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Directors Report
Directors Report
Directors Report
NOTICE
111
Notice is hereby given that the8 Annual General Meeting of the Compa ny is scheduled to be held at
the Registered Office of the Company situated at I t 11 Floo r, lloechst I louse,Nariman Point, Mumbai,
·1 0002 1 on Friday, 28 111 Scptember,20 18 at 11 .00 a.m. to tran sact the l'o llowi ng business:
Ordinary Business
l. To recei ve, consider and adopt the Audited Balance Sheet as at 3 l ' 1 March, 2018 and the
Profit and Loss Account for the year ended on that date together with the Directors· ami
Auditors' Reports thereon.
Place:
Re!!.istered Office:
i 7 1ii'j;. l~;~)r.· ll~e~l;st ~ lousc,Nariman Point,
Mumbai- 400021.
...
Notes:
a) A. Member entitled to attend and vote is entitled to appoi nt a proxy to attend and vote
in stead of himse lf and the proxy need not be a member of the Company.
b) Prox ies, in order to be effective, shou ld be duly completed, stamped and must be
deposited at the Registered Office of the Company not less than 48 hours before the
meeting.
111
Date: 04 September 20 18
Place:
~~~istQr~d_Qf[i_~:
11
17' Floor, lloechst f louse,
Nariman Point,
M umbai- 40002 1
ADVY CHEMICAL PRJ VA TE LIMITED
DIRECTORS' REPORT
Dear Shareholders,
The Board o f Directo rs is pleased to present the 8111 Annua l Report o n the bu s iness and operations or·
yo ur Company along with the audited financia l statements for the !inancial year ended 3 Is l March.
20 18. T he State me nt of Accou nts, Auditors' Report, Board 's Report a nd attachme nt the reto have
been prepared in accordance with the provisions conta ined in Section 134 of Companies Act, 2013
a nd Rule 8 ofthe Companies (Accou nts) Rules, 20 14.
The Company's fina nc ial performance fo r the year e nded Marc h 3 I, 2018 summari zed
below:
Particula
- -rs. .
._
___J-l_____
. __ 2017-18 2016-17
Gross Total Income 407,3 76.106 38.37,92.81 7
2. RESERVES
During the year under rev iew, yo ur Company has not transfe rred any amo unt to the Ciene ra l
Reserves.
During the financial year 20 I 7 - I 8. yo ur Company ach icved a sales tu rnover of Rs. ll.073. 76
lakhs compared to a turnover of Rs. 3,837.92 lakhs d uring the prev ious year. The Compa ny
earned a Net Pro fit A fter Tax of Rs360.95 lakhs for the year e nded 3 Is l March, 2 018 as
compared to Rs. 46.63 lakhs for the prev ious year. Your directors a re confident of an
improved financ ial pe rformance during the comin g fi na nc ial year
4. OIVIOF:ND
... ..
In view of the planned bu s iness growth, yo ur Directors deem it proper to conserve the
resources o f the Co mpany for its acti v iti es and therefore, do not propose any dividend for the
fi na ncia l year e nded 31 s l March, 2018.
5. The bus iness growth of the Company in the c urre nt financ ia l year 2018-19 was satisfactory.
The Company e xpects to achieve better performa nce during the c urrentyear.
6. CHANGF:S IN NATUR.fi: OF BUSINESS AND IU:YISION IN THE BOARD'S
REPORT
There is no change in the nature of business of the Company du ring the year.
As on 31st March, 2018, your Company has a subsid iary in Japan, ''Advy Japan Cn. I.td.".
The Statement pursuant to Section 129 (3) of the Companies Act, 2013 in Form AOC- 1 is set
out as Annexure "!\.'' and forms part of this Report.
8. PUBLIC DEPOSITS
Your Company has neither invited nor accepted any deposits with in the meaning of Section
73 and 76 of the Companies Act, 2013 and the Compan ies (Acceptance of Deposits) Rules,
2014.
(i) Directors
The prov ision of Sectio n 203 of the Companies Act, 2013 regard ing appoi ntment of Key
Managerial Personnel is not applicable to your Company. The Company has not ap pointed
any Key Managerial Personnel during the year.
During the Financial year, total7 (Seven) meetings of the Board of Directors were held on
26 1hApri I'20 17,OJ'"J uly '20 17, 181hJ uly'20 17, I l'hA ugust '20 17, I l'hSeptember'20 I 7, IS'h
Decembcr'20 17, and 16th Feb '20 18.
Pursuant to Sect ion 134(3)(c)of the Companies Act, 2013 the Directors state that:-
a. In the preparation or th e annua l accounts. the app licable accounting standards have been
followed along with proper exp lanation relating to material departures, if' any;
b. Appropriate accounting poli cies have been selected and applied consistently and have made
judgments and esti mates that are reasonabl e and prudent so as to give a true and fai r view or
the state of affairs of the Company as at 31st March.20 18 and o r the profit incurred by the
Company for the yea r ended on that date;
c. ~ r-ro per aod suflicic1;t care has been taken for the mai ntenance of adeq uate accounting records
in accord ance with the provis io ns of the Companics Act, 201 3 fo r safeguarding the assets of
the Company and for preventing and detectin g fraud and other irregul arities;
c. Proper internal finan cial contro ls were fo llowed by the Company and that such internal
financial controls are adequate and were operating ciTccti vc ly:
,.
f. Proper systems to e ns ure compliance w ith the provisions o f all applicable laws and that such
system were adeq uate and o perating effecti vely.
12. VIGIL MECHANISM POLICY FOR THE DlRf:CTORS AND EMPLOYI•: F:S
The provision o f Section 177(9) of the Companies /\ct. 20 13 regarding Vigil Mecha nis m
Po licy for the Directors and Empl oyees is not applicable to your compan y.
T he Company has in place a mec hanism to identify. assess. monitor and m1t1gatc vario us
risks a ffectin g key bus iness o bjectives of the company. Major risks identified by the
businesses and functions arc systematicall y addressed through mit igating act ions on a
continuing basis.
T he pa rticulars as required under the provisions of Section 134(3)(m) of the Compan ies /\ct.
20 13 read with Rule 8 of the Compa nies (Accounts) Rules. 2014 in respect of Conservation
of Energy, Techno logy Abso rption is set out as Annexure " B" a nd fo rms part of this Report.
Adeq ua te intern a l control systems com mensurate w ith the nature o f the Company· s business.
s ize a nd complexity of its ope rations arc in place. It has been operating satisfactorily. Internal
control systems compris ing of policies a nd procedures arc desig ned to e nsure re liability o f
fin ancial reporting, timely feedback on achieveme nt of operatio nal and strategic goa ls.
compliance w ith policies. procedure, applica ble laws and regu la tions and that all assets and
resources arc acquired economica lly. used e fficientl y and adequatel y protected.
Extract of the An nual Return in form MC!T-9 for the financia l year ended 31 '' Ma rciL 20 I R
made under th e provisions of Sectio n 92(3) o f the Act is set out as ·'A nnexure C" whic h
fo rm s pa rt ofth is Report.
The prov is io n o f Sectio n 135 of the Companies Act, 2013 regardin g Corporate Social
Responsibility is not applicable to yo ur Company.
18. AUDITORS
The Statutory Auflitors of yo ur Company namely, M/s. P.RAJ & CO .. Cha rtered
~ 7\ccountants who were appo inted as Statutory Auditors of the Company in the last
An nua l General Meeting held o n 27 .09.2017 for a period o f 5 years contin ue to be the
auditors of the company for the year 20 18-19
(ii) Auditor's Report
The Auditors' Report docs not contain any qualification. Notes to Accounts and Auditors
remarks in their rcpott are self-exp lanatory and do not call for any furth er comments.
The Company is not required to appoint Cost Auditor as it is not require~ to submit cost audit
re port pursuant to the prov ision of the Compani es (Cost Records and Audi t) Rules, 2014.
Except as di sc losed elsewhere in this repot1, no material changes and comm itments which
could affect the Company's financial posi tion have occurred between the end of the fin ancial
year of the Company and date of this rcpo tt.
The Internal Financial Controls with refe rence to financial statements as designed and
implemented by the Company arc adeq uate. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company r·or
inefficiency or inadequacy of such controls.
The Company has not given any loan or guarantee or provided any security or made any
investments in the Company during th e year under rev iew.
During the year under review there arc no transactions which arc covered under prov isions or
Section 188 of the Companies Act, 20 13 and hence Annexure AOC2 is not annexed to this
Repott. The related party transactions required to be captured vide Accounting Standard 18 is
disc losed in Note No.25 Explanatory Information and Other Add itional Notes Point No. 8
Related Party Disc losure.
23. DISCLOSURJ<: UNDER SJ<:CTION l97(J) OF THE COMPANIES ACT, 2013 AND
OTHF:R DISCLOSURES AS PER RUL~ 5 OF CO MPANIES (APPOINTMENT &
RKMUNERATION) RULES, 2014.
The Directors were paid Rs One Lakh as profess ional fees from the Company.
There were no employees, Managing Director or other Di rectors of the Company drawing
remuneration abov~ the limits prescribed under Section 197( 12) of the Companies t\ct, 20 I)
~ read with Rule 5 of the Compani es (Appointment and Remuneration ) Rules. 2014. nnd hence
disclosures as per the said Rules is not disc losed in this report.
Your Directors state that no disclosure or reporting is req uired in respect of the follow ing
items as there were no transacti ons on these items during the year under review:
I. The Company has not iss ued any shares with differential rights and hence no information
as per provisions or Section 43(a)( ii) of the Act read with Rule 11-(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furni shed.
2. The Company has not issued any sweat equity shares duri ng the year under rev iew and
hence no information as per prov isions of Section 54( I )(d) of the /\ct read with Rule
8( 13) of the Companies (Share Capital and Debentu re) Ru les, 2014 is fu rnished.
3. The Company has not issued any equity shares under Employees Stock Option Scheme
duri ng the year under rev iew and hence no information as per provision s or Section
62( I )(b) of the /\ct read w ith Rule 12(9) o f the Companies (Share Capital and Debenture)
Rul es, 2014 is furnished.
4. During the year under re view, there were no insta nces of non-exercising of voting righ ts
in respect of shares purchased directly by employees under a scheme pursuant to Section
67(3) of the /\ct read w ith Rule 16(4) of Compan ies (Share Capital and Debentures)
Ru les, 201 4 is furnished.
5. No orders have been passed by any Regu lator or Court or Tribunal w hich can have an
impact on the going concern status and the Company' s operations in future.
Your Directors w ish to thank Company ' s Bankers, Governmen t authorities and various
stakeholders, such as, shareholders, customers and suppl iers, among others tor their support
and va luable gu idance to the Company.Your Directors also wish to place on record thei r
apprec iation for the committed services of all the employees of the Company.
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Fo r and on behalf of the Board of Oi•·ec.t~~(
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~- Mr. Bharat Vinod paftary Mr. Siddha1·th BIJarat Oaftai': Jt _:'"
Director Director
DIN: 00011518 DIN: 02897 197
111
Date: 04 September 20 18
Place:
R~isJ~re9_ Qff!~~ ~
11
I 7' Floor, ll ocehst House,
Nari man Poi nt,
Mumbai- 400021
"ANNEXURE A"
Form AOC-1
(Pu rsuant to first proviso to sub-section (3) of section 129 read w ith rule 5 ofCompanies (Accounts)
Rules, 2014)
Preference Shares. -
Notes: The fo ll ow ing information shall be furni shed at the end of the statement :
I. Names of subsidiaries which arc yet to commence operations - NA
2. Names or subsidiaries which have been liquidated or so ld during, the year - NA
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Assoc~ia tc
Com panies and Joint Ventures- Not Applicable
Note: Thi s Form is to be certi lied in the same ma nner in w hich the Balance Sheet is to be certi lied.
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Mr. Siddharth Bl\arat Daftary-- .-. -
Director
DIN: 02897197
Date: 04 ~ Scptembcr 20 18 ~
11
Place:
"ANNEXURE B"
E nergy consen'ation measures t a ken : The Company is closely monitoring the e lectricity consumption
by dai ly verification of electricity meters and educating the operating personnel on an ongoing basis .
Sr.
Particulars 20 17- 18 2016-1 7
No.
I. Electricity Purchased
Units (KWH) 9,43,50 1 971,330
Total Amount (Rupees) 84,54,42 1 85, 14,323
(1) SPECIFIC AREAS IN WHICH R & D WAS CARRIED OUT BY THE COMPANY
The Compa ny is undertaking regular developmental activities to strengthe n its operations through
innovation to improve productiv ity and quality.
a. The activ ities carried out by the Company are related to development of the fol lowing
products:
The Company is achievin g effi ciency in production, and improvement in quality of product.
The Company has not made separate allocation in the accounts, but the expenditure (other than
capital expenditure) is shown under respective heads of expenditure in th e Profit & Loss Account.
The Company is taking steps on a continuous bas is to improve product a nd process technology in an
c!Tnrt to provide qual ity products to the consumers.
( i) Activities relating to exports; initiatives taken to increase exports; development of new export
markets !'o r products and services; and expot1 plans;
~ ~a~t~nod~i
Director
DIN: 00011518
Daftary
Director
DIN : 02897 197
Place:
lZcgis!crcd Office :
17' 11 Floor, I ioechst I louse,
Nar ima n Point, Mum bai- 40002 1.
.-
"ANNKXURR C"
/\I I the business activities contri buting I 0% or more of the total turn over of the Company shall be
stated:-
Sr. Name and Descri ption of ma in NIC Code of the % to total tu rnover
No products I services Prod uct/ service of the com pany
-
Manu facturing of Laboratory 7tl 100%
Diagnostic Reagents, Manufacturing
and Trad ing of Diagnostic Kits and
R£~g_cr2_ts(_Pa~1oJ9gic~_'r~s~ _
- - ---- -- - --- - - -- -
1 /\dvy Japan Co. No. 01 00 · 0 1 Subsidiary 76% Section 129
Lim itcd. Japan 116446
IV. SHARE HOLDING PATTF:RN (Jt:qui ty Share Capital Breakup a s percentage of Tota l
Equi ty)
Indebtedness of the C ompany including interest outstanding/accrued but not due for payment:
22,~ I ,40,_794
As stated earli er in this report the Directors are not drawing any remuneration.
T otal (B) -- ( I + 2)
C. Remuneration to Key Managerial Personnel othe t· than MD/ Manager/WTD: Not App licable
VII. PI<~NALTIES/ PUNISIIMENT/ COMPOUND ING OF OFFENCES (U nder the C ompa nies
Act):
Neither the company nor a ny of its Directors or Offi cers in defa u lt were pena li zed /punished for
violation or
an y of the prov isions of companies Act, 1956 o r 20 13.by any of the regulatory a uthori ties
under the Act.
111
Date: 04 September 2018
Place:...
l~egi s19[Cd_O!Ji ~~ :.
111
I 7 Floor. lloechst !louse.
Na rima n Po int,
M umba i- 4 00021