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Directors Report of NGL Fine - Chem Ltd.
Mar 31, 2025
The Board of Directors are pleased to present the Company''s Forty Fourth Annual Report and the Company''s audited financial statements (consolidated and standalone) for the financial year ended 31st March 2025.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2025 are as follows:
|
(Rupees In Lakh) |
||||
|
(Standalone) |
(Consolidated) |
|||
|
Year ended 31.03.2025 |
Year ended 31.03.2024 |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
|
|
Revenue from Operations |
3,59,29.35 |
3,28,97.29 |
3,68,25.67 |
3,38,68.84 |
|
Profit before tax from continuing operations |
23,88.27 |
50,70.84 |
27,71.42 |
54,41.70 |
|
Tax Expenses (Including Deferred Tax) |
-5,73.99 |
-12,18.89 |
-6,59.00 |
-13,10.03 |
|
Profit after Tax |
18,14.28 |
38,51.94 |
21,12.43 |
41,31.67 |
|
Total Comprehensive Income for the year |
17,89.98 |
38,36.62 |
20,88.39 |
41,16.39 |
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY''S AFFAIRS
During the year under review, your company achieved total revenue from operations of C3,59,29.35 lakh (previous year C3,28,97.29 lakh) resulting in increase of 9.22% over the previous year. The profit after tax (including other comprehensive income) is at C 17,89.98 lakh (previous year C 3836.62 lakh resulting in decrease of 53.34%.
The growth in sales has been primarily driven by higher volumes, indicating strong demand for the company''s products. However, it is noteworthy that while volumes have improved, the per unit realization for some products has declined, suggesting a pricing pressure or a shift in product mix towards lower-priced items. Despite this, the overall sales increase demonstrates the company''s operational strength and market reach.
During the year under review, there has been no change in the Share Capital of the Company. The authorized share capital of the Company, as on 31st March, 2025 aggregates C 5,00,00,000/- (Rupees Five Crore) which is divided into 1,00,00,000 (One Crore) Equity Shares of C 5/- each, whereas the issued share capital of the Company comprises of 61,78,024 equity shares of C 5/- each aggregating to C3,08,90,120/- (Rupees Three Crore Eight Lakh Ninety Thousand One Hundred and Twenty).
Your directors recommend dividend of C1.75 per fully paid up equity share of C 5/- each per fully paid up equity share aggregating to C 108.12 lakh.
Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), the top 1000 listed entities based
on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company''s website at https://www.nglfinechem.com/images/pdf/dividend-distribution-policy.pdf
6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.
The greenfield expansion at Tarapur is under erection. The company commissioned a part of Phase I of the expansion project in March 2025. The entire expansion is scheduled for completion by January 2026.
Demand in the veterinary API (Active Pharmaceutical Ingredient) sector continues to exhibit a positive trend, although the growth rate has moderated compared to previous years. This deceleration may be attributed to market normalization post-pandemic, inventory adjustments across the supply chain, and evolving regulatory dynamics in key export markets. Despite persistent pricing pressures across several product categories, there are encouraging signs of demand recovery. This rebound in demand offers a promising opportunity for volume-led growth in the current financial year, which the company aims to leverage through strategic initiatives.
I n response to these market conditions, the company is actively working on expanding its product portfolio, with a focus on adding new high-demand APIs to cater to a broader customer base. Simultaneously, significant efforts are being directed towards streamlining production processes and improving operational efficiency. These measures are aimed at optimizing manufacturing costs, enhancing margins, and strengthening the company''s competitive position in both domestic and international markets. Together, these initiatives position the company to navigate
current challenges while building a foundation for sustainable growth.
8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the company https://www.nglfinechem.com/images/pdf/risk-management-policy.pdf
12. INTERNAL CONTROL SYSTEM
The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with
Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details of which are provided in attached Annexure B to Director''s Report.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 6 and 7 of the standalone financial statements. Also Company has not given any guarantee during the year under review.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements (note 36) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https://www.nglfinechem.com/images/pdf/rpt-policy-2025.pdf
16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.
17. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2024-2025.
https://www.nglfinechem.com/images/pdf/form-
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met four times on 21st May, 2024, 12th August, 2024, 8th November, 2025 and 7th February, 2025.
19. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm that:
¦ in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;
¦ the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period:
¦ the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
¦ the Directors had prepared the annual accounts on a going concern basis;
¦ the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively: and
¦ the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 21st May, 2025 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website:
https://www.nglfinechem.com/images/pdf/
remuneration-nomination-policy.pdf
22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
I n accordance with the provisions of Section 152(6) of the Companies Act, 2013, the members of the Company at the 43rd Annual General Meeting reappointed Mr. Rajesh Lawande (DIN: 00327301) Whole-Time Director, who was subject to retire by rotation.
I n accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Ajita Nachane (00279241) Non-Executive Non-Independent Director is liable to retire by rotation in this ensuing Annual General Meeting and being eligible she has offered herself for reappointment. Your Directors recommend her re-appointment. The board has on the recommendation of Nomination & Remuneration Committee approved the re-appointment of Mr. Rahul Nachane, as Managing Director for 3 consecutive years, and Appointment of Mr. Sudhir Deo, as an Independent Director for 5 consecutive years subject to approval of members in the ensuing Annual General Meeting.
23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy https://www. nglfinechem.com/images/pdf/terms-and-condition-of-appointment-of-independent-director.pdf
for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
24. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16( 1 )(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.
25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization program for Independent Directors is posted on Company''s website at https:// www.nglfinechem.com/images/pdf/details-familarisation-program-2025.pdf
The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded âSME 1â indicating highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB /Stable (Reaffirmed) and short-term rating is Crisil A2 (Reaffirmed). The company has also been rated by ICRA Ltd for bank borrowing and long-term rating has been reaffirmed as BBB /Stable and has reaffirmed the short-term rating as A2.
The Members of the Company at their 41st Annual General Meeting held on Thursday, 30th June, 2022 on the recommendation of Audit Committee re-appointed M/s. Manek & Associates, Chartered Accountants (FRN: 0126679W) as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting to be held in the year 2027.
The company has not proposed an Ordinary Resolution for ratification of appointment of Statutory Auditor for the Financial Year 2025-2026 because pursuant to the Companies (Amendment) Act, 2017, the same is omitted with effect from 7th May, 2018.
On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 22nd May, 2025 has appointed Mr. Kamal Dharewa from M/s. KD Practice Consulting Pvt. Ltd., Chartered Accountants, Mumbai, as internal auditors for financial year 2025-26.
29. SECRETARIAL AUDITORS
On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 22nd May, 2025 subject to the approval of shareholder at ensuing Annual General Meeting pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 amendment dated 12th December, 2024 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the consecutive period of 5 year from Financial Year 202526 till Financial Year 2029-2030 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Company Secretaries for the financial year 2024-2025 is annexed herewith and forms part of this report as Annexure E.
Secretarial Audit Report is not applicable to the Subsidiary, not being a material subsidiary.
30. COST AUDITORS
The Company has appointed M/s. Sanghavi Randeria & Associates, as Cost Auditors of the Company for the Financial Year 2025-2026.
31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Auditors'' Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure E which forms part of this report.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.
33. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance withthe conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure F.
34. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
Macrotech Polychem Private Limited is a wholly owned subsidiary of the Company. The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Company''s Subsidiary will be made available upon request. These documents will be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. to 4 p.m. at the Company''s Registered Office. The Subsidiary Companies Audited Accounts are available on the Company''s Website:
https://www.nglfinechem.com/images/pdf/audit-
financial-report-31st-march-2025.pdf
35. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: https://www.nglfinechem. com/images/pdf/vigil-mechanism-policy.pdf
36. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
37. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards
and updating the Independent Directors on key topics impacting the Company.
38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
Company and its promoters has received a Show Cause Notice dated 29th December, 2023 from SEBI for incorrect disclosures in shareholding pattern for the quarters from December 2002 to June, 2019 and making incorrect disclosures as required under regulation 30(1) of SAST regulation as required by Promoters and Promoter Group of the Company. Company had filed a settlement application as per SEBI (Settlement Proceedings) Regulations, 2018 to Show Cause Notice issued by SEBI. Pursuant to SEBI settlement order dated 28th January, 2025, the Company has paid C54,42,360/- and promoters and promoter group company have paid C12,59,700/- each towards settlement charges.
In the year 2022-23 the Company and its Officers received a notice from Hon''ble National Lok Adalat to answer to a charge for the offence punishable under Section 148 of the Companies Act, 2013 regarding non- submission of Cost Audit Report for the Financial Year 2014-15. The management is of the opinion that there is no non-compliance, as the said provisions are not applicable. The management is seeking suitable legal re-course. As on date of signing of this report, there is no further action from the concerned authority.
40. COMMITTEES OF THE BOARD
There are currently seven Committees of the Board, as follows:
¦ Audit Committee
¦ Corporate Social Responsibility Committee
¦ Nomination and Remuneration Committee
¦ Stakeholders'' Relationship Committee
¦ Risk Management Committee
¦ Administrative Committee
¦ Internal Complaint Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.
41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, should mandatorily include a Business Responsibility & Sustainability Report (âBRSRâ) from financial year 202223 onwards. The Company is not in Top 1000 list for last 3 years.
Further, in line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the financial year 2024-25, as Annexure H, describing the initiatives taken by the Company from an environmental, social and governance perspective.
The BRSR for the financial year 2024-2025 has also been hosted on the Company''s website, which can be accessed at https://www.nglfinechem.com/images/ pdfZbrsr-2025.pdf
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.
The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof -Not Applicable.
43. COST RECORDS AND COST AUDIT
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was applicable for the business activities carried out by the Company for the financial 2024-25. Accordingly, such accounts and records are made and maintained by the Company for the said period.
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www.nglfinechem.com/ disclosures-under-regulation.html#7
45. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
46. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.
Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
Mar 31, 2024
The Board of Directors are pleased to present the Companyâs Forty Third Annual Report and the Companyâs audited financial statements (consolidated and standalone) for the financial year ended 31st March, 2024.
The operating results of the Company for the year ended 31st March, 2024 are as follows:
|
(Rupees In Lakh) |
||||
|
Year ended 31st |
Year ended 31 st |
Year ended 31 st |
Year ended 31 st |
|
|
March, 2024 |
March, 2023 |
March, 2024 |
March, 2023 |
|
|
(Standalone) |
(Standalone) |
(Consolidated) |
(Consolidated) |
|
|
Revenue from Operations |
3,28,97.29 |
2,75,05.25 |
3,38,68.84 |
2,78,08.08 |
|
Profit before tax from continuing operations |
50,70.84 |
26,59.98 |
54,37.70 |
27,36.20 |
|
Tax Expenses (Including Deferred Tax) |
(12,18.89) |
(6,48.11) |
(13,10.03) |
(6,86.57) |
|
Profit after Tax |
38,51.94 |
20,11.87 |
41,27.67 |
20,49.63 |
|
Total Comprehensive Income for the year |
38,36.62 |
20,03.68 |
41,12.39 |
20,41.24 |
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY''S AFFAIRS
During the year under review, your company achieved total revenue from operations of '' 32,897.29 Lakh (previous year '' 27,505.25 Lakh) resulting in increase of 19.60% over the previous year. The profit after tax (including other comprehensive income) is at '' 3,836.62 Lakh (previous year '' 2,003.68 Lakh resulting in increase of 91.48%.
Demand for the Companyâs products has recovered during the current year, which is reflected in the sales growth. Various issues faced during the prior year such as de-stocking of inventories by customers, recessionary trends, etc. have been resolved. However geo-political issues continue along with foreign exchange scarcities in certain economies which affects the ability to buy for some customers.
During the year under review, there has been no change in the Share Capital of the Company. The authorised share capital of the Company, as on 31st March, 2024 aggregates '' 5,00,00,000/- (Rupees Five Crores) which is divided into 1,00,00,000 (One Crore) Equity Shares of '' 5/- each, whereas the issued share capital of the Company comprises of 61,78,024 equity shares of '' 5/- each aggregating to '' 3,08,90,120 /- (Rupees Three Crores Eight Lakhs Ninety Thousand One Hundred and Twenty).
Your directors recommend dividend of '' 1.75 per fully paid up equity share of '' 5/- each per fully paid up equity share aggregating to '' 108.12 Lakh.
Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the top 1,000 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Companyâs website at https://www.nglfinechem.com/images/pdf/dividend-distribution-p22.pdf
6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.
The greenfield expansion at Tarapur is under erection. While the investment had been slowed down in the previous year, the recovery in demand for the Companyâs products has given rise to accelerate the pace of erection and installation Civil work has been largely completed for the entire plant though machinery installation will proceed in planned phases to spread the capital expenditure over the next eighteen months. Demand recovery was seen during the current year though price realisations were lower as compared to
earlier years. Demand volume growth funnelled the increase in sales during the current year. API demand in the veterinary sector continues to demonstrate positive signals in view of the expanding livestock industry, focus on preventive care, digital transformation and telemedicine, rising pet ownership and spending and market expansion and penetration. The outlook for the coming years is positive and the Company hopes to utilise the opportunities offered.
8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There is no change in the nature of business of the Company.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directorsâ Report.
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company https://www.nglfinechem.com/images/pdf/risk-management-policy.pdf
The Companyâs internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details of which are provided in attached Annexure B to Directorsâ Report.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 5 and 6 of the standalone financial statements. Also, Company has not given any guarantee during the year under review.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs financial statements (note 36) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee
on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Companyâs website at https://www.nglfinechem.com/images/pdf/related-party-transaction-policy-dec-2021.pdf
16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2023-2024.
https://www.nglfinechem.com/images/pdf/ngl-mgt-7.
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met five times on 15th May, 2023, 4th August, 2023, 10th November, 2023, 12th February, 2024 and 18th March, 2024.
19. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
⢠That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
⢠That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2024, and that of the profit of the Company for the year ended on that date.
⢠That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
⢠That the annual accounts have been prepared on a going concern basis.
⢠The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
⢠The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 17th May, 2024 that the remuneration is as per the remuneration policy of the Company. The policy is available on the Companyâs website: https://www.nglfinechem.com/ images/pdf/remuneration-nomination-policy.pdf
22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr Dhananjay Mungale (DIN: 00007563) is appointed as Additional Non-Executive Independent Director of the Company w.e.f 18th March, 2024 and his appointment has been ratified by members by passing special resolution through postal ballot dated 20th April, 2024. Mr Milind Shinde (DIN: 01593560) on completing his 2nd term as Independent Director of the Company, ceased to be an Independent Director of the Company from 31st March, 2024.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, the members of the Company at the 42nd Annual General Meeting re-appointed Mrs Ajita Nachane (DIN: 00279241) Non-Executive Non-Independent Director, who was subject to retire by rotation.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr Rajesh Lawande (00327301) Whole-Time Director is liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has offered himself for reappointment. Your Directors recommend his re-appointment.
23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy https://www.nglfinechem.com/ images/pdf/terms-and-condition-of-appointment-of-independent-director.pdf for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.
24. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.
25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarisation program aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarisation program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes. The policy on Companyâs familiarisation program for Independent Directors is posted on Companyâs website at https://www.nglfinechem.com/images/pdf/details-familarisation-programmee-2024.pdf
The Company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded "SME 1" indicating highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB / Stable (Reaffirmed) and short-term rating is Crisil A2 (Reaffirmed). The Company has also been rated by ICRA Ltd for bank borrowing and long-term rating has been reaffirmed as BBB /Stable and has reaffirmed the short-term rating as A2.
The Members of the Company at their 41st Annual General Meeting held on Thursday, 30th June, 2022 on the recommendation of Audit Committee re-appointed M/s. Manek & Associates, Chartered Accountants (FRN: 0126679W) as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting to be held in the year 2027. The Company has not proposed an Ordinary Resolution for ratification of appointment of Statutory Auditor for the Financial Year 2024-2025 because pursuant to the Companies (Amendment) Act, 2017, the same is omitted with effect from 7th May, 2018.
On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 21st May, 2024 has appointed Mr Kamal Dharewa from M/s. KD Practice Consulting Pvt. Ltd., Chartered Accountants, Mumbai, as internal auditors for financial year 2024-25.
On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 21st May, 2024 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024-25 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the Secretarial Audit issued by M/s. HSPN & Associates LLP Company Secretaries for the financial year 2023-2024 is annexed herewith and forms part of this report as Annexure E.
Secretarial Audit Report is not applicable to the Subsidiary, not being a material subsidiary.
The Company has appointed M/s. Sanghavi Randeria & Associates, as Cost Auditors of the Company for the Financial Year 2024-2025.
31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Auditorsâ Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure E which forms part of this report.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure F.
34. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
Macrotech Polychem Private Limited is a wholly owned subsidiary of the Company. The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary.
The Audited Annual Accounts and related information of the Companyâs Subsidiary will be made available upon request. These documents will be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. to 4 p.m. at the Companyâs Registered Office. The Subsidiary Companies Audited Accounts are available on the Companyâs Website: https://www.nglfinechem.com/ images/pdf/audit-financial-report-31st-march-2024. pdf
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to Mr Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company: https://www.nglfinechem. com/images/pdf/vigil-mechanism-policy.pdf
36. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Boardâs functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards
and updating the Independent Directors on key topics impacting the Company.
38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future.
Company and its promoters have received a Show Cause Notice dated 29th December, 2023 from SEBI for incorrectly disclosures in shareholding pattern for the quarters from December 2002 to June, 2019 and making incorrect disclosures as required under regulation 30(1) of SAST regulation as required promoters of the Company. Company has filed a settlement application as per SEBI (Settlement Proceedings) Regulations, 2018 to Show Cause Notice and as on the date of this report there is no further action from SEBI towards the Company.
In FY 2022-23 the Company and its Officers received a notice from Honâble National Lok Adalat to answer to a charge for the offence punishable under Section 148 of the Companies Act, 2013 regarding non- submission of Cost Audit Report for the Financial Year 2014-15. The management is of the opinion that there is no noncompliance, as the said provisions are not applicable. The management is seeking suitable legal re-course. As on date of signing of this report, there is no further action from the concerned authority.
In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently seven Committees of the Board, as follows:
⢠Audit Committee
⢠Corporate Social Responsibility Committee
⢠Nomination and Remuneration Committee
⢠Stakeholdersâ Relationship Committee
⢠Risk Management Committee
⢠Administrative Committee
⢠Internal Complaint Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1,000 listed entities based on market capitalisation, should mandatorily include a Business Responsibility & Sustainability Report ("BRSR") from financial year 2022-23 onwards. The Company is not in Top 1,000 list for FY 2022-23 & FY 2023-24.
Further, in line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the financial year 2023-24, as Annexure H, describing the initiatives taken by the Company from an environmental, social and governance perspective.
The BRSR for the financial year 2023-24 has also been hosted on the Companyâs website, which can be accessed at https://www.nglfinechem.com/images/ pdf/audited-financials-report-31-march-2024.pdf
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.
The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof -Not Applicable.
43. COST RECORDS AND COST AUDIT
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial year 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period. The requirement for cost audit was not applicable for the said period as the export turnover was greater than 75% for the prior year.
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www.nglfinechem.com/ disclosures-under-regulation.html#7
45. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
46. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.
Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
Mar 31, 2023
The Board of Directors are pleased to present the Company''s Forty Second Annual Report and the Company''s audited financial statements (consolidated and standalone) for the financial year ended 31st March 2023.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2023 are as follows:
|
('' In Lakhs) |
||||
|
Year ended 31st March, 2023 (Standalone) |
Year ended 31st March, 2022 (Standalone) |
Year ended 31st March, 2023 (Consolidated) |
Year ended 31st March, 2022 (Consolidated) |
|
|
Revenue from Operations |
2,75,05.25 |
3,18,66.74 |
2,78,08.08 |
3,17,50.30 |
|
Profit before tax from continuing operations |
26,59.98 |
6897.40 |
27,36.20 |
66,59.65 |
|
Tax Expenses (Including Deferred Tax) |
(6,48.11) |
(16,72.75) |
(6,86.57) |
(16,69.91) |
|
Profit after Tax |
20,11,87 |
52,24.65 |
20,49.63 |
49,89.74 |
|
Total Comprehensive Income for the year |
20,03.68 |
52,19.31 |
20,41.24 |
49,84.13 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY''S AFFAIRS
During the year under review, your company achieved total revenue from operations of '' 2,75,05.25 Lakhs (previous year '' 31,866.74 Lakhs) resulting in decrease of 13.69% over the previous year. The profit after tax (including other comprehensive income) is at '' 20,03.68 Lakhs (previous year '' 52,19.31 Lakhs resulting in decrease of 61.61%).
The current year has been challenging one coming up immediately after the end of the Covid pandemic. In view of lower demand, the turnover has also decreased. Various factors have affected the demand namely destocking after the higher stock levels during covid, recessionary trends & foreign exchange scarcities in various economies across the world have affected the ability to buy for a number of customers. However the Company has been able to weather these issues by expanding its product portfolio from 22 products to 28 during the current year.
4. SHARE CAPITAL
During the year under review, there has been no change in the Share Capital of the Company. The authorised share capital of the Company, as on 31st March, 2023 aggregates '' 5,00,00,000/- (Rupees Five Crores) which is divided into 1,00,00,000 (One Crores) Equity Shares of '' 5/- each., whereas the issued share capital of the Company comprises of 61,78,024 equity shares of ? 5/- each aggregating to '' 3,08,90,120 /- (Rupees Three Crores Eight Lakhs Ninety Thousand One Hundred and Twenty).
5. DIVIDEND
Your directors recommend dividend of '' 1.75 per fully paid up equity share of '' 5/- each per fully paid up equity share aggregating to '' 108.12 Lakhs.
Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ), the top 1000 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company''s website at https://www.nglfinechem.com/images/pdf/dividend-distribution-p22.pdf
6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.
7. FUTURE PROSPECTS
The greenfield expansion at Tarapur is under progress though at a slower pace. A conscious decision was taken to slow it down in view of the reduced demand in the market and the spare capacity available in the Company''s plants. The time line for implementation is now extended to 2024-25. Civil work has been largely completed for the entire plant however machinery installation will proceed in planned phases to spread the capital expenditure over a further two years.
8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There is no change in the nature of business of the Company.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company https://www.nglfinechem.com/images/pdf/risk-management-policy.pdf
12. INTERNAL CONTROL SYSTEM
The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industryâ. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company
has spent towards CSR activities, details of which are provided in attached Annexure B to Director''s Report.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 5 and 6 of the standalone financial statements.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements (note 36) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https://www.nglfinechem.com/images/pdf/related-party-transaction-policy-dec-2021.pdf
16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
17. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2022-2023.
www.nglfinechem.com\investors\notices\MGT-7
2023
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met five times on 02nd May, 2022, 22nd June, 2022, 10th August, 2022, 28th October, 2022 and 10th February, 2023.
19. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
⢠That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
⢠That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2023, and that of the profit of the Company for the year ended on that date.
⢠That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
⢠That the annual accounts have been prepared on a going concern basis.
⢠The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
⢠The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 15th May 2023 that the remuneration is as per the remuneration policy of the Company. The policy is available on the Company''s website: https://www.nglfinechem.com/ images/pdf/remuneration-nomination-policy.pdf
22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr K.V Subhramaniam (DIN No: 07842700) resigned from the office of Non-Executive Independent Director of the Company w.e.f the close of business hours of 10th August, 2022.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, the members of the Company at the 41st Annual General Meeting reappointed Mr Rajesh Lawande (DIN: 00327301) Whole -Time Director, who was subject to retire by rotation.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Ajita Nachane (00279241) Non-Executive Director is liable to retire by rotation in this ensuing Annual General Meeting and being eligible she has offered herself for reappointment. Your Directors recommend her re-appointment.
23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy https://www. nglfinechem.com/images/pdf/terms-and-condition-of-appointment-of-independent-director.pdf
for Selection, Appointment and Remuneration of
Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
24. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.
25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarisation Programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarisation Programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarisation Programme for Independent Directors is posted on Company''s website at https://www.nglfinechem.com/images/ pdf/details-familarisation-Programmeme-2023.pdf
26. CREDIT RATING
The Company has been rated by Crisil Limited for SME and bank rating. The SME rating has been awarded "SME 1â indicating highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB / Stable (outlook revised to stable) and short-term rating is Crisil A2 (Reaffirmed). The Company has also been rated by ICRA Limited for bank borrowing and long-term rating has been reaffirmed as BBB /Stable and has reaffirmed the short-term rating as A2.
27. STATUTORY AUDITORS
The Members of the Company at their 41 st Annual General Meeting held on Thursday, 30th June, 2022 on the recommendation of Audit Committee re-appointed
M/s. Manek & Associates, Chartered Accountants (FRN: 0126679W) as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting to be held in the year 2027. The Company has not proposed an Ordinary Resolution for ratification of appointment of Statutory Auditor for the FY 2023-2024 because pursuant to the Companies (Amendment) Act, 2017, the same is omitted with effect from 07th May 2018.
28. INTERNAL AUDITORS
On recommendation of Audit Committee, the Board of Directors of the Company at it''s meeting held on 15th May, 2023 has appointed M/s. Rach & Associates, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors for FY 2023-24.
29. SECRETARIAL AUDITORS
On recommendation of the Audit Committee, the Board of Directors of the Company at it''s meeting held on 15th May, 2023 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the FY 2023-24 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the Secretarial Audit issued by M/s. HSPN & Associates LLP, Company Secretaries for the FY 20222023 is annexed herewith and forms part of this report as Annexure E.
Secretarial Audit Report is not applicable to the Subsidiary, not being a material subsidiary.
30. Cost Auditors
For the FY 2023-24, cost audit is not applicable to the Company as the export turnover is more than 75% of the total turnover. Hence the Company has not appointed Cost Auditor.
31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Auditors'' Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure E which forms part of this report.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for
the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.
33. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure G.
34. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
Macrotech Polychem Private Limited is a wholly owned subsidiary of the Company. The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Company''s Subsidiary will be made available upon request. These documents will be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. to 4 p.m. at the Company''s Registered Office. The Subsidiary Companies Audited Accounts are available on the Company''s Website: https://www.nglfinechem. com/images/pdf/audited financia report 31st -march-2023.pdf
35. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to Mr Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company: https://www. nglfinechem.com/images/pdf/vigil-mechanism-policy.pdf
36. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
37. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company.
38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the period under review the Company received approval from National Stock Exchange of India Limited ("NSEâ) for listing of its 6178024 Equity Shares of ? 5 each fully paid-up on the main board of NSE vide its letter no. NSE/LIST/83 dated 06th July, 2022. Accordingly, the Equity Shares of the Company are listed and admitted to dealings on the NSE w.e.f. 08th July, 2022 with symbol NGLFINE.
39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
The Company has received mails from SEBI on 25th November, 2022, 23rd February, 2023 and 23rd March, 2023 seeking clarification with regard to variation in Shareholding Pattern of the Company of June 2019 and September 2019. The Company have replied that PCI Ferrmone Chemicals (India) Private Limited. ("PCIâ) is a promoter group company of NGL since 1997 whose shareholding in NGL was erroneously disclosed under the ''public shareholder'' category. The unintentional error was rectified by disclosing PCI under the ''promoter and promoter group'' category of NGL for the quarter ended September 2019. Post which the Shareholding Pattern is correctly showing PCI Ferrmone Chemicals (India) Private Limited under the ''promoter and promoter group'' category. As on signing of this report there was no further action from SEBI.
During the period under review the Company and its Officers received a notice from Hon''ble National Lok Adalat to answer to a charge for the offence punishable under Section 148 of the Companies Act, 2013 regarding non- submission of Cost Audit Report for the FY 2014-15. The management is of the opinion that their is no non-compliance, as the said provisions are not applicable. The management is seeking suitable legal re-course. As on date of signing of this report, there is no further action from the concerned authority.
40. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently seven Committees of the Board, as follows:
⢠Audit Committee
⢠Corporate Social Responsibility Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders'' Relationship Committee
⢠Risk Management Committee
⢠Administrative Committee
⢠Internal Complaint Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governanceâ, a part of this Annual Report.
41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalisation, should mandatorily include a Business Responsibility & Sustainability Report ("BRSRâ) from FY 2022-23 onwards.
Further, in line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the FY 2022-23, as Annexure H, describing the initiatives taken by the Company from an environmental, social and governance perspective.
The BRSR for the FY 2022-2023 has also been hosted on the Company''s website, which can be accessed at https://www.nglfinechem.com/disclosures-under-regulation.html#7
42. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.
The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof -Not Applicable.
43. COST RECORDS AND COST AUDIT
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period. The requirement for cost audit was not applicable for the said period as the export turnover was greater than 75% for the prior year.
44. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www.nglfinechem.com/ disclosures-under-regulation.html#7
45. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
46. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.
47. CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic
developments within and outside the country and various other factors.
48. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
For and on behalf of the Board of Directors
Sd/- Sd/-
Rahul Nachane Rajesh Lawande
Managing Director Whole-Time Director & CFO
DIN: 00223346 DIN: 00327301
Mumbai, 15th May, 2023
Mar 31, 2018
The Directors have pleasure in presenting the Thirty-Seventh Annual Report with the Audited Balance Sheet as on 31st March, 2018 together with the Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2018.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2018 are as follows:
(In Lakhs)
|
Year ended |
Year ended |
|
|
on 31.03.2018 |
on 31.03.2017 |
|
|
Rupees |
Rupees |
|
|
Revenue from Operations |
11,567.81 |
10,647.53 |
|
Profit before tax from |
||
|
continuing operations |
1780.28 |
2281.40 |
|
Tax Expenses (Including Deferred Tax) |
520.98 |
792.83 |
|
Profit after Tax |
1259.29 |
1488.56 |
|
Other Comprehensive income/(loss) (net of tax) 3.90 |
(7.67) |
|
|
Total Comprehensive income for the year |
1263.19 |
1480.88 |
*Figures for year ended 31st March, 2017 are as per IND-AS
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANYâS AFFAIRS
During the year under review your company achieved a sale of Rs. 11,567.81 lakhs (previous year Rs. 10,647.53 lakhs) resulting in an increase of 8.64% over the previous year. The profit before tax is at Rs. 1780.28 lakhs (previous year Rs. 2281.40 lakhs) resulting in a decrease of 21.96%
4. DIVIDEND
In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2018.
5. FUTURE PROSPECTS
The companyâs expansion project in Tarapur has been completed and trial runs have been undertaken successfully. Capacity ramp up are expected in Q2 of the current financial year. We expect to have double digit growth in sales from the new capacity roll out.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directorâs Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has voluntarily constituted Risk Management Committee and risk management policy is available on the website of the company: www.nglfinechem.com
10. INTERNAL CONTROL SYSTEM
The Companyâs internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The Committee consists of following Directors:
- Mr. Milind Shinde Chairman
- Mr. Rajesh Lawande Member
- Mrs. Ajita Nachane Member
As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details provided in attached Annexure B to Directorâs Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investment made under Section 186 of the Companies Act, 2013 has been disclosed in the financial statements in note 8 of the Balance Sheet.
The Company has not given any loans or given any guarantees.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Companyâs website at www.nglfinechem.com
14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Auditorsâ Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report.
16. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure D to Directorâs Report. The annual Return is also available on the website of the Company. www.nglfinechem.com
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board had met four times on 5th May, 2017, 28th August, 2017, 7th December, 2017 and 30th January, 2018.
18. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
- That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018, and that of the profit of the Company for the year ended on that date.
- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
- The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. -
- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure E to this report
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 5th May, 2017 that the remuneration is as per the remuneration policy of the Company. The policy is available on the companyâs website: www.nglfinechem.com
21. DIRECTORS
During the year, Mr. Dhananjay Mungale (DIN: 00007563) was appointed as an Independent Director on 28th August, 2017, however, he resigned w.e.f 23rd February, 2018 due to his prior commitments.
Mr. Rajesh Lawande is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment. Your Directors recommend his re-appointment.
22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
23. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Companyâs familiarization programme for Independent Directors is posted on Companyâs website at www.nglfinechem.com
25. RATING
The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded âSME 1â u indicating Highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB/Stable and short term rating is Crisil A3 . The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB/Positive and short term rating is A3 reaffirmed.
26. STATUTORY AUDITORS
The Board of Directors of your Company at its meeting held on Friday, 5th May, 2017 appointed M/s Manek & Associates, Chartered Accountants (FRN: 126679W) as new Statutory Auditors of your Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022, based on the recommendation of the Audit Committee and subject to the approval of the members.
The company has not proposed an Ordinary Resolution for ratification of Statutory Auditor for the Financial Year 2018-2019 because, pursuant to the Companies (Amendment) Act, 2017, the same is omitted w.e.f 7th May, 2018.
27. INTERNAL AUDITORS
The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as Internal Auditors for financial year 2018-19.
28. SECRETARIAL AUDITORS
The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2018-19 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
29. COST AUDITORS
During the financial year 2018-2019, cost audit is not applicable to the Company as the export turnover or the previous financial year is more than 75% of the total turnover. Hence the company has not appointed Cost Auditors.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Report
31. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report.
32. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.
33. REPORT ON CORPORATE GOVERNANCE
Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure G to this report.
34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
- Mr. Milind Shinde - Chairman
- Mr. Jayaram Sitaram - Member
- Mr. Rajesh N. Lawande - Member
- Mr. Dhananjay Mungale- Member [ From 28th August, 2017 till 23rd February, 2018.]
The above composition of the Audit Committee consists of Independent Directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde, Mr. Dhananjay Mungale[From 28th August, 2017 till 23rd February, 2018] who form the majority.
The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com
35. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.
37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
During the year, there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future
38. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has also formed a Risk Management Committee on voluntary basis.. There are currently five Committees of the Board, as follows:
- Audit Committee
- Corporate Social Responsibility Committee
- Nomination and Remuneration Committee
- Stakeholdersâ Relationship Committee
- Risk Management Committee
- Administrative Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.
39. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
40. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at www.nalfinechem.com
41. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision, your Company is committed to creating and maximizing Long-term value for shareholders.
42. CAUTIONARY STATEMENT
Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.
43. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, the Government, Banks, suppliers and other business associates.
For and on behalf of the Board of Directors
Sd/-
Milind Shinde
Chairman
Mumbai, 18th May, 2018
Mar 31, 2017
TO THE MEMBERS
The Directors have pleasure in presenting the Thirty Sixth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2017.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2017 are as follows:
|
Year ended on 31.03.2017 Rupees |
Year ended on 31.03.2016 Rupees |
|
|
Profit before Depreciation |
25,12,05,517 |
20,59,05,146 |
|
Less: Depreciation |
(3,07,94,917) |
(2,72,23,947) |
|
Net Profit before Tax |
22,04,10,600 |
17,86,81,199 |
|
Less: Provision for Income Tax |
(7,65,25,528) |
(6,43,02,098) |
|
Less: Provision for Deferred Tax |
(14,96,439) |
(3,96,565) |
|
Net Profit after Tax |
14,23,88,633 |
11,39,82,536 |
|
Add: Previous year''s profit brought forward |
38,91,53,217 |
27,51,70,680 |
|
Add: Prior years depreciation written back |
5,81,588 |
|
|
Balance Profit carried forward |
53,21,23,438 |
38,91,53,217 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANYâS AFFAIRS
During the year under review your company achieved a sale of Rs. 10015.39 lakhs (previous year Rs. 9629.25 lakhs) resulting in an increase of 4.01% over the previous year. The profit before tax is at Rs. 2204.11 lakhs (previous year Rs. 1786.81 lakhs) resulting in an increase of 23.35%.
4. DIVIDEND
In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2017.
5. FUTURE PROSPECTS
The capital expansion project undertaken by the company is proceeding as per schedule. The machinery erection and installation is currently ongoing and is expected to be completed by Q2 2017-18. The plant is expected to be operational by Q3 2017-18. The total project expenditure is to the tune of Rs. 30 crores.
With the additional capacity, the company plans on widening its product base further and also enhance the capacity for its existing products. The company is hopeful of posting strong growth in the first full year of enhance capacity availability i.e. 2018-19.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has voluntarily constituted Risk Management Committee and risk management policy is available on the website of the company: www.nglfinechem.com
10. INTERNAL CONTROL SYSTEM
The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The Committee consists of following Directors:
- Mr. Milind Shinde Chairman
- Mr. Rajesh Lawande Member
- Mrs. Ajita Nachane Member
As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details provided in attached Annexure B to Director''s Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investment made under Section 186 of the Companies Act, 2013 has been disclosed in the financial statements in Schedule 13 of the Balance Sheet.
The Company has not given any loans or given any guarantees.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.nglfinechem.com
14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.
16. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure D to Director''s Report
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board had met four times on 20th May, 2016, 4th August, 2016, 8th November, 2016 and 3rd February, 2017.
18. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
- That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017, and that of the profit of the Company for the year ended on that date.
- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
- The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure E to this report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.
The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 3, 2017 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website: www.nglfinechem.com
21. DIRECTORS
During the year there has been no change in the composition of Board of Directors of the Company.
Ms. Ajita Nachane is liable to retire by rotation in this Annual General Meeting and being eligible she has offered herself for reappointment. Your Directors recommend her appointment.
22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.
23. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is posted on Company''s website at www.nglfinechem.com.
25. RATING
The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded âSME 1â upgraded from âSME 2â indicating Highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB/Stable upgraded from Crisil BBB-/Positive and short term rating is Crisil A3 upgraded from Crisil A3. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB/ Positive and short term rating is A3 reaffirmed.
26. STATUTORY AUDITORS
M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W shall retire as Statutory Auditors of the Company from the conclusion of the ensuing 36th Annual General Meeting to be held for the financial year 20162017 and shall not be eligible for re-appointment.
The Board of Directors of your Company at its meeting held on Friday, 5th May, 2017 appointed M/s Manek & Associates, Chartered Accountants (FRN: 126679W) as new Statutory Auditors of your Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022, based on the recommendation of the Audit Committees and subject to the approval of the members (including ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting till the expiry of their term). They have confirmed to the Company that their appointment, if made at the ensuing 36th Annual General Meeting, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.
27. INTERNAL AUDITORS
The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors for financial year 2017-18.
28. SECRETARIAL AUDITORS
The Company has appointed Mr. Hemant Shetye, partner of M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2016-17 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Pursuant to the qualification mentioned in the report regarding non-appointment of a whole-time Company Secretary, the Company has appointed a whole-time company secretary with effect from 4th April, 2017 and made the default good. Their report is appended to this report as Annexure F to Director''s Report.
29. COST AUDITORS
The company has appointed M/s. Sanghvi Randeria & Associates., Cost Accountants, Mumbai, (Firm registration number 00175) as Cost Auditors of the Company for financial year 2017-18.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 , is annexed to this Annual Report.
31. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report.
32. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.
33. REPORT ON CORPORATE GOVERNANCE
Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure to this report.
34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
- Mr. Milind Shinde - Chairman
- Mr. Jayaram Sitaram - Member
- Mr. Rajesh N. Lawande - Member
The above composition of the Audit Committee consists of independent directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the majority.
The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com
35. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.
37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
During the year, there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
38. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has also formed a Risk Management Committee on voluntary basis. There are currently five Committees of the Board, as follows:
- Audit Committee
- Corporate Social Responsibility Committee
- Nomination and Remuneration Committee
- Stakeholders'' Relationship Committee
- Risk Management Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.
39. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
40. POLICIES
The Company seeks to Promote Highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at www.nglfinechem.com
41. AWARDS AND ACCOLADES
Your company was listed by Forbes Asia as âAsia''s 200 Best Under Billionâ in June 2016 and awarded IPF Fastest Growing Manufacturing Company Award - Pharmaceuticals (Small) for 2016.
42. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision Your Company is committed to creating and maximizing Long-term value for shareholders.
43. CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.
44. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, Employees customers, the Government, Banks, suppliers and other business associates.
For and on behalf of the Board of Directors
sd/-
Milind Shinde
Chairman
Mumbai, 5th May, 2017
Mar 31, 2016
DIRECTORSâ REPORT TO THE MEMBERS
The Directors have pleasure in presenting the Thirty Fifth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2016.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2016 are as follows:
|
|
Year ended on 31.03.2016 Rupees |
Year ended on 31.03.2015 Rupees |
|
Profit before Depreciation |
20,59,05,146 |
15,45,58,776 |
|
Less: Depreciation |
(2,72,23,947) |
(2,59,67,831) |
|
Net Profit before Tax |
17,86,81,199 |
12,85,90,945 |
|
Less: Provision for Income Tax |
(6,43,02,098) |
(4,65,16,286) |
|
Add: Provision for Deferred Tax |
(3,96,565) |
12,26,067 |
|
Net Profit after Tax |
11,39,82,536 |
8,33,00,726 |
|
Add: Previous year''s profit brought forward |
27,51,70,681 |
19,18,69,955 |
|
Balance Profit carried forward |
38,91,53,217 |
27,51,70,681 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANYâS AFFAIRS
During the year under review your company achieved a sale of Rs. 9629.25 lakhs (previous year Rs. 8832.79 lakhs) resulting in an increase of 9% over the previous year. The profit before tax is at Rs. 1786.81 lakhs (previous year Rs. 1285.91 lakhs) resulting in an increase of 39%.
4. DIVIDEND
In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2016.
5. FUTURE PROSPECTS
The company is undertaking a capital expansion project at its existing plant in Tarapur. The necessary statutory consents have been received and construction has commenced. The plant is expected to be operational by first quarter of 2017-18. The total project expenditure is to the tune of Rs. 25 crores.
With the additional capacity coming on stream, the company is confident of growing at higher than industry growth rate. The demand for the products manufactured by the company continues to be strong and will help fuel growth.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.
There was no transfer during the year to Investor Education and Protection Fund in terms of Section 205C of the Companies Act, 1956.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has voluntarily constituted Risk Management Committee and risk management policy is available on the website of the company: www.nglfinechem.com
10. INTERNAL CONTROL SYSTEM
The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The Committee consists of following Directors:
- Mr. Milind Shinde Chairman
- Mr. Rajesh Lawande Member
- Mrs. Ajita Nachane Member
As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent some amount towards CSR activities, details provided in attached Annexure B to Director''s Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investment made under Section 186 of the Companies Act, 2013 has been disclosed in the financial statements in Schedule 13 of the Balance Sheet.
The Company has not given any loans or given any guarantees.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. Also, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.nglfinechem.com
14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The auditors'' report does not contain any qualifications, reservations or adverse remarks, but secretarial Audit Report contain one qualification of appointment of Company Secretary, however the Company is in process of finding a suitable candidate for the post. Report of the secretarial auditor is given as an annexure which forms part of this report.
16. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure D to Director''s Report
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board had met four times on 8th May, 2015, 5th August, 2015, 30th October, 2015 and 9th February, 2016.
18. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
- That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016, and that of the profit of the Company for the year ended on that date.
- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
- The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. -
- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure E to this report
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Compliance Officer, at the registered office and the same will be furnished on request.
The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 9, 2016 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website: www.nglfinechem.com
21. DIRECTORS
During the year there has been no change in the composition of Board of Directors of the Company.
Mr. Rajesh Lawande is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment. Your Directors recommend their appointment.
Mr. Rahul Nachane (holding DIN 00223346) is proposed to be re-appointed as Managing Director of the Company for the term of three (3) years with effect from June 1, 2017 in the insuing AGM.
22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and The Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.
23. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is posted on Company''s website at www.nglfinechem.com.
25. RATING
The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded âSME 2â indicating âHigh'' level of credit worthiness adjudged in relation to other SMEs. The long term rating is Crisil BBB-/Positive (reaffirmed) and short term rating is Crisil A3 (reaffirmed). The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB/Stable.
26. STATUTORY AUDITORS
M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W were appointed as Statutory Auditors at their Annual General Meeting held on 12th September, 2014 for the period of three (3) years. i.e till the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.
The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.
27. INTERNAL AUDITORS
The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors of the company for financial year 2016-17.
28. SECRETARIAL AUDITORS
The Company has appointed Mr Hemant Shetye, Partner of M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this report as Annexure F to Director''s Report
29. COST AUDITORS
The company has appointed M/s. Sanghvi Randeria & Associates., Cost Accountants, Mumbai, (Firm registration number 00175) as Cost Auditors of the Company for financial year 2016-17.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 , is annexed to this Annual Report
31. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report.
32. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.
33. REPORT ON CORPORATE GOVERNANCE
Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure to this report.
34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
- Mr. Milind Shinde - Chairman
- Mr. Jayaram Sitaram - Member
- Mr. Rajesh N. Lawande - Member
The above composition of the Audit Committee consists of independent directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the majority.
The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com
35. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.
37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future
38. COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Risk Management Committee on voluntary basis. There are currently five Committees of the Board, as follows:
- Audit Committee
- Corporate Social Responsibility Committee
- Nomination and Remuneration Committee
- Stakeholders'' Relationship Committee
- Risk Management Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.
39. REGISTERED OFFICE OF THE COMPANY
The company has shifted its registered office to Mumbai by passing special resolution in the AGM held on 11.09.2015, Registered office is shifted to 301, E Square Subhash Road, Vile Parle (East) Mumbai-400057.
40. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
41. POLICIES
The Company seeks to Promote Highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at
42. AWARDS AND ACCOLADES
Your company was listed by Forbes Asia as âAsia''s 200 Best Under Billionâ in June 2015.
43. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision Your Company is committed to creating and maximizing Long-term value for shareholders.
44. CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.
45. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, Employees customers, the Government, Banks, suppliers and other business associates.
For and on behalf of the Board of Directors
sd/-
Milind Shinde
Chairman
Mumbai, August 4, 2016
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Thirty Fourth Annual
Report with the Audited Balance Sheet, Statement of Profit & Loss Cash
Flow Statement and the notes and schedules thereon for the year ended
31st March 2015.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2015
are as follows:
Year ended Year ended
on 31.03.2015 on 31.03.2014
Rupees Rupees
Profit before Depreciation 15,45,58,776 9,02,90,321
Less: Depreciation (2,59,67,831) (2,31,97,778)
Net Profit before Tax 12,85,90,945 6,70,92,543
Less: Provision for Income Tax (4,65,16,286) (2,05,25,000)
Add: Provision for Deferred Tax 12,26,067 (12,82,989)
Net Profit after Tax 8,33,00,726 4,52,84,554
Add: Previous years profit
brought forward 19,18,69,955 14,65,85,401
Balance Profit carried forward 27,51,70,681 19,18,69,955
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. REVIEW OF OPERATIONS
During the year under review your company achieved a sale of Rs.
8832.79 lakhs (previous year Rs. 7886.80 lakhs) resulting in an
increase of 12% over the previous year. The profit before tax is at Rs.
1285.91 lakhs (previous year Rs. 670.93 lakhs) resulting in an increase
of 92%.
4. DIVIDEND
In order to conserve resources, your directors do not recommend
dividend for the year ended 31st March 2015.
5. FUTURE PROSPECTS
The demand growth for the company''s product is strong. The product
range includes human and veterinary active pharmaceutical ingredients,
pharmaceutical intermediates and finished formulations.
The focus of the company is towards strengthening customer
relationships, new product launches and better penetration of the
markets.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND.
During the financial year the Company has transferred unpaid and
unclaimed dividend amounting to Rs. 82,362/- to Investor Education and
Protection Fund in terms of Section 205C of the Companies Act, 1956
7. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished as Annexure A to
Director''s Report.
8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
also discussed at the meetings of the Audit Committee and the Board of
Directors of the Company.
The Company''s internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These
are routinely tested and certified by Statutory as well as Internal
Auditors. Significant audit observations and follow up actions thereon
are reported to the Audit Committee. The risk management policy is
available on the website of the company: www.nglfinechem.com
9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR)
Committee in accordance with Section 1 35 of the Companies Act, 2013
read with Companies Corporate Social Responsibility (Policy) Rules,
2014. The CSR Committee was constituted by the Board of Directors of
the Company at its meeting held on 6th February 2015. The Committee
consists of following Directors:
1. Mr. Milind Shinde-Chairman
2. Mr. Rajesh Lawande-Member
3. Mrs. Ajita Nachane-Member
As per provision of Section 135 of the Companies Act, 2013 read with
Rule 8 of Companies Corporate Social Responsibility (Policy) Rules,
2014, the Board has approved CSR Policy which is attached as Annexure B
to Director''s Report.
The Company has not made the relevant provisions for CSR activities in
the Books of Accounts as it is scrutinizing various projects for which
the money can be spent. Based on this scrutiny, the Company shall
submit the relevant report in the ensuing year. The Company could not
spend the money before finalizing this report as the company could not
identify any suitable project.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The particulars of investment made under Section 186 of the Companies
Act, 2013 have been disclosed in the financial statements in Schedule
13 of the Balance Sheet.
The Company has not given any loans or given any guarantees.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 of the
rules prescribed under Chapter IX relating to Accounts of Companies
under the Companies Act, 2013, is appended as Annexure C to Director''s
Report
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
The auditors'' report and secretarial auditors'' report does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure which forms part of this
report.
13. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished as Annexure D to Director''s Report
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board had met four times on 26th May,
2014, 30th July, 2014, 7th November, 2014 and 6th February, 2015.
15. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of
Directors of the Company hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
(ii) That the selected accounting policies were applied consistently
and the directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2015, and that of the profit of the Company
for the year ended on that date.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) That the annual accounts have been prepared on a going concern
basis.
(v) The Board has laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate
and were operating effectively.-
(vi) The directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively
16. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
17. PARTICULARS OF REMUNERATION
No details as required under section 197 (12) of the Companies Act 201
3 and Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, have been
provided as there are no employees drawing remuneration in excess of
the prescribed limits.
The information as required under section 197 (12) of the Companies Act
2013 with regard to the comparative statement of remuneration paid to
Directors and the median salary paid to the employees of the company is
available for inspection at the company''s registered office during
business hours.
The Nomination and Remuneration Committee of the Company has affirmed
at its meeting held on February 6, 2015 that the remuneration is as per
the remuneration policy of the Company. The policy is available on the
company''s website: www.nglfinechem.com
18. DIRECTORS
Mr. Suman Shantaram Lad, resigned from the office of Directorship with
effect from 5th August, 2015. Your Directors place their appreciation
for the work done by him during his tenure.
Mr. Jayaram Sitaram was inducted as an Additional Director on the Board
of the Company on 5th August, 2015 pursuant to the provisions of
section 149, 150, read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014. He would hold office till
the conclusion of ensuing Annual General Meeting. Company has received
a notice in writing under Section 160 of the Companies Act, 2013 from a
member proposing his candidature to appoint as an Independent Director
of the Company to hold office for 5 consecutive years commencing from
5th August 2015 to 4th August 2020. Your Directors hereby recommend his
appointment as Independent Director of the Company and resolution for
his appointment is put forward for your approval
Mrs. Ajita Nachane was inducted as an Additional Director on the Board
of the Company on 15th September 2014 in order to comply with the
provisions of Section 149 of the Companies Act, 2013 requiring a listed
Company to have a woman director. She will hold office till the
conclusion of ensuing Annual General Meeting. Your Directors hereby
recommend her appointment as Director of the Company and resolution for
her appointment is put forward for your approval.
The Board of Directors at their meeting held on August 5, 2015 approved
re-appointment of Mr. Rajesh Lawande as Executive Director and CFO
subject to approval of Shareholders at ensuing Annual General Meeting
of your Company for a further period of three years commencing from
June 1, 2015 to May 31, 2018.
Mr. Rahul Nachane is liable to retire by rotation in this Annual
General Meeting and being eligible he has offered himself for
reappointment.
The Company has received notice in writing from member along with
requisite fee proposing candidature of Mr. Rajesh Lawande, Mr. Jayaram
Sitaram and Mrs. Ajita Nachane as Directors of the Company. Your
Directors recommend their appointment.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(7)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act, 201
3 and the relevant rules.
20. RATING
The company has been rated by Crisil Ltd for SME and bank rating. The
SME rating has been awarded "SE 1B" indicating highest performance
capability and moderate financial strength. The bank rating has been
awarded BBB-/Stable. The company has also been rated by ICRA Ltd for
bank borrowing and has been awarded BBB-/Stable.
21. STATUTORY AUDITORS
M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI
Firm Registration No as 101214W were appointed as Statutory Auditors at
their Annual General Meeting held on 12th September, 2014 for the
period of three (3) years. i.e for the Annual General Meeting to be
held in year 2017 subject to ratification at each Annual General
Meeting. The Company has received letter from them to the effect that
their appointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified from appointment.
The resolution for ratification of his appointment is put forward for
your approval in the ensuing Annual General Meeting.
22. INTERNAL AUDITORS
The company has appointed M/s R Devarajan & Co, Chartered Accountants,
Mumbai, (ICAI firm registration number 102415W) as internal auditors of
the company for financial year 2015-16.
23. SECRETARIAL AUDITOR
The Company has appointed M/s HS Associates, Company Secretaries, as
Secretarial Auditors of the Company to carry out the Secretarial Audit
for the Financial Year 2014- 1 5 and to issue Secretarial Audit Report
as per the prescribed format under rules in terms of Section 204(1 ) of
the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 201 4. Their report is
appended to this report as Annexure E to Director''s Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is annexed to this Annual Report.
25. CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance
requirements as set out by Securities and Exchange Board of India. The
Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The Certificate from
the practicing Company Secretary confirming compliance with the
conditions of Corporate Governance as stipulated under Clause 49 is
also published elsewhere in this Annual Report.
26. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any subsidiary, joint venture or associate
company and therefore provision with respect to Section 129 of the
Companies Act, 2013 are not applicable to the Company.
27. CORPORATE GOVERNANCE REPORT
Corporate Governance Report prepared by HS Associates, Company
Secretaries, is annexed hereto as Annexure F.
28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members
- Mr. Milind Shinde - Chairman
- Mr. Jayaram Sitaram - Member
- Mr. Rajesh N. Lawande - Member
- Mr. Suman Lad (Resigned on 5th August,2015)-Chairman
The above composition of the Audit Committee consists of independent
directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the
majority.
The Company has established a vigil mechanism policy to oversee, the
genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns. The Company has
also provided direct access to Mr. Rahul Nachane, Chief Ethics
Counsellor on reporting issues concerning the interests of co-employees
and the Company. The Vigil Mechanism Policy is available at the website
of the company: www.nglfinechem.com
29. Annual evaluation by the Board
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance
iv. Providing perspectives and feedback going beyond information
provided by the management
v. Commitment to shareholder and other stakeholder interests
vi. The evaluation involves self-evaluation by the Board members and
subsequent assessment by the Board of Directors. A member of the Board
will not participate in the discussion of his / her evaluation.
30. COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently four Committees of the
Board, as follows:
i. Audit Committee
ii. Corporate Social Responsibility Committee
iii. Nomination and Remuneration Committee
iv. Stakeholders'' Relationship Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
31. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not
applicable.
32 ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their gratitude for the
continued co-operation extended by the employees and stakeholders of
the company.
It is with great sorrow that the Board has to inform the members of the
Company that the founder of the Company, Mr. Narayan Ganesh Lawande
passed away this year on January 4, 2015. His towering personality and
inspirational ideas have shaped the company for the past three decades.
The Board and employees of the Company deeply mourn this loss and will
miss his advice and guidance.
For and on behalf of the Board of Directors
sd/-
Rahul Nachane
Chairman & Managing Director
Mumbai, August 5, 2015.
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Thirty Third Annual
Report with the Audited Balance Sheet, Statement of Profit & Loss Cash
Flow Statement and the notes and schedules thereon for the year ended
31st March 2014.
A. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2014
are as follows:
Year ended Year ended
on 31.03.2014 on 31.03.2013
Rupees Rupees
Profit before Depreciation 9,02,90,321 6,37,78,755
Less: Depreciation (2,31,97,778) (1,93,34,840)
Net Profit before Tax 6,70,92,543 4,44,43,915
Less: Provision for Income Tax (2,05,25,000) (90,00,000)
Provision for Deferred Tax (12,82,989) (63,51,942)
Net Profit after Tax 4,52,84,554 2,90,91,973
Add: Previous years profit
brought forward 14,65,85,402 11,74,93,429
Balance Profit carried forward 19,18,69,956 14,65,85,402
B. REVIEW OF OPERATIONS
During the year under review your company achieved a sale of Rs.
7886.80 lakhs (previous year Rs. 5556.86 lakhs) resulting in an
increase of 42 over the previous year. The profit before tax is at Rs.
670.92 lakhs (previous year Rs. 444.44 lakhs) resulting in an increase
of 51%.
C. DIVIDEND
Your directors do not recommend dividend for the year ended 31st March
2014 with a view to conserve resources.
D. FUTURE PROSPECTS
The company has been able to effectively utilize the capacity added
during the past two years. This has resulted in steep growth in sales
during the past two years. The company is now consolidating its product
range and intends to market its products more effectively by better
penetration of markets.
In addition to bulk drugs and formulations, pharmaceutical
intermediates now form an intrinsic portion of the company''s product
portfolio. The company plans on improving sales and profitability
during the next year.
E. PARTICULARS OF EMPLOYEES
No details as required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
are given, as there are no employees drawing remuneration in excess of
the prescribed limits
F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988 is given in Annexure A attached.
G. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not
applicable.
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure B.
H. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
(ii) That the selected accounting policies were applied consistently
and the directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2014, and that of the profit of the Company
for the year ended on that date.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) That the annual accounts have been prepared on a going concern
basis.
I. DIRECTORS
Mrs. Pushpa Lawande was inducted as an Additional Director on the Board
of the Company on 1st June, 2014 in order to comply with the provisions
of Section 149 of the Companies Act, 2013 requiring a listed Company to
have a woman Director. However due to her ill health she tendered
resignation w.e.f 1st July, 2014 which was duly noted by Board of
Directors.
The Board of Directors at their meeting held on 30th July 2014 approved
re-appointment of Mr. Rahul Nachane as Managing Director and CEO
subject to approval of Shareholders at ensuing Annual General Meeting
of your Company for a further period of three years commencing from
June 1, 2014 to May 31, 2017.
Mr. Suman Lad, Independent Director of the Company was liable to retire
by rotation in this Annual General Meeting. However pursuant to
provisions of Section 149, Section 150, Section 152 read with Schedule
IV of the Companies Act, 2013 Mr. Suman Lad is appointed as an
Independent Director for the period of five consecutive years from 1st
April, 2014 to 31st March, 2019. The resolution for his appointment is
put forward for your approval.
Likewise the term of office of Mr. Milind Shinde is liable to be
determined by retirement of Director by rotation pursuant to provisions
of Companies Act, 1956. However pursuant to provisions of Section 149,
Section 150, Section 152 read with Schedule IV of the Companies Act,
2013 Mr. Milind Shinde is appointed as an Independent Director for the
period of five consecutive years from 1st April, 2014 to 31st March,
2019. The resolution for his appointment is put forward for your
approval.
The Company has received notice in writing from member along with
requisite fee proposing candidature of Mr. Suman Lad and Mr. Milind
Shinde as Independent Directors of the Company. Your Directors
recommend their appointment.
J. RATING
The company has been rated by Crisil Ltd for SME and bank rating. The
SME rating has been awarded "SE 1B" indicating highest performance
capability and moderate financial strength. The bank rating has been
awarded BBB-/Stable. The company has also been rated by ICRA Ltd for
bank borrowing and has been awarded BBB-/Stable.
K. AUDITORS
M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI
Firm Registration No as 101214W are proposed to be appointed as
Auditors of the Company from the conclusion of the ensuing Annual
General Meeting till the conclusion of the Thirty sixth Annual General
Meeting of the Company held thereafter, subject to ratification of the
appointment by the members at every Annual General Meeting held after
the ensuing Annual General Meeting.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from M/s Bharat Gandhi & Co, to such
appointment and also a certificate to the effect that their
appointment, if made, would be in accordance with Section 139(1) of the
Companies Act, 2013 and the rules made there under, as may be
applicable.
L. COST AUDITOR
M/s Krishna S & Associates, Cost Accountant are appointed as Cost
Accountants in compliance of Section 148(1) read with Section 139 of
the Companies Act, 2013 to audit Cost records maintained by the Company
for the financial year ended March 31, 2015. The resolution for
ratification of remuneration paid to them is put forward for your
approval in compliance of Section 148 read with Companies (Audit and
Auditors) Rules, 2014.
M. INTERNAL AUDITORS
The company has appointed M/s R Devarajan & Co, Chartered Accountants,
Mumbai, as internal auditor of the company for financial year 2014-15.
N. SECRETARIAL AUDITOR
The Company has appointed Mr. Hemant Shetye, Partner of M/s HS
Associates as Secretarial Auditor of the Company to carry out the
Secretarial Audit for the Financial Year 2014 - 2015 and to issue
Secretarial Audit Report as per the prescribed format under rules in
terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
O. SUBSIDIARY COMPANIES
The company does not have any subsidiary company and therefore
provision with respect to Section 212 of the Companies Act, 1956 are
not applicable to the Company.
P. CORPORATE GOVERNANCE REPORT
Corporate Governance Report prepared by HS Associates, Company
Secretaries, is annexed hereto.
Q. COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate pursuant to provisions
of Section 383A of Companies Act, 1956 from M/s HS Associates, Company
Secretaries and is annexed hereto.
R. COMMITTEES OF THE BOARD
Pursuant to provisions of section 292 (A) of Companies Act, 1956 and
clause 49 of listing agreement, the Board has formed Audit Committee,
Remuneration Committee and Shareholders/ Investors Grievance Committee
in compliance with listing agreement.
S. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their gratitude for the
continued co-operation extended by the employees and stakeholders of
the company.
It is with great regret the Board has to inform you of the demise of
Mr. R. N. Bhalerao, Director of the Company on 2nd March 2014. Mr.
Bhalerao has been on the Board as an Independent Director since 1994
and his contribution towards the growth and stability of the company
has been immense. The board and employees of the company will greatly
miss his wisdom, knowledge, integrity and encouragement.
For and on behalf of the Board of Directors Rahul Nachane
Chairman & Managing Director
DIN 00223346
Mumbai, July 30, 2014.
Mar 31, 2013
TO THE MEMBERS
The Directors have pleasure in presenting the Thirty Second Annual
Report with the Audited Balance Sheet, Statement of Profit & Loss Cash
Flow Statement and the notes and schedules thereon for the year ended
31st March 2013.
A. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2013
are as follows:
Year ended Year ended
on 31.03.2013 on 31.03.2012
Rupees Rupees
Profit before Depreciation 6,37,78,755 2,91,60,803
Less: Depreciation (1,93,34,840) (1,35,32,279)
Net Profit before Tax 4,44,43,915 1,56,28,525
Less: Provision for Income Tax (90,00,000) (48,14,878)
Provision for Deferred Tax (63,51,942) (3,43,922)
Net Profit after Tax 2,90,91,973 1,04,69,725
Add: Previous years profit
brought forward 11,74,93,429 10,70,23,704
Balance Profit carried forward 14,65,85,402 11,74,93,429
B. REVIEW OF OPERATIONS
During the year under review your company achieved a sale of Rs.
5556.86 lakhs (previous year Rs. 3610.81 lakhs) resulting in an
increase of 54% over the previous year. The profit before tax is at Rs.
444.44 lakhs (previous year Rs. 156.29 lakhs) resulting in an increase
of 184%.
C. DIVIDEND
Your directors do not recommend dividend for the year ended 31st March
2013 with a view to conserve resources.
D. FUTURE PROSPECTS
The company has doubled its capacity in the past two years. This has
enabled the company to increase its sales. The company has expanded its
product range and now sells over 12 APIS, in addition to this, the
company also sells a range of intermediates and formulations.
The company plans to consolidate its product range further by adding
some APIs during the current year.
E. PARTICULARS OF EMPLOYEES
No details as required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
are given, as there are no employees drawing remuneration in excess of
the prescribed limits.
F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988 is given in Annexure A attached.
G. VOLUNTARY DELISTING
The Company in compliance with the clause 6 (a) of Securities And
Exchange Board of India (Delisting of Equity Shares) Regulation, 2009
has voluntarily delisted its Equity Shares from Madras Stock Exchange
Limited with effect from 6th June 2012.
H. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not
applicable.
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure B.
I. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
(ii) That the selected accounting policies were applied consistently
and the directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2013, and that of the profit of the Company
for the year ended on that date.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) That the annual accounts have been prepared on a going concern
basis.
J. DIRECTORS
Mr. Milind Shinde is a Director retiring by rotation in terms of
provisions of Articles of Association of the Company. He offers himself
for re-appointment. The resolution for the appointment of the Director
is placed before you in the Annual General Meeting. The Directors
recommend his re-appointment.
K. RATING
The company has been rated by Crisil Ltd. The SME rating has been
awarded "SE 2B" indicating high performance capability and moderate
financial strength. The bank rating has been awarded BBB-/Stable. The
company has also been rated by ICRA Ltd for bank borrowing and has been
awarded BBB-/ Stable.
L. AUDITORS
M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the
Company, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. You are requested to
appoint Auditors for the current financial year and to fix their
remuneration.
M. COST AUDITOR
In accordance with the order received from the Central Government, the
Company has appointed M/s Krishna S & Associates, Cost Accountant for
the financial year ending March 31, 2013.
N. SUBSIDIARY COMPANIES
The company does not have any subsidiary company and therefore
provision with respect to Section 212 of the Companies Act, 1956 is not
applicable to the Company.
O. CORPORATE GOVERNANCE REPORT
Corporate Governance Report prepared by HS Associates, Company
Secretaries, is annexed hereto.
P. COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate pursuant to provisions
of Section 383A of Companies Act, 1956 from M/s HS Associates, Company
Secretaries and is annexed hereto.
Q. COMMITTEES OF THE BOARD
Pursuant to provisions of section 292 (A) of Companies Act, 1956 and
clause 49 of listing agreement, the Board has formed Audit Committee,
Remuneration Committee and Shareholders/ Investors Grievance Committee
in compliance with listing agreement.
R. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their gratitude for the
continued co-operation extended by the employees and stakeholders of
the company.
For and on behalf of the Board of Directors
Rahul Nachane
Chairman & Managing Director
Mumbai, May 8, 2013.
Mar 31, 2012
The Directors have pleasure in presenting the Thirty First Annual
Report with the Audited Balance Sheet, Statement of Profit & Loss and
the notes and schedules thereon for the year ended 31 st March 2012
A. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2012
are as follows:
Year ended Year ended
on 31.03.2012 on 31.03.2011
Rupees Rupees
Profit before Depreciation 2,91,60,803 4,78,47,039
Less: Depreciation (1,35,32,279) (93,61,004)
Net Profit before Tax 1,56,28,525 3,84,86,035
Less: Provision for Income Tax (48,14,878) (1,29,46,361)
Provision for Deferred Tax (3,43,922) (14,31,008)
Net Profit after Tax 1,04,69,725 2,41,08,666
Add: Previous years profit
brought forward 10,70,23,705 8,29,15,039
Balance Profit carried forward 11,74,93,430 10,70,23,705
B. REVIEW OF OPERATIONS
During the year under review your company achieved a sale of Rs.
3610.81 lakhs (previous year Rs. 3537.77 lakhs) resulting in an
increase of 2% over the previous year. The profit before tax is at Rs.
156.29 lakhs (previous year Rs. 384.86 lakhs) resulting in a decrease
of 59%.
C. DIVIDEND
Your directors do not recommend dividend for the year ended 31 st March
2012 with a view to conserve resources.
D. FUTURE PROSPECTS
The company plans to commission its plant at Navi Mumbai at Unit NGL
during Q1 of the year. We anticipate this plant to work at optimum
capacity from Q4 of the current year.
The company has expanded its product range and now sells over 12 APIS,
in addition to this, the company also sells a range of intermediates
and formulations.
E. PARTICULARS OF EMPLOYEES
No details as required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
are given, as there are no employees drawing remuneration in excess of
the prescribed limits
F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988 is given in Annexure A attached.
G. VOLUNTARY DELISTING
The Company in compliance with the clause 6 (a) of Securities And
Exchange Board of India (Delisting of Equity Shares) Regulation, 2009
has voluntarily delisted its Equity Shares from Ahmedabad Stock
Exchange Limited w.e.f. 30/03/2012.
The Company has also filed an application with Madras Stock Exchange
for getting its Equity Shares delisted. However the application is
under process.
H. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not
applicable.
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure B.
I. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
(ii) That the selected accounting policies were applied consistently
and the directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2012, and that of the profit of the Company
for the year ended on that date.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) That the annual accounts have been prepared on a going concern
basis.
J. DIRECTORS
Mr. Ramchandra N. Bhalerao is a Director retiring by rotation in terms
of provisions of Articles of Association of the Company. He offers
himself for re-appointment. The resolution for the appointment of the
Director is placed before you in the Annual General Meeting. The
Directors recommend his re-appointment.
K. AUDITORS
M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the
Company, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. You are requested to
appoint Auditors for the current financial year and to fix their
remuneration.
L. COST AUDITOR
The Company had received order from Central Government dated December
16, 2010 requiring the Company to appoint Cost Auditor for the
Financial Year 2010 -11 and every financial year thereafter.
Accordingly the Company has appointed M/s Krishna S & Associates, Cost
Accountant for the financial year ending March 31, 2012.
The Report of the Cost Auditor is awaited.
M. SUBSIDIARY COMPANIES
The company does not have any subsidiary company and therefore
provision with respect to Section 212 of the Companies Act, 1956 is not
applicable to the Company.
N. CORPORATE GOVERNANCE REPORT
Corporate Governance Report prepared by HS Associates, Company
Secretaries, is annexed hereto.
O. COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate pursuant to provisions
of Section 383A of Companies Act, 1956 from M/s HS Associates, Company
Secretaries and is annexed hereto.
P. COMMITTEES OF THE BOARD
Pursuant to provisions of section 292 (A) of Companies Act, 1956 and
clause 49 of listing agreement, the Board has formed Audit Committee,
Remuneration Committee and Shareholders/Investors Grievance Committee
in compliance with listing agreement.
Q. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their gratitude for the
continued co-operation extended by the employees and stakeholders of
the company.
For and on behalf of the Board of Directors
Rahul Nachane
Chairman & Managing Director
Mumbai, May 21, 2012.
Mar 31, 2011
The Directors have pleasure in presenting the Thirtieth Annual Report
with the Audited Balance Sheet, Profit & Loss Account and the notes and
schedules thereon for the year ended 31s1 March 2011
A. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2011
are as follows:
Year ended Year ended
on 31.03.2011 on 31.03.2010
Rupees Rupees
Profit before Depreciation 4,78,47,039 4,71,20,530
Less: Depreciation (93,61,004) (77,62,607)
Net Profit before Tax 3,84,86,035 3,93,57,923
Less: Provision for
Income Tax (1,29,00,000) (1,38,50,000)
Provision for
Deferred Tax (14,31,008) 15,36,603
Net Profit after Tax 2,41,55,027 2,70,44,526
Add/(Less): Prior
years adjustments (46,361) 91,261
Add: Previous years profit 8,29,15,039 5,57,79,252
brought forward
Balance Profit
carried forward 10,70,23,705 8,29,15,039
B. REVIEW OF OPERATIONS
During the year under review your company achieved a sale of Rs.
3504.10 lakhs (previous year Rs. 2782.35 lakhs) resulting in an
increase of 26% over the previous year. The profit before tax is at Rs.
384.86 lakhs (previous year Rs. 393.58 lakhs) resulting in a decrease
of 2%.
The sales are up on account of increased demand for the companys
products in all the market segments.
C. DIVIDEND
Your directors do not recommend dividend for the year ended 31st March
2011 with a view to conserve resources.
D. FUTURE PROSPECTS
The company has commissioned its plant at Tarapur at Unit Alpha during
the year. Production has commenced and we anticipate this plant to work
at full capacity from Q2 of the current year. Major expansion and
reconstruction has also been undertaken at our site at Navi Mumbai.
This plant is expected to commence production in Q3 2011.
The company has also enlarged its product profile and intends to
introduce two Active Pharmaceutical Ingredients (APIs) in the current
year.
E. PARTICULARS OF EMPLOYEES
No details as required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
are given, as there are no employees drawing remuneration in excess of
the prescribed limits.
F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988 is given in Annexure A attached.
G. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not
applicable.
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure B.
H. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
(ii) That the selected accounting policies were applied consistently
and the directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2011, and that of the profit of the Company
for the year ended on that date.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) That the annual accounts have been prepared on a going concern
basis.
I. DIRECTORS
Mr. Suman S. Lad is a Director retiring by rotation in terms of
provisions of Articles of Association of the Company. He offers himself
for re-appointment. The resolution for the appointment of the Director
is placed before you in the Annual General Meeting. The Directors
recommend his re-appointment.
Mr. Rahul Nachane is reappointed as Managing Director with effect from
1st June 2011 for a period of three years. The resolution for the
appointment of the Managing Director is placed before you in the Annual
General Meeting. The Directors recommend his re- appointment.
J. AUDITORS
M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the
Company, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. You are requested to
appoint Auditors for the current financial year and to fix their
remuneration.
K. COST AUDITOR
The Company had received order from Central Government dated December
16, 2010 requiring the Company to appoint Cost Auditor for the
Financial Year 2010 - 11 and every financial year thereafter.
Accordingly the Company has appointed M/s Krishna S & Associates, Cost
Accountant for the financial year ending March 31, 2011,
The Report of the Cost Auditor is awaited.
L. SUBSIDIARY COMPANIES
The company does not have any subsidiary companies.
M. CORPORATE GOVERNANCE REPORT
Corporate Governance Report prepared by HS Associates, Company
Secretaries, is annexed hereto.
N. COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate pursuant to provisions
of Section 383A of Companies Act, 1956 from M/s HS Associates, Company
Secretaries and is annexed hereto.
O. COMMITTEES OF THE BOARD
Pursuant to provisions of section 292 (A) of Companies Act, 1956 and
clause 49 of listing agreement, the Board has formed Audit Committee,
Remuneration Committee and Shareholders/Investors Grievance Committee
in compliance with listing agreement.
P. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their gratitude for the
continued co-operation extended by the employees and stakeholders of
the company.
For and on behalf of the Board of Directors
Rahul Nachane
Chairman & Managing Director
Mumbai, May 21, 2011.
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Ninth Annual
Report with the Audited Balance Sheet, Profit & Loss Account and the
notes and schedules thereon for the year ended 31st March 2010.
A. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2010
are as follows:
Year ended on Year ended on
31.03.2010 31.03.2009
Rupees Rupees
Profit before Depreciation 4,71,20,530 3,90,92,133
Less: Depreciation (77,62,607) (76,15,632)
Net Profit before Tax 3,93,57,923 3,14,76,501
Less: Provision for Income Tax (1,38,50,000) (1,11,50,000)
Provision for Deferred Tax 15,36,603 (5,64,229)
Fringe Benefit Tax - (1,67,150)
Net Profit after Tax 2,70,44,526 1,95,95,122
Add/(Less): Prior years
adjustments 91,261 (27,65,340)
Add: Previous years profit
brought forward 5,57,79,252 3,89,49,470
Balance Profit carried forward 8,29,15,039 5,57,79,252
B. REVIEW OF OPERATIONS
During the year under review your company achieved a sale of Rs.
2782.35 lakhs (previous year Rs. 2462.99 lakhs) resulting in an
increase of 13% over the previous year. The profit before tax is at Rs.
393.58 lakhs (previous year Rs. 314.77 lakhs) resulting in an increase
of 25%.
Your company was able to post higher sales due to volume growth in
sales of its products. Your company now exports to countries across 5
continents.
In June 2009, there was a fire at one of the companys factories
situated at Navi Mumbai. There was substantial loss suffered in terms
of damage to assets and stocks. Partial operations have been restored
at the manufacturing site and the plant is now being reconstructed.
C. DIVIDEND
Your directors do not recommend dividend for the year ended 31st March
2010 with a view to conserve resources.
D. FUTURE PROSPECTS
The company has undertaken major expansion and reconstruction at two of
its sites at Navi Mumbai & Tarapur. One of these plants is expected to
commence production in August 2010 and the other is expected to
commence production in April 2011.
The company has also enlarged its product profile and intends to
introduce two Active Pharmaceutical Ingredients (APIs) in the current
year.
E. PARTICULARS OF EMPLOYEES
No details as required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
are given, as there are no employees drawing remuneration in excess of
the prescribed limits.
F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988 is given in Annexure A attached.
G. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not
applicable.
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure B.
H. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
(ii) That the selected accounting policies were applied consistently
and the directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2010, and that of the profit of the Company
for the year ended on that date.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) That the annual accounts have been prepared on a going concern
basis.
I. DIRECTORS
Mr. Milind Shinde is a Director retiring by rotation in terms of
provisions of Articles of Association of the Company. He offers himself
for re-appointment. The resolution for the appointment of the Director
is placed before you in the Annual General Meeting. The Directors
recommend his re-appointment.
The Company has revised the remuneration of Mr. Rahul Nachane, Managing
Director and Mr. Rajesh Lawande, Executive Director of the Company with
effect from 1sl January 2010, for the remaining term of tenure.
J. AUDITORS
M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the
Company, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. You are requested to
appoint Auditors for the current financial year and to fix their
remuneration.
K. SUBSIDIARY COMPANIES
The company does not have any subsidiary companies.
L. CORPORATE GOVERNANCE REPORT
Corporate Governance Report prepared by HS Associates, Company
Secretaries, is annexed hereto.
M. COMMITTEES OF THE BOARD
Pursuant to provisions of section 292 (A) of Companies Act, 1956 and
clause 49 of listing agreement, the Board has formed Audit Committee,
Remuneration Committee and Shareholders/ Investors Grievance Committee
in compliance with listing agreement. The Audit Committee was
re-constituted with effect from 31st July 2009 and 31st January 2010.
N. COMPLIANCE CERTIFICATE
Compliance Certificate as required under section 383A of the Companies
Act 1956 prepared and issued by HS Associates, Company Secretaries in
Practice is annexed hereto.
O. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their gratitude for the
continued co-operation extended by the employees and stakeholders of
the company
For and on behalf of the Board of Directors
Rahul Nachane
Chairman & Managing Director
Mumbai, May 21, 2010.
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