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Toheal Pharma Directors Report, Toheal Pharm Reports by Directors
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Toheal Pharma

BSE: 531910|ISIN: INE312M01016|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors'' present the Annual report on the business and operations
 of your Company for the year 2014-2015.
 
 FINANCIAL RESULTS AND OPERATIONAL REVIEW:
 
 
 Particulars                               Year Ended         Year Ended
                                           31.03.2015         31.03.2014
                                           (Rs.)              (Rs.)
 
 Gross Sales/Income                          2,01,000          4,99,000
 
 Less Depreciation                                NIL               NIL
 
 Profit/(Loss) before Tax                  (1,83,531)          (87,746)
 
 Taxes/Deferred Taxes                             NIL               NIL
 
 Profit/(Loss) After Taxes                 (1,83,531)          (87,746)
 
 P& L Balance b/f                        (33,042,398)     (3,29,54,652)
 
 Profit/ (Loss) carried to               (33,225,929)     (3,30,42,398)
 Balance Sheet
 
 
 During the year under review the total income was Rs. 2,01,000 as
 compared to Rs. 4,99,000 of that of the previous Year. After making all
 necessary provisions for current year and after taking into account the
 current year net Loss, the surplus carried to Balance Sheet is
 (1,83,531/-)
 
 NATURE OF BUSINESS
 
 The Company is engaged in the Business of Pharma Trading and Consulting
 
 There was no change in the nature of the business of the Company during
 the year under review.
 
 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
 ASSOCIATES AND JOINT VENTURE COMPANIES
 
 The Company does not have Subsidiaries, Associate and Joint Venture
 Companies. Hence, details for the same are not required to mention
 here.
 
 TRANSFER TO RESERVES
 
 Out of the profits available for appropriation, no amount has been
 transferred to the General Reserve and the balance amount of Rs.
 (1,83,531) has been carried forward to profit & loss account.
 
 DIVIDEND
 
 In view of losses, your Directors do not recommend any dividend during
 the year.
 
 SHARE CAPITAL
 
 The paid up Equity Share Capital as on March 31, 2015 was Rs.
 36,645,750/-
 
 A) Issue of equity shares with differential rights:
 
 During the year under review, the Company has not issued any shares
 with differential voting rights.
 
 B) Issue of sweat equity shares
 
 During the year under review, the Company has not issued any sweat
 equity shares.
 
 C) Issue of employee stock options
 
 During the year under review, the Company has not issued any sweat
 equity shares.
 
 D) Provision of money by company for purchase of its own shares by
 employees or by trustees for the benefit of employees
 
 The Company has no scheme of provision of money for purchase of its own
 shares by employees or by trustees for the benefit of employees. Hence
 the details under rule 16 (4) of Companies (Share Capital and
 Debentures) Rules, 2014 are not required to be disclosed.
 
 FINANCE
 
 The Company has not borrowed any fund from Bank or financial
 institution during the year under review.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposit from the public during the
 year.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
 
 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 Statements.
 
 EMPLOYEE RELATIONS
 
 Employee relations throughout the Company were harmonious. The Board
 wishes to place on record its sincere appreciation of the devoted
 efforts of all employees in advancing the Company''s vision and strategy
 to deliver good performance.
 
 BUSINESS RISK MANAGEMENT
 
 The Company has laid down a Risk Management Policy and identified
 threat of such events which if occurs will adversely affect either /
 or, value to shareholders, ability of company to achieve objectives,
 ability to implement business strategies, the manner in which the
 company operates and reputation as Risks. Further such Risks are
 categorized in to Strategic Risks, Operating Risks & Regulatory Risks.
 A detailed exercise is carried out to identify, evaluate, manage and
 monitoring all the three types of risks.
 
 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
 
 The Company has an Internal Control System, commensurate with the size,
 scale and complexity of its operations. During the year under review,
 the company retained external audit firm to review its existing
 internal control system with a view of tighten the same and introduce
 system of self certification by all the process owners to ensure that
 internal controls over all the key business processes are operative.
 The scope and authority of the Internal Audit (IA) function is defined
 in the Internal Audit Charter.
 
 The Internal Audit Department monitors and evaluates the efficacy and
 adequacy of internal control system in the Company, its compliance with
 operating systems, accounting procedures and policies at all locations
 of the Company and its subsidiaries. Based on the report of internal
 audit function, process owners undertake corrective action in their
 respective areas and thereby strengthen the controls. Significant audit
 observations and corrective actions thereon are presented to the Audit
 Committee of the Board.
 
 VIGIL MECHANISM / WHISTLE BLOWER POLICY
 
 The Company has a vigil mechanism named Whistle Blower Policy to deal
 with instances of fraud and mismanagement, if any. The details of the
 Whistle Blower Policy is explained in the Corporate Governance Report
 and also posted on the website of the Company.
 
 DIRECTORS
 
 a) Changes in Directors and Key Managerial Personnel:
 
 Mr. Yogendra Harilal Machchhar will retire at the forthcoming Annual
 General Meeting of the Company and being eligible, offer himself for
 reappointment.
 
 The Company has appointed Ms. Manorama Jitendra Shah (Din: 07108562) as
 an additional independent woman director of the Company pursuant to
 section 149 of Companies Act, 2013 on 27/03/2015.
 
 b) Declaration by an Independent Director(s) and reappointment, if any
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 c) Formal Annual 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 Audit, Nomination and
 Remuneration Committees. The manner in which the evaluation has been
 carried out has been explained in the Corporate Governance Report.
 
 d) Remuneration Policy
 
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration. The Remuneration Policy is
 stated in the Corporate Governance Report.
 
 e) Number of Meetings of the Board of Directors and Audit Committee
 
 A calendar of Meetings is prepared and circulated in advance to the
 Directors.
 
 During the year sixteen Board Meetings and one Independent Directors''
 meeting and four Audit Committee Meetings were convened and held. The
 details of which are given in the Corporate Governance Report. The
 intervening gap between the Meetings was within the period prescribed
 under the Companies Act, 2013.
 
 PARTICULARS OF EMPLOYEES:
 
 None of the employees of the Company drew remuneration of Rs.
 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during
 the year. Hence, no information is required to be furnished as required
 under Rule,5(2) and 5(3) of The Companies (Appointment and Remuneration
 of Managerial Personnel) Rules, 2014.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statements in terms of Section 134(3)(c) of the Companies
 Act, 2013:
 
 a. that in the preparation of the annual financial statements for the
 year ended March 31, 2015, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any;
 
 b. that such accounting policies have been selected and applied
 consistently and judgment and estimates have been 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 March 31, 2015 and of the profit of the
 Company for the year ended on that date;
 
 c. that proper and sufficient care has been taken 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;
 
 d. that the annual financial statements have been prepared on a going
 concern basis
 
 e. that proper internal financial controls were in place and that the
 financial controls were adequate and were operating effectively;
 
 f. that systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 RELATED PARTY TRANSACTIONS
 
 All related party transactions that were entered into during the
 financial year were on an arm''s length basis and were in the ordinary
 course of business. There were no materially significant related party
 transactions made by the Company with Promoters, Directors, Key
 Managerial Personnel or other designated persons which may have a
 potential conflict with the interest of the Company at large.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
 
 There are no significant material orders passed by the Regulators /
 Courts which would impact the going concern status of the Company and
 its future operations.
 
 AUDITORS
 
 A. Statutory Auditors
 
 The Company''s Auditors, M/s P. Dalal & Co., Chartered Accountant,
 Ahmedabad who retires at the ensuing Annual General Meeting of the
 Company are eligible for reappointment. They have confirmed their
 eligibility under Section 141 of the Companies Act, 2013 and the Rules
 framed thereunder for reappointment as Auditors of the Company. As
 required under Clause 49 of the Listing Agreement, the auditors have
 also confirmed that they hold a valid certificate issued by the Peer
 Review Board of the Institute of Chartered Accountants of India.
 
 B. Secretarial Audit
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and The Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, the Company has appointed CS Anamika Jajoo,
 Practicing Company Secretary, to undertake the Secretarial Audit of the
 Company. The Secretarial Audit Report is annexed herewith as Annexure
 -A.
 
 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
 
 Your Company is committed to the tenets of good Corporate Governance
 and has taken adequate steps to ensure that the requirements of
 Corporate Governance as laid down in Clause 49 of the Listing Agreement
 are complied with.
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
 Corporate Governance Report, Management Discussion and Analysis and the
 Auditor''s Certificate regarding compliance of conditions of Corporate
 Governance are attached separately and form part of the Annual Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule, 8 of The Companies
 (Accounts) Rules, 2014, is Nil.
 
 EXTRACT OF THE ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in form
 MGT 9 is annexed herewith as Annexure-B.
 
 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
 PROHIBITION AND REDRESSAL) ACT, 2013
 
 The Company has zero tolerance for sexual harassment at workplace and
 has adopted a policy against sexual harassment in line with the
 provisions of Sexual Harassment of Women at Workplace (Prevention,
 Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
 
 During the financial year 2014-15, the company has not received any
 complaints on sexual harassment and hence no complaints remain pending
 as of 31 March, 2015.
 
 COMPOSITE SCHEME OF ARRANGEMENT FOR REVIVAL OF THE COMPANY
 
 The company has made application to BSE Limited for seeking approval
 under clause 24(f) of the Listing Agreement, for the scheme of
 Amalgamation / Arrangement (including reduction in capital, arrangement
 with creditors, etc) proposed to be filed under section 391, 394 and
 101 of the Companies Act, 1956 on 20th January, 2014.
 
 The Company has received letter no. DCS/AMAL/CS/24(f)/146/2013-14 dated
 27th August, 2014 from BSE Limited in which BSE state that the company
 is unable to obtain No-objection from the stock exchange pursuant to
 scheme of Arrangement filed by the Company.
 
 ACKNOWLEDGMENT
 
 Your Directors thank the various Central and State Government
 Departments, Organizations and Agencies for the continued help and
 co-operation extended by them. The Directors also gratefully
 acknowledge all stakeholders of the Company viz. customers, members,
 dealers, vendors, banks and other business partners for the excellent
 support received from them during the year. The Directors place on
 record their sincere appreciation to all employees of the Company for
 their unstinted commitment and continued contribution to the Company.
 
                                  By Order of the Board of Directors
 Place : Ahmedabad
 Date : 23/05/2015
                               Sd/-              Sd/-              Sd/-
                       (Atul Pandit)      (Harsh Shah)     (Sujay Mehta)
                  Managing Director          Director          Director
                      DIN: 02293998     DIN: 01662085     DIN: 02145467
Source : Dion Global Solutions Limited
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