Your Directors have pleasure in presenting their Thirty Sixth Annual Report togetherwith the Audited Statement of Accounts for the financial year ended 31 March 2018.
FINANCIAL RESULT: The summarized financial results of the Company for the yearended 31 March 2018 are presented below:
| ||2017-2018 ||2016-2017 |
| ||Rupees in Lacs ||Rupees in Lacs |
|Gross Sales including other Income ||24548.41 ||19737.41 |
|Gross Profit before interest Depreciation and Taxation ||2645.44 ||1272.72 |
|Interest ||256.27 ||446.34 |
|Depreciation ||550.28 ||529.70 |
|Less Provision for Taxation ||700.00 ||90.00 |
|Less: MAT Credit ||0.00 ||0.00 |
|Provision for deferred taxation ||- 306.67 ||- 279.85 |
|Tax Adjustment ||13.23 ||6.14 |
|Net Profit for the year ||1432.33 ||477.24 |
|Surplus brought forward from previous year ||2753.44 ||2276.20 |
|Balance Available for Appropriation ||4185.77 ||2753.44 |
|Appropriations || || |
|a) General Reserve ||0.00 ||0.00 |
|b) Dividend ||0.00 ||0.00 |
|c) Dividend Tax ||0.00 ||0.00 |
|Balance carried forward to Balance Sheet ||4185.77 ||2753.44 |
The Performance Plans and Prospects of your Company
Your Company is a chemicals manufacturer and has Terpenes and Synthetic Resins asprimary segments. Both segments of your Company have performed well in F.Y. 2017-18. YourCompany has achieved Net Sales Turnover of Rs. 244.24 Cr. with a Profit After Tax of Rs.14.32 Cr. during F.Y. 2017-18. approximately 90% of the revenue has come from TerpeneChemicals.
Your Company manufacturers a range of products under the Terpenes Segment namelyCamphor Dipentene and Sodium
Our various efforts to improve yields reduce time cycles and reduce energy costs havegenerated positive results as can be seen through our improved profitability ratios. Wecontinue to improve by bench marking against leading firms across the chemical industryclosely analysing our own results engaging leading consultants experimenting in ourlaboratory & pilot plant facilities and most importantly questioning age oldprocedures and practices. Your Company has successfully registered for REACH to export itsproducts to the European Market and also has been awarded an Indian Pharmacopeiacertification as it prepares to apply for GMP certification.
Camphor is our primary product in this segment contributing 80% of Terpene sales.As it is a naturally derived product that completely burns off with no residue it findsits widest application in religious use in the domestic market as it imparts a sense ofcomplete purity to the religious devotee. We are pleased with our performance in thismarket and are confident of continuing growth in the years to come as we strive hard togrow our capacities and grades offered from the same unit to capture larger market sharein the domestic and export markets.
Camphor presents a large retail opportunity which enables the Company to forwardintegrate and diversify into the FMCG space. Your Company continues to create a foundationfor this journey ahead and has applied for registration three brands which it intends tosell through Modern Trade General Trade and E-Commerce.
"Mangalam" Camphor tablets for pious purposes
"CamPure" Home care products based on camphor such as Camphor ConeCamphor Sticks Camphor Air Purifier
"Cam+" Healthcare products based on camphor such as Pain Relief SprayPain Balm Nasal Inhaler
Dipentene a by-product in the manufacturing is used as a solvent in the paintindustry. Demand for Dipentene grows in line with the demand for paint. Therefore we seethis product as being a contributor to growth for the foreseeable future in India.Dipentene is also gaining interest in the export market as a substitute for"Limonene" (obtained from orange oil). Dipentene is a ready substitute informulations of cleaning and decreasing agents as Limonene supply shortages get moreacute. Your Company is also in the process of providing various grades of this materialwhich the market requires and therefore the customer base and realization will increase.
Sodium Acetate a by-product manufactured is used as a dye intermediate by textileand dye manufacturers. It has wide range of application in the leather tanning industriesand is being exported to Europe.
Going forward your Company will work to increase its production quantities of camphorand related products explore opportunities in intermediate products and their derivatives(fragrance and flavor Industry) improve its quality to compete in the internationalmarket and invest further in its retail initiative.
Your Company manufactures three types of synthetic resins each of these have largedomestic and export markets.
Terpene Phenolic Resin This resin has application as a tackifier in the adhesivetyre and rubber industries. Your Company is proud to inform you that it has been able toforge a strategic alliance with M/S Les Derives Resiniques & Terpeniques (DRT)France where in your Company will take lead to manufacture the products under DRT'stechnical guidance and DRT will use its global network to market and distribute theproduct on a worldwide basis. The initial qualification and approval processes withcustomers are lengthy we foresee large volumes revenue and strong profitability from thisin the years to come
Alkyl Phenolic Resin This resin has application in Neoprene and Chloroprene rubberbased adhesives. Your Company is working closely with leading consultants to introduce arange of products to provide one stop solution to distributors and companies
Rosin Esters This resin has application in pressure sensitive adhesives. YourCompany is working with leading consultants to further improve the quality of its productsto global standards to unlock export market opportunities.
We are positive on all three resin categories and will continue our efforts to developvolume business in each category supported by healthy margins.
Your Directors are pleased to recommend a dividend of Rs. 1 (One) per equity share offace value of Rs. 10/- each on the equity share capital of Rs. 85644400/- and seeksyour approval for the same.
TRANSFER TO RESERVE:
Your Company proposes to transfer Rs. Nil to General Reserves out of the amountavailable for appropriations during the financial year 2017-2018 (as compared to Rs. Nilin the previous financial year).
MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW
The Company is engaged in the manufacturing and selling activities of Camphor SodiumAcetate and by products Terpene Chemicals and Synthetics Resins at its units located atKumbhivali Village Taluka Khalapur Khopoli District Raigad Maharashtra
A calendar of meeting is prepared and circulated in advance to the Directors. Duringthe year seven meetings were convened and held the details of which are given in theCorporate Governance Report.
Audit Committee is in existence in accordance with the Provisions of Section 177 of theCompanies Act 2013; kindly refer section on Corporate Governance under head "AuditCommittee" for matters relating to the constitution meetings and functions of thiscommittee.
NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of Subsection 1 of Section 178 of the Companies Act 2013. Kindly refer sectionon Corporate Governance under head "Nomination and Remuneration Committee" formatters relating to constitution meetings functions of the Committee and theremuneration policy formulated by the Committee
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the Provisions of Section 135 of the Companies Act and Rules made thereunder the Board has constituted a CSR Committee under the Chairmanship of Mr. SharadSaraf. The other members of the Committee are Mr. Kamalkumar Dujodwala and Mrs. AnitaShriya. A CSR Policy has been framed and placed on the Company's website. Other details ofthe CSR activities as required under Section 135 of the Act are given in the CSR Report as"Annexure C".
RISK MANAGEMENT POLICY
The Board of Directors of the Company has put in place a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk reward trade off. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD :
The Nomination and Remuneration Committee of the Board has formulated a performanceevaluation framework under which the Committee has identified criteria upon which everyDirector every Committee and the Board as a whole shall be evaluated. During the yearreview of every Director every Committee and the Board has been carried out.
DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators / Courts thatwould impact the going
concern status of the Company and its future operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There is change in the composition of Board of Directors of the Company and the KeyManagerial Personnel during the year under review. At present there are Six Directors onthe Board i.e. Mr. Kamalkumar Dujodwala Mr. Pannkaj Dujodwala and four IndependentDirectors i.e. Mr. Rajkumar Jatia Mr. Sharad Saraf Mr. S. N. Baheti and
Mrs. Anita Shriya the details of which are given in the Corporate Governance. Duringthe year Mr. Rajkumar Saraf resigned w.e.f. 19 July 2017 and Mr. S. N. Baheti has beenappointed w.e.f. 14 August 2017.
The Independent Directors are not liable to retire by rotation and the ManagingDirector is appointed for a period of 5 years. Hence the Company has only one Director onthe Board to retire by rotation. In accordance with the provisions of the Companies Act2013 Mr. Kamalkumar Dujodwala retires by rotation at the ensuing AGM and being eligibleoffer himself for re-appointment as Director.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to the Provisions of Subsection (7) of Section 149 of the Companies Act 2013the Company has received individual declaration from all the independent Directorsconfirming that they fulfil the criteria of independence as specified in Section 149(6) ofthe Companies Act 2013.
DISCLOSURE RELATED TO BOARD COMMITTEES AND POLICIES:
The Board of Directors met 7 times during the financial year ended March 31 2018 inaccordance with the provisions of the Companies Act 2013 and the rules made thereunder.All the Directors actively participated in the meetings and provided their valuable inputson the matters brought before the Board of Directors from time to time additionally on13th November 2017 the independent Directors held seperate meeting in compliance with therequirement of schedule IV of the Companies Act 2013 and the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
DIRECTOR'S RESPONSIBILITY STATEMENT :
In terms of section 134(3) ( c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them in the normal course of their work state that in all material respects;
a) that in the preparation of the annual financial statements for the year endedMarch2018 the applicable accounting standards have been followed;
b) that appropriate accounting policies have been selected applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2018 and of theprofit of the Company for the year ended on that date.
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) that the annual financial statements have been prepared on a going concern basis.
e) that proper internal financial controls were in place and the financial controlswere adequate and operating effectively; and
f) that the systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as"Deposit" in terms of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing thedetails of deposits which are not in compliance with the Chapter V of the Companies Act2013 is not applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY
The Company has not given any loans or guarantees or investments covered under theProvisions of Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTION:
All related party transactions that were entered into during the financial year were atan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company at large.
All related party transactions are placed before the Audit Committee for approval.Prior Omnibus approval of the Committee is obtained on a quarterly basis for thetransactions which are of a foreseen and repetitive nature.
Details of the related party transaction during the year as required under ListingRegulations and Accounting Standards are given in Note 30 (c ) in the financialstatements.
BUYBACK OF EQUITY SHARES OF THE COMPANY:
The Board of Directors at its meeting held on February 2 2018 (the "BoardMeeting") had recommended subject to the approval of the members of the Companythrough postal ballot the proposal to Buy back up to 610000 (Six Lakh TenThousand Only) fully paid up Equity Shares of the Company of face value of ` 10/- each("Equity Shares") (representing up to 6.74% of the total number ofEquity shares in the Paid-up equity share capital of the Company) at a price of Rs.230/-(Rupees Two Hundred Thirty Only) per Equity share ("Buyback price")payable in cash for an aggregate amount of ` 140300000/- (Rupees Fourteen Croresand Three Lakhs Only ("Buyback Offer Size") being equal to 24.32% ofthe paid up share capital and free reserves of the Company as per the latest auditedstandalone balance sheet of the Company as on December 31 2017 from the EquityShareholders / beneficial owners of the Equity Shares of the Company ("Shareholders")through a "Tender Offer" route in accordance with the provisions of theCompanies Act 2013 ("Companies Act") and the Companies (Share Capitaland Debentures) Rules 2014 (the "Share Capital Rules") the Companies(Management and Administration) Rules 2014 (the "Management Rules") andin compliance with the Buyback Regulations
(" Buyback "or "Buyback Offer").
The Company sought approval of its shareholders for the said Buyback by a specialresolution through a postal ballot notice dated February 02 2018. The Shareholdersapproved the Buyback of the Company's fully paid-up Equity Shares from the equityshareholders / beneficial owners of the Equity shares on a proportionate basis throughthe tender offer process pursuant to Article 61 of the Articles of Association of theCompany and in accordance with provisions of the Companies Act the Share Capital Rulesthe Management Rules and the Buyback Regulations by way of a special resolution throughthe postal ballot ("Postal Ballot") the results of which were announcedon March 16th 2018 ("Shareholders' Approval").
The Buyback Offer opened on Monday April 23 2018 and closed on Tuesday May 08 2018.
DETAILS OF BUYBACK:
488240 (Four Lakh and Eighty Eight Thousand Two Hundred and Forty Only) Equity Shareswere bought back
under the Buyback at a price of Rs 230/- (Rupees Two Hundred and Thirty Only) perEquity Share.
The total amount utilized in the Buyback is Rs. 112295200/- (Rupees Eleven CroresTwenty Two Lakh Ninety Five Thousand Two Hundred Only) excluding transaction costs viz.brokerage applicable taxes such as securities transaction tax goods and service taxstamp duty etc.
The Registrar to the Buyback M/s. Universal Capital Securities Private Limited ("Registrar")considered
319 valid bids for 488240 Equity Shares in response to the Buyback resulting in thesubscription of
16 36th Annual Report 2017-2018 approximately 0.80 times of the maximum number ofshares proposed to be bought back. The details of valid bids considered by the Registrarare as follows:
|Sr. Category of No. Shareholders ||No. of Equity Shares reserved in Buyback ||No. of Valid Bids ||Total Valid Equity Shares Tendered ||% Response |
|1. Reserved category for Small Shareholders ||100829 ||260 ||69779 ||69.21 |
|2. General category of other Shareholders ||509171 ||59 ||418461 ||82.18 |
|Total ||610000 ||319 ||488240 ||80.04 |
All valid applications have been considered for the purpose of acceptance in accordancewith the Buy-back Regulations and Paragraph 22 of the Letter of Offer. The communicationof acceptance / rejection has been dispatched by the Registrar to the Buyback torespective Shareholders on May 17 2018.
The settlement of all valid bids was completed by the Clearing Corporation on May 162018. The funds have been directly paid out to Eligible Shareholders whose shares havebeen accepted under the Buyback. If bank account details of any Eligible Shareholdersholding Equity Shares in dematerialized form were not available or if the funds transferinstructions were rejected by the Reserve Bank of India or any relevant bank due to anyreason then the amounts payable to the Eligible Shareholders were transferred to theconcerned Selling Members for onward transfer to such Eligible Shareholders holding EquityShares in dematerialized form.
Demat Equity Shares accepted under the Buyback have been transferred to the Company'sDemat Escrow Account on May 16 2018. The unaccepted demat Equity Shares have beenreturned to respective Shareholder Brokers / custodians by the Clearing Corporation on May16 2018. The unaccepted physical share certificates if any has been dispatched to theregistered address of the respective eligible Equity Shareholders on or before May 172018.
The extinguishment of 488240 Equity Shares accepted under the Buyback comprising of(a) 484390 Equity
Shares in dematerialized form and (b) 3850 Equity Shares in physical form wascompleted.
The shareholding pattern of the Company Pre-Buyback (as on April 04 2018) the RecordDate and Post
Buyback is as under:
| || |
|Particulars ||No. of Equity Shares ||% of the existing Equity Share Capital ||No. of Equity Shares ||% of post buyback Equity Share Capital |
|Promoters ||4246211 ||46.91 ||4246211 ||49.58 |
|Foreign Investors (including Non Resident Indians OCBs FIIs etc.) ||152298 ||1.68 || || |
|Indian Financial Institutions (incl. Banks Mutual Funds etc.) ||-- ||-- ||-- ||-- |
|Other Public Investors (including Individuals Bodies Corporate etc.) ||4654171 ||51.41 ||4318229 ||50.42 |
|Total ||9052680 ||100.00 ||8564440 ||100.00 |
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177(9) of the Companies Act 2013 theBoard of Directors of the
Company has framed the "Whistle Blower Policy" as the vigil mechanism fordirectors and employees of the
Company. The Whistle Blower Policy covering all employees and Directors is hosted onthe Company's website at www.mangalamorganics.com.
Pursuant to the Provisions of Section 148 of the Companies Act 2013 read withnotifications / circulars issued by the Ministry of Corporate Affairs from time to timeand as per the recommendation of the Audit Committee the Board of Director at theirmeeting held on 6 May 2017 appointed M/s. NKJ & Associates (Mr. Naresh Jethwani)Cost Accountants as the Cost Auditors of the Company for FY 2017-2018. The Cost AuditReport for FY 2017-2018 will be filed within the period stipulated under the CompaniesAct 2013.
In respect of FY 2018-2019 the Board based on the recommendation of the AuditCommittee has approved the appointment of M/s. NKJ & Associates (Mr. Naresh JethwaniCost Accountant) as the Cost Auditors of the Company. A resolution for ratification of theremuneration to be paid for such appointment is included in the notice of the ensuingAnnual General Meeting.
STATUTORY AUDITORS APPOINTMENT:
Pursuant to the Provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and
Auditors) Rules 2014 as amended M/s. NGST & Associates Chartered Accountants (FirmRegistration No.
135159W) the Statutory Auditors of the Company were appointed as Statutory Auditorsof the Company till the TH conclusion of 39 Annual General Meeting of the Company. TheDirectors recommended that M/s. NGST & Associates Chartered Accountants (FirmRegistration No. 135159W) be ratified as the Statutory Auditors of the Company at theforth coming Annual General Meeting of the Company to hold office till the conclusion ofthe next Annual General Meeting of the Company. The Company has received a certificatefrom the said Auditors that they are eligible to hold office as the Auditors of theCompany and are not disqualified for being so appointed.
The observation and comments given in the Auditors report read together with the notesto the accounts are self explanatory and hence do not call for any further information andexplanation under Section 134(3) of the Companies Act 2013.
INTERNAL FINANCIAL CONTROLS:
The Internal Financial controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Auditors on the inefficiency or inadequacyof such controls.
INTERNAL CONTROL SYSTEMS :
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control system comprising of policies and procedures are designedto ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedures applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND
REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at the work place (Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.
All employees (Permanent contractual temporary trainees) are covered under thispolicy. The following is a summary of sexual harassment complaints received regardingsexual harassment.
|- No of complaints received ||: Nil |
|- No of complaints disposed off ||: Nil |
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual Return as of 31 March 2018 made under the provisions of Section 92(3) of the Actis enclosed as "Annexure B" which forms part of this report.
PARTICULARS OF EMPLOYEES
The Disclosure as required under Section 197 of the Companies Act 2013 and under Rule5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014is available for inspection to the members at the registered office of the Company on anyworking days between 10.00 a.m. to 12.00 noon upto the date of the Annual General Meetingi.e. 29 September 2018. Information relating to remuneration of Directors under Section197 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 has been given in the Corporate Governance Report.
As required under Provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by Mr. Yogesh Sharma the Practicing CompanySecretary (COP 12366) in Form MR-3 for the FY 2017-2018 forms part of this report asAnnexure D". The said report does not contain any adverse observation orqualification or modified opinion requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
As required under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 the particulars relating to conservation of Energytechnology absorption and foreign exchange earnings and outgo are given in Annexure"A" hereto and forms part of this report.
The Company's policy on programme and measures to familiarize Independent Directorsabout the Company and its business updates development includes various measures viz.issue of appointment letters containing terms duties etc. management informationreports presentation and other programs as may be appropriate from time to time. Thepolicy and programme aims to provide insights into the Company to enable IndependentDirectors to understand the business functionaries business model and other matters. Thesaid policy and details in this respect is displayed on the Company's website.
The relation between the Company and its employees continue to be cordial. There wereno employees during the year drawing remuneration more than prescribed ceiling undersection 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014.
CORPORATE GOVERNANCE REPORT
The Company has complied with the Corporate Governance requirements under the Act andas stipulated under the Listing Regulations. A report on the Corporate Governance alongwith the certificate from the statutory auditors is separately given in the annual report.
SAFETY ENVIRONMENTAL CONTROL AND PROTECTION
The Company is conscious of the importance to environmental friendly and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources. All plants of the Company are fully complied with the lawsregulations and requirements stipulated by the concerned pollution Control Board.
The equity shares of the Company are presently listed with The BSE Limited PhirozeJeejeebhoy Towers Dalal Street Mumbai 400 001. The Company is regular in payment oflisting fees.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in Section 134(3) of the Act read with Rule 8(3) of the Companies (Accounts)Rules 2014 to the extent the transactions took place on those items during the year.
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
The Board of Directors express appreciation for the sincere co-operation and assistanceof Government Authorities Bankers Customers Suppliers Business Associates and theefforts put in by all the employees of the Company. The Board of Directors expresses theirgratitude to all our valued shareholders for their confidence and continued support to theCompany.
|For and on behalf of the Board of Directors |
|Kamalkumar Dujodwala |
|Place: Mumbai |
|Date: 19 May 2018 |