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Mangalam Drugs and Organics Ltd.

BSE: 532637 Sector: Health care
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OPEN 82.50
VOLUME 17553
52-Week high 225.90
52-Week low 68.55
P/E 7.96
Mkt Cap.(Rs cr) 131
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 82.50
CLOSE 91.65
VOLUME 17553
52-Week high 225.90
52-Week low 68.55
P/E 7.96
Mkt Cap.(Rs cr) 131
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 Ltd

The Directors have pleasure in presenting to you their Forty-Fourth Annual Reporttogether with Company’s Audited Financial Statement for the accounting year ended 31stMarch 2017.


(Rs. In Lacs)

Particulars 2016-2017 2015-2016
Revenue from operations 30288.56 29502.18
Other Income 25.63 19.73
Profit before Finance Expenses 4842.60 3772.08
Depreciation & Amortizations
Less: Depreciation & Amortizations 500.71 441.30
Finance Expenses 1003.65 929.18
Profit / (Loss) before tax 3338.24 2401.60
Provision for Current Tax 798.10 487.75
Provision for MAT Credit entitlement - (364.55)
Provision for Deferred Tax 170.45 675.09
Profit / (Loss) after tax 2369.69 1603.31
Balance b/f. from previous year 1347.28 (240.49)
Additional Depreciation on Fixed Assets - (15.54)
Balance carried to Balance Sheet 3716.97 1347.28


The company does not propose to declare any dividend this year since it is underrestructuring and as per the restructuring terms with the banks no dividend can bedeclared by the Company.


During the year under review the Company earned a total income of 30314.19 Lacscompared to Rs. 29521.91 Lacs in the previous year an increase of 2.68%. The company hasmade a profit after tax of Rs. 2369.69 Lacs as against Rs1603.31 Lacs an increase of 47.80%. The Company has achieved the export turnover of Rs. 8504.18 Lacs as against Rs. 4916.54an increase of 72.98%


Although there is some favorable change in global recessionary pressure the nextfiscal year requires a diligent approach in order to maintain the impressive pace we havemaintained in recent past. Your company has attracted attention from investors last yearowing to its performance. Your company was virtually the only attractive investmentdestination in spite of being an exclusive API manufacturer in the disease segment ofpoorly addressed therapeutic needs in the developing world. Accentuating our commitment onthis front besides Antimalerial Segment Your company has upgraded in record time itsfacilities at Unit-2 and has secured WHO Geneva GMP approval very recently as this reportgoes in print. We remain committed to continue with the smart regulatory strategy theprudent partnering with stake holders and a diligent resource restructuring approach inthe future.


Your Company has not accepted any deposits from the public falling within the purviewof Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014 andas such no amount on account of principal or interest on public deposits was outstandingas on date of the balance sheet.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in notes to the Financial Statements.


The Company has formulated a policy on Risk Management and the same is detailed in theCorporate Governance Report. Risks are classified in different categories such asFinancial Operational Legal and Strategic risks. These risks are reviewed from time totime and controls are put in place with specific responsibility of the concerned officerof the Company.


The Companies Act 2013 has mandated the Company to have a formal framework of InternalFinancial Controls (IFC) and has also laid down specific responsibilities on the BoardAudit Committee Independent Directors and Statutory Auditors with regard to IFC.

The Board reviews the effectiveness of controls documented as part of IFC frameworkand take necessary corrective actions where weaknesses are identified as a result of suchreviews. Based on this evaluation no significant events had come to notice during theyear that have materially affected or are reasonably likely to materially affect ourIFC. The management has also come to a conclusion that the IFC and other financialreporting was effective during the year and is adequate considering the businessoperations of the Company.

The Statutory Auditors of the Company has audited the IFC over Financial Reporting andtheir Audit Report is annexed as Annexure B to the Independent Auditors’ Report underStandalone Financial Statements.


A statement containing the necessary information on Conservation of Energy Technologyabsorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) ofthe Companies Act 2013 read with rule 8 of Companies (Accounts ) Rules 2014 is annexedto report as Annexure A


There are Nil employees drawing remuneration of Rs.850000 (Rupees Eight lacs fiftythousand) per month or Rs.10200000/- (Rupees One crore two lacs) and above per annumduring the Year under review. The details of the remuneration drawn by the ManagingDirector Whole Time Director and Independent Directors are stated in the CorporateGovernance Report. The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below: a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial

Name of the Director/KMP Ratio to Median Remuneration
Shri. Govardhan Murlidhar Dhoot 8.91
Shri. Subhash Khattar 0.19
Smt. Anuradha Sukhani 0.08
Shri. Brijmohan Murlidhar Dhoot 0.12

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Name of the Director/KMP Designation % increase in remuneration in the financial year
Shri. Govardhan Murlidhar Dhoot Chairman & Managing Director 47.68 %
Shri. Subhash Khattar* Independent Director 4.76 %
Shri. Brijmohan M Dhoot*# Non- Executive Director Nil
Smt.Anuradha Sukhani*@ Independent Director Nil
Shri. Ajay Samant Chief Financial Officer 27.70 %
Ms. Nikita Bavishi# Company Secretary Nil

* Entitled for Sitting fees of Rs. 2000 for attending each Board and CommitteeMeetings. @ She has been appointed in 2016-17 hence % increase cannot be calculated.

# Not comparable as Shri. Brijmohan Dhoot- Non Executive Director and Ms. NikitaBavishi- Company Secretary were director and Company Secretary respectively only for thepart of the year i.e appointed during the year 2015-16.

Smt Meenal Sukhani had resigned as an Independent Director w.e.f 16th May 2016 andhence % increase has not been calculated. She was paid Sitting Fees of Rs. 10000 duringthe year.

c. The percentage change in the median remuneration of employees in the financial year:

Median remuneration is decreased by 3.70%.

d. The number of permanent employees on the rolls of Company: 302

e. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

Average annual increase was around 21.31%.

This is based on Remuneration policy of the Company that rewards people differentiallybased on their contribution to the success of the Company and also ensures that externalmarket competitiveness and internal relativities are taken care of.

The increase in managerial remuneration is 47.68%. The rise in case of ManagerialRemuneration should be viewed considering the fact that the remuneration paid to him wasincreased in the previous year which was approved in the 43rd AGM by themembers with a view that remuneration paid to him as a Managing Director was comparativelyvery low in the previous years. Also the Company continues to grow both in size and statueas is evident from the enhanced performance levels under the leadership of Shri GovardhanM Dhoot.

f. 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

a) Directors

The Board of Directors of the Company is led by the Executive Chairman and comprises ofthree other Directors as on 31st March 2017 including two Independent Directors whichincludes one Woman Director as required under Section 149 (1) of the Companies Act 2013and one Non-Executive Director(other than Independent Directors). The composition of theBoard is in conformity with the provisions of the Act and Regulation 17 of the ListingRegulations entered into with the Stock Exchanges.

All the Independent Directors of the Company have furnished declarations that they meetthe criteria of independence as prescribed under the Companies Act 2013 and under ListingRegulations Ms. Meenal Sukhani Non-Executive & Independent Director of the Companyresigned from the Board of the Company w.e.f. the closure of business hours on May 162016 due to personal reasons. The Board placed on record its appreciation for thecontribution made by her during her tenure as Director of the Company.

The Board of Directors on recommendation of the Nomination and Remuneration Committeeappointed Ms. Anuradha Sukhani as an

Additional Director in the category of Independent Director w.e.f. May 16 2016 whoheld the office till the Annual General Meeting ("AGM") and thereafter wasappointed by the members at the 43rd AGM as an independent director for aperiod of 5 years w.e.f 16th May 2016.

At the 43rd Annual General Meeting of the Company held on 30thSeptember 2016 the members approved the re-appointment of Shri Govardhan M Dhoot (DIN01240086) who had retired by rotation.

Shri Brijmohan M Dhoot (DIN 01046420) Director retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. Thebrief resume and other relevant documents of the director are being given in the notes ofNotice convening the Annual General Meeting for your perusal.

b) Meetings of Board of Directors

During the year 9 meetings of the Board of Directors were convened and held on 29thApril 2016 16th May 2016 10th June 2016 1stAugust 2016 14th October 2016 10th November 2016 19thJanuary 2017 06th February 2017 and 31st March 2017. Theintervening gap between two consecutive meetings was not more than one hundred and twentydays. Detailed information on the meetings of the Board is included in the CorporateGovernance Report which forms part of the Annual Report. c) 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 31stMarch 2017:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders’ Relationship Committee

(iv) Corporate Social Responsibility Committee

During the financial year ended 31st March 2017 the Board re-constitutedthe Audit Committee and Nomination and Remuneration Committee in accordance with the Actand the Listing Regulations.

Details of all the Committees along with their terms of reference composition andmeetings of each Committee held during the year are provided in the Corporate GovernanceReport annexed to this Report.

(d) Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations the Board hadcarried out the performance evaluation of is own Committees and of Independent Directors.Further Independent Directors at their separate meeting evaluated the performance of theNon Independent Directors Board as a whole and of the Chairman of the Board. The resultof the evaluation is satisfactory and meets the requirement of the Company.

(e) Familiarization Programme

The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying them in their appointment letter alongwithnecessary documents reports and internal policies to enable them to familiarise with theCompany’s procedures and practices.

The Independent Directors also met with senior management team of the Company ininformal gatherings.

(f) Key Managerial Personnel

There was no change in the Key Managerial Personnel during the year under review.


The remuneration policy takes into account the circumstance of business so as toattract and retain quality talent and leverage performance significantly.

Remuneration of the Executive Directors is determined by the Board on therecommendation of the Nomination & Remuneration Committee which is subject to theapproval 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 Independent Directors Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee.


The Company has a Whistleblower Policy to report genuine concerns and grievances. ThePolicy provides for adequate safeguarding to the person who avail the mechanism. Thepractice of the Whistleblower Policy is overseen by the Audit Committee of the Board andno employee has been denied access to the Committee.

The details of the Whistleblower Policy is explained in the Report of CorporateGovernance and is also available on the Company’s corporate website


The Audit Committee as on March 31 2017 comprises of the following Directors:

Shri. Subhash C Khattar - Chairman Ms. Anuradha Sukani- Independent Director and Shri.Govardhan M Dhoot- Managing Director. All the recommendations made by the Audit Committeewere accepted by the Board. Detailed Information of the Audit Committee may be reviewed inReport on Corporate Governance annexed as Annexure B of the Report.


At MANGALAM all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age. every individualis expected to treat his/her colleagues with respect and dignity.

The Company has in place `Prevention of Sexual Harassment Policy`. This Anti-SexualHarassment Policy of the Company is in line with the requirements of The Sexual Harassmentof Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Allemployees (permanent contractual temporary and trainees) are covered under this policy.An Internal Complaints Committee (ICC) also is in place to redress complaints receivedregarding sexual harassment.

During the year 2016-2017 NIL complaints were received by the Company related tosexual harassment.


The Company believes in the well being of the society at large .The Company has inplace a CSR Committee and CSR policy in line with the provisions of the Companies Act2013.

The Composition of the CSR Committee is as under:

Name of the Director Category of Directorship
Shri Subhash C Khattar Chairperson Independent Director
Shri Govardhan M Dhoot member Managing Director
Shri Brijmohan M Dhoot member Non Executive Director

Our main objective under CSR policy is to actively contribute to the social andeconomic development of the communities in which we operate. The CSR policy of the Companyis available on the website of the Company. The disclosures required to be made in theBoard’s Report as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is attached herewith as Annexure-C.

During the financial year 2016-17 an amount of Rs. 17.41 Lacs was required to be spentby MANGALAM on implementation of the CSR Policy to the extent laid down in sub-section (5)of section 135 of the Companies Act 2013. As against this the actual expenditure worksout to Rs. 15.65 Lacs i.e. the total amount falls short of the said extent by Rs. 1.76Lacs. The main reason for deficit in meeting the extent of CSR expenditure is that:

The CSR Committee had series of meetings and detailed discussions with number ofTrust/NGO Partners to actively support and channelize the activities/programs to beundertaken by the Company in line with CSR Objectives hence after due diligence theCompany through the trust had spent majority of the CSR Amount. But due to paucity of timeand lack of good opportunities the CSR Committee resolved to carry forward the balanceamount in the next financial year. There are reasons to believe that as greater experienceis gained in the near future the level of expenditure will reach the required statutorythreshold.

The annual report on CSR activities is furnished in `Annexure C` which forms part ofthis report.


The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany’s operations in future.


There have been no material changes/ events affecting the financial position of theCompany which have occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report.


There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors appointed under Section 139 of the Companies

Act 2013 in their report. Hence the need for explanations or comments by the Boarddoes not arise. The report of the Statutory Auditors forms part of the financialstatements.


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 your 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 your 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) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.


Management Discussion and Analysis Report as required under the Listing Regulationswith the Stock Exchanges is annexed as Annexure D forming part of this Report.


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 this report asAnnexure E.


i. Statutory Auditors

M/s Milwani Associates Chartered Accountants existing statutory auditors of theCompany has completed more than 5 years and in compliance with the provisions of the Actthe Company has to appoint a new auditor in their place. Considering the requirements ofSection 139 (2) of the Companies Act 2013 Batliboi & Purohit Chartered Accountants(Firm Registration No. 101048W) is proposed to be appointed as auditors of the Company fora period of 5 years commencing from the conclusion of 44th AGM till theconclusion of the 49th AGM subject to ratification by members every year asmay be applicable. Batliboi & Purohit Chartered Accountants have consented to thesaid appointment and confirmed that their appointment if made would be within the limitsspecified under Section 141 of the Act. They have further confirmed that they are notdisqualified to be appointed as statutory auditors in terms of the provisions of theproviso to

Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisions of theCompanies (Audit and Auditors) Rules 2014. ii. Cost Auditors

As per Section 148 of the Companies Act 2013 read with Rules framed thereunder M/sAnkit Kishor Chande Cost Accountants

(Membership No. 34051) were re-appointed as Cost Auditors for the financial year2016-17 and 2017-18 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 Notice ofensuing annual general meeting. The Cost Auditors have certified that their appointment iswithin the limits of Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified from appointment within the meaning of the said Act.

iii. Secretarial Auditors

The Board pursuant to section 204 of the Companies Act 2013 read with rule 9 of theCompanies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 including any statutory modification(s) orre-enactment thereof had during the year appointed Shri. Ankit Sethi. PractisingCompany Secretary to conduct secretarial audit of the Company for the financial year2016-17. The Secretarial Audit Report for the financial year ended March 31 2017 isattached herewith marked as Annexure F to this report.


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 includes transparency accountability and independence.

As required by Regulation 34 read with schedule V of the Listing Regulations aseparate Report on Corporate Governance forms part of the

Annual Report. The report on Corporate Governance also contains certain disclosuresrequiredundertheCompaniesAct2013.Acertificatefrom the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated in Schedule V ofthe Listing Regulations forms a part of this Report as Annexure B.


All contracts/arrangements/transactions entered by the Company during the financialyear 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 Companies Act 2013and SEBI Listing Regulations.

There are no materially significant Related Party Transactions entered into by theCompany with the Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large .

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 thelink:


Your Directors would like to express their grateful appreciation for the assistance andcooperation received from the Financial Institutions Banks Government Authorities andShareholders during the year under review. Your Directors are also grateful to thecustomers suppliers and business associates of your Company for their continuedcooperation and support. Your Directors wish to place on record their deep sense ofappreciation to all the employees for their commendable teamwork and enthusiasticcontribution during the year.

For and on behalf of the Board of Directors
Govardhan M. Dhoot
Place: Mumbai Chairman & Managing Director
Dated: 11th August 2017 DIN NO: 01240086


Information pursuant to Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 for the year ended 31st March 2017:

1. CONSERVATION OF ENERGY a) Steps taken for conservation of energy and the impactof such steps:

The manufacturing processes of the Company are not energy intensive; therefore impactof energy saving devices is insignificant.Energy conservation is an ongoing process withinthe company. The Company has been making continuous efforts for enhancement in capacityutilization cost competitiveness and quality through systematic process monitoring andadherence to technological norms. b) Steps taken by the Company for utilizingalternate sources of energy

No alternative source of energy was used during the period under review. c)Capital investment on energy conservation equipment



a) Major efforts made towards technology absorption

i. Study and optimization of processing parameters in the manufacture of antimalarialAPIs.

ii. Quality upgradation of anti malarial APIs which are on priority list of WorldHealth Organization.

iii. Synthesis of antimalarial compounds which are in pre-clinical stages.

iv. Analytical method innovations to meet international quality demands.

b) Benefitsderived as a result of the above Research and Development

i. Optimal utilization of resources for the global market.

ii. We are the firstcompany to feature on WHO’s API prequalificationprogramme.

iii. We shall be a preferred source of future drug candidates and hence shall enjoy acompetitive advantage.

c) Details of imported Technology

No technology has been imported.

d) Future plan of action

i. Development of frontline anti malarial and antiretroviral API and theirintermediates.

ii. Additional investment in state-of-the-art analytical instrumentation and plantmachinery to boost quality and cost efficiencies.

iii. Generate a panel of novel anti malarial candidate compounds by Anagrammaticapproach for screening against resistant malarial parasite strains.

iv. Upgrade unit 2 to meet stringent regulatory standards.

e) Expenditure on R&D

With global village as a whole on the recovery curve our thrust continues to remaininnovation driven an environment friendly corporate citizen. The Research and Developmentcomprises of 30 skilled scientists who harbor a unique and synergistic blend ofscholarship with bench-skills. It has developed several synthesis options to reduceproduct processing time cycles and effluent load for existing as well as newer molecules.During the year under review the company has expanded its anti-retroviral (AIDS) APIportfolio which has an established market demand.

The continued CSIR recognition to the R&D and presentation of unique/ specialitychemicals on its website have already placed our research activity on the national andinternational map. This has resulted in the collaboration requests from reputedmultinational companies.

We have proudly delivered impurity standards of complex structural diversity to severalcompanies the compounds which had not been synthesized elsewhere globally. The StringentRegulatory Agency like WHO-Geneva considers us as a reliable contributor to theirinterventions in public health up gradation. in journals of high We plan to publishsignificant impact factor which we believe shall help boost our image amongst researchdriven organizations.

(Rs.In Lacs)

Particulars Current year Previous year
Capital 190.84 34.30
Recurring 135.88 128.19
Total 326.72 162.49


a) Activities relating to exports initiative taken to increase exportsdevelopment of new export markets for products and services and export plans: The Companyis continuously exploring avenues to increase exports to various countries.

b) Total foreign exchange used and earned `

(Rs. In Lacs)

Particulars Current year Previous year
Foreign Exchange Earned
Export of goods on CIF basis (including deemed exports) 8504.18 4916.54
Foreign Exchange Outgo
(i) Raw material 15623.99 17076.02
(ii) Commission 6.93 60.44
(iii) Travelling Expenses 39.31 13.82
Total Foreign exchange outflow 15670.23 17150.28


For and on behalf of the Board of Directors
Govardhan M. Dhoot
Place: Mumbai Chairman & Managing Director
Dated: 11th August 2017 DIN NO: 01240086