ALL AMOUNTS IN INDIAN RUPEES (`) EXCEPT SHARE DATA AND WHERE OTHERWISE STATED
Shree Ganesh Remedies Ltd. Dear Shareholders
The Directors have pleasure in presenting TWENTY THIRD ANNUAL REPORT alongwith AuditedStatement of Accounts of the Company for the year ended 31st March 2018. (` in Lacs)
|Particulars || |
| || |
31 MARCH 2018
31 MARCH 2017
|Sales Income including other income ||2924.57 ||2032.49 |
|Less : Expenditure ||2213.50 ||1583.04 |
|Earning before interest Dep. & Tax ||711.07 ||449.45 |
|Less : Depreciation ||59.60 ||54.52 |
|Earning before interest & Tax ||651.47 ||394.93 |
|Less : Interest ||3.90 ||0.29 |
|Profit before Tax ||647.57 ||394.63 |
|Provision for Tax ||176.59 ||131.36 |
|Provision for deferred Tax ||2.24 ||(0.56) |
|Prior period adjustment ||Nil ||Nil |
|Profit carried forward from previous year ||1472.64 ||1215.55 |
|Written of Assets as per companies Act 2013 ||Nil ||6.75 |
|Dividends Issue ||106.34 ||Nil |
|Bonus share issue ||549.61 ||Nil |
|Profit transfer to Balance sheet ||1285.42 ||1472.64 |
Your Company delivered yet another year of consistent and profitable growth. During theyear the company has earned total income of `. 272612194.32/- (Previous year `198587534). The Company continues to operate only in one segment i.e. pharmaceuticalsintermediates and there is no change in the nature of Business of the Company. After allthe financial adjustments the company has earned a net profit after tax of`.46873336.67/- (Four Crore Sixty Eight Lacs Seventy Three Thousand Three HundredThirty Six Only).
Your Company is in process of acquisition of a Plot in GIDC to expand its productioncapacity. This acquisition is very strategic and will lead the Company to greater heightsof production Capacity.
Launch Of New Products
Your company is keen on developing and manufacturing new products. For this yourcompany has already applied for for environment clearance to the respective departments.
Your Directors have recommended a Final Dividend of `.1 (i.e. 10%) per equity share forthe financial year ended 31st March 2018 subject to approval of members in the ensuingAnnual General Meeting. The final dividend will absorb `10848594/- including DividendDistribution Tax of `.1877238/-.during the year under review.
The amount of profit of `.46873336.67/- is transferred to the Reserve and SurplusAccount Review Of Business Operations And Future Prospects
The company has accumulated profits at the end of the Financial Year. In order toimprove the performance further the Company continues its focus on cost efficienciesimproving product quality and developing capabilities for servicing the stringentrequirements of customers.
Your Company has boosted its sales and thus the profitability by increasing theproduction capacity by installing new machines for forward and backward integration. Thishas helped us to tap the big names in the industry and there after building up ourcustomer range. Our focus is on optimal utilization of resources less cost and moreprofit.
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.
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company and its future operation.
Share Capital Structure
The Issued Subscribed and Paid-up equity share capital as on 31st March 2018 was `.89713560 divided into 8971356 shares of `.10/- each. There were following Allotmentsmade during the year. During the year under review the Company has made the Bonus Issue ofthe 5496130 Equity Shares and 2376000 shares were allotted pursuant to Initial PublicOffer.
Meetings Of The Board
The Board met seven 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 34of SEBI (LODR) Regulations 2015 therequired disclosures for the year ended 31.03.2018 are annexed hereto. The equity sharesof the Company are listed on the BSE Ltd on SME platform.
Declaration By Independent Directors
The Company has received necessary declarations from each Independent Director of theCompany 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.
As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the formal annual evaluation was carried outfor the Boards own performance its committee & Individual directors. Theperformance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee memberson the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of criteria such as the contributionof the individual Director to the Board and Committeemeetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc. 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 theboard as a whole and performance of the Chairman wasevaluated taking into account the views of the ExecutiveDirectors and Non-ExecutiveDirectors. The same was discussed in the Board meeting that followed the meeting oftheIndependent Directors at which the performance of the Board its committees andindividual Directors was alsodiscussed. Performance evaluation of Independent Director'swas done by the entire Board excluding the Independent Directors being evaluated.
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.
Dematerialisation Of Securities
Your Companys Equity shares are admitted in the System of Dematerialization byboth the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreementthrough Registrar and Share Transfer Agent M/s Big share Services Pvt. Ltd. The Investorsare advised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE414Y01015. Total Share dematerialized up to 31st March 2018were 8533998 which constitute 95.12% of total capital. Your Directors request all theshareholders to dematerialize their shareholding in the company as early as possible.
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.
Directors Retiring By Rotation
Mr. Hasmukh Manubhai Kothia shall retire by rotation at the ensuing Annual GeneralMeeting as per provisions of Law. He is eligible for reappointment and has offered himselffor directorship of the company. Your directors recommend for his reappointment.
Change Of Directors
Mr. Priyam Surendra Shah (DIN: 06858411) and Vaishaliben Kanjibhai Vadodariya (DIN:08061214) were appointed as Additional Independent Director of the Company to hold officeupto the date of ensuing Annual General Meeting.
Your Company has received notices from shareholders proposing the candidature of Mr.Priyam Surendra Shah (DIN: 06858411) and Vaishaliben Kanjibhai Vadodariya (DIN: 08061214)for appointment as Director at the ensuing Annual General Meeting.
During the year under review Mr. Jayesh Kishanlal Savjani was appointed as Director ofthe Company and Mr. Surendra N. Shah and Ms. Pooja Chandrakant Koladiya had resignedduring the year.
Directors Responsibility Statement
Pursuant to the requirement under section 134(3)(C)of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
1 In the preparation of the annual accounts for the financial year ended 31st March2018 as far as possible and to the extent if any accounting standards mentioned by theauditors in their report as not complied with all other applicable accounting standardshave been followed along with proper explanation relating to material departure;
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 this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4 The Directors have prepared the annual accounts on a going concern basis; and
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 were 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 will be considered as an Independent Director ifhe / she meets with the criteria for Independence as laid down in the ActRegulation 16 of the SEBI Listing Regulations and 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 companys businesses.
Additional Positive Attributes: (a)
The Directors should not have any other pecuniary relationship with your Company itssubsidiaries associates or joint ventures and the Companys promoters except asprovided under law.
(b) The Directors should maintain an arms length relationship between themselvesand the 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 Companys Remuneration Policy are as followsRemuneration 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) 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 Companys Policy Particulars OfEmployees
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 2017-18.
Details Of Related Parties Transactions Purusant To Section 188(1) Of The CompaniesAct 2013
The Company is not entering into related parties transactions for sale/purchase ofgoods or services at preferential prices. However all the transactions in the nature ofsales/purchase of goods or services are made on arms length basis. The same werereported to the Board at every meeting and Board took a note of the same and approved.Other details for inter corporate financial transactions or remuneration and otherbenefits paid to directors their relatives key managerial personnel etc. are given asper requirements of AS 18. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 information pertaining to related parties are givenin Form AOC-2below Annexure - 3.
Details Of Loans Guarantees And Investments U/S 186 Of The Companies Act 2013
During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesmade thereunder the Board of Directors has appointed M/s Dipali Kapadia &Associates.Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of theCompany for the Financial Year 2017-18. The report submitted by the Secretarial Auditor inForm MR-3 is attached to this report as Annexure - 4. The remark of secretarial auditor isself explanatory in nature.
The Board of Directors recommends appointment of M/s. Rushik J Patel & Co.Chartered Accountants (Firm Registration No: 135751W) as Statutory Auditors of the Companyin place M/s. S R M B & Co Chartered Accountants who has tendered the letter ofunwillingness to continue as the Statutory Auditor of the Company. The Board of Directorsof the Company at its meeting held on August 24 2018 have appointed M/s. S R M B &Co. Chartered Accountants (Firm Registration No: 141679W) as Statutory Auditors of theCompany subject to approval of shareholders at ensuing Annual General Meeting to holdoffice from the conclusion of 23rd Annual General Meeting till the conclusion of 27thAnnual General Meeting.
The Board recommends to the members of the Company approval of appointment M/s. RushikJ Patel
& Co. Chartered Accountants (Firm Registration No: 135751W) as the StatutoryAuditors of the Company. Your Company has received a letter from M/s. Rushik J Patel &Co. Chartered Accountants (Firm Registration No: 135751W) to the effect that theirappointment if made would be under the second and third proviso to Section 139 (1) ofthe Companies Act 2013 and that they are not disqualified within the meaning of Section141 of the Companies Act 2013 read with Rule 4(1) of the Companies (Audit and Auditors)Rules 2014.
The Auditors Report does not contain any qualification reservation or adverseremark Extract Of Annual Return
In compliance with Section 134(3)(a) of the Act an extract of Annual Return in theprescribed format is appended to this report as Annexure - 5.
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 - 6.
As required by the SEBI Listing Regulations the report on Corporate Governance as wellas the Practicing Company Secretarys Certificate regarding compliance of conditionsof Corporate Governance form part of the Annual Report. All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct for the year2017-18. 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 7.
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 Companys 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 Management ofbusiness and operational risks f Compliance with applicable statutes Risk Management
Your Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted proper system of InternalControl and Risk Management to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and that the transactions areauthorized recorded and reported quickly.
Corporate Social Responsibility (CSR) Initiatives
The net profit for the year ended 31st March 2018 does not exceeds Rupees Five Crores.Therefore Section 135 of the Companies Act 2013 does not apply.
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.
Your Directors place on record their sincere appreciation for the valuable support andco-operation as received from Government Authorities Financial Institutions Banks andall stake holders during the year. Directors are also thankful for the support extended byCustomers Suppliers and contribution made by the employees at all level. Directors wouldalso like to acknowledge continued patronage extended by Companys shareholders inits entire endeavor.
|On Behalf Of The Board Of Directors || || |
|For Shree Ganesh Remedies Limited || || |
|Director ||-Sd/- ||Place: Ankleshwar |
|Director ||-Sd/- ||24th August 2018 |