The Directors have the pleasure of presenting the Twentieth Annual
Report of your Company together with the audited accounts for the year
ended March 31, 2015:
(Rs. In Lakhs)
Particulars 2014-15 2013-14
Sales & Operating Income 122.55 55.31
Other Income 3.99 2.16
Total Revenue 126.54 57.47
Operating Profits (PBDIT) (7.44) (91.44)
Less: Depreciation 36.20 16.91
Interest 0.00 0.00
Profit Before Tax & Exceptional Items (30.78) (108.35)
Less: Exceptional Items (2.02) (0.45)
Current Tax 0.00 0.00
Profit after Tax (23.63) (108.12)
The turnover of the company in the year 2014-15 is Rs. 122.55 Lacs as
against Rs. 55.31 Lacs for the previous year 2013-14.
During the current financial year our Company has a net loss of Rs.
23.63 Lacs as against the loss of Rs. 108.12 Lacs in P.Y. 2013-14.
Your Directors have not declared any dividend during the year under
review due to losses.
MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:
MDA, for the year under review, as stipulated under clause 49 of the
Listing Agreement, is presented in a separate section forming part of
this Annual Report.
The company is strategically taking calls to merge teams of both the
verticals to increase the network without increasing the fixed costs
significantly. An increased team of professionals to advice on the
financial decisions of financial fluctuations and a smooth on time
outsourced internal audit team to help us receive apt reports to take
informed decisions about the segment wise performance and
RISK PERCEPTION AND RISK MANAGEMENT POLICY
The Company is aware of the risks associated with the business. It
regularly analyses and takes corrective actions for managing/
mitigating the same.
The Company has framed a formal Risk Management Framework for risk
assessment and risk minimization which is periodically reviewed to
ensure smooth operation and effective management control. The Audit
Committee also reviews the adequacy of the risk management framework of
the Company, the key risks associated with the business and measure and
steps in place to minimize the same.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year
under review, in terms of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statement.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the end of financial
year of the Company i.e. 31st March, 2015 and the date of Director''s
Report i.e. September 4, 2015.
Related Party Transactions
All transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s
length basis. The Policy on materiality of related party transactions
and dealing with related party transactions as approved by the Board
may be accessed on the Company''s website also the same have been
inserted in the Auditors Report.
During the year no Directors resigned.
ii. Retirement by rotation:
In accordance with the provisions of section 152 of the Act and in
terms of Articles of Association of the Company, Mr. Pravinbhai Patel
(DIN - 01877446) will retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment. The Board
recommends his reappointment.
iii. Appointment of Director:
During the financial year no Directors'' were appointed but as on August
4, 2015, 4 Directors were appointed in the Company viz. Mr. Jayeshkumar
Patel, Mr. Dilipkumar Patel, Mr. Kanjibhai Chaudhary and Mr. Paresh
iv. Independent Directors:
The Independent Directors have submitted their declarations of
independence, as required pursuant to the provisions of section 149(7)
of the Act, stating that they meet the criteria of independence as
provided in section 149.
v. Profile of the Directors seeking appointment / reappointment:
As required under Clause 49 of the Listing Agreement, particulars of
the Directors retiring by rotation and seeking appointment /
reappointment at the ensuing Annual General Meeting is annexed to the
notice convening 20th Annual General Meeting.
Mr. Jayeshkumar Patel, Mr. Dilipkumar Patel, Mr. Kanjibhai Chaudhary
and Mr. Paresh Patel have offered themselves to be appointed as the
Independent Directors of the Company. The shareholders resolution shall
be put into the motion in the ensuring general meeting to regularize
Mr. Pravinbhai Patel - is the Chairman of the Board of Directors of the
Company and also holds the chair as a chairman in the Board Meeting of
Pursuant to the provisions of the Act and Rules made there under and as
provided under Schedule IV of the Act and Clause 49 of the Listing
Agreement, the Board has carried out the annual performance evaluation
of itself, the Directors individually as well as the evaluation of its
committees. The manner in which the evaluation was carried out is
provided in the Corporate Governance Report, which is part of this
Committee of Board
Your Company has not formed any Committees which are the part of
Corporate Governance practices and are not in compliance with the
requirements of the relevant provisions of applicable laws.
The Company has following committees of the board w.e.f. August 4, 2015
* Audit Committee.
* Nomination and Remuneration Committee.
* Stakeholders'' Grievances and Relationship Committee.
Directors'' Responsibility Statement:
In terms of section 134[c] of the Act, your Directors state that:
i. in the preparation of the annual financial statements for the year
ended on 31st March, 2015, applicable accounting standards read with
requirements set out under schedule III of the Act, have been followed
along with proper explanation relating to material departures, if any,
ii. such accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2015 and of the profit of the company for
the year ended on that date,
iii. proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for prevention and
detection of fraud and other irregularities,
iv. the annual financial statements are prepared on a going concern
v. proper internal financial controls are in place and that the
financial controls are adequate and are operating effectively and
vi. the systems to ensure compliance with the provisions of all
applicable laws are in place and are adequate and operating
INTERNAL CONTROLS & THEIR ADEQUACY:
The Company has established a well-defined process of risk management,
wherein the identification, analysis and assessment of the various
risks, measuring of the probable impact of such risks, formulation of
risk mitigation strategy and implementation of the same takes place in
a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the Company.
Necessary internal control systems are also put in place by the Company
on various activities across the board to ensure that business
operations are directed towards attaining the stated organizational
objectives with optimum utilization of the resources. Apart from these
internal control procedures, a well-defined and established system of
internal audit is in operation to independently review and strengthen
these control measures, which is carried out by a reputed firm of
Chartered Accountants. The Audit Committee of the Company regularly
reviews the reports of the internal auditors and recommends actions for
further improvement of the internal controls.
INTERNAL AUDIT & INSPECTION:
A comprehensive system of internal inspection and audit is in place in
the company to monitor internal control systems. The scope and coverage
of the Audit is reviewed from time to time to make it more focused and
effective. The system of both outsourcing and in-house audit continued
during the year 2014-15.
During the year under review the employee attrition was minimal. The
management continues its efforts in imparting professional training to
Executives and Staff members at various levels with the view to upgrade
their competence and managerial abilities. The Industrial relations in
the company continued to be cordial in the year 2014-15.
The statements and observations made in this analysis are reflective of
the collective opinion of the company. Wherever possible, conservative
estimates have been considered.
Certain statements in this section relating to estimates, projections
and expectations may be forward looking within the meaning of
applicable laws and regulations. The actual results could differ
marginally from what the directors envisage in terms of the future
performance and outlook. The factors that may affect the performance of
the company will be changes pertaining to government policies, tariff
barriers, delays in registrations, changes in local and overseas
markets and the related factors thereof.
The company has not accepted any deposits from the public hence the
directives issued by the Reserve Bank of India & the Provision of
Section 73 to 76 of the Company Act - 2013 or any other relevant
provisions of the Act and the Rules there under are not applicable.
A calendar of meetings to be held in a year is decided in advance by
the Board and circulated to the Directors. During the year, 4 Board and
no Audit Committee Meetings were convened and held, the details of
which are provided in the Corporate Governance Report, forming part of
the Directors'' Report.
The gap between two consecutive meetings was not more than one hundred
and twenty days as provided in section 173 of the Act.
Your Company strives to incorporate the appropriate standards for
corporate governance. Pursuant to Clause-49 of listing agreement to the
Stock Exchange Corporate Governance Report and Practicing Company
Secretaries'' on its compliance is annexed and forms part of this
Pursuant to Section 139 and other applicable provisions, if any, of the
Companies Act, 2013 and the rules framed thereunder, as amended from
time to time, and M/s. B. K. Patel & Co., Chartered Accountants,
Ahmedabad [FRN: 112647W] be and are hereby appointed as the Statutory
Auditors of the Company for the Financial Year 2015-16 in place of M/s.
Janak Soni & Associates, Ahmedabad, [FRN: 121405W] who express their
unwillingness to act as an Auditor of the Company. M/s. B. K. Patel &
Co., Chartered Accountants, Ahmedabad [FRN: 112647W] to hold office for
a term of 5 (Five) years.
M/s. Janak Soni & Associates, Ahmedabad, [FRN: 121405W] holds the
position of the Statutory Auditor of the Company. They have furnished
an Auditors report as per the provisions of the Companies Act, 2013 and
Rules made thereunder for the year ended March 31, 2015.
Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of section 204 of the Act and The Companies
[Appointment and Remuneration of Managerial Personnel] Rules, 2014, the
Company has appointed Mr. Anand S. Lavingia - Practicing Company
Secretary to undertake Secretarial Audit for the financial year ended
on 31st March, 2015. Secretarial Audit Report is attached to this
report as Annexure-A. The Board has duly reviewed the Secretarial
Auditor''s Report and the observations and comments, appearing in the
report are self-explanatory and do not call for any further explanation
/ clarification by the Board of Directors as provided under section 134
of the Act.
Corporate Social Responsibility [CSR]:
The Provisions of the CSR Committee are not applicable to the company
so the company does not require forming the CSR Committee.
Business Risk Management:
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation
process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it.
The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to
identify, evaluate, monitor and manage both business and non-business
Managing the Risks of fraud, corruption and unethical business
i. Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower
policy for Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Company''s Code of
Conduct or Ethics Policy.
ii. Code of Conduct:
The company is having its code of conduct to be followed by the
Management. The same have been also published on the website of the
Extract of Annual Return:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014 the extract of the Annual
Return as at 31st March, 2015 in Form MGT-9 forms part of this Annual
Report as Annexure- B.
Constitution of Audit Committee:
The Board has constituted the Audit Committee which comprises of Mr.
Jayeshkumar Patel, Mr. Pravinbhai Patel and Mr. Paresh Patel as the
members. More details on the Committee are given in the Corporate
Particulars of Employees:
There are no employees who fall in the category of the information
required under section 197 of the Act read with Rule 5 of The
Companies [Appointment and Remuneration of Managerial Personnel] Rules,
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The details of conservation of energy, technology absorption etc. as
required to be given under section 134[m] of the Companies Act 2013
read with the Companies [Accounts] Rules, 2014, are not applicable to
our Company, as our Company has not carried out in the manufacturing
The foreign exchange earnings on account of the operation of the
Company during the year were Rs. Nil.
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 of the Act and Rule 8
of The Companies [Accounts] Rules, 2014 to the extent the transactions
took place on those items during the year.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and ESOS.
4. There is no revision in the Board Report or Financial Statement.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''s
operations in future.
Your Directors wish to place on record their sincere appreciation for
significant contributions made by the employees at all levels through
their dedication, hard work and commitment, enabling the Company to
achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the
valuable cooperation and support extended by the banks, government,
business associates and the shareholders for their continued confidence
reposed in the Company and look forward to having the same support in
all future endeavors.
Registered Office By Order of the Board
311, Rajkamal Plaza For, Sword & Shield Pharma Limited
B/H Highcourt Navrangpura,
Ahmedabad Pravinbhai Patel
Place : Ahmedabad DIN: 01877446
Date : September 4, 2015