters are monitored and controlled. The top management
and the Audit Committee of the Board of Directors review the adequacy
and effectiveness of internal control systems from time to time.
31. Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules
thereunder:
Pursuant to the provisions of Section 22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with
Rules thereunder, the Company has not received any complaint of sexual
harassment during the year under review.
32. Human Resources:
Your Company treats its "human resources" as one of its most important
assets. We focus on all aspects of the employee lifecycle. This
provides holistic experience for the employees as well. During their
tenure at the Company, employees are motivated through various skill
development programs. We create effective dialogue through our
communication channels to ensure effective dialogue through our
communication channels to ensure that feedback reach the relevant team,
including leadership.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
33. Segment-wise performance
The Company is into single reportable segment only.
34. Acknowledgements
Your Directors are grateful to the Government of India, the Reserve
Bank of India, the Securities and Exchange Board of India, the Stock
Exchanges and other regulatory authorities for their valuable guidance
and support and wish to express their sincere appreciation for their
continues co-operation and assistance. We look forward for their
continued support in future.
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from banks, customers, vendors,
Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.
For and on behalf of Board
Sd/-
(Peeyush Kumar Aggarwal)
Date: 03rd September, 2015 Chairman
Place: New Delhi DIN : 00090423
Mar 31, 2014
The Members of Advik Laboratories Limited,
The Directors have great pleasure in presenting the 20th Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March, 2014, and Auditors Report thereon.
1. FINANCIAL RESULTS (Rs. in Lacs)
2013-14 2012-13
Gross Sales 2966.30 3385.76
Other Income 61.42 27.02
Gross profit/ (Loss) before interest & dep 280.61 288.71
Interest 115.97 129.31
Depreciation 68.45 57.67
Net Profit/(Loss) for the year 96.19 101.73
YEAR UNDER REVIEW
During the year, although our turnover has been less than the previous
year, but we have doubled our export order as compared to last year
with the help of our quality & timely supply to the foreign buyers.
However due to tough competition and low margins, we could not enhance
our domestic turnover. Hence for achieving the higher profitability,
company is focusing on overseas, mainly African countries markets,
where our credibility & reliability has already been established.
Also the company is making endeavor to establish products in the
European and North American markets. Further, the company had planned
earlier to enter the domestic market. However tight control by
regulatory authorities over price of very large number of formulations,
deferred its plans. As such the company is trying to expand in export
mainly
2. MATERIAL CHANGES
There is no material Changes in the company during the last financial
year 2013-2014 affecting the financial position of the company between
and end of the Financial Year 2013- 14.
3. SHARE CAPITAL OF THE COMPANY
Pursuant to the provisions of Section 81 (1A) and all other applicable
provisions of the Companies Act, 1956, and the as per the provisions of
Chapter VII of the Securities Exchange Board of India( Issue of Capital
and Disclosure Requirements) Regulations, 2009, [SEBI (ICDR)
Regulations, 2009] the preferential Issue was passed by the
Shareholders of the Company through Special Resolution in the last
Annual General Meeting held on 27th September, 2013 to the following
Promoter and Non-Promoter Group:
Promoters/Non- No. of Equity Shares No. of
Promoters Group Warrants
Promoters Group 22,57,650 22,42,350
Non-Promoters Group 34,17,700 18,40,300
The Preferential issue has been successfully done and the shares have
also been listed on the Bombay Stock Exchange. However, trading
approval of the above mentioned equity shares are still pending from
Bombay Stock Exchange.
Further, in accordance with the above said Preferential Issue, the
Company has increased its Authorized Share Capital from Rs.
12,00,00,000/- (Rupees Twelve Crores Only ) to Rs. 20,00,00,000/-
(Rupees Twenty Crores Only). Accordingly the Company has altered its
Memorandum of Association of the Company to take effect of the
aforesaid increase in the Authorised Share Capital of the company in
the Memorandum of Association of the Company.
Further, in accordance with the above said Preferential Issue, the
Company has allotted 56,75,350 equity shares to the Promoters and
Non-Promoter Group & accordingly the paid up share capital of the
company was increase from Rs. 9,35,34,000/- to 15,0287,500/- to during
the year under review.
4. PUBLIC DEPOSIT
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loan and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
5. DIRECTORS
During the year under review, Mr. Varun Aggarwal and Mr. Atul Aggarwal
were appointed on the Board on 18th May, 2013. After that, on 26th
June, 2013, Mr. Rakesh Kumar Gupta was appointed and Mr. Kishan Kumar
put his resignation before the Board. On 31st July, 2013, 2 Directors
were included in the Board, name, Mr. Peeyush Kumar Aggarwal and Mr.
Sachin Garg. Mr. Varun Aggarwal, Mr. Atul Aggarwal and Mr. Rakesh Kumar
Gupta were resigned on 7th August, 2013 and Mr. Kamal Kishore Sharma
was appointed on 12th August, 2013.
Mr. F.M. Banthiya and Mr. A.P. Jain, Independent Directors of the
Company had resigned from the Board with effect from 28th November,
2013 and your Board had appointed, Mr. Brahm Dutt Sharma and Mr. Manoj
Kumar Jain as Additional Independent Directors of the Company with
effect from 26th December, 2013
Mr. V.K. Jain, Managing Director of the company has also resigned from
the Post of Managing Director and as well as Director of the Company
with effect from 1st February, 2014.
Mr. Brahm Dutt Sharma, was appointed as an Additional Director in the
category of Non- Executive, Independent Director of the Company with
effect from 26th December, 2013. As per Section 161(1) of the Companies
Act, 2013, Mr. Brahm Dutt Sharma will hold office of Director upto the
date of the ensuing AGM. Appropriate resolution seeking your approval
for the appointment of Mr. Brahm Dutt Sharma as an Independent Director
of the Company for five consecutive years forms part of the notice
calling AGM.
Mr. Manoj Kumar Jain, was appointed as an Additional Director in the
category of Non- Executive, Independent Director of the Company with
effect from 26th December, 2013. As per Section 161(1) of the Companies
Act, 2013, Mr. Manoj Kumar Jain will hold office of Director upto the
date of the ensuing AGM. Appropriate resolution seeking your approval
for the appointment of Mr. Manoj Kumar Jain as an Independent Director
of the Company for five consecutive years forms part of the notice
calling AGM.
In order to meet the requirements of Section 203 of the Companies Act,
2013, the Board of Directors of the Company has also proposed to
appoint Mr. Sachin Garg as a Managing Director of the Company for a
period of five years whose term of office is liable to determination by
retire of Directors by rotation. Appropriate resolution seeking your
approval for the above appointment of Mr. Sachin Garg as a Managing
Director of the Company, liable to retire by rotation, forms part of
the notice calling the AGM.
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
which came into effect from 01st April, 2014 and Rules framed
thereunder, every listed public company is required to have atleast one
Woman Director. The Board has recommended the appointment of Ms. Madhu
Sharma as an Independent Woman Director for a term of five years from
the date of her appointment.
Mr. Sachin Garg, Director of the Company, retires by Rotation at the
ensuing Annual General Meeting of your Company and being eligible, has
offered himself for re- appointment. Your Board has recommended his
re-appointment.
In accordance with the provisions of Section 149 of the Companies Act,
2013 and the Rules made thereunder, which came into effect from April
1, 2014, approval of the Members will be sought at the ensuing Annual
General Meeting of the Company for formalizing the appointment of Mr.
Kamal Kishore Sharma as an Independent Director of the Company whose
office shall not be liable to retire by rotation for a consecutive 5
years from the date of this AGM.
Your Company has received declarations from all the Independent
Directors of the Company confirming that they met with the criteria of
independence as prescribed both under sub- section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Brief resumes of the Directors who are proposed to be appointed/
re-appointed is furnished in the explanatory statement to the notice of
the ensuing Annual General Meeting forming part of this Annual Report.
6. AUDITORS
M/s RMA & Associates, Chartered Accountants, the existing Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
Further, as per the provisions of the Section 139 of Companies Act,
2013, the Statutory Auditor of the Company can be appointed for a term
of five consecutive years subject to the ratification of their term at
every Annual General Meeting. As RMA & Associates has also been
appointed as the Statutory Auditors in the 19th Annual General Meeting,
so now they will be appointed for a term of next four years. A
certificate as per the provisions of Companies Act, 2013 regarding
their eligibility for the proposed re-appointment has been obtained
from them. Your Directors recommend their re- appointment.
Cost Audit
Pursuant to the various circulars issued by the Ministry of Corporate
Affairs, the Company is required to maintain cost records for all the
products being manufactured by it and get the same audited by a cost
auditor.
M/s H A M & Associates, Cost Accountant has been appointed as the Cost
Auditor of the company to conduct cost audit of the cost accounts
maintained by the company for the financial year 2014-15.
The remuneration of the cost auditor for the financial year 2014-15 is
subject to ratification by the shareholders. Accordingly a relevant
Resolution in item no. 9 to the notice has been included in the notice
of the ensuing Annual General Meeting.
7. AUDIT COMMITTEE
As on 31st March, 2014, the Audit Committee of the company was
comprised of three Non Executive Directors namely, Mr. Kamal Kishore
Sharma, Mr. Brahm Dutt Sharma and Mr. Sachin Garg. Mr. Kamal Kishore
Sharma, a Non Executive Independent Director, is the Chairman of the
Audit Committee. The Committee works as per the requirement of Section
177 of the Companies Act, 2013 and the Clause-49 of the Listing
Agreement on Corporate Governance. The Audit Committee meets at
periodic intervals to transact the business as per the terms of
reference made to it in the light of requirements of Section 177 of the
Companies Act, 2013 and the Clause-49 of the Listing Agreement on
Corporate Governance.
8. BOARD''S COMMENT ON AUDITOR''S REPORT
The company always strives to present an unqualified Financial
Statement. There is no Audit qualification by Auditors in the Auditor''s
Report as to financial statements of the company for the financial year
2013-14.
9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors'' Responsibility Statement, it is hereby confirmed that:-
I. In the preparation of the annual accounts for financial year ended
31st March, 2014, the applicable Accounting Standards have been
followed along with proper explanation
relating to material departures. .
II. The Directors had 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 as at 31st March, 2014 and of the profit of the Company
for the year under review.
III. The Directors had 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; and
IV. The Directors had prepared the annual accounts for financial year
ended 31st March, 2014 on a ''going concern basis''.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report, pursuant to
Clause 49 of the Listing agreement are annexed hereto, forming integral
part of this report.
11. SAFETY & ENVIORNMENT
The company continued to maintain a good safety record. The
manufacturing facility of the company is environment friendly & the
company maintains all safety majors.
12. PARTICULARS OF EMPLOYEES
In terms of Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, None of the employee
is receiving remuneration above the limit therefore no particulars is
required to be given.
13. REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause-49 of the Listing Agreement with the Stock
Exchanges, a report on Corporate Governance along with Auditor''s
Certificate on its compliance report is annexed hereto (Annexure-B)
forming integral part of this report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The Company lay focus on Conservation of energy with studies,
discussions and analysis, which are undertaken regularly for further
improvements. In terms of requirements of 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 the required
information relating to, conservation of energy, technology absorptions
and foreign exchange earnings and outgo are Annexed hereto as
Annexure-A.
15. LISTING
The Shares of your company continued to be listed on the Bombay Stock
Exchange Limited and Ahmedabad Stock Exchange Limited. Both these Stock
Exchanges have nationwide terminals and therefore,
shareholders/investors are not facing any difficulty in trading the
shares of the Company from any part of the country. The Company has
paid annual Listing fee for the Financial Year 2014-15 to the Bombay
Stock Exchange Limited.
16. INDUSTRIAL RELATIONS
During the period under review the industrial relations in the company
were peaceful, harmonies & cordial.
17. ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
By order of the Board of Directors
For Advik Laboratories Limited
Sd/-
Place: New Delhi (Peeyush Kumar Aggarwal)
Dated: 02.09.2014 Chairman
DIN-00090423
Mar 31, 2013
To The Members of Advik Laboratories Limited,
The Directors have great pleasure in presenting the 19th Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March 2013, and Auditors Report thereon.
1. FINANCIAL RESULTS (Rs. in Lacs)
2012-13 2011-12
Gross Sales 3385.76 1986.41
Other Income 27.02 18.13
Gross profit/ (Loss) before interest & dep. 288.71 145.73
Interest 129.31 91.08
Depreciation 57.67 53.42
Net profit/ (Loss) for the year 101.73 1.23
2. YEAR UNDER REVIEW
During the year, turnover of the company has increased more than 64% as
compared to previous year. We have achieved a record turnover Rs 32.03
Crores which includes export turnover of around 5.00 Crores to African
& Russian countries & with this step ahead company has successfully
entered in both the valuable markets in terms of Pharmaceutical
products. Due to high praise received from our foreign clients for the
quality of our products, the company has received the export orders of
around 10.00 Crores in the month of Sept. 2013 from our overseas buyers
& we expect to get 20-25 Crores orders from these countries in the
financial year 2013-14.
Beside this company is making endeavor to establish their products in
the European and North American markets also. Further, company was
planning to enter in the ethical division during the year 2013-14, but
due to Govt. of India policy of fixing the prices of around more than
268 formulations & turning the same from Branded to Generic names,
company is now diversifying towards exports more instead of domestic
market.
3. MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
4. PUBLIC DEPOSIT
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loan and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
5. DIRECTORS
There is no change in Board of Director of the Company during the year
under review.
After the year under review, your Board had appointed Mr. Varun
Aggarwal, Mr. Atul Aggarwal, Mr. Rakesh Kumar Gupta, Mr. Peeyush Kumar
Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as Additional
Directors of the Company with effect from May 18, 2013, June 26, 2013,
July 31, 2013 and August 12, 2013 respectively.
Mr. Varun Aggarwal and Mr. Atul Aggarwal promoter directors & Mr.
Rakesh Kumar Gupta, Independent Director of the Company has resigned
from the Board with effect from August 07, 2013.
Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore
Sharma vacate their office at the ensuing Annual General Meeting and
all of the abovementioned Directors have filed their requisite consent
to act as a Director of the Company. Notice has been received from a
Member of the Company under Section 257 of the Companies Act, 1956 for
the appointment of Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr.
Kamal Kishore Sharma as Directors of the Company.
Appropriate resolution seeking your approval to the appointment of Mr.
Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as
Director of the Company is appearing in the Notice convening the Annual
General Meeting of the Company.
Mr. A. P. Jain, Director, retires by rotation at the ensuing Annual
General Meeting of your Company and being eligible, has offered himself
for re-appointment. Your Board has recommended his re-appointment.
6. AUDITORS
M/s VBR & Associates, New Delhi, Chartered Accountants, the existing
Auditors of the Company have expressed their inability to continue as
the statutory auditors of the Company due to some unavoidable reasons.
Hence, the Board of Directors has proposed to appoint M/s. RMA &
Associates, Chartered Accountants, as the Statutory Auditors of the
company for the financial year 2013-14 to fill the vacancy that has
arised due to the resignation of the erstwhile Statutory Auditors of
the company to hold the office till the conclusion of the next AGM.
The Board has obtained the certificate from M/s RMA & Associates,
Chartered Accountants, that their appointment, if made, will be within
the limits specified under Section 224(1B) of the Companies Act, 1956 &
they are not disqualified for such appointment within the meaning of
Section 226 of the Companies Act, 1956.
Cost Audit
Pursuant to Section 233B of the Companies Act, 1956, the Central
Government has prescribed cost audit of the Company''s Pharmaceuticals
products. Based on the recommendations of the Audit Committee, and
subject to the approval of the Central Government, the Board of
Directors has appointed M/s Harendra Singh & Company as Cost Auditors
of the Company for the financial year 2013-14.
6. AUDIT COMMITTEE
During the year under review the Audit Committee of the company was
comprised of three Non Executive Directors namely Mr. F. M. Banthiya,
Mr. Kishan Kumar & Mr. A. P. Jain. Mr. F. M. Banthiya, a Non Executive
Independent Director, is the Chairman of the Audit Committee. The
Committee works as per the requirement of Section 292 A of the
Companies Act, 1956 and the Clause-49 of the Listing Agreement on
Corporate Governance. The Audit Committee meets at periodic intervals
to transact the business as per the terms of reference made to it in
the light of requirements of Section 292 A of the Companies Act, 1956
and the Clause-49 of the Listing Agreement on Corporate Governance.
8. BOARD''S COMMENT ON AUDITOR''S REPORT
The company always strives to present an unqualified Financial
Statement. There is no Audit qualification by Auditors in the Auditor''s
Report as to financial statements of the company for the financial year
2012-13.
9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors'' Responsibility Statement, it is hereby confirmed that:-
I. In the preparation of the annual accounts for financial year ended
31st March, 2013, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures.
II. The Directors had 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 as at 31st March, 2013 and of the profit of the Company
for the year under review.
III. The Directors had 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; and
IV. The Directors had prepared the annual accounts for financial year
ended 31st March, 2013 on a ''going concern basis''.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report, pursuant to
Clause 49 of the Listing agreement are annexed hereto, forming integral
part of this report.
11. SAFETY & ENVIORNMENT
The company continued to maintain a good safety record. The
manufacturing facility of the company is environment friendly & the
company maintains all safety majors.
12. PARTICULARS OF EMPLOYEES
In terms of Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, None of the employee
is receiving remuneration above the limit therefore no particulars is
required to be given.
13. REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause-49 of the Listing Agreement with the Stock
Exchanges, a report on Corporate Governance along with Auditor''s
Certificate on its compliance report is annexed hereto (Annexure-B)
forming integral part of this report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The Company lay focus on Conservation of energy with studies,
discussions and analysis, which are undertaken regularly for further
improvements. In terms of requirements of 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 the required
information relating to, conservation of energy, technology absorptions
and foreign exchange earnings and outgo are Annexed hereto as
Annexure-A.
15. LISTING
The Shares of your company continued to be listed on the Bombay Stock
Exchange Limited and Ahmadabad Stock Exchange Limited. Both these Stock
Exchanges have nationwide terminals and therefore,
shareholders/investors are not facing any difficulty in trading the
shares of the Company from any part of the country. The Company has
paid annual Listing fee for the Financial Year 2013-14 to the Bombay
Stock exchange Limited. Further Annual custodial fee has also been
paid to CDSL.
16. INDUSTRIAL RELATIONS
During the period under review the industrial relations in the company
were peaceful, harmonies & cordial.
17. DIVESTING OF THE SHAREHOLDING BY EXISTING PROMOTERS
On June 20, 2012, the promoters of the Company namely Mr. Varinder
Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud
Jain and M/s Advik Finance & Properties Pvt. Ltd. ("Sellers") have
entered into a Share Purchase Agreement ("SPA") with M/s Omkam
Pharmaceuticals Private Limited ("Acquirer"), a company incorporated
under the Companies Act, 1956 and having its registered office at 702,
Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi-
110001 for the sale of their entire shareholding constituting 24,84,837
(Twenty Four lacs Eighty Four Thousand Eight Hundred Thirty Seven Only)
fully paid-up Equity Shares ("Sale Shares") of face value of Rs.10
(Rupees Ten) each representing 26.57% of the paid up equity share
capital of the Company at a price of Rs. 5/- (Rupees Five Only) per
fully paid-up equity shares along with complete change in control to
M/s Omkam Pharmaceuticals Private Limited.
Pursuant to the above SPA, the Acquirer has made an Open Offer to the
shareholders of the Company. The aforesaid Open Offer process has now
been completed and the shares owned by the erstwhile promoters of the
Company namely Mr. Varinder Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain,
Mr. Aditya Jain, Ms. Kumud Jain and M/s Advik Finance & Properties Pvt.
Ltd. have been transferred to M/s Omkam Pharmaceuticals Private Limited
along with the complete control pursuant to the aforesaid Share Purchase
Agreement. Hence, at present M/s Omkam Pharmaceuticals Private Limited
is the sole promoter of the Company.18.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
On behalf of the Board of Directors
For ADVIK LABORATORIES LTD.
Sd/-
Place: New Delhi (V.K.Jain)
Date: 19th August, 2013 Managing Director
Mar 31, 2012
To The Members of Advik Laboratories Limited,
The Directors have great pleasure in presenting the 18th Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March 2012, and Auditors report thereon.
1. FINANCIAL RESULTS
(Rs. in Lacs)
2011-12 2010-11
Gross Sales 1950.89 2210.15
Other Income 53.66 62.97
Gross profit/ (Loss) before
interest & dep. 145.73 66.56
Interest 91.08 75.63
Depreciation 53.42 51.54
Net profit/ (Loss) for the year 1.23 (60.61)
2. YEAR UNDER REVIEW
During the year, although the turnover of the company is lesser as
compared to previous year, but due to control on various overheads &
company's cost efficient programme & inspite of higher rate of interest
on term loan & cash credit limit, your company has earned cash profit
of Rs. 54.65 lacs. Due to our ultra modern infrastructure & WHO-GMP
certification, we have made certain head ways in the field of export to
Russian & African Countries, the result of which are expected to come
in the following years. Your company is now focusing only on Export
markets, as the margin in export is substantially higher as compared to
domestic market & less competition, being a WHO-GMP Certified Company.
3. MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
4. PUBLIC DEPOSIT
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loan and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
5. DIRECTORS
Mr. F.M.Banthiya is the Director Liable to retire by rotation and being
eligible offers himself for re-appointment.
6. AUDIT COMMITTEE
During the year under review the Audit Committee of the company
comprised three Non Executive Directors namely Mr. F. M. Banthiya,
Kishan Kumar & A.P.Jain. Mr. F.M.Banthiya, Non Executive Independent
Director is the Chairman of the Audit Committee. The Committee works as
per the requirement of Section 292 A of the Companies Act, 1956 and the
Clause-49 of the Listing Agreement on Corporate Governance. The Audit
committee meets at periodic intervals to transact the business as per
the terms of reference made to it in the light of requirements of
Section 292 A of the Companies Act, 1956 and the clause-49 of the
Listing Agreement on Corporate Governance.
7. AUDITORS
M/s VBR & Associates New Delhi Chartered Accountants are the Auditors
of the Company and they retire at the ensuing Annual General Meeting
and being eligible offer themselves for reappointment. The company has
received a certificate from the retiring auditors to the effect that
the appointment, if made, will be in accordance with the limit as
specified in Section 224(1B) of the Companies Act, 1956 & that he is
not disqualified for such appointment within the meaning of Section 226
of the Companies Act, 1956.
Cost Audit
Pursuant to Section 233B of the Companies Act, 1956, the Central
Government has prescribed cost audit of the Company's Pharmaceuticals
products. Based on the recommendations of the Audit Committee, and
subject to the approval of the Central Government, the Board of
Directors has appointed M/s Harendra Singh & Company as Cost Auditors
of the Company for the financial year 2011-12 & 2012-13.
The due date of filing & Actual date of filing of Cost Audit Report are
as under:- Due Date of Filing Cost Audit Report in XBRL Mode: 31st
December, 2012 Actual Date of Filling Cost Audit Report in XBRL Mode:
Final notification of MCA awaited.
8. BOARD'S COMMENT ON AUDITOR'S REPORT
The company always strives to present an unqualified Financial
Statement. There is no Audit qualification by Auditors in the Auditor's
Report as to financial statements of the company for the year 2011-12.
9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors' Responsibility Statement, it is hereby confirmed that:-
I. In the preparation of the annual accounts for financial year ended
31st March, 2012, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures.
II. The Directors had 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 as at 31st March, 2012 and of the profit of the Company
for the year under review.
III. The Directors had 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; and
IV. The Directors had prepared the annual accounts for financial year
ended 31st March, 2012 on a 'going concern basis'.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report, pursuant to
Clause 49 of the Listing agreement are annexed hereto, forming integral
part of this report.
11. SAFETY & ENVIORNMENT
The company continued to maintain a good safety record. The
manufacturing facility of the company is environment friendly & the
company maintains all safety majors.
12. PARTICULARS OF EMPLOYEES
In terms of Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, None of the employee
is receiving remuneration above the limit therefore no particulars is
required to be given.
13. REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause-49 of the Listing Agreement with the stock
Exchanges, a report on Corporate Governance along with Auditor's
Certificate on its compliance report is annexed hereto (Annexure-B)
forming integral part of this report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The Company lay focus on Conservation of energy with studies,
discussions and analysis, which are undertaken regularly for further
improvements.
In terms of requirement of 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 the required information relating to,
conservation of energy, technology absorptions and foreign exchange
earnings and outgo are Annexed hereto as Annexure-A.
15. LISTING
The Shares of your company continued to be listed on the Bombay Stock
exchange Limited and Ahmedabad Stock Exchange Limited. Both these Stock
Exchanges have nationwide terminals and therefore,
shareholders/investors are not facing any difficulty in trading the
shares of the Company from any part of the country. The Company has
paid annual Listing fee for 2012-13 to the Bombay Stock exchange
Limited. Further Annual custodial fee has also been paid to CDSL.
16. INDUSTRIAL RELATIONS
During the period under review the industrial relation in the company
was peaceful, harmonies & cordial.
17. DIVESTING OF THE SHAREHOLDING BY EXISTING PROMOTERS
On June 20, 2012, the promoters of the Company namely Mr. Varinder
Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud
Jain and M/s Advik Finance & Properties Pvt. Ltd. ("Sellers") have
entered into a Share Purchase Agreement ("SPA") with Omkam
Pharmaceuticals Private Limited ("Acquirer"), a company incorporated
under the Companies Act, 1956 and having its registered office at 702,
Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi-
110001 for the sale of their entire shareholding constituting 24,84,837
(Twenty Four lacs Eighty Four Thousand Eight Hundred Thirty Seven Only)
fully paid-up Equity Shares ("Sale Shares") of face value of Rs.10
(Rupees Ten) each representing 26.57% of the paid up equity share
capital of the Company at a price of Rs. 5/- (Rupees Five Only) per
fully paid-up equity shares along with complete change in control.
Pursuant to the above SPA, the Acquirer has made an Open Offer to the
shareholders of the Company which is in process with SEBI. On the
completion of all offer formalities relating to Open Offer, the sale
shares will be transferred in the name of the Acquirer along with
complete control.
18. ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
On behalf of the Board of Directors
For ADVIK LABORATORIES LTD.
Sd/- Sd/-
Place: Sohna, Mewat ( V.K.Jain) (A.P.Jain)
Date: 03.09.2012 Managing Director Director
Mar 31, 2010
The Directors have great pleasure in presenting the 16th Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March 2010, and Auditors report thereon.
1. FINANCIAL RESULTS (Rs. in Lacs)
2009-10 2008-09
Gross Sales 1879.14 1200.01
Other Income 81.31 3.52
Gross profit/ (Loss) before
interest & dep. 86.93 48.07
Interest 31.54 31.12
Depreciation 40.25 35.80
Net profit/ (Loss) for the year 15.14 (18.85)
2. REVIEW OF OPERATIONS
During the year under review the turnover of your company has gone up
by 57% as compared to previous year, due to that company earned the
profit of Rs. 15.14 lacs as compared to the previous year loss of Rs.
18.85 lacs. As earlier said, the manufacturing facility of the company
was operating fully due to modernization work for the obtaining of
WHO-GMP certification, but as on date we have completed our Ground
Floor as per the guidelines of WHO-GMP from where we can manufacture
Non Beta-lactum medicines & the modernization work is also going on at
the first floor, which is our Beta-Lactum section. After completing
both the sections, we would be able to get WHO-GMP certificate, which
leads to more turnover through exports from the International market &
better profitability in the near future.
3. FUTURE OUTLOOK
During the year, your Company has participated to various exhibitions
organized in different countries like Vietnam, South Africa etc. &
received many export enquires from the overseas buyers, who are very
much interested to buy our products, but this will only be possible &
beneficial once we get the WHO-GMP certificate, because the
profitability is quite high in Export. Company is taking necessary
steps to move further in this direction & very much optimistic to
succeed, as pharma product of Indian WHO certified manufacturers are
accepted worldwide.
4. FIXED DEPOSIT
The company has not accepted any fixed Deposits within the meaning of
Section 58 A of the Companies Act, 1956 and the rules made there under.
5. DIRECTORS
a. Mr. Kishan Kumar is the Director liable to retire by rotation and
being eligible offers himself for reappointment.
Mr. Kishan Kumar is aged around 35 years and having very rich
experience in this field. Mr. Kishan Kumar is Non Executive
Independent Director since 29.01.09 and is member of the Audit
Committee & Remuneration Committee. He is the member of the Share
Transfer Committee as well as member of the Shareholder Grievance
Committee of your company.
Being eligible he offers himself for re-appointment in terms of section
256 of the Companies Act 1956. Keeping in mind his rich experience and
qualification, your Board of Directors recommends him for
re-appointment.
None other than Mr. Kishan Kumar is interested in this resolution.
b. During the period Mr. A.P.Jain who was appointed as Additional
Director of the company on 14.05.10 and who shall hold office upto the
date of ensuing Annual General Meeting of the Company. He has offered
his candidature to be appointed as Director of the Company. Therefore,
Board of Directors hereby recommends his appointment as Non Executive
Independent Director of the Company.
c. Mr. Sushil Kumar Singh has resigned from the directorship of the
Company with effect from 01.04.10. The Board places on record his
sincere contribution towards the growth of the Company.
6. AUDIT COMMITTEE
During the year under review the Audit Committee of the company
comprised three Non Executive Directors namely Mr. F. M. Banthiya,
Sushil Kumar singh & Kishan Kumar. Mr. F.M.Banthiya, Non Eecutive
Independent Director is the Chairman of the Audit Committee. However,
pursuant to resignation Mr. Sushil Kumar Singh w.e.f. 01.04.10, the
Audit Committee has been re-constituted & Mr. A.P.Jain is the member of
the Audit Committee w.e.f. 14.05.10. The Committee works as per the
requirement of Section 292 A of the Companies Act, 1956 and the
Clause-49 of the Listing Agreement on Corporate Governance. The Audit
committee meets at periodic intervals to transact the business as per
the terms of reference made to it in the light of requirements of
Section 292 A of the Companies Act, 1956 and the clause-49 of the
Listing Agreement on Corporate Governance.
7. AUDITORS
M/s VBR & Associates New Delhi Chartered Accountants are the Auditors
of the Company and they retire at the ensuing Annual General Meeting
and being eligible offer themselves for reappointment. The company has
received a certificate from the retiring auditors to the effect that
the appointment, if made, will be in accordance with the limit as
specified in Section 224(1B) of the Companies Act, 1956 & that he is
not disqualified for such appointment within the meaning of Section 226
of the Companies Act, 1956.
8. BOARDS COMMENT ON AUDITORS REPORT
The company always strives to present an unqualified Financial
Statement. There is no Audit qualification by Auditors in the Auditors
Report as to financial statements of the company for the year 2009-10.
9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors Responsibility Statement, it is hereby confirmed that:-
I. In the preparation of the annual accounts for financial year ended
31st March, 2010, the
applicable Accounting Standards have been followed along with proper
explanation relating to material departures. .
II. The Directors had 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 as at 31st March, 2010 and of the profit of the Company
for the year under review.
III. The Directors had 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; and
IV. The Directors had prepared the annual accounts for financial year
ended 31st March, 2010 on a Ãgoing concern basis.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report, pursuant to
Clause 49 of the Listing agreement are annexed hereto, forming integral
part of this report.
11. SAFETY & ENVIORNMENT
The company continued to maintain a good safety record. The
manufacturing facilities of the company is environment friendly & the
company maintains all safety majors.
12. PARTICULARS OF EMPLOYEES
In terms of Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, None of the employee
is receiving remuneration above the limit therefore no particulars is
required to be given.
13. REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause-49 of the Listing Agreement with the stock
Exchanges, a report on Corporate Governance along with Auditors
Certificate on its compliance report is annexed hereto (Annexure-B)
forming integral part of this report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The Company lay focus on Conservation of energy with studies,
discussions and analysis, which are undertaken regularly for further
improvements.
In terms of requirement of 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 the required information relating to,
conservation of energy, technology absorptions and foreign exchange
earnings and outgo are Annexed hereto as Annexure-A.
15. LISTING
The Shares of your company continued to be listed at Bombay Stock
exchange Limited and Ahmedabad Stock Exchange Limited. Listing fee of
BSE has already been paid for the financial year 2009-10. Further
Annual custodial fee has also been paid to CDSL.
16. INDUSTRIAL RELATIONS
During the period under review the industrial relation in the company
was peaceful, harmonies & cordial.
17. ACKNOWLEDGEMENTS
The Board of Directors expresses its deep appreciation to all section
of its employees in the company for their outstanding contribution to
the growth of business during the year. The Board of Directors thanks
officials of Central & State Government Authorities, Financial
Institutions, Bankers, Suppliers & Customer for their continues
support.
On behalf of the Board of Directors
For ADVIK LABORATORIES LTD.
Sd/- Sd/-
Place: Sohna, Mewat (V.K.Jain) (Kishan Kumar)
Date: 04.09.2010 Managing Director Director
Mar 31, 2009
The Directors have great pleasure in presenting the 15th Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March 2009, and Auditors report thereon.
1. FINANCIAL RESULTS (Rs. in Lacs)
2008-09 2007-08
Gross Sales 1200.01 1053.37
Other Income 3.52 12.29
Gross profit/ (Loss) before
interest & dep. 48.07 23.17
Interest 31.12 21.33
Depreciation 35.80 34.89
Net profit/ (Loss) for the year (18.85) (33.05)
2. REVIEW OF OPERATIONS
During the year under review the sales of your company has gone up by
14% but the profitability has not gone up. For most of the times,
during the year under review the manufacturing facilities of the
company was not operational due to on going work of modernization in
the plant to meet the requirement of WHO-GMP which is mandatory with
the reason that new guidelines for WHO-GMP certification has come into
force, hence to obtain WHO-GMP Certification, we have to adhere all the
norms of latest guidelines in force. This requirement & improvement in
pharmaceuticals is needed with the view to export our products to the
overseas buyers. Due to stringent norms of WHO-GMP compatibility, more
& more companies are entering into the domestic tender business of
pharmaceuticals, where only GMP is required. This is affecting more &
more competition in the Govt. business. Hence, our company is putting
all its eyes to tap the overseas market & trying to get some foreign
pharma companies on the international level, who may manufacture
medicine from our company in the coming days on job work/export basis.
This will give us better yield of profitability as compared to previous
supplies to the various Govt. Institutions, which is giving us marginal
margins & more expenses.
3. FUTURE OUTLOOK
CompanyÃs representing to various countries for the Registration of its
products in the overseas. Company is planning to file around 20
products for registration to the Republic of Botswana from where we are
expecting good profitable business both domestically as well as
CMS(Central Medical Store supplies), of that country. In this respect a
survey has already been made with the Ministry of health of Botswana &
the Drug Regulatory Unit (DRU), where the samples have already been
submitted. Our next eye is on Vietnam, where the Indian medicines are
being exported to the tune of around 500 million dollars, we are just
waiting for WHO-GMP approval & its renewal. This may give a fourfold
profit to the company & we shall be able come out from the losses to
the profitability in the near future.
4. FIXED DEPOSIT
The company has not accepted any fixed Deposits within the meaning of
Section 58 A of the Companies Act, 1956 and the rules made there under.
5. DIRECTORS
a.) During the period, Mr. Sushil Kumar Singh who was appointed as
Additional Director of the company on 30.01.09 and who shall hold
office upto the date of ensuing Annual General Meeting of the Company.
He has offered his candidature to be appointed as Director of the
Company. Therefore, Board of Directors recommends his appointment as
Director of the company.
b.) During the period, Mr. Kishan Kumar who was appointed as Additional
Director of the company on 30.01.09 and who shall hold office upto the
date of ensuing Annual General Meeting of the Company. He has offered
his candidature to be appointed as Director of the Company. Therefore,
Board of Directors recommends his appointment as Director of the
company.
c) Mr. F.M.Banthiya is the Director liable to retire by rotation and
being eligible offers himself for reappointment.
Mr. F.M.Banthiya is aged around 74 years and having very rich
experience in this field. Mr. F.M.Banthiya is Non Executive
Independent Director and designated as the Chairman of Audit Committee
& Remuneration Committee. He is the member of the Share Transfer
Committee as well as member of the Shareholder Grievance Committee of
your company.
Being eligible he offers himself for re-appointment in terms of section
256 of the Companies Act 1956. Keeping in mind his rich experience and
qualification, your Board of Directors recommends him for
re-appointment.
None other than Mr. F.M.Banthiya is interested in this resolution.
c.) During the period, Mr. Ashwani Talwar and Mr. Aditya Jain have
resigned from the directorship of the Company with effect from 30.01.09
respectively. The Board places on record their sincere contribution
towards the growth of the Company.
6. AUDIT COMMITTEE
The company has an audit committee comprises of three Non-Executive
directors which are Mr. F. M. Banthiya being an Independent Director
is the Chairman of the Committee and Mr. Sushil Kumar Singh and Mr.
Kishan Kumar are the members of the Audit committee. The Committee
works as per the requirement of Section 292 A of the Companies Act,
1956 and the Clause-49 of the Listing Agreement on Corporate
Governance. The Audit committee meets at periodic intervals to transact
the business as per the terms of reference made to it in the light of
requirements of Section 292 A of the Companies Act, 1956 and the
clause-49 of the Listing Agreement on Corporate Governance.
7. AUDITORS
M/s VBR & Associates New Delhi Chartered Accountants are the Auditors
of the Company and they retire at the ensuing Annual General Meeting
and being eligible offer themselves for reappointment. The company has
received a certificate from the retiring auditors to the effect that
the appointment, if made, will be in accordance with the limit as
specified in Section 224(1B) of the Companies Act, 1956.
8. BOARDÃS COMMENT ON AUDITORÃS REPORT
The company always strives to present an unqualified Financial
Statement. However there is an Audit qualification by Auditors in the
AuditorÃs Report as to financial statements of the company for the year
2008-09 as to non compliance of AS-15. The Board has taken note of the
same and it will ensure that adequate remedial measures are taken and
will further ensure the proper compliance of AS-15 in future.
9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirms having: -
I. Followed the applicable accounting standards with proper
explanation relating to material departures in the preparations of the
Annual Accounts.
II. Selected and applied such accounting Policy consistently and made
judgments and estimates that were reasonable and prudent manner so as
to give true and fair view of the state of affairs of the Company as at
the end of financial year 2008-09 and of the profit or loss of your
company for that period.
III. 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; and
IV. Prepared the accounts for the financial year ended 31st March 2009
on a Ãgoing concern basisÃ.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report, pursuant to
Clause 49 of the Listing agreement are annexed hereto, forming integral
part of this report.
11. SAFETY & ENVIORNMENT
The company is taking each and every step to maintain good safety
measures and arranged for all the equipments and conditions, which are
inevitable to keep the environment suited to the health of the
employees of our Company. The company has adequate insurance cover on
its assets to recover the loss caused due to any unfortunate happening.
12. PARTICULARS OF EMPLOYEES
In terms of Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, None of the employee
is receiving remuneration above the limit therefore no particulars is
required to be given.
13. REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause-49 of the Listing Agreement with the stock
Exchanges, a report on Corporate Governance along with AuditorÃs
Certificate on its compliance report is annexed hereto (Annexure-B)
forming integral part of this report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The Company lay focus on Conservation of energy with studies,
discussions and analysis, which are undertaken regularly for further
improvements.
In terms of requirement of 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 the required information relating to,
conservation of energy, technology absorptions and foreign exchange
earnings and outgo are Annexed hereto as Annexure-A.
15. LISTING
The Shares of your company continued to be listed at Bombay Stock
exchange Limited and Ahmedabad Stock Exchange Limited. Listing fee of
BSE has already been paid for the financial year 2008-09. Further
Annual custodial fee has also been paid to CDSL.
16. INDUSTRIAL RELATIONS
The industrial relations in the company remained cordial and peaceful.
Your Company is fully co- operating with other Companies and in turn
getting their cooperation.
17. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from shareholders, bankers,
regulatory bodies and other business constituents during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, resulting in the successful performance of the Company
during the year.
On behalf of the Board of Directors
For ADVIK LABORATORIES LTD.
Sd/- Sd/-
Place: Sohna, Mewat V.K.Jain Kishan Kumar
Date: 03.09.2009 Managing Director Director
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