Samrat Pharmachem Limited.
The Directors are pleased to present the Twenty-Fourth Annual Report on the businessand operations of the company and the financial accounts for the year ended 31 March 2016.
|Particulars ||31 March 2016 ||31 March 2015 |
| ||Rs. ||Rs. |
|Turnover ||618551697 ||473944268 |
|Profit before tax (PBT) ||4487188 ||4790643 |
|Provision for tax ||-1488304 ||-950011 |
|Other tax adjustments ||-12000 ||-121813 |
|Net Deferred Tax Liability for current year ||26274 ||-558880 |
|Profit after tax (PAT) ||3013158 ||3159939 |
|Profit & Loss account || || |
|Opening Balance ||103650793 ||100490854 |
|Profit of the current year after tax ||3013158 ||3159939 |
|Balance carried forward to Balance Sheet ||106663951 ||103650793 |
Your com pany ha s performed reasonably well during the year. In a highly competitivebusin ess environment your Company achieved a turnover of Rs. 6185.51 Lakhs as againstRs. 4739.44 Lakhs achieved last year - an increase of around 30.51%. Production of 348.82tons of pharmaceutical chemicals was achieved during the year.
In order to conserve the resources yo ur Directors do not recommend paym ent ofDividend for the financial year ended 31st March 2016.
During the year 2015-2016 your compa ny's export division registered FOB sa les of Rs.1179.83 Lacs up from Rs. 855.38 Lacs last year. Your Company has initiated several exportpromotion measures to increase exports. The products of your Company have been wellaccepted in the international market and the Company expects better export turnover in thecoming years.
The equity shares of the Company ha ve been dematerialized by joining the depository'sviz. Nati onal Securities Depository Limited (NSDL) & Central Depository Services(India) Limited (CDSL). The ISIN (International Securities Identification Number) No.allotted to the Company is INE103E01016.
LISTING OF SHARES
The Com pany's shares are listed on the Bo mbay Stock Exchange Ltd Ahmedabad StockExchange Ltd and Vadodara Stock Exchange Ltd. It has paid the listing fees of all theexchanges for the period upto 31st March 2017 from whom the payment notices werereceived. Your Company has not been delisted on any of these exchanges for non-payment oflisting fees.
The assets of the company have been adequ ately in sured against all possible riskswith ICICI Lombard General Insurance Co Ltd & United India Insurance Co. Ltd.
Your com pany's website address is www.samratpharmachem.com . The performance of theCompany is regularly updated and made available on this website. The website providesother vital information about the Company.
SAFETY HEALTH & ENVIRONMENT (SHE) POLICY
As a responsible corporate citizen the Compan y is fully aware of its responsib ilities for protection of the environment and to provide its employees a safe and hazardfree work place. The Company has adopted a Safety Health & Environment Policy thatapplies to all employees and activities. The work culture encourages total involvement andcommitment of the employees to the SHE Policy.
Some of the activities carried out during the year are as follows .
Providing necessary equipme nt and apparatus required for the safe operation ofthe manufacturing activities
Observing the rules and regulations with regard to safety & precaution
Consulting emergency control management team to monitor the safety of the plant
Conducting regular safety audit
Encouraging the workforce to use protective equipment's and maintain cleanN ness
Conducting seminars to impart knowledge to employees on safe operations
Organizing safety week to create safety awareness
Conducting medical health check-up for all the employees of t he Company periodical ly Conducting lecture meetings for providing guidance and counseling on mattersof health diet and exercise
Conducting seminars to impart knowledge on meditation yoga and anti-stresstherapy Environment:
Ensuring smooth functioning of the effluent treatment plant with respect to airwater and solid waste.
Updating the ETP plant to make it more nature friendly
Proper monitoring of the pollution levels in and around the plants
Planting trees in and around the factory
Complying with the prescribed norms of pollution control
As on 31st March 2016 the total numbers of employees on the payro ll of thecompan y were 29. Ind ustrial relations with employees at various levels continue to becordial.
DIRECTO RS & KEY MANAGERIAL PE RSONNEL
In pursuance to the provisions of the Companies Act 2013 and Articles of Associatio nof the company Mr. Rajesh Mehta Director retires by rotation and being eligible hasoffered himself for re-appointment.
During the year Mr. Megh Mehta was appointed as an Additional Director effective fromOctober 12015 to hold office up to the date of next Annual General Meeting of thecompany. It is proposed to appoint him as a Director retiring by rotation.
The company has received declaration from all the independent directors confirming thatthey meet the criteria of independence as prescribed under section 149(6) of the CompaniesAct 2013.
The company has devised a policy for the performance evaluation of independentdirectors Board committees and other individual directors which include criteria forperformance evaluation of non-executive directors and executive directors. The manner inwhich the evaluation is carried out has been explained in the Corporate Governance Report.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
Your company has no subsidiaries joint ventures or any associate companies during theyear.
MEETING OF THE BOARD
During the year under review seven (7) Board Meetings were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013. Forfurther details please refer to the Corporate Governance Report attached to this AnnualReport.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of the 3 Directors namely Mr.Samir Kothary (Chairman) and Mr. Mahendra Pipalia and Ms. Renu Dharod as other members ofthe committee.
This committee recommends and reviews the appointment and remuneration of Directors. Ithas adopted a policy which deals with the appointment and remuneration of directors andkey managerial personnel. The adopted policy decides about the manner of selection ofexecutive directors key managerial personnel and independent directors. The policy alsodecides about the criteria to be followed for recommending the remuneration of directorsand key managerial personnel.
The Board of Directors have carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provision of Act and theCorporate Governance requirement as prescribed by Securities and Exchange Board of India(SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations"). The performance of Board was evaluated by the Board ofDirectors after seeking inputs from all directors on the basis of criteria such as BoardComposition & Structure Effectiveness of Board Process Information and functioningetc.
In separate meeting of Independent directors' performance of Non-Independent Directorsperformance of the Board as whole and performance of Chairman was evaluated taking intoaccount the views of executive directors and nonexecutive directors.
We seek to promote and follow the highest level of ethical standards in all ou rbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite (www.samratpharmachem.com ). These policies are reviewed periodically by the Boardand updated based on need and new compliance requirement.
Policies adopted b y the Company:
|Name of the policy ||Web link |
|Archival Policy ||http://www.samratpharmachem.com/archival-policy/ |
|Appointment of Independent Directors Policy ||http://www.samratpharmachem.com/independent-director- terms-and-conditions-of-appointment/ |
|Related Party Transactions & its Materiality Policy ||http://www.samratpharmachem.com/policy-on-related-party- transactions-and-its-materiality/ |
|Whistleblower Policy ||http://www.samratpharmachem.com/whistleblower-policy/ |
|Materiality of Events Policy ||http://www.samratpharmachem.com/policies/materiality-of- events-policy/ |
|Preservation of Documents Policy ||http://www.samratpharmachem.com/policy-on-preservation- of-documents/ |
|Insider Trading Policy ||http://www.samratpharmachem.com/insider-trading- policy/ |
|Quality Policy ||http://www.samratpharmachem.com/quality-policy-2/ |
|SHE Policy ||http://www.samratpharmachem.com/policies/she-policy/ |
|Corporate Social Policy ||http://www.samratpharmachem.com/policies/corporate-social- policy/ |
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:
| || || || || ||(Rs. lakh) |
|Sr. No. ||Name & Designation ||Remuneration Paid FY 2015-16 ||Remuneration Paid FY 2014-15 ||Increase in remuneration from previous year ||Ratio/Times per Median of employee remuneration |
|1 ||Mr. Lalit Mehta CMD ||1500000 ||1500000 ||0 ||11.63 |
|2 ||Mr. Rajesh Mehta ED ||1440000 ||1440000 ||0 ||11.17 |
|3 ||Mr. Megh Mehta ED ||210000 ||0 ||210000 ||3.26 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sectio n 134(5) of the Companies Act 2013 the Bo ard of D irectorsreport that: -
1. That the preparation of accounts for t he Fina ncial Year ended 31st March 20 16the applicable accounting standards read with requirements set out under Schedule III ofthe Act have been followed along-with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the FinancialYear and the Profit or Loss of the Company for the year on that date;
3. That the Directors have take n proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. That the Directors' have prepared the accou nts for the financial yea r ended 31stMarch 2016 on a going concern basis.
5. That the Directors have laid d own internal fi nancial control to be fol lowed bythe company and that such internal financial controls are adequate and are operatingeffectively; and
6. That the Directors have devised proper systems to ensure compliance with t heprovisions of all applicable laws and that such system are adequate and operatingeffectively
Based on the framework of internal financial controls and co mpliance systems established and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by the managementand the relevant board committees including the audit committee the board is of theopinion that the company's internal financial controls were adequate and effective duringthe financial year 2015-16.
MANAGE MENT D ISCUSSION & ANALYSIS REPORT
As required under regulation 34 of SEB I (Listin g Oblig ations and DisclosuresRequirements) Regulati ons 2015 the Management Discussion and Analysis Report isenclosed as a part of this report.
CORPORATE GOVERNANCE & SHAR EHOLDERS INFORMATION
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequ irements) Regulations 2015 ("SEBI Listing Regulations") the Company hasexecuted fresh Listing Agreements with the Stock Exchanges. The Company is in compliancewith the requirements stipulated under Clause 49 of the Listing Agreements and regulation17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation46 of SEBI Listing Regulations as applicable with regard to corporate governance. Areport on Corporate Governance is included as a part of this Annual Report.
SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
During the year under review there were no cases reported pursu ant to the Sexu alHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Audit committee comprises 3 Directors namely Mr. Mahendra Pipalia (Chairman) Mr.Samir Kothary (Member) & Ms. Renu Dharod (Member). All the recommendations made by theAudit Committee was accepted by the Board.
M/s. Shah Shah & Shah Chartered Accountan ts who are the Statuto ry Auditors ofthe Company hold office till the conclusion of the forthcoming AGM and are eligible forre-appointment. Pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Rules framed thereunder it is proposed to appoint M/s. Shah Shah & Shah asstatutory auditors of the Company from the conclusion of the forthcoming AGM till theconclusion of the Twenty-Fifth AGM to be held in the year 2017 subject to ratification oftheir appointment at every AGM.
The report of audit ors is self-explanatory and do not req uire any further elucidation.
Pursuant to provisions of Section 204 of the Companies Act 2013 and The C ompani es(Ap pointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. A. A. Mulla & Associates a firm of company Secretaries in practice toundertake the Secretarial Audit of the Company for the financial year 2015-16. TheSecretarial Audit Report submitted by the Secretarial Auditor is enclosed herewith as apart of this report and shown as Annexure I.
RELATED PARTY TRANSACTION / DISCLOSURE
There are no related party transactions made by the company during the year. AOC 2report is attached to this report as Annexure II.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual report is given inthe Annexure III in the prescribed Form MGT-9 which forms part of this report.
LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
Under the provisio n of Section 197(12) of the Companies Act 2013 read with Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) 1956read with Companies (Particulars of Employees) Rules 2014 the particulars of theemployees as required to be mentioned in the Annual Report is not applicable to thecompany.
SHARES ISSUED UNDER EMPLOYEE STOCK OPTION SCHEME (ESOS)
No shares have been issued to the empl oyees under Employee Stock Option Scheme (ESOS)during the year. PUBLIC DEPOSITS
The Company has not invited and accepted deposits from the public during the financialyear ended 31st March 2016.
DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE EARNING & OUTGO
The particulars rei ating to conservation of energy technology absorpt ion fore ignexchange e arnings and outgo as required to be disclosed pursuant to the provisions ofSection 134 of the Act read with Rule 8 of the Companies (Accounts Rules) 2014 is givenhereunder.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Com pany continues to explore & implement measures that will hel p inconservation and saving of energy. Measures taken & benefits derived are as follows:
Hot water coming from steam traps is recycled & used as boiler feed water.
Using economizer effectively to pre-heat boiler feed water.
Timely & routine preventive maintenance of boiler.
Improvement in unit operations leading to reduction in processing time inreactor centrifuge drier & other equipment's to minimize use of electricity.
Hot water coming from steam traps is recycled & used as boiler feed water.
The management has focused on productivity and quality improvement in order to optimizemanufacturing costs. This has helped in achieving optimum manufacturing costs improvedquality of products and consequently enhanced customer satisfaction. The company usesindigenous technology.
FOREIGN EXCHANGE EARNINGS AND OUTGO
|Foreign exchange earned ||Rs. 117983540 |
|F.O.B. Value of export of finished goods || |
|(Previous year Rs. 85538479) || |
|Foreign exchange used ||Rs. 421103332 |
|Import of raw materials || |
|(Previous year Rs. 315936028) || |
The Directors wis h to place on record their appreciation towards all associatesincluding customers suppliers financial institutions bankers employees consultantsshareholders and to all those who have extended their committed support to the progress ofthe Company.
| ||By order of the Board of Directors |
| ||For Samrat Pharmachem Limited |
|Place : Mumbai || |
|Date : 30 May 2016 || |
| ||Lalit Mehta |
| ||Chairman & Managing Director |
| ||DIN : 00216681 |