| Dear Shareholders,
The Directors have pleasure in presenting their report on the business
operations and accounts of the Company for the Year ended 31st March,
2015 along with 22nd Annual Report.
FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY
(Amt Rs in Lacs)
Particulars for 2015 2014
Year ended 31st March
Total Income 2,911.48 5,707.04
EBITDA (939.77) (427.05)
Profit/ (Loss) before Tax (3,279.36) (3,202.91)
Profit/ (Loss) after Tax (3,025.60) (3,257.34)
Earnings / (Loss) Per Share (EPS) (13.48) (14.48)
DIVIDEND
In view of loss incurred during the year under review, your Directors
do not recommend any divided on Equity Shares.
OPERATIONAL REVIEW
The Company's performance deteriorated owing to sluggish external
factors and various issues at the customers end beyond the control of
the Management. The Total income was down from Rs. 5707.04 Lacs to Rs.
2911.48 Lacs during the period of review.
Accordingly due to above factors the Loss after Tax Stood at Rs.
3025.65 Lacs as against Rs. 3257.34 Lacs during the last financial
period of review.
The Company continues to operate only in one segment i.e.
pharmaceuticals and there is no change in the nature of business of the
Company.
There are no material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the
financial year of the Company and the date of this report.
No significant or material orders passed or have been passed against
the Company by the regulators, courts, or tribunals, which impacts the
going concern status and Company's operations in future.
SHARE CAPITAL
During the year under review, there was no change in the share capital
structure and the paid up capital of the Company as on 31 st March,
2015 stood at Rs. 2,250.00 Lacs
UPDATES
The Company on August 12, 2015 has allotted 1,05,00,000 (One Crore Five
Lacs) Warrants convertible into equal number of equity shares of
Rs.10/- each at an issue price of Rs.26/- each (including premium of
Rs.16/- each) on preferential basis to non promoters, pursuant to
Special Resolution passed through Postal Ballot and in compliance with
various laws applicable for such Preferential issue.
Pursuant to the Special Resolution passed through Postal Ballot and the
approval received from the Ministry of Corporate Affairs through the
Registrar of Companies, Hyderabad, the name of Company has been changed
from AVON ORGANICS LIMITED to "AVON LIFESCIENCES LIMITED" w.e.f. August
14, 2015.
The Management believes that the business potential and fundamentals of
the Company remains robust. The Management is diligently pursuing every
opportunity to recover from the losses incurred and is confident of
better times ahead.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Management Discussion and Analysis forms part of this annual
report, which is given elsewhere in the Report.
DIRECTORS
a. Board of Directors
Mr. Ajit Kamath (DIN: 00032799), retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.
Mr. Rajendra Kaimal (DIN: 00032839), retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.
Ms. Zeenat Pathan (DIN: 07153363), was appointed as an Additional
Director (Woman Director) on the Board of the Company, in the category
of Non -Executive, Independent Director. Pursuant to Section 161(1) of
the Companies Act, 2013, Ms. Zeenat Pathan holds office till the date
of this Annual General Meeting and it is proposed to appoint her as Non
-Executive, Independent Director of the Company for the period of 5
years for a term up to April 08, 2020.
Ms. Komal Jajodia (DIN: 05186391), was appointed as an Additional
Director on the Board of the Company, in the category of Non
-Executive, Independent Director. Pursuant to Section 161(1) of the
Companies Act, 2013, Ms. Zeenat Pathan holds office till the date of
this Annual General Meeting and it is proposed to appoint her as Non
-Executive, Independent Director of the Company for the period of 5
years for a term up to May 05, 2020.
Brief profiles of the abovementioned Directors are included in a
separate "Annexure B" after the Notice, forming part of this Annual
Report.
b. Board meetings
During the year, 10 Board meetings were held, with gap between Meetings
not exceeding the period prescribed under the Act. Details of Board and
Board committee meetings held during the year are given in the
Corporate Governance Report. Board meeting dates are finalized in
consultation with all directors and agenda papers backed up by
comprehensive notes and detailed background information are circulated
well in advance before the date of the meeting thereby enabling the
Board to take informed decisions. The Board is also apprised of
updates, important developments in industry, segments, business
operations, marketing, products etc.
c. Independent Director's familiarization Programme
As required by the Listing Agreement, the Company has in place
director's familiarization programme for Independent Directors in order
to familiarize them with business model, management structure, Industry
overview, manufacturing operations, internal control system and
processes, risk management framework, functioning of various divisions,
HR Management etc.
d. Evaluation of Board, Committees and Directors
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Remuneration and Nomination Committee has
laid down the criteria for performance evaluation of Board of Directors
(Including Independent Directors), Key Managerial Personnel (KMPs) and
Committees of the Board on the basis of which they have been evaluated.
e. Policy on appointment and remuneration of Directors
The Company has formulated criteria for determining Qualifications,
Abilities, Experience and Independence of a Director as also a Policy
for remuneration of Directors, Key managerial Personnel and senior
management. The details of criteria laid down and the Remuneration
Policy are given in the Corporate Governance Report.
AUDITORS
a. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, M/s. Mukesh Mehta & Associates, Chartered
Accountants (Registration No. 116309W), were appointed as statutory
auditors of the Company from the conclusion of the twenty-first annual
general meeting (AGM) of the Company held on December 30, 2014 till the
conclusion of the twenty-forth AGM to be held in the year 2017, subject
to ratification of their appointment at every AGM.
b. Statutory Auditors Report
The remarks as contained in the Auditor's Report read with Notes
forming part of the accounts are self-explanatory.
a. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Ms. Ashwini Rajeshirke, Company Secretary in
Practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as "Annexure C".
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial controls
are adequate and are operating effectively so as to ensure orderly and
efficient conduct of business operations. The Audit Committee
formulates the scope, functioning, periodicity and methodology for
conducting the audit.
The Board has also put in place requisite legal compliance framework to
ensure compliance of all the applicable laws and that such systems are
adequate and operating effectively.
VIGIL MECHANISM
The Company has set up vigil mechanism viz. Whistle Blower Policy to
enable the employees and Directors to report genuine concerns and
irregularities, if any in the Company, noticed by them. The same is
reviewed by the Audit Committee from time to time.
RISK MANAGEMENT POLICY
During the year, your Directors have constituted a Risk Management
Committee and has formulated a Risk Management Policy which aims at
enhancing shareholders' value and providing an optimum risk reward
tradeoff. The risk management approach is based on a clear
understanding of the variety of risks that the organization faces,
disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.
RELATED PARTY TRANSACTIONS
All 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 which may have a potential conflict
with the interest of the Company at large and thus disclosure in Form
AOC-2 is not required.
None of the Non-Executive Directors has any pecuniary relationship or
transactions with the Company other than sitting fees payable (if any)
to them.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
Information on particulars of employees' remuneration as per Section
197 of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
reported to be nil as there are no employees who are in receipt of
remuneration above the prescribed limit.
The ratio of remuneration of each director to the median employee's
remuneration and other details in terms of Sub - Section 12 of Section
197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
not applicable as the Directors did not draw and remuneration from the
Company for the Financial Year 2014-15 and The Board of Directors
appointed Mr. Jignesh Patel as Company Secretary during the financial
year 2014-15 only.
RECONCILIATION OF SHARE CAPITAL AUDIT
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital Audit has been carried out at the
specified period, by a Practicing Company Secretary.
LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Act, read with CSR
Rules, a CSR committee of the Company is in the process of formulating
appropriate CSR policy. However due to losses incurred by the Company
in this and previous financial year the Company did not undertake any
CSR activity.
DEPOSITS
Your Company has not accepted any deposits from the public falling
within the purview of Section 73 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in form MGT 9 is annexed herewith as
"Annexure D".
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors confirm:
a. that in the preparation of the annual accounts for the year ended
31st March 2015, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures, if any;
b. that the directors had selected 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 ended 31st March 2015
and of the profit of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. that the annual accounts/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 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to Conservation of energy, technology
absorption, foreign exchange earnings and outgo, pursuant to Section
134 of the Act, read with the Companies (Accounts) Rules, 2014 is given
as "Annexure A" and forms part of this report.
CORPORATE GOVERNANCE
Report on Corporate Governance is given elsewhere in this Annual
Report. Certificate from the Auditors regarding compliance of
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement with Stock Exchanges is also appended to the report
on Corporate Governance.
GRATITUDE & ACKNOWLEDGMENTS
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. 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
Avon Lifesciences Limited
(formerly known as Avon Organics Ltd)
Ajit Kamath
Chairman
DIN: 00032799
Date: 04.09.2015
Place: Mumbai
|