Your Directors take pleasure in presenting the 30th Annual Report togetherwith the Audited Balance Sheet as at 31 March 2019 and the Statement of Profit & Lossfor the year ended 31st March 2019.
|PARTICULARS ||Year ended March 31 2019 ||Year ended March 31 2018 |
| ||(Rs.) ||(Rs.) |
|INCOME || || |
|Sales & Income from Operation || || |
|Domestic ||471116000 ||412619000 |
|Export ||11229000 ||14074000 |
| ||482345000 ||426693000 |
|(Increase)/Decrease in Stocks ||(1002000) ||(906000) |
|Less: Excise Duty ||0 ||2870000 |
|Add:-Other Income ||2787000 ||723000 |
|Other Operating Income ||93000 ||14635000 |
|TOTAL ||484223000 ||429380000 |
|EXPENDITURE || || |
|Operating Expenditure ||367956000 ||312766000 |
|Administrative And Other Expenditure ||46079000 ||43224000 |
|Finance Charges ||3874000 ||5373000 |
|Depreciation for the Year ||11646000 ||12221000 |
|TOTAL || || |
|Profit Before Tax ||56580000 ||51868000 |
|Less: Current Tax ||(18264000) ||(17061000) |
|Deferred Tax ||2053000 ||1930000 |
|Profit After Tax ||40369000 ||36737000 |
During the year under review your Company's turnover of Rs. 482345000 in thecurrent year 2018-19 compared to Rs.426693000 in the previous fiscal year 2017-2018registering a increase. The Turnover of the Company for the year under review is stable.
Your Directors recommend for approval of the members at the ensuing Annual GeneralMeeting payment of final dividend of 10% per equity share (Rs.1.00 per equity share) forthe financial year ended March 2019. 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 24th September 2019 to 29th September 2019 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 over thecorresponding previous year.
Your Company has 6 Directors consisting of 3 Independent Directors 3 (Three) ExecutiveDirectors including Managing Director as on March 31 2019.
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.
As well 2 in Independent director's Mr. Diwakar Mani Tripathi & Mr. ShambhunathChakravarti given consent for re appointments received by board and for second term andbeing eligible offer them for reappointment.
M/s Jayesh R. Shah & Co. Chartered Accountants the Statutory Auditor of theCompany be and is hereby given there 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 30th Annual General Meeting until the conclusion of the 32ndAnnual General Meeting subject to confirm in AGM.
Information and explanations on items contained in the Auditors Report which might beconsidered to be "Reservations Qualifications or adverse Remarks" is givenbelow:
KEY MANAGERIAL PERSONNEL
Mr. Navin Mehta as the Compliance Officer of the Company is appointed as KeyManagerial Personnel during the Financial Year 2018-19 in accordance with the Section 203of the Companies Act 2013 and Mrs. Charmi jobalia filed their resignation during the year18-19.
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 2018-19 the Company held 4 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.
|Date of Meeting ||Board Strength ||No. of Directors Present |
|1 30.05.2018 ||6 ||6 |
|2 07/06/2018 ||6 ||6 |
|3 14/08/2018 ||6 ||6 |
|4 03/09/2018 ||6 ||6 |
|5 14/11/2018 ||6 ||6 |
|6 14/02/2019 ||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 Corporate Governance'of the Company which forms part of this Annual Report.
The Company does not have any subsidiary.
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 Listing Regulations 2015of listing agreement with the Stock Exchanges are given as a separate statement in theAnnual 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 2019 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 andother irregularities.
4) That the Directors had prepared the annual accounts on a going concern basis.
5) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
6) That systems to ensure compliance with the provisions of all applicable laws were inplace 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.
Mr. Diwakar Mani Tripathi & Mr. Shambhunath Chakravarti given consent for reappointments received by board and for second term and being eligible offer them forre-appointment.
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.
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 annexed tothe report on Corporate Governance.
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 competitive advantage.The business risk framework defines the risk management approach across the enterprise atvarious levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level as also separately for business. The Company has adopted risk managementpolicy.
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.
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.
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. Since all related party transactionsentered into by the Company were in the ordinary course of business and were on an arm'slength basis form AOC-2 is not applicable to the Company.
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.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is attached separately to this report.
CORPORATE SOCIAL RESPONSIBILITY
The company does meet the criteria of Section 135 of Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 so company constituteCorporate Social Responsibility Committee and made necessary expenditure as stated inauditors report.
Further Panchsheel organics Limited CSR will primarily focus on programs that:
- Promote education; - Create sustainable level.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s GMS & CO. a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed as"Annexure-B" to the Directors' Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe Directors individually the Chairperson's as well as the evaluation of the working ofits Audit Committee Corporate Social Responsibility Committee Nomination &Remuneration Committee and Stakeholder Relationship Committee.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was unpaid/unclaimed Dividend of Rs.13.48 lakhs declared and paid in financialyear 2018-19.The company has unpaid/unclaimed dividend of Rs.10.17 lakhs and Rs.115612/-and Rs.110292.50/- for past years which are not due for transfer to Investor Educationand Protection fund pursuant to the provisions of Section 125 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
Your Directors wish to pace on record their appreciation and sincere thanks to thestate government government agencies banks financial institutions joint venturepartners customers shareholders fixed deposit holders vendors and other relatedorganizations who through their continued support and cooperation have helped aspartners in your Company's progress.
Your Directors also acknowledge the hard work dedication and commitment of theemployees.
| ||By Order of the Board of Directors |
| ||Panchsheel organics Limited |
| ||Sd/- |
|Place: Indore ||Mahendra A. Turakhia |
|Date: 29/05/2019 ||Chairman and Managing Director |