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DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
To
The Members,
The Directors of your Company are pleased to present the 33rd Annual Report of the Company for
the financial year 2018-19, along with the audited statement of accounts.
FINANCIAL RESULTS
During the year under review your company registered a Total Profit after Tax of Rs.
15,97,08,489.77 The summary of the operating results is as under: -
(Amount in Rs.)
DIVIDEND
Based on Company’s performance, the Directors are pleased to recommend for approval of the
members a final Dividend of Rs. 3/- per share for the Financial Year 2018-19.
RESERVES
Particulars 2018-2019
2017-2018
Total Revenue 211,54,25,569.17 207,08,96,975.15
Profit Before Depreciation and
Finance Cost
33,72,39,868.41 34,26,56,365.02
Less: Depreciation 8,72,89,683.36 9,30,28,725.00
Less: Finance Cost 1,24,83,446.60 81,45,626.29
Net Profit Before Tax 23,74,66,738.45 24,14,82,013.73
Tax Expenses:
-Current 5,13,26,000.00 5,19,01,000.00
-Deferred 2,52,24,761.00 -10,810.00
Net Profit After Tax 16,09,15,977.45 18,95,91,823.73
Taxes/ Provision for Earlier Years:
-Income Tax of Previous Years -5,31,08,487.68 -4,88,04,421.00
-Provision for Tax for Previous
Year
5,19,01,000.00 4,87,40,000.00
Profit for the Period 15,97,08,489.77 18,95,27,402.73
Earnings Per Share (in Rs.)
- Basic
- Diluted
70.64
70.64
83.83
83.83
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
The Board proposed to carry Rs. 15,97,08,489.77/- being the surplus to Reserves & Surplus
Account for the F.Y. 2018-19.
RESULT OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS
During the period under review, your Company generated revenue from operations of Rs. 209,
73,61,103.33/- and earned profit after tax Rs. 15,97,08,489.77/-.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the period under review there has been no change in the nature of business activities carried
out by the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
Your Company has not entered into any such material changes and commitments from the financial
year ending 2018-19 up to the date of this Directors’ Report which are affecting the financial
position of the Company.
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
During the year under review, M/s Transcontinental Healthcare Pvt. Ltd., Wholly owned
Subsidiary Company has been merged with your Company. The Company received the order of
Regional Director, Northern Region as on 22nd April, 2019 u/s 233(1) of Companies Act, 2013
regarding merger between Transcontinental Healthcare Private Limited (Transferor Company) with
Psychotropics India Limited (Transferee Company).
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company’s internal control systems are commensurate with the nature of its business and are
operating effectively for ensuring the orderly and efficient conduct of business, including adherence
to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation of
reliable financial information as required under the Act. These systems are routinely tested and
certified by Statutory Auditors and cover offices and key business areas.
EXTRACT OF ANNUAL RETURN (Annexure-I)
The extract of the annual return as provided under sub-section (3) of section 92 of the Companies
Act, 2013 is attached to this report as per Annexure-I.
WEBLINK OF ANNUAL RETURN
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
The Company is having website i.e. www.pilindia.in and annual report of the Company has been
published on such website. Link of the same is given below:
www.pilindia.in/
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on Financial year ended 31st March, 2019 your Company have a Subsidiary Company “M/s PIL
Pharmaceuticals Limited” and holding 77.88% Shares in that Company.
Apart from this, your Company has an Associate Company “M/s Psychotropics Leasing and
Finance Private Limited” holding 11.10% shares in the Company and having control on the
business decisions of “M/s Psychotropics Leasing and Finance Private Limited”.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES &
JOINT VENTURE
The Company has 1 subsidiary Company and 1 associate company.
In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated
Financial Statements of the Company and its subsidiary companies, which form part of the Annual
Report. Further, a statement containing the salient features of the financial statements of our
consolidated subsidiaries in the prescribed format AOC-1 is annexed as Annexure –II to the Board
Report. The statement also provides details of performance, financial position of each of the
subsidiaries.
The Board’s Report has been prepared based on “STAND ALONE FINANCIAL STATEMENT
OF THE COMPANY”.
FIXED DEPOSITS
Your Company has not accepted any deposits from public as envisaged under Sections 73 to 76 of
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.
SHARE CAPITAL
The Paid-up Equity share capital as on 31st March, 2019 was Rs. 3,50,00,000/- (Rupees Three
Crore Fifty Lakh Only). During the Financial year under review, the Company has not made any
changes in the capital of the Company.
Also, during the financial year under review the Company has neither issued any shares with
differential voting rights nor issued any sweat equity shares. Also, the Company has not offered
shares under employee stock option scheme during the financial year.
DIRECTORS
A) Changes in Directors and Key Managerial Personnel
In accordance with the requirements of the Companies Act, 2013 and pursuant to the provisions of
the Articles of Association of the Company at least two–thirds of the total number of Directors
shall be liable to retire by rotation. For this purpose, considering the composition of the Board of
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
Directors Ms. Amita Chawla, Director (DIN: 00287138) of the Company, is liable to retire by
rotation and being eligible, offers himself for re-appointment.
Ms. Kumud Mittal (Membership No. 21813) was appointed as Company Secretary of the Company
w.e.f. 1st October, 2018 u/s 203 of the Companies Act, 2013 and Rule 8A of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company as on March 31, 2019 are: Mr. Navdeep Chawla, Managing Director,
Mr. Siddharth Chawla, Whole Time Director and Ms. Kumud Mittal, Company Secretary.
B) Declaration by an Independent Director(s) and re-appointment, if any
The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of Companies Act, 2013
and the relevant rules.
SECRETARIAL AUDIT REPORT
During the period under review, secretarial audit is not applicable to the Company as the Company
does not fall under the criteria required for Secretarial Audit as per the provisions of Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to provide a safe and harassment free work environment. To ensure
this an Internal Complaints Committee (ICC) is in place in accordance with the requirements under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Committee has adopted a policy which aims for prevention of harassment of employees and
lays down the guidelines for identification, reporting and prevention of undesired behavior.
During the year under review, there was one case filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints
Committee (ICC) has taken proper actions after receiving the complaint dated 22nd March, 2019,
from aggrieved woman employee. ICC conducted its enquiry in the matter and took steps to settle
the matter between aggrieved woman and the respondents through a conciliation process. Both
parties had participated in the enquiry and both of them have been given full opportunity to produce
their defence. The complainant had been given full opportunity to present her grievance including
examining her witnesses. After hearing both the sides, ICC has come to the conclusion that
respondents are not guilty of any charge which may amount to sexual harassment at work place,
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
towards the complainant. The Committee has submitted its report to the Managing Director of the
Company as on 11th April, 2019.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifies major
risks which may threaten the existence of the Company. The same has also been adopted by your
Board and is also subject to its review from time to time.
NUMBER OF BOARD MEETINGS
During the year under review, Eighteen (18) meetings of the Board of Directors were held and the
gap between two meetings did not exceed four months. The Board meetings were convened on the
following dates:
16.04.2018, 30.06.2018, 20.07.2018, 31.07.2018, 14.08.2018, 25.08.2018, 03.09.2018, 19.09.2018,
20.09.2018, 01.10.2018, 12.10.2018, 22.11.2018, 25.11.2018, 17.12.2018, 24.12.2018, 23.01.2019,
16.02.2019, 08.03.2019
In respect of these meetings proper notices were given and the proceedings were properly recorded
and minute’s book is maintained for the purpose.
Constitution of Board and their Attendance
The Constitution of the Board of Directors, their attendance at the Board Meetings during the
financial year ending on 31st March, 2018 is as follows:-
Name of
Director
DIN Category No. of
Board Meetings
Attended during
the year
Sh. Navdeep Chawla 00286448 Managing director 18
Sh. Siddharth Chawla* 00286771 Director 18
Smt. Amita Chawla 00287138 Director 18
Sh. Sajan kumar Jain 00061401 Non-Executive &
Independent Director
8
Sh. Kishan Chand
Lakhani
00476229 Non-Executive &
Independent Director
5
Sh. Deepak Arora 00906766 Non-Executive &
Independent Director
7
* Re-designated as Whole Time Director on 1, October, 2018.
AUDIT COMMITTEE
The Audit Committee of the Company was constituted on 15th March, 2015, comprising of the
following Directors who have the requisite financial & accounting knowledge:-
1. Sh. Sajan Kumar Jain
2. Sh. Deepak Arora
3. Sh. Siddharth Chawla
Meetings
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
During the year under review, the meeting of the Audit Committee were held on 25th July, 2018
and 18th December, 2018.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee was constituted on 15th March, 2015, comprising of
the following Directors who have the requisite financial & human resource related knowledge:-
1. Sh. Sajan Kumar Jain
2. Sh. Deepak Arora
3. Sh. Siddharth Chawla
Meetings
During the year under review, the meeting of the Nomination & Remuneration Committee was held
on 25th September, 2018 and 10th February, 2019.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility (CSR) Committee was constituted on 21st December, 2014,
comprising of the following members of the Board of Directors of the Company as members of
CSR Committee:-
1 Sh. Navdeep Chawla - Managing Director
2 Sh. Siddharth Chawla - Director
3 Sh. Sajan Kumar Jain - Independent Director
The Committee recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company, which has been approved by the Board.
The key philosophy of all CSR initiatives of the Company is guided by three commitments of
Scale, Impact and Sustainability.
During the year under review, the Company has spent Rs. 44,46,200/- on CSR activities. The
disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached as per Annexure III.
Meetings
During the year under review, the meeting of the CSR Committee was held on 25th July, 2018 and
10th February, 2019.
ADOPTION OF WHISTLE BLOWER POLICY & ESTABLISHMENT VIGIL
MECHANISM
For better corporate governance and in compliance with Section 177 of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014; the Whistle
Blower Policy of the Company has been adopted by the Board.
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
No protected disclosure has been received during the year under review.
AUDITORS
A) Statutory Auditors
M/s. Satish Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company, retire
at the ensuing Annual General Meeting of the Company and have expressed their willingness for
reappointment as statutory auditors in accordance with the Companies Act, 2013 and confirmed
that their re-appointment, if made, will be within the prescribed limits under Section 141(3) of the
Companies Act, 2013 and they are not disqualified for such reappointment within the meaning of
Section 141 of the said Act.
B) Internal Auditor
M/S Ravindra Yadav & Associates, Chartered Accountants has resigned as Internal Auditors of the
company and M/s Chanana & Associates, Chartered Accountants has appointed as Internal
Auditors of the company to conduct the internal Audit of Company in a Fair and transparent
manner through Board resolution passed as on 6th May, 2019.
C) Cost Auditors
As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its
cost records conducted by a Cost Accountant in practice. I this connection, the Board of Directors
of the Company has on recommendation of the Audit Committee, approved the appointment of
M/s Gurvinder Chopra & Co. as the cost auditors of the Company for the year ending 31st March,
2019, at a remuneration mutually decided plus GST and out of pocket expenses.
AUDITORS’ REPORT
Auditors of the Company have not expressed any qualification in their report and notes to accounts
where ever given are self-explanatory. As per Auditor’s report, no fraud u/s 143(12) reported by the
Auditor.
BOARD’S COMMENT ON THE AUDITORS REPORT
The observation of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self explanatory and do not call for any further comment.
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY
THE CENTRAL GOVERNMENT UNDER SECTION 148(1) OF THE COMPANIES ACT,
2013
During the year under review, the Company is properly maintaining its Cost Records as specified
under Section 148 (1) of the Companies Act, 2013.
LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, guarantees and Investments have been disclosed in the financial
statements.
REMUNERATION POLICY
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
During the year under review, the Board of Directors of the Company has adopted a Remuneration
Policy for Directors, KMPs and other employees.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on arm’s length
basis. There were no materially significant related party transactions made by the Company with
promoters, Directors, key managerial personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
PARTICULARS OF EMPLOYEES
There is no employee drawing remuneration attracting the provisions of Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014.
1. CONSERVATION OF ENERGY:
a. Steps are taken to institutionalize process of identifying and understanding increase and
decrease in energy use by monitoring energy consumption trends to determine future
energy use when planning future changes in the business and diagnose specific areas of
wasted energy.
b. Significant reduction in energy consumption and cost of production of goods has been
observed by the implementation of above referred measures. Implementation of referred
measures have resulted in increased facility reliability as well as improved equipment
performance.
2. TECHNOLOGY ABSORPTION:
(A) Research and Development:
Since inception of the company and in pursuant of R&D endeavors the company is
regularly incurring expenditure on R&D on the following activities
- Development of New products and formulations of Pharmaceutical drugs
- Continuous improvement of existing products for enhanced sustainability, efficiency and
performance.
- Testing and adaptation of New Materials, Compounds and Ingredients.
- Environment compliance in by products and processes.
(B) Benefits:
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
Benefits derived as a result of R&D: Up gradation of the products to the new
requirements has been possible because of R & D done in the company on a continuous
basis.
(C) Future Plan of action:
Future R&D efforts will continue along similar lines, as present, but with more focus,
thrust and endeavours.
(D) Expenditure on R&D
The expenditure on R&D activities incurred during the year is given hereunder:
(Rs. In Lacs)
Capital Expenditure 19.11
Revenue Expenditure 192.26
Total R & D Expenditure 211.37
3. FOREIGN EXCHANGE EARNING AND OUTGO:
(Rs. In Lacs)
Foreign Exchange Earning 2176.35
Expenditure in Foreign Currency 427.46
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors
of the Company confirm the following: -
(a) that in the preparation of the annual accounts for the year ended 31st March 2018, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;
(b) 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 year and of the profit
and loss of the Company for that period;
(c) that 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) that the directors had prepared the annual accounts on a going concern basis;
(e) that 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; and
(f) that 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.
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
ACKNOWLEDGEMENT
The Directors of the Company wish to place on record their sincere appreciation for the efforts and
cooperation extended by all those associated with the Company.
For and on behalf of the Board of
Psychotropics India Limited
Place: Faridabad
Date: 27.09.2019
(Navdeep Chawla) (Siddharth Chawla)
Managing Director Whole Time Director
DIN : 00286448 DIN: 00286771
Add.: H. No. 216, Sec-15 Add.: H. No. 216,
Faridabad Sec-15, Faridabad
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
(Annexure-I)
EXTRACT OF ANNUAL RETURN
Form No. MGT-9
(As on the financial year ended on 31st March, 2019)
[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014
I. REGISTRATION AND OTHER DETAILS
i) CIN - U85194HR1996PLC071264
ii) Registration Date - 8th July,1980
iii) Name of the Company - Psychotropics India Limited
iv) Category/Sub-Category of - Company limited by Shares/
the Company Indian Non-Government Company
v) Address of the Regd. Office - Plot No.17, Sector-20A
And contact details Faridabad, Haryana-121001
Ph# 0129-2282691
Fax# 0129-2296764
E-mail: secretarial@pilindia.in
Mr. Navdeep Chawla
Managing Director
Ph# 0129-2282691, 2286324
Fax# 0129-2296764
vi) Whether Listed Company - No
vii) Name, Address and Contact - Link Intime India Private Limited
details of Registrar and Transfer Agent C-101, 247 Park, LBS Marg, Vikhroli (West)
Mumbai-400083
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company are: -
Sl. No. Name and Description of
main products/services
NIC Code of the
product/service
% to total turnover
of the company
1. Manufacturing And
Marketing Of Pharmaceutical
Formulations
210
99.14%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S.
No.
Name & Address of
the Company
CIN Holding/Subsidi
ary/
Associate
% of
shares
held
Applicable
Section
1. PIL Pharmaceuticals
Private Limited
Plot No. 17, Sector-
20A, Faridabad
U24233HR2007PLC072072 Subsidiary
Company
77.88% 2(87)
2. Psychotropics
Leasing And Finance
Private Limited
Plot No. 17, Sector-
20A, Faridabad
U74899HR1994PTC080943 Associate
Company
11.01% 2(6)
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total
Equity)
i) Category-wise Share holding
Category of
Shareholders
No. of Shares held at the beginning of
the year(01.04.2018)
No. of Shares held at the end of the
year(31.03.2019)
%
change
during
the
year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
A. Promoters
1. Indian
a) Individual/HUF 0 276587
276587
7.90 276587
0
276587
7.90 0.00
b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) Body Corporate 0 1509467
1509467
43.13 1509467
0
1509467
43.13 0.00
e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other
Directors &
their Relatives
0 1713946 1713946 48.97 1713946 0 1713946 48.97 0.00
Sub-Total (A) (1) 0 3500000 3500000 100 3500000 0 3500000 100 0.00
2. Foreign
a) NRIs-
Individuals
0 0 0 0.00 0 0 0 0.00 0.00
b) Other-
Individuals
0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies
Corporate
0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total
Shareholding of
Promoter (A) =
A(1) + A (2)
0 3500000 3500000 100 3500000 0 3500000 100 0.00
B. Public
Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
e) Venture Capital
funds
0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance
Companies
0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00
h) Foreign
Venture Capital
Funds
0 0 0 0.00 0 0 0 0.00 0.00
i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B) (1) 0 0 0 0.00 0 0 0 0.00 0.00
2. Non-
Institutions
a) Bodies
Corporate
i) Indian
ii) Overseas
0
0
0
0.00
0
0
0
0.00
0.00
b) Individuals
i) Individual
shareholders
holding
nominal share
capital upto
Rs.1 Lakh
ii) Individual
shareholders
holding nominal
share capital in
excess of Rs.1
Lakh
c) Others
Directors & their
relatives
NRIs
Clearing
Members
HUF
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0.00
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0
0.00
0.00
0.00
0.00
0.00
Sub-Total (B) (2) 0 0 0 0 0 0 0 0 0
Total Public
Shareholding (B) =
B(1) + B(2)
0 0 0 0 0 0 0 0 0
C. Shares held by
Custodian for
GDRs &
ADRs
0 0 0 0.00 0 0 0 0.00 0.00
Grand Total
(A+B+C)
0 3500000 3500000 100.00 3500000 0 3500000 100.00 0.00
ii. Shareholding of Promoters
Sl.
No.
Shareholder’s Name Shareholding at the beginning of the
year
Shareholding at the end of the
year
%
change
in
shareh
olding
during
No. of
Shares
% of Total
Shares of
the
Company
% of
shares
pledged/e
ncumbere
No. of
Shares
% of
Total
Shares of
the
% of
shares
pledged/
encumbe
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
d to total
shares
Compan
y
red to
total
shares
the
year
1. Siddharth Chawla 160294 4.58 0 160294 4.58 0 0
2. Amita Chawla 304635 8.70 0 304635 8.70 0 0
3. Navdeep Chawla 1152338 32.92 0 1152338 32.92 0 0
4. Geetika Chawla 96031 2.74 0 96031 2.74 0 0
5. Neha Chawla 648 0.02 0 648 0.02 0 0
6. Navdeep Chawla &
Sons (HUF) 276587 7.90
0
276587 7.90
0 0
7. Psychotropics Leasing
&
Finance (P) Ltd.
1509467 43.13 0 1509467 43.13 0 0
TOTAL 3500000 100 0.00 3500000 100 0.00 0
iii) Change in Promoters’ Shareholding – NIL
iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters, and
holders of GDRs & ADRs) - NIL
v) Shareholding of Directors and Key Managerial Personnel
Sl. No. Shareholder’s Name Shareholding at the
beginning of the year
Cumulative
Shareholding during the
year
1. Navdeep Chawla
(Managing director)
No. of
Shares
% of total
shares of
the
Company
No. of
Shares
% of total
shares of
the
Company
At the beginning of the year 1152338 32.92 1152338 32.92
Date wise Increase/Decrease
in shareholding during the
year specifying the reasons
for increase/decrease (e.g.
allotment/transfer/bonus/swe
at equity etc.)
Nil Nil - -
At the end of the year (or on
the date of separation, if
separated during the year)
1152338 32.92 1152338 32.92
Sl. No. Shareholder’s Name Shareholding at the
beginning of the year
Cumulative
Shareholding during the
year
2. Siddharth Chawla
(Whole Time Director)
No. of
Shares
% of total
shares of
the
Company
No. of
Shares
% of total
shares of
the
Company
At the beginning of the year 160294 4.58 160294 4.58
Date wise Increase/Decrease Nil Nil - -
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
in shareholding during the
year specifying the reasons
for increase/decrease (e.g.
allotment/transfer/bonus/swe
at equity etc.)
At the end of the year (or on
the date of separation, if
separated during the year)
160294 4.58 160294 4.58
Sl. No. Shareholder’s Name Shareholding at the
beginning of the year
Cumulative
Shareholding during the
year
3. Amita Chawla
(Director)
No. of
Shares
% of total
shares of
the
Company
No. of
Shares
% of total
shares of
the
Company
At the beginning of the year 304635
8.71 304635
8.71
Date wise Increase/Decrease
in shareholding during the
year specifying the reasons
for increase/decrease (e.g.
allotment/transfer/bonus/swe
at equity etc.)
Nil Nil - -
At the end of the year (or on
the date of separation, if
separated during the year)
304635
8.71 1617267 46.21
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for
payment
Secured Loans
excluding Deposits
Unsecured Loans Deposits Total
Indebtedness
Indebtedness at the
beginning of the
financial year
i. Principal Amount
ii. Interest due but
not paid
iii) Interest accrued
but not due
8,07,32,337.59
NIL
NIL
8,07,32,337.59
Total (I + ii + iii)
8,07,32,337.59
NIL
NIL
8,07,32,337.59
Change in
indebtedness during
the financial year
Addition
Reduction
13,30,77,972.19
NIL
NIL
13,30,77,972.19
Net Change 13,30,77,972.19 NIL 13,30,77,972.19
Indebtedness at the
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
end of the financial
year
iii. Principal Amount
iv. Interest due but
not paid
iv) Interest accrued
but not due
21,38,10,309.78
NIL
NIL
21,38,10,309.78
Total (i + ii + iii) 21,38,10,309.78
NIL NIL 21,38,10,309.78
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-Time Directors and/or Manager
(In Rs.)
Sl.
No.
Particulars of Remuneration Mr. Navdeep
Chawla
(Managing
Director)
Mr.
Siddharth
Chawla
(Whole Time
Director)
Total Amount
1. Gross Salary
a) Salary as per provisions
contained in section 17 (1) of
the Income Tax Act, 1961
b) Value of perquisites u/s 17 (2)
of the Income Tax Act, 1961
c) Profits in lieu of salary under
section 17(3) of the Income Tax
Act, 1961
Rs.
1,80,00,000/-
Rs. 96,00,000/- Rs. 2,76,00,000/-
2. Stock Option NIL NIL NIL
3. Sweat Equity NIL NIL NIL
4. Commission
- As % of Profit
- Others, specify
NIL NIL NIL
5. Others NIL NIL NIL
Total (A) NIL NIL Rs. 2,76,00,000/-
Ceiling as per the Act Special Resolution has been passed.
B. Remuneration to other Directors
(In Rs.)
Sl. No. Particulars of
Remuneration
Mr. Sajan
Kumar
Jain
Mr.
Kishan
Chand
Lakhani
Mr.
Deepak
Arora
Total
Amount
1. Independent Directors
Fees for attending
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
Board Meetings
Fees for attending
committee meetings
Commission
Others
NIL
NIL
NIL NIL
Total (1) NIL Nil Nil NIL
Sl.
No.
Particulars of
Remuneration
Total
Amount
2. Other Non-Executive
Directors
Fees for attending Board
Meetings
Fees for attending
committee meetings
Commission
Others
NIL
NIL
NIL
NIL
Total (2) NIL NIL NIL NIL
Total (B=1+2) NIL NIL NIL NIL
Total Managerial
Remuneration (A+B)
Rs.
2,76,00,000/-
Overall ceiling as per the
Act
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
(In Rs.)
Sl.
No.
Particulars of
Remuneration
Key Managerial Personnel
Company
Secretary
CFO Total
1. Gross Salary
d) Salary as per provisions
contained in section 17 (1)
of the Income Tax Act,
1961
e) Value of perquisites u/s 17
(2) of the Income Tax Act,
1961
f) Profits in lieu of salary
under section 17(3) of the
Income Tax Act, 1961
Rs. 1,92,786/-
N.A.
Rs. 1,92,786/-
2. Stock Option NIL NIL NIL
3. Sweat Equity NIL NIL NIL
4. Commission
- As % of Profit
- Others, specify
NIL
NIL
NIL
5. Others NIL NIL NIL
Total Rs. 1,92,786/- NIL Rs. 1,92,786/-
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
No penalties/punishment/compounding of offences were imposed against the company or its
directors or other officers in defaults, if any, for breach of any section of Companies Act, during the
Financial Year.
For and on behalf of the Board of
Psychotropics India Limited
Place: Faridabad
Date: 27.09.2019
(Navdeep Chawla) (Siddharth Chawla)
Managing Director Whole Time Director
DIN : 00286448 DIN: 00286771
Add.: H. No. 216, Sec-15 Add.: H. No. 216,
Faridabad Sec-15, Faridabad
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
Annexure –II
FORM NO. AOC.1
Statement containing salient features of the financial statement of
Subsidiaries/associate companies/joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs)
PIL PHARMACEUTICALS LIMITED
(SUBSIDIARY COMPANY)
1. Reporting period for the subsidiary
concerned, if different from the
holding company's reporting period
--
2. Reporting currency and Exchange rate
as on the last date of the relevant
financial year in the case of foreign
subsidiaries.
--
3. Share capital
Rs. 1,09,00,000/-
4. Reserves & surplus
Rs. 14,91,92,361.61
5. Total assets
Rs. 24,48,43,098.67/-
6. Total Liabilities
Rs. 24,48,43,098.67/-
7. Investments
--
8. Turnover
Rs.26,87,43,914.07
9. Profit before taxation
Rs. 1,18,80,657.49/-
10. Provision for taxation
Rs. 22,18,159.00/-
11. Proposed Dividend
Rs. 0.5/- per share
12. % of shareholding
77.88%
1. Names of subsidiaries which are yet to commence operations - NIL
2. Names of subsidiaries which have been liquidated or sold during the year – NIL [However, M/s Transcontinental Healthcare Pvt. Ltd.(Wholly owned Subsidiary Company) has been merged
with Psychotropics India Limited, during the year.]
DIERECTOR’S REPORT 2018-2019 PSYCHOTROPICS INDIA LIMITED
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures
PSYCHOTROPICS LEASING AND FINANCE PRIVATE LIMITED
(ASSOCIATE COMPANY)
1. Latest audited Balance Sheet Date 31.03.2019
2. Shares of Associate held by the
company on the year end
11.10%
No. 275617 Shares
Amount of Investment in Associates Rs. 15,00,000/-
3. Description of how there is significant
influence
Psychotropics India Limited is having
control over business decisions and both
Companies are having common
management.
1. Names of associates or joint ventures which are yet to commence operations. -Nil
2. Names of associates or joint ventures which have been liquidated or sold during the year.-NIL
For and on behalf of the Board of
Psychotropics India Limited
Place: Faridabad
Date: 27.09.2019
(Navdeep Chawla) (Siddharth Chawla)
Managing Director Whole Time Director
DIN : 00286448 DIN: 00286771
Add.: H. No. 216, Sec-15 Add.: H. No. 216,
Faridabad Sec-15, Faridabad
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