Dear Members,
Your Directors are delighted to present the 29thAnnual Report of your Company together
with the Audited Annual Accounts for the financial year ended 31st March, 2023.
1. Financial Results:
The Financial Performance of your Company for the year ended March 31, 2023 is
summarized below
(Amount in Hundreds)
| Particulars |
For the year ended |
|
31.03.2023 |
31.03.2022 |
| Revenue from operations |
2330.00 |
29057.13 |
| Profit/(Loss) before Depreciation & Income Tax |
(92515.16) |
(41886.06) |
| Less: Depreciation |
14579.06 |
51361.22 |
| Profit/(Loss) after depreciation |
(107094.22) |
(93247.28) |
| Less: Provision for Income Tax/Deferred Tax |
(2055.40) |
(79089.22) |
| Profit/(Loss) After Taxation |
(105038.82) |
14158.06 |
| Other Comprehensive Income |
1524.69 |
1711.14 |
| Total Comprehensive Income for the period carried over to Reserve & Surplus a/c |
(103514.13) |
12446.92 |
2. Dividend:
In view of losses incurred by the Company, your Directors regret their inability to
recommended dividend on equity shares for the year under review.
3. Reserves:
No amount is proposed to be transferred to Reserves for the year under review.
4. Brief description of the Company's working during the year:
In the absence of sufficient orders during the year under review, there is a decline in
the operating activities of the company. Due to absence of orders there were nil
production activities in the company's plant during the year under review. Hence, the
company's turnover has drastically turned down and the company has suffered a loss of Rs.
107.09 Lacs.
During the year under review, your company has applied for renewal of its Drug
Manufacturing Licences before the term of its expiry with the Food & Drugs
Administration (FDA), Panchkula, for manufacturing pharmaceutical and allied products and
the same is under consideration at the end of the FDA. The management of the company
firmly believes that the company would be able to restart its business operations as the
company is getting quotes from the prospective buyers &further the management is of
the opinion that the new deals would be finalized soon.
The management of the company is also exploring the market and business opportunities
in Indian and overseas markets and is putting necessary efforts in this respect so that
the operations of the company can be started again and the financial position & net
worth of the company could be improved.
5. Change in the nature of business, if any:
During the year, there is no change in the nature of business activity of the company.
6. Material changes and commitments, if any, affecting the financial position of the
company which has occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report:
There are no material changes and commitments affecting the financial position of the
company which has occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.
7. Details of significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and company's operations in future:
During the year, there are no significant and material orders passed by the Regulators
or Courts or Tribunals which may impact the going concern status and company's operations
in future.
8. Details in respect of adequacy of internal financial controls with reference
to the Financial Statements:
The Board has adopted policies and procedure for ensuring the orderly and efficient
conduct of its business, including adherence to the company's policies, the safeguarding
of its asset, the prevention and detection of fraud and error, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company has no Subsidiary or Joint-venture or Associate Company. During the year
under review, no company has become subsidiary/Joint-venture/Associate of your company.
Your company became an Associate Company of Vikas Lifecare Limited as the later company
had acquired 22.04% of the shareholding of your company. However, during the year under
review, on 20-06-2022, Vikas Lifecare Limited had divested 04.53% shareholding of your
company; thereby its aggregate shareholding in your company has decreased to 17.51% and on
07-11-2022, Vikas Lifecare Limited had further divested its entire shareholding of 17.51%.
Hence, your company is no longer an Associate company of Vikas Lifecare Limited.
10. Performance and financial position of each of the subsidiaries, associates and
joint venture companies included in the consolidated financial statement:
During the year, no consolidated financial statements have been prepared by the company
as the Company has no subsidiary company or Associate Company.
11. Public Deposits:
Your Company has not accepted any deposits from public within the meaning of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014,
during the year under review. The details relating to deposits, covered under Chapter V of
the Act is as under-
| a) |
accepted during the year |
Rs Nil |
| b) |
remained unpaid or unclaimed as at the end of the year |
Rs Nil |
| c) |
whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved |
N.A. since the company has not accepted any deposits. |
| i. |
at the beginning of the year |
Rs Nil |
| ii. |
maximum during the year |
Rs Nil |
| iii. |
at the end of the year |
Rs Nil |
12. Auditors:
A. Statutory Auditors:
During the year under review, M/s. Nemani Garg Agarwal & Co., Chartered Accountants
(Firm Registration Number: 010192N) had been appointed as the Statutory Auditors of the
company in the 28thAnnual General Meeting held on 28th September, 2022 to hold office for
a period of Four (4) consecutive years from the conclusion of 28th Annual General Meeting
until the conclusion of 32nd Annual General Meeting of the Company
A brief profile of Nemani Garg Agarwal & Co. is as under:
Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering
comprehensive professional services which include Audit, Management Consultancy, Tax
Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.
Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of
distinguished Chartered Accountants, Corporate Financial Advisors and Tax Consultants. The
firm represents a combination of specialized skills, which are geared to offers sound
financial advice and personalized proactive services. Those associated with the firm have
regular interaction with industry and other professionals which enables the firm to keep
pace with contemporary developments and to meet the needs of its clients.
Statutory Auditors' Report:
The company always strives to present a unqualified Financial Statement. However, there
are some observations on Auditor's Report for the F.Y. 2022-23, which are as under:-
Auditor's Observation:-
a) The company had recorded the cost of investment at the face value of the equity
shares issued and had not determines the fair value as required by IND-AS. The shares were
not made available for physical verification. Hence we are unable to comment upon the
physical existence and express an opinion on the value of investment recorded.
b) The Capital work in Progress has been stalled. The physical conditions of these
assets under construction require technical evaluation to determine impairments or write
offs, if any. However, in view of the management, the suspension is temporary in nature
and assets under construction are not obsolete, and the company will be able to resume
construction activities in near future and accordingly no provision is required.
Report of the Statutory Auditor is annexed with the Annual Report, however, as regards
qualifications' made by the Auditors' in their report your Directors states as under:-
a) The company has misplaced/lost the share certificates of the Investment made by it
in unquoted equity shares of other companies during the shifting of its records. Hence
these share certificates are not physically held by the company. The Company has sent
various request letters to the companies in which it has made investments for issue of
duplicate share certificates. However, till date the company has not received any reply
from these companies. In order to ensure the compliance of IND AS in true letter and
spirits, the company is also trying to ascertain the fair market value of its investments.
b) In order to expand its business operations, the Company had released some funds to
contractors to construct an additional block in the factory. However, for the time being
and due to some technical and other reasons, the management had to suspend the said
construction activity. But, the management of the company believes that the suspension is
temporary in nature and assets under construction are not obsolete, and the company will
be able to resume construction activities in near future and accordingly no provision is
required. Further company is also receiving its advances back from some vendors due to non
execution of deal.
B. Secretarial Auditors:
As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the
Board had appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries,
as Secretarial Auditor of the Company for the F.Y. 2022-23.
Annual Secretarial Compliance Report & Secretarial Audit Report
SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated
that all listed entities in addition to Secretarial Audit, on an annual basis, require a
check by the PCS on compliance of all applicable SEBI Regulations and circulars/
guidelines issued thereunder.
In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company
Secretaries, the Secretarial Auditors of the Company examined the compliance of all
applicable SEBI Regulations and circulars / guidelines and provided their report. The
Secretarial Auditors vide their report dated 03rd July, 2023, have reported that your
company has maintained proper records under the provisions of SEBI Regulations and
Circulars / Guidelines issued thereunder.
There are no qualifications, reservations, adverse remarks or disclaimers given by the
Secretarial Auditor in its Secretarial Audit Report and Annual Secretarial Compliance
Reportdated03rdJuly, 2023&27th May, 2023respectivelyfor the Financial Year 2022-23
except the following:
a) The Company has not paid the annual listing fees for the F.Y. 2021-22 &2022-23
to BSE
b) BSE has restricted the trading of the company on account of Graded Surveillance
Measure (GSM) under Stage IV.
Report of the Secretarial Auditor is annexed with the Annual Report, however, as
regards qualifications' made by the Secretarial Auditors in their report your Directors
states as under:-
a) Due to paucity of funds, the Annual Listing Fees to BSE could not be paid. The
management of the Company is trying its level best to arrange funds & is expected to
pay the fees in very near future.
b) In the absence of sufficient orders during the year under review, there is a decline
in the operating activities of the company. The management of the company is exploring the
market and business opportunities and is putting necessary efforts in this respect so that
the operations of the company can be started again and the financial position & net
worth of the company could be improved.
The company has also obtained a certificate from M/s Kundan Agrawal & Associates,
Practising Company Secretary confirming that none of the Directors on the Board of the
Company has been debarred or disqualified from being appointed or continuing as Directors
of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs
or any such Statutory Authority .However, there are some observations in the said
certificate for the F.Y. 2022-23, which are as under:-
• National Stock Exchange vide order no NSE/COMP/51141 Circular Ref. No: 03/2022
dated 27/01/2022 declared Omkam Capital Markets Pvt. Ltd. as a defaulter and expelled the
company from being its trading member and disqualified Mr. Peeyush Kumar Aggarwal from
being Director of any company which is a trading member of Stock Exchange citing clause
(iv) sub-rule 4(A) & 5 of Rule 8 of Securities (Contract) Regulation Rules, 1957.
• Clause (iv) of sub-rule 4(A) of Rule 8 provides thata company as defined in the
Companies Act, 1956 (1 of 1956), shall also be eligible to be elected as a member of a
stock exchange if— the directors of the company are not disqualified from being
members of a stock exchange under clause (1) [except sub-clause (b) and sub-clause
(f)thereof] or clause (3) [except sub-clause (a) and sub-clause (f) thereof] and the
Directors of the company had not held the offices of the Directors in any company which
had been a member of the stock exchange and had been declared defaulter or expelled by the
stock exchange.
• In view of the provisions contained in Securities (Contract) Regulation Rules,
1957, Mr. Peeyush Kumar Aggarwal is disqualified to act as Director in companies which are
also a trading member of Stock Exchange, However, he can still hold directorship in
companies which are not a trading member of Stock Exchange.
• We have been informed by the Management that Omkam Capital Markets Private
Limited has filed an appeal against the said order of NSE before the honorable Securities
Appellate Tribunal (SAT). The appeal has been registered as A. NO 213 of 2022. Perusal of
orders passed by honorable SAT, we understand SAT vide its order dated 09/06/2023 has
directed NSE to reconsider its decision of expelling the Company after affording an
opportunity within a period of two months from the date of the order.
The Annual Secretarial Compliance Report and the Secretarial Audit Report and
certificate regarding disqualification of Directors for the F. Y. 2022-23are provided as Annexure-i(A),
1(B) & 1(C) respectively.
C. Internal Auditor:
Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the
Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi
& Co., Chartered Accountants as the Internal Auditor of the company for the FY
2022-23.
13. Cost Audit
Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the
Company is required to maintain cost records for all the products being manufactured by it
and get the same audited by a cost auditor. But due to turnover based criteria as
prescribed by Central Government, cost audit is not required in our company for the
financial year 202223 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.
14. Share Capital:
| A |
Issue of equity shares with differential rights: |
During the year, company has not issued any equity shares with differential rights. |
| B |
Issue of sweat equity shares |
During the year, company has not issued any Sweat equity shares. |
| C |
Issue of employee stock options |
During the year, company has not issued employee stock options. |
| D |
Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees |
Rs Nil |
| E |
Bonus Shares |
No bonus shares were issued during the year under review. |
In order to augment resources for working capital, capital expenditure and business
expansion requirements, the Board of Directors of the Company in its meeting held on April
15, 2022 had, subject to the approval of shareholders in the general meeting, considered
and proposed to raise funds by way of preferential Issue of up to 2,50,00,000 Fully
Convertible Warrants ('Warrants') each carrying a right exercisable by the Warrant holder
to subscribe to one Equity Share of face value of Rs. 10/- per share, at an issue price
(including the warrant subscription price and the warrant exercise price) of Rs. 10/- per
Warrant aggregating to Rs. 25,00,00,000/- to person(s) belonging to Promoter &
Promoter Group and Non-Promoter category.
Further, the Board of Directors of the Company in its meeting held on April 15, 2022
had also considered and proposed to Increase and alter the Authorized Share Capital of the
Company from Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two
Crore) Equity Shares of Rs. 10/- each to Rs. 45,00,00,000/- (Rupees Forty-Five Crores
only) divided into 4,50,00,000 (Four Crore Fifty Lakh) Equity Shares of Rs. 10/- each.
However, due to unavoidable circumstances, the Board of Directors in its meeting held
on 23 rd April, 2022 had withdrawn the proposed preferential allotment and consequent
increase of Authorised Share Capital of the Company.
15. Annual Return
An Extract of the Annual Return in form MGT-9 as of March 31, 2023, pursuant to the sub
section (3) of Section 92 of the Companies Act 2013 is placed at the Company's website
under the web link: :
https://www.mpspharmaa.com/reports/annualrpt/mgt9-23.pdf
Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31,
2023 in Form MGT-7, is available on the website of the Company at the link:
https://www.mpspharmaa.com/reports/annualrpt/mgt7-23.pdf
16. Conservation of energy, technology absorption and foreign exchange earnings
and outgo:
The Company lay focus on Conservation of energy with studies, discussions and analysis,
which are undertaken regularly for further improvement. In terms of requirement of
Section134 (3) (a) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts)
Rules, 2014 the required information relating to conservation of energy, technology
absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-2.
17. Corporate Social Responsibility (CSR):
In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate
Social Responsibility are not applicable to the Company.
18. Directors and Key Managerial Personnel:
A) Changes in Directors and Key Managerial Personnel Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Peeyush Kumar
Aggarwal (DIN 00090423), Managing Director of the Company, retires by rotation at the
forthcoming AGM, and being eligible, offers himself for reappointment.
Considering the vast experience of Mr. Peeyush Kumar Aggarwal, the Board is of the
opinion that his reappointment will immensely benefit your Company. The Board recommends
his reappointment.
Brief profile of the Mr. Peeyush Kumar Aggarwal, Director of the Company who is
proposed to be re-appointed is mentioned herein below:
Mr. Peeyush Aggarwal, aged about 60 years, is a fellow Member of the Institute of
Chartered Accountants of India. He has rich experience of over 30 years. A first
generation Entrepreneur having a clear business vision and practicing a hands-off
approach. He has mastered the art of Mergers & Acquisitions. His business interests
today are in the areas of Information Technology; Telecom VAS; Digital Cinema ; Retail ;
Broking (Shares, Commodities, Insurance) ; Real Estate ; Construction & Hospitality.
In addition, he has had an extensive experience in strategic and feasibility consulting,
preparing business plans, and conducting due diligence, reviews and business valuation. He
has had significant expertise in assisting Indian Companies in financial and management
audits. He also has rich and vast experience in the field of Corporate Laws, Finance and
Taxation, Project Management etc.
Mr. Peeyush Kumar Aggarwal holds 19,57,159 equity shares constituting 10.24 % of the
Paid up Share Capital of the Company.
Mr. Peeyush Kumar Aggarwal, Managing Director, holds directorship in following other
companies:
| S.No |
Name of the Companies |
Designation |
| 1 |
MPS INFOTECNICS LIMITED |
Managing Director |
| 2 |
INTERWORLD DIGITAL LIMITED |
Director |
| 3 |
ONUS PLANTATIONS AND AGRO LIMITED |
Director |
| 4 |
NIRVANA BIOSYS PRIVATE LIMITED |
Director |
| 5 |
PRASHANT SOFTWARES PRIVATE LIMITED |
Director |
| 6 |
SATURN INFOSERVE PRIVATE LIMITED |
Director |
| 7 |
MPS EXIM PRIVATE LIMITED |
Director |
| 8 |
OMKAM INNS PRIVATE LIMITED |
Director |
| 9 |
MPS INFORMATICS PRIVATE LIMITED |
Director |
| 10 |
ADVANTA BUILDWELL PRIVATE LIMITED |
Director |
| 11 |
SQUAREYARDS ESTATES PRIVATE LIMITED |
Director |
| 12 |
POWERSOFT SOLUTION PRIVATE LIMITED |
Director |
| 13 |
OMKAM INFOTEL PRIVATE LIMITED |
Director |
| 14 |
WELCOME BUILDERS PRIVATE LIMITED |
Director |
| 15 |
OMKAM CAPITAL MARKETS PRIVATE LIMITED |
Director |
| 16 |
OMKAM DEVELOPERS LIMITED |
Director |
| 17 |
ONTIME CARGO AND COURIERS PRIVATELIMITED |
Director |
| 18 |
OMKAM FILMS PRIVATE LIMITED |
Director |
| 19 |
OMKAM GLOBAL CAPITAL PRIVATE LIMITED. |
Director |
Details of his Directorship and Committee membership in other listed and public limited
companies are as follows:-
| Sl. No. |
Directorships in other listed and Public |
Committee Membership/Chairmanship |
|
|
Limited Companies |
|
|
| 1 |
MPS Infotecnics Limited |
Audit Committee |
Member |
|
|
Stakeholder's Rela tionship |
Member |
|
|
Committee |
Member |
|
|
Risk Management Committee |
Member |
|
|
Corporate Social Responsibility |
|
| 2. |
Interworld Digital Limited |
Audit Committee |
Member |
|
|
Nomination and Remuneration Committee |
Member |
|
|
Stakeholder's Rela tionship Committee |
Member |
|
|
Risk Management Committee |
Member |
|
|
Investigation Committee |
Chairman |
| 3. |
Onus Plantations And Agro Limited |
NIL |
NIL |
| 4. |
Omkam Developers Limited |
NIL |
NIL |
Details of listed companies in which Mr. Peeyush Kumar Aggarwal resigned in the past
three years - NIL
After the year under review, Mr. Ajay Sharma (DIN:03344008) was appointed asan
Additional Director, categorised as Independent Director of the Company w.e.f. 13/07/2023
to hold office for a term of Five consecutive years pursuant to the provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 149, 150, 152
and 161and any applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification (s) or re - enactment thereof for the time being in force) read with Schedule
IV to the Companies Act, 2013
In compliance with the provisions of Section 149 read with Schedule IV of the Act and
SEBI (LODR) Regulations, 2015, the appointment of Mr. Ajay Sharma as an Independent
Director is now being placed before the members for their approval.
A brief profile of Mr. Ajay Sharma is given below:
Mr. Ajay Sharma (DIN: 03344008) aged about 50 years is a Commerce Graduate from
University of Delhi. He has an enriched experience of more than two decades in trading
& retail business .He has significant expertise in preparing business plans and
business evaluation. His business interests are in the areas of real estate, retail &
infrastructure, software & stock broking companies marketing and administration, real
estate business & financial services. Mr. Ajay Sharma holds directorship and
membership of the Committees of the Board of Directors of the under stated public
companies:
| S.No. |
Name of the Company |
Designation |
Chairmanship/Membership of the Committees |
| 1 |
Interworld Digital Limited |
Independent Director |
Audit Committee- Chairman |
|
|
|
Nomination and Remuneration Committee- Chairman |
|
|
|
Stakeholders Relationship Committee- Chairman |
|
|
|
Risk Management Committee- Chairman |
|
|
|
Investigation Committee - Member |
| 2 |
B. P. Capital Limited |
Independent Director |
Audit Committee- Chairman |
|
|
|
Nomination and Remuneration Committee- Chairman |
|
|
|
Stakeholders Relationship Committee- Chairman |
| 3 |
E-Visesh.Com Limited |
Director |
NIL |
Mr. Ajay Sharma holds 10 equity shares of the Company.
Mr. Ajay Sharma does not have any relationship with any of the existing directors and
Key Managerial Personnel.
Details of listed companies in which Mr. Ajay Sharma resigned in the past three years -
NIL
Further, Mr. Manoj Kumar Jain, (DIN: 01887411), Independent Director of the Company,
has tendered his resignation from the position of the Independent Director of the Company
with effect from 04th July, 2023 due to personal reasons and business commitments.
Further, Mr. Manoj Kumar Jain vide its letter dated 04th July, 2023 has confirmed that
there is no material reason other than those provided in the resignation letter tendered
by him.
Names of listed entities in which the Mr. Manoj Kumar Jain holds directorships,
indicating the category of directorship and membership of board committees as on the date
of his resignation are as follows:
| S.No. |
Name of the Company |
Designation |
Chairmanship/Membership of the Committees |
| 1 |
North Eastern Carrying Corporation Limited |
Independent Director |
Audit Committee- Chairman Nomination and Remuneration Committee- Chairman Stakeholders
Relationship Committee- Chairman |
| 2 |
NECC Logistics Limited |
Independent Director |
Audit Committee- Member Nomination and Remuneration Committee- Member Stakeholders
Relationship Committee- Member |
| 3 |
Karma Vastu Research Hub Private Limited |
Director |
NIL |
B. Declaration by Independent Directors:
All Independent Directors of the Company have submitted the requisite declarations
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations, as amended.
The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company's Code of Conduct.
They have further confirmed that they are not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties and that they are independent of the management. Further, the
Independent Directors have also submitted their declaration in compliance with the
provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, which mandated the inclusion of
an Independent Director's name in the data bank of the Indian Institute of Corporate
Affairs ('IICA') for a period of one year or five years or life time till they continue to
hold the office of an independent director.
In the opinion of the Board, all the Independent Directors have integrity, expertise
and experience.
C. Formal Annual Evaluation:
In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal
mechanism for evaluating its performance as well as that of its Committees and Individual
Directors including the Chairman of the Board. Structured questionnaires were used in the
overall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that of
the Chairman and Non - Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
19. Number of meetings of the Board of Directors:
Ten meetings of the Board of Directors were held during the year on 15th April, 2022,
23rd April, 2022, 21st May, 2022, 12th August, 2022, 19th August, 2022, 01st September,
2022, 12th November, 2022, 15th December, 2022, 03rdFebruary, 2023 and 31st March, 2023.
A separate meeting of the Independent Directors was held on 30.03.2023.
20. Committees of the Board:
During the year under review, in accordance with the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has the
following Committees:
* Audit Committee
* Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
Details of the said Committees alongwith their charters, compositions and meetings held
during the year are provided in the Report of Corporate Governance as a part of this
Annual Report.
21. Board Evaluation:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013
provides that a formal annual evaluation needs to be made by the Board of its own
performance and that of its Committees and individual directors. Schedule IV of the
Companies Act, 2013, states that the performance evaluation of Independent Directors shall
be done by the entire Board of Directors, excluding the director being evaluated.
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Companies Act,
2013 and the corporate governance requirements as prescribed by Securities and Exchange
Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board
evaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of Performance
Evaluation Policy formulated by the Board and after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members on the basis of the criteria such as the composition of committees,
effectiveness of Committee meetings, etc. and on such further criteria as is set out in
the Performance Evaluation Policy(as per Annexure -3) formulated by the Nomination
and Remuneration Committee and approved by the Board to evaluate the performance of the
Board and its Committees.
In a separate meeting of Independent Directors held on 30.03.2023, performance of
non-Independent Directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
Based on the outcome of performance evaluation for the financial year 2022-23, further
measures/actions have been suggested to improve and strengthen the effectiveness of the
Board and its Committees.
22. Policy on Directors' Appointment and Remuneration:
Your Company has a policy to have an appropriate mix of Executive, Non-Executive and
Independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As on March 31, 2023, the Board consisted of 4
members and out of which 1 (One) is an Executive Director, 2 are Non-Executive Independent
Directors including 1 Woman Director and 1is a Non-Executive Director liable to retire by
rotation.
The policy 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 Companies Act,
2013, adopted by the Board, is attached as Annexure-4 to the Board Report. Further
no remuneration, at present, is being paid to any of the Directors of the Company.
23. Risk management policy and Internal Control:
The Company has adopted a Risk Management Policy duly approved by the Board and also
has in place a mechanism to identify access, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
24. Whistle Blower Policy and Vigil Mechanism:
Your Company has established a "Whistle Blower Policy" and Vigil Mechanism
for directors and employees to report to the appropriate authorities concerns about the
unethical behaviour actual or suspected, fraud or violation of the Company's code of
conduct policy and provides safeguards against victimization of employees who avail the
mechanism and also provide for direct access to the Chairman of the Audit Committee. The
said policy has been uploaded on the website of the company. The same can be accessed at
the website of the Company under the Investment Information head at the link
http://mpspharmaa.com/reports/policy/whistle blower.pdfNone of the personnel has been
denied access to the Audit Committee.
25. Particulars of loans, guarantees or investments under Section 186:
Particulars and details of loans given, investments made or guarantees given and
securities provided, if any, at the year end and maximum outstanding amount thereof during
the year as required under Para A of Schedule V of the Listing Regulations have been
provided in the notes to the Financial Statements of the Company
26. Contracts and arrangements with related parties:
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website http://mpspharmaa.com/reports/policy/related party.pdf. Pursuant to
Section 134 (3)(h) of the Companies Act, 2013 and Rules made there under, particulars of
transactions with related parties as required under section 188(1) of the Companies Act,
2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as "Annexure-5".
The details of the transactions with related parties are provided in Notes to Financial
Statements.
27. Corporate Governance:
Your Company has been benchmarking itself with well-established Corporate Governance
practices besides strictly complying with the requirements of Regulation 17 to 27 and any
other applicable Regulation of the SEBI under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.
A separate "Report on Corporate Governance" together with requisite
certificate obtained from Statutory Auditors of the Company, confirming compliance with
the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed to this Report.
28. Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of
Directors to the best of their knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March,
2023, the applicable accounting standards had been followed and no material departures
have been made from the same;
(b) the directors have selected 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 i.e. on
31st March, 2023 and of the profit or loss of the company for that period;
(c)the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating efficiently;
and
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
29. Particulars of Employees:
There are no employees employed throughout the financial year who were in receipt of
remuneration of Rs. 102 Lacs or more or employed for part of the year who were in receipt
of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 6.
During the year under review, none of the Directors of the Company has received
remuneration from the Company.
The Nomination and Remuneration Committee of the Company has affirmed in its meeting
held on 30/03/2023 that the remuneration paid to the Senior Management Employee/KMPs is as
per the remuneration policy of the Company.
30. Internal Auditors & Their Report:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made
thereunder, the Company had appointed M/s Sanghi& Co. as Internal Auditor for the
financial year 2022-23.
Internal Financial Control and Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly and efficient
conduct of its business, including adherence to the company's policies, the safeguarding
of its asset, the prevention and detection of fraud and error, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosure.
The Company has an adequate internal controls system commensurate with its size and the
nature of its business. All the transactions entered into by the Company are duly
authorized and recorded correctly. All operating parameters are monitored and controlled.
The top management and the Audit Committee of the Board of Directors review the adequacy
and effectiveness of internal control systems from time to time
31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with Rules thereunder:
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder, the Company
has not received any complaint of sexual harassment during the year under review.
32. Change in Name of the Company
Your Directors are pleased to inform you that during the year under review, your
company has obtained the approval of the Registrar of Companies, NCT of Delhi &
Haryana for change in its name from 'ADVIK LABORATORIES LIMITED' to 'MPS PHARMAA
LIMITED'. The name of the company has been changed to 'MPS PHARMAA LIMITED'
with effect from December 13, 2022.
33. Reporting of Frauds by Auditors'
During the year under review, the Statutory Auditors and the Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or Employees
to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which
need to be mentioned in this Report.
34. Secretarial Standards
The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1
(SS-1) on 'Meeting of the Board of Directors' and Secretarial Standard-2 (SS-2) on
'General Meeting' and both the Secretarial Standards have been approved by the Central
Government under section 118(10) of the Act. Pursuant to the provisions of section 118(10)
of the Act, it is mandatory for the Company to observe the Secretarial Standards with
respect to the Board Meeting and General Meeting.
The Company has adopted and followed the set of principles prescribed in the respective
Secretarial Standards for convening and conducting Meetings of Board of Directors, General
Meeting and matters related thereto. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards and that such
systems are adequate and operating effectively.
35. Human Resources:
Your Company treats its "human resources" as one of its most important
assets. We focus on all aspects of the employee lifecycle. This provides holistic
experience for the employees as well. During their tenure at the Company, employees are
motivated through various skill development programs. We create effective dialogue through
our communication channels to ensure effective dialogue through our communication channels
to ensure that feedback reach the relevant team, including leadership.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
36. Segment-wise performance:
The Company is into single reportable segment only.
37. Details relating to material variations
The Company has not issued any prospectus or letter of offer and raised no money from
public and as such the requirement for providing the details relating to material
variation is not applicable to the Company for the year under review.
38. Details of the difference between amount of the valuation done at the time of
one time settlement and the valuation done while taking loan from banks or financial
institutions along with the reasons theerof.
There was no one time settlement made with the Banks or Financial Institutions during
the Financial Year 2022- 23 and accordingly no question arises for any difference between
the amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from Banks or Financial Institutions during the year under review.
39. Management Discussion and Analysis:
The Management Discussion and Analysis Report on the business of the Company and
performance review for the year ended March 31, 2023, as stipulated in Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented
in a separate report which forms part of the Report.
40. Acknowledgements:
Your Directors are grateful to the Government of India, the Reserve Bank of India, the
Securities and Exchange Board of India, the Stock Exchanges and other regulatory
authorities for their valuable guidance and support and wish to express their sincere
appreciation for their continues co-operation and assistance. We look forward for their
continued support in future.
Your directors would like to express their sincere appreciation for the assistance and
cooperation received from banks, customers, vendors, Government, members and employees
during the year under review.
Finally, the Directors thank you for your continued trust and support.
|
For and on Behalf of the Board of Directors of |
|
MPS Pharmaa Limited |
|
(Formerly Advik Laboratories Limited) |
|
Sd/- |
|
(Peeyush Kumar Aggarwal) |
| Date 29th August, 2023 |
Chairman |
| Place: New Delhi |
DIN : 00090423 |
