To
Ttlo Members.
Vour directors have pleasure in presenting their Twenty Seventh Annual Report together
With Audited Statement of Accounts of the Company for the year ended 31*' March, 2021.
FINANCfAL RESULTS:
The Working results of the Company are as under
PARTICULARS |
31.03.2021 |
31.03.2020 |
TURNOVER |
995.52 |
1060.19 |
OTHER INCOME |
21.67 |
25.54 |
TOTAL INCOME |
1017.19 |
1085.73 |
PROFIT BEFORE DEPRECATION AND TAXATION |
18.47 |
38.74 |
LESS: DEPRECATION |
8.12 |
7.90 |
PROF1T/LOSS BEFORE TAX |
10.35 |
30.84 |
LESS: PROVISION FOR TAXATION |
0 |
0 |
PROFIT FOR THE YEAR |
10.35 |
30.84 |
BALANCE AS PER LAST BALANCE SHEET |
(286.06) |
(316.90) |
TOTAL PROFIT/LOSS |
(275.71) |
(286.06) |
BUSINESS OPERATIONS & PROSPECTS:
During the year under review your company has sales turnover of Rs.9.96 Cr.(ln respect
of Itsexisting activities).Profit before tax to Fts.18.47 Lacs
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 la no change in the nature if business during the year SHARE CAPITAL:
The paid-up equity shore capital as on 31w March, 2021 was Rs. 44,805,000/-.
There was no public Issue right 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 6 times fen a year and In respect of thoso meetings
propor notices were given arid the proceedings were properly recorded In the minute's book
ol the company maintained tor this purpose under the Companies Act. 2013.
SUBSfOIARY/JOINT VENTURSS/ASSQC1ATE COMPANIES'
The company has no any subsidiary, joint venture or associate companies.
DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U?S 149 <101:
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 Ad. 2013 and SEQIfListing
Obligations and Dmdosure Requirements) Regulation,2015 which h3$ tioun rolled on by the
company and placed at the Board Meeting of the company held on 2 V June. 2021
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A separate report or Management Discussion and Analysis is attached as a part of the
Annual report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of tne Annual Return in form MGT-91
is annexed herewith,
MARKETING:
Your Company has continued manufacturing agreement with Reekjt Bonck'tser Indio Ltd.,
for Bales of Isabgol Husk based product Fybogol' Abbot HoallhcatePvi Ltd.* for sales of
FABOLfTE' .Karnataka Antibiotics & Pharmaceuticals Ltd tor sale of Husky'. "Oman
Hygienic Products LLC" for exports, Rhine Biogenics Pvt. Ltd for sale of Trugol SF
Powder' andKinedex Healthcare Pvt Ltd for sale cif Laxovel Group of product and Appolo
Pharmacy for sale of Sat-lsabgoi etc Your Company has also continued manufacturing
agreement with Karnat3ka Antibiotics & Pharmaceuticals Limited for sale of Isabgol
Husk Dased product on third party contract manufacturing.
EXPORT:
During the period under review your company exported Rs. 30701222.35 (US$ 417004
15).Tho Company continued its focus on development of Export Markets, for Albendazole
Bolus. Fibron SF Pawdor and Fibermato (Isabgol bBsod formulations) to supplement the
present low domestic demand situation During the currant 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 tho Auditors
of theCompany regarding the Management Discussion and Analysis Report areannexed to this
report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
"Rib 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
consisteritlyand 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 for the maintenance of adequate
accounting records in accordance with the provisions of The Compands Act. 2013 for
safeguarding the assets of the Company and for preventing and detecting fraudand other
irregularities.
4 The company has prepared the attach annual statement for the year ended 31 'March,
2021 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 all applicable
laws and that such systems are adequate and operating effectively.
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 inDematenaUzed form
LISTING FEES:
Your Company has paid Listing Fee for the year 2021-22 at Bombay Stock Exchange Ltd
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 has not invited or accepted any Deposits within Ihe 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, 2021
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS 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 Mr Mayankkumar S Patel, Mr Jitendra P
Limbachtya and Mr. Hasmukh S Darji and Mr.Mustufa NAjmuddin Jodhpurwala wef 06.02.2021.
Members.Themembers of the Audit Committee duty 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 Nomination committee of the Comprises of Mr. Mayankkumar S. Patel
and Mr Jitendra P Llmbachtya as Members The members of the Remuneration and Nomination
committee duly met 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 Mrs. Krutiben M Patel. Mr
Hasmukh S Darji and Mr.Mustufa NAjmuddln Jodhpurwala as Members The members of the
Stakeholders Relationship Committeeduly met 4 times in year.
The details of terms of reference of the Stakeholders Relationship Committee, number
and dates of meetings held, attendance of the Directors and remuneration p3id to them are
given separately in the attached Corporate Governance Report.
DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
DIRECTORATE:
Smt Krutiben M Patel will be retinng at the ensuring Annua! Genera! Meeting and being
eligible offers himself for being re-appointment.
PERSONNEL:
There are no employees covered Under Section 197 of Ihs Companies Act. 2013 read with
Companies (Particulars of Employees) Rules, 1975 and hence no information^ required to
thlsreport.
INTERNAL CONTROL AND ITS 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 These controls and
processes are driven through various policies, procedures and certifications. 1'he
processes and controls are reviewed periodically The company lias a mechanism of testing
the controls at regular intervals for their design and operating effectiveness to
ascertain me reliability and authenticity of financial information.
CORPORATE SOCIAL RESPONSIBILITYfCSR):
Since the Company's net worth does not exceed Rs 500 crores or Company's turnover does
not exceed Rs.1000 crore or 1he Company's net profit does not exceed Rs.5 crrjre for any
financial year, the provisions of section 135 of the Companies Act.2013are not applicable
to the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.:
Particulars with respect to Conservation of Energy a3 per Section 13*1 of theCompames
Act, 2013 read with the (Disclosures of particulars the Report of Board ofDirectors)
Rules. 1968 and forming pan of the Directors
AUDITORS:
M/s Milmd Shah & Company .Chartered Accounts, of the Company have submitted their
Independent Auditors Report on the financial Statements of tho Company for the year ended
31,s March.2021 and they have made no qualification, reservation or adverse
remark in their report. They are, as the Auditors to hold Office from the conclusion of
Ihe ensuring Annual General Meeting until the conclusion of Ihe next Annual General
Meeting of the Company. You are requested to reappoint the auditors and fix their
remuneration
COST AUDfTORS & COST AUDIT REPORT:
Pursuant to ihe directives ol the Central Government under the provisions of Section
148(3) of the Companies Act. 2013.tlte appointment of Cost Auditors is not applicable to
the Company
SECRETARIAL AUDITORS:
Pursuant to the provision of Section 204 of the Companies Act. 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 Ihe Company with the
approval ol ns Board, appointed M/s. AJay Parikh & Associates, a firm of Company
Secretaries in practice to undertake the Secretanal Audit of tne company for the financial
year ended March 31. 2021 The Secretariat Audit Report is herewith as annexure The
Secretarial
Auditors In lhe<r Secretarial Audit Reportfln the Annexure to their Audit Report
have not provided with any qualification,
RESERVATION AND QUALIFICATION ON AUDITOR REPORT:
There are no qualifications or adverse remarks In the Auditors Report which require any
cianficationy explanation the notes on financial statements are self-explanatory, and
needs no further explanation
Further the Auditor's Report for the Financial year ended 31w March. 2021 i$
annexed herewith for your kind perusal nnd Information
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered ori aim s length basts and ore in
compliance with trie applicable provisions of section 1SB of tlio Companies Act, 2013.
Thero are no materially significant related party transactions mode by the company wcth
promoters. Directors or key Managenat Personnel etc. whicn may have potential conflict
with the interest of the company at large.
Tlie details of the transactions with Rotated Party are provided in the accompanying
financial statements in Form AOC-2 enclosed as Annexure D.
COV1D-19
The COVID-19 pandemic is a worldwide aists and nas meant that the economies will have
to operate alongside the disease, now as the attention has started shifting from lockdown
to S3fe reopening The Company strictly followed the guidelines issued by the local, state
and central governments and beyond lo protect the health and well-being of its workforce
and ensured minimum disruption to Its customers The Second waive of Covid 19 also effect
in March to May2G21. due to this effect in Company's working etc.
RISK MANAGEMENT;
The Company has put in place adequate affective system and man power for the purposes
of risk Management by formulating risk management policy of the Company
INSURANCE:
Ail the properties of the Company including Building. Plant & Machinery,
StonknndStoreshavebean adequately insured
CASH FLOW STATEMENT:
As required by amended Clause 32 of the Listing Agreemeni a Cash Flow Statement Is
appended,
FORMAL ANNUAL EVALUATION:
The Company has devised a policy for performance evaluatlonof Independent directors.
Board. Committees & individualdlrectors which includes criteria for performance
a-valuation of
executive directors & non-executive directors. Boardof directors have expressed
their satisfaction with Iheevaluation 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 the 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 tor 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
supportand continued confidence reoon in the company
|
By order of the Board |
PLACE: Sldhpur |
Mayank S. Patel |
DATE: 21.06.2021 |
(CHAIRMAN CUM MD) |