Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2014.
(Rs. in Lac)
FINANCIAL HIGHLIGHTS Year Ended Year Ended
31.03.2014 31.03.2013
Sales / Income 32.00 14.49
Profit /(Loss) before Tax 13.77 (15.31)
Less : Provision for Taxation 0.00 0.00
Profit /(Loss) after Tax 13.77 (15.31)
Add: Profit/(Loss) brought forward
from Previous Year (334.01) (318.70)
Balance of Losses carried forward (320.24) (334.01)
OVERVIEW OF ECONOMY
A survey by global consultancy firm Ernst & Young (E&Y) sees India as
the world''s most attractive investment destination. With the opening up
of foreign direct investment (FDI) in several sectors, India is today
an eye-catching destination for overseas investors. The relaxation of
norms by the government has created a vast opportunity for foreign
players, who are competing for a greater role in the Indian market.
Sectors projected to do well in the coming years include automotive,
technology, life sciences and consumer products.
The World Bank has projected an economic growth rate of 5.7 per cent in
FY15 for India, due to a more competitive exchange rate and several
significant investments going forward.
India is the third biggest economy in the world in terms of purchasing
power parity (PPP), according to a World Bank report. The country was
ranked 10th in the previous survey conducted in 2005.
The stakes held by foreign institutional investors (FII) in Indian
companies touched a record high in the fourth quarter of FY14. The
estimated value of FII holdings in India stands at US$ 279 billion.
The cumulative amount of FDI equity inflow into India stood at at US$
212,031million in the period April 2000-February 2014, while FDI equity
inflow during April 2013-February 2014 was recorded as US$ 20,766
million, as per data published by Department of Industrial Policy and
Promotion (DIPP).
Thus, the emphasis is on a massive road connectivity plan which will
tie the region together and subsequently enhance economic objectives.
Also, agricultural gross domestic product (GDP) in the country is
projected to grow by over five per cent in the current agricultural
year (July 2013-May 2014).
OVERALL PERFORMANCE & OUTLOOK
The Business environment continued to be remained challenging and the
recessionary economic conditions continuously leading to slowdown in
demand and inflation pushed further scale up of input costs, continued
to leave its adverse imprint on overall performance for 2013-2014. In
spite of such a scenario, the Company could only make meager profit
during the year under review.
Gross revenue for the year was of Rs. 32.00 Lac during the year in
comparison to last years'' figure of Rs. 14.49 Lac. In term of Net
Profit, the same was of Rs. 13.77 Lac in comparison to last years'' Loss
of Rs. 15.31 Lac. The Gross Revenue is inclusive of Compensation amount
of Rs. 10.83 Lac which was being received from Govt. of Tamil Nadu as
against cancellation of Land allotted to Company for the purpose of
Factory.
The Company is in the business of trading of tablet, liquid orals,
capsules and ointments under the allopathic system and capsules and
liquid orals under the ayurvedic/ sidha systems. The Company''s business
involves huge investments in marketing for its operations.
The outlook for the current year seems to be challenging due to higher
input cost, raise in inflation and tight Government norms for Pharma
business etc. However, your Company expects to grow despite the adverse
environment due to its commitment to clients of the Company.
DIVIDEND
Due to carried forward losses, your Directors do not recommend any
Dividend for the year under review.
SUBSIDIARY COMPANY
The Company does not have any subsidiary Company.
MANAGEMENT DISCUSSION &ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the DirectorsRs.
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
There is no change in composition of Board during the year under
review.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re-appointment for another term
up to five years on passing of a special resolution by the company and
disclosure of such appointment in Board''s Report. Further Section 152
of the Act provides that the Independent Directors shall not be liable
to retire by rotation in the Annual General Meeting (''AGM'') of the
Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as Independent
Director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DELISTING OF SHARES FROM COCHIN STOCK EXCHANGE
During the year, the Company has opted to de-list its securities from
Cochin Stock Exchange due to lack turnover and volatility on this
exchange, absence of liquidity in the scrip as well as almost Nil
volume during the year under review. However, Equity Shares of Company
will continue to list on remaining Exchanges i.e. on BSE Ltd. (BSE) and
Madras Stock Exchange (MSE).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2014, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. The Annual Accounts have been prepared on the historical cost
convention, a going concern basis and on accrual basis.
STATUTORY INFORMATION
The Company being basically in the trading of pharma and its allied
products, requirement, regarding and disclosures of Particulars of
conservation of energy and technology absorption prescribed by the rule
is not applicable to us.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in Information and Technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
The Auditors M/s G. Sivaprakash, Chartered Accountants, Chennai who are
Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company from the conclusion
of the 22nd Annual General Meeting up to the conclusion of the 27th
consecutive Annual General Meeting (subject to ratification by the
members at every subsequent AGM). As required under the provisions of
Section 139 & 142 of the Companies Act, 2013 the Company has obtained
written confirmation from M/s. G. Sivaprakash, that their appointment,
if made, would be in conformity with the limits specified in the said
Section.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Company was in the business of trading of tablet, liquid orals,
capsules and ointments under the allopathic system and capsules and
liquid orals under the ayurvedic/ sidha systems during the year under
review and hence the information regarding conservation of energy,
Technology Absorption, Adoption and innovation, the information
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, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58Aof the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing
Agreement, a Report on the Corporate Governance and the Auditors
Certificate on Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Chennai, May 27, 2014 By order of the Board
For MAHAVIR ADVANCED REMEDIES LIMITED
Registered Office : BVS KOTESWARA RAO
No. 91, D-11, Govindappa
Naicken Street (DIN : 02589812)
Chennai - 600 079 (Tamil Nadu) Managing Director
Mar 31, 2012
TO THE MEMBER
The Directors have great pleasure in presenting the Twentieth Annual
Report together with Audited Accounts of the Company for the year ended
31st March 2012 and the Auditors'' report thereon.
Financial Results
(Amount In Rs.)
Particulars 2011-2012 2010-2011
Total Income 20,78,110 24,03,191
Expenditure 52,48,709 24,78,766
Profit /(Loss) before
depreciation and taxes (31,70,599) (75,575)
Less: Depreciation Nil 3,96,281
Profit/(Loss) before Tax (31,70,599) (4,71,856)
Less: Provision for
Current Tax Nil Nil
Deferred Tax Nil Nil
Fringe Benefit Tax Nil Nil
Profit/(Loss) after Tax (31,70,599) (4,71,856)
Add: balance brought
forward from previous year (2,86,99,633) (2,82,27,777)
Available for appropriation (3,18,70,232) (2,86,99,633)
Balance carried to Balance sheet (3,18,70,232) (2,86,99,633)
Your Company has made a turnover of Rs.20, 78,110/- as compared
Rs.24,03,191/- of previous year and has made a Loss after Tax of
Rs.1,70,599 /- as compared to Rs. -4,71,856/- in the previous year.
Business Performances and Outlook
The Company is in the business of trading of tablet, liquid orals,
capsules and ointments under the allopathic system and capsules and
liquid orals under the ayurvedic/ sidha systems. The Company''s
business involves significant investments in marketing for its
operations. These expose the Company to risks in terms of timely and
adequate availability of funds at competitive rates to finance its
growth. The Company hopes with better network it can improve the
performance in the ensuing year.
Fixed Deposits
Your Company has not accepted any deposits from public or its employee
during the year under review.
Dividend
In view of loss, your directors have not recommended any dividend
during the year under report.
Subsidiaries / Joint Ventures
There are no Subsidiaries and Joint Venture Company.
Insurance
All insurable interests of the Company including, buildings, furniture
and fixtures and other insurable interest are adequately insured.
STATUTORY STATEMENTS
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 the required particulars are furnished below.
Conservation of energy:
Energy conservation continues to receive utmost priority and the
Company monitors energy costs and reviews the consumption of energy on
a regular basis. The Company wherever necessary also initiates
appropriate measures to reduce consumption of electricity, including
using Generator. It has closely monitored power consumption and running
hours on day to day basis thus resulting in optimum utilization of
energy
Technology Absorption
The relevant particulars relating to technology absorption in terms of
Rule 2 of the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is not applicable as such the Company
does not have any significant manufacturing operations.
Research and Development:
Not Applicable
Foreign exchange earnings and outgo:
There are no foreign exchange earning and outgo during the year under
review.
Particulars of Employees
During the year under review, there were no employees covered under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their outstanding contribution to the
operation of Company during the year.
Directors'' Responsibility Statement
Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956
with respect to Directors'' Responsibility Statement your Directors to
the best of their knowledge and belief confirm that:
(i) in the preparation of the annual accounts, the applicable
Accounting Standards and given proper explanation relating to material
departure;
(ii) we have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the Loss of the Company
for that period;
(iii) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act so as to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities; and
(iv) We have prepared the annual Accounts on a going Concern basis.
Internal Controls and their Adequacy:
The internal control systems are commensurate to the size of the
operation of the Company. Whenever it is required, the systems and
procedures are upgraded to suit the changing business needs.
Statement Pursuant to Listing Agreement
The company''s securities are listed with Bombay Stock Exchange,
however trading of the securities has been suspended on non compliance
of certain clauses of the Listing Agreement. However, the trading of
securities has been resumed from May 4, 2012 after compliance with
Stock Exchange regulations.
Code of Corporate Governance
A detailed report on Corporate Governance as updated with the
particulars of this Financial year, as per the directions from SEBI is
annexed to this report (Annexure A'') together with Report of the
Auditors on the compliance with the said Code and a report of
Management discussion and Analysis is also annexed separately.
Directorate
The Company is managed by Mr. B.V.S. Koteswara Rao, Managing Director
under strict supervision of the Board of Directors.
In compliance with the provisions of the Companies Act, 1956 in
accordance with the Article 121(b) of the Company''s Articles of
Association, Mr. Anitha Mahesh and Mr. MANI MURUGADOSS RAO, retire at
this Annual General Meeting and being eligible, offers themselves for
re-appointment.
Brief resume of the Directors, seeking re-appointment, nature of their
expertise as stipulated under clause 49 of the listing agreement with
inter alia the Bombay Stock Exchange Limited, is appended to the notice
convening the Annual General Meeting.
Compliance Certificate
Compliance Certificate issued by a Practicing Company Secretary is
attached herewith and forming part of this report
Auditors and Auditors Report
The retiring auditors, Mr.G.Sivaprakash, Chartered Accountant, No.5,
Fifth Cross Street, West Shenoy Nagar, Chennai 600 030, has expressed
willingness to continue in office, if appointed. He has furnished to
the Company a certificate of his eligibility for appointment as
auditor, pursuant to section 224 (1B) of the Companies Act, 1956.
The Audit committee and the Board of Directors recommend the
re-appointment of Mr.G.Sivaprakash, Chartered Accountant, Chennai as
Auditor for a further period of one year and to fix his remuneration.
The Auditors Report to the Members does not contain any qualification
or adverse remarks.
Disclosures of Particulars of Constituting "Group pursuant to
Regulation 3(1)(e) of the SEBI(Substantial Acquisition of Shares &
Takeovers) Regulations, 1997.
Pursuant to an information from the promotes, the name of the promoters
and entities comprising group as defined under Monopolies and
restrictive Trade Practice (MRTP) Act, 1969, are as under for the
purpose of the SEBI (Substantial Acquisition of Shares & Takeovers)
Regulations, 1997 : V. Koteswara Rao, BVS Koteswara Rao, BSS Prasad Rao
Kiran Kumar, B.V. Ramalakshmi, V.S ubbamma, B. Vijayalakshmi, V. Subba
Rao, V. Murali Krishnan, V. Sathya Lakshmi, V. Swarnalatha, T. Ramadevi
and T. Ramakrishnan
Dematerialization of Shares
The Company propose to get its Equity Shares admitted for
dematerialization with National Securities Depository Limited (NSDL and
Central Depository Services (India) Limited (CDSL) and will intimate
the same to all shareholders once International Securities
Identification Number (ISIN) got allotted. Considering the advantages
of scrip less trading, shareholders are requested to consider
dematerialization of their shareholding so as to avoid inconvenience in
future.
Acknowledgement
The Directors place on record their appreciation for the sincere and
whole hearted co- operation extended by all concerned, particularly
Securities & Exchange Board of India, Stock Exchanges, company''s
bankers, Municipal authorities, Government of Tamilnadu, Central
Government, suppliers, clients and staff and look forward to their
continued support. The Directors also thank the Shareholders for
continuing their support and confidence in the Company and its
management.
For and Behalf of the
Board of Directors
For INDO-AMERICAN ADVANCED
PHARMACEUTICALS LIMITED
B.V.S. Koteswara Rao Anitha Mahesh
Managing Director Director
Chennai, the 27th
day of August, 2012