Samrat Pharmachem Limited
The Directors are pleased to present the 27th Annual Report on the business andoperations of the company and the financial accounts for the year ended 31 March 2019
|Particulars ||31 March 2019 ||31 March 2018 |
| ||Rs. ||Rs. |
|Revenue from Operations ||1111363933 ||925201277 |
|Other Income ||4567158 ||2457411 |
|Total Revenue ||1115931091 ||927658688 |
|Earnings before Interest Tax Depreciation & Amortization (EBITDA) ||36337452.86 ||61959374.45 |
|Interest and Finance Charges ||10583640.50 ||8634524.67 |
|Profit / (Loss) before Depreciation and Tax ||25753812 ||53324850 |
|Depreciation ||4176556 ||4121629 |
|Profit / (Loss) before Tax (PBT) ||21577256 ||49203221 |
|Provision for Tax/ Tax expense ||6221485 ||17035018 |
|Profit /(Loss) after Tax (PAT) ||15355771 ||32168203 |
Your company has performed extremely well during the year. In a highly competitivebusiness environment. Your Company achieved a turnover of Rs.11114 Lakhs as againstRs.9252 Lakhs achieved last year-an increase of around 12.04%.
In order to conserve the resources your Directors do not recommend payment of Dividendfor the financial year ended 31st March 2019.
During the year 2018-19 your company's export division registered FOB sales of Rs. 1853Lacs from Rs. 980 Lacs achieved last year. Your Company has initiated several exportpromotion measures to increase exports. The products of your Company have been wellaccepted in the international market and the Company expects better export turnover in thecoming years.
The equity shares of the Company have been dematerialized by joining the depositoriesviz. National Securities Depository Limited (NSDL) & Central Depository Services(India) Limited (CDSL). The ISIN (International Securities Identification Number) No.allotted to the Company is INE103E01016.
LISTING OF SHARES
The Company's shares are listed on the BSE Ltd. It has paid the listing fees of thesaid exchange for the period upto 31st March 2020. Your Company has not been delisted onthis exchange for non-payment of listing fees.
The assets of the company have been adequately insured against all possible risks withICICI Lombard General Insurance Co Ltd & United India Insurance Co. Ltd.
Your company's website address is www.samratpharmachem.com. The performance of theCompany is regularly updated and made available on this website. The website providesother vital information about the Company.
SAFETY HEALTH & ENVIRONMENT (SHE) POLICY
As a responsible corporate citizen the Company is fully aware of its responsibilitiesfor protection of the environment and to provide its employees a safe and hazard free workplace. The Company has adopted a Safety Health & Environment Policy that applies toall employees and activities. The work culture encourages total involvement and commitmentof the employees to the SHE Policy.
Some of the activities carried out during the year are as follows.
Providing necessary equipment's and apparatus required for the safe operation of themanufacturing activities
Observing the rules and regulations with regard to safety & precaution
Consulting emergency control management team to monitor the safety of the plant
Conducting regular safety audit
Encouraging the workforce to use protective equipment's and maintain cleanliness
Conducting seminars to impart knowledge to employees on safe operations
Organising safety week to create safety awareness Health:
Conducting medical health checkup for all the employees of the Companyperiodically
Conducting lecture meetings for providing guidance and counselling on matters ofhealth diet and exercise
Conducting seminars to impart knowledge on meditation yoga and anti-stress therapy
Ensuring smooth functioning of the effluent treatment plant with respect to airwater and solid waste.
Updating the ETP plant to make it more nature friendly
Proper monitoring of the pollution levels in and around the plants
Planting trees in and around the factory
Complying with the prescribed norms of pollution control
As on 31st March 2019 the total number of employees on the payroll of the company were29. Industrial relations with employees at various levels continue to be cordial.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In pursuance to the provisions of the Companies Act 2013 and Articles of Associationof the company Mr. Rajesh Mehta Director retires by rotation and being eligible hasoffered himself for re-appointment.
Mr. Mahendra Indulal Pipalia and Mr. Samir Harsukhrai Kothary were appointed asIndependent Directors for a period of 5 (five years) w.e.f. 27th September 2014. Based onthe recommendation of the Nomination and Remuneration Committee their re-appointment fora second term of 5 (five years) w.e.f. 27th August 2019 are proposed at the ensuingAnnual General Meeting ("AGM") for the approval of the Shareholders by way ofSpecial Resolutions.
The company has received declaration from all the independent directors confirming thatthey meet the criteria of independence as prescribed under section 149(6) of the CompaniesAct 2013.
The company has devised a policy for the performance evaluation of independentdirectors Board committees and other individual directors which include criteria forperformance evaluation of non-executive directors and executive directors. The manner inwhich the evaluation is carried out has been explained in the Corporate Governance Report.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
Your company has no subsidiaries joint ventures or any associate companies during theyear.
MEETING OF THE BOARD
During the year under review seven (7) Board Meetings were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013. Forfurther details please refer to the Corporate Governance Report attached to this AnnualReport.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of the 3 Directors namely Mr.Samir Kothary (Chairman) and Mr. Mahendra Pipalia and Ms. Renu Dharod as other members ofthe committee.
This committee recommends and reviews the appointment and remuneration of Directors. Ithas adopted a policy which deals with the appointment and remuneration of directors andkey managerial personnel. The adopted policy decides about the manner of selection ofexecutive directors key managerial personnel and independent directors. The policy alsodecides about the criteria to be followed for recommending the remuneration of directorsand key managerial personnel.
The Board of Directors have carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provision of Act and theCorporate Governance requirement as prescribed by Securities and
Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations"). The performance of Board wasevaluated by the Board of Directors after seeking inputs from all directors on the basisof criteria such as Board Composition & Structure Effectiveness of Board ProcessInformation and functioning etc.
In separate meeting of Independent directors' performance of Non-Independent Directorsperformance of the Board as whole and performance of Chairman was evaluated taking intoaccount the views of executive directors and non-executive directors.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite (www.samratpharmachem.com). These policies are reviewed periodically by the Boardand updated based on need and new compliance requirement.
Policies adopted by the Company:
|Name of the policy ||Web link |
|Archival Policy ||http://www.samratpharmachem.com/archival-policy/ |
|Appointment of Independent Directors Policy ||http://www.samratpharmachem.com/independent-director-terms-and- conditions-of-appointment/ |
|Related Party Transactions & its Materiality Policy ||http://www.samratpharmachem.com/policy-on-related-party- transactions-and-its-materiality/ |
|Whistle-blower Policy ||http://www.samratpharmachem.com/whistleblower-policy/ |
|Materiality of Events Policy ||http://www.samratpharmachem.com/policies/materiality-of-events- policy/ |
|Preservation of Documents Policy ||http://www.samratpharmachem.com/policy-on-preservation-of- documents/ |
|Insider Trading Policy ||http://www.samratpharmachem.com/insider-trading-policy/ |
|Quality Policy ||http://www.samratpharmachem.com/quality-policy-2/ |
|SHE Policy ||http://www.samratpharmachem.com/policies/she-policy/ |
|Corporate Social Policy ||http://www.samratpharmachem.com/policies/corporate-social-policy/ |
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
| || || || ||(` lakh) |
|Name & Designation ||Remunerati on Paid FY 2018-19 ||Remunerati on Paid FY 2017-18 ||Increase in remuneration from previous year ||Ratio/Times per Median of employee remuneration |
|1 Mr. Lalit Mehta CMD ||1800000 ||1800000 ||0 ||11.16 |
|2 Mr. Rajesh Mehta ED ||1740000 ||1740000 ||0 ||10.78 |
|3 Mr. Megh Mehta ED ||900000 ||900000 ||0 ||5.58 |
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors reportthat: -
1. That the preparation of accounts for the Financial Year ended 31st March 2019 theapplicable accounting standards read with requirements set out under Schedule III of theAct have been followed along-with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the FinancialYear and the Profit or Loss of the Company for the year on that date;
3. That the Directors have 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' have prepared the accounts for the financial year ended 31stMarch 2019 on a going concern basis.
5. That the Directors have laid down internal financial control to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and
6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such system are adequate and operatingeffectively
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by the managementand the relevant board committees including the audit committee the board is of theopinion that the company's internal financial controls were adequate and effective duringthe financial year 2018-19.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required under regulation 34 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.
CORPORATE GOVERNANCE & SHAREHOLDERS INFORMATION
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations
2015 ("SEBI Listing Regulations") the Company has executed fresh ListingAgreement with the Stock Exchanges. Though the regulation nos. 17 to 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to theCompany due to its paid up capital & net worth remain below threshold limit yet theCompany has provided corporate governance report voluntarily as a good corporate practice.
SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
During the year under review there were no cases reported pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Audit committee comprises 3 Directors namely Mr. Mahendra Pipalia (Chairman) Mr.Samir Kothary (Member) & Ms. Renu Dharod (Member). All the recommendations made by theAudit Committee was accepted by the Board.
M/s. Shah & Savla LLP Chartered Accountants (FRN : 109364W / W100143) wereappointed as Statutory Auditors of the Company for the period of 5 consecutive years at24th AGM of the Company to hold office till the conclusion of 29th AGM to be held in theCalendar Year 2021.
The report of Statutory Auditors alongwith notes to schedules is a part of the AnnualReport. There has been no qualification reservation adverse remark or disclaimer givenby the Auditors in their report. Further there is no incident of fraud requiring reportingby Auditors under section 143(12) of the Companies Act 2013.
Pursuant to 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. A. A. Mulla & Associates a firm of company Secretaries in practice toundertake the Secretarial Audit of the Company for the financial year 2019-20. TheSecretarial Audit Report submitted by the Secretarial Auditor is enclosed herewith as apart of this report and shown as Annexure I.
RELATED PARTY TRANSACTION / DISCLOSURE
There are no related party transactions made by the company during the year. AOC-2report is attached to this report as Annexure II.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual report is given inthe Annexure III in the prescribed Form MGT-9 which forms part of this report.
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.
PARTICULARS OF EMPLOYEES
Under the provision of Section 197(12) of the Companies Act 2013 read with Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) 1956read with Companies (Particulars of Employees) Rules 2014 the particulars of theemployees as required to be mentioned in the Annual Report is not applicable to thecompany.
SHARES ISSUED UNDER EMPLOYEE STOCK OPTION SCHEME (ESOS)
No shares have been issued to the employees under Employee Stock Option Scheme (ESOS)during the year.
The Company has not invited and accepted deposits from the public during the financialyear ended 31st March 2019.
DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE EARNING & OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to the provisions ofSection 134 of the Act read with Rule 8 of the Companies (Accounts Rules) 2014 is givenhereunder.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company continues to explore & implement measures that will help inconservation and saving of energy.
Measures taken & benefits derived are as follows:
Hot water coming from steam traps is recycled & used as boiler feed water.
Using economiser effectively to pre-heat boiler feed water.
Timely & routine preventive maintenance of boiler.
Improvement in unit operations leading to reduction in processing time inreactor centrifuge drier & other equipment's to minimize use of electricity.
Hot water coming from steam traps is recycled & used as boiler feed water.
The management has focused on productivity and quality improvement in order to optimizemanufacturing costs. This has helped in achieving optimum manufacturing costs improvedquality of products and consequently enhanced customer satisfaction. The company usesindigenous technology.
FOREIGN EXCHANGE EARNINGS AND OUTGO
|Foreign exchange earned F.O.B. Value of export of finished goods (Previous year Rs. 98005869) ||Rs. 183945613 |
|Foreign exchange used Import of raw materials (Previous year Rs. 651457794) ||Rs. 844021975 |
The Directors wish to place on record their appreciation towards all associatesincluding customers suppliers financial institutions bankers employees consultantsshareholders and to all those who have extended their committed support to the progress ofthe Company.
| ||By order of the Board of Directors |
| ||For Samrat Pharmachem Limited |
|Place : Mumbai ||Lalit Mehta |
|Date : 30 May 2019 ||Chairman & Managing Director |
| ||DIN : 00216681 |