| 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
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