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Panchsheel Organics Ltd.

BSE: 531726 Sector: Health care
NSE: PANCHSHEEL ISIN Code: INE316G01019
BSE 00:00 | 04 Oct 332.20 7.20
(2.22%)
OPEN

330.45

HIGH

339.00

LOW

320.50

NSE 05:30 | 01 Jan Panchsheel Organics Ltd
OPEN 330.45
PREVIOUS CLOSE 325.00
VOLUME 7126
52-Week high 425.55
52-Week low 54.10
P/E 32.83
Mkt Cap.(Rs cr) 333
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 330.45
CLOSE 325.00
VOLUME 7126
52-Week high 425.55
52-Week low 54.10
P/E 32.83
Mkt Cap.(Rs cr) 333
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Panchsheel Organics Ltd. (PANCHSHEEL) - Director Report

Company director report

To the Members of Panchsheel Organics Limited

The Directors hereby present their 32ndAnnual Report on the businessoperations and the state of affairs of the Company together with the audited financialstatements for the year ended March 31 2021:-

FINANCIAL PERFORMANCE (Amt in Rupees)

Particulars 2020-2021 2019-2020
Total Income 494947042 504977405
Total Expenditure 423811981 433745095
Profit Before Tax 72934443 73113628
Tax Expenses (22877722) (20219170)
Profit for the year 50056721 52894458
Other Comprehensive Income/ (Loss) 1207959 1372932.89
Total Comprehensive Income 51266681.04 54267390.87
Earnings Per Share (Rs.) (Face Value
of Re. 1/- each)
Basic 9.98 10.55
Diluted 9.98 10.55

EQUITY SHARE CAPITAL

During the year under review there was no change in the Share Capital of the Company.

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

The Company has not issued ESOP or sweat equity shares to Directors or employees.

DIVIDEND

During the year under review the Company declared an interim dividend of Rs. 1.5 perEquity Share of the face value of Rs.10 each in its Board Meeting held on February 132021 and paid the same to the Members of the Company during the month of March 2021.

The Board at its meeting held on June 30 2021 recommended a final dividend of Rs. 0.5per Equity Share of the face value of Rs. 10 each subject to the approval of the Membersat the forthcoming Annual General Meeting ( AGM‘) of the Company.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiaries joint ventures and associate Companies.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars ofloans given Investments made guarantees made and securitiesprovided are reported in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis covering industry structure anddevelopments financial and operational performance of the Company risks concernsopportunities threats and outlook forms a part of this Report.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve.

OUTLOOK

The pandemic will continue to affect healthcare provisions and pharmaceutical salesthroughout 2021 due to emergence of new variants that can spread faster and vaccineavailability challenges. While economic growth is forecasted to rebound in 2021 the aftereffect of the economic downturn during the pandemic will continue to impact the publicspending on healthcare and drugs negatively throughout 2021. However even in thesechallenging times we strive for beating market growth. Panchsheel has establishedworld-class formulation manufacturing facilities. These facilities leveragedstate-of-the-art technologies best practices and stringent regulatory compliances. TheseCenters of Excellence periodically reinforced their commitment to create products of thehighest quality.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls with reference to thefinancial statements. The Company‘s internal control system is designed to ensureoperational efficiency protection and conservation of resources accuracy and promptnessin financial reporting and compliance with the applicable laws and regulations.

The Company has a robust Business Risk Management framework to identify and 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 aRisk Management Policy.

HUMAN RESOURCES

The key to the Company‘s agility and success is of course its highly dedicatedpeople.

The focus of the Company is on attracting engaging and developing talented people whoshare their vision and values. Therefore the Company offers innovative programs benefitsand resources that address the diverse needs of employees reward their efforts help thembuild their best careers at Panchsheel.

CORPORATE GOVERNANCE

Corporate Governance Report and Certificate from the Statutory Auditors of the Companyon compliance with the conditions of Corporate Governance pursuant to the requirements ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 form a part of this Report.

PUBLIC DEPOSITS

The company has not accepted any deposits covered under Chapter V of the Companies Act2013 ("the Act"). Accordingly there is no disclosure or reporting required inrespect of details relating to deposits.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Companies Act 2013 the Board of Directors confirmthat:-

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed;

(ii) such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2021 and the profitsof the Company for the financial year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) internal financial controls have been laid down and the same are adequate and wereoperating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on date of this Report comprise of sixDirectors of which one is Managing Director two are Executive Directors and three areNon-executive and Independent Directors. There are 2 Woman Directors on the Board.

i. Independent Directors

Mr. Shambhunath Chakravarti has attained the age of 75 years on November 13 2020.Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 requires the Company to pass a specialresolution seeking approval of the shareholders for continuation of directorship ofNon-executive Director(s) in the Company on attaining the age of 75 years. The Companywishes to re-appoint him at the ensuing Annual General meeting subject to receipt ofapproval from the shareholders.

Mr. Diwakar Mani Tripathi and Mrs. Darshana Shah continue to be the IndependentDirectors of the Company.

In accordance with the provisions of Section 149 of the Companies Act 2013 theIndependent Directors have given a declaration that they meet the criteria of independenceas provided in the said Section and also in terms of the Listing Regulations. In theopinion of the Board the Independent Directors are persons of integrity and possessrelevant expertise experience and proficiency as per the Act.

ii. Managing Director

Mr. Mahendra Turakhia (DIN:00006222) was re-appointed as the Managing Director of theCompany at the AGM held on September 30 2020 for a further period of 5 years effectivefrom August 31 2020.

iii. Retirement by rotation

In terms of Section 152 of the Companies Act 2013 Mr. Kishor Turakhia(DIN: 00006236)retires by rotation at the forthcoming AGM and being eligible has offered himself forre-appointment. Brief resume of Mr. Kishor Turakhia as required under Regulation 36 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is covered inthe notes of the Notice of 32ndAGM of the Company.

iv. Key Managerial Personnel

Mr. Amit Jain tendered his resignation as the Company Secretary and Compliance Officerwith effect from April 24 2021 and Ms. Nidhi Agarwal was appointed as the CompanySecretary and Compliance Officer with effect from May 18 2021.

BOARD MEETINGS HELD DURING THE YEAR

During the year under review 5 Board Meetings were held on the following dates:-June22 2020; July 31 2020; August 31 2020; November 10 2020 and February 13 2021.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board of Directors have adopted a Familiarization Program for Independent Directorsof the Company. The same is available on the website of the Company athttps://panchsheelorganics.com.

Besides that expositions are made to the Directors on various topics covering thepharmaceutical industry. Updates on relevant statutory changes and judicial pronouncementsaround industry related laws are regularly circulated to the directors.

Each director has complete access to any of the company‘s information and fullfreedom to interact with senior management.

AUDITORS

The Members at the 27th Annual General Meeting of the Company held onSeptember 30 2016 had appointed M/s. Jayesh R. Shah & Associates CharteredAccountants (Firm Regn. No. 104182W) as the Statutory Auditors of the Company from theconclusion of the 27th Annual General Meeting till the conclusion of the 32ndAnnual General Meeting of the Company to be held in the year 2021.

The Audit Committee and the Board at their meeting held on August 12 2021 approved there-appointment of M/s. Jayesh R. Shah & Associates Chartered Accountants for a secondterm of five years i.e. from conclusion of the 32nd Annual General Meeting tillthe conclusion of 37thAnnual General Meeting.

The necessary resolution(s) seeking your approval for their appointment as theStatutory Auditors are included in the notice of the ensuing Annual General Meeting alongwith brief credentials and other necessary disclosures required under the Act and theRegulations.

SECRETARIAL AUDIT REPORT

M/s. GMS & Co. Practicing Company Secretaries were appointed as the SecretarialAuditors of the Company to conduct Secretarial Audit for the financial year ended March31 2021. The Secretarial Audit Report is provided as ?Annexure I to this Report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarksor disclaimer.

COMMITTEES OF THE COMPANY

- NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mrs. Darshana Shah IndependentDirector Mr. Diwakar Tripathi Independent Director and Mr. Shambhunath ChakravartiIndependent Director. The Company has formulated a Remuneration Policy pursuant to Section178 of the Act and the Listing Regulations. The Policy is provided as ?Annexure II to thisReport.

- AUDIT COMMITTEE

The Audit Committee comprises of Mr. Mahendra Turakhia Managing Director Mr. DiwakarTripathi Independent Director and Mrs. Darshana Shah Independent Director.

Further details of the Audit Committee are provided in the Corporate Governance Reportforming a part of this Report.

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the provisions of Section 135 of the Companies Act 2013 (the Act)and the Rules made thereunder the Board of Directors of the Company have constituted theCorporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr.Mahendra Turakhia Managing Director; Mr. Kishor Turakhia Executive Director and Mrs.Darshana Shah Non-executive Director.

The report on CSR activities undertaken during the year is provided as ?Annexure IIItothis Report. During the year ended March 31 2021 the Committee met once.

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES OF THE BOARD AND DIRECTORS

In compliance with the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation wascarried out as under:

Based on recommendation of the Nomination and Remuneration Committee a mechanism andcriteria is set for evaluation of the Board Committees of the Board and Directorsincluding Independent Directors. The Board and Board Committees evaluation is done by theBoard through self-assessment and group discussions. Parameters for evaluation of theBoard include structure and composition of the Board frequency and number of meetingsdevotion of time for important business matters-financials monitoring Internal Controls/Code of Conduct/Insider Trading Policy/Risk Management Framework and EmergingRisks/Governance and compliance issues adequate access to information for effectivedecision making strategic guidance to management through regular interactions andcohesiveness in the overall working that facilitates open discussion.

Parameters for evaluation of the Committee include structure and composition of thecommittees adequacy of charter and working procedure frequency of meetings if theCommittee is functioning as per the charter and if the Committee recommendationscontribute effectively to the Board decision making.

Evaluation of the Directors is done by the Board (excluding the Director whoseevaluation is being done). Parameters for evaluation of the Directors include skill setknowledge attendance effective participation at Board/Committee Meetings theircontribution at the Meetings leveraging on his/ her experience to provide the necessaryinsights/guidance on Board discussions and display of candor in expressing views even whenthey are in divergence with the rest of the Board etc.

EMPLOYEES

The particulars of ratio of remuneration of each director to median remuneration of theemployees of the Company for the financial year under report percentage increase inremuneration of each Director and KMP etc more particularly described under Section197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in ?Annexure IV to thisReport.

The statement showing particulars of employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in this report in the abovestated annexure.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company during the financial year areon arm‘s length and in the ordinary course of business.

In accordance with the provisions of the Listing Regulations the Company hasformulated the Related Party Transactions Policy which is available on the Company‘swebsite at www.panchsheelorganics.com.

The details of the Related Party Transactions are discussed in notes to the financialstatements.

The Audit Committee has granted omnibus (ad hoc) approval for the Related PartyTransactions as per the provisions and restrictions contained in the policy framed as perRegulation 23 of the SEBI (LODR) Regulations 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The required information under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo etcare provided as ?Annexure V and forms a part of this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Entire staff is working in the most congenial manner and there were no occurrences ofincidences of sexual harassment during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report genuine concerns/ grievances.The Policy is available on the website of the Company at www.panchsheelorganics.com.

The Policy provides for adequate safeguards against victimization of persons who usesuch mechanism. The mechanism is overseen by the Audit Committee.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Companies Act 2013 the Annual Return as onMarch 31 2021 in Form MGT-7 is available on the website of the Company atwww.panchsheelorganics.com .

ACKNOWLEDGEMENTS

The Board of Directors acknowledge the valuable guidance and continued support andco-operation extended by the Securities and Exchange Board of India Stock ExchangesMinistry of Corporate Affairs other Government Authorities Banks and otherStakeholders. Your Directors would also like to take this opportunity to express theirappreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors
Panchsheel Organics Limited
Sd/-
Mahendra A. Turakhia
Managing Director
DIN: 00006222
Mumbai August 12 2021

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