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Kamron Laboratories Directors Report, Kamron Labs Reports by Directors
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Kamron Laboratories
BSE: 524604|ISIN: INE276T01018|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '15    « Mar 14
Dear Shareholders,
 
 The Directors present the 27th ANNUAL REPORT together with the Audited
 Financial Statements for the Financial Year 2014-15 ended 31st March,
 2015.
 
                                                      (Rs. in lacs)
 1. FINANCIAL RESULTS :
 
 Particulars                                     2014-15     2013-14
 
 Profit before Interest, Depreciation & Taxation  102.36      103.72
 
 Less: Interest                                    47.94       56.63
 
 Profit Before Depreciation & Taxation             54.42       47.09
 
 Less: Depreciation                                51.08       45.96
 
 Profit before tax                                  3.34        1.13
 
 Less: Provision for Taxtion                        1.10        0.35
 
 Profit after Tax                                   2.24        0.78
 
 Add: Opening Balance of Profit & Loss Account     87.62       86.84
  
 Balance carried to Balance Sheet                  89.86       87.62
 
 2. DIVIDEND :
 
 In view of insufficient profits and with a view to conserve the
 resources for the working capital requirement, the Directors are unable
 to recommend any dividend on the Equity Shares for the year under
 review.
 
 3. OPERATIONS :
 
 The Sales and Operating Income of the Company during the year under
 review have been increased to Rs.1543 lacs compared to Rs. 1346 lacs
 during 2013-14. The Company has commenced vigorous efforts to increase
 sales in domestic as well as export markets. The management is hopeful
 of better results in the year 2015-16.
 
 The Company earned Profit before Interest, Depreciation & Taxation of
 Rs.102.36 lacs during the year under review compared to Rs. 103.72 lacs
 during 2013-14. The Profit before Depreciation & Taxation for the year
 was Rs.54.42 lacs during the year under review compared to Rs. 47.09
 lacs during 2013-14. The Net Profit during the year under review was
 Rs.2.24 lacs compared to Net Profit of Rs.0.78 lacs during 2013-14.
 
 4. FINANCE:
 
 The Company is enjoying Working Capital facilities, Corporate Loan/
 Term Loan facilities from Bank of Baroda. The Company is regular in
 payment of interest and principal.
 
 5. DIRECTORS :
 
 5.1 One of your Directors viz. Mr. Rohan K. Laskari (DIN: 03382316)
 retires by rotation in terms of the Articles of Association of the
 Company. However, being eligible offers himself for reappointment
 
 5.2 Dr. Atul N. Parikh and Dr. Haresh S. Parikh resigned from the
 office of the Director w.e.f. 27th December, 2014.
 
 5.3 Mr. Devarshi D. Patel, being Independent Director, is being
 appointed for a term of 5 years as per the provisions of the Companies
 Act, 2013.
 
 5.4 The Board of Directors duly met 7 times during the financial year
 under review.
 
 5.5 The Board has made necessary evaluation of its own performance and
 that of its commitments and of individual Directors.
 
 5.6 The performance evaluation of the Executive and Non-Executive
 Directors was carried out by at the meeting of the Independent
 Directors held on 30th March, 2015.
 
 5.7 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement of Section 134 of the Companies Act, 2013,
 it is hereby confirmed:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (ii) that 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 31st March, 2015 being end of the
 financial year 2014-15 and of the profit of the Company for the year;
 
 (iii) that the Directors had taken proper and sufficient care for
 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;
 
 (iv) that the Directors had prepared the annual accounts on a going
 concern basis.
 
 (v) the Directors, had laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and were operating effectively.
 
 (vi) 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.
 
 6. MANAGERIAL REMUNERATION:
 
 6.1 REMUNERATION OF DIRECTORS:
 
 Sr. Name of the Director      Remuneration         %        Parameters 
 No. & Designation             for the year     increase
                               2014-15          over last 
                                                  year
 
 1.  Kamlesh J. Laskari,        19,31,600          -
     Managing Director                                      Higher
                                                            resposibility
 
 2.  Rohan K. Laskari,           7,21,980          29       and time
     Executive Director                                     involvement
 
 3.  Sohan K. Laskari,           7,21,980         34
     Executive Director
 
 
 Name of the Directors     Median       Ratio      Commission
 & Designation               of                    received
                           Employees               from
                           Remuneration            Holding/
                                                   Subsidiary
 
 Kamlesh J. Laskari, 
 Managing Director            142500      14             -
      
 Rohan K. Laskari, 
 Executive Director           142500       5             -
 
 Sohan K. Laskari, 
 Executive Director           142500       5             -
 
 
 The Board of Directors has framed a Remuneration Policy that assures
 the level and composition of remuneration is reasonable and
 sufficientto attract, retain and motivate Directors, Key Managerial
 Personnel and Senior Management to enhance the quality required to run
 the Company successfully. The Relationship of remuneration to
 performance is clear and meets appropriate performance benchmarks. All
 the Board Members and Senior Management personnel have affirmed time to
 time implementation of the said Remuneration policy.
 
 6.2 MARKET CAPITALISATION:
 
 As there is no trading in the Equity Shares of the Company, no
 information has been submitted.  The Net worth as on 31st March, 2015
 is Rs. 693.00 Lacs compared to Rs. 690.76 Lacs as on 31st March, 2014.
 
 7. KEY MANAGERIAL PERSONNEL:
 
 7.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
 
 Sr. Name of the Director & KMP   Designation      Percentage Increase
 No                                                     (If any)
 
 1.  Kamlesh J. Laskari          Managing Director         N.A.
 
 2.  Rohan K. Laskari            Executive Director         29
 
 3.  Sohan K. Laskari            Executive Director         34
 
 4.  Harshad M. Nasit#           CFO                        NA
 
 # Appointed during the financial year 2014-15 hence, there is no
 comparison.
 
 7.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE
 COMPANY:
 
 As per the Remuneration Policy and based on the Recommendation of
 Nomination & Remuneration Committee the Relationship of remuneration to
 KMP & performance of Company is clear and meets appropriate performance
 benchmarks.
 
 8. PERSONNEL AND H. R. D.:
 
 8.1 The industrial relations continued to remain cordial and peaceful
 and your Company continued to give ever increasing importance to
 training at all levels and other aspects of H. R. D.
 
 The Number of permanent Employees of the Company are 45. The
 relationship between average increase in remuneration and Company''s
 performance is as per the appropriate performance benchmarks and
 reflects short and longterm performance objectives appropriate to the
 working of the Company and its goals.
 
 8.2 PARTICULARS OF EMPLOYEES:
 
 There is no Employee drawing remuneration requiring disclosure under
 Rule 5(2) of Companies Appointment & Remuneration of Managerial
 personnel) Rules, 2014.
 
 9. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES,
 INVESTMENT & SECURITIES PROVIDED:
 
 Details of Related Party Transactions and Details of Loans, Guarantees
 and Investments covered under the provisions of Section 188 and 186 of
 the Companies Act, 2013 respectively are given in the notes to the
 Financial Statements attached to the Directors'' Report.
 
 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The information required under Section 134(3)(m)ofthe Companies Act,
 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the
 conservation of Energy and Technology Absorption forms partof this
 report and is given by way of Annexure- A.
 
 11. CORPORATE GOVERNANCE AND MDA:
 
 As per Clause 49 of the Listing Agreement andthe Companies Act, 2013,
 Report on Corporate Governance and Management Discussion and Analysis
 (MDA)form part of this Annual Report. Acertificate regarding compliance
 with the conditions of Corporate Governance as stipulated in clause 49
 of the listing agreement is also appended to the Annual Report as
 Annexure - B.
 
 12. SECRETARIAL AUDIT REPORT:
 
 Your Company has obtained Secretarial Audit Report as required under
 Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta &
 Associates, Company Secretaries, Ahmedabad. The said Report is attached
 with this Report as Annexure - C. As regards the observation of the
 Auditors, the Company is in the process of identifying and appointing
 Whole-time Company Secretary and is in the process of updating website
 of the Company.
 
 13. EXTRACT OF ANNUAL RETURN:
 
 The extract of Annual return in Form - MGT-9 has been attached herewith
 as Annexure - D.
 
 14. LISTING:
 
 The Equity Shares of the Company are listed on BSE Limited, Ahmedabad
 Stock Exchange Limited and Delhi Stock Exchange Limited. The Company is
 generally regular in payment of Annual Listing Fees.  The trading in
 Equity Shares of the Company has been suspended by BSE Limited. The
 Company is approaching BSE Limited for revocation of the suspension.
 
 15. DEMATERIALISATION OF EQUITY SHARES:
 
 Shareholders have an option to dematerialise their shares with Central
 Depository Services (India) Limited (CDSL) and National Securities
 Depository Limited (NSDL). The ISIN is INE276T01018. The Company has
 appointed M/s. Link Intime India Private Limited as the Registrar and
 Share Transfer Agent.
 
 16. NOMINATION AND REMUNERATION COMMITTEE:
 
 The Board of Directors have re-constituted Nomination and Remuneration
 Committee consisting of the following:
 
 1. Dr. S. L. Chopra, Chairman Non executive Independent
 
 2. Dr. Mahendra P. Shah, Member Non executive Independent
 
 3. Ms. Ranak K. Laskari Member Non executive
 
 17. RESEARCH & DEVELOPMENT:
 
 The Quality Control and R & D Department ofyourCompany has shown
 satisfactory performance during the year under review.
 
 18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/
 STAKEHOLDERS'' RELATIONSHIP COMMITTEE:
 
 The details of various committees and their functions are part of
 Corporate Governance Report.
 
 19. GENERAL:
 
 19.1 AUDITORS:
 
 The present Auditors of the Company M/s. Deepak Soni & Associates,
 Chartered Accounts, Ahmedabad, will retire at the ensuing 27th Annual
 General Meeting. The Company has obtained from them consent to the
 effect that their reappointment as Auditors of the Company for period
 of 2 years (i.e. for the Financial Year 2015-16 & 2016-17), if made,
 will be in accordance with the provisions of Section 139 and 141 of the
 Companies Act, 2013. The remarks of Auditor are self explanatory and
 have been explained in Notes on Accounts.
 
 19.2 INSURANCE:
 
 The properties of the Company have been adequately insured against the
 risks of fire, riot, strike, malicious damage etc. as per the
 consistent policy of the Company.
 
 19.3 DEPOSITS:
 
 The Company has not accepted any Deposits and there were no overdue
 deposits during the year under review.
 
 19.4 RISKSMANAGEMENT POLICY:
 
 The Company has a risk management policy, which from time to time, is
 reviewed by the Audit Committee of Directors as well as by the Board of
 Directors. The Policy is reviewed quarterly by assessing the threats
 and opportunities that will impact the objectives set for the Company
 as a whole. The Policy is designed to provide the categorization of
 risk into threat and its cause, impact, treatment and control measures.
 As part of the Risk Management policy, the relevant parameters for
 protection of environment, safety of operations and health of people at
 work and monitored regularly with reference to statutory regulations
 and guidelines defined by the Company.
 
 19.5 SUBSIDIARIES/ASSOCIATES/JVS:
 
 The Company does not have any Subsidiaries/Associates Companies / JVs.
 
 19.6 CODE OF CONDUCT:
 
 The Board of Directors has laid down a Code of Conduct applicable to
 the Board of Directors and Senior Management. All the Board Members and
 Senior Management personnel have affirmed compliance with the code of
 conduct.
 
 19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
 OR TRIBUNALS:
 
 There has been no significant and material order passed by any
 regulators or courts or tribunals, impacting the going concern status
 of the Company and its future operations.
 
 19.8 DISCLOSURES UNDER SEXUAL HARASSMENT OFWOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
 
 The Company has in place an Anti Sexual Harassment Policy, in line with
 the requirements of the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013.  During the year
 under review, the Company did not receive any complaint.
 
 19.9 INSTANCES OF FRAUD, IF ANY REPORTED BYTHE AUDITORS:
 
 There have been no instances of fraud reported by the Auditors under
 Section 143(12) of the Companies Act, 2013.
 
 20. ACKNOWLEDGMENT:
 
 Your Directors express their sincere thanks and appreciation to
 Promoters and Shareholders for their constant support and co operation.
 Your Directors also place on record their grateful appreciation and co
 operation received from Bankers, Financial Institutions, Government
 Agencies and employees of the Company.
 
                                For and on behalf of the Board,
 
 Place: Ahmedabad         Rohan K. Laskari      Kamlesh J. Laskari
 Date : 13th August, 2015 Executive Director    Managing Director
 
Source : Dion Global Solutions Limited
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