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Mangalam Drugs and Organics Ltd.

BSE: 532637 Sector: Health care
BSE 00:00 | 02 Aug 188.40 4.15






NSE 00:00 | 02 Aug 188.35 4.10






OPEN 186.25
VOLUME 18954
52-Week high 196.50
52-Week low 62.00
P/E 10.66
Mkt Cap.(Rs cr) 298
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 186.25
CLOSE 184.25
VOLUME 18954
52-Week high 196.50
52-Week low 62.00
P/E 10.66
Mkt Cap.(Rs cr) 298
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report


The Members of

Mangalam Drugs & Organics Limited

The Directors have pleasure in presenting to you their Forty-Seventh Annual Reporttogether with Company's Audited Financial Statements for the Accounting year ended March31 2020.


(Rs. in Lakhs)

Particulars 2019-20 2018-19
Revenue from Operations 28235.36 22757.97
Other Income 118.12 31.68
Profit before Finance Expenses Depreciation & Amortisation 2487.46 999.79
Less: Depreciation & Amortisation 821.78 708.85
Less: Finance Expenses 1040.47 864.65
Profit / (Loss) before tax 625.21 (573.71)
Profit / (Loss) after tax 825.25 (803.09)
Total Comprehensive Income 827.57 (801.40)
Earnings Per Share (In Rs.) (Basic & Diluted) 5.21 (5.07)


The Company has not transferred any amount in the Financial Year ended March 31 2020to Reserves. Further the Directors do not recommend any dividend on equity shares for theyear ended March 31 2020. (No dividend was declared or paid in FY 2019-20).


The Company once again back on the growth path. The revenue from operations for theFinancial Year 2019-20 is Rs. 28235.36 Lakhs. The Company registered a growth of 24% overthe previous year (previous year revenue from operations stood Rs. 22757.97 Lakhs).

The Company has achieved export turnover of Rs. 9192.39 Lakhs as against Rs.4232.75Lakhs for the previous year registering an excellent growth of 117.16%.

The increase in the export and domestic sales turnover and considerable improvement inoperational performance which resulted into increased profitability of Rs. 825.25 Lakhs ascompared to previous year loss of Rs.(803.09 Lakhs).


During the last quarter of the year under review the incidence of COVID-19 developedinto a global pandemic. The directors have assessed the impact of COVID-19 on the businessat the balance sheet date and there are no significant changes as of the balance sheetdate. The Active Pharmaceutical Ingredients (APIs) which comes under essential commoditiestherefore the Company continues to manufacture and sell APIs. During the unprecedentedCOVID-19 pandemic situation the Company has taken a number of drastic measures to ensuresafety of workforce. While the Company is committed to serve the needs of the healthcaresector it has not compromised on any steps in ensuring the safety of the employees andnumber of preventive measures have been implemented at all the functional work sitesincluding the following:

• Wearing of Face Masks is mandatory for employees right at the time of Startingfrom their home at worksite and work commute.

• All employees have been provided transport facilities.

• Temperature screening is mandatory at all sites at time of entry and exit.

• Those with high temperature are automatically referred to Doctor for furtherscreening. Social distancing measures are in place right from time of entry gate atadequately spacing of 3 feet as well as other common places.


The Company was engaged in building and strengthening the Antimalarial and Antiviralbusiness during initial months of last fiscal. The Company is looking into going in forbackward integration for making the raw materials for its APIs like Acyclovir PrimaquineSulfadoxine and DBA etc. This is in line with the Make in India drive and will help inreducing the dependence on cost constraining advance intermediaries. TheHydroxychloroquine

API contributed in addressing prophylactic needs of COVID-19 front line health workersduring March month. In upcoming year too the Company is committed to supplyHydroxychloroquine globally alongside developing APIs like Favipiravir which are inadvanced clinical trials as on report date. The pandemic tremors are felt globally andthe Company is firmly placed to address various therapeutic needs with the diversifiedportfolio.


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 Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("the ListingRegulations") a separate Report on Corporate Governance forms part of the AnnualReport. The report on Corporate

Governance also contains certain disclosures required under the Companies Act 2013("the Act"). A certificate from the Statutory Company regarding compliance ofconditions of Corporate Governance as stipulated in Schedule V of the Listing Regulationsforms a part of the Annual Report.


The Company has neither accepted nor renewed any deposits from the public fallingwithin the purview of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount on account of principal or interest on publicdeposits was outstanding as on date of the balance sheet.


The Company has borrowed a sum of Rs. 5000000/- (Rupees Fifty Lakhs only) at the rateof 14% p.a. interest rate from Shri Govardhan M. Dhoot – Chairman & ManagingDirector of the Company towards unsecured loan in the FY 2018-19. A sum of Rs. 2500000/-(Rupees Twenty Five Lakhs only) is outstanding as on March 31 2020. Further ShriGovardhan M. Dhoot furnished the declaration to the effect that the amount extended by himto the Company has been given out of his own funds and is not being given out of thefunds acquired by him by borrowing or accepting loans & deposits from others.


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


A separate section on probable risks and its 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.


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.


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 the AnnualReport as Annexure A.


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 terms 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 Lakhs Fifty housand) per month or Rs. 10200000/- (Rupees One Crore Two Lakhs) 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 Year2019- 20:

Name of the Director/KMP Designation Ratio to Median Remuneration % increase in remuneration in the Financial Year
Shri Govardhan M. Dhoot Chairman & Managing Director 5.78 -
Shri Brijmohan M. Dhoot Executive Director 1.73 -
Shri Subhash C. Khattar Independent Director Not Applicable Not Applicable
Shri Ajay R. Dhoot Non - Executive Director Not Applicable Not Applicable
Shri Aditya R. Dhoot Non - Executive Director Not Applicable Not Applicable
Shri Prashant J. Pandit 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 14.82%
Ms. Geeta Karira Company Secretary & Compliance Officer Not Applicable -

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

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

Median remuneration is increased by 17.55%.

c. The number of permanent employees on the rolls of Company: 387.

d. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last Financial Fear 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 18.91% 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 2019-20.

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.


The Board of Directors of the Company is led by the Executive Chairman and comprises ofseven other Directors as on March 31 2020 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 and theListing 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 46th Annual General Meeting of the Company held on September 252019 the members approved the re-appointment of Shri Brijmohan M. Dhoot (DIN: 01046420)who had retired by rotation regularized appointment of Shri Prashant J. Pandit (DIN:03079878) who was appointed as an additional Independent Director on July 8 2019 andre-appointed Shri Govardhan M. Dhoot (DIN: 01240086) as the Chairman & ManagingDirector of the Company for the term of 5 years w.e.f. November 1 2019.

At the 47th Annual General Meeting Shri Ajay R. Dhoot – Non-ExecutiveDirector (DIN: 00210424) retires by rotation and being eligible offered himself forre-appointment in accordance with the provisions of the Companies Act 2013.


During the Financial Year 2019-20 5 Board Meetings were convened and held on May 92019 July 8 2019 July 26 2019 November 2 2019 January 24 2020. The intervening gapbetween two consecutive meetings was not more than one hundred and twenty days. Detailedinformation on the meetings of the Board of Directors is included in the CorporateGovernance Report.


In Compliance with the requirements of applicable laws and as a part of best governancepractices the Company has following 4 (Four) Statutory Committees of the Board as onMarch 31 2020:

• Audit Committee (AC)

• Nomination and Remuneration Committee (NRC)

• Stakeholders' Relationship Committee (SRC)

• Corporate Social Responsibility Committee (CSRC)

The Company has an Executive Committee (EC) which is a non-mandatory committee anddelegated power to EC members to consider and approve day to day business matters. Thedecisions taken by the EC members are considered on record by the Board in their meetings.

The details of the Committees are provided in the Corporate Governance Report.


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.


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 link


Currently Shri Govardhan M. Dhoot Chairman & Managing Director Mr. Ajay SamantChief Financial Officer and Ms. Geeta G. Karira Secretary & Compliance Officer are theKey Managerial Personnel of the Company.

During the Financial Year 2019-20 Ms. Nikita Bavishi resigned as Company Secretary andCompliance Officer of the Company w.e.f. closure of business hours of July 8 2019 and Ms.Geeta G. Karira was appointed as Company Secretary and Compliance Officer of the Companyw.e.f. July 9



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 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.


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 theCompany and the detailsof the Policy are given in the Corporate Governance Report.


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


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 2019-20 in terms ofthe said Act and Rules made thereunder.


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 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

The annual report on CSR activities as required to be made in the Board's Report as perRule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 is attachedherewith as Annexure-B.

The Company's CSR initiatives are on the focus areas approved by the Board benefittingthe community. During the Financial Year 2019-20 the ompany's spending on the CSRactivities has been less than the limits prescribed under the Act. The Company is on thejourney of ascertaining CSR programs that benefit the society at large and is still makingefforts to identify the projects for spending the unspent CSR.

Due to the reasons stated above the Company has not spent two percent of the averagenet profit of the last 3 years for CSR activities as required under the Act. The CSRactivities are scalable with few new initiatives that may be considered in future andmoving forward the Company will endeavor to spend the complete amount on CSR activities inaccordance with the statutory requirements.


During the year under review the Company has received Show Cause Notice on June 7 2019for the violation of Section 12A (a) (b) & (c) of the SEBI Act 1992 (hereinafterreferred to as ‘SEBI Act') and Regulation 3(b) (c) (d) 4(1) 4(2)(a) (e) (f)(k) and (r) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating toSecurities Market) Regulations 2003 (hereinafter referred to as ‘PFUTPRegulations').

The Company duly replied to the said notice on June 27 2019 giving clarification onthe matter along with required proofs. The Company also requested to Adjudicating Officerto give an opportunity for submission of all necessary documents along with clarificationthrough representative of the Company present in person. The Company had made allnecessary submissions and disclosures required before the Adjudicating Officer. Afternecessary submissions and disclosures the Company received favourable order from SEBIdated June 30 2020 for disposal of the adjudication proceedings initiated vide ShowCause Notice dated June 07 2019 against the Company without imposition of any monetarypenalty.


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.


There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors in their report therefore no explanations or comments are required tobe given. The report of the Statutory Auditors forms part of the financial statements. TheBoard has duly explained the reasons in the Annual Report on the remark given by theSecretarial Auditor in his report for not spending the prescribed CSR expenditure duringthe year.


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 theprofit 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.


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 forms a part of the Annual Report which is given asAnnexure C.


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 D and also uploaded on the Company's Website mgt-9fy2019-20.pdf.


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 47th 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 Rampurawala Mohammed A& Co. Cost Accountants (Membership No. 32100) have been appointed as Cost Auditorsfor the Financial Year 2020-21 to conduct cost audit of the accounts maintained by theCompany in respect of the Bulk Drugs as prescribed under the applicable Cost Audit Rules.The remuneration 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 47th 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 appointed within the meaning of the said Act.

The Cost Audit Report for the Financial Year 2018-19 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 August 23 2019.

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 has appointed Ankit Sethi &Associates - Practicing Company Secretaries (Membership No.: 25415 CP No.: 11089) toconduct secretarial audit for the Financial Year 2019-20. The Secretarial Audit Report forthe Financial Year ended March 31 2020 is attached herewith as Annexure E to thisreport.

The Secretarial Auditor in his Secretarial Audit Report (MR-3) for the Financial Year2019-20 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.


All contracts/arrangements/transactions entered by the Company during the FinancialYear 2019-20 with related parties were on an arm's length basis and were in compliancewith the applicable provisions of the Act and Listing Regulations. There are no materiallysignificant Related Party Transactions entered into by the Company with the Directors KeyManagerial Personnel or other designated persons which may have a potential conflictinterest of the Company at large. Accordingly there are no transactions that are requiredto 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 the


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.

By and on behalf of the Board of Directors
Govardhan M. Dhoot
Chairman & Managing Director
DIN: 01240086
Place: Mumbai
Date: August 10 2020