|
To,
The Members,
Your Directors have pleasure in presenting their 48th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31st, 2022.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the standalone financial statements of
the company.
| Particulars |
2021-2022(Amt in Rs.) |
2020-2021(Amt in Rs.) |
| Revenue |
1,42,67,858 |
2,30,65,419 |
| Other Income |
1,10,20,888 |
55,21,079 |
| Total Income |
2,52,88,746 |
2,85,86,498 |
| Expenses |
|
|
| Operating expenditure |
1,97,34,188 |
2,31,13,318 |
| Depreciation and amortization expense |
17,38,317 |
18,60,393 |
| Total expenses |
2,14,72,505 |
2,49,73,711 |
| Profit before finance costs and tax |
38,16,241 |
36,12,787 |
| Finance costs |
0 |
0 |
| Profit before tax (PBT) |
38,16,241 |
36,12,787 |
| Tax expense |
12,65,000 |
5,15,000 |
| Profit for the year |
25,51,241 |
30,97,787 |
| Attributable to: Shareholders of the Company |
(73,129,862) |
(75,681,103) |
| Non-controlling interests |
NA |
NA |
| Opening balance of retained earnings |
(14,30,75,150) |
(14,61,72,937) |
| Closing balance of retained earnings |
(14,05,23,909) |
(14,30,75,150) |
2. Company's Performance
During the year Company has earned revenue of Rs 2.52Crore (Previous year Rs. 2.85
Crore) and incurred a profit of Rs 25.51 Lacs (Previous year Profit Rs.30.97 Lacs).
We wish to intimate that the Board at its meeting held on 23/12/2021 approved to
relinquish the leasehold rights towards Plot No. 298/1,2/3 & 299 admeasuring about
32,440 Sq. Meters situated at Phase 2, GIDC, Vapi, Gujarat - 396195 together with all
easements, rights, profits, privileges, advantages and rights appurtenant for a
consideration based on the terms and conditions of a Memorandum of Understanding (MOU)
received and approved and subsequently executed on 24/12/2022.
Disclosure of Information pursuant to Regulation 30 of the SEBI (Listing obligations
and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular No.
CIR/CFD/CMD/4/2015 dated September 9, 2015, for sale or disposal of unit(s) or division(s)
or subsidiary of the listed entity are as follows:
Name of the Buyer: Bayer Vapi Private Limited (CIN U99999GJ1990PTC049322 and PAN
AABCB2100L), Plot no. 306/3, II Phase, GIDC Estate, Vapi-396195
Consideration Amount: Rs. 50,28,20,000/= (Rupees Fifty Crore Twenty-Eight Lakh Twenty
Thousand Only) net of Indirect taxes on the mutually agreed terms and conditions as laid
down in the Memorandum of Understanding (MOU) approved bythe Board.
This transaction shall be subject to meeting various conditions including the approval
from the Gujarat Industrial Development Corporation ("GIDC"), satisfaction of
legal due diligence and other necessary approvals and clearances from regulatory bodies.
The company will continue to operate normal operations at the site until all the
conditions and approvals are met.
On meeting the above-mentioned conditions and approvals, the transaction is expected to
be concluded by the end of calendar year 2023.
The Other Current Assets and Other Current Liabilities includes an advance against sale
of leasehold industrial land received in encumbered Escrow Account of an amount of 2011.28
lacs from the buyer. Interest on this Escrow Account accrues to the company unencumbered
and the principle will be unencumbered upon completion of all due diligence, title
clearance and required regulatory approvals which are expected to be completed by end of
FY 2022-2023.
It is further informed that the company has 100% of its revenue and 100% of its net
worth connected to activities at this site and hence this is a "Material Event"
disclosure as defined by the policies.
The company continues to safeguard company assets in a conservative manner and continue
to constantly evaluate value enhancing opportunities for the company. It is stated long
term goal of the company in case of any such transaction to be net worth positive and to
improve financial position of the company to enable long term value creation for
shareholders by increase in share value, dividends and/or buybacks.
3. Dividend
Considering the financial position of the company and to conserve valuable resources,
the Directors do not recommend a dividend for the period under consideration.
4. Human Resources
During the year, relations with employees remained cordial. Your Company has always
believed that Human Resource is the most important resource and continues to work for its
development. The functioning and activities were further aligned to Company's Business
objectives. The Human Resource Development activities focused on multi-skill training,
performance etc.
5. Subsidiary companies
The Company does not have any subsidiary, associate companies & joint ventures.
There has been no material change in the nature of the business of the subsidiaries.
6. Particulars of loans, guarantees and investments
The Company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.
7. Deposits
The Company has not accepted any deposits from the public within the meaning of Section
73 and 76 of the Companies Act, 2013 and Rules made there under. There were no unclaimed
or unpaid deposits as on March 31, 2020.
8. Extract Of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT
9 as a part of this Annual Report as ANNEXURE I.
9. Related Party Transactions
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
10. Significant Orders Passed By The Regulators, Courts Or Tribunal Impacting Going
Concern And Company's Operations
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
11. Material Changes And Commitments If Any Affecting The Financial Position Of The
Company
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors'' Report.
12. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The directors had 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 and of
the profit and 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 this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
13. Declaration by Independent Directors
The Company has received declarations from the Independent Directors of the Company
confirming that:
a) Meet the criteria of independence prescribed under the Act and the Listing
Regulations;
b) Compliance of Code of Conduct; and
c) Have registered their names in the Independent Directors' Databank.
14. Directors and Key Managerial Personnel Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Mrs.
Laxmiben Patel, (DIN: 00510532), Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible has offered herself for
re-appointment.
Key Managerial Personnel(KMP)
The following have been designated as the Key Managerial Personnel of the Company
pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
| Sr.No. |
Name of the Person |
Designation |
| 1. |
Mr. Manoj Patel |
Managing Director |
| 2. |
Mr. Rajeev Patel |
Chief Financial Officer |
| 3. |
Ms. Priyanka Kunwar |
Company Secretary |
There has been no change in the KMPs during the year under review.
There has been no change in the constitution of Board of Directors of the Company
during the financial year 2021-22.
None of the Director resigned from the directorship of the Company during the year.
15. Particulars of Employees
The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
16. Vigil Mechanism
In accordance with the provisions of the Act and listing regulations, Vigil Mechanism
for directors and employees to report genuine concerns has been established.
17. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year 7 (Seven) Board Meetings were held.
| Sr.No. |
Date of Meeting |
| 1 |
14/06/2021 |
| 2 |
13/08/2021 |
| 3 |
06/10/2021 |
| 4 |
13/11/2021 |
| 5 |
20/12/2021 |
| 6 |
23/12/2021 |
| 7 |
12/02/2022 |
18. Statutory Auditor
Members of the Company at the Annual General Meeting that was held on 30th September,
2019 have reappointed M/s Chirag N. Shah & Associates, Chartered Accountant(Firm
Registration No. 118215W), as a Statutory Auditor of the Company for a period of 5 years
which term expires on 30th September 2024 subject to the ratification at every Annual
General Meeting and as per Notification issued by MCA the Company need not place the
resolution for ratification at the AGM and hence no resolution is placed before the AGM.
19. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.
20. Cost Auditors
The Company is not required to maintain cost records as per The Companies (Cost Records
and Audit) Amendments Rules, 2014.
21. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. Anjana Manseta
& Co., Practicing Company Secretary has been appointed Secretarial Auditors of the
Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.
The report is self-explanatory and do not call for any further comments.
22. Audit Committee
The Audit Committee acts in accordance with the terms of reference specified by the
Board of Directors of the Company. Further during the period under review, the Board of
Directors of the Company had accepted all the recommendations of the Committee. During the
financial year ended on 31st March 2022, the Audit Committee met Four times on 14/06/2021,
13/08/2021, 20/12/2021 and 12/02/2022.
23. Nomination and Remuneration Committee
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
24. Stakeholders Relationship Committee
As per Section 178(5) of Companies Act, the Board of Directors of a company has
constituted a Stakeholder Relationship Committee consisting of a Chairperson and such
other members as may be decided by the Board. The Committee has been constituted to
strengthen the investor relations and to inter-alia, look into issues relating to
shareholders grievances pertaining to transfer of shares, non- receipt of declared
dividends, nonreceipt of Annual Report, issues concerning de-materialization etc.
25. Risk Management Policy
A statement indicating development and implementation of a risk management policy for
the Company including identification therein of elements of risk, if any, this in the
opinion of the Board may threaten the existence of the company.
26. Details Of Policy Developed And Implemented By The Company On Its Corporate
Social Responsibility Initiatives
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
27. Internal Financial Control Systems And Their Adequacy
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis, which is a part of this report.
28. Significant & Material Orders Passed By The Regulators Or Courts Or
Tribunals Impacting The Going Concern Status Of The Company
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Company's future operations.
29. Particulars Of Conservation Of Energy, Technology Absorption And Foreign
Exchange Earnings And Outgo
There was no technology absorption and no foreign exchange earnings or outgo, during
the year under review. Hence, the information as required under Section 134(3)(m) of the
Companies Act, 2013, read with The Companies (Accounts) Rules, 2014, is to be regarded as
Nil. The Company has not entered into any technology transfer agreement.
30. Industrial Relations
Industrial relations have been cordial at the manufacturing units of the Company.
31. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|