DIRECTORS' REPORT TO, THE MEMBERS OF PARNAX LAB LIMITED. Your Directors have pleasure in presenting the 33rd Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2015. . STATEMENT OF COMPANY'S AFFAIRS: During the year the net income from operations on standalone basis declined marginally from 1903.02 lacs to 1663.11 lacs. Due to increase in operational cost the profit from operations got reduced. Your Directors are taking optimum efforts to increase the profits through aggressive sales campaign. 3. DIVIDEND: The Board recommended no dividend shall be declared for the Financial Year ended on 31st March, 2015. TRANSFER TO RESERVES: The Company has not transferred amount to any reserve. 5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: The relations between Company and its employees being cordial and no instance of any Industrial Dispute reported during the year 2014-15. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The required disclosures with respect to Remuneration and other details of employees are available at the registered office of the company during working hours: Monday to Saturday 10.00 AM to 06.30 PM. (Excluding Public Holidays) 6. SUBSIDIARY COMPANY: The Company has one Subsidiary Company as on March 31, 2015 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company. Pursuant to the provision of Section 129(3) of the act, a statement containing silent features of the financial statements of the company's subsidiary in Form AOC-1 is attached to the financial Statements of the Company. 7. DEPOSITS: During the Financial Year 2014-15 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013. 9. BOARD OF DIRECTORS: During the year 2014-15 Mrs. Ami Mihir Shah (Holding DIN-03101049) is appointed as an Additional Director/Woman Director of the Company w.e.f. 31st March 2015 and Mr. T.V. Anantharaman (Holding DIN 07147028) is appointed as an Additional Independent Director of the Company w.e.f. 31st March 2015 Subject to approval of Shareholder in 33rd Annual General Meeting. At the ensuing 33rdAnnual General Meeting of the Company the Directors Mr. Baiju Mahasukhlal Shah (Having DIN 00440806) is liable to retire by rotation and being eligible offers themselves for re-appointment. Board recommends their re-appointment to the members for consideration in the ensuing 33rd Annual General Meeting. 10. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration) , Rules 2014 are as per Annexure - II to this Report. 11. NUMBER OF MEETINGS OF THE BOARD: Five Board Meetings were held during the year 2014-15 pursuant to Section 173 (1) of Companies Act, 2013 on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015 and 31st March 2015. The further details regarding Board Meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report. 12. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that: (a) in the preparation of Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are not material departures from the same., (b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 on 31st March, 2015 and the profit and loss of the Company for that period., (c) the Directors have taken proper and sufficient care for the maintenance of the 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) the Directors have prepared Accounts on 'going concern' basis., and (e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 13. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS: As per the declarations received from Independent Directors their appointment as an Independent Director of the Company was in compliance with Section 149 (6) of the Companies Act, 2013, and The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) 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. 14. NOMINATION AND REMUNERATION COMMITTEE: The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company's website on www.naxparlab.com The other details with respect to Committee composition and meetings are given in Board of Directors Section of Corporate Governance Report annexed to this Report. 15. COMMENTS ON AUDIT REPORTS: There are no qualification, reservation or adverse remark or disclaimer made by M/s Ladha Singhal & Associates, Chartered Accountants and by M/s. HS Associates, Company Secretary in Practice in his secretarial audit report for the year ended on 31st March, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review 16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: As on 31st March, 2015 there was no outstanding balance or transactions with respect to the Mutual Fund Investments. During the year the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: During the year 2014-15 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013. The related party transactions were at arm's length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure - III to this Report. The policy on Related Party Transactions is available on Company's website- www.naxparlab.com 18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. 19. EVALUATION OF BOARD: The performance of Board, its Committees and Individual Directors were reviewed during the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013. The separate meeting of an Independent Directors were held during the year to evaluate the performance of other Non-Independent Directors and of the Board as a whole, also the performance of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory as during the year 2014-15 20. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATE MENT: The Report on Corporate Governance along with necessary certificates and Statement of Management Discussion and Analysis are annexed to this report as Annexure - IV. 21. STATUTORY AUDITORS: The Statutory Auditors of the Company M/s Ladha Singhal & Associates. (Membership No: 104151) hold office until the conclusion of forthcoming 33rd Annual General Meeting of the Company and are eligible for re-appointment. The Board has received necessary Certificate from Statutory Auditors and the Audit Committee has recommended their re-appointment. Hence the Board hereby recommend to the members the re-appointment of Statutory Auditors till the conclusion of 34rd Annual General Meeting of the Company subject to the ratification of appointment by the members at respective Annual 22. INTERNAL AUDITORS: As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit. 23. SECRETARIAL AUDITORS & REPORT: 24. COMMITTEES OF THE BOARD: The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and Listing Agreement with Stock Exchanges. The Committees of the Board are Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings and its Compositions are incorporated in the Board of Directors section of Corporate Governance Report annexed to this Report. 25. WHISTLE BLOWER: The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company's Website www.naxparlab.com 26. INTERNAL FINANCIAL CONTROLS: 31st March, 2015 and the Internal Financial Controls are operating effectively. 27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT: As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act. 28. ACKNOWLEDGMENTS: The Board of Directors hereby express thanks to all the Shareholders, Customers, various Authorities for extending their valued support and patronage to the Company. Suppliers, Associates, Employees and For and on behalf of the Board Prakash Mahasukhlal Shah (DIN 00440980) Chairman Date: 14th August 2015 Place : Mumbai |