The Directors present hereunder the 5th Annual Report on the Business and operations of
the Company along with the Audited Statement of Accounts of the Company for the year ended
31st March, 2013. The financial results for the year summarized as under:
1. FINANCIAL RESULTS
||For the year ended 31.03.2013
||For the year ended 31.03.2012
||For the year ended 31.03.2013
||For the year ended 31.03.2012
|Net Sales and Other Income
|Profit /(Loss) before Interest, Depreciation,
|Taxation and Extra Ordinary Items
|Less : Extra Ordinary Items
|Profit /(Loss) before Interest, Depreciation and Taxation
|Net Profit / (Loss) After Tax
|Add: Balance brought forward
|Balance carried forward to Balance Sheet
2. PERFORMANCE REVIEW
a. STANDLONE RESULTS
The net sales and other income of the Company for the financial year 2012-13 stood at
Rs. 459.66 Lacs as against previous year Rs. 460.48 Lacs. The Loss after tax adjustments
is Rs.859.64 Lacs as against Loss of Rs.157.21 Lacs of corresponding previous year
2011-12. The cumulative Loss carried forward is 18.56 crores. The company has made profit
before extraordinary item of 37.91 lacs for the financial year 2012-13.
b. CONSOLIDATED RESULTS
On a consolidated basis, the net sales and other income of the Company for the
financial year 2012-13 stood at Rs. 576.72 Lacs as against previous year Rs. 523.02 Lacs.
The Loss after tax adjustments is Rs.873.12 Lacs as against Loss of Rs.188.06 Lacs of
corresponding previous year 2011-12. The cumulative Loss carried forward is 18.78 crores.
3. FUTURE OUTLOOK
The Company plans to set up wellness centres and ayurvedic centres in Tier I, Tier
II & Tier III cities in India and also exploring the possibilities of services to the
international market by setting up centres mainly in America.
Due to loss in the financial year ended 31st March, 2013, your Directors regret their
inability to recommend dividend on the Equity shares.
5. SUBSIDIARY COMPANY
During the Financial Year 2012-13, the Company had one subsidiary, viz. Birla IVF LLP
which is a Limited Liability Partnership (LLP). On 01.04.2013 the Company has sold the
Birla IVF, LLP and ceased to be partner of the subsidiary and accordingly, the relation
between the Holding Company and Subsidiary has ceased. On 01.07.2013, Birla Kerala
Vaidyashala Private Limited became the subsidiary of the Company.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
In terms of General Circular No. 2/2011 dated February 8, 2011, of the Ministry of
Corporate Affairs, Government of India, the Company has availed the exemption from
compliance with Section 212 of the Companies Act, 1956. Accordingly, the consolidated
financial statements of the Company and its subsidiaries for the year ended 31st March,
2013 together with reports of Auditor thereon and the statement pursuant to Section 212 of
the Companies Act, 1956 form part of the Annual Report.
Information required to be provided in respect of subsidiary companies has been
disclosed separately in the Annual Report. The Annual Accounts of the Subsidiary Companies
are available for inspection by the shareholders at the Registered Office of the Company
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement with the Stock Exchange, the Management
Discussion and Analysis Report is appended to this report.
7. CORPORATE GOVERNANCE
Your Company will continue to strive to incorporate best of standards for good
corporate governance. As a listed company, all required measures are being taken to comply
with the Stock Exchange Guidelines and other statutory regulations. A separate report on
Corporate Governance along with a Certificate of Compliance from the Auditors forms part
of this report.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with
respect to Directors Responsibility Statement, it is hereby confirmed:
that in preparation of the annual accounts for the period ended on 31st March,
2013 the applicable accounting standards have been followed along with proper explanation
relating to material departures;
that 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 period ended on 31 st March, 2013 and of the profit or loss of the Company for
that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and detecting fraud and
that the directors had prepared the annual accounts for the period ended on 31st
March, 2013 on a going concern basis.
Pursuant to Article 91 of the Articles of Association of the Company and Section 256 of
the Companies Act, 1956, Mr. Rajesh Shah Director of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible himself for re-appointment.
The Board of Directors of the Company in their meeting held on 21st May, 2013 appointed
Mr. Rubin Malkani as Additional Director. He holds office only upto the date of ensuing
Annual General Meeting. The Company has notice in writing from member proposing the
candidature of Mr. Rubin Malkani as a Director of the Company. Further, in the same Board
Meeting held on 21st May, 2013, the Board appointed Mr. Rubin Malkani as Managing Director
of the Company for a period of three years w.e.f. 21st May, 2013 subject to the approval
Brief resume of the Directors proposed to be appointed, nature of their expertise in
specific functional areas and names of the Companies in which they hold the directorship
and membership/chairmanship of committees of the Board, as well as their shareholding as
stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in
the report on Corporate Governance forming part of the Annual Report.
Mr. Abhijit Desai, Managing Director resigned from the Board w.e.f. 30.09.2012, Mr.
Yashovardhan Birla , Chairman resigned from the Board w.e.f. 14.02.2013, Mr. Jaydeep
Banerjee appointed as Managing Director on 07.11.2012 through Postal Ballot and resigned
from the Board w.e.f. 15.01.2013, Mr. Anoj Menon resigned from the Board w.e.f.
21.03.2013, Mr. Upkar Singh Kohli resigned from the Board w.e.f. 08.05.2013, Mr. Tushar
Dey, Alternate Director to Mr. Willaim Lai Leong Chong resigned from the Board w.e.f.
03.07.2013, Mr. P.V.R. Murthy resigned from the Board w.e.f. 30.04.2013 and Mr. Mohandas
Shenoy Adige resigned from the Board w.e..f 22.05.2013. The Board placed on record its
appreciation of the valuable services rendered by them.
10. FIXED DEPOSITS
Your Company has not accepted any fixed deposit from the public. As such, no amount of
principal or interest is outstanding as on the Balance Sheet date.
M/s. Kanu Doshi Associates, Chartered Accountants the Statutory Auditors of the
Company, retire at the ensuing Annual General Meeting. They have confirmed their
eligibility and willingness for reappointment. The Directors recommend their reappointment
by the Members at the forthcoming Annual General Meeting.
12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to energy, technology absorption and foreign exchange earnings
and outgo required to be disclosed under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is given in the Annexure to Directors Report.
13. PARTICULARS OF EMPLOYEES
During the year under review, there was no employee covered under the provision of
Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended by Notification GSR 289(E) dated 31.03.2011,General
Circular No. 23 dated 03.05.2011.
14. HUMAN RESOURCE
Your Directors place on the record their appreciation of the contribution made by the
employees at all levels who, through their competence, diligence, solidarity, co-operation
and support, have enabled the Company to achieve the desired results during the year.
Your Directors take this oppurtunity to thank all investors, clients, vendors, banks,
regulatory authorities and wishes to acknowledge the invaluable support extended to the
Company by them.The Directors are pleased to place on record their appreciation for the
valuable information made by the employees of the Company.
||For and on behalf of Board of Directors
ANNEXURE A TO DIRECTORS REPORT
I. Information under Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in Report of Board of Directors) Rules, 1988 and forming part
of the Directors Report for the year ended 31st March, 2013.
A. Conservation of Energy:
During the year under review, efforts continued to conserve and avoid wastage of energy
in every possible way.
B. Technology Absorption:
Research & Development:
1. Specific areas in which R & D carried out by the Company: Not Applicable.
2. Benefit derived as a result of the above R & D: Not Applicable.
3. Expenditure on R & D: Not Applicable.
4. Technology Absorption, Adaption and Innovation: Not Applicable.
C. Foreign Exchange Earnings and Outgo:
5. Activities relating to the exports, initiatives taken to increase exports: Not
6. Total foreign exchange used and earned:
(Rupees in Lacs)
|Total foreign exchange used
|Total foreign exchange earned