| Dear Members,
The Directors of the Company take pleasure in presenting their 27th
Annual Report together with the annual audited financial statements for
the financial year ended March 31, 2015.
Financial Results
The summary of the Company's financial performance for the financial
year 2014-15 as compared to the previous financial year 2013-14 is
given below:
(Amt in lacs)
Particulars Year Ended Year Ended
31/03/2015 31/03/2014
Income 11129.82 7770.68
Less: Expenses (11132.25) (7770.09)
Less: Depreciation (21.47) (23.29)
Profit after Depreciation & Interest 19.04 24.81
Provision for Taxation 5.88 7.50
Provision for Tax (deferred) (3.27) 0.77
Profit after Tax 16.43 16.55
Net profit/ (Loss) 16.43 16.55
Balance carried to Balance Sheet 16.43 16.55
Highlights
During the year your company has diversified its business into
manufacturing of surgical products business. During the year your
company has income of Rs. 1129.82lacs including other income as
compared to Rs.7770.68Lacs in the previous year. The Net profit after
tax was Rs. 16.43 lacs against the Net Profit of Rs. 16.55Lacs in the
previous year.
Dividend
In order to conserve the resources, your Directors are unable to
declare any dividends.
Deposits
Your Company has not accepted any deposits from the public falling
within the ambit of Section 73 and 74 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits) Rules, 2014.
Board of Directors
All Independent Directors have submitted the declaration of
Independence as required under Section 149(7) of the Companies Act,
2013 confirming that they meet the criteria of independence as laid
down under Section149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
Declarations Given By Independent Directors
All the Non-Executive and Independent Directors have confirmed to the
Board that they qualify to be considered as independent as per the
definition of 'Independent Director' stipulated in Section 149(6) of
the Act and Clause 49(II)(B)(1) of the Listing Agreement. These
confirmations have been placed before, and noted by the Board.
Policies On Directors' Appointment And Remuneration
The policies 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 Act is appended as Annexure I (a) & I (b) to
this Report.
Evaluation Of Board Of Directors
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a
whole, the Directors individually as well as of various Committees of
the Board. The performance evaluation of the Independent Directors was
carried out by the Nomination and Remuneration Committee and noted in
turn by the Board.
Board Committees
Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of
reference and meetings held during the year are provided in Report on
Corporate Governance' forming part of the Annual Report.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section
134(5) of the Act with respect to Directors' Responsibility Statement,
your Directors hereby confirm that:
* in the preparation of the annual accounts, the applicable accounting
standards have been followed;
* appropriate accounting policies have been selected and applied
consistently and estimates and judgments made 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;
* proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of Act have been taken for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities;
* the annual accounts have been prepared on a going concern basis; and
* Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Auditors
* Statutory Auditors
The Company Auditors, M/s. S S R V & Associates, Chartered Accountants,
retire at the conclusion of the forthcoming Annual General Meeting and
are eligible for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
('the Act') read with Rule 6 of the Companies (Audit and Auditors)
Rules, 2014, the Audit Committee and the Board have recommended their
re-appointment as Auditors of the Company from the conclusion of the
forthcoming Annual General Meeting till the conclusion of the next
Annual General Meeting of the Company.
The Company has received a written consent to such appointment from
M/s. S S R V & Associates, Chartered Accountants, and a certificate
that the appointment, if made, shall be in accordance with the criteria
as specified in Section 141 of the Act. 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.
* Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK
& Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2014-2015. The
Report of the Secretarial Auditor is annexed herewith as Annexure II
and forms an integral part of this Report.
Risk Management And Internal Controls
The Company has a well-defined risk management frame work in place. The
details of the risks faced by the Company and the mitigation thereof
are discussed in detail in the Management Discussion and Analysis
report that forms part of the Annual Report.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under Clause 49 of
the Listing Agreement form part of the Annual Report. The certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the Corporate
Governance Report.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are
appended as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act
and the above Rules are provided in the Annual Report. The disclosures
as specified under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been appended
to this Report as Annexure IV.
Board meetings
The Board meets at regular intervals to discuss and decide on the
Company's policies and strategy apart from other Board matters.
During the financial year 2014-15, fourteen board meetings were held on
May 30, 2014, August 11, 2014, October 10, 2014, February 13, 2015 and
March 31, 2015. The gap between the two board meetings did not exceeds
120 days.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is
given in the Report as Annexure IV.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 134(3)(m) of the
Act read with Companies' (Accounts) Rules, 2014regarding Conservation
of Energy and Technology Absorption, and research and development are
not applicable to the Company.
Listing Of Shares of The Company
The Equity Shares of your Company continue to remain listed on Bombay
Stock Exchange Ltd.
The Company has paid the listing fees as payable to the BSE Ltd. for
the financial year 2015-16 on time.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the
Management, the concerns about behavior of employees that raise
concerns including fraud by using the mechanism provided in the Whistle
Blower Policy. The details of the said Policy are included in the
Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2014-15, no cases under this mechanism were
reported in the Company and any of its subsidiaries/ associates.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment
of Women at Workplace:
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the financial year 2014-15, no cases in the nature of sexual
harassment were reported at our workplace of the company.
Management Discussion and Analysis Report
Further, a separate Management Discussion and Analysis Report covering
a wide range of issues relating to Industry Trends, Company
Performance, SWOT analysis, Corporate Process, Business Outlook among
others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
Certification
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
Acknowledgements
The Directors express their sincere gratitude to the BSE Limited,
National Stock Exchange of India Limited, Ministry of Finance, Ministry
of Corporate Affairs, Registrar of Companies, National Securities
Depository Limited, other government and regulatory authorities,
financial institutions and the bankers of the company for their ongoing
support.
The Directors also place on record their sincere appreciation for the
continued support extended by the Company's stakeholders and trust
reposed by them in the Company. The Directors sincerely appreciate the
commitment displayed by the employees of the Company resulting in
satisfactory performance during the year.
On behalf of the Board of Directors
Sd/-
Ketu Parikh
(Managing Director)
DIN - 00185343
Date: 22/08/2015
Place: Vasai
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