| Dear Members,
Your Directors have pleasure in submitting their Twenty Ninth Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
1. FINANCIAL RESULTS
The Company's financials for the year under review along with the
corresponding figures of the previous year's figures are as under:-.
(Amount in Lakhs)
For the For the
year ended year ended
31-03-2015 31-03-2014
Net Sales /Income from
Business Operations 9.63 4.60
Other Income 8.77 2.84
Total Income 18.40 7.44
Less Interest 0.00 0.00
Profit before Depreciation (345.18) (79.86)
Less Depreciation 23.21 20.80
Profit after depreciation and (368.39) (59.06)
Interest
Less Current Income Tax 0.00 0.00
Less Previous year adjustment 0.00 0.00
of Income Tax,
Less Deferred Tax 0.00 0.00
Net Profit after Tax (368.39) (79.86)
Dividend (including Interim 0.00 0.00
if any and final )
Net Profit after dividend and Tax (368.39) (79.86)
Amount transferred to General Reserve 0.00 0.00
Balance carried to Balance Sheet (368.39) (79.86)
Earning per share (Basic) (4.60) (1.00)
Earning per Share(Diluted)
2. DIVIDEND
As the company did not earn distributable profits, the board of
directors did not recommend any dividend for the financial year under
review. Since the company has not declared any dividend for more than
10 years. the provisions of Section 125 (2) of the Companies Act, 2013
do not apply.
3. RESERVES
The Board did not propose to transfer any amount to reserves
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review, your company achieved a turnover of
Rs.9.63 Lakhs in the year 2014-15 as compared to Rs.4.60 Lakhs during
13-14.
The Company approached companies manufacturing quality medicines, to
get their products manufactured on Third Party & Loan Licence basis as
the Company handed over the Leased Land, Buildings, Machinery & Lab
Equipments to the owners while reflecting the same in the Balance
Sheet. This was necceciated as the Owners, being co-promoters of your
company exited from the Company & its Board and refused to extend the
Lease expiring on 31st March, 2015 for further period. The residual
Machineries of the company are kept temporarily in rented Godowns. The
residual Machineries are mostly Obsolete and outdated ones and have now
become redundant with no immediate usage and installing the same in
other premises is neither viable nor profitable.
Your Directors take pleasure in informing you that they have finalized
a Company with two decades of experience to manufacture the Products of
WHO GMP standards. Some of the Products are in advanced stage of
Production with the new Packing Materials like Foils/Cartons/Boxes etc
being already ordered and getting them in to place. The company is very
confident of building a very decent business volumes in due course of
time.
5. CHANGE IN THE BUSINESS OF THE COMPANY:
During the year under review, the company did not change its line of
activity.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and
Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms
part of this Report and is annexed hereto as "Annexure A".
7. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as part of this Annual Report as "Annexure - B".
Certificate from the Statutory Auditors of the company M/s. Anandam &
Co, Chartered Accountants confirming the compliance with the conditions
of Corporate Governance as Stipulated under Clause 49 of the Listing
Agreement is included as part of this report as "Annexure C".
8. LISTING & TRADING ON STOCK EXCHANGES
The Equity Shares of the Company are listed at The Bombay Stock Exchange
Limited, Mumbai. The Market price of the Share as on 31st March , 2015
was Rs.9.61 per share. The Company confirms that it has paid the Annual
Listing Fee for the year 2015-16 to BSE where the Company' Shares are
listed. As of 26th Aug. The shares of the company are suspended from
trading due to penal reasons. The company is making efforts to get the
suspension revoked at the earliest.
9. DEMATERIALISATION OF SHARES
82.63% of the company's paid up Equity Share Capital is in
dematerialized form as on 31st March, 2015 and balance 17.37% is in
physical form. The Company's Registrars are M/s Venture Capital &
Corporate Services Private Limited, 12-10-167, Bharat Nagar,
Hyderabad-500 018, Telangana. Phone: ( 91)-4023818475/476 FAX: 91 40
23868024 Email id: info@vccipl.com.
10. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of non-
independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
11. 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.
12. 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 is no order passed by any Court or Tribunal or forum which
impacted or is likely to impact the "Going concern status" of the
company.
13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The company has adequate internal financial controls and has a separate
Audit committee to assess the internal controls and guide the company
accordingly.
14. DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES &
THEIR PERFORMANCE
The Company does not have any subsidiary or joint venture or associate
company.
15. DEPOSITS
The Company has neither given nor accepted any Public Deposits during
the year under review.
16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility does not apply to the company.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.
20. 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 laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) 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.
21. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by
either the Auditors or by the Practicing Company Secretary in their
respective reports except the following Disclaimers:
1. Auditors Report
a) Appointment of CFO
2. Secretarial Audit Report
a) Appointment of CFO & CS
b) Company's Manufacturing Licence Under Renewal
c) Inter-se Transfer of Shares Between Promoters
The company could not appoint the Chief Financial Officer (CFO) and
full Time Company Secretary due to the present Financial Status of the
Company. The company is making efforts to appoint the CFO & CS at the
earliest.
The company has a valid Drug Manufacturing and Wholesale Licence and
has applied for the Renewal of the Drug Manufacturing Licence which is
a continuous process.
There was an Inte-se transfer of Shares between the Promoters under due
intimation to BSE & SEBI. However, there is no Change in Total Promoter
Holding.
22. SHARE CAPITAL
The Company has not bought back any of its securities nor has it issued
any Equity or Sweat Equity or bonus Shares or has not provided any
Stock Option Scheme to the employees during the year under review.
23. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomination & Remuneration Committee is vested with the powers to
recommend the Appointment of a Director and fix, recommend the
Remuneration accordingly.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are as under :
Name Designation Yearly
Remuneration
(Rs).
1. Mr.Suchit Mohan Lal Managing Director 2,40,000.00.
2. Mr.Sushant Mohan Lal Executive Director 2,40,000.00
B) Details of every employee of the Company as required pursuant to 5
(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are as under :
1. The Ratio as such is not applicable.
C) Any director who is in receipt of any commission from the company
and who is a Managing Director or Whole-time Director of the Company
shall receive any remuneration or commission from any Holding Company
or Subsidiary Company of such Company subject to its disclosure by the
Company in the Board's Report - NIL
24. ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section
92 read with Rule 12 of the Companies (Management and administration )
Rules, 2014 in Form MGT 9 is attached to this Report at Annexure 'F'.
25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met 6 times during the financial year from
1st April, 2014 to 31st March, 2015. The dates on which the meetings
were held are as follows:
30th May, 2014, 14th August, 2014, 14th November, 2014, 22nd December,
2014, 14th February, 2015 and 30st March, 2015 & the details are given
as Annexure 'B' in the Corporate Governance Report.
The Company constituted 3 Committees as under:
(I) Audit Committee;
(II) Nomination & Remuneration Committee ;
(III) Share holders Grievance Relationship/Share Transfer Committee The
details are given as Annexure 'B' in the Corporate Governance Report.
26. DIRECTORS
In accordance with the provisions of the Companies Act, 2013, Smt
Vemuri Shilpa was appointed as an Independent Woman Director on
30-03-2015.
Shri Anjani Kumar Agarwal and Shri Sanjay Kumar Agarwal, Executive
Directors resigned from the Company as Directors with effect from
22-12-2014 due to their pre-occupation and their resignations were
accepted by the Board.
Shri S.S.Marthi resigned from the Company as Director with effect from
22-12-2014 due to his pre-occupation and his resignation was accepted
by the Board.
Shri Sushant Mohan Lal Director of the Company and Vemuri Shilpa,
Director of the Company are liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
27. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted declarations disclosing to the
Board that they fulfil the criteria stipulated under 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 made there under.
28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members:
A. Shri B.N. GNANA PRAKASH B. Smt VEMURI SHILPA C. Shri. SUSHANT MOHAN
LAL
The above composition of the Audit Committee consists of independent
Directors viz., Mr B.N. GNANA PRAKASH and Mrs. Smt VEMURI SHILPA who
form the majority. The Audit committee was reconstituted on 22nd
December 2014 after the resignation of Mr. S.S.Marthi & Mr.S.K.Agarwal
& was again reconstituted on 30th March 2015 on co-option of Mrs.
Vemuri Shilpa, as Independant Director of the Company.
The Audit Committee reports to the Board.
The Company has a vigil mechanism in place.
29. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Companies Act, 2013 and rules made there under
("the Act"), forming of a Corporate Social Responsibility (CSR)
Committee is Not Applicable to the Company.
30. PARTICULARS OF EMPLOYEES:
Information as required under the provisions of Rules 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is given elsewhere in the report. As per the proviso to Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the particulars of employees posted and working outside
India is - NIL.
31. Details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outflow [Clause (m) of sub-section (3) of section
134 of the Act, r/w Rule 8 of the Companies (Accounts) Rules, 2014]
(A) Conservation of energy
The Company is very careful in using the power to reduce the cost of
maintenance and conserve the resources. The energy consumed during the
year was minimal at Rs.0.77 Lakhs & hence, No Additional Investments or
proposals were implemented for reduction of consumption of energy.
(B) Technology absorption : The company did not carry out any R & D
during the year under review.
(C) Foreign exchange earnings and Outgo: NIL
32. ACKNOWLEDGEMENTS
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 also acknowledge
gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of the Board
For COMBAT DRUGS LIMITED
Sd/- Sd/-
Place: Hyderabad SUCHIT MOHANLAL SUSHANT MOHANLAL
Date: 29.08.2015 MANAGING DIRECTOR DIRECTOR
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