Mar 31, 2015
Dear Members,
The Directors' present the Annual report on the business and operations
of your Company for the year 2014-2015.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
Particulars Year Ended Year Ended
31.03.2015 31.03.2014
(Rs.) (Rs.)
Gross Sales/Income 2,01,000 4,99,000
Less Depreciation NIL NIL
Profit/(Loss) before Tax (1,83,531) (87,746)
Taxes/Deferred Taxes NIL NIL
Profit/(Loss) After Taxes (1,83,531) (87,746)
P& L Balance b/f (33,042,398) (3,29,54,652)
Profit/ (Loss) carried to (33,225,929) (3,30,42,398)
Balance Sheet
During the year under review the total income was Rs. 2,01,000 as
compared to Rs. 4,99,000 of that of the previous Year. After making all
necessary provisions for current year and after taking into account the
current year net Loss, the surplus carried to Balance Sheet is
(1,83,531/-)
NATURE OF BUSINESS
The Company is engaged in the Business of Pharma Trading and Consulting
There was no change in the nature of the business of the Company during
the year under review.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have Subsidiaries, Associate and Joint Venture
Companies. Hence, details for the same are not required to mention
here.
TRANSFER TO RESERVES
Out of the profits available for appropriation, no amount has been
transferred to the General Reserve and the balance amount of Rs.
(1,83,531) has been carried forward to profit & loss account.
DIVIDEND
In view of losses, your Directors do not recommend any dividend during
the year.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs.
36,645,750/-
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares
with differential voting rights.
B) Issue of sweat equity shares
During the year under review, the Company has not issued any sweat
equity shares.
C) Issue of employee stock options
During the year under review, the Company has not issued any sweat
equity shares.
D) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees. Hence
the details under rule 16 (4) of Companies (Share Capital and
Debentures) Rules, 2014 are not required to be disclosed.
FINANCE
The Company has not borrowed any fund from Bank or financial
institution during the year under review.
FIXED DEPOSITS
The Company has not accepted any deposit from the public during the
year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
EMPLOYEE RELATIONS
Employee relations throughout the Company were harmonious. The Board
wishes to place on record its sincere appreciation of the devoted
efforts of all employees in advancing the Company's vision and strategy
to deliver good performance.
BUSINESS RISK MANAGEMENT
The Company has laid down a Risk Management Policy and identified
threat of such events which if occurs will adversely affect either /
or, value to shareholders, ability of company to achieve objectives,
ability to implement business strategies, the manner in which the
company operates and reputation as "Risks". Further such Risks are
categorized in to Strategic Risks, Operating Risks & Regulatory Risks.
A detailed exercise is carried out to identify, evaluate, manage and
monitoring all the three types of risks.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. During the year under review,
the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce
system of self certification by all the process owners to ensure that
internal controls over all the key business processes are operative.
The scope and authority of the Internal Audit (IA) function is defined
in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company and its subsidiaries. Based on the report of internal
audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The details of the
Whistle Blower Policy is explained in the Corporate Governance Report
and also posted on the website of the Company.
DIRECTORS
a) Changes in Directors and Key Managerial Personnel:
Mr. Yogendra Harilal Machchhar will retire at the forthcoming Annual
General Meeting of the Company and being eligible, offer himself for
reappointment.
The Company has appointed Ms. Manorama Jitendra Shah (Din: 07108562) as
an additional independent woman director of the Company pursuant to
section 149 of Companies Act, 2013 on 27/03/2015.
b) Declaration by an Independent Director(s) and reappointment, if any
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
c) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
d) Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
e) Number of Meetings of the Board of Directors and Audit Committee
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year sixteen Board Meetings and one Independent Directors'
meeting and four Audit Committee Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company drew remuneration of Rs.
60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during
the year. Hence, no information is required to be furnished as required
under Rule,5(2) and 5(3) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. that such accounting policies have been selected and applied
consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2015 and of the profit of the
Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going
concern basis
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
AUDITORS
A. Statutory Auditors
The Company's Auditors, M/s P. Dalal & Co., Chartered Accountant,
Ahmedabad who retires at the ensuing Annual General Meeting of the
Company are eligible for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed thereunder for reappointment as Auditors of the Company. As
required under Clause 49 of the Listing Agreement, the auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
B. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed CS Anamika Jajoo,
Practicing Company Secretary, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as "Annexure
-A".
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
Your Company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of
Corporate Governance as laid down in Clause 49 of the Listing Agreement
are complied with.
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
Corporate Governance Report, Management Discussion and Analysis and the
Auditor's Certificate regarding compliance of conditions of Corporate
Governance are attached separately and form part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is Nil.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure-B".
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2014-15, the company has not received any
complaints on sexual harassment and hence no complaints remain pending
as of 31 March, 2015.
COMPOSITE SCHEME OF ARRANGEMENT FOR REVIVAL OF THE COMPANY
The company has made application to BSE Limited for seeking approval
under clause 24(f) of the Listing Agreement, for the scheme of
Amalgamation / Arrangement (including reduction in capital, arrangement
with creditors, etc) proposed to be filed under section 391, 394 and
101 of the Companies Act, 1956 on 20th January, 2014.
The Company has received letter no. DCS/AMAL/CS/24(f)/146/2013-14 dated
27th August, 2014 from BSE Limited in which BSE state that the company
is unable to obtain No-objection from the stock exchange pursuant to
scheme of Arrangement filed by the Company.
ACKNOWLEDGMENT
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and
co-operation extended by them. The Directors also gratefully
acknowledge all stakeholders of the Company viz. customers, members,
dealers, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company for
their unstinted commitment and continued contribution to the Company.
By Order of the Board of Directors
Place : Ahmedabad
Date : 23/05/2015
Sd/- Sd/- Sd/-
(Atul Pandit) (Harsh Shah) (Sujay Mehta)
Managing Director Director Director
DIN: 02293998 DIN: 01662085 DIN: 02145467
Mar 31, 2014
Dear Members,
The Directors'' present the Annual report on the business and operations
of your Company for the year 2013-2014.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
Particulars Year Ended Year Ended
31.03.2014 31.03.2013
(Rs.) (Rs.)
Gross Sales/Income 4,99,000 12,75,000
Less Depreciation NIL NIL
Profit/(Loss) before Tax (87,746) (3,00,91,569)
Taxes/Deferred Taxes NIL NIL
Profit/(Loss) After Taxes (87,746) (3,00,91,569)
P& L Balance b/f (3,29,54,652) (28,63,083)
Profit/ (Loss) carried to Balance Sheet (3,30,42,398) (3,29,54,652)
PARTICULARS OF EMPLOYEES:
There is no employee having remuneration with the provisions of section
217(2A) of the companies Act 1956 read with the companies (Particulars
of employee) Rules, 1975 as amended.
DIRECTORS:
Mr. Dharmesh Desai, Director of the Company are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment.
DIVIDEND:
In view of losses, your Directors do not recommend any dividend during
the year.
DEPOSITS:
The Company has not accepted any deposit from the public during the
year.
RESPONSIBILITY STATEMENT:
Director confirms that:
The applicable accounting standards have been followed along with
proper explanation relating to material departures.
Such accounting policies have been selected and applied consistently
and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that
period.
Proper and sufficient care has been taken for the maintenance of the
adequate accounting records in accordance with provisions of this act
for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
The annual accounts have been prepared on a going concern basis
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
As required under rule 3 of the companies (Disclosure of Particulars in
the report of Board of Directors) Rules 1998, the particulars relating
to the conservation of energy, Technology absorption, and the foreign
exchange earnings and outgo are also Nil as no trading has been done
during the year under review.
APPOINTMENT OF AUDITORS:
M/S. P. DALAL & COMPANY, Chartered Accountants, Ahmedabad, the retiring
auditors being eligible offer themselves for re-appointment. Members
are requested to appoint them as auditors of the company.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report, pursuant to Clause 49 of the
Stock Exchange Listing agreement, forms part of this Report and the
same is annexed hereto.
REPORT ON CORPORATE GOVERNANCE:
A separate Report on Corporate Governance along with Certificate from
Auditors on its compliance as annexed hereto.
SEGMENT:
Your Company is engaged in a single segment only.
ACKNOWLEDGEMENT:
The management is grateful to the government authorities, Bankers,
Vendors for their continued assistance and co-operation. The directors
also wish to place on record the confidence of members in the company.
By Order of the Board of Directors
Place : Ahmedabad
Date : 29/05/2014
Sd/- Sd/- Sd/-
(Atul Pandit) (Harsh Shah) (Sujay Mehta)
Managing Director Director Director
DIN: 02293998 DIN:01662085 DIN: 02145467
Mar 31, 2013
To, The Member of TOHEAL PHARMACHEM LIMITED
The Directors'' present the Annual report on the business and
operations of your Company for the year 2012-2013.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
Particulars Year Ended Year Ended
31.03.2013 31.03.2012
(Rs) (Rs)
Gross Sales/Income 12,75,000 10,58,179
Less Depreciation NIL NIL
Profit/(Loss) before Tax (3,00,91,569) (11,07,584)
Taxes/Deferred Taxes NIL NIL
Profit/(Loss) After Taxes (3,00,91,569) (11,07,584)
P& L Balance b/f (28,63,083) (17,55,499)
Profit/ (Loss) carried
to Balance Sheet (3,29,54,652) (28,63,083)
PARTICULARS OF EMPLOYEES:
There is no employee having remuneration with the provisions of section
217(2A) of the companies Act 1956 read with the companies (Particulars
of employee) Rules, 1975 as amended.
DIRECTORS:
During the Year Mr. Jayesh Shah has been resigned from the directorship
of the Company w.e.f. 07/02/2013.
Mr. Harsh Shah, Director of the Company are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment.
DIVIDEND:
In view of losses, your Directors do not recommend any dividend during
the year.
DEPOSITS:
The Company has not accepted any deposit from the public during the
year.
RESPONSIBILITY STATEMENT:
As required u/s 217(2AA) of the Companies Act, 1956 your Director
confirms that in the preparation of the annual accounts:
The applicable accounting standards have been followed along with
proper explanation relating to material departures.
Such accounting policies have been selected and applied consistently
and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that
period.
Proper and sufficient care has been taken for the maintenance of the
adequate accounting records in accordance with provisions of this act
for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
As required under rule 3 of the companies (Disclosure of Particulars in
the report of Board of Directors) Rules 1998, the particulars relating
to the conservation of energy, Technology absorption, and the foreign
exchange earnings and outgo are also Nil as no trading has been done
during the year under review.
APPOINTMENT OF AUDITORS:
M/S. P. DALAL & COMPANY, Chartered Accountants, Ahmedabad, the retiring
auditors being eligible offer themselves for re-appointment. Members
are requested to appoint them as auditors of the company.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report, pursuant to Clause 49 of the
Stock Exchange Listing agreement, forms part of this Report and the
same is annexed hereto.
REPORT ON CORPORATE GOVERNANCE:
A separate Report on Corporate Governance along with Certificate from
Auditors on its compliance as annexed hereto.
SEGMENT:
Your Company is engaged in a single segment only.
ACKNOWLEDGEMENT:
The management is grateful to the government authorities, Bankers,
Vendors for their continued assistance and co-operation. The directors
also wish to place on record the confidence of members in the company.
For And on Behalf of the Company
Place : Ahmedabad
Date : 20/05/2013
Sd/- Sd/- Sd/-
Managing Director Director Director
(Atul Pandit) (Harsh Shah) (Sujay Mehta)
Mar 31, 2012
To, The Member of TOHEAL PHARMACHEM LIMITED
The Directors' present the Annual report on the business and
operations of your Company for the year 2011-2012.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
Particulars Year Ended Year Ended
31.03.2012 31.03.2011
(Rs.) (Rs.)
Gross Sales/Income 10,58,179 5,99,800
Less Depreciation NIL NIL
Profit/(Loss) before Tax (11,07,584) 2,13,907
Taxes/Deferred Taxes NIL NIL
Profit/(Loss) After Taxes (11,07,584) 2,13,907
P& L Balance b/f (17,55,499) (19,69,406)
Profit/ (Loss) carried
to Balance Sheet (28,63,083) (17,55,499)
PARTICULARS OF EMPLOYEES:
There is no employee having remuneration with the provisions of section
217(2A) of the companies Act 1956 read with the companies (Particulars
of employee) Rules, 1975 as amended.
DIRECTORS:
During the Year Mr. Jayesh Shah, Mr. Sujay Jyotindra Mehta and Mr.
Harsh Jitendrakumar Shah have been appointed as Additional Directors of
the Company w.e.f. 07/02/2011 also Board recommend their appointments
as Regular Directors of the Company under section 255 of the Companies
Act, 1956 in this Annual General Meeting of the Company, the Board took
note of the same.
Mr. Dharmesh Desai, Director of the Company are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re- appointment.
DIVIDEND:
In view of losses, your Directors do not recommend any dividend during
the year. DEPOSITS:
The Company has not accepted any deposit from the public during the
year. RESPONSIBILITY STATEMENT:
As required u/s 217(2AA) of the Companies Act, 1956 your Director
confirms that in the preparation of the annual accounts:
The applicable accounting standards have been followed along with
proper explanation relating to material departures.
Such accounting policies have been selected and applied consistently
and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that
period.
Proper and sufficient care has been taken for the maintenance of the
adequate accounting records in accordance with provisions of this act
for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
As required under rule 3 of the companies (Disclosure of Particulars in
the report of Board of Directors) Rules 1998, the particulars relating
to the conservation of energy, Technology absorption, and the foreign
exchange earnings and outgo are also Nil as no trading has been done
during the year under review.
APPOINTMENT OF AUDITORS:
M/S. P. DALAL & COMPANY, Chartered Accountants, Ahmedabad, the retiring
auditors being eligible offer themselves for re-appointment. Members
are requested to appoint them as auditors of the company.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report, pursuant to Clause 49 of the
Stock Exchange Listing agreement, forms part of this Report and the
same is annexed hereto.
REPORT ON CORPORATE GOVERNANCE:
A separate Report on Corporate Governance along with Certificate from
Auditors on its compliance as annexed hereto.
SEGMENT:
Your Company is engaged in a single segment only.
ACKNOWLEDGEMENT:
The management is grateful to the government authorities, Bankers,
Vendors for their continued assistance and co-operation. The directors
also wish to place on record the confidence of members in the company.
For And on Behalf of the Company
Place : Ahmedabad
Date : 30/07/2012
Sd/- Sd/- Sd/-
Managing
Director Director Director
(Atul Pandit) (Harsh Shah) (Sujay
Mehta)
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