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Novelix Pharmaceuticals Ltd.
 
March 2016

DIRECTOR'S REPORT

TO

THE MEMBERS.

Your Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, 2016.

PERFORMANCE OF THE COMPANY:

Standalone performance: Gross revenue of your company stood at Rs.93 Lakhs for 2015-16 compared to revenue of Rs.145.63 lakhs for 2014-15. Net profit before tax stood at Rs.9.82 Lakhs for 2015-16 compared to Rs.1.86 Lakhs 2014-15. EPS of the Company stood at Rs.0.12 paisa per share for 2015-16.

Consolidated performance: Gross revenue of your company stood at Rs.571.59 Lakhs for 2015-16 compared to revenue of Rs.634.96 lakhs for 2014-15. Net profit before tax stood at Rs.12.96 Lakhs for 2015-16 compared to Rs.14.18 Lakhs 2014-15. EPS of the Company stood at Rs.0.12 paisa per share for 2015-16.

Your company has in recent past taken approval of shareholders for diversifying into the business of investment in shares. Food industry and real estate business. We expect a good prospect for the company in the coming year.

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.

TRANSFER TO RESERVES: We propose to transfer Rs. 98242/- to general reserve. An amount of Rs.884176/- is proposed to be retained in Surplus on standalone basis.

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, 2016, 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, 2016 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 basis;

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.

STATUTORY AUDITORS: At the Annual general meeting held on 29-09-2014, M/s. K.

Venkateswara Rao & Associates, Chartered Accountants, were appointed as statutory auditors of the company to hold office till the conclusion of Annual General Meeting to be held in calendar year 2017. In terms of First proviso to section 139 of the Companies Act, 2013 the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. K. Venkateswara Rao & Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The Auditors Report for fiscal 2016 does not contain any qualification, reservation or adverse remarks. The Auditor's Report is enclosed with the financial statements in this annual report.

SECRETARIAL AUDITOR: CS Pavan Kankani of M/s P K Associates, Practicing Company

Secretaries, was appointed to conduct the secretarial audit of the Company for financial year 2015­16, as required under section 2014 of the Companies Act, 2013 and rules there under. The Secretarial audit report for financial year 2015-16 forms part of the Annual Report as 'ANNEXURE-4' to the Boards Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

INTERNAL AUDITORS: M/s Ramesh Athasniya & 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review company has appointed Mr. Arun Kumar Bhangadia was appointed as Managing Director of the Company effective from 01-10-2015. Mr. Arvind Kumar Bhangadia resigned from position of managing director effective from 28-09-2015, however he continues be a non executive promoter director on the board.

During the year under review Ms. Priyanka Barve, independent women director on the board resigned on 29-03-2016.

There was no change in Key Managerial Personnel (other than as mentioned above) during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS: The Company has received necessary

declaration form each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: the Current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. As on date of this report your board consists of 5 Directors including 2 promoter directors (of whom one is executive chairman of the Company) and 3 independent directors (including a women director).

The policy of the company on appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters, as required under sub section 3 of section 178 of the Companies Act, 2013 is available on our website. We affirm that the remuneration paid to the directors is as per terms laid out in the nomination and remuneration policy.

NUMBER OF BOARD MEETINGS: During the year Seven Board Meetings were held on 11-04­2015, 27-05-2015, 13-08-2015, 01-09-2015, 02-11-2015, 29-12-2015 and 12-02-2016 and one independent directors' meeting was held on 13-08-2015 during the financial year. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

PARTICULARS OF LOANS, GURANTEES 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.

RELATED PARTY TRANSACTIONS:

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.

Detailed information about the related party transactions is enclosed in from AOC-2 as ANNEXURE-2

EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 3".

CONSERVATION OF ENERGY & 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, 1988 is provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review company did not earn foreign currency nor did it expend any amount in foreign currency.

BUSINESS RISK MANAGEMENT:

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Audit Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Audit Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: 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, legal 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.

CORPORATE SOCIAL RESPONSIBILITY: The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions under section 135 of the Companies Act, 2013 are not applicable to the company.

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 on the date of Balance Sheet.

BOARD EVALUATION: Pursuant to the provisions of Companies Act, 2013 and according to Listing Obligation and Disclosure Requirements Regulation 2015, 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 & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

During the year under review there was no change in Subsidiaries/associates/Joint ventures of the our company. As on 31-03-2016 we have two direct subsidiaries.  

During the year the board of directors reviewed the affairs of the subsidiaries. In accordance with the section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this annual report. Further a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as 'ANNEXURE-1' to the boards report. The statement also provides the details of performance and financial positions of the subsidiaries.

In accordance with section 136 of the Companies act, 2013, the audited financial statements, including the consolidated financial statements and related information about the company and audited accounts of the each of the subsidiaries, are available on our website.

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION , PROHIBITION AND REDRESSALACT , 2013 :

The Company has in place an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.All Employees (Permanent, Contractual , temporary , Trainees ) are covered under this policy.

DISCLOSURE UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Since the paid up capital of company is less than rupees ten cores and the net worth of the company is below rupees twenty five crores as specified in regulation 15 of SEBI (LODR) regulations, 2015 disclosure with respect to provisions relating to corporate governance are not applicable to the Company.

LISTING ARRANGEMENTS:

The Equity Shares of your Company are listed at The Ahmedabad Stock Exchange Limited, and B.S.E Limited. The requisite Annual Listing Fees of the Ahmedabad Stock Exchange Limited, and B.S.E Limited had been paid as on the date of this report.

GREEN INITATIVE:

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.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the valuable support extended by various departments viz., Commercial Tax department, Drug Control Department and Banks etc for 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.

By Order of the Board

ARUN KUMAR BHANGADIA

Managing Director (DIN:00021024)

Place: Hyderabad.

Dated:02nd July,2016

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