To,
The Members
Samrat Pharmachem Limited
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 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 Iying 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. 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, 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 / re appointment 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).
However, due to the resignation of Mr. Mahendra Pipalia & Mr. Samir
Kothary w.e.f. June 28, 2024, the Nomination and Remuneration committee had to be
reconstituted. 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)
However, due to the resignation of Mr. Mahendra Pipalia & Mr. Samir
Kothary w.e.f. June 28, 2024, the Health, Safety and Sustainability Committee had to be
reconstituted. 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)
|
Remuneration Paid |
|
|
Sr. No. Name & Designation |
FY 2023-24 |
FY 2022-23 |
Increase in remuneration from previous
year |
Ratio/Times per Median 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 2024
25 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.
|
By order of the Board of Directors |
|
For Samrat Pharmachem Limited |
|
Lalit Mehta |
Mumbai |
Chairman & Managing Director |
August 1, 2024 |
DIN : 00216681 |
|