Dear Members,
Your Directors are pleased to present the Twenty Sixth Annual Report of Claris
Lifesciences Limited ("the Company") alongwith the Audited Standalone and
Consolidated Financial Statements and the Auditors' Report thereon for the financial year
ended on March 31, 2021.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company on Consolidated and Standalone basis are as
below:
|
|
|
|
(Rupees in Lacs) |
|
Consolidated |
Standalone |
| Particulars |
For the year ended on March 31, 2021 |
For the year ended on March 31, 2020 |
For the year ended on March 31, 2021 |
For the year ended on March 31, 2020 |
| Total Income |
4.13 |
45.92 |
4.13 |
45.92 |
| Profit/(loss) before Interest, Depreciation, Exceptional Items and Tax |
(27.25) |
(99.57) |
(27.25) |
(99.57) |
| Finance Costs |
0.04 |
0.22 |
0.04 |
0.22 |
| Profit / (Loss) before tax |
(27.30) |
(99.79) |
(27.30) |
(99.79) |
| Tax Expense / (Credit) |
- |
401.45 |
- |
401.45 |
| Profit/ (Loss) for the year |
(27.30) |
(501.24) |
(27.30) |
(501.24) |
| Other comprehensive income |
- |
- |
- |
- |
| Total comprehensive income or loss for the year |
(27.30) |
(501.24) |
(27.30) |
(501.24) |
| Balance brought forward from previous year |
(6,595.60) |
(6,094.36) |
(6,595.60) |
(6,094.36) |
| Balance available for Appropriation |
(6,622.90) |
(6,595.60) |
(6,622.90) |
(6,595.60) |
| Balance carried to Balance Sheet |
(6,622.90) |
(6,595.60) |
(6,622.90) |
(6,595.60) |
These financial statements have been prepared in accordance with the Indian Accounting
Standards (hereinafter referred to as the ‘Ind AS') as notified by Ministry of
Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of
the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules
issued thereafter.
RESULTS OF OPERATIONS AND STATE OF COMPANY AFFAIRS
During the financial year under review, the Company's consolidated total income stood
at Rs. 4.13 Lacs as against Rs. 45.92 Lacs in the previous year.
The company has incurred a consolidated loss of Rs. 27.29 Lacs for the year as compared
to consolidated loss of Rs. 501.24 Lacs in the previous year.
TRANSFER TO RESERVES / DIVIDEND
During the year under review there was no amount to be transferred to reserves. The
Company has not declared any dividend during the year under review.
SHARE CAPITAL
During the year under review, there is no change in the paid-up share capital of the
Company. Further, the paid-up share capital of the Company as on March 31, 2021 is Rs.
5,456.78 Lacs.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND
CHANGE IN NATURE OF THE BUSINESS
There have been no material changes and commitments affecting the financial position of
the Company during the year under review and between the end of the financial year and the
date of this Directors' Report. There is no change in nature of business of the Company
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits
from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made
thereunder.
SUBSIDIARIES AND ASSOCIATES
The Company has two foreign subsidiaries as on March 31, 2021
| Sr. No. Name of the Subsidiaries Foreign Subsidiaries |
Subsidiary |
| 1 Claris Lifesciences Venezuela C.A. |
Subsidiary |
| 2 PT. Claris Lifesciences Indonesia |
Subsidiary |
The consolidated financial statements of the Company have been duly audited by the
Auditors and are forming part of this Annual Report. Pursuant to first proviso to
sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 a
statement containing salient features of the financial statement of subsidiaries/associate
companies/joint ventures is attached to the Consolidated Financial Statements in
prescribed Form AOC-1. The statement also provides the details of performance and
financial position of each of subsidiaries/associate companies/joint ventures.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements and related information of the subsidiaries, where applicable, will be
available for inspection during working hours at the Company's registered office in
Ahmedabad, India, for a period of twenty-one days before the date of the Annual General
Meeting.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
In accordance with the requirements of the Companies Act, 2013 Mr. Aditya Handa
(DIN:00308513), Director of the Company, retire by rotation at the conclusion of this
Annual General Meeting and being eligible offer himself for re-appointment.
A brief resume of Mr. Aditya Handa the Director retiring by rotation and seeking
appointment/reappointment at the ensuing Annual General Meeting is as below:
Aditya Handa is the founder and managing director of Abellon group. Abellon is engaged
in finding sustainable development led solutions to India's most perilous problems, such
as climate change, waste management, energy security, food security and realizing untapped
human potential.
Abellon Clean Energy is India's leading company in the domain of waste to energy
focussed on utilizing waste such as municipal waste, agricultural waste and others in an
economically and environmentally optimal manner.
The group's activities have been recognized globally through several prestigious awards
such as the Ashden Award and the Zayed Future Energy Prize.
Aditya holds a management degree from Babson College, the world's leading school in the
area of entrepreneurship. He is passionate about promoting entrepreneurial drive among
people, and encouraging them to find creative solutions to the world's most complex
problems.
During the year under review, Mr. Arjun Handa, was re-appointed as Vice-Chairman and
Managing Director of the Company for a further period of three years w.e.f September 26,
2020.
During the year under review and upto the date of this report, Mr. Chandrasingh Purohit
is re-appointed as Whole Time Director & CFO of the Company for a further period of
three years w.e.f. July 3, 2021. A brief resume of Mr. Chandrasingh Purohit is given in
the Notice forming part of this Annual Report.
Mr. Arjun Handa, Vice – Chairman & Managing Director, Mr. Chandrasingh S.
Purohit, Whole Time Director & CFO and Mr. Kirit H. Kanjaria, Company Secretary &
Compliance Officer are the Key Managerial Personnel in terms of Section 203 of the
Companies Act, 2013 and rules made thereunder.
As on date of this Report, the Board of Directors of the Company comprised of Six
Directors, Mr. Arjun Handa as Vice - Chairman & Managing Director. The remaining five
Directors comprises of Mr. Surrinder Lal Kapur, Chairman who is a Non-Executive and
Independent Director, Mr. Chandrasingh Purohit, Whole Time Director & CFO, Mr.
Shyamsunder Sharma and Mr. Aditya Handa, as Non-Executive and Non-Independent Directors
and Dr. Anup P. Shah Non-Executive and Independent Director.
DECLARATIONS OF INDEPENDENT DIRECTORS
The Company has received declaration pursuant to Section 149(7) of the Companies Act,
2013 from each of its Non-Executive and Independent Directors to the effect that they meet
the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
These declarations have been placed before and noted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:
(a) In the preparation of the annual accounts for the financial year ended on March 31,
2021, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) They have 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 March 31, 2021 and
of the profit and loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 3 (three) meetings of the Board of Directors were held.
The interval between the Board Meetings was within the period prescribed under the
Companies Act, 2013 including relevant circulars and notifications in force.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee which has framed
Nomination and Remuneration Policy. The Nomination and Remuneration Policy inter alia
deals with the selection, appointment and remuneration of the Directors, Key Managerial
Personnel and other employees of the Company including criteria for determining
qualifications, positive attributes, independence and other matters as provided in Section
178(3) of the Companies Act, 2013.
The Nomination and Remuneration Policy pursuant to Section 178(4) of the Companies Act,
2013 is on the Company's website and the link thereto is
http://www.clarislifesciences.com/global/Financial/Nomination%20and%20Remuneration%20Policy%20-%20w.e.f%20March%2022,%202018.pdf.
We affirm that the remuneration to Director and other employees of the Company are as per
the terms laid out in the Nomination and Remuneration Policy.
BOARD EVALUATION
Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013, the
Nomination and Remuneration Committee / Board has carried out evaluation of the
performance of the Board, its Committees and individual Directors. A structured evaluation
feedback form was prepared after taking into consideration the inputs received from the
Directors, covering various aspects such as board composition, flow of board process,
information and functioning, establishment and determination of responsibilities of
Committees, and quality of relationship between the Board and the management. The
performance of Individual Directors and the Board Chairman was also carried out in terms
of attendance, contribution at the meetings, circulation of sufficient documents to the
Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the
Companies Act, 2013, the performance evaluation of the Independent Directors was carried
out by the entire Board of Directors of the Company, except the one being evaluated. The
Board of Directors expressed their satisfaction with the evaluation process.
BOARD COMMITTEES AND ITS COMPOSITION
The Company has five Committees of Board as on date of this report and the composition
of the Committees as on date of this report is as below: (a) Audit Committee: The Audit
Committee comprises of Mr. Chandrasingh S. Purohit, Chairman, Dr. Anup P. Shah, Member and
Mr. Surrinder Lal Kapur, Member of the Audit Committee. (b) Nomination and Remuneration
Committee: The Nomination and Remuneration Committee comprises of Mr. Aditya S. Handa,
Chairman, Dr. Anup P. Shah, Member and Mr. Surrinder Lal Kapur, Member of Nomination and
Remuneration Committee. (c) Stakeholders' Relationship Committee: The Stakeholders
Relationship Committee comprises of Mr. Surrinder Lal Kapur, Chairman, Mr. Arjun Handa,
Member and Mr. Chandrasingh S. Purohit, Member of Stakeholders' Relationship Committee.
(d) Corporate Social Responsibility Committee: The Corporate Social Responsibility
Committee comprises of Mr. Surrinder Lal Kapur, Chairman, Dr. Anup P. Shah, Member, Mr.
Arjun Handa, Member, Mr. Chandrasingh S. Purohit, Member and Mr. Shyamsunder Sharma,
Member of Corporate Social Responsibility Committee.
(e) Committee of Directors: The Committee of Directors comprises of Mr. Chandrasingh S.
Purohit, Chairman, Mr. Arjun Handa, Member and Mr. Shyamsunder Sharma, Member of Committee
of Directors.
STATUTORY AUDITORS
Pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and
rules made thereunder, M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad
(Firm Registration Number: 113742W), were appointed as a Statutory Auditors of the Company
at the Twenty Fifth Annual General Meeting held on September 21, 2020 for four years i.e.
Financial Year 2020-21 to Financial Year 2023-24 from conclusion of Twenty Fifth Annual
General Meeting till the conclusion of Twenty Nineth Annual General Meeting, accordingly
M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (Firm Registration
Number: 113742W), are appointed as Statutory Auditors of the Company for the financial
year ending on March 31, 2022. In terms of the provisions relating to statutory auditors
forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification
of appointment of Statutory Auditors at every Annual General Meeting is no more a legal
requirement. Accordingly, the Notice convening the ensuing Annual General Meeting does not
carry any resolution on ratification of appointment of Statutory Auditors.
The eligibility certificate pursuant to Section 141 of the Companies Act, 2013 and the
rules made thereunder is also received from the Statutory Auditors of the Company.
The Standalone and Consolidated Auditors' Report for the financial year ended on March
31, 2021 have been provided in "Financial Statements" forming part of this
Annual Report.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the
Company has appointed M/s. SPANJ & Associates, Company Secretaries as Secretarial
Auditor of the Company for the financial year ended on March 31, 2021. The Secretarial
Audit Report for the financial year ended on March 31, 2021 is attached as Annexure
– 1 to the Directors' Report and forming part of this Annual Report.
DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMER MADE
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their Auditors' Report or by the Company Secretary in practice in their
Secretarial Audit Report. The Company is not covered under the criteria of appointing cost
auditor; therefore, cost audit does not apply during the year under review. Further,
pursuant to Section 143(12) of Companies (Amendment) Act, 2015, the Auditors in the course
of performance of their duties have not reported any incident of fraud to the Audit
Committee of the Company or the Central Government during the year under review.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Companies Act, 2013 and rules made thereunder, the
extract of the Annual Return in the prescribed Form MGT – 9 is attached as Annexure
– 2 to the Directors' Report and forming part of this Annual report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013 and the rules made thereunder,
particulars of loans given, investments made or guarantees given or securities provided,
have been provided in "Financial Statements" forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements with related parties during the year under
review falling within the scope of Section 188(1) of the Companies Act, 2013, therefore
Form AOC – 2 is not applicable to the Company.
INTERNAL CONTROL SYSTEM
The Company has a reasonable internal control system, which ensures that all assets are
protected against loss from unauthorized use and all transactions are recorded and
reported correctly. The internal control systems are further supplemented by periodical
review by management.
RISK MANAGEMENT
The Company has a mechanism to develop a culture and capabilities of identifying,
assessing and mitigating risk at all levels and functions of the business by creating risk
awareness, which ultimately insures sustainability in the business and benefits the
stakeholders and customers. Based on the suggestions and advice of the Board Members,
necessary action is taken to mitigate potential risks of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted the Corporate Social Responsibility (CSR) committee in terms
of Section 135(1) of the Companies Act, 2013 and rules made thereunder and the composition
of CSR Committee is give under the Board Committees and its Composition to this Directors'
Report. The Board of Directors has adopted a CSR policy which inter alia contains
activities that can be undertaken by the Company for CSR. The CSR Policy is available on
the website of the Company and link thereto is
http://www.clarislifesciences.com/global/Financial/Final%20CSR%20Policy-14.02.17.pdf. The
Company is not required to undergo CSR expenditure as per the provisions of the Section
135(5) of the Companies Act, 2013.
INVESTOR EDUCATION PROTECTION FUND ("IEPF")
Pursuant to the applicable provision of the Companies Act, 2013 and rules made
thereunder, all unpaid and unclaimed dividend are required to be transferred by the
Company to the IEPF established by the Central Government, after the completion of 7
years. Further, according to the rules made under the Companies Act, 2013, the shares in
respect to which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account created by the
IEPF Authority. Accordingly, during the year under review the Company had transferred the
unpaid/unclaimed dividend to the IEPF account as under:
| Financial Year |
Amount transferred to IEPF with respect to amount in the
unpaid/unclaimed dividend accounts of companies (Amount in Rs.) |
| 2020-21 |
Rs. 98,246/- |
POLICY FOR PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Directors state that during the year under review, there were no complaints
reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
PARTICULARS OF EMPLOYEES
There are no employees employed throughout the financial year or employed for a part of
the financial year as required under Section 197 of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, the Conservation of Energy, Technology Absorption
and Research and Development are not applicable to the Company.
The Company used foreign exchange amounting to Rs. 5.76 Lacs and earned Nil foreign
exchange during the year ended March 31, 2021.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During the year under review, there were no significant and/or material orders passed
by any Court or Regulator or Tribunal, which may impact the going concern status or the
Company's operations in future.
ACKNOWLEDGMENTS
The Directors take this opportunity to thank all Investors, Clients, Vendors, Banks,
Government and Regulatory Authorities, and look forward to their continued support in the
future.
For and on Behalf of the Board of Directors CLARIS LIFESCIENCES LIMITED
| Arjun Handa |
Chandrasingh S. Purohit |
| Vice - Chairman & Managing Director |
Whole Time Director & CFO |
| (DIN: 00159413) |
(DIN: 00199651) |
| Place : Ahmedabad |
|
| Date : August 20, 2021 |
|
|