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Panchsheel Organics Ltd.

BSE: 531726 Sector: Health care
NSE: PANCHSHEEL ISIN Code: INE316G01019
BSE 00:00 | 23 Apr 65.80 -1.70
(-2.52%)
OPEN

65.35

HIGH

67.00

LOW

65.35

NSE 05:30 | 01 Jan Panchsheel Organics Ltd
OPEN 65.35
PREVIOUS CLOSE 67.50
VOLUME 334
52-Week high 89.00
52-Week low 49.50
P/E 7.71
Mkt Cap.(Rs cr) 33
Buy Price 65.05
Buy Qty 50.00
Sell Price 70.85
Sell Qty 167.00
OPEN 65.35
CLOSE 67.50
VOLUME 334
52-Week high 89.00
52-Week low 49.50
P/E 7.71
Mkt Cap.(Rs cr) 33
Buy Price 65.05
Buy Qty 50.00
Sell Price 70.85
Sell Qty 167.00

Panchsheel Organics Ltd. (PANCHSHEEL) - Director Report

Company director report

Your Directors take pleasure in presenting the 29th Annual Report togetherwith the Audited Balance Sheet as at 31 March 2018 and the Statement of Profit & Lossfor the year ended 31st March 2018.

OPERATING RESULTS

(Rs. In lakhs)

Particulars 2017-2018 2016-2017
Revenue from Operation 4266.92 4.123.32
Other Income 07.23 05.87
Total Income 4274.15 4129.19
Operating Depreciation and Other Expenses 3195.11 3070.02
Finance Cost 53.73 50.36
Employees Cost 409.19 342.10
Power & Fuel 77.80 73.98
Excise Duty 28.70 115.60
(Increase) / Decrease in Inventories (9.05) (24.46)
Total Expenses 3755.48 3627.60
Profit before Tax 518.67 501.59
Less: Provision for Current Tax 170.61 251.07
Provision for Deferred Tax (19.30) (70.45)
Profit After Tax 367.36 320.97

PERFORMANCE

During the year under review your Company’s turnover of 4266.92’ (Rs. inlakhs) in the current year

2017-18 as compared to 4.123.32 (Rs. in lakhs) the previous fiscal year 2016-2017registering an Increase of 03.48%. The Turnover of the Company for the year under reviewis stable.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual GeneralMeeting payment of final dividend of 10% per equity share ( 1.00 per equity share) for thefinancial year ended March 2018. The Dividend will be paid in compliance with theapplicable regulations.

The dividend will be paid to the members whose names appears in the Register of Membersbetween 21st September 2018 to 28th September 2018 in respect ofshares held in dematerialized form it will be paid to the members whose names arefurnished by National Securities Depository Limited and Central Depository Services(India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a Increase of 03.48% overthe corresponding previous year.

DIRECTORS

Your Company has 6 Directors consisting of 3 Independent Directors 3 (Three) ExecutiveDirectors including Managing Director as on March 31 2018.

In accordance with the Articles of Association of the Company and In terms of Section152 of the Companies Act 2013 Mr. Kishore A. Turakhia the Directors of the Companyretire by rotation and being eligible offer them for re-appointment.

AUDITORS

M/s Jayesh R. Shah & Co. Chartered Accountants the Statutory Auditor of theCompany be and is hereby given their consent to ratify their appointment at the ensuingAnnual General Meeting to act as a Statutory Auditor of the company to hold the officefrom the date of 28th Annual General Meeting until the conclusion of the 32ndAnnual General Meeting subject to confirm in AGM.

AUDITOR’S REPORT

Information and explanations on items contained in the Auditors Report which might beconsidered to be "Reservations Qualifications or adverse Remarks" is givenbelow:

-There is no "Reservations Qualifications or adverse Remarks" raised by inaudit report.

KEY MANAGERIAL PERSONNEL

Miss Charmi Jobalia appointed as the Compliance Officer cum company secretary of theCompany. Appointed as Key Managerial Personnel during the Financial Year 2017-18 inaccordance with the Section 203 of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board/Committee meeting tobe held in the forthcoming financial year is being circulated to the Directors in advanceto enable them to plan their schedule for effective participation in the meetings. Due tobusiness exigencies certain business decisions are taken by the Board through circulationfrom time to time.

During the Financial Year 2017-18 the Company held 6 board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and listing agreement were adhered to while consideringthe time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present
1 30.05.2017 6 6
2 14.08.2017 6 6
3 02.09.2017 6 6
4 12.09.2017 6 6
5 14.12.2017 6 6
6 14.02.2018 6 6

COMMITTEE OF DIRECTORS

The Company has following Committees of the Board:

*Audit Committee

^Nomination and Remuneration Committee

^Shareholder grievances committee/Investors Grievances Committee:

The details with respect to the compositions powers roles terms of reference etc.of relevant committees are given in details in the ‘Report on CorporateGovernance’ of the Company which forms part of this Annual Report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has not invited and accepted any Fixed Deposits from the public within themeaning of with Section 73 and 74 of the Companies Act 2013 read with Rule8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 hence disclosure required underabove rule not applicable to the Company.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation ofthe Company for the year under review as stipulated under SEBI (LODR) 2015 of listingagreement with the Stock Exchanges are given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act 2013 are not annexedsince there are no employees drawing remuneration of more than Rs 6000000/- per annumduring the year under review if employed for full year or more than Rs.500000/- permonth if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013

1) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.

2) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year viz. 31st March 2018 and of the profit or loss of the Company for the yearended on that date.

3) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for

safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

4) That the Directors had prepared the annual accounts on a going concern basis.

5) Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

6) Those systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) 2015.

Independent Directors shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for re-appointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard’s report.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange LimitedMumbai (BSE). The Listing fee for the financial year 2018-2019 has already been paid.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOING

A Statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Companies (Disclosure of Particulars inthe report of Board of Directors) Rules 1988 is annexed hereto; and forms part of thisreport.

CORPORATE GOVERNANCE

As required by the SEBI Listing Regulations 2015 entered in to by your Company with theBSE Limited a detailed Report on Corporate Governance together with a report onManagement Discussion Analysis is included in the Annual Report. The Auditors havecertified the Company’s Compliance with the Listing Agreement and the same is annexedto the report on Corporate Governance.

As per the Regulation 27 (2) of SEBI (LODR) Regulation 2015 reporting of CorporateGovernance Report is not mandatorily required to our company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedas "Annexure- A" to the Directors’ Report.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company’s competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business. The Company has adopted riskmanagement policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company has adopted policy on internal financial control systemfor proper observation of adequate internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance withSection 177(9) of the Companies Act 2013 and SEBI Listing Regulations 2015 to deal withinstances of fraud and mismanagement if any. The vigil mechanism/Whistle Blower Policy isuploaded on the Company’s website.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered during the financial year were in theordinary course of the business of the Bank and were on arms length basis. There were nomaterially significant related party transactions entered by the Company with promotersDirectors Key Managerial Personnel or other persons which may have potential conflictwith the interest of the Company. Considering the nature of the industry in which theCompany operates transactions with related parties of the Company are in the ordinarycourse of business which is on arm’s length basis. All related party transactionsentered into by the Company were in the ordinary co urse of business and were on anarm’s length basis.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every Company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. A policy for prevention of Sexual Harassment of Womenat workplace and setting up of the Committee for implementation of said policy is underreview and consideration.