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Adinath Bio-Labs Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

Dear Members, The Directors are pleased to present the 34th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the year ended 31st March, 2015. The Financial highlights for the year under review are given below: FINANCIAL RESULTS (Rs. in lacs) Particulars 31st March, 31st March, 2015 2014 Income 142.32 116.06 Less: Expenses 97.70 72.83 Profit before Depreciation & Taxation 44.62 43.23 Less: Depreciation 28.18 28.97 Profit before Taxation 16.44 14.26 Less: Taxation (0.06) 0.28 Profit after Taxation 16.50 13.98 Balance as per last Balance Sheet 363.08 349.10 Less: Depreciation in respect of assets whose useful life is over 18.85 0 Add: Transfer from General Reserve 18.85 0 Balance carried to Balance Sheet 379.58 363.08 OPERATIONS The Total Income for the financial year under review is Rs. 142.32 lacs against Rs. 116.06 lacs in previous year. The Net Profit generated by the company during the year under review is Rs. 16.50 lacs as compared to Rs. 13.98 lacs during the previous year. DIVIDEND AND TRANSFER TO RESERVE Due to requirement of funds for the existing business activities, your directors do not propose to declare any dividend for the financial year 2014-2015. Hence, there has been no transfer to Reserves during the financial year 2014-2015. PUBLIC DEPOSITS During the year under review, the company has neither invited nor accepted any deposits from public. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business of the Company during the year under review. COMPLIANCE WITH THE ACCOUNTING STANDARDS The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by The Institute of Chartered Accountants of India. DIRECTORS AND KEY MANAGERIALS PERSONNEL At the Annual General Meeting of the Company held on 25/08/2014, the Meeting had approved the terms of appointment of Mr. Jyotiraaditya Singha, upto (24/08/2019), Mr. Manoj Kumar Bothra (24/08/2019), Dr.Alam Ali Sisodia (24/08/2019) as Non Executive Independent Directors of the company. Mrs. Chanderkala Devi Lakhotia was appointed as additional Director w.e.f. 25/07/2014 and being act as Non Executive Director. As on date, the Board of Directors of the Company comprises 5 (five) Directors of which 3 (three) are Non- Executive Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013. Mrs. Sharmila Ranabhat was appointed Non- Executive Director of the Company, Pursuant to Section 149, 152 Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, The Resolution seeking for approval of the members for the appointment of Mrs. Sharmila Ranabhat has been incorporated in the notice of the forthcoming Annual General Meeting of the company along with brief of details. The company has received a notice under Section 160 of the Act along with the requisite deposit proposing for the appointment. Dr. Alam Ali Sisodia resigned from the Board and Audit Committee as well as Stakeholders Relationship Committee/ Nomination and Remuneration Committee w.e.f. 25/09/2014 due to his pre occupation in other work. The Board places its gratitude for the services rendered by him during the tenure as director of the company. All the Non Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of independent Director stipulated in Section 149(6) of the Act and Clause 49(II) (B) (1) of the Listing agreement. These confirmations have been placed before, and noted by the Board. During the year, the Non-executive Director of the company had no pecuniary relationship or transaction with company. There was no other appointment or cessation of appointment of key managerial personnel during the financial year The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION The Company''s policy on Director''s 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 has been disclosed in the Corporate Governance Report., which forms the part of the Directors Report. REMUNERATION OF THE KEY MANAGERIAL PERSONNEL Mr. Abhishek Kumar Jain (Whole Time Director) has received the remuneration of Rs. 420000/- during financial year 2014-2015. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 The Company has not employed any employees 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(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors responsibility statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; (ii) 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 31st March, 2015 and of the profits of the company for the year ended on that date; (iii) the directors have 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; (iv) that the annual accounts have been prepared on a going concern basis; (v) that Directors have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively; (vi) that Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were and that such systems and were adequate and operating effectively. AUDIT COMMITTEE The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report. The details pertaining composition of Audit Committee are included in the Corporate Governance Report. The Company Secretary of the Company acts as Secretary of the Committee. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. NOMINATION AND REMUNERATION COMMITTEE & POLICY The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement. The Company''s policy appointment and remuneration and other matter provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which part of the director''s report. RISK MANAGEMENT The Board of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis. NO OF MEETING OF THE BOARD During the year, 7 (seven) Board Meetings were convened and held the details of which are given in the Corporate Governance Report. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as Annexure A. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules. 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. BOARD 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 various Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting. VIGIL MECHANISM / WHISTLE BLOWER POLICY In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the company has made investments in earlier years, details of which are given in the Financial Statements. RELATED PARTY TRANSACTIONS There were no contracts or arrangements made with related parties as defined under Section188 of the Companies Act, 2013 during the year under review and hence, enclosing of Form AOC-2 is not required. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint Venture or Associate Company. AUDITORS AND REPORTS The matters related to Auditors and their Reports are as under: 1. Statutory Auditor and their Report: At the Annual General Meeting held on 25/08/2014, M/s Mohindra Arora & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Mohindra Arora & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. 2. Secretarial Auditor & his Report: M/s. Vineet Paul & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the Rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as Annexure B to the Boards Report. Reply to the observations in the Secretarial Audit Report: The Company will be shortly appointing the Chief Financial Officer. 3. Internal Auditor The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2014-2015 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. CORPORATE GOVERNANCE The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Mohindra Arora & Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The statement of particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy, technology absorption and Foreign Exchange Earnings and outgo are given below: a) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption. b) No comment is made on technology absorption, considering the nature of activities undertaken by your Company during the year under review. c) No Expenditure has been made for research and development during the year under review. d) There were no Foreign Exchange earnings or out go during the year under review. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Ccompany''s operations in future. LISTING OF SHARES The equity shares of your Company are listed with The Calcutta Stock Exchange Ltd. and are also traded under permitted category at BSE Limited. Listing fees has already been paid for FY 2015-16 in pursuance to Clause 38 of the Listing Agreement. SHARES The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review. HRD INITIATIVES The Company strongly believes that the growth of the organization can be sustained through the continuous development of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the strategy of the leadership team and the execution skills of our people that will take the organization to greater heights. Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from a midsized Company to a large corporation, in line with the Company''s vision. The Company continues to maintain excellent industrial relation while ensuring development of its human resources through appropriated training and further educational programs. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ADDITIONAL INFORMATION TO SHAREHOLDERS All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company''s website www.adinathbio.com on a regular basis. CODE OF CONDUCT As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Whole time Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers. By Order of the Board For Adinath Bio-Labs Limited Date : 20/08/2015 Place : Kolkata Abhishek Kumar Jain (Whole Time Director)

Director’s Report