NOTICE

Notice is hereby given that the 16th Annual General Meeting of the members of Par Durgs And Chemicals Private Limited will be held on 30th September 2017 at 10.00 a.m. at the registered office of the company at 805, Dwarkesh Complex, R.C. Dutt Road, Alkapuri, Vadodara - 390007 to transact the following business:

I. Ordinary Business
1. To receive, consider, approve and adopt the audited Balance sheet as at 31st March 2017, Statement of Profit & Loss for the year ended on that date and the reports of Board of Directors and Auditor’s thereon.
2. To rectify the appointment of M/s. D C P & Associates, Chartered Accountant and fix their remuneration.



By and on behalf of Board of Directors For Par Drugs & Chemicals Pvt. Ltd.




(Jignesh V. Savani)
Date: 20/05/2017 Director
Place: Vadodara DIN: 00198203


DIRECTOR’S REPORT
To,
The Members,
Par Drugs & Chemicals Private Limited


1. INTRODUCTION

The Directors have pleasure in presenting their 16th Annual report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2017.

2. FINANCIAL RESULTS

The financial results for the period are summarized below:
(Amount in Rs.)

S.NO. PARTICULARS 2016 – 2017 2015 - 2016
1 Sales and other Income 48,80,90,154 33,30,37,373
2 Expenditure 45,54,32,471 31,99,13,503
3 Profit Before Tax 3,26,57,683 1,31,23,870
4 Provision for Taxation
(1)Current Tax 68,00,000 26,76,000
(2)Deferred Tax 83,15,193 31,23,333
(3) Income-tax adj. of earlier years. 0 0
5 Profit after Tax 1,75,42,491 73,24,537
6 Earning Per Equity Share:
(1)Basic 6.50 2.71
(2) Diluted 6.50 2.71

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year.

4. 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 No. MGT – 9 (Annexure I) is enclosed herewith.


5. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
The following are the details of meetings of board of directors or committees held during the financial year.
S.NO DATE OF BOARD MEETING CHAIRPERSON
1. 15/06/2016 Vallabhbhai J. Savani
2. 25/08/2016 Vallabhbhai J. Savani
3. 02/09/2016 Vallabhbhai J. Savani
4. 01/12/2016 Vallabhbhai J. Savani
5. 02/12/2016 Vallabhbhai J. Savani
6. 09/12/2016 Vallabhbhai J. Savani
7. 04/01/2017 Vallabhbhai J. Savani
8. 01/02/2017 Vallabhbhai J. Savani

6. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit that:
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 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,
e. 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.
7. COMMENT ON AUDITOR REPORT:
There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANY ACT, 2013
There were no loans given, guarantees given or investments made by the company under Section 186 of the Companies Act, 2013 during the year and hence the said provisions is not applicable.

9. 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.

10. RESERVES
In the absence of sufficient profits the Company is unable to transfer any amount to the reserves.


11. DIVIDEND

Due to requirement of fund for long-term working capital for the company, the directors do not recommend any dividend for the year. The Company have paid fixed dividend of Rs.575/- to preference shareholders during the year.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES 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 on the date of this report.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules ,2014 are:
a) Conservation of Energy-
1. The Company has taken necessary steps for conservation of Energy.
2. There was consumption of fire woods of Rs.4,67,63,037/- (Previous year Rs. 3,16,15,334/-) and consumption of Motive power of Rs.2,33,82,408/- (Previous year Rs. 1,95,22,136/).
b) Technology absorption-
1. The Company has installed capacitors to reduce the consumption of energy.
2. No research and development work has been carried out by the company and therefore, there is no expenditure under this head.
c) Foreign Exchange Earnings and outgo-
1. Foreign exchange earnings in terms of actual inflows was Rs.7,02,11,238/- (Previous year Rs.4,36,98,892/-) during the year.
2. Foreign exchange outgo in terms of actual outflows was Rs.10,17,016/- (Previous year Rs. 1,18,713/-) during the year.
14. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY
The Company has an effective risk management policy which is capable of identifying various types of risks associated with the business, its assessment, risk handling, monitoring and reporting.
15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.
16. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
17. DIRECTORS
There was no change in constitution of Board Of Directors during the year. The Board comprises of:
S.No Name Designation DIN
1. Vallabhbhai Jivabhai Savani Director 00195034
2. Jigneshbhai Vallabhbhai Savani Director 00198203
3. Falgun Vallabhbhai Savani Director 00198236
4. Ghanshayambhai Bhagvanbhai Savani Director 03055941
5. Shishir Manoharbhai Trevedi Director 07046252

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate company.

19. DEPOSITS
As per Section 74 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the financial year.
20. STATUTORY AUDITORS
As per the provisions of section 139 of the Companies Act, 2013, the appointment of M/S. D C P & Associates, Chartered Accountants, Bhavnagar [FNR No.124179W] auditors of the company is proposed to be ratified by the members in the ensuing Annual General Meeting and remuneration may be fixed by the members. They hold the office from the conclusion of the ensuing annual general meeting until the conclusion of the 20th Annual General Meeting of the company, subject to ratification of Appointment ay every Annual General Meeting.

Further the auditors have confirmed their willingness and eligibility for appointment and have also confirmed that their appointment if made, will be within the limits under section 141 (3) (g) of the Companies Act, 2013

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company’s operation in future.

22. SHARE CAPITAL
a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014.
b. Issue Of Sweat Equity Shares
The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.
c. Issue Of Equity Shares With Differential Rights
The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.
d. Issue of Employee Stock Option
The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.

23. 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 acknowledges gratefully the shareholders for their support and confidence reposed on your Company.


For And On Behalf Of M/S PAR DRUGS & CHEMICALS PVT. LTD.



DATE : 20/05/2017
PLACE : Vadodara

(Vallabhbhai J. Savani) (Jignesh V. Savani)
DIRECTOR DIRECTOR
DIN: 00195034 DIN: 00198203

The financial results for the period are summarized below: (Amount in Rs.) S.NO. PARTICULARS 2016 – 2017 2015 - 2016 1 Sales and other Income 48,80,90,154 33,30,37,373 2 Expenditure 45,54,32,471 31,99,13,503 3 Profit Before Tax 3,26,57,683 1,31,23,870 4 Provision for Taxation (1)Current Tax (2)Deferred Tax (3) Income-tax adj. of earlier years. 68,00,000 83,15,193 0 26,76,000 31,23,333 0 5 Profit after Tax 1,75,42,491 73,24,537 6 Earning Per Equity Share: (1)Basic (2) Diluted 6.50 6.50 2.71 2.71

Conservation of Energy- 1. The Company has taken necessary steps for conservation of Energy. 2. There was consumption of fire woods of Rs.4,67,63,037/- (Previous year Rs. 3,16,15,334/-) and consumption of Motive power of Rs.2,33,82,408/- (Previous year Rs. 1,95,22,136/).

Technology absorption- 1. The Company has installed capacitors to reduce the consumption of energy. 2. No research and development work has been carried out by the company and therefore, there is no expenditure under this head.

Foreign Exchange Earnings and outgo- 1. Foreign exchange earnings in terms of actual inflows was Rs.7,02,11,238/- (Previous year Rs.4,36,98,892/-) during the year. 2. Foreign exchange outgo in terms of actual outflows was Rs.10,17,016/- (Previous year Rs. 1,18,713/-) during the year.

DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit that: 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 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, e. 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.

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.