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Mangalam Drugs and Organics Ltd.

BSE: 532637 Sector: Health care
NSE: MANGALAM ISIN Code: INE584F01014
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OPEN 35.95
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VOLUME 5305
52-Week high 76.50
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Buy Price 35.95
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Sell Price 35.00
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OPEN 35.95
CLOSE 34.25
VOLUME 5305
52-Week high 76.50
52-Week low 25.00
P/E
Mkt Cap.(Rs cr) 57
Buy Price 35.95
Buy Qty 2746.00
Sell Price 35.00
Sell Qty 178.00

Mangalam Drugs and Organics Ltd. (MANGALAM) - Director Report

Company director report

To

The Members of

Mangalam Drugs & Organics Ltd

The Directors have pleasure in presenting to you their Forty-Sixth Annual Reporttogether with Company's Audited Financial Statements For the Accounting year ended March312019.

FINANCIAL RESULTS

(Rs. In Lacs)
Particulars 2018-2019 2017-2018
Revenue from operations 22757.97 27937.96
Other Income 31.68 82.70
Profit before Finance ExpensesDepreciation & Amortizations 999.79 4769.54
Less: Depreciation & Amortizations 708.85 656.82
Finance Expenses 864.65 1178
Profit / (Loss) before tax (573.71) 2934.72
Profit / (Loss) after tax (803.09) 1988.96
Total Comprehensive Income 1.69 36.32
Earnings Per Share (in Rs.) (Basic ) (5.07) 12.57

TRANSFER TO RESERVES AND DIVIDEND

In view of the loss incurred in the financial year ended March 31 2019 no amount istransferred to General Reserve and the Directors do not recommend any dividend on equityshares for the year ended March 312019 (Interim dividend at the rate of 5% was declaredfor FY 2017-18).

STATE OF COMPANY AFFAIRS

During the year under review the production of Tenofovir Disoproxil Fumarate an antiretroviral is 36.02 MTs as compared to 14.60 MTs in the previous year. On similar line thetotal production volume of all the products during the year is 552.89 MTs as against770.37 MTs in the previous year.

The Company's revenue from operations during the year decreased to Rs. 22757.97 Lacs(previous year Rs. 27937.96 Lacs). The Company has achieved export turnover of Rs. 4232.75Lacs (previous year Rs. 5881.92 Lacs). The main reason for decrease in revenue fromoperations is delay in tenders by WHO for anti malarial segments relentless increase inthe cost of raw material energy cost and substantial increase in the fixed cost likesalary and wages and the rupee depreciated more than 10% vis-a-vis the dollar making ourimports costlier which hit our bottom line.

FUTURE OUTLOOK

The Company got approval from Korean Drug Authority and has added 4 new generics inlast 12 months alongside the preparedness to register their Drugs Master Files (DMF). Overthe same period the market forces have also added multiple challenges for us to conquer.Catastrophic recent accidents in chemical factories in china and their cascading effectshave created pricing pressures. Few disturbances at the apex in the global supply chainwhich facilitates antimalarials and antivirals to reach the patients have affected theCompany last year to a large extent. Nevertheless it is expected the scenario to brightenup.

Currently the Company have four Active Pharmaceutical Ingredient (API) - DMFs namelyTafenoquine Tenofovir alafenamide Dolutegravir TDO and Bictegravir which strengthensCompany's API portfolio. Tafenoquine is recent generic antimalarials approved in the year2018 in USA where only one dose is adequate to avoid having relapse of malaria.Dolutegravir is anticipated to replace Efavirez in the frontline cocktail therapy (TEE)for HIV. There is no doubt that with the existing strong API portfolio and a with the DMF-registration pipeline where it is expected to introduce atleast one API every 5thyear over next 15 years the Company will be able to maintain a significant presenceglobally.

CORPORATE GOVERNANCE

Corporate Governance refers to a set of systems procedures and practices which ensurethat the company is managed in the best interest of all corporate stakeholders i.e.shareholders employees suppliers customers and society in general. Fundamentals ofCorporate Governance include transparency accountability and independence etc.

As per Regulation 34 read with schedule V of the Listing Regulations a separate Reporton Corporate Governance forms part of the Annual Report. The report on CorporateGovernance also contains certain disclosures required under the Companies Act 2013. Acertificate from the Statutory Auditors of the Company regarding compliance of conditionsof Corporate Governance as stipulated in Schedule V of the Listing Regulations forms apart of this Report.

DEPOSIT

The Company has neither accepted nor renewed any deposits from the public fallingwithin the purview of Section 73 of the Companies Act (hereafter referred to as “theAct”) read with the Companies (Acceptance of Deposits) Rules 2014 and as such noamount on account of principal or interest on public deposits was outstanding as on dateof the balance sheet.

LOAN FROM MANAGING DIRECTOR

The Company has borrowed a sum of Rs. 5000000/- (Rupees Fifty Lacs only) at the 14%p.a. interest rate from Shri Govardhan M. Dhoot - Chairman & Managing Director of theCompany towards unsecured loan. Further Shri Govardhan M. Dhoot - Chairman & ManagingDirector have furnished the declaration to the effect that the amount extended by him tothe Company has been given out of his own funds and is not being given out of the fundsacquired by him by borrowing or accepting loans & deposits from others.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in theFinancial Statements.

RISK MANAGEMENT

A separate section on probable risks and their management is provided in Management andDiscussion Analysis (MD&A) Report. The Company has in place a Policy on RiskManagement for systematic approach to control risks.

Risks are classified in different categories such as Financial Operational Legal andStrategic risks. These risks are reviewed from time to time and controls are put in placewith specific responsibility of the concerned officers of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUECY

As mandated by the Companies Act 2013 the Company has implemented an InternalFinancial Controls (IFC) framework and has also laid down specific responsibilities on theBoard Audit Committee Independent Directors and Statutory / Internal Auditors to reviewand strengthen the internal controls. The Board reviews the effectiveness of internalcontrols documented as part of IFC framework and take necessary corrective actions whereweaknesses are identified as a result of such reviews.

No significant events had come to notice during the year under review that havematerially affected or are reasonably likely to materially affect IFC. Considering thebusiness operations of the Company the Management believes that the IFC and otherfinancial reporting were effective and adequate during the year under review.

The Statutory Auditor's of the Company has reviewed the IFC over Financial Reportingand their Audit Report is annexed as Annexure B to the Independent Auditor's Report underStandalone Financial Statements.

PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

A statement containing the necessary information for conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) ofthe Act read with rule 8 of Companies (Accounts) Rules 2014 is annexed to this report asAnnexure B.

PARTICULARS OF EMPLOYEES & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended names and other particulars of the top ten employees in terms ofremuneration drawn and the name of every employee who is in receipt of such remunerationstipulated in said Rules are required to be set out in a statement to this report.Further the Report and the Financial Statement are being sent to the shareholdersexcluding the aforesaid statement. In term of Section 136 of the Act the said statementis open for inspection at the Registered Office of the Company. Any shareholder interestedin obtaining a copy of the same may write to the Company Secretary at the RegisteredOffice. Further there are no employees drawing remuneration of Rs. 850000/- (RupeesEight lacs fifty thousand) per month or Rs. 10200000/- (Rupees One crore two lacs) andabove per annum during the year under review.

The details of the remuneration drawn by the Managing Director Whole Time Director andsitting fees paid to Independent Directors / Non-Executive Directors are stated in theCorporate Governance Report. The information required under Section 197 of the Act readwith rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company and the percentage increase in remuneration of each directorchief executive officer chief financial officer company secretary in the financial year201819:

Name of the Director/KMP Designation Ratio to Median Remuneration % increase in remuneration in the financial year
Shri Govardhan M. Dhoot Chairman & Managing Director 7.01 Nil
Shri Brijmohan M. Dhoot* Executive Director 2.10 Not Applicable
Shri Subhash C. Khattar Independent Director Not Applicable Not Applicable
Ms. Anuradha Sukhani@ Independent Director Not Applicable Not Applicable
Shri Ajay R. Dhoot Non - Executive Director Not Applicable Not Applicable
Name of the Director/KMP Designation Ratio to Median Remuneration % increase in remuneration in the financial year
Shri Aditya R. Dhoot Independent Director Not Applicable Not Applicable
Shri Ajay B. Sawhney Independent Director Not Applicable Not Applicable
Shri Rukmesh P. Dhandhania Independent Director Not Applicable Not Applicable
Mrs. Nidhi S. Mundada @ Independent Director Not Applicable Not Applicable
Mr. Ajay Samant Chief Financial Officer Not Applicable 12%
Ms. Nikita Bavishi Company Secretary Not Applicable 12%

The Non-executive & Independent Directors of the Company are paid only‘Sitting fees' for attending the Meetings of the Board & the Committee meetinghence the required details are not applicable.

* Shri Brijmohan M. Dhoot - Non-Executive Director was designated as an ExecutiveDirector w.e.f. August 14 2018.

@ Ms. Anuradha Sukhani resigned w.e.f. May 212018 and Mrs. Nidhi S. Mundada appointedw.e.f. May 28 2018.

b. The percentage increase in the median remuneration of employees in the financialyear:

Median remuneration is increased by 6.39%.

c. The number of permanent employees on the rolls of Company: 379

d. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average annual increase in salaries of employees was around 15.80% in the financialyear.

This is based on Remuneration policy of the Company that rewards people differentiallybased on their skills experience and contribution to the success of the Company and alsoensures that external market competitiveness and internal relativities are taken care of.

There is no change / increase in managerial remuneration in financial year 2018-19.

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

The Board of Directors of the Company is led by the Executive Chairman and comprises ofseven other Directors as on March 312019 including four Independent Directors whichincludes one Woman Director as required under Section 149 (1) of the Companies Act 2013one Executive Director and two Non-Executive Directors (other than Independent Directors).The composition of the Board is in conformity with the provisions of the Act andRegulation 17 of the Listing Regulations.

All the Independent Directors of the Company have furnished declarations that they meetthe criteria of independence as prescribed under the Act and under Listing Regulations.

At the 45th Annual General Meeting of the Company held on September 252018 the members approved the appointment / re-appointment / regularization of followingDirectors-

1. Re-appointment of Shri Govardhan M. Dhoot (DIN 01240086) who had retired byrotation.

2. Change in designation of Shri. Brijmohan M. Dhoot (DIN: 01046420) from Non-ExecutiveDirector to Executive Director of the Company.

3. Re-appointment of Shri Subhash C. Khattar (DIN: 01122941) as Independent Director ofthe Company for second term of 5 years who has attained the age of 75 years.

4. Regularization of Shri Ajay R. Dhoot (DIN: 00210424) Shri Aditya R. Dhoot (DIN:00057224) Shri Ajay B. Sawhney (DIN: 05132739) and Shri Rukmesh P. Dhandhania (DIN:02493968) who were appointed as an additional Directors of Company on November 20 2017.

5. Regularization of Mrs. Nidhi S. Mundada (DIN: 08134952) who was appointed as anadditional Independent Director of the Company on May 28 2018.

Appointment

Shri Brijmohan M. Dhoot - Executive Director (DIN: 01046420) retires by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointmentin accordance with provisions of the Companies Act 2013.

The term of Shri Govardhan M. Dhoot (DIN: 01240086) as the Chairman & ManagingDirector expires on October 312019. The Board of Directors subject to the approval ofmembers being obtained in this (46th) Annual General Meeting re-appointed ShriGovardhan M. Dhoot as the Chairman & Managing Director for a term of 5 years in theBoard Meeting held on July 26 2019.

The Board of Directors in their meeting held on July 8 2019 subject to the approvalof members being obtained in this Annual General Meeting appointed Shri Prashant J.Pandit (DIN 03079878) as an Additional Non - Executive Independent Director.

The Company has incorporated appropriate resolution(s) for re-appointment of ShriBrijmohan M. Dhoot as a Executive Director who retires by rotation at ensuing AnnualGeneral Meeting and being eligible offered himself for re-appointment regularizeappointment of Shri Prashant J. Pandit as an Non - Executive Independent Director fromJuly 8 2019 till July 7 2024 and re-appointment of Shri Govardhan M. Dhoot as theChairman & Managing Director from November 12019 to October 312024 as detailed inthe Notice convening ensuing Annual General Meeting and Explanatory Statement annexedthereto for consideration of members.

Cessation

Shri Ajay B. Sawhney - Independent Director of the Company has resigned as a Directorof the Company w.e.f. the closure of business hours on April 16 2019 due to personalreasons.

The Board placed on record its deep appreciation for the guidance & supportprovided by him for the overall growth of the Company during his association with theCompany.

Meetings of Board of Directors

During the year 5 meetings of the Board of Directors were convened and held on April26 2018 May 28 2018 August 14 2018 November 14 2018 and February 11 2019. Theintervening gap between two consecutive meetings was not more than one hundred and twentydays. Detailed information on the meetings of the Board of Directors is included in theCorporate Governance Report.

Committees of the Board

In Compliance with the requirements of applicable laws and as a part of best governancepractices the Company has following 4 (Four) Committees of the Board as on March 312019:

(i) Audit Committee (AC);

(ii) Nomination and Remuneration Committee (NRC);

(iii) Stakeholders' Relationship Committee (SRC);

(iv) Corporate Social Responsibility Committee (CSRC).

During the year under review the Board re-constituted the NRC SRC and CSRC inaccordance with the Act and the Listing Regulations. Details with respect to theCommittees are included in the Corporate Governance Report.

Board Evaluation

The Board had carried out the annual evaluation of its own performance BoardCommittees and Individual Directors pursuant to the provisions of the Act read with rulesframed thereunder and corporate governance requirements as prescribed under the ListingRegulations. Further Independent Directors at their separate meeting evaluated theperformance of the Non-Independent Directors Board as a whole and of the Chairman of theBoard. The result of the evaluation is satisfactory and meets the requirement of theCompany.

Familiarization Programme

The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying them in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarize with theCompany's procedures and practices. The Independent Directors also met with seniormanagement team of the Company in informal gatherings.

The details of familiarization programme imparted to independent directors areavailable on the Company's website linkhttp://www.mangalamdrugs.com/images/pdf/familiarization-program-details.pdf.

Key Managerial Personnel

Currently Shri Govardhan M. Dhoot - Chairman & Managing Director Mr. Ajay Samant- Chief Financial Officer and Ms. Geeta G. Karira - Company Secretary & ComplianceOfficer are the Key Managerial Personnel of the Company. There was no change in the KeyManagerial Personnel during the year under review.

Subsequent to closing of financial year Ms. Nikita Bavishi resigned as CompanySecretary and Compliance Officer of the Company w.e.f. closure of business hours of July8 2019 and Ms. Geeta G. Karira was appointed as Company Secretary and Compliance Officerof the Company w.e.f. July 9 2019.

REMUNERATION POLICY

The remuneration policy takes into account the circumstance of business so as toattract and retain quality talent and leverage performance significantly. Remuneration ofExecutive Directors is determined by the Board on the recommendation of the Nomination& Remuneration Committee which is subject to the approval of the Shareholders.

Non-Executive Directors are also entitled to sitting fees for attending meetings of theBoard and Committees thereof the quantum of which is determined by the Board. The sittingfees payable to Non-Executive Directors as determined by the Board is Rs. 2000 for eachmeeting of the Board Audit Committee Nomination & Remuneration CommitteeStakeholders Relationship Committee Corporate Social Responsibility Committee andIndependent Directors meeting.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy thereby establishing a vigilmechanism to report genuine concerns and grievances if any. The Policy provides foradequate safeguarding to the person who avail the mechanism and no personnel were deniedaccess to the Audit Committee.

The said Policy has been placed on the website of the Companyhttp://www.mangalamdrugs.com/images/pdf/whistle-blower-policv.pdf and the details of thePolicy are given in the Corporate Governance Report.

AUDIT COMMITTEE

The details in respect with composition of Audit Committee are included in theCorporate Governance Report which forms part of the Annual Report. PREVENTION OF SEXUALHARASSMENT POLICY

At MANGALAM all employees are treated equally. There is no discrimination betweenindividuals at any point on the basis of race cast color gender religion politicalopinion national extraction social origin sexual orientation or age etc.

The Company has in place 'Prevention of Sexual Harassment Policy' (POSH). The Policy ofthe Company is in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. All employees (permanentcontractual temporary and trainees) are covered under this Policy. An Internal ComplaintsCommittee (ICC) is also in place to redress complaints received regarding sexualharassment.

The Company has not received any complaints / cases during the year 2018-19 in terms ofthe said Act and Rules made thereunder.

CORPORTE SOCIAL RESONSIBILITY

The Company believes in the well being of the society at large. As a part of CorporateSocial Responsibility (CSR) the Company made focused efforts in the fields of HealthcarePromoting Education and Eradicating Hunger & Malnutrition. The Company has in place aCSR Committee and also framed a CSR Policy in line with the provisions of the Act.

The Composition of the CSR Committee is as under:

Name of the Director Designation
Shri Ajay R. Dhoot - Non Executive Director Chairman
Shri Govardhan M. Dhoot - Managing Director Member
Shri Subhash C. Khattar - Independent Director Member

The core objective under CSR Policy is to actively contribute to the social andeconomic development of the communities in which we operate. As per the Policy CSRactivities are focused not just around the plants and offices of the Company but also inother geographies based on the needs of the communities. The CSR Policy of the Company isavailable on the website of the Company http://www.mangalamdrugs.com/investors.html.

The annual report on CSR activities as required to be made in the Board's Report as perRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is attachedherewith as Annexure-C.

The Company's CSR initiatives are on the focus areas approved by the Board benefittingthe community. However the Company has just embarked on the journey of ascertained CSRprograms. For this reason during the financial year 2018-19 the Company's spend on theCSR activities has been less than the limits prescribed under the Act. The CSR activitiesare scalable with few new initiatives that may be considered in future and moving forwardthe Company will endeavor to spend the complete amount on CSR activities in accordancewith the statutory requirements. Due to lack of good opportunities the Company has notspent two percent of the average net profit of the last 3 years for CSR activities asrequired under the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review the Company has received show cause notice on August 132018 regarding violation of provisions of Regulation 13(6) of Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 & Section 21 ofSecurities Contracts (Regulation) Act1956 (“SCRA”) read with Clause 35 of theListing Agreement. The Company duly replied to the said notice on August 30 2018 givingclarification on the matter along with required proofs. The Company also requested toAdjudicating Officer & Deputy General Manager to give an opportunity for submission ofall necessary documents along with clarification through representative of the Companypresent in person. The Company had made all necessary submissions and disclosures requiredbefore the Adjudicating Officer. After necessary submissions and disclosures the Companyreceived order from SEBI dated September 28 2018 thereby directing the Company to pay sumof Rs. 150000/- as penalty imposed by the SEBI. The Company had made payment as directedby the SEBI October 9 2018.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

Save and except as discussed in the Annual Report no material changes have occurredand no commitments were given by the Company which affects the financial position betweenthe end of financial year to which the financial statements relate and the date of thisreport.

EXPLANATIONS OR COMMENTS ON THE QUALIFICATION RESERVATION OR ADVERSE REMARK ORDISCLAIMER MADE BY THE AUDITOR IN HIS REPORT

There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors in their report therefore no explanations or comments are required togiven. The report of the Statutory Auditors forms part of the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act 2013 the Board of Directorsto the best of their knowledge and ability confirm that:

a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;

b) that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 andthat such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in Equity Capital due to allotment of shares or otherwise during theyear under review. As such Equity Capital of the Company at the beginning of the year andat the year end stood at 15828248 Equity shares. The Company has only one class ofequity shares. Thus the details required to be furnished for equity shares withdifferential rights and / or sweat equity shares and / or ESOS under the Companies (ShareCapital and Debentures) Rules 2014 are not furnished. The Company's Equity shares arelisted on the National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE).

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Management Discussion and Analysis forms a part of the Annual Report which is given asAnnexure D.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format Form No. MGT-9 forms a part of the annual reportwhich is given as Annexure E.

AUDITORS AND AUDITORS' REPORT

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s Batliboi& Purohit Chartered Accountants (Firm Registration No. 101048W) were appointed asStatutory Auditors of the Company for a term of five consecutive years i.e. to hold officefrom the conclusion 44th Annual General Meeting held on 26thSeptember 2017 until the conclusion of 49th Annual General Meeting of theCompany to be held in the calendar year 2022. The Company has received the necessarycertificate from the Auditors pursuant to Sections 139 and 141 of the Act regarding theireligibility. In pursuance of the provisions of Section 139 of the Act as amended sincethe requirement for ratification of appointment of an Auditor at every annual generalmeeting has been dispensed with vide notification dated May 7 2018 issued by Ministry ofCorporate Affairs New Delhi the Company has not incorporated such resolution in thematter in the Notice convening the 46th AGM.

Auditors' Report for the year under review does not contain any qualificationsreservations or adverse remarks.

ii. Cost Auditors

As per Section 148 of the Act read with rules framed thereunder Ankit Kishor ChandeCost Accountants (Membership No. 34051) have been re-appointed as Cost Auditors for thefinancial year 2019-20 to conduct cost audit of the accounts maintained by the Company inrespect of the Bulk Drugs as prescribed under the applicable Cost Audit Rules. Theremuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification ofremuneration of Cost Auditors by members of the Company has been set out in the Noticeconvening 46th Annual General Meeting. The Cost Auditors have certified thattheir appointment is within the limits of Section 141(3)(g) of the Companies Act 2013 andthat they are not disqualified from being re-appointed within the meaning of the saidAct.

The Cost Audit Report for the financial year 2017-18 issued by Ankit Kishor ChandeCost Auditors in respect of the various products prescribed under the Cost Audit Ruleswas filed with the Ministry of Corporate Affairs on September 24 2018.

iii. Secretarial Auditors

As per Section 204 of the Act read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 including any statutory modification(s)amendment(s) or re-enactment thereof the Company appointed Ankit Sethi & Associates -Practicing Company Secretaries to conduct secretarial audit for the financial year2018-19. The Secretarial Audit Report for the financial year ended March 312019 isattached herewith as Annexure F to this report.

The Secretarial Auditor in his Secretarial Audit Report (MR-3) for the financial year2018-19 gave qualification with regards to not spending of two percent of average netprofit of previous three years. The Board has given proper explanation with regards tosame in above mentioned paragraphs.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financialyear 2018-19 with related parties were on an arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Act and ListingRegulations. There are no materially significant Related Party Transactions entered intoby the Company with the Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.Accordingly there are no transactions that are required to be reported in form AOC-2.

The details of the transactions with related parties are provided in the accompanyingfinancial statements.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thehttp://www.mangalamdrugs.com/images/pdf/rpt-policv.pdf

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the steadfast commitmentand highly motivated performance by the employees at all levels which was instrumental insustained performance of the Company. The Directors are also grateful and pleased to placeon record their appreciation for the assistance and cooperation received from theFinancial Institutions Banks Government Authorities and Shareholders during the yearunder review. Your Directors are also grateful to the customers suppliers and businessassociates of your Company for their continued cooperation and support.

For and on behalf of the Board of Directors
Govardhan M. Dhoot
Place: Mumbai Chairman & Managing Director
Dated: July 26 2019 DIN: 01240086