| Details regarding technology absorption Considering the necessity of conserving resources for future growth and expansion of the Company, the Board of Directors do not recommend payment of dividend on the Equity Shares of the Company for the financial year ended 31st March, 2018. Details regarding foreign exchange earnings and outgoForeign Exchange earned in terms of actual inflows: Rs. 133,55,75,406/- Foreign Exchange outgo in terms of actual outflows: Rs. 65,09,28,901/- Disclosure in board of directors report explanatorySUPRIYA LIFESCIENCE LIMITED Your Directors have pleasure in submitting their 10th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018. FINANCIAL RESULTS / STATE OF COMPANY`S AFFAIRS: The summarized standalone results of your Company are given in the table below: | | | | | | Net Sales / Income from Business Operations | | | | | | | | | Provision for Depreciation / Amortization | | | Profit/(loss) after Depreciation and before Provision for Tax | | | Less: Provision for Income Tax (including for earlier years) | | | | | | Less: Provision for Deferred Tax | | | Net Profit/(Loss) After Tax | | | Amount transferred to General Reserve | | | Earnings Per Share (Basic) | | | Earnings Per Share (Diluted ) | | |
*Previous year`s Figures have been regrouped / rearranged wherever necessary. Considering the necessity of conserving resources for future growth and expansion of the Company, the Board of Directors do not recommend payment of dividend on the Equity Shares of the Company for the financial year ended 31st March, 2018. TRANSFER OF UNCLAIMED/ UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND: Your Company do not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF). MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: There details of loans, guarantees, securities and investments made by the Company under section 186 of the Companies Act, 2013 are given in the respective notes to accounts in the financial statement. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: All related party transactions that were entered into during the financial year were on arm`s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with interest of the company at large required to be reported herein. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: The Company does not have any Subsidiary, Joint venture or Associate Company. CHANGE IN THE NATURE OF BUSINESS: There has been no change in the nature of business during the year under review. Your Company has neither accepted / renewed any deposits during the year nor has any outstanding Deposits in terms of Section 73 - 76 of the Companies Act, 2013. As on 31st March, 2018, the issued, subscribed and paid up share capital of your Company stood at Rs. 14,63,67,060/- (Rupees Fourteen Crores Sixty-Three Lacs Sixty-Seven Thousand Sixty Only), comprising 1,46,36,706 (One Crore Forty-Six Lacs Thirty-Six Thousand Seven Hundred Six) Equity shares of Rs. 10/- each. The Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect. INTERNAL FINANCIAL CONTROLS: The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mrs. Smita S. Wagh (DIN 00833912) retires at ensuing Annual General Meeting and being eligible offer her selves for re-election. Mr. Balasaheb Sawant (DIN 07743507) was re-appointed as Director of the company from Additional Director, in the Annual General Meeting held on 30th September,2017. DECLARATION OF INDEPENDENT DIRECTORS: The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) 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. The Board of Directors is of the opinion that the Independent Directors are eligible under the Companies Act, 2013. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: During the financial year under review, the Company had 5 (Five) Board meetings on 17.05.2017, 01.09.2017, 02.09.2017, 21.12.2017, and 23.02.2018. The attendance of Directors at the Board meeting is as under DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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 the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) 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. In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has Audit Committee consisting of the following members: | | | | | | | | | | | Executive Director(Managing Director) |
The Audit Committee met 2 (Two) times during the year under review as on 17.05.2017and 02.09.2017. All the members of the Audit Committee have attended all the meetings. The Board has accepted all the recommendation of the Audit Committee. NOMINATION & REMUNERATION COMMITTEE: In compliance with the provisions of Section 178 of the Companies Act, 2013, the Company has Nomination and Remuneration Committee which was re-constituted during the year under review. The composition of Nomination and Remuneration Committee is as follows: The Nomination & Remuneration Committee have met 1 (One) time during the year under review as on 02.09.2017. All the members of Nomination and Remuneration Committee has attended the meeting. COMPANY`S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: The Company`s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors` qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure I and is attached to this report. Considering the limit of paid up share capital of the Company, the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Companies Accounts) Rules, 2013 relating to formal Annual Evaluation of the Board and that of its committees and the Individual Director is not applicable to the Company. The Company has established a vigil mechanism and overseas through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY: The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. CORPORATE SOCIAL RESPONSIBILITY: The Company has a Corporate Social Responsibility (CSR) Committee consisting of Mr. Bhairav Chokshi as a Chairman, and Mrs. Asha Wagh & Mr. Satish Wagh as Members. The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per the Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure II. The committee met twice during the financial year 2017-18 on 02.09.2017and 30.03.2018 wherein all the members of the committee were present except that Mr. Bhairav Choksi was not present at the CSR Committee meeting held on 30.03.2018. SECRETARIAL AUDIT REPORT: In view of the limit of paid up share capital and turnover of the Company, the provision relating to submission of Secretarial Audit Report (Form MR 3) in not applicable to the Company. M/s.Kakaria & Associates, Chartered Accountants, Mumbai (FRN No.104558W) were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30th September,2017. Their appointment as Statutory Auditors of the Company was subject to ratification by members at every Annual General Meeting. However, provision for ratification of Statutory Auditors at every General Meeting is dispensed by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, ratification of appointment of M/s.Kakaria & Associates as the Statutory Auditors of the Company is not required. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS: There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The comments by the auditors in their report read along with information and explanation given in notes to accounts are self-explanatory and do not call for further explanation. There were no frauds which are reported to have been committed by employees or officers of the Company. The provisions of section 148 of the Companies Act, 2013 read with Rules made thereunder pertaining to appointment of Cost Auditors are not applicable to the Company. The Company has endeavored to comply with the applicable Secretarial Standards to the extent applicable. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY`S OPERATIONS IN FUTURE: There are no Material orders passed by the judicial or quasi-Judicial authority which affects the Going Concern Status of the Company during the year under review. The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure III and is attached to this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure IV and is attached to this report. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has endeavored to comply with the requirement of Internal Compliant Committee to the extent applicable. There were no instances / complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. For and on Behalf of the Board of Directors For Supriya Lifescience Limited Chairman and Managing Director Date: 01st September, 2018 Place: Mumbai Conservation of Energy and Technology Absorption Your Company is not an energy intensive unit, however possibilities are continuously explored to conserve energy and to reduce energy consumption to the extent possible. During the year under review, considering the nature of activities presently being carried on by the Company, categorical information of the Company in terms of the Rules is provided below: (A) | (i) | Steps taken or impact on conservation of energy | 1. Installation of Gear Box Motor in reactor instead of Mono Block Motors to reduce power consumption
2. Installation of Light Emitting Diode (LED) bulb for energy conservation.
3. Installation of Natural draft cooling tower for energy conservation
| | (ii) | Steps taken by the company for utilizing alternate sources of energy | 1. Use Biomass Briquettes instead of furnace oil for steam generation and optimum utilization of Energy.
2. Planning for installation of Solar panel for street Light.
| | (iii) | Capital Investment on energy conservation equipments; | Rs. NIL |
| (i) the efforts made towards technology absorption: | : | | (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; | 1.Cost reduction on account of energy efficiency
2.Operational Flexibility
3.Reduction in Manpower
4.Increase in productivity
5.Pollution control measures i.e. Improvement in boiler exhaust air quality
6.Safety of Plant & Machinery
| | (iii)in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- | Nil | (a) the details of technology imported; | - | (b) the year of import; | - | (c) whether the technology been fully absorbed; | - | (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; | - | | (iv)the expenditure incurred on Research and Development. | a) Capital : Rs. 26.39 Lacs
b) Recurring: Rs. 70.49 Lacs
c) Total : Rs. 96.88 Lacs
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(C) Foreign exchange earnings and Outg o: Foreign Exchange earned in terms of actual inflows: Rs. 133,55,75,406/- Foreign Exchange outgo in terms of actual outflows: Rs. 65,09,28,901/- For and on Behalf of the Board of Directors For Supriya Lifescience Limited Chairman and Managing Director Date: 01st September,2018 In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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 the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) 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. Details regarding energy conservationThe information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure IV and is attached to this report. |