The Board of Directors are pleased to present the Company s 40th Annual Report alongwith the audited accounts for the financial year ended March 31 2019.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
|The Standalone Financial results are summarized below: || ||(Amount in Lacs) |
|Particulars ||March 31 2019 ||March 31 2018 |
|Net Sales ||89.73 ||185.51 |
|Other Income ||85.24 ||104.01 |
|Total Income ||174.97 ||289.52 |
|Profit before taxation ||3.67 ||17.73 |
|Tax Expenses: || || |
|Current Tax ||0.98 ||4.56 |
|Deferred Tax ||- ||- |
|Extraordinary Items (net of Tax Expenses) ||- ||- |
|Profit after Tax ||2.69 ||13.16 |
The Company has not transferred any amount to General Reserve.
With a view to conserve resources for working capital requirements and rising capitalexpenditure directors considered it prudent not to recommend any dividend for the yearunder review.
The paid up equity capital as on March 31 2019 was Rs. 312873300. During the yearunder review no issue of equity shares with differential voting rights was completed.Further the Company has not issued any sweat equity nor granted any employee stockoptions.
CHANGES IN THE NATURE OF BUSINESS
During the year there has been no Change in the nature of the Business of the Company.No material changes and commitments have occurred between the end of the financial yearand date of report.
CHANGE OF NAME
There has been no change in the name of the Company during the financial year 2018-19
NUMBER OF MEETING OF BOARD
The Board of Directors duly met 5 (Five) times on 28.05.2018 14.08.201804.09.2018 10.11.2018 and 11.02.2019 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.
Your Company has not accepted any deposits from the public or shareholder during theyear nor has any unclaimed or unpaid deposits at the end of the financial year 2018-19.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given loans or guarantees but has invested in the Equity Shares ofthe other Companies. The details of the investments made by company during the year underreview are given in the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system with reference tofinancial statements. The scope of work includes review of process for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. During the yearsuch controls were tested and no reportable weakness in the design or operation wasobserved.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In accordance with the requirements of the provisions of section 135 of the Act theCompany has constituted a Corporate Social Responsibility ("CSR") Committee. Thecomposition and terms of reference of the CSR Committee is provided in the CorporateGovernance Report.
Since your Company do not have the net worth of Rs. 500 Cr or more or turnover of Rs.1000 Cr or more or a net profit of Rs. 5 Cr. or more during the financial year section135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The required information as per rule 8(3) of the companies (Accounts) Rules 2014 isprovided hereunder:
A. Conservation of Energy:
Your Company s operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: NIL
2. Foreign Exchange Outgo: NIL
DIRECTOR AND KEY MANAGERIAL PERSONNEL a. Changes in Director and Key ManagerialPersonnel (KMP):
The Board of the Company during the Financial Year was as follows:
|Sr. No. ||Name Of Directors ||Designation ||Date of Appointment |
|1. ||Gaurav Audichya* ||Executive Director ||21-08-2014 |
|2. ||Mohit Sharma** ||Executive Director ||15-02-2014 |
|3. ||Dipakbhai Harilal Rupareliya*** ||Executive Director ||11-10-2017 |
|4. ||Ram Prasad Pareek# ||Non-Executive - Independent Director ||06-01-2016 |
|5. ||Sarman Sharma## ||Non-Executive - Independent Director ||23-09-2013 |
|6. ||Mina Devi Agarwal ||Non-Executive - Independent Director ||06-01-2016 |
|7. ||Shivangi Henilbhai Ruparelia@ ||Non-Executive - Independent Director ||11-10-2017 |
The following directors resigned during the F.Y. and after the closure of financialyear i.e. 31.03.2019 but before the adoption of Director Report for F.Y. 2018-19:
* Gaurav Audichya resigned from the post of Executive Director as on 08th April2019.
** Mohit Sharma resigned from the post of Executive Director as on 13th August2019.
*** Dipakbhai Harilal Rupareliya resigned from the post of Executive Director as on08th April 2019.
# Ram Prasad Pareek resigned from the post of Non-Executive - Independent Directoras on 13th August 2019.
## Sarman Sharma resigned from the post of Non-Executive - Independent Director ason 08th April 2019.
@ Shivangi Henilbhai Ruparelia from the post of Non-Executive - IndependentDirector as on 08th April 2019 Composition of Board post change is as follows:
|Sr. No. ||Name Of Directors ||Designation ||Date of Appointment |
|1. ||Mina Devi Agarwal ||Non-Executive - Independent Director ||06/01/2016 |
|2. ||Bappa Mitra ||Addl. Non-Executive - Independent Director ||08/04/2019 |
|3. ||Mahavir Verma ||Whole Time Director & CFO ||08/04/2019 |
|4. ||Samit Ray ||Addl. Executive director ||08/04/2019 |
|5. ||Ranjit Soni ||Addl. Non-Executive - Independent Director ||13/08/2019 |
Declaration of Independence
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 25 of the Listing Regulations. The Independent Directors have also compliedwith the Code for Independent Directors prescribed in Schedule IV to the Act and Code ofConduct for directors and senior management personnel.
b. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under Listing Regulations. ListingRegulations mandates that the Board shall monitor and review the Board evaluationframework.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC")reviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated taking into account theviews of executive directors and nonexecutive directors.
The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
c. Disclosure Relating To Remuneration Of Directors Key Managerial Personnel
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and Regulation 19 of the ListingRegulations the Board of Directors had formulated the Nomination and Remuneration Policyof your Company on the recommendations of the Nomination and Remuneration Committee. Thesalient aspects covered in the Nomination and Remuneration Policy covering the policy onappointment and remuneration of Directors and other matters have been outlined in theCorporate Governance Report which forms part of this Report.
d. Number Of Meetings Of The Board Of Directors And Audit Committees
Your Board of Directors duly met Five (5) times during the financial year i.e.on 28.05.2018 14.08.2018 04.09.2018 10.11.2018 and 11.02.2019 in respect ofwhich proper notices were given and the proceedings were properly recorded and signed inthe Minute Book maintained for the purpose. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
The Audit Committee duly met four (4) times during the financial year i.e. on 28.05.201814.08.2018 10.11.2018 and 11.02.2019 in respect of which proper notices were givenand the proceedings were properly recorded and signed in the Minute Book maintained forthe purpose.
e. Directors Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act 2013 Directors of your Companyhereby state and confirm that:
(a) In the preparation of the annual accounts for the year ended 31st March 2019the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
FORMAL ANNUAL EVALUATION
As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made there under the independent directors of the company had a meeting on14.02.2019 without attendance of non-independent directors and members of management. Inthe meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the Board as a whole;
(b) Review of the performance of the Chairperson of the company taking into accountthe views of executive directors and non-executive directors;
(c) Assessing the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The meeting also reviewed and evaluated the performance of non-independent directors.The company had 2 (Two) non-independent directors namely: I. Mr. Gaurav Audichya - Non-Independent & Executive
II. Mr. Mahavir Verma - Non- Independent & Executive
The meeting was recognized for shaping up of the company and putting the company onaccelerated growth path. They devoted more time and attention to bring up the company tothe present level.
The meeting also reviewed and evaluated the performance the Board as whole in termsof the following aspects:
Preparedness for Board/Committee meetings Attendance at the Board/Committeemeetings
Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions and disinvestments.
Monitoring the effectiveness of the company s governance practices
Ensuring a transparent board nomination process with the diversity ofexperience knowledge perspective in the Board.
Ensuring the integrity of the company s accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.
Mr. Mahavir Verma chairman of the company has performed exceptionally well byattending board meetings regularly by taking active participation in the discussion ofthe agenda and by providing required guidance from time to time to the company for itsgrowth etc.
It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation of the agenda of the meeting with the relevant notes thereon.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or any other related parties as defined under theCompanies Act 2013 which may have potential conflict with interest of the company.
The Securities and Exchange Board of India (SEBI) on September2 2015 issuedSEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital Markets to ensure better enforceability. The said regulations were effectiveDecember1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The company entered into ListingAgreement with CSE Limited MCX Limited and BSE Limited.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 toThe Calcutta Stock Exchange Limited MCX Limited and BSE Limited where the Company sShares are listed. The Company
Listed on BSE effective from 14th August 2015.
The scrip code number of the Equity Shares of the Company is as follows:
| BSE ||539278/SYMBIOX |
| MSE ||SYMBIOX |
| CSE ||029461 |
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the provisions of the Section 177(9) of the Act and the regulation 27(2)of LODR with stock exchanges the Company has adopted Whistle Blower Policy as part ofvigil mechanism to provide appropriate avenues to the Directors and employees to bring tothe attention of the management any issue which is perceived to be in violation of or inconflict with the fundamental business principles of the Company.
This vigil mechanism provides for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee in exceptional cases. The CompanySecretary is the designated officer for effective implementation of the policy and dealingwith the complaints registered under the policy.
Auditor s Report does not contain any qualification reservation or adverse remarks.Notes to Accounts and Auditors remarks in their report are self-explanatory and do notcall for any further comments.
SECRETARIAL AUDIT REPORT
During the year Secretarial Audit was carried out by Mr. Akhil Agarwal PracticingCompany Secretary the Secretarial Auditor of the Company for the financial year2018-2019.
As Secretarial Auditor has pointed out certain observation in his report the Board ofdirectors the company state that those non-compliance of the provisions of the CompaniesAct 2013 were due to ambiguity and uncertainty of the applicability of the same for therelevant period. However the company would ensure that in future all the provisions arecomplied with the fullest extent.
Report of the Secretarial Audit in Form MR-3 for the financial year ended March31 2019 is enclosed as Annexure- "I" to the Report.
Mr. Pravin Poddar (Membership .No: 300906) Chartered Accountant was appointed asStatutory Auditors of the company retires at the ensuing annual general meeting andexpress his unwillingness to be re-appointed due to pre-occupancy. As required under theprovisions of Section 139 and other applicable provisions of the Companies Act 2013 ifany read with the Companies (Audit and Auditors) Rules 2014 and other applicable rulesif any (including any statutory modification(s) or re-enactment thereof for the timebeing in force) M/s. MANABENDRA BHATTACHARYYA & CO. Chartered AccountantsKolkata (M. No. - 065549) be and is hereby appointed in place of Pravin Poddar CharteredAccountant (Membership No. 050714) who give his consent in writing not to be re-appointedas the Statutory Auditor of the Company. M/s. MANABENDRA BHATTACHARYYA & CO.Chartered Accountants Kolkata will hold office from the conclusion of this AnnualGeneral Meeting (AGM) till the conclusion of AGM to be held in the year 2024 subject toratification by members at every AGM on a remuneration as may be mutually agreed upon bythe Board of Directors and the Auditor plus applicable taxes and reimbursement oftravelling and out of pocket expenses incurred by them for the purpose of audit.
The Board recommends the appointment of M/s. MANABENDRA BHATTACHARYYA & CO.Chartered Accountants Kolkata as the statutory auditors of the Company from theconclusion of this Annual General meeting till the conclusion of the next Annual GeneralMeeting.
The Chief Financial Officer (CFO) have issued certificate pursuant to the provisions ofRegulation 27(2) of LODR certifying that the Financial Statements do not contain anymaterially untrue statement and these statements represent a true and fair view of theCompany s affairs and the same forms a part of this report marked asAnnexure-"II".
EXTRACTS OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of the Annual Return in formMGT-9 is annexed herewith as "Annexure-III".
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Disclosure pertaining to remuneration and other details as required under theprovisions of section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Management Personnel) Rules 2014 forms part ofthe Directors Report and marked as Annexure-"IV".
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015
BUSINESS RISK MANAGEMENT
Your Company has a structured framework to satisfy that sound policies procedures andpractices are in place to manage the key risks under risk framework of the company. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5(1)of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of Section 136 of theAct the Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employees particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting.
Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014.
1. None of the employees was employed throughout the financial year which was inreceipt of remuneration exceeding Rs. 6000000/- per annum or more. Therefore Rule5(2)(i) of the captioned Rules is not applicable.
2. None of the employees was employed throughout the financial year which was inreceipt of remuneration exceeding Rs. 500000/- per month. Therefore Rule 5(2)(ii) of thecaptioned Rules is not applicable.
3. No employee is a relative of any director or Key Managerial personnel of theCompany.
Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.
In accordance with provisions of Section 197 of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the annexure pertaining to the names and other particulars of employees isavailable for inspection by Members at the Registered Office of the Company 21 (Twentyone) days before and up to the date of the ensuing Annual General Meeting during thebusiness hours on working days. Any Shareholder interested in obtaining a copy of the saidAnnexure may write to the Company Secretary & Compliance Officer at the RegisteredOffice of the Company.
The Company has complied with the corporate governance requirements as stipulated underRegulation 27(2) of the LODR entered into with the stock exchanges. A separate section oncorporate governance is provided along with a certificate from the auditor confirming thecompliance of conditions of Corporate Governance as stipulated under Regulation 27(2) ofthe LODR entered into with the stock exchanges is annexed and forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As required under Regulation 34 of the Listing Regulations with Stock Exchanges theManagement Discussion And Analysis Report is enclosed as a part of this report.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company has a policy of zero tolerance for sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
| No. of complaints received: ||Nil |
| No. of complaints disposed off: ||Nil |
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report. And during the year under reviewthere were no instances when recommendation of audit committee was not accepted by theboard.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company s policy on directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT 2013
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT 2013
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
DISCLOSURE UNDER SECTION 62(1) (b) OF THE COMPANIES ACT 2013
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1) (b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company likeSEBI BSE NSE MCX NSDL CDSL HDFC Bank etc. for their continued support for the growthof the Company.
For and on behalf of the Board
Whole Time Director