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Rossari Biotech Ltd.

BSE: 543213 Sector: Industrials
BSE 00:00 | 20 May 893.20 8.30






NSE 00:00 | 20 May 888.75 2.70






OPEN 925.00
52-Week high 1620.60
52-Week low 832.00
P/E 61.86
Mkt Cap.(Rs cr) 4,917
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 925.00
CLOSE 884.90
52-Week high 1620.60
52-Week low 832.00
P/E 61.86
Mkt Cap.(Rs cr) 4,917
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rossari Biotech Ltd. (ROSSARI) - Director Report

Company director report

Your Directors have pleasure in presenting the Twelfth Annual Report and the AuditedFinancial Statements for the Financial Year ended March 31 2021.


Financial performance of your Company for the year ended March 31 2021 is summarisedbelow:

Rs. in Million




2020-21 2019-20 2020-21 2019-20
Revenue from Operations 6904.14 6000.94 7093.45 6000.94
Other Income 102.09 36.31 91.90 37.24
Profit/loss before Depreciation Finance Costs 1310.64 1086.37 1322.48 1084.68
Exceptional items and Tax Expense
Less : Depreciation & amortisation 220.74 168.52 228.29 168.52
Profit /loss before Finance Costs Exceptional items 1089.90 917.85 1094.19 916.16
and Tax Expense
Less : Finance Costs 29.92 36.78 29.92 35.57
Profit /loss before Exceptional items and Tax Expense 1059.98 881.07 1064.27 880.59
Add/(Less) : Exceptional items - - - -
Profit before Tax Expenses and share of profit / loss of joint venture 1059.98 881.07 1064.27 880.59
Add: Share of profit /(loss) of joint venture - - 4.11 (2.18)
Profit before Tax Expenses 1059.98 881.07 1068.38 878.41
Less: Tax Expense (Current & Deferred) 268.96 225.85 267.92 225.88
Profit/loss after tax 791.02 655.22 800.46 652.53
Other Comprehensive Income / (Cost) 1.25 (2.25) 1.06 (2.25)
Total Comprehensive Income 792.27 652.97 801.52 650.28


The Company is one of the leading specialty chemicals manufacturing companies in Indiaproviding customised solutions to specific industrial and production requirements of ourcustomers primarily in the FMCG apparel poultry and animal feed industries through ourdiversified product portfolio.

Business of the Company is organised in three main product categories:

1. Textile specialty chemicals;

2. Animal health and nutrition products; and

3. Home personal care and performance chemicals (HPPC).

The performance of your Company for the year on a standalone and consolidated basis isreflected by the following ratios:




2020-21 2019-20 2020-21 2019-20
EBITDA (% to Revenue from Operations) 17.50% 17.50% 17.35% 17.45%
PAT (% to Revenue from Operations) 11.46% 10.92% 11.28% 10.87%
ROACE (%) 25.00% 25.50% 24.52% 25.15%
RONW (%) 19.56% 23.11% 19.58% 22.76%
Earnings per Share (Rs.) Basic 15.34 13.48 15.56 13.42
Earnings per Share (Rs.) Diluted 15.25 13.28 15.47 13.23
Book Value per Share (Rs.) 77.88 55.85 78.72 56.48

Your Company had delivered a healthy performance during the Financial Year registeringa top-line growth of 18.21 % on consolidated basis. The HPPC business of the Companycontinues to record robust performance driven by healthy offtake witnessed in hygieneproducts and anti-viral portfolio sales. In addition the business has witnessed improvedtraction in engagements with several customers leading to new client wins acrosscategories.

During the Financial Year under review the Company’s new state-of-the-artcertified R&D laboratory Rossari Centre of Excellence was fully operationalised.Strategically located on the IIT campus in Mumbai the R&D laboratory is fullyequipped with advanced testing and research equipment. This facility alongside theexisting R&D arm at Silvassa will enable the Company to identify and develop newniches in its product portfolio.

Your Company successfully achieved the full commissioning of its Greenfieldmanufacturing facility at Dahej Gujarat. Another key focus area for us is towardsleveraging upon our R&D capabilities to seed new business lines within our corechemistries. Accordingly we have a strong upcoming pipeline of new products with impetuson sustainability and environment friendliness.


The Consolidated Financial Statements of the Company have also been prepared inaccordance with relevant Accounting Standards issued by the Institute of CharteredAccountants of India forming part of this Annual Report. In accordance with Section 136 ofthe Companies Act 2013 ("the Act") the Audited Financial Statements includingthe Consolidated Financial Statements and related information of the Company and AuditedAccounts of each of its subsidiaries are available on Company’s website atwww.rossari. com/financial-information/.

Pursuant to the provisions of Section 129 of the Act and the Companies (Accounts)Rules 2014 the salient features of the financial statement of each of our subsidiariesare set out in the prescribed format AOC-1 which forms part of the Financial Statementssection of this Annual Report.


During the Financial Year under review the Company had the following subsidiariesnamely:

Buzil Rossari Private Limited

Buzil Rossari Private Limited ("BRPL") became a wholly owned subsidiary ofthe Company w.e.f. August 31 2020. BRPL achieved a revenue of Rs. 538.49 milllion ascompared to Rs. 299.56 milllion in the previous year. Profit before tax is Rs. 29.99milllion as against profit of Rs. 3.71 milllion of the previous year. The profit after taxstood at Rs. 28.91 milllion as compared to the profit of Rs. 2.94 milllion in the previousyear.

Rossari Personal Care Products Private Limited

Rossari Personal Care Products Private Limited (Formerly known as Neutron Impex PrivateLimited) ("RPCPPL") Subsidiary of the Company achieved a revenue of Rs. 53.17milllion as compared to Rs. 3.22 milllion in the previous year. Profit / (Loss) before taxis Rs. (6.25) milllion as against profit / (loss) of Rs. 0.49 milllion of the previousyear. The profit /(loss) after tax stood at Rs. (6.25) milllion as compared to the profit/ (loss) of Rs. (0.52) milllion in the previous year.

Further pursuant to the provisions of Section 136 of the Act the Financial Statementsof subsidiary Companies are uploaded on the website of your Company i.e.


During the year under review your Company has not transferred any amount to GeneralReserve.


There was no change in the Registered Office of the Company during the Financial Yearunder review. The present address of the Registered Office is as follows:

201 A & B Akruti Corporate Park LBS Marg Next to G. E. Gardens Kanjurmarg WestMumbai Maharashtra 400078.


Your Directors haverecommended a Final Dividend of 25% (i.e. Rs. 0.50 ) on EquityShares of the Face Value of Rs. 2/- each for the year ended March 31 2021. This dividendproposal is subject to approval of the Shareholders at the ensuing 12th Annual GeneralMeeting ("AGM"). The Dividend is subject to the approval of Members at the AGMscheduled on September 17 2021. In view of the changes made under the Income tax Act1961 by the Finance Act 2020 dividends paid or distributed by the Company shall betaxable in the hands of the Shareholders your Company shall accordingly make thepayment of the Dividend after deduction of tax at source.

Your Company has also formulated a Dividend Distribution Policy pursuant to approval ofBoard of Directors at their meeting held on March 23 2021. The said policy is availableon the website of the Company at and is set out in in Annexure-Iand forms part of this report .


In terms of the provisions of Investor Education and Protection / Investor Educationand Protection Fund (Awareness and Protection of Investors) Rules 2001 there was nounpaid / unclaimed dividends to be transferred during the year of review to the InvestorEducation and Protection Fund.


The paid-up equity share capital of the Company as on March 31 2021 was Rs. 103.86million divided into 51929390 Equity Shares of Rs. 2 each.

Further as per the recommendation of the Board of Directors Members of the Company attheir meeting held on April 17 2021 approved the issue and allotment of 3012046 EquityShares by way of Preferential Allotment. The Board of Directors in accordance with ChapterV of the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 as amended and other applicable laws determined a floorprice of Rs. 996 per Equity Share aggregating to an issue size of Rs. 3000 million. Theissue and allotment of shares on preferential basis was completed on April 21 2021.


The Initial Public Offer ("IPO") of the Company comprised of 11676470equity shares of face value of Rs. 2 each ("equity shares") for cash at a priceof Rs. 425 per equity share (including a share premium of Rs. 423 per equity share) (the"offer price") aggregating to Rs. 4962.50 million comprising a fresh issue of1176470 equity shares aggregating to Rs. 500.00 million (the "fresh issue")and an offer for sale of 10500000 equity shares (the "offered shares")aggregating to Rs. 4462.50 million comprising an offer for sale of 5250000 equityshares aggregating to Rs. 2231.25 million by Mr. Edward Menezes and 5250000 equityshares aggregating to Rs. 2231.25 million by Mr. Sunil Chari (the "promoterselling shareholders").

The Company has also raised an amount of Rs. 1000 million through Pre-IPO duringFebruary 2020. Hence the amount raised by the Company through IPO and Pre-IPO was Rs.1500 million.

The net proceeds of the Fresh issue were to be utilised for Repayment/Prepayment ofcertain indebtedness availed by the Company Funding working capital requirement andgeneral corporate purposes. The proceeds received by the Company has been fully utilizedfor the purpose as set out in the prospectus and there was no deviation in utilization ofthe proceeds of IPO.


The Members at their meeting held on December 02 2019 had approved the "RossariEmployee Stock Option Plan – 2019" ("ESOP 2019") authorising grant ofnot exceeding 1500000 (Fifteen lakh) options to the eligible employees in one or moretranches. Further in terms of Regulation 12(1) of the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ("SEBI SBEBRegulations") the Board of Directors of the Company at their meeting held on January23 2021 had recommended for approval of the Members of the Company for ratification ofRossari Employee Stock Option Plan – 2019 for the employees of the Company and

Employees of the Subsidiaries of the Company. The Members of the Company at theirmeeting held on April 17 2021 ratified and approved the ESOP 2019.

The Nomination and Remuneration of the Committee has revised the ESOP grant price forthe ESOP granted prior to Initial Public Offer from Rs. 475/- each to Rs. 425/- each.Details of the plan as required under Securities & Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 is set out in Annexure-II and forms partof this report and also available on the website of the Company at details of ESOP 2019 are also given in the Notes to the Financial Statementsforming a part of this Annual Report.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the Notes to the Financial Statements forming a part of thisAnnual Report.


Corporate Social Welfare Activities has been an integral part of the Company since itsinception. Pursuant to Section 135 of the Act and relevant Rules the Board has constituteda CSR Committee. The Company has also formulated CSR Policy which is available on theCompany’s website A Report on CSR Activities undertaken by theCompany is set out in Annexure-III and forms part of this Annual Report.


Rossari is committed to maintain the highest standard of honesty openness andaccountability and recognise that employees play an important role in growth and expansionof Rossari. They are the most valuable asset of our Company. Company’s WhistleblowerPolicy encourages Directors and employees to bring to the Company’s attention to theinstances of unethical behaviour actual or suspected incidents of fraud or violation ofthe conduct. It is the Company’s Policy to ensure that no employee is victimised orharassed for bringing such incidents to the attention of the Company. The practice of theWhistleblower Policy is overseen by the Board of Directors and no employee has been deniedaccess to the Audit Committee. The Whistleblower Policy is available on the Company’swebsite at


The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has framed a policy which inter alia lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of your Companyand criteria for selection and appointment of Board members.

The salient features of the Nomination and Remuneration Policy of the Company are setout in the Corporate Governnace Report section which forms a part of this Annual Report.The Policy is also available on Company’s website at


During the period under review no new Director was appointed in the Company.

Retirement by Rotation

Mr. Sunil Chari (DIN:00149083) will retire by rotation and being eligible offershimself for re-appointment at the ensuing 12th Annual General Meeting of the Company.

A detailed profile(s) of Mr. Sunil Chari seeking appointment at the forthcoming AGM asrequired under Secretarial Standard on General Meetings is provided separately by way ofan Annexure to the Notice of the AGM.

Number of Meetings of the Board

The Board had (7) meetings during the Financial Year under review. The maximum time gapbetween any two Board Meetings was not more than 120 days as required under Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations"). Section 173 of the Act and Secretarial Standard onMeetings of the Board of Directors. Further details on meetings of the Board of Directorsand other details are provided in the Corporate Governance Report section which forms partof this Annual Report.

Annual evaluation by the Board

Pursuant to the applicable provisions of the Act and Listing Regulations the Boardcarried out an annual evaluation of its performance as well as of the working of itscommittees and individual Directors including Chairman of the Board. This exercise wascarried out through a structured questionnaire prepared separately for the BoardCommittees and individual Directors. The Chairman’s and Managing Director’sperformance evaluation was carried out by Independent Directors at a separate meeting. TheBoard’s functioning was evaluated on various aspects including inter alia structureof Board strategy meetings of the Board stakeholders value and responsibilityperformance management information management governance and compliance performanceparameters. The Directors were evaluated on aspects such as strategic and functionalethics and value team player self-development and other general criteria. The Committeesof the Board were evaluated on aspects such as mandate composition and terms of referenceof the Committees reviews and decision making core governance and compliance and overallas a whole.

The performance evaluations of the Independent Directors were carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors were carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.


During the Financial Year under review there was no change in the Key ManagerialPersonnel.


The Independent Directors of the Company have submitted declaration of Independenceconfirming that they meet the criteria of independence under Section 149(6) of the Act andListing Regulations.

The Board is of the opinion that all the Independent Directors appointed during theyear possess integrity have relevant expertise and experience and fulfil the conditionsspecified under the Act and the Listing Regulations.


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 Act:

a. in the preparation of the annual financial statements for the year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. such accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the profit of the Company for the year ended on thatdate;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e that proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.


In order to strengthen its functioning of the Board the Board of Directors hasconstituted the following Committees as per the requirement of Act and the ListingRegulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholder’s Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee Details of the Committees along with their terms ofreferences composition and meetings held during the financial under review are providedin the Corporate Governance Report section which forms part of this Annual Report.


A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors of the Company at the 9th AGM heldon September 29 2018 for a period of 5 years from the hold the office from theconclusion of 9th AGM till the conclusion of 14th AGM of the Company to be held in theYear 2023. The Report given by the Auditors on the Financial Statements of your Company ispart of this Annual Report. There is no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. The Statutory Auditors Report to theMembers for the year under review does not contain any modified opinion or qualificationsand the observations and comments given in the report of the Statutory Auditors readtogether with Notes to accounts are self-explanatory and hence do not call for any furtherexplanation or comments under Section 134(f)(i) of the Act.

B. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors of the Company on recommendationof Audit Committee appointed M/s. Roy Jacob & Co. Company Secretaries as SecretarialAuditor of the Company. The Secretarial Audit Report is set out in Annexure-IV andforms part of this Annual Report.

The Secretarial Compliance Report for the Financial Year ended March 31 2021 inrelation to compliance of all applicable SEBI Regulations/circulars/ guidelines issuedthereunder pursuant to requirement of Regulation 24A of Listing Regulations is set outin Annexure-IV(A) to this report. The Secretarial Compliance Report has beenvoluntarily disclosed as part of Annual Report as good disclosure practice.

The Secretarial Audit Report and/or Secretarial Compliance Report does not contain anyqualification reservation or adverse remark.

C. Cost Auditors

The Company has made and maintained cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Act.

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014the Board of Directors of the Company based on recommendation of the Audit Committee hasappointed M/s. R. Shetty & Associates Cost Accountants (Registration No.:101455) toaudit the cost accounts of the Company for the Financial Year 2021-22. In term of Rule 14of the Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditor is required to be ratified by the members Accordingly a resolution seekingratification by the members for the remuneration is listed in the AGM Notice as SpecialBusiness.

The Cost Auditors have certified that their appointment is within the limits of Section141(3)(g) of the Act and that they are not disqualified from appointment within themeaning of the said Act.


There was no instance of fraud during the year under review which required theAuditors to report to the Audit Committee and /or Board under the Act and Rules madethereunder.


In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations areport on Corporate Governance and the certificate as required under Schedule V(C) ofListing Regulations received from the Statutory Auditors of the Company forms part ofthis Annual Report.


The Management Discussion and Analysis Report is presented in a separate sectionforming part of this Annual Report.


The Business Responsibility Report of your Company for the Financial Year 2020-21 formspart of this Annual Report as required under Regulation 34(2)(f) of the ListingRegulations. The Board of Directors has adopted a Business Responsibility Policy which isavailable on Company’s website at


In terms of Section 118(10) of the Act the Company has complied with the SecretarialStandards issued by the Institute of Company Secretaries of India and approved by CentralGovernment with respect to Meetings of the Board of Directors and General Meetings.


The disclosure of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) ofthe Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure-V to this Director’s Report.


The Annual Return as provided under Section 92 of the Act is available on the websiteof the Company at


Your Company believes that Sexual Harassment can and must be eliminated throughawareness and is committed to enforce the policy for providing protection against and toprevent sexual harassment at workplace to protect all its staff members interns traineesand visitors at work places.

Your Company has a policy in place with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 named Policy forProhibition Prevention and Redressal of Sexual Harassment at Workplace and the same isavailable on Company’s website at corporate-governance/. InternalComplaints Committees ("ICC") have been set up to redress complaints receivedregarding sexual harassment and the Company has complied with provisions relating to theconstitution of Internal Complaints Committee. During the Financial Year under review nocomplaints with allegation of sexual harassment were filed with the Company.


The Board of Directors has adopted Policy on Materiality of Related Party Transactionsand Dealings with Related Party Transaction and the said policy is available onCompany’s website at

The objective of the Policy is to ensure proper approval disclosure and reporting oftransactions as applicable between the Company and any of its related parties. Allcontracts or arrangements with related parties entered into or modified during theFinancial Year were at arm’s length basis and in the ordinary course of theCompany’s business. All such contracts or arrangements were entered into only withprior approval of the Audit Committee except transactions which qualify under omnibusapproval as permitted under the law.

No material related party transactions were entered during the Financial Year by yourCompany. All related party transactions entered during the Financial Year were in ordinarycourse of the business and on arm’s length basis. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 isnot applicable to your Company.


The Company has a Risk Management Policy to identify evaluate business risks andopportunities. This framework seeks to create transparency minimise adverse impact on thebusiness objectives and enhance the Company’s competitive advantage. This frameworkis intended to assist in decision making process that will minimise potential lossesimprove the management in the phase of uncertainty and the approach to new opportunitiesthereby helping the Company to achieve its objectives.

A key factor in determining a Company’s capacity to create sustainable value isthe ability and willingness of the Company to take risks and manage them effectively andefficiently.

However the Company is well aware of the above risks and as part of business strategyhas put in a mechanism to ensure that they are mitigated with timely action. During theFinancial Year under review the Board has also constituted Risk Management Committee tomonitor and take action in events of risks.

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors and cover all offices factories andkey business areas. Your Company has adopted the procedures for ensuring the orderly andefficient conduct of business including adherence to the Company’s policiessafeguarding of its assets prevention and detection of frauds and errors.


Disclosure required in respect of employees of the Company in terms of provisions ofSection 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed herewith as Annexure-VI to thisDirectors’ Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the AnnualReport which forms part of this Report. Having regard to the provisions of the firstproviso to Section 136(1) of the Act the Annual Report excluding the aforesaidinformation is being sent to the Members of the Company. The said information is availablefor inspection at the registered office of your Company up to the date of 12th AGM. If anyMember is interested in inspecting the same such Member may write to the CompanySecretary in advance.


During the year under review:

a. the Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise pursuant to the provisions of Section 43 of the Act and Rules madethereunder.

b. the Company has not made any provisions of money or has not provided any loan to theemployees of the Company for purchase of shares of the Company or its holding Companypursuant to the provisions of Section 67 of the Act and Rules made thereunder.

c. the Company has not accepted any deposit from the public pursuant to the Chapter Vof the Act and Rules made thereunder.

d. the Company has not bought back its shares pursuant to the provisions of Section 68of the Act and Rules made thereunder.

e. there are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

f. there are no significant material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the financial statements relate and the date of this Report.

g. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.


The industrial relations have been cordial at both the Manufacturing Units of theCompany namely at Silvasa Dadra and Nagar Haveli and newly functional manufacturing unitat Dahej Gujrat.


Your Company express its appreciation for the sincere co-operation and assistance ofCentral and State Governments authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company’s employees. Your Directors acknowledgewith gratitude the encouragement and support extended by our valued shareholders.

The Directors deeply regret the loss of life caused due to the outbreak of COVID-19 andare grateful to every person who risked their life and safety to fight this pandemic.

For and on behalf of the Board of Directors
Edward Menezes
Date: July 30 2021 Executive Chairman
Place: Mumbai (DIN:00149205)