Dear Members,
The Directors' present the 22nd Annual report on the business and
operations of your Company for the year 2014-15.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
Particulars Year Ended Year Ended
31.03.2015 31.03.2014
(') (')
Gross Sales/Income 2,65,69,154 45,674,748
Less Depreciation 60,00,512 7,793,145
Profit/ (Loss) before Tax 26,71,318 (6,900,388)
Taxes/Deferred Taxes 13,62,172 7,25,345
Profit/ (Loss) After Taxes 13,09,146 (7,625,733)
P& L Balance b/f 12,25,76,133 (10,60,19,576)
Profit/ (Loss) carried to Balance Sheet 4,87,57,945 12,25,76,133
NATURE OF BUSINESS
The Company is engaged in the business of manufacturing of
pharmaceuticals Products.
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.
13,09,146 has been carried forward to profit & loss account.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company drew remuneration of ' 60,00,000/-
or more per annum / ' 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.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs.
1,56,56,750/-
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 loan from any Bank or Financial
institution during the year under review.
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:
Mrs. Payal Mehta, Director of the Company are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer herself for re-appointment.
During the year under review, Company has accepted resignation of Mr.
Mihir Mahendrabhai Patel, Mrs. Riddhi Mihir Patel, Ms. Naimi Mihir
Patel and Mr. Shailesh Babubhai Patel from the Directorship of the
Company on 16/06/2014.
The Company has appointed Mr. Harsh Jitendrakumar Shah as an additional
director of the Company on 16/06/2014.
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 fourteen 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.
DIVIDEND:
In view of losses, your Directors do not recommend any dividend during
the year.
DEPOSITS:
During the year under review the Company has not accepted any deposits
to which the provisions of section 73, 74 of the Companies Act, 2013
read with Acceptance of Deposits Rules, 2014 as amended are applicable.
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.
AMALGAMATION:
The Company has obtained approval from Hon'ble High Court of Gujarat
for the Scheme of arrangement for revival of Relish Pharmaceuticals
Limited and Amalgamation of Proper Dealcomm Private Limited (Transferor
Company) with Relish Pharmaceuticals Limited (Transferee Company) and
Re-organization of Share Capital of Relish Pharmaceuticals Limited
(Transferee Company) vide Hon'ble High Court of Gujarat order dated
20/12/2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
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 annexed herewith as "Annexure-A".
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. B. J. Trivedi & Associates, Chartered
Accountants, 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. Internal Auditor
The Company has appointed M/s. Suresh R. Shah & Associates, Chartered
Accountants, Ahmedabad as internal auditors of the company.
C. 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 Rupal Patel
Practicing Company Secretary, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as "Annexure
- B".
Reply to the qualification Remarks in Secretarial Audit Report:
a) The company has not filed notice for trading window closure as
required under clause 3.2.1 of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 1992 during the
year under review.
In this regard the management of the Company has provided the following
reply:
But the Company has informed BSE that the Company has complied the
requirement of the regulation 8 (Code of Fair Disclosure) and
regulation 9 (Code of Conduct) of the SEBI (Prohibition of Insider
Trading) Regulation, 2015 on 30th May, 2015.
b) During the year under review, the Company has not appointed Key
Managerial Personnel as required under section 203 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
In this regard the management of the Company has provided the following
reply:
But the company has appointed CEO and CFO on 20th August, 2015 and
Company Secretary on 05/ 08/2015.
c) Composition of Board of Directors, Audit Committee & Nomination and
Remuneration Committee:
The composition of the Board of Directors is not in compliance with
clause 49 of Listing Agreement read with the provisions of Companies
Act, 2013.
In this regard the management of the Company has provided the following
reply:
The company is in the process of complying with these requirements of
the Companies Act, 2013.
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.
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-C".
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 there under.
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.
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
Date : 16/05/2015
Place : Ahmedabad
Sd/- Sd/- Sd/-
Dakshesh Shah Anar Patel Sujay Mehta
Director Director Director
(DIN: 00561666) (DIN: 02588388) (DIN: 02145467)
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