DIRECTORS' REPORT Dear Shareholders, Your Directors are pleasured to present the 34th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014-15 ended 31st March, 2015 2. DIVIDEND: With a view to conserve the resources for general corporate purposes including working capital requirements of the Company, your Directors have not recommended any dividend for the year under review ended 31st March, 2015. 3. OPERATIONS: The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles is increased by 14% from Rs. 6731 lacs of the previous year 2013-14 to Rs. 7685 lacs for the year 2014-15. The facility was inspected by Food and Drug Control Administration (FDCA), Gandhinagar for the renewal of its World Health Organization-Good Manufacturing Practices (WHO-GMP) certification and manufacturing license renewal which was satisfactorily completed. The Company's manufacturing license is valid till December 2017. During the year under review, the export market was explored in more detail and I.V. products in plastic bottles were exported to new destinations. Further efforts are underway for increasing exports to various countries. 4. NEW PROJECTS: The Management has envisaged an increased demand for various I. V. fluids in India for the future considering the development of health related investment and steady population increase. 4.1 Increasing the Moulding and Filling capacity with cost reduction in BFS. We are under the process of implementing additional capacity in our BFS line. This project will help us to save significantly on our main RM cost viz PP Granules. The project will be implemented in Q3 FY16. We already have the team and systems in place for marketing of products from this project and we will able to derive significant returns from day one of the operations. This project will help us in lowering our costs and penetrate into cost competitive markets effectively while maintaining margins. 4.2 Increasing the moulding and filling capacity for 1000 ml, and increasing filling capacity 3000 ml. In the BFS category of 1000 ml and 3000 ml are niche products with few companies offering the same. The current market for 1000 ml and 3000 ml is growing at 35% and we are achieving 12% operating margins in 1000 ml and 20% operating margins in 3000 ml. 5. LISTING: The Equity Shares of the Company are listed on Ahmedabad Stock Exchange & BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16. 6. RIGHTS ISSUE OF EQUITY SHARES: As communicated in the Directors' Report for the year 2013-14, there was good response to the Rights Issue of 60,27,864 Equity Shares of Rs. 10/- each at a premium of Rs. 3/- per share aggregating to Rs. 783.62 lacs. The Board of Directors allotted shares on 30th May, 2014. There are no material variations between the projections and actual utilization of the funds raised through Rights Issue by the Company during the year 2014-15. 7. DIRECTORS: 7.1 One of your Directors viz. Mr. Dinesh B. Patel retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment. 7.2 The Board of Directors duly met 10 times during the financial year under review. 7.3 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors. 7.4 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 27th March, 2015. 7.5 DIRECTORS' RESPONSIBILITYSTATEMENT: Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed: (i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the Directors had 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 31st March, 2015 being end of the financial year 2014-15 and of the profit of the Company for the year; (iii) that the Directors had taken proper and sufficient care for 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; (iv) that the Directors had prepared the annual accounts on a going concern basis. (v) 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. (vi) 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. 9.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY: As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks. 10. PERSONNEL AND H. R. D.: 10.1 INDUSTRIAL RELATIONS The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D. The number of Employees of the Company are 140. The relationship between average increase in remuneration and Company's performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals. 10.2 PARTICULARS OF EMPLOYEES: There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014. 11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED: Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report. 12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A. 13. CORPORATE GOVERNANCE AND MDA: As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B. 14. SECRETARIAL AUDIT REPORT: Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered. 15. EXTRACT OF ANNUAL RETURN: The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D. 16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE: The details of various committees and their functions are part of Corporate Governance Report. 17. GENERAL: 17.1. AUDITORS: The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accounts, Ahmedabad, will retire at the ensuing 34th Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts. 17.2 INSURANCE: The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company. 17.3 DEPOSITS: The Company has not accepted during the year under review any Deposits and there were no overdue deposits. 17.4 RISKS MANAGEMENT POLICY: The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company. 17.5 SUBSIDIARIES/ASSOCIATES/JVS: The Company does not have any Subsidiaries/ Associates Companies / JVs. 17.6 CODE OF CONDUCT: The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. 17.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There has been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations. 17.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint. 17.9 GRATUITY: The Company has entered in to an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India. 17.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS: There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013. 18. DEMATERIALISATION OF EQUITY SHARES: Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE051G01012. 19. FINANCE: 19.1 The Company's Income-tax Assessment has been completed up to the Assessment Year 2012-13 and Sales tax Assessment is completed up to the Financial Year 2010-11. 19.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Axis Bank Limited and Bank of India. The Company is regular in payment of interest and principal. 20. ACKNOWLEDGMENT: Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company. For and on behalf of the Board, Dinesh B. Patel Chairman Place : Ahmedabad Date : 29th July, 2015 |