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:
(Rs. in lacs)
Particulars 31st March, 31st March,
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
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.
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
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,
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
(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.
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
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
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.
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
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
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.
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
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
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.
The Company has neither issued shares & Securities or any other
instruments nor any corporate benefits during the year under review.
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
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
Your Directors wish to place on record their appreciation and thankful
acknowledgement for valuable assistance the Company received from all
By Order of the Board
For Adinath Bio-Labs Limited
Date : 20/08/2015
Place : Kolkata
Abhishek Kumar Jain
(Whole Time Director)