| Dear Members,
The Directors of your Company are pleased to present the 23rd Annual
Report and the Audited Accounts for the financial year ended on March
31,2015.
FINANCIAL PERFORMANCE:
(Rupees in Lacs)
Sr. Particulars Standalone
No. 2014-15 2013-14
1 Sales 1583235 7098431
2 Other Income 233019 144
3 Total Income 1816254 7098575
4 Profit Before Depreciation & Tax (PBDT) (374679) (9966074)
5 Less: Depreciation 681047 943566
6 Add: Extra Ordinary item - 2263984
7 Profit Before Taxation (PBT) (1055726) 354342
8 Less: Taxation (all Taxes) - (7792)
9 Profit After Taxation (PAT) (1055726) 362135
Appropriations:
(a) Proposed Dividend - -
(b) General Reserve - -
(c) Balance to be carried forward - -
Total (1055726) 362135
SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR: During the year
under review, the Company witnessed a severe reduction in revenue and
profit after tax Your directors expect better results in the next year.
3. EQUITY INFUSION: Your Company has not issued any equity shares
during the year under review.
4. DIVIDEND: Considering the year's financial performance, the Board
decided not to recommend any dividend.
5. DETAILS OF JOINT VENTURE COMPANY: Your Company has no Joint Venture.
6. SEGMENT REPORTING: Therefore there is only one reportable segment in
accordance with the Accounting Standard on Segment Reporting, AS-17.
7. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EARNINGS AND OUTGO:
(i) CONSERVATION OF ENERGY:
Energy conservation measures taken during the year include the
following:
There is no major changes required.
(ii) TECHNOLOGY ABSORPTION:
Company has not changed any technology. As and when required, company
will take necessary steps in this regard.
(iii) FOREIGN EXCHANGE EARNINGS AND OUT GO:
There is no foreign exchange transactions during the year.
8. CORPORATE SOCIAL RESPONSIBILITY (CSR): CSR provisions are not
applicable to the company.
9. DIRECTORS:
Rotation : Smt. Sonalben D. Patel, Director of the Company, retires by
rotation, and being eligible, offers herself for reappointment at the
ensuing Annual General Meeting. Your Directors recommend her
reappointment.
DECLARATION BY AN INDEPENDENT DIRECTOR(S): All Independent Directors
have also given declarations that they meet the criteria of
independence as laid down under Section 49(6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement. All Independent Directors
have also 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.
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 collectively. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
NOMINATION AND 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 details of the Nomination and Remuneration
Policy are covered in the Corporate Governance Report.
MEETINGS: During the year Four Board Meetings 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.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has
not given any Loans, Guarantees or made Investments covered under the
provisions of Section 186 of the Companies Act, 2013.
11. RELATED PARTY TRANSACTIONS: There is no any related party
transactions during the year. As the company is not doing any related
party transactions, the board has not framed any Related Party
Transaction Policy.
12. PARTICULARS OF EMPLOYEES: The Company is not paying any
remunerations to any of its directors and therefore, there is no scope
for comperisation of increase in remuneration of managerial
remuneration with respect to other employee.
13 VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulated
Whistleblower Policy in conformity with the provisions of clause 49 of
the Listing Agreement executed with the stock exchange to provide a
mechanism for any concerned person of the company to approach the
Ethics Counselor/ Chairman of the Audit Committee of the Company for
the purpose of dealing with instance of fraud and mismanagement, if any
and also ensure that whistleblowers are protected from retribution,
whether within or outside the organization. The details of the Whistle
Blower Policy are explained in the Corporate Governance Report.
14. CORPORATE GOVERANCE: Your Company is committed to maintain the
highest standards of Corporate Governance and adheres to the Corporate
Governance requirements, though not mandatory for the company, set out
by SEBI. The Report on Corporate Governance, as stipulated under Clause
49 of the Listing Agreement is presented in a separate section and
forms a part of the Annual Report. Your Company's Statutory Auditors'
Certificate confirming compliance with Clause 49 of the Listing
Agreement is annexed to this Report as Annexure -A and forms part of
this report.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion
and Analysis Report for the year under review, as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchange, is
presented in separate section and forms part of this report.
16. GENERAL CODE OF CONDUCT: As required by clause 49 of the listing
agreement, the Board of Directors have evolved a General Code of
Conduct for members of the Board and members of the Senior Management
Team. Affirmation of compliance with the said Code by all concerned as
certified by the Chief Executive Officer is available elsewhere in this
report.
17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING: The Company has
also put in place a Code of Conduct for Prevention of Insider Trading.
The necessary preventive actions, including Closure of Trading Window
around the time of any price sensitive events or information, are
taken. All the Covered Persons have given declarations affirming
compliance with the said Code for the year ended 31st March, 2015
18. CEO CERTIFICATION: Pursuant to the provisions of the Clause 49 of
the Listing Agreement, the CEO Certification for preparation of
financial statements etc is available elsewhere in this report
19. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92
(3) of the Companies Act, 2013, an extract of annual return is annexed
hereto as Annexure - B and forms part of this report.
20. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, A. S. Solanki & Associates,
Company Secretary, (CP: 11849) Ahmedabad, has been appointed as the
Secretarial Auditors to conduct the Secretarial Audit of the Company
for the financial year 2014-15, the Secretarial Audit Report is annexed
herewith as Annexure - C and forms part of this report".
21. STATUTORY AUDITORS: M/s. Darji & Associates, Chartered Accountants,
V. V. Nagar, having Firm Registration Number 116519W, were appointed as
Auditors at the last AGM for three consecutive years. 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. As required under the
Companies Act, 2013, your Directors recommend to ratify their
appointment as Statutory Auditors of the Company for F.Y. 2015-16.
22. 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.
23. 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:
That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures, if any.
That such accounting policies have been selected 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 of the
Company for that period;
That proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
That the annual accounts have been prepared on a going concern basis.
That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively
That systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively
24. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The
Company has been addressing various risks impacting the Company and the
policy of the Company on risk management is provided elsewhere in this
Annual Report in Management Discussion and Analysis.
25. ACKNOWLEDGEMENT: Yours Directors take this opportunity to express
their sincere appreciation for the excellent support and co- operation
extended by the shareholders, customers, suppliers, bankers and other
business associates. Your Directors also place on record their deep
sense of appreciation to all employees for their dedicated services
rendered at various levels.
By Order of the Board of Directors
For HEMO ORGANIC LIMITED
Place: Anand (Dr. Dinesh Patel )
Date : 29.05.2015 CHAIRMAN & MANAGING DIRECTOR
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