Your directors have pleasure in presenting their 31st Annual Report together with Audited Statement of Accounts of the Company for the year ended 31r March. 2025.
The Working results of the Company are as under:
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PARTICULARS
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31.03.2025
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31.03.2024
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TURNOVER
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1386.21
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1849.60
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OTHER INCOME TOTAL INCOME
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11.46
1397.67
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1.15
1850.74
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PROFIT BEFORE DEPRECATION AND TAXATION
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62.19
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53.28
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LESS: DEPRECATION
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9.84
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8.10
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PROFIT/LOSS BEFORE TAX
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52.35
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45.18
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LESS: PROVISION FOR TAXATION
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11.60
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16.80
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PROFIT FOR THE YEAR
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40.75
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27.79
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BALANCE AS PER LAST BALANCE SHEET
TOTAL PROFIT/LOSS
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(174.93)
(134.18)
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(202.72)
(174.93)
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BUSINESS OPERATIONS & PROSPECTS:
Financial Year 2024-2025 has been yet another year of achievements for your Company. Performance highlights of your Company for the Financial Year 2024-2025 are mentioned briefly to give all. an overview of accomplishments of the Company
During the year under review your company has sales turnover of Rs.13.86 Cr.(in respect of Its existing activities),Profit after tax to Rs.40.75Lacs.
DIVIDEND:
In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature if business during the year.
SHARE CAPITAL:
The paid-up equity share capital 8S on 31“ March. 2025 was Rs. 4,48,05,000/- There was no public issue, nght issue, bonus issue or preferential issue etc during the year The company
has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.
NUMBER OF MEETING OF BOARD OF DIRECTORS:
The board of Directors duly met 5 times in a year and in respect of these meetings proper notices were given and the proceedings were properly recorded in the minute's book of the company maintained for this purpose under the Companies Act. 2013.
S.UBSlpjARY/jpjNTJ/ENJURES/ASSOCIATE COMPANIES;
The company has no any subsidiary, joint venture or associate companies.
PlSCJ^SUAfLBJJ^EPE^
The board of the company consist of 6 Directors, out of which three are independent Directors, one Managing Director and one whole Time Director
All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 of the Companies Act. 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulation.2015 which has been relied on by the company.
CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
As per Regulation 27(2) of the SEBI (LODR) Regulations, 2015. Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis are given in Annexure B forming part of this Report.
MARKETING:
Your Company has continued manufacturing agreement with Reckit Benckiser India Ltd., for sales of Isabgol Husk based product 'Fybogel'. Abbot Healthcate Pvt Ltd., for sales of ‘FABOLITE’ .Karnataka Antibiotics & Pharmaceuticals Ltd for sale of Husky'. Radiant Nutracetical Bangladesh for exports. Rhine Biogenics Pvt. Ltd for sale of 'Trugol SF Powder' Nutragenix Healthcare Pvt Ltd. for sale of Fibapure Group of product and Appolo Pharmacy for sale of Sat-lsabgol etc. Your Company has also continued manufacturing agreement with Karnataka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on third party contract manufacturing.
EXPORT:
During the period under review your company exported Rs.32837270.00 (USS 387227.75).The Company continued its focus on development of Export Markets, for Albendazole Bolus. Fibron SF Powder and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation Dunng the current year under review company entered into manufacturing contract with South America based well known Pharmaceuticals Company.
CORPORATE GOVERNANCE:
The report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the Management Discussion and Analysis Report are annexed to this report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors confirm:
1. In the preparation of the annual accounts the applicable accounting standards had been followed.
2 The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.
3. The directors had taken proper and sufficient care lor the maintenance ol 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.
4. The company has prepared the attach annual statement for the year ended 31 "March, 2025 a going concern basis.
5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and
6. There is proper system to ensure compliance with the provisions of ail applicable laws and that such systems are adequate and operating effectively
P.EC.LARATIONFROMINDEPEND^NXDiRECIORS
The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act. 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act,2013.
ANNUAL EVALUATION OF THE BOARD AND BOARD COMMITTEES :
The Board carried out an annual evaluation of its own performance, of the Independent Directors Individually as well as of the working of the Committees of the Board The evaluation of performance of the Board and its Committees. Independent Directors, Non-Independent Directors and Chairperson earned out by the Board was found to be highly satisfactory. The Board also noted that all the Independent Directors of the Company are fulfilling the criteria of their independence as per the provisions of section 149 (6) of the Companies Act, 2013 and Regulation 16 (1)(b) ofSEBI (LODR) Regulations. 2015
DEPOSITORY SYSTEM:
Your Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares in Dematerialized form.
LISTING INFORMATION :
The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year 2024-2025 have been paid to BSE.
DEMATERIALISATION OF SHARES
The Promoters and Promoter group have dematerialized 88.47% of their shareholding as on date of this report The Promoters and Promoter Group have finished the dematerialization of their shareholding whatever has been possible.
INDUSTRIAL RELATIONS:
Industrial relations remained cordial throughout the year Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.
DEPOSITS:
The company h3s not invited or accepted any Deposits within the meaning of Section 73 of the Companies Act. 2013 and the rules made there under.
LOANS, GUARANTEE AND INVESTMENTS:
Pursuant to the Provision of Section 186(4) of the Companies Act. 2013 requiring disclosure in the financial statements of the full particulars of the loan given, investment made or guarantee given or security provided directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate. The company does not make any investment in securities or give guarantee to any other body corporate. Further, the company has not given any loan to others during the year ended March 31,2025.
§iSmCANT_AND MATERIAL ORDERS PASSED^
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and/or material orders passed by the Regulators or Courts of Tribunals impacting the going concern status of the Company.
AUDIT COMMITTEE:
The Audit committee of the Comprises of Smt. Jashodaben S. Patel. Thereafter Smt. Krutiben M. Patel, Mr. Jitendra P. Limbachiya and Mr. Hasmukh S. Darji and Mr. Mustufa Najmuddm Jodhpurwala Members.The members of the Audit Committee duly met 5 times in year.
The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.
REMUNERATION AND NOMINATION COMMITTEE:
The Remuneration and Nominalion committee of the Comprises of Smt.Jashodaben S Patel Thereafter Smt Krutiben M. Patel and Mr. Jitendra P. Limbachiya as Members.The members of the Remuneration and Nomination committee duly mot 4 times in year.
The details of terms of reference of the Remuneration and Nomination Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Comprises of Smt. Krutiben M. Patel. Mr. Hasmukh S. Darji and Mr. MustufaNajamuddinJodhpurwala as Members.The members of the
Stakeholders Relationship Committeeduly met 4 times in year.
The details of terms ol reference of the Stakeholders Relationship Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report
DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Smt. Krutiben M. Patel(DIN. 01866427). Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
PERSONNEL;
There are no employees covered Under Section 197 of the Companies Act. 2013 read with Companies (Particulars of Employees) Rules, 1975 and hence no information required to this report.
ÝMERNALCONTROL AND JIS ADEQUACY:
The company has adequate internal controls and processes in place with respect to its financial statements which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. Those controls and processes are driven through various policies, procedures and certifications The processes and controls are reviewed periodically. The company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.
corporate
Since the Company's net worth does not exceed Rs.500 crores or Company's turnover does not exceed Rs.1000 crore or the Company's net profit does not exceed Rs.5 crore for any
financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC,:
Particulars with respect to Conservation of Energy as per Section 134 of theCompanies Act, 2013 read with the (Disclosures of particulars the Report of Board of Directors) Rules. 1988 and forming part of the Directors.
AUDITORS:
In accordance with the provisions of Section 139 of the Companies Act. 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules. 2014, M/s. Jain and Golechha. Chartered Accountants (Firm Registration Number 119637W). were appointed as Statutory Auditors of the Company in the Annual General Meeting to hold office from the conclusion of the 30th Annual General Meeting till the conclusion of the 33rd Annual General Meeting i.e. from F.Y. 2023-24 to F.Y. 2025-26.
COST AUDITORS & COST AUDIT REPORT:
Pursuant to the directives of the Central Government under the provisions of Section 148(3) of the Companies Act. 2013,the appointment of Cost Auditors is not applicable to the Company.
SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS REPORT:
Pursuant to the provisions of Section 204 of the Act. readwith the rules made thereunder, the Board re¬ appointed Ajay Parikh and Associates. Practicing CompanySecretary. to undertake the Secretarial Audit of yourCompany for FY 2024-25. The Secretarial Audit Reportfor the year under review is provided as Annexure-Bof this report.
The Secretarial Audit Report does not contain anyqualification, reservation, adverse remark or disclaimer.The observation of Secretarial Auditor is self- explanatoryin nature and does not require any commentsfrom the Board
Further, pursuant to amended Regulation 24 A of SEBIListing Regulations, and subject to your approval beingsought at the ensuing AGM scheduled on August13, 2025,M/s Ajay Parikh and Associates, Practicing CompanySecretary (C. P. No. 6503: Peer reviewed certificate no.1334/2021) has been appointed as a Secretarial Auditor toundertake the Secretarial Audit of your Company for thefirst term of five consecutive years from FY 2025-26 tilIFY 2029-30. M/s. Ajay Pankh& Associates have confirmedthat it is not disqualified to be appointed as a SecretanalAuditor and is eligible to hold office as Secretarial Auditorof your Company.
RESERVATION ANDQUALIFICATION ON AUDITOR REPORT:
There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The notes on financial statements are self-explanatory, and needs no further explanation
Further the Auditor’s Report for the Financial year ended 31 ’ March. 2025 is annexed herewith for your kind perusal and information
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm’s length basis and are in compliance with the applicable provisions of section 188 of the Companies Act. 2013 There are no materially significant related party transactions made by the company with promoters. Directors or key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.
The details of the transactions with Related Party are provided in the accompanying financial statements in Form AOC-2 enclosed asAnnexure D.
The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at WorkplacefPrevention. Prohibition and Redressal) Act. 2013 {hereinafter referred to as "Prevention of Sexual Harassment Act"). Internal Complaints Committees have also been set up to redress any such complaints received. The Company Iscommitted to providing a safe and conducive work environment to all of Its employees and associates. The Companyperiodically conducts sessions for employees across the organization to build awareness about the Policy and theprovisions of Prevention of Sexual Harassment Act.
No Complaints of sexual harassment were received during the financial year 2024-25 by the Company RISK MANAGEMENT:
The Company has put in place adequate effective system and man power for the purposes of risk Management by formulating risk management policy of the Company.
INSURANCE:
All the properties of the Company including Building. Plant & Machinery. Stock and Stores have been adequately insured
CASH FLOW STATEMENT:
As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended FORMALANNUAL EVALUATION:
The Company has devised a policy for performance evaluationof Independent directors. Board. Committees & individual Directors which includes criteria for performance evaluation of Executive Directors & non-executive Directors. Boardof directors have expressed their satisfaction with the evaluation process.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has formulated a Policy to establish a vigil mechanism for Directors and employees of Ihe Companyto report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct.
APPRECIATION:
Your Directors express their sincere thanks for the co-operation and assistance receivedfrom Dena Bank. Your Directors also express their gratitude to the investors.Employees, Agents. Dealers and Consumers of the Company for their valuable support and continued confidence report In the company.
By order of the Board
PLACE: Sidhpur Smt. Jashodaben S. Patel
DATE:16.05.2025 (CHAIRPERSON)
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