ALL AMOUNTS IN INDIAN RUPEES (`) EXCEPT SHARE DATA AND WHERE OTHERWISE STATED
Shree Ganesh Remedies Ltd. Dear Shareholders
Your directors have pleasure in presenting herewith the 24th Annual Report along withits Audited Financial Statements for the year ended on 31st March 2019 of your Company.
Summarized Financial Results
The Financial performance of the company during the year is as under: in lakhs)
|Particulars ||AS AT 31 MARCH 2019 ||AS AT 31 MARCH 2018 |
|Sales Income including other income ||3647.96 ||2924.57 |
|Less : Expenditure ||2664.90 ||2213.50 |
|Earning before interest Dep. & Tax ||983.06 ||711.07 |
|Less : Depreciation ||103.81 ||59.60 |
|Earning before interest & Tax ||879.24 ||651.47 |
|Less : Interest ||12.61 ||3.90 |
|Profit before Tax ||866.63 ||647.57 |
|Provision for Tax ||219.45 ||176.59 |
|Provision for deferred Tax ||23.80 ||2.24 |
|Prior period adjustment ||Nil ||Nil |
|Profit carried forward from previous year ||1285.42 ||1472.64 |
|Written of Assets as per companies Act 2013 ||Nil ||Nil |
|Dividends Issue ||108.49 ||106.34 |
|Bonus share issue ||Nil ||549.61 |
|Profit transfer to Balance sheet ||1800.32 ||1285.42 |
Your Company delivered yet another year of consistent and profitable growth. During theyear the company has earned total income of 364795835(Previous year 292456637). TheCompany continues to operate only in one segment i.e. pharmaceuticals intermediates andthere is no change in the nature of Business of the Company. After all the financialadjustments the company has earned a net profit after tax of 63755444 (Six CroreThirty Seven Lacs Fifty Five Thousand Four Hundred Forty Four Only).
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements are available on www.ganeshremedies.com. These documents will also be availablefor inspection during working hours at the registered office of your Company atAnkleshwar Gujarat. Any member interested in obtaining such document may write to theCompany Secretary and the same shall be furnished on request.
Your Directors have recommended a Final Dividend of 1.25 (i.e. 12.50%) per equity sharefor the financial year ended 31st March 2019 subject to approval of members in theensuing Annual General Meeting. The final dividend will absorb 13519305/- includingDividend Distribution Tax of 2305110 /- during the year under review.
The amount of profit of 63755444 is transferred to the Reserve and Surplus Accountfor the year under review.
Your Company delivered yet another year of consistent and profitable growth. During theyear the company has earned total income of 364795835 (Previous year 292456637). TheCompany continues to operate only in one segment i.e. pharmaceuticals intermediates andthere is no change in the nature of Business of the Company. After all the financialadjustments the company has earned a net profit after tax of 63755444 (Six CroreThirty Seven Lacs Fifty Five Thousand Four Hundred Forty Four Only).
Your company has successfully commenced the commercial production at the new productionplant at GIDC Ankleshwar.
Details Of The Associates/ Joint Venture / Subsidiaries Comapanies
The company does not have holding or subsidiary companies during the year and no othercompany has become holding / subsidiary/ joint venture.
Share Capital Structure
The Issued Subscribed and Paid-up equity share capital as on 31st March 2019 was89713560 divided into 8971356 shares of 10/- each. There were no Allotments madeduring the year.
Meetings Of The Board
The Board met Five times during the financial year. Details of meetings are given inthe Corporate Governance Report annexed herewith and forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.
In conformity with provision of Regulation 34 of SEBI (LODR) Regulations 2015 therequired disclosures for the year ended 31.03.2019 are annexed hereto. The equity sharesof the Company are listed on the BSE Ltd on SME platform. Declaration By IndependentDirectors The Company has received necessary declarations from each Independent Directorof the Company confirming that he/she met with the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought processes at the back of varied industrialand management expertise gender knowledge and geographical background. The Companyfollows diverse Board structure. Board Evaluation As per the provisions of the CompaniesAct 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 theformal annual evaluation was carried out for the Board's own performance its committee& Individual directors. The performance of the committees was evaluated by the Boardafter seeking inputs from the committee members based on the criteria such as thecomposition of committees effectiveness of committee meetings The Board and theNomination and Remuneration Committee ("NRC") reviewed the performance of theIndividual Directors on the basis of criteria such as the contribution of the individualDirector to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings Code ofconduct etc. In addition the Chairman was also evaluated on the key aspect of his role.
In a separate meeting of independent Directors performance of non-independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed. Performance evaluation of Independent Director'swas done by the entire Board excluding the Independent Directors being evaluated.
Changes In Key Managerial Personnel
There are no changes in the Key Managerial Personnel during the year under reviewhowever Mr. Ashokkumar Kothia and Mr. Hasmukhbhai Kothia are appointed as Whole TimeDirectors with effect from May 18 2019.
Conservation Of Energy Technology Absorption And Foreign Exchange Earnings And Outgo
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 particulars relating to conservation of Energy R & DTechnology absorption and Foreign Exchange earnings / outgo are separately provided in theannexure to the Directors' Report as Annexure - 1 .
Health Safety And Environment
Safety and occupational health responsibilities are integral to your Company's businessprocess. Safety is a key performance indicator and your Company is committed to ensuringzero harm to its employees to any person in the Company premises and to the community.The Company is continuously focusing on improved training new initiatives andcommunications enhancing safety in the work place. Apart from safety initiatives yourCompany is also focusing on environment protection policy.
The Company has obtained necessary approvals from concerned Government Department /Pollution Control Board.
Pursuant to Section 152 of Companies Act 2013 Shri Ashokkumar Manubhai Kothia shallretire by rotation at the ensuing Annual General Meeting being eligible offers himself forreappointment.
Pursuant to the provisions of Sections 149 150 152 read with Schedule IV of theCompanies Act 2013 Ms. Jigisha Jivrajbhai Kakadiya (DIN: 07740499) has been appointed asadditional director on the Board of the Company with effect from May 18 2019 in place ofMs. Vaishaliben Vadodariya who resigned from the directorship of the Company.
Director's Responsibility Statement
In terms of section 134 Clause (c) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2018-19 the Board of Directors state:
1 In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed;
2 The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year andprofit and loss account of the Company for that period;
3 The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4 The Directors have prepared the annual accounts on a going concern basis
5 The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
6 The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Appointment Of Directors And Criteria For Determining Qualifications PositiveAttributes Independence Of A Director
The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of your Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated to theappointee. The NRC has formulated the criteria for determining qualifications positiveattributes and independence of Directors in terms of provisions of Section 178 (3) of theAct and the SEBI Listing Regulations 2015 as stated under: Independence: A Director willbe considered as an Independent Director' if he / she meets with the criteria forIndependence' as laid down in the Act Regulation 16 of the SEBI Listing Regulationsand the Governance Guidelines.
Competency: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board comprises a mix of members with different educational qualificationsknowledge and who possess adequate experience in banking and finance accounting andtaxation economics legal and regulatory matters consumer industry hospitality sectorand other disciplines related to the company's businesses.
Additional Positive Attributes:
(a) The Directors should not have any other pecuniary relationship with your Companyits subsidiaries associates or joint ventures and the Company's promoters except asprovided under law.
(b) The Directors should maintain an arm's length relationship between themselves andthe employees of the Company as also with the directors and employees of itssubsidiaries associates joint ventures promoters and stakeholders for whom therelationship with these entities is material.
(c) The Directors should not be the subject of proved allegations of illegal orunethical behavior in their private or professional lives.
(d) The Directors should have the ability to devote sufficient time to the affairs ofyour Company. Remuneration Policy
Your Company had adopted a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and the SEBI Listing Regulations.
The key principles governing your Company's Remuneration Policy are as follows:Remuneration to Managing Director / Whole-time Directors
(a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.
(b) b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.
Remuneration to Non- Executive / Independent Directors
(a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.
(b) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.
(c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share-based payment schemes of the Company.
(d) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied: (i) The Services are rendered by such Director in his capacity as theprofessional; and (ii) In the opinion of the Committee the director possesses therequisite qualification for the practice of that profession.
Remuneration to Key Managerial Personnel Senior Management and other employees
The remuneration to Key Managerial Personnel Senior Management and other employeeshall consist of fixed pay and incentive pay in compliance with the provisions of theCompanies Act 2013 and in accordance with the Company's Policy.
Particulars Of Employees
A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure - 2 to this report.
No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2018-19.
Details Of Related Parties Transactions Purusant To Section 188(1) Of The CompaniesAct 2013
Pursuant to the provisions of section 188 of Companies Act 2013. All the related partytransactions entered into during the financial year under review were in ordinary courseof business and on an arm's length basis. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Accordingly information in form AOC-2 is not annexed.
All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are placed before the Audit Committee and the Board ofDirectors for their review and approval on a quarterly basis Other details for intercorporate financial transactions or remuneration and other benefits paid to directorstheir relatives key managerial personnel etc. are given as per requirements of AS 18.Details Of Loans Guarantees And Investments U/S 186 Of The Companies Act 2013 During theyear under review the Company has not made any inter corporate loans investments givenany corporate guarantee to any other body corporate subsidiary associate or any othercompany. Auditors Secretarial Auditors Pursuant to the provisions of Section 204 of theCompanies Act 2013 read with rules made thereunder the Board of Directors has appointedM/s Vishal Thawani & Associates. Practicing Company Secretaries as SecretarialAuditor to conduct Secretarial Audit of the Company for the Financial Year 2018-19. Thereport submitted by the Secretarial Auditor in Form MR-3 is attached to this report asAnnexure - 3. The remark of secretarial auditor is self-explanatory in nature.
M/s. Rushik J Patel & Co. Chartered Accountants an Auditors firm was appointed asStatutory auditors of the company in the last Annual General Meeting. As per Rule 6(3) ofthe Companies (Audit and Auditors) Rules 2014 they are eligible to continue as thestatutory auditors. They have confirmed that they are not disqualified from continuing asAuditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
Extract Of Annual Return
In compliance with Section 134(3)(a) of the Act an extract of Annual Return in formMGT-9 is appended to this report as Annexure - 4.
Management Discussion And Analysis Report
Management discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained separately Annexure -5.
As required by the SEBI Listing Regulations the report on Corporate Governance as wellas the Practicing Company Secretary's Certificate regarding compliance of conditions ofCorporate Governance form part of the Annual Report. All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct for the year2018-19. A declaration to this effect signed by the Managing Director of the Company iscontained in this Annual Report. The Managing Director and CFO have certified to the Boardwith regard to the financial statements and other matters as required under the ListingRegulations. The abovementioned Corporate Governance Report is annexed to this Report asAnnexure 6 .
The Fixed Assets and Stocks of your Company are adequately insured. Significant AndMaterial Orders
There are no significant and material orders passed by any regulator or court ortribunal impacting the going concern status and your Company's operations in future.
Internal Control System
Your Company has in place an adequate system of internal controls. The effectiveness ofinternal controls is reviewed through the internal audit process. Reports of internalauditors are reviewed by management and Audit Committee of the Company from time to timeand desired actions are initiated to strengthen the control and effectiveness of thesystem. The focus of these reviews is as follows: a Identify weaknesses and areas ofimprovement b Compliance with defined policies and processes c Safeguarding of tangibleand intangible assets d Management of business and operational risks e Compliance withapplicable statutes Risk Management Your Company has an Internal Financial Control Systemcommensurate with the size scale and complexity of its operations. Your Company hasadopted proper system of Internal Control and Risk Management to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thatthe transactions are authorized recorded and reported quickly.
Corporate Social Responsibility (CSR) Initiatives
The net profit for the previous year ended 31st March 2018 does not exceeds Rupees FiveCrores. Therefore Section 135 of the Companies Act 2013 does not apply in the Financialyear 2018-19.
Material Changes And Commitments
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.
As the Act permits paperless compliances and as a measure of green initiative weappeal to all those members who have not registered their e-mail addresses so far arerequested to register their e-mail address in respect of electronic holding with theirconcerned Depository Participants and/or with the Company.
Certification From Company Secretary In Practice
M/s Vishal Thawani & Associates Practicing Company Secretary has issued acertificate required under the Listing Regulations confirming that none of the directorson Board of the Company has been debarred or disqualified from being appointed orcontinuing as director of the Company by the SEBI/Ministry of Corporate Affairs or anysuch statutory authority. The certificate is enclosed with this report.
Your Directors place on record their sincere appreciation for the valuable support andco-operation as received from government authorities Financial Institutions Banks andARCs during the year. Directors are also thankful for the support extended by CustomersSuppliers and contribution made by the employees at all level. Directors would also liketo acknowledge continued patronage extended by Company's shareholders in its entireendeavor.
|On Behalf Of The Board Of Directors || |
|For Shree Ganesh Remedies Limited || |
|Sd/- || |
|Chandulal Manubhai Kothia (DIN: 00652806) || |
|Managing Director ||Place: Ankleshwar |
|Sd/- || |
|Hasmukhbhai Manubhai Kothia (DIN: 01076206) || |
|Director ||18th May 2019 |