Directors Report of Samrat Pharmachem Ltd.

Mar 31, 2024

The Directors are pleased to present the 32nd ANNUAL REPORT on the business and operations of the company and the financial statements as at and for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

(Currency : Indian Rupees in lakhs)
Particulars	31-Mar-2024	31-Mar-2023
Revenue from Operations	28,158.12	31,064.59
Other Income	138.46	47.77
Total Revenue	28,296.58	31,112.36
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA)	385.41	2,440.51
Interest and Finance Charges	68.70	123.17
Profit / (Loss) before Depreciation, Exceptional Items & Tax	316.71	2,317.34
Depreciation	64.69	64.30
Exceptional Items	-	-
Profit / (Loss) before Tax (PBT)	252.02	2,253.04
Provision for Tax / Tax expense	35.76	589.99
Profit/(Loss) after Tax (PAT)	216.26	1,663.05
Earnings Per Share (Basic EPS) in Rupees	7.00	53.83

Other Financial Disclosures

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Report.

During the financial year, there was no amount proposed to be transferred to the Reserves. Capital Expenditure during the year was at Rs. 74.09 lakhs (Previous year : Rs. 141.64 Lakhs).

During the year, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013.

Your Company manages cash and cash flow processes assiduously, involving all parts of the business. There was a net cash deficit of Rs.-219.46 lakhs (Previous year : deficit of Rs.-284.29 Lakhs), As at March 31, 2024

The Company’s low debt equity ratio provides ample scope for gearing the Balance Sheet, should the need arise.

Foreign Exchange transactions are fully covered with strict limits placed on the amount of uncovered exposure, if any, at any point in time. There are no materially significant uncovered exchange rate risks in the context of Company’s imports and exports. The Company accounts for mark-to-market gains or losses every quarter end, are in line with the requirements of Ind AS 21. The details of foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:

(Currency : Indian Rupees in lakhs)
Particulars	FY 2023-24	FY 2022-23
Foreign exchange earning	575.16	1,267.83
Foreign exchange outgo	23,504.29	25,866.57

2. OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive, uncertain and volatile business environment, your Company achieved a turnover of Rs. 28,158.12 Lakhs as against Rs. 31,064.59 Lakhs achieved last year -an decrease of around -09%.

3. DIVIDEND

Based on the Company’s healthy performance, the Board of Directors of your Company is pleased to recommend a Dividend of ? 1/- (Rupee One only) per Equity Share of ? 10/- (Rupees Ten only) each for the year ended March 31, 2024. The total Dividend outgo amounts to ? 30.897 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 20, 2024 to Thursday, September 26, 2024 (both days inclusive) for the purpose of payment of the Dividend for the Financial Year ended March 31, 2024 and 32nd Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020, Dividend income is taxable in the hands of the shareholders effective from April 1, 2020 and the Company is required to deduct tax at source from Dividend paid to the Members at prescribed rates as per the Income T ax Act, 1961.

According to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), top 1,000 listed entities based on market capitalisation, calculated as on March, 31 of every Financial Year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a weblink shall also be provided in their Annual Reports. Accordingly, your Company has adopted the Dividend Distribution Policy and the same can be accessed using the following link: https://www.samratpharmachem.com/policy/dividend-distribution-policy/

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education & Protection Fund.

5. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2024 was ? 308.97 Lakhs comprising of 30,89,700 Equity Shares of ? 10/- each. The Company has not issued any Equity Shares during FY 2023-24. There was no change in Share Capital during the year under review.

6. EXPORTS

During your company''s export division registered FOB sales of Rs. 575 lakhs from Rs. 1,268 Lakhs achieved last year. Your Company has initiated several export promotion measures to increase exports.

The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming years.

7. DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

8. LISTING OF SHARES

The Company''s shares are listed on the BSE Ltd. It has paid the listing fees of the said exchange for the period upto March 31, 2025. Y our Company has not been delisted on this exchange for non-payment of listing fees.

9. INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard General Insurance Co Limited

10. WEBSITE

Your company’s website address is www.samratpharmachem.com. The performance of the Company is regularly updated and made available on this website. The website provides other vital information about the Company.

11. SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully aware of its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health & Environment Policy that applies to all employees and activities. The work culture encourages total involvement and commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

• Providing necessary equipment''s and apparatus required for the safe operation of the manufacturing activities

• Observing the rules and regulations with regard to safety & precaution

• Consulting emergency control management team to monitor the safety of the plant

• Conducting regular safety audit

• Encouraging the workforce to use protective equipment''s and maintain cleanliness

• Conducting seminars to impart knowledge to employees on safe operations

• Organising safety week to create safety awareness

Health:

• Conducting medical health check up for all the employees of the Company periodically

• Conducting lecture meetings for providing guidance and counselling on matters of health, diet and exercise

• Conducting seminars to impart knowledge on meditation, yoga and anti-stress therapy

Environment:

• Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

• Updating the ETP plant to make it more nature friendly

• Proper monitoring of the pollution levels in and around the plants

• Planting trees in and around the factory

• Complying with the prescribed norms of pollution control

12. PERSONNEL

As at March 31, 2024, the total number of employees on the payroll of the company were 32. Industrial relations with employees at various levels continue to be cordial.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

In pursuance to the provisions of the Companies Act, 2013, and Articles of Association of the company Mr. Megh Mehta, Executive Director retires by rotation and being eligible has offered himself for re-appointment.

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and the Listing Regulations. The details of training and familiarization program and Annual Board Evaluation process for Directors have been provided in the Corporate Governance Report. The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

Mr. Mahendra Pipalia and Mr. Samir Kothary, Non - Executive Independent Directors have resigned as Independent Directors of the company w.e.f. June 28, 2024 due to their pre-occupation.

The board placed on record words of apperication for their long association with the company and for their guidance, support & co-operation provided to the company on various areas of their expertise.

The board has appointed Mr. Manishkumar Pipalia and Mr. Sachin Kothary as Independent Directors, subject to approval of members at the forth coming Annual General Meeting for a period of 5 (five) consecutive years effective from July 23, 2024

i.e. till July 22, 2029 (both days inclusive).

The board has also appointed Ms. Megha Jain as Independent Director, subject to approval of members at the forth coming Annual General Meeting for a period of 5 (five) consecutive years effective from August 1, 2024 i.e. till July 31, 2029 (both days inclusive).

In pursuant to the provision of the Companies Act, 2013 and rules thereunder, the company has received notices from the members proposing appointment of Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain as Independent Directors of the company.

The company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

The company has devised a policy for the performance evaluation of independent directors, Board committees and other individual directors which include criteria for performance evaluation of non-executive directors and executive directors. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

14. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company has no subsidiaries, joint ventures or any associate companies during the year.

15. MEETINGS OF THE BOARD

During the year under review 5 Board Meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. For further details please refer to the Corporate Governance Report attached to this Annual Report.

16. AUDIT COMMITTEE

The Audit Committee comprised of 3 Directors Mr. Mahendra Pipalia (Chairperson),

Mr. Samir Kothary & Ms. Renu Dharod (Members).

However, due to the resignation of Mr. Mahendra Pipalia & Mr. Samir Kothary w.e.f. June 28, 2024, the audit committee had to be reconstituted.

The Audit Committee has been reconstituted with effect from August 1, 2024 as under.

Mr. Manishkumar Pipalia (Chairperson)

Mr. Sachin Kothary, Ms. Renu Dharod & Ms. Megha Jain (Members)

This committee recommends and reviews the unaudited & audited financial results. It also recommends the appointment / reappointment of Statutory Auditor, Tax Auditor & GST Auditor. It also oversees whistle blower policy and makes recommendation to the Board from time to time. The committee also guides the Board for improving MIS systems, digitalising business operations and making all operations online & law compliant. The Board has accepted all recommendations made by the audit committee during the year.

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprised of 3 Directors Mr. Samir Kothary (Chairperson),

Mr. Mahendra Pipalia & Ms. Renu Dharod (Members).

The Nomination and Remuneration Committee has been reconstituted with effect from August 1, 2024 as under.

Mr. Sachin Kothary (Chairperson)

Ms. Renu Dharod, Mr. Manishkumar Pipalia & Ms. Megha Jain (Members)

This committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which deals with the appointment and remuneration of directors and key managerial personnel. The adopted policy decides about the manner of selection of executive directors, key managerial personnel, and independent directors. The policy also decides about the criteria to be followed for recommending the remuneration of directors and key managerial personnel.

18. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprised of 3 Directors Ms. Renu Dharod (Chairperson),

Mr. Mahendra Pipalia & Mr. Samir Kothary (Members)

However, due to the resignation of Mr. Mahendra Pipalia & Mr. Samir Kothary w.e.f. June 28, 2024, the Stakeholders Relationship Committee had to be reconstituted.

The Stakeholders Relationship Committee has been reconstituted with effect from August 1, 2024 as under.

Ms. Renu Dharod (Chairperson)

Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain (Members)

The committee reviews investor services and the work done by the share transfer agent including adherence to the service standards & resolve investor grievance. The committee also advises the company on various shareholders'' related matters.

19. RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprised of 3 Directors Ms. Renu Dharod (Chairperson),

Mr. Mahendra Pipalia & Mr. Samir Kothary (Members)

However, due to the resignation of Mr. Mahendra Pipalia & Mr. Samir Kothary w.e.f. June 28, 2024, the Risk Management Committee had to be reconstituted.

The Risk Management Committee has been reconstituted with effect from August 1, 2024 as under.

Ms. Renu Dharod (Chairperson)

Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain (Members)

The risk management committee of the board oversees and reviews the risk management framework as well as the assessment of risks, their management and mitigation procedures. They also discuss with senior management regarding enterprise risk management (ERM) and management of cyber security risks. They also assess business risk, credit risk, disaster management and proper coverage of insurance of the fixed assets of the Company including their safety and security.

20. HEALTH, SAFETY AND SUSTAINABILITY COMMITTEE

The Health, Safety and Sustainability Committee comprised of 3 Directors Mr. Samir Kothary (Chairperson),

Mr. Mahendra Pipalia & Ms. Renu Dharod (Members)

The Health, Safety and Sustainability Committee has been reconstituted with effect from August 1, 2024 as under.

Ms. Megha Jain (Chairperson)

Ms. Renu Dharod, Mr. Manishkumar Pipalia & Mr. Sachin Kothary & (Members)

The Committee establishes with management long term environmental and social sustainability, health and safety goals and evaluate the Company''s progress against those goals and report to the Board. It also considers and advises management of emerging environmental and social sustainability issues that may affect the business, performance or reputation of the Company and make recommendations, as appropriate, on how management can address such issues;

The committee monitors the company''s risk management processes related to environmental and social sustainability, health and safety with particular attention to managing and minimising environmental risks and impacts. The Committee also advises the management on implementing, maintaining and improving environmental and social sustainability, health and safety strategies, implementation of which creates value consistent with long term preservation and enhancement of shareholder value.

It also reviews handling of incident reports, pollution control measures, results of investigations into material events, findings from environmental and social sustainability, health and safety audits and the action plans proposed pursuant to the findings.

21. CONSTITUTION OF CSR COMMITTEE

The Corporate Social Responsibility (CSR) Committee comprised of 6 Directors Ms. Renu Dharod (Chairperson),

Mr. Lalit Mehta, Mr. Rajesh Mehta, Mr. Megh Mehta, Mr. Mahendra Pipalia & Mr. Samir Kothary (Members)

However, due to the resignation of Mr. Mahendra Pipalia & Mr. Samir Kothary w.e.f. June 28, 2024, the CSR Committee had to be reconstituted.

The CSR Committee has been reconstituted with effect from August 1, 2024 as under.

Ms. Renu Dharod (Chairperson)

Mr. Lalit Mehta, Mr. Rajesh Mehta, Mr. Megh Mehta, Mr. Manishkumar Pipalia & Mr. Sachin Kothary & Ms. Megha Jain (Members)

The Committee formulates, reviews and recommends to the Board, a CSR policy indicating the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013;

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure I” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company’s website www.samratpharmachem.com

22. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provision of Act and the Corporate Governance requirement as prescribed by Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of Board was evaluated by the Board of Directors after seeking inputs from all directors on the basis of criteria such as Board Composition & Structure, Effectiveness of Board Process, Information and functioning, etc.

In separate meeting of Independent directors’ performance of Non-Independent Directors, performance of the Board as whole and performance of Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

23. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (www.samratpharmachem.com). These policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Policies adopted by the Company:
Name of the policy	Web link
Archival Policy	https://www.samratpharmachem.com/governance-policies/
Appointment of Independent Directors Policy	https://www.samratpharmachem.com/governance-policies/
Related Party Transactions & its Materiality Policy	https://www.samratpharmachem.com/governance-policies/
Familiarization Program for Independent Directors	https://www.samratpharmachem.com/governance-policies/
Remuneration Policy	https://www.samratpharmachem.com/governance-policies/
Privacy Policy	https://www.samratpharmachem.com/governance-policies/
Preservation of Documents Policy	https://www.samratpharmachem.com/governance-policies/
Quality Policy	https://www.samratpharmachem.com/governance-policies/
Safety, Health & Environment (SHE) Policy	https://www.samratpharmachem.com/governance-policies/
Corporate Social Responsibility Policy	https://www.samratpharmachem.com/governance-policies/
Material Subsidiary and its Governance	https://www.samratpharmachem.com/governance-policies/
Whistle-blower Policy	https://www.samratpharmachem.com/investor-policies/
Materiality of Events Policy	https://www.samratpharmachem.com/investor-policies/
Dividend Distribution Policy	https://www.samratpharmachem.com/investor-policies/
Insider Trading Policy	https://www.samratpharmachem.com/investor-policies/
Fair Code For Insider Trading Policy	https://www.samratpharmachem.com/investor-policies/
Inquiry Leak of UPSI	https://www.samratpharmachem.com/investor-policies/
Code of Conduct for Prohibition of Insider Trading	https://www.samratpharmachem.com/investor-policies/
Legitimate Purposes Policy for sharing UPSI	https://www.samratpharmachem.com/investor-policies/
Succession Planning Policy	https://www.samratpharmachem.com/policy/succession- planning-policy/

24. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(Currency : Indian Rupees in lakhs)
Sr. No.	Name & Designation	Remuneration Paid		Increase in remuneration	Ratio/Times per Median
		FY 2023-24	FY 2022-23	from previous year	of employee remuneration
1	Mr. Lalit Mehta Chairman & Managing Director	48.00	36.00	12.00	19.81
2	Mr. Rajesh Mehta Executive Director	42.00	30.00	12.00	17.34
3	Mr. Megh Mehta Executive Director	21.00	15.00	6.00	8.67
4	Mr. Nishant Kankaria Company Secretary	2.57	2.43	0.14	1.06
For more information on the remuneration of Executive Directors & KMP, please refer to the "Annexure II” to the Directors Report

25. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that: -

1. That the preparation of accounts for the Financial Year ended 31st March 2024, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year on that date;

3. That the Directors have taken proper and sufficient care for the maintenance 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;

4. That the Directors'' have prepared the accounts for the financial year ended 31st March 2024 on a going concern basis.

5. That the Directors have laid down internal financial control to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by the management and the relevant board committees, including the audit committee, the board is of the opinion that the company''s internal financial controls were adequate and effective during the financial year 2023-24.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this annual report.

27. CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with a Certificate from the Corporate Governance Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the annual report.

28. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.:

No. of complaints filed during Financial Year 2023-24	Nil
No. of complaints disposed off during Financial Year 2023-24	NA
No. of complaints pending as on 31st March, 2024	NA

29. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of the Act. In line with the requirements of the Act, M/s. Shah & Savla LLP, Chartered Accountants (FRN : 109364W / W100143), was appointed as the statutory auditors of the Company to hold office for their second term of 5 (Five) years till the conclusion of 34th Annual General Meeting for the financial year 2025-26.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

30. STATUTORY AUDITORS REPORT

The report of Statutory Auditors along with notes to schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report. Further there is no incident of fraud requiring reporting by Auditors under section 143(12) of the Companies Act, 2013.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial control procedures commensurate with its size and the nature of business.

The Company has appointed an Internal Auditor who periodically conducts audit of the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans.

32. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder.

33. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. A. A. Mulla & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report submitted by the Secretarial Auditor is enclosed herewith as a part of this report and shown as "Annexure III".

The Secretarial Audit Report contains qualification, reservation or adverse remark pertaining to non-compliance under SEBI (LODR) Regulations, 2015 which has been complied with.

34. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 as issued by the Institute of Company Secretaries of India.

35. COST AUDITORS

The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014, as amended from time to time. Accordingly, cost records have been maintained by the Company.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. S. N. Addagatla & Co., Cost Accountants, (Firm Registration No. 103855), as Cost Auditors to conduct audit of the Company’s cost records for FY 202425 at a remuneration of ? 1,00,000/- (Rupees One Lakh only). The Cost Auditors, M/s. S. N. Addagatla & Co., Cost Accountants, have confirmed that they are free from disqualification specified under Section 141 (3) and Section 148 (3) read with Section 141 (4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company. As required under the provisions of the Act, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the Members at the ensuing Annual General Meeting. An Ordinary Resolution for the ratification of remuneration of Cost Auditors for FY 2024-25 is provided in the Notice under Special Businesses.

Your Directors recommend the same for approval by the Members of the Company.

The Cost Auditor’s Report will be filed within the prescribed period of 180 days from the close of the Financial Year.

36. COST ACCOUNTS AND COST RECORDS

The company is required to maintain cost records under section 148 of the Companies Act 2013 read with The Companies (Cost Records & Audit) Rules 2014. As required under the above mentioned provision, the cost accounts and cost records have been maintained by the company.

37. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost 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 and the Rules made thereunder.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

39. RELATED PARTY TRANSACTION / DISCLOSURE

There are no related party transactions made by the company during the year. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

40. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is available on the Company’s website on https://www.samratpharmachem.com/annual-returns/

41. LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

42. PARTICULARS OF EMPLOYEES

Under the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), 1956 read with Companies (Particulars of Employees) Rules, 2014, the particulars of the employees as required to be mentioned in the Annual Report is not applicable to the company.

43. SHARES ISSUED UNDER EMPLOYEE STOCK OPTION SCHEME (ESOS)

No shares have been issued to the employees under Employee Stock Option Scheme (ESOS) during the year.

44. PUBLIC DEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended March 31, 2024.

45. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules), 2014, is given hereunder.

46. GREEN INITIATIVES

The electronic copies of Annual Report 2023-24 are sent to all members who have registered their email address with the company / depository participants.

47. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company continues to explore & implement measures that will help in conservation and saving of energy.

Measures taken & benefits derived are as follows:

• Hot water coming from steam traps is recycled & used as boiler feed water.

• Using economiser effectively to pre-heat boiler feed water.

• Timely & routine preventive maintenance of boiler.

• Improvement in unit operations leading to reduction in processing time in reactor, centrifuge, drier & other equipment''s to minimize use of electricity.

• Hot water coming from steam traps is recycled & used as boiler feed water.

48. TECHNOLOGY ABSORPTION

The management has focused on productivity and quality improvement in order to optimize manufacturing costs. This has helped in achieving optimum manufacturing costs, improved quality of products and consequently enhanced customer satisfaction. The company uses indigenous technology.

49. DISCLOSURE REQUIREMENTS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

50. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matter as there were no transactions on these matters during the financial year under review.

• There are no material changes and commitments affecting the financial position of the company which have occurred between the end financial year 2023-24 & date of this report

• The company has not accepted any deposit within the meaning of sections 73 & 74 of the companies act 2013 read with companies (Acceptance of Deposits) Rules 2014.

• There are no significant material orders passed by the Regulators / Courts / Tribunals impacting the going concern status of the company and its operations in future.

• The auditors of the company have not reported any fraud as specified under section 143 (12) of the companies act 2013.

• There has been no change in the nature of business of the company.

• The company has not issued any sweat equity shares to its directors or employees.

• The company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• There is no proceeding pending under the Insolvency & Bankruptcy Code 2016 and

• There was no instance of one time settlement with any bank or financial institution.

51. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation towards all associates including customers, suppliers, financial institutions, bankers, employees, consultants, shareholders and to all those who have extended their committed support to the progress of the Company.

---

Mar 31, 2023

The Directors are pleased to present the 31st ANNUAL REPORT on the business and operations of the company and the financial statements as at and for the year ended March 31,2023.

1. FINANCIAL PERFORMANCE

Particulars	31-Mar-2023	31-Mar-2022
Revenue from Operations	31,064.59	22,175.13
Other Income	47.77	63.33
Total Revenue	31,112.36	22,238.46
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA)	2,440.51	2,487.01
Interest and Finance Charges	123.17	67.45
Profit / (Loss) before Depreciation, Exceptional Items & Tax	2,317.34	2,419.56
Depreciation	64.30	59.47
Exceptional Items	-	-
Profit / (Loss) before Tax (PBT)	2,253.04	2,360.09
Provision for Tax / Tax expense	589.99	641.61
Profit/(Loss) after Tax (PAT)	1,663.05	1,718.48
Earnings Per Share (Basic EPS) in Rupees	53.83	55.62

Other Financial Disclosures

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Report.

During the financial year, there was no amount proposed to be transferred to the Reserves. Capital Expenditure during the year was at Rs. 141.64 lakhs (Previous year : Rs. 127.63 Lakhs).

During the year, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013.

Your Company manages cash and cash flow processes assiduously, involving all parts of the business. There was a net cash deficit of Rs.-284.29 lakhs (Previous year : surplus of Rs. 1,446.17 Lakhs), As at March 31, 2023

The Company’s low debt equity ratio provides ample scope for gearing the Balance Sheet, should the need arise.

Foreign Exchange transactions are fully covered with strict limits placed on the amount of uncovered exposure, if any, at any point in time. There are no materially significant uncovered exchange rate risks in the context of Company’s imports and exports. The Company accounts for mark-to-market gains or losses every quarter end, are in line with the requirements of Ind AS 21. The details of foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:

Particulars	FY 2022-23	FY 2021-22
Foreign exchange earning Foreign exchange outgo	1,267.83 25,866.57	1,073.34 15,277.97

2. OPERATIONS

Your company has performed extremely well during the year. In a highly competitive, uncertain and volatile business environment, your Company achieved a turnover of Rs. 31,064.59 Lakhs as against Rs. 22,175.13 Lakhs achieved last year -an increase of more than 40%.

3. DIVIDEND

Based on the Company’s healthy performance, the Board of Directors of your Company is pleased to recommend a Dividend of ? 1/- (Rupee One only) per Equity Share of? 10/- (Rupees Ten only) each for the year ended March 31, 2023. The total Dividend outgo amounts to ? 30.897 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed from Monday, September 18, 2023 to Monday, September 25, 2023 (both days inclusive) for the purpose of payment of the Dividend for the Financial Year ended March 31, 2023 and 31st Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020, Dividend income is taxable in the hands of the shareholders effective from April 1, 2020 and the Company is required to deduct tax at source from Dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

According to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), top 1,000 listed entities based on market capitalisation, calculated as on March, 31 of every Financial Year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a weblink shall also be provided in their Annual Reports. Accordingly, your Company has adopted the Dividend Distribution Policy and the same can be accessed using the following link: https://www.samratpharmachem.com/policy/dividend-distribution-policy/

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education & Protection Fund.

5. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2023 was ? 308.97 Lakhs comprising of 30,89,700 Equity Shares of ? 10/- each. The Company has not issued any Equity Shares during FY 2022-23. There was no change in Share Capital during the year under review.

6. EXPORTS

During your company''s export division registered FOB sales of Rs. 1,268 lakhs from Rs. 1,073 Lakhs achieved last year. Your Company has initiated several export promotion measures to increase exports.

The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming years.

7. DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

8. LISTING OF SHARES

The Company''s shares are listed on the BSE Ltd. It has paid the listing fees of the said exchange for the period upto March 31, 2024. Your Company has not been delisted on this exchange for non-payment of listing fees.

9. INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard General Insurance Co Limited

10. WEBSITE

Your company’s website address is www.samratpharmachem.com. The performance of the Company is regularly updated and made available on this website. The website provides other vital information about the Company.

11. SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully aware of its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health & Environment Policy that applies to all employees and activities. The work culture encourages total involvement and commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

• Providing necessary equipment''s and apparatus required for the safe operation of the manufacturing activities

• Observing the rules and regulations with regard to safety & precaution

• Consulting emergency control management team to monitor the safety of the plant

• Conducting regular safety audit

• Encouraging the workforce to use protective equipment''s and maintain cleanliness

• Conducting seminars to impart knowledge to employees on safe operations

• Organising safety week to create safety awareness

Health:

• Conducting medical health check up for all the employees of the Company periodically

• Conducting lecture meetings for providing guidance and counselling on matters of health, diet and exercise

• Conducting seminars to impart knowledge on meditation, yoga and anti-stress therapy

Environment:

• Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

• Updating the ETP plant to make it more nature friendly

• Proper monitoring of the pollution levels in and around the plants

• Planting trees in and around the factory

• Complying with the prescribed norms of pollution control

12. PERSONNEL

As at March 31, 2023, the total number of employees on the payroll of the company were 29. Industrial relations with employees at various levels continue to be cordial.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

In pursuance to the provisions of the Companies Act, 2013, and Articles of Association of the company Mr. Rajesh Mehta, Executive Director retires by rotation and being eligible has offered himself for re-appointment.

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and the Listing Regulations. The details of training and familiarization program and Annual Board Evaluation process for Directors have been provided in the Corporate Governance Report. The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

The company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

The company has devised a policy for the performance evaluation of independent directors, Board committees and other individual directors which include criteria for performance evaluation of non-executive directors and executive directors. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

14. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company has no subsidiaries, joint ventures or any associate companies during the year.

15. MEETINGS OF THE BOARD

During the year under review 8 Board Meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. For further details please refer to the Corporate Governance Report attached to this Annual Report.

16. AUDIT COMMITTEE

The Audit Committee comprises of the 3 Directors namely, Mr. Mahendra Pipalia (Chairman) and Mr. Samir Kothary and Ms. Renu Dharod as other members of the committee.

This committee recommends and reviews the unaudited & audit financial results. it also recommends the appointment / reappointment of Statutory Auditor, Tax Auditor & GST Auditor. It also oversees whistle blower policy and makes recommendation to the Board from time to time. The committee also guides the Board for improving MIS systems, digitalising business operations and making all operations online & law compliant. The Board has accepted all recommendations made by the audit committee during the year.

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the 3 Directors namely, Mr. Samir Kothary (Chairman), and Mr. Mahendra Pipalia and Ms. Renu Dharod as other members of the committee.

This committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which deals with the appointment and remuneration of directors and key managerial personnel. The adopted policy decides about the manner of selection of executive directors, key managerial personnel, and independent directors. The policy also decides about the criteria to be followed for recommending the remuneration of directors and key managerial personnel.

18. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of the 3 Directors namely, Ms. Renu Dharod (Chairperson) and Mr. Mahendra Pipalia and Mr. Samir Kothary as other members of the committee.

The committee reviews investor services, reviews work done by the share transfer agent including adherence to the service standards & resolve investor grievance. The committee also advises the company on various shareholders'' related matters.

19. RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of the 3 Directors namely, Ms. Renu Dharod (Chairperson) and Mr. Mahendra Pipalia and Mr. Samir Kothary as other members of the committee.

The risk management committee of the board oversees and reviews the risk management framework as well as the assessment of risks, their management and mitigation procedures. They also discuss with senior management regarding enterprise risk management (ERM) and management of cyber security risks. They also assess business risk, credit risk, disaster management and proper coverage of insurance of the fixed assets of the Company including their safety and security.

20. HEALTH, SAFETY AND SUSTAINABILITY COMMITTEE

The Health, Safety and Sustainability Committee comprises of the 3 Directors namely, Mr. Samir Kothary (Chairperson) and Mr. Mahendra Pipalia and Ms. Renu Dharod as other members of the committee.

The Committee establishes with management long term environmental and social sustainability, health and safety goals and evaluate the Company''s progress against those goals and report to the Board. It also considers and advises management of emerging environmental and social sustainability issues that may affect the business, performance or reputation of the Company and make recommendations, as appropriate, on how management can address such issues;

The committee monitors the company''s risk management processes related to environmental and social sustainability, health and safety with particular attention to managing and minimising environmental risks and impacts. The Committee also advises the management on implementing, maintaining and improving environmental and social sustainability, health and safety strategies, implementation of which creates value consistent with long term preservation and enhancement of shareholder value.

It also reviews handling of incident reports, pollution control measures, results of investigations into material events, findings from environmental and social sustainability, health and safety audits and the action plans proposed pursuant to the findings.

21. CONSTITUTION OF CSR COMMITTEE

The Company has constituted CSR Committee which comprises of 6 Directors namely, Mr. Lalit Mehta, Mr. Rajesh Mehta, Mr. Megh Mehta, Mr. Mahendra Pipalia, Mr. Samir Kothary & Ms. Renu Dharod. The Chairperson of the Committee is Ms. Renu Dharod.

The Committee formulates, reviews and recommends to the Board, a CSR policy indicating the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013;

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company’s website www. samratpharmachem .com

22. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provision of Act and the Corporate Governance requirement as prescribed by Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of Board was evaluated by the Board of Directors after seeking inputs from all directors on the basis of criteria such as Board Composition & Structure, Effectiveness of Board Process, Information and functioning, etc.

In separate meeting of Independent directors’ performance of Non-Independent Directors, performance of the Board as whole and performance of Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

23. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (www.samratpharmachem.com). These policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Policies adopted by the Company:

Name of the policy	Web link
Archival Policy	https://www.samratpharmachem.com/governance-policies/
Appointment of Independent Directors Policy	https://www.samratpharmachem.com/governance-policies/
Related Party Transactions & its Materiality Policy	https://www.samratpharmachem.com/governance-policies/

Name of the policy	Web link
Familiarization Program for Independent Directors	https://www.samratpharmachem.com/governance-policies/
Remuneration Policy	https://www.samratpharmachem.com/governance-policies/
Privacy Policy	https://www.samratpharmachem.com/governance-policies/
Preservation of Documents Policy	https: //www. samratpharmachem. com/governance-policie s/
Quality Policy	https://www.samratpharmachem.com/governance-policies/
Safety, Health & Environment (SHE) Policy	https://www.samratpharmachem.com/governance-policies/
Corporate Social Responsibility Policy	https://www.samratpharmachem.com/governance-policies/
Material Subsidiary and its Governance	https://www.samratpharmachem.com/governance-policies/
Whistle-blower Policy	https://www.samratpharmachem.com/investor-policies/
Materiality of Events Policy	https://www.samratpharmachem.com/investor-policies/
Dividend Distribution Policy	https://www.samratpharmachem.com/investor-policies/
Insider Trading Policy	https://www.samratpharmachem.com/investor-policies/
Fair Code For Insider Trading Policy	https://www.samratpharmachem.com/investor-policies/
Inquiry Leak of UPSI	https://www.samratpharmachem.com/investor-policies/
Code of Conduct for Prohibition of Insider Trading	https://www.samratpharmachem.com/investor-policies/
Legitimate Purposes Policy for sharing UPSI	https://www.samratpharmachem.com/investor-policies/

24. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sr. No.	Name & Designation	Remuneration Paid		Increase in remuneration	Ratio/Times per Median
		FY 2022-23	FY 2021-22	from previous year	of employee remuneration
1	Mr. Lalit Mehta Chairman & Managing Director	36.00	36.00	-	11.86
2	Mr. Rajesh Mehta Executive Director	30.00	30.00	-	9.89
3	Mr. Megh Mehta Executive Director	15.00	15.00	-	4.94
4	Mr. Nishant Kankaria Company Secretary	2.43	2.29	0.14	0.80

For more information on the remuneration of Executive Directors & KMP, please refer to the Annexure II to the Directors Report

25. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that: -

1. That the preparation of accounts for the Financial Year ended 31st March 2023, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year on that date;

3. That the Directors have taken proper and sufficient care for the maintenance 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;

4. That the Directors'' have prepared the accounts for the financial year ended 31st March 2023 on a going concern basis.

5. That the Directors have laid down internal financial control to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by the management and the relevant board committees, including the audit committee the board is of the opinion that the company''s internal financial controls were adequate and effective during the financial year 2022-23.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this annual report.

27. CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with a Certificate from the Corporate Governance Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the annual report.

28. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.:

No. of complaints filed during Financial Year 2022-23	Nil
No. of complaints disposed off during Financial Year 2022-23	NA
No. of complaints pending as on 31st March, 2023	NA

29. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of the Act. In line with the requirements of the Act, M/s. Shah & Savla LLP, Chartered Accountants (FRN : 109364W / W100143), was appointed as the statutory auditors of the Company to hold office for their second term of 5 (Five) years from the conclusion of this Annual General Meeting till the conclusion of 34th Annual General Meeting for the financial year 2025-26.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

The Auditors have confirmed that they are not disqualified from being re-appointed as Auditors of the Company. The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

30. STATUTORY AUDITORS REPORT

The report of Statutory Auditors along with notes to schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report. Further there is no incident of fraud requiring reporting by Auditors under section 143(12) of the Companies Act, 2013.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial control procedures commensurate with its size and the nature of business.

The Company has appointed an Internal Auditor who periodically conducts audit of the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans.

32. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder.

33. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. A. A. Mulla & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by the Secretarial Auditor is enclosed herewith as a part of this report and shown as Annexure III. The Secretarial Audit Report contains qualification, reservation or adverse remark pertaining to non-compliance under SEBI (LODR) Regulations, 2015 which has been complied with & penalty imposed by BSE has been paid.

34. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 as issued by the Institute of Company Secretaries of India.

35. COST AUDITORS

The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014, as amended from time to time. Accordingly, cost records have been maintained by the Company.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. S. N. Addagatla & Co., Cost Accountants, (Firm Registration No. 103855), as Cost Auditors to conduct audit of the Company’s cost records for FY 2023-24 at a remuneration of ? 90,000/- (Rupees Ninety Thousand only). The Cost Auditors, M/s. S. N. Addagatla & Co., Cost Accountants, have confirmed that they are free from disqualification specified under Section 141 (3) and Section 148 (3) read with Section 141 (4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company. As required under the provisions of the Act, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the Members at the ensuing Annual General Meeting. An Ordinary Resolution for the ratification of remuneration of Cost Auditors for FY 2023-24 is provided in the Notice under Special Businesses.

Your Directors recommend the same for approval by the Members of the Company.

The Cost Auditor’s Report will be filed within the prescribed period of 180 days from the close of the Financial Year.

36. COST ACCOUNTS AND COST RECORDS

The company is required to maintain cost records under section 148 of the Companies Act 2013 read with The Companies (Cost Records & Audit) Rules 2014. As required under the above mentioned provision, the cost accounts and cost records have been maintained by the company.

37. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost 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 and the Rules made thereunder.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

39. RELATED PARTY TRANSACTION / DISCLOSURE

There are no related party transactions made by the company during the year. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

40. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the Company’s website on https://www.samratpharmachem.com/annual-returns/

41. LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

42. PARTICULARS OF EMPLOYEES

Under the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), 1956 read with Companies (Particulars of Employees) Rules, 2014, the particulars of the employees as required to be mentioned in the Annual Report is not applicable to the company.

43. SHARES ISSUED UNDER EMPLOYEE STOCK OPTION SCHEME (ESOS)

No shares have been issued to the employees under Employee Stock Option Scheme (ESOS) during the year.

₄₄ PUBLIC DEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended March 31, 2023.

45. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules), 2014, is given hereunder.

46. GREEN INITIATIVES

The electronic copies of Annual Report 2022-23 are sent to all members who have registered their email address with the company / depository participants.

47. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company continues to explore & implement measures that will help in conservation and saving of energy.

Measures taken & benefits derived are as follows:

• Hot water coming from steam traps is recycled & used as boiler feed water.

• Using economiser effectively to pre-heat boiler feed water.

• Timely & routine preventive maintenance of boiler.

• Improvement in unit operations leading to reduction in processing time in reactor, centrifuge, drier & other equipment''s to minimize use of electricity.

• Hot water coming from steam traps is recycled & used as boiler feed water.

48. TECHNOLOGY ABSORPTION

The management has focused on productivity and quality improvement in order to optimize manufacturing costs. This has helped in achieving optimum manufacturing costs, improved quality of products and consequently enhanced customer satisfaction. The company uses indigenous technology.

49. DISCLOSURE REQUIREMENTS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

50. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matter as there were no transactions on these matters during the financial year under review.

• There are no material changes and commitments affecting the financial position of the company which have occurred between the end financial year 2022-23 & date of this report

• The company has not accepted any deposit within the meaning of sections 73 & 74 of the companies act 2013 read with companies (Acceptance of Deposits) Rules 2014.

• There are no significant material orders passed by the Regulators / Courts / Tribunals impacting the going concern status of the company and its operations in future.

• The auditors of the company have not reported any fraud as specified under section 143 (12) of the companies act

• ²T⁰h¹e³re^. has been no change in the nature of business of the company.

• The company has not issued any sweat equity shares to its directors or employees.

• The company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• There is no proceeding pending under the Insolvency & Bankruptcy Code 2016 and

• There was no instance of one time settlement with any bank or financial institution.

51. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation towards all associates including customers, suppliers, financial institutions, bankers, employees, consultants, shareholders and to all those who have extended their committed support to the progress of the Company.

By order of the Board of Directors For Samrat Pharmachem Limited

Lalit Mehta

Mumbai Chairman & Managing Director

May 30, 2023 DIN : 00216681

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-Thi rd Annual Report on the business and operation s of the company and the financial accounts for the year ended 31 March 2015

FINANCIAL PERFORMANCE

Particulars 31 March 2015 31 March 2014 Rs. Rs.

Turnover 473,944,268 648,406,345

Profit before tax (PBT) 4,790,643 4,074,680

Provision for tax -950,011 -817,853

Other tax adjustments -121,813 -132,770

Net Deferred Tax Liability -558,880 -705,608 for current year

Profit after tax (PAT) 3,159,939 2,418,449

Profit & Loss account

Opening Balance 100,490,854 98,072,405

Profit of the current year 3,159,939 2,418,449 after tax

Balance carried forward to 103,650,793 100,490,854 Balance Sheet

OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive business environment, your Company achieved a turnover of Rs. 4739.44 Lakhs as against Rs. 6484.06 Lakhs achieved last year - a decrease of around 26.91%. Production of 212.4565 tons of pharmaceutical chemicals was achieved during the year.

DIVIDEND

In order to conserve the resources, your Directors do not recommend payment of Dividend for the financial year ended 31st March, 2015.

EXPORTS

During the year 2014-2015 your company's ex port division registered sales of Rs. 855.38 Lacs, down from Rs. 1,753.71 Lacs last year. Your Company has initiated several export promotion measures to increase exports. The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming years.

DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

LISTING OF SHARES

The Company's shares are listed on the Bombay Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd and Vadodara Stock Exchange Ltd. It has paid the listing fees of all the exchanges for the period upto 31st March, 2016 from whom the payment notices were received. Your Company has not been delisted on any of these exchanges for non-payment of listing fees.

INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard General Insurance Co Ltd & United India Insurance Co. Ltd.

WEBSITE

Your company's website address is www.samratpharmachem.com. The performance of the Company is regularly updated and made available on this website. The website provides other vital information about the Company.

SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully aware of its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health & Environment Policy that applies to all employees and activities. The work culture encourages total involvement and commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

* Providing necessary equipment's and apparatus required for the safe operation of the manufacturing activities

* Observing the rules and regulations with regard to safety & precaution

* Consulting emergency control management team to monitor the safety of the plant

* Conducting regular safety audit

* Encouraging the workforce to use protective equipments and maintain cleanliness

* Conducting seminars to impart knowledge to employees on safe operations

* Organising safety week to create safety awareness

Health:

* Conducting medical health check up for all the employees of the Company periodically

* Conducting lecture meetings for providing guidance and counseling on matters of health, diet and exercise

* Conducting seminars to impart knowledge on meditation, yoga and anti-stress therapy

Environment:

* Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

* Updating the ETP plant to make it more nature friendly

* Proper monitoring of the pollution levels in and around the plants

* Planting trees in and around the factory

* Complying with the prescribed norms of pollution control

PERSONNEL

As on 31st March 2015, the total number of employees on the payroll of the company were 29. Industrial relations with employees at various levels continue to be cordial.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In pursuance to the provisions of the Companies Act, 2013, and Articles of Association of the company Mr. Rajesh Mehta, Director retires by rotation and being eligible has offered himself for re-appointment.

During the year Ms. Renu Dharod was apointed as an Additional Director effective from 14th February, 2015 to hold office upto the date of next Annual General Meeting of the company. It is proposed to appoint her as an Independent Director from the date of AGM for a period of 5 years till September 2020.

The company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

The company has devised a policy for the performance evaluation of independent directors, Board committees and other individual directors which include criteria for performance evaluation of non-executive directors and executive directors. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company has no subsidiaries, joint ventures or any associate companies during the year.

During the year under review five (5) Board Meetings were held. The inetervening gap between the meetings was within the period prescribed under the Companies Act, 2013. For further details please refer to the Corporate Governance Report attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the 3 Directors namely, Mr. Samir Kothary (Chairman), and Mr. Mahendra Pipalia and Mr. Rajesh Mehta as other members of the committee.

This committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which deals with the appointment and remuneration of directors and key managerial personnel. The adopted policy decides about the manner of selection of executive directors, key managerial personnel, and independent directors. The policy also decides about the criteria to be followed for recommending the remuneration of directors and key managerial personnel.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provision of Act and the Corporate Governance requirement as prescribed by Securities and Exchange Board of India (SEBI) under clause 49 of listing Agreement. The performance of Board was evaluated by the Board of Directors after seeking inputs from all directors on the basis of criteria such as Board Composition & Structure, Effectiveness of Board Process, Information and functioning, etc.

In separate meeting of Independent directors' performance of Non -Independent Directors, performance of the Board as whole and performance of Chairman was evaluated, taking into account the views of executive directors and non- executive directors.

VIGIL MECHANISM

The vigil mechanism of the company, which al so incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics and Compliance Task Force comprising of senior executives of the company. It deals with instance of fraud and mismanagement, if any in the company. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The whistle blower Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination is meted out to any person for a genuinely raised concern.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appoin tment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(Rs. lakh)

Remuneration Remuneration Sr. No. Name & Designation Paid FY Paid FY 2014-15 2013 14



1 Mr. Lalit Mehta, CMD 1,500,000 480,000

2 Mr. Rajesh Mehta, ED 1,440,000 420,000

(Rs. lakh)

Sr. No. Name & Designation Increase in remuneration Ratio/Times per from previous Median of employee year remuneration

1 Mr. Lalit Mehta, CMD 1,020,000 15.65

2 Mr. Rajesh Mehta, ED 1,020,000 15.03

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that: -

1. That the preparation of account s for the Financial Year ended 31st March 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year on that date;

3. That the Directors have taken proper and sufficient care for the maintenance 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;

4. That the Directors' have prepare d the accounts for the financial year ended 31st March 2015 on a going concern basis.

5. That the Directors have laid down internal financial control to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by the management and the relevant board committees, including the audit committee the board is of the opinion that the company's internal financial controls were adequate and effective during the financial year 2014-15.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE & SHAREHOLDERS INFORMATION

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Shah, Shah & Shah, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDIT COMMITTEE

The Audit committee comprises 3 Directors namely Mr. Mahendra Pipalia (Chairman), Mr. Rajesh Mehta (Executive Director-Member) and Mr. Samir Kothary (Member). All the recommendations made by the Audit Committee was accepted by the Board.

AUDITORS

M/s. Shah, Shah & Shah, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Shah, Shah & Shah as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Twenty-Fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITORS REPORT

The report of auditors is self explanatory and do not require any further elucidation.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. A. A. Mulla & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report submitted by the Secretarial Auditor is enclosed herewith as a part of this report and shown as Annexure I.

RELATED PARTY TRANSACTION / DISCLOSURE

There are no related party transactions made by the company during the year. AOC 2 report is attached to this report as Annexure II.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual report is given in the Annexure III in the prescribed Form MGT-9, which forms part of this report.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

Under the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), 1956 read with Companies (Particulars of Employees) Rules, 2014, the particulars of the employees as required to be mentioned in the Annual Report is not aplicable to the company.

SHARES ISSUED UNDER EMPLOYEE STOCK OPTION SCHEME (ESOS)

No shares have been issued to the employees under Employee Stock Option Scheme (ESOS) during the year.

PUBLIC DEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2015.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules), 2014, is given hereunder.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company continues to explore & implement measures that will help in conservation and saving of energy.

Measures taken & benefits derived are as follows:

* Hot water coming from steam traps is recycled & used as boiler feed water.

* Using economiser effectively to pre-heat boiler feed water.

* Timely & routine preventive maintenance of boiler.

Improvement in unit operations leading to reduction in processing time in reactor, centrifuge, drier & other

* equipments to minimize use of electricity.

* Hot water coming from steam traps is recycled & used as boiler feed water.

TECHNOLOGY ABSORPTION

The management has focused on productivity and quality improvement in order to optimize manufacturing costs. This has helped in achieving optimum manufacturing costs, improved quality of products and consequently enhanced customer satisfaction. The company uses indigenous technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earned Rs. 85,538,479 F.O.B. Value of export of finished goods (Previous year Rs. 175,371,348)

Foreign exchange used Rs. 315,936,028 Import of raw materials (Previous year Rs. 479,701,130)

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation towards all associates including customers, supplier s, financial institutions, bankers, employees, consultants, shareholders and to all those who have extended their committed support to the progress of the Company.

By order of the Board of Directors For Samrat Pharmachem Limited

Place : Mumbai Date : 30 May 2015

Lalit Mehta Chairman & Managing Director DIN : 00216681

---

Mar 31, 2014

Dear members,

The Directors are pleased to present the Twenty-Second Annual Report on the business and operations of the company and the financial accounts for the year ended 31 Mar 2014.

FINANCIAL PERFORMANCE

Particulars 31 March 2014 31 March 2013

Rs. Rs.

Turnover 648,406,345 705,211,732

Profit before tax 4,074,680 5,815,646

Provision for tax -817,853 -1,184,889

Net Deferred Tax Liability for current year -705,608 -489,591

Profit after tax 2,551,219 4,141,166

Profit & Loss account

Balance brought forward 98,072,405 94,069,455

Profit of the current year after tax 2,522,695 4,141,166

Tax adjustment of previous year -104,246 -138,216

Balance carried to Balance Sheet 100,490,854 98,072,405

OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive business environment, your Company achieved a turnover of Rs. 6484.06 Lakhs as against Rs. 7052.11 Lakhs achieved last year - a decrease of around 8.06%. Production of 238.04 tons of pharmaceutical chemicals was achieved during the year.

DIVIDEND

In order to conserve the resources, your Directors do not recommend payment of Dividend for the financial year ended 31st March, 2014.

EXPORTS

During the year 2013-2014 your company''s export division registered sales of Rs. 1753.71 Lacs, down from Rs. 1,788.56 Lacs last year. Your Company has initiated several export promotion measures to increase exports. The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming years.

DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

CORPORATE GOVERNANCE

Certificate of auditor of your company regarding compliance of the conditions of Corporate Governance as stipulate in Clause 49 of the listing agreement with stock exchange, is enclosed. Your Company has been practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles ( corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

LISTING OF SHARES

The Company''s shares are listed on the Bombay Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd, Vadodara Stock Exchange Ltd, Saurashtra Kutch Stock Exchange Ltd & Pune Stock Exchange Ltd. It has paid the listing fees (all the exchanges except Saurashtra Kutch Stock Exchange for the period upto 31st March, 2014. The listing fees) Saurashtra Kutch Stock Exchange was not paid due to non-receipt of invoice or intimation for payment of listing fee from the said exchange. The same will be paid on receipt of any communication from the stock exchange. Your Company has not been delisted on any of these exchanges for non-payment of listing fees.

INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard Gener; Insurance Co Ltd., United India Insurance Co. Ltd & The Oriental Insurance Co. Ltd.

WEBSITE

Your company''s website address is www.samratpharmachem.com. The performance of the Company will be regular! updated and be made available on this website. Also the website provides other vital information about the Company;

SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully alive to its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health Environment Policy that applies to all employees and activities. The work culture encourages total involvement an commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

* Providing necessary equipments and apparatus required for the safe operation of the manufacturing activities;

* Observing the rules and regulations with regard to safety & precaution

* Consulting emergency control management team to monitor the safety of the plant

* Conducting regular safety audit

* Encouraging the workforce to use protective equipments and maintain cleanliness

* Conducting seminars to impart knowledge to employees on safe operations

* Organising safety week to create safety awareness

Health:

* Conducting medical health check up for all the employees of the Company periodically

* Conducting lecture meetings for providing guidance and counseling on matters of health, diet and exercise

* Conducting seminars to impart knowledge on meditation, yoga and anti-stress therapy

Environment:

* Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

* Updating the ETP plant to make it more nature friendly

* Proper monitoring of the pollution levels in and around the plants

* Planting trees in and around the factory

* Complying with the prescribed norms of pollution control

PERSONNEL

As on 31st March 2014, the total number of employees on the payroll of the company were 29. Industrial relations with employees at various levels continue to be cordial.

DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with the Stock Exchanges, appointed Mr. Mahendra Pipalia and Mr. Samir Kothary as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1,2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Rajesh Mehta, Director retires by rotation and being eligible has offered himself for re-appointment.

During the year Mr. Hitendra Shah, Non Executive Independent Director resigned from office as a Director effective from October 1,2013, due to his pre-occupation. The Board places on record their gratitude for the valuable services rendered by Mr. Hitendra Shah to the company during his tenure.

AUDITORS

M/s. Shah, Shah & Shah, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Shah, Shah & Shah as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Twenty-Fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITORS REPORT

The report of auditors is self explanatory and do not require any further elucidation.

PARTICULARS OF EMPLOYEES

The company does not have any employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

DISCLOSURE OF PARTICULARS

Information as per section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required u/s 383A of the Companies Act 1956 for the financial year ended 31st

March, 2014 has been obtained from the practicing company secretary and is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended with respect of Directors Responsibility

Statement, it is hereby confirmed:-

1. That the preparation of accounts for the Financial Year ended 31st March 2014, the applicable accounting standards have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors'' have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are thankful to you, our customers, suppliers, bankers, employees, consultants and to all those who have extended their committed support to the progress of your Company.

By Order of the Board of Directors For Samrat Pharmachem Limited

Place: Mumbai Rajesh Mehta Date: 30th May 2014 Executive Director

---

Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report on the business and operations of the company and the financial accounts for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

Particulars 31 March 2010 31 March 2009 Rs. Rs.

Turnover 479,695,242 389,599,474

Profit before tax 14,021,077 528,739

Provision for tax -2,490,558 -1,259,475

Net Deferred

Tax Liability

for current year -239,611 -300,063

Profit after tax 11,290,908 -1,030,800

Profit & Loss account

Balance brought

forward 31,602,064 32,632,864

Profit of the current

year after tax 11,290,908 -1,030,799

Tax adjustment of

previous year -17,896 0

Balance carried to

Balance Sheet 42,875,077 31,602,064



OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive business environment, your Company achieved a turnover of Rs. 4796.95 Lakhs as against Rs. 3895.99 Lakhs achieved last year - an increase of around 23%. Production of 397.73 tonnes of pharmaceutical chemicals was achieved during the year.

DIVIDEND

In order to conserve the resources, your Directors do not recommend payment of Dividend for the current year.

EXPORTS

During the year 2009-2010 your companys export division registered sales of Rs. 648.21 Lacs, down from Rs. 854.55 Lacs last year. Your Company has initiated several export promotion measures to increase exports. The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming year.

DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

CORPORATE GOVERNANCE

Certificate of auditor of your company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchange, is enclosed. Your Company has been practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The company has adopted Code of Conduct for Directors and Employees of the Company as stipulated in revised Clause 49 of the Listing Agreement effective from 1st January, 2006.

Your company is following all norms of Corporate Governance as laid down in Clause 49 of the listing agreement. The company has not carried out the Corporate Governance Voluntary Guidelines 2009 in the financial year 2009-10. The company will fulfill the requirement as laid down under Corporate Governance Voluntary Guidelines 2009 from the next financial year.

LISTING OF SHARES

The Companys shares are listed on the Bombay Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd, Vadodara Stock Exchange Ltd, Saurashtra Kutch Stock Exchange Ltd & Pune Stock Exchange Ltd. It has paid the listing fees at all the stock exchanges except Saurashtra Kutch Stock Exchange Ltd, for the period upto 31st March, 2011. The listing fees of Saurashtra Kutch Stock Exchange Ltd were not paid due to non-receipt of invoice or intimation for payment of listing fees from the said exchange. The same will be paid on receipt of any communication from Saurashtra Kutch Stock Exchange Ltd. Your Company has not been delisted on any of these exchanges for non-payment of listing fees.

INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard General Insurance Co Ltd. & United India Insurance Co. Ltd.

WEBSITE

Your companys website address is www.samratpharmachem.com. The performance of the Company will be regularly updated and be made available on this website. Also the website provides other vital information about the Company.

ERP

Your company has implemented Enterprise Resource Planning (ERP) System from 1st April, 2010. The successful implementation of ERP system has improved information flow across the company.

CCTV

Your company has installed 16 Closed Circuit TV Cameras at its Registered Office cum Factory at Ankleshwar for monitoring the day to day operations.

SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully alive to its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health & Environment Policy that applies to all employees and activities. The work culture encourages total involvement and commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

- Providing necessary equipments and apparatus required for the safe operation of the manufacturing activities

- Observing the rules and regulations with regard to safety & precaution

- Consulting emergency control management team to monitor the safety of the plant

- Conducting regular safety audit

- Encouraging the workforce to use protective equipments and maintain cleanliness

- Conducting seminars to impart knowledge to employees on safe operations

- Organising safety week to create safety awareness

Health:

- Medical health check up were carried out for all the employees of the Company

- Lecture meetings were arranged for providing guidance and counseling on matters of health, diet and exercise

- Seminars were arranged on meditation, yoga and anti-stress therapy

Environment:

- Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

- Updating the ETP plant to make it more nature friendly

- Proper monitoring of the pollution levels in and around the plants

- Planting trees in and around the factory

- Complying with the prescribed norms of pollution control

PERSONNEL

As on 31st March 2010, the total number of employees on the payroll of the company was 29. Industrial relations with employees at various levels continue to be cordial.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh Mehta & Mr. Hitendra Shah retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors of the Company M/s. Nalin S. Parekh & Co., Chartered Accountants, Mumbai hold office till the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The report of auditors is self explanatory and do not require any further elucidation.

PARTICULARS OF EMPLOYEES

The company does not have any employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

DISCLOSURE OF PARTICULARS

Information as per section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required u/s 383A of the Companies Act 1956 for the financial year ended 31st March, 2010 has been obtained from the practicing company secretary and is attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended with respect of Directors responsibility statement, it is hereby confirmed: -

1. That the preparation of accounts for the Financial Year ended 31st March 2010, the applicable accounting standards have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31 st March 2010 on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are thankful to you, our customers, suppliers, bankers, employees, consultants and to all those who have extended their committed support to the progress of your Company.

By Order of the Board of Directors

For Samrat Pharmachem Limited

Place: Mumbai Lalit Mehta

Date: 31st May 2010 Chairman &

Managing Director