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Prism Medico and Pharmacy Ltd.

BSE: 512217 | NSE: | Series: NA | ISIN: INE730E01016 | SECTOR: Finance - Investments

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Prism Medico and Pharmacy is not listed on NSE

Annual Report

For Year :
2016 2014 2013 2012 2011 2010 2009 2008

Director’s Report

Dear Shareholders,

The Directors have pleasure in presenting their 14thAnnual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars

Financial Year 2015-16 (Rs. millions)

Financial Year 2014-15 (Rs. millions)

Total Income

1.49

0.15

Total Expenditure

-1.14

-0.17

Profit/(Loss) before Taxation

0.34

-0.02

Profit/ (Loss) after Taxation

0.34

-0.08

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 3,40,000/- during the financial year. Your Director expects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

7. RELATED PARTY TRANSACTIONS :

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. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report.

8. NUMBER OF MEETINGS:

The Board has met Six times during the financial year, the details of which are as under:

29th May 2015, 14th August 2015, 02nd September 2015, 30th September 2015, 22nd December 2015, 28th March 2016.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

9. COMPOSITION OF COMMITTEES:

During the F.Y 2015-16, Four Audit Committee Meetings, Four Stakeholder Grievance Committee Meetings, and One Nomination And Remuneration Committee Meeting were held and the Composition as on 31.03.2016 is as below:

AUDIT COMMITTEE

Ms. Uma Pareek

Chairman & Independent Director

Ms. Charu Pareek

Member & Independent Director

Mr. Pallav Parajulee

Member & Independent Director

STAKEHO

LDER GRIEVANCE COMMITTEE

Mr. Pallav Parajulee

Chairman & Independent Director

Ms. Uma Pareek

Member & Independent Director

Ms. Charu Pareek

Member & Independent Director

NOMINATION AND REMUNERATION COMMITTEE

Mr. Pallav Parajulee

Chairman & Independent Director

Ms. Uma Pareek

Member & Independent Director

Ms. Charu Pareek

Member & Independent Director

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholder''s Relationship Committees.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RE-APPOINTMENT OF DIRECTOR:

Mr. Sachin Sharma who retires by rotation being eligible offers himself for re-appointment at the ensuing Annual General meeting.

B. INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

C. APPOINTMENT OF INDEPENDENT DIRECTOR:

The Board of Directors appointed Mrs. Charu Pareek as an Additional Director at their meeting held on 22nd May,

2015. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

D. CESSATION OF DIRECTOR:

None of the Directors had resigned in the F.Y 2015-16.

E. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

(i) Mr. Sachin Sharma - Managing Director

(ii) Mr. Vikas Aggarwal- Company Secretary & Compliance Officer

12. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities

Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2016 on a going concern basis.

e) 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.

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.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made there under and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is not appended herewith. ANNEXURE A

15. AUDITORS & AUDITORS REPORT:

The Board put forward the appointment of R. Mahajan & Associates, Chartered Accountants, as statutory auditors of the Company who was appointed in 13th Annual General Meeting for shareholder''s ratification for the year 2016-17, who has also given their consent to act as a Statutory Auditor for the year 2016-17.

Necessary Resolution for ratification of their appointment has been proposed in the Notice of Annual General Meeting for the consideration of the Members of the Company.

16. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

17. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Mayank Bhartiya, Company Secretary as Secretarial Auditor of the Company for the financial Year 2015-16. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board''s Report. This report contains a qualification as mentioned below:

“The Company did not appoint a CFO (KMP) during the Financial Year 2015-16. ”

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE B

19. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has given loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 and in line with the approval taken from the shareholders in the previous AGM. The details of the Loans given is mentioned under the schedules annexed to Balance Sheet

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

22. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

(i) Bombay Stock Exchange Limited (BSE Ltd.)

23. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned there in.

24. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report. ANNEXURE C.

25. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE730E01016 has been allotted for the Company.

Further the Company does not have any Equity shares lying in the Suspense Account.

26. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support

By Order of the Board

Registered Office: For Prism Medico & Pharmacy Limited

23/91 , White Bungalow , Yashwant Nagar,

Near Filmistan Studio and Patkar College,

Opposite BMC School, Goregaon West, Mumbai-400104.

CIN - L51109MH2002PLC206595 Sd/-

Sachin Sharma

Chairman

Date: 22.08.2016

Place: Mumbai

Director’s Report