| The Directors hove pleasure in presenting the 21st Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the financial year ended 31st March, ZG15.
FINANCIAL HI6HLE&HTS:
The Financial results for the year ended 31st March, 2015 are
summarized as under:
(Rs. in Lakhs)
Consolidated Particulars Standalone
2014-15 2013-14 2014-15 2013-14
634.96 576.90 Income from Operations 145.63 574.23
0.24 1, 65 Other Income 024 1.65
566.80 485.76 TotoJ Expenditure 97,13 465.76
68.40 92.79 Profit/Loss before
Interest 48.74 90.11
and Depreciation
0.39 0.65 Interest 039 0.65
40.89 28.53 Depredation 39.57 28.53
27.12 63.61 Prof it/Loss after
Interest 8.78 60.94
and Depreciation
Provision for Taxation
16,22 22.29
- Current Tax 10.24 21.46
(3.28) (2.10) - Deferred Tax (3.32) (2.10)
14.18 43.43 Profit after taxation 1.86 41.58
5.67 0.76 Minority Interest - -
8.51 42.67 Prafit after Minority
lnterest - -
187.32 145.15 Balance Brought
Forward from 182.57 145.15
previous year
195.83 187.32 Balance carried to
Balance 184.43 182.57
Sheet
0.11 0.53 Earnings Per share 0.02 0.51
DIVIDENDS:
In the view of requirement for retention of earnings for the business
growth, the Board of Directors do not recommend any dividend For the
year under review.
STATUTORY AUDITORS:
The Statutory Auditors M/s. (C Venkateswara Rao A Associates, Chartered
Accountants retire at the conclusion of the ensuing Annual Senera!
Meeting and being eligible, offer themselves for re-appointment. M/s.
K. Venkateswara Rao A Associates have informed the Company that, if
appointed, their appointment as Auditor's will be pursuant to the
provisions of Section 139 of the Companies Act, 2013 and The Companies
(Audit and Auditors) Rules, 2014. Accordingly, the members' approval is
being sought for their appointment as Auditor of the Company,
INTERNAL AUMTORSi
AA/s ftamesh Athasniya A CO, Chartered Accountants performs the duties
of internal auditors of the company and their report is reviewed by the
audit committee from time to time.
COMPANY SECRETARY:
Mrs. Jyothi ftamesh Kankani is the company secretary and compliance
officer of the company.
SHARE CAPITAL;
The paid up Equity Share Capital as on March 31, 2015 was fts.fi. 10
crores. During the year under review the company has not issued any
shares or any convertible instruments.
BUSINESS RISK MANAGEMENT:
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion. Therefore, in accordance with clause 49 of the listing
agreement the Board members were informed about risk assessment and
minimization procedures after which the Board formally adopted steps
for framing, implementing and monitoring the risk management plan for
the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies far
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia tire.: Regulations,
competition. Business risk. Technology obsolescence. Investments,
retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, feat risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. Even through this non- production period
the Company continues to ensure proper and adequate systems and
procedures commensurate with its Size and nature of its business.
VTGIL MECHANISM / WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy. This policy is
explained in corporate governance report and also posted on the website
of company.
DEPOSITS FROM PUBLIC:
The company has not accepted any deposits from public and as such no
amount on account of principal or interest on deposits from public was
outstanding as on the date of balance sheet.
DISCLOSURE REQUIREMENTS:
As per clause 49 of the listing agreement entered in to with the stock
exchanges, corporate governance report with auditor's certificate
thereon and management discussion and analysis are attached, which form
part of this report.
Policy with regard to related party Transactions is available on the
website of the company.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried" out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination 4 Remuneration
and Stakeholder committee. The manner in which the evaluation has been
earned out has been explained in Corporate Governance Report.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination A Remuneration
committee framed a policy for selection and appointment of directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report. The policy is also posted an
the website of the company.
MEETTNGS:
During the year Five Board Meetings and one independent directors"
meeting was held. The Details of which are given in Corporate
Governance Report. The provisions of Companies Act, 2013 and listing
agreement were adhered to while considering the time gap between two
meetings,
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:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March
31,2015 and of the profit of the Company for the year ended on that
date;
c) that proper and sufficient care has been taken for the 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;
d) that the annual financial statements have been prepared on a going
concern bastes;
e) that proper internal) financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the company in
accordance with provisions of section 1B8 of the Companies Act, 2013.
However, there were material] related party transactions in terms of
clause 49 of the listing agreement. All material related party
transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website. None of the Directors has any
pecuniary relationships or transactions vis-d-vis the Company.
SLFINLLFLCANTT ANO MATERIAL ORDERS PASSES BY THE REFIULATORS Oft
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.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company, together with a certificate from the Company's Secretarial
Auditor confirming compliance forms an integral part of this Report.
DISCLOSURE REGARDING INVESTMENTS;
Non-Current Investments, i.e., (Investment in 20,000 Equity Shares of
Re.10/- each Kaushalya Global Limited] amounts to Rs. 2,00,000/- as on
31-03-2015.
Loons to Unrelated Parties amounts to Rs. 8,50,17,307 whfch are
Unsecured and considered good as on 31-03-2015. The Company has
advanced this surplus fund which is providing a regular income to the
Company in the form of interest,
SUBSIDIARIES:
Trimurthi Pharmaceuticals India Private Limited:
Based at Hyderabad and incorporated in the year 2012 is a company
dealing in business of Trading in Pharmaceutical Products. Our Company
is holding 59% shares of the Said Company. Financials of the said
company an included in preparing the Consolidated Financials af Your
Company,
Trimurthi Foods Limited:
In April 2015 your company has made investment of Rs. 105.30 Lakhs
(10,53,000 Equity Shares of Rs.lO/- each) in Equity Shares of Trimurthi
Foods Limited (formerly known as An mo. I Packaging Industries Limited),
representing 84.24% of the paid-up equity capital of the said company
thereby making it a subsidiary of your company,
Trimurthi Foods Limited was incorporated in the Year 2012 and ts
proposing to setup the packaged food products unit.
PARTICULARS OF EMPLOYEES:
None of the employees who is employed throughout the year are covered
under Section 134 of the Companies Act 2013 read with Companies
(Particulars of Employees) Rules, 1975 as amended from time to time.
CONSERVATION OF ENERGY A TECHNOLOGY ABSORPTION;
The Company has no activity relating to conservation of energy or
technology absorption. Further the company did not have any foreign
exchange earnings or outgo during the year. Hence no information
pursuant to Section 134 of the Companies Act, 1956 read with
(disclosure of particulars in the report of Board of Directors) Rules,
198B is provided.
LISTING ARRANGEMENTS:
The Equity Shares of your Company are listed at The Ahmedabad Stock
Exchange Limited, Madras Stock Exchange and Bombay Stock Exchange
Limited. The requisite Annual Listing Fees of the Ahmedabad Stack
Exchange Limited, Madras Stock Exchange and Bombay Stock Exchange
Limited had been paid as on the date of this report.
INSURANCE :
The Company has made necessary arrangements for adequately insuring its
insurable interests.
FIXED DEPOSITS:
The Company has not accepted any deposits U/s 73 of the Companies Act,
2013 and as such no amount of principle or interest was outstanding as
an the date of Balance Sheet.
CORPORATE SOVERNANCE:
Your Company follows the principles of effective corporate governance
and committed to maintain high standard of corporate governance by
adhering to the corporate governance requirements set out by SEfll. The
Company has complied with all the mandatory provisions of corporate
governance as prescribed in the Clause 49 of the listing agreement with
the Stock Exchange.
The Company's philosophy on Corporate Governance is attainment of the
highest level of transparency, accountability and equity in all the
spheres of operations, interactions with the shareholders, employees,
government and others. And as per clause 49 of the Listing Agreement
with the stock exchanges a separate section on Corporate Governance
followed by the Company together with the certificate from the Auditors
of the Company confirming Compliance }s set out in the A nexus
re-forming part of this Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
AAGT 9 is annexed herewith as " A nnexure 3".
PARTICULARS OF LOANS. GUARANTIES OR INVESTMENTS:
DetaILs of Loans, Guarantees and investments covered under the
provisions of section 186 of the companies Act, 2013 are given in the
notes to the Financial Statements.
The information required pursuant to Section 197 read withftulesof The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Companies (Particulars of Employees) Rules, 1975, in respect
of employees of the Company and directors is furnished hereunder:
S. Nam* Designation Remunerati Remunerati
NO on paid on paid
Fy,3014-15 Fy,20t3-14
Executive blrectors and fay Managerial Persons
1 Ms. Jyathf
Ramesh Company 82,400 -
Kankanf secretory
2 Ms.Manda Vani CFQ 2,20.000 -
3 Arvind Bhangadia Managing 1,75,000 4.20,000
Director
Non-Executive Directors
1 Arun Kumar
Bhangadin Chairman/ - -
Promoter
2 Ramswaroop Agrawol Independent - -
Director
3 Devendtr Kumar
Rathi Independent - -
Director
4 Priyanka Barve Independent - -
Director
Name Increase in Ratlo/times
remuneration per Median of
from previous employee
years remuneration
Ms. Jyothi Ramesh *- -
Kankani
Ms.Manda Vani *-
Arvind Bhangadia -Nil-#
Arun Kumar
Bhangadin - -
Ramswaroop
Agrawol - -
Devendtr
Kumar Rathi - -
Priyanka Barve - -
* Appointed during the year.
# Monthly Consolidated Salary of Rs.35,0O0/-.Managing Director has
discontinued taking remuneration from Company effective from
01-09-2014,
GREEN IMITATIVE:
Last year, we started a Green Initiative with the aim of being green
and minimizing our impact on the environment. This year too we are
proposing to send the Annual Report to the registered e-mail addresses
of the shareholders.
CODE OF CONDUCT:
The Code has been circulated to all the members of the Board and Senior
Management and the compliance of the same has been affirmed by them. A
declaration signed by the Managing Director is given in Annexure.
ACKNOWLEDGEMENT:
Your Directors peace on record their appreciation for the valuable
support extended by various departments viz.. Commercial Tax
department. Drug Control Department and Banks far their continued
support to the Company's growth. The Directors record their special
appreciation to all employees for their efforts and contribution
towards the growth and achieving this performance.
Your Directors also wish to express their thanks to the shareholders
for the confidence which they reposed in them.
DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
MANAGEMENT PERSONAL OF COMPLIANCE WITH THE CODE OF CONDUCT:
The shareho Jders.
I, Arvind Kumar Bhangadia, Managing Director of the Company do hereby
declare that the directors and senior management of the Company have
exercised their authority and powers and discharged their duties and
functions in accordance with the requirements of the code of conduct as
prescribed by the company and have adhered to the provisions of the
same.
For and on behalf of the Board
Place: Hyderabad.
Dated:31-08-2015 ARVIND KUMAR BHANGADIA
Managing Director
(DIN: 00015838) |