India Gelatine Director Discussions


<dhhead>DIRECTORS’REPORT</dhhead>

The Directors of your Company have pleasure to present 51st Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL SUMMARY:

The highlights of financial performance of the Company, for the year ended March 31, 2023, are summarized hereunder:

Rs in Lakhs

2022-2023

2021-2022

Total Revenue

20,835.03

16,363.58

Profit for the year after deducting all expenses but

3,656.64

1,113.51

before interest, depreciation and taxation (EBIDTA)
LESS:
Interest & Financial Charges

64.90

19.11

Depreciation

385.05

360.04

Provision for Taxation
Current Tax

749.96

213.12

Deferred Tax

62.85

(39.43)

Short / (Excess) provision of taxation of earlier year

3.94

(0.46)

2,389.94

561.14

Add: Other comprehensive income

(42.74)

77.31

NET PROFIT FOR THE YEAR TO WHICH IS ADDED:

2,347.20

638.45

Surplus Brought Forward

1,705.05

1,343.90

BALANCE AVAILABLE FOR APPROPRIATION

4,052.25

1,982.35

APPROPRIATION FOR
Dividend paid

177.31

177.31

Corporate Dividend Tax

-

-

General Reserve

100.00

100.00

Surplus Carried to next years account

3,774.94

1,705.05

4,052.25

1,982.36

 

Your company places on record its gratitude and appreciation to all shareholders for their unflinching support and confidence in the management and staff since inception. As we hit the milestone of half a century this year, 2023 at India Gelatine & Chemicals Ltd. it is indeed a very proud moment for all of us and the best gift we could offer or announce to commemorate this momentous occasion is our stupendous performance. For the first time in the history of the company after having achieved the highest turnover in the previous financial year, we have ensured the graph climbs higher as the turnover moved upwards once again along with the profits as well which have recorded a 400% growth on a Y-O-Y basis. The total revenue has crossed the Rs 200 crore mark which is a huge step forward in terms of growth and profitability.

We appreciate the efforts of all the staff and employees of the company for their efforts and support for the past 50 years without whom we would not be able to achieve this great milestone.

Members would be happy to note that the employees of the company having served more than 25 years, 35 years and 40 years and above were felicitated by The Honble Minister for Fisheries, Animal Husbandry and Dairying - Shri Parshottam Rupala on the 24th of February 2023.

The sales of the companys products namely Gelatine, Ossein and Di Calcium Phosphate (DCP) were strong and realizations were higher as well during the year.

Gelatine sales have increased to Rs 11367.10 lakhs (net of duties & taxes) which is about 8 % higher than the previous year and whereas Ossein sales have increased to Rs 3340.92 lakhs which is 144% higher than the previous year.

ECONOMIC SCENARIO & OUTLOOK:

The Indian Pharmaceutical Industry ranks third globally in pharmaceutical production by Volume and is known for its Generic medicines and low cost vaccines. The sector contributed to around 1.32% of the Gross Value Added (at 201112 constant prices) of the Indian economy in 2020-21. The total annual turnover of Pharmaceuticals in the F.Y. 2021-22 was 3,44,125 crore (USD 42.34 Bn.)

There are 500 API manufacturers contributing about 8% in the Global API industry. India is the largest supplier of generic medicines accounting for 20% of the global supply of generics. (Govt. of India Ministry of Chemicals & Fertilizers Dept. of Pharmaceuticals Annual report 2022-23)

India witnessed strong financial markets as well as capital inflows as India and the world began coming out of the Covid pandemic. The Russia/Ukraine war created massive imbalances in Europe which ended in the creation of supply chain hurdles and increases in energy costs.

This led to a favourable situation for the Indian Gelatine industry as the export markets for Indian Gelatine opened. This allowed higher export sales of both Ossein and Gelatine in terms of volume as well as value.

The demand for the products of the company especially Ossein witnessed a significant increase primarily on account of raw material shortages in the world especially Europe where pig skin availability was in short supply and prices spiraled to historical high levels. Whereas DCP demand domestically continued to remain strong although at subdued prices as compared to the first half of the fiscal year. Although demand for phosphate in different forms remains high, the large imports of other phosphate alternatives and cheaper domestic rock phosphate based DCP, it resulted in softening of the market for DCP produced by the Gelatine industry.

Raw material availability was a tad better during the year however, quality deterioration continues and yields from the Indian bones keeps falling. Improvement in the quality of the bones by educating the supply chain has not yielded the kind of results as expected. As a consequence, the company plans its own route of collection and crushing of the bones thereby having a greater control on the quality. This implementation is likely to be completed during the second half of the next financial year. The effects of which will be noticeable only toward the end of 2023-24.

The company has been importing bones from overseas and continues to find other alternative geographies for the sourcing of bones to augment the availability. Although the imported bones are significantly higher in value the resultant yields and the superior quality of the finished goods do allow the imports to be more attractive than consuming the domestic raw materials.

Hydrochloric Acid along with Hydrated Lime, the other two major raw materials of the company were easily available during the year. The prices were also lower than the previous year which allowed better realizations for Gelatine as well as Ossein.

GREEN INITIATIVES:

(1) Hot Air Generator (HAG) :

We are extremely happy to announce that the companys efforts in achieving of its green initiatives have finally taken off and that the commissioning of the Hot Air Generator (HAG) has been done in February 2023 thereby altogether eliminating the use of fossil fuels for the drying of Ossein and DCP The company now uses agricultural waste as the fuel for its heating needs for Ossein & DCP

(2) Solar Plant:

Another project which is also aimed towards the achievement of its green initiatives was the installation of the 2400 kW aC / 3000 kW DC Solar project. The company has installed solar plant about 120 kms. to the north of the Gelatine plant in the vicinity of Bharuch which has also been implemented during March 2023. The project was initially delayed on account of the non-availability of timely supplies of the solar panels from the vendor as well as minor mishaps during the commissioning period. It is hoped that given the strategic location for the solar project of the company where the sun shines bright and the number of daylight is reasonably high the company would be able to benefit greatly on account of power costs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is annexed herewith as "Annexure-A" forming part of the Annual Report.

DIVIDEND:

Your directors recommended final dividend of @ 35% i.e. Rs 3.50 per share and on the occasion of Golden Jubilee year, additional special dividend @ 15% i.e. Rs 1.50 per share, aggregating to a total dividend @ 50% (i.e. Rs 5.00 per share) (previous year 25% i.e. Rs 2.50 per share) on Equity Shares of Rs 10/- each of the company for the year ended 31st March, 2023.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") scheduled to be held on Wednesday, 27th September, 2023 at 2:30 p.m. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961

TRANSFER TO RESERVES:

Your Directors has approved a transfer of 100 Lakhs to the General Reserve for the year ended March 31, 2023 as against an amount of Rs 100 Lakhs transferred in the previous year.

SHARE CAPITAL:

As on March 31, 2023, the authorised share capital of the Company was 12,50,00,000 consisting of 1,25,00,000 equity shares of face value 10 each and the Issued, Subscribed and Paid-up equity share capital was Rs 7,09,23,000 consisting of 70,92,300 equity shares of face value 10 each.

There was no change in the capital structure of the Company during the year.

TAXATION:

The Company has made a provision of Rs 749.96 Lakhs towards current years Income Tax.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed. INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered under insurance.

INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial and satisfactory.

PUBLIC DEPOSITS:

During the financial year 2022-2023, your Company has not accepted any deposits within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the "details of deposits which are not in compliance with the requirements of Chapter V of the Act" are not applicable to the Company.

CORPORATE GOVERNANCE:

Good corporate governance underpins the way we conduct business. Your Directors affirm their continued commitment to the highest level of corporate governance practices. Your Company fully adheres to the standards set out by the SEBI for corporate governance practices.

The Chairman & Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations.

The Corporate Governance Report including the General Shareholder Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Practicing Company Secretaries regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS:

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. The company has complied with SS-1 and SS-2.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2015-16 lying in the unclaimed dividend account of the Company as on November 02, 2023 will be transferred to IEPF on the due date. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such

transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company has transferred unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines.

The details of unclaimed dividends and shares transferred to IEPF during Financial Year 2022-2023 are as follows:

Financial Year

Amount of Unclaimed Dividend Transferred (Rs in Lakhs)

Number of Shares Transferred

2014-15

3.279

13,866

 

The Company has sent individual communication to the concerned shareholders at their registered address, whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF. The communication was also published in newspapers.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5 in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the shares/unclaimed dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.indiagelatine.com. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the company which are liable to be transferred, on the website of the Company.

Ms. Tanaya Tulsi Daryanani, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www.indiagelatine.com.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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 the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year.

According to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2023, the Board of Directors, to the best of their knowledge and belief, states that:

i) in the preparation of the annual accounts, the applicable accounting standards or any addendum thereto, have been followed and there are no material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) proper internal financial controls were in place and that the financial controls are adequate and were operating effectively;

vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT Statutory Auditors:

The Statutory Auditors M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W, were appointed by the members of the Company in 50th Annual General Meeting, to hold office from the conclusion of 50th Annual General meeting for a term of consecutive five years till conclusion of 55th Annual General Meeting to be held in the year 2027 in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014. In terms of the Notification issued by the Ministry of Corporate Affairs dated 7th May, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W would continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 55th AGM to be held in 2027.

AUDITORS REPORT

The report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remarks.

Disclosure under Section 143(12) of the Act

During the year under review, the Auditors have not reported to the Audit Committee or the Board any instances of fraud or irregularities against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013 and Rules made there under, the details of which would need to be mentioned in the Boards report, which forms part of this Annual Report.

SECRETARIAL AUDITOR AND AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31st March, 2023

Secretarial Audit Report has been issued by M/s. Samdani Shah & Kabra, Practicing Company Secretaries in Form MR-3.The said report does not contain any observation or qualification requiring explanation or adverse remark. The Secretarial Audit report is annexed herewith as "Annexure-E" to this report.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019 dated 8th February, 2019, M/s Chirag Shah & Associates, Practicing Company Secretaries has submitted Annual Secretarial Compliance Report for the financial year 2022-23 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued thereunder. The said Annual Secretarial Compliance Report was submitted with the stock exchange within the given timeframe & made available on the website of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration of Directors, Key Managerial Personnel and other employees)

(a) Policy on Directors Appointment

The Board has put in place a policy on appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a Director as required under Section 178(3) of the Act.

The said Nomination and Remuneration Policy, inter alia, is directed to work as guiding principles on qualifications, positive attributes and independence for the appointment of a Director, remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel, performance evaluation of all Directors and achieving the benefits of having a diverse Board. The Guidelines lay down the following:

• Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director, Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and directorship)

• Board appointment

• Directors Remuneration

• Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors)

• Board effectiveness review

The aforesaid policy of the Company on Directors appointment and remuneration, under Section 178(3) of Companies Act, 2013 is available on our website i.e. www.indiagelatine.com or on below mentioned weblink:

http://www.indiagelatine.coiTi/financial/NoiTiination%20&%20ReiTiuneration%20Policy_2023.pdf

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has adopted a process for performance evaluation of the Board and its Committees & performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, quality of relationship between the Board and management, meetings of the Board.

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors on the Board carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Directors performance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Evaluation parameters of individual directors including the Chairman of the Board and Independent Directors were based on knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct etc.

Pursuant to the provisions of the Act and Regulation 25(4) of SEBI Listing Regulations, Independent Directors in their separate meeting held on 24th February, 2023 have also evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

DISCLOSURES BY THE DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the "Act") and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA’) and have completed the online proficiency self-assessment test conducted by the Institute notified under the section 150(1) of the Act.

The Directors and Senior Management Personnel have complied with the code of conduct for Directors and Senior Management.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 4 times and the independent Directors once during the financial year ended March 31, 2023. The dates on which the Board meetings were held are 27.05.2022, 04.08.2022, 07.11.2022 & 09.02.2023.

The other details of which are mentioned in the Corporate Governance Report annexed herewith. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS:

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees. The Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee and Stakeholder Relationship Committee, number of meetings held of each Committee during the financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS

Pursuant to the provisions of Section 152(6) of the Companies Act, Mrs. Shefali V. Mirani (DIN: 03107547) who retires by rotation and being eligible, offers herself for re-appointment.

The shareholders at the Annual General Meeting held on September 22, 2022, approved a) the re-appointment of Mr. Viren C. Mirani (DIN: 00044901) as the Managing Director of the Company for a further term of 3 years w.e.f. 1st April, 2023 and b) re-appointment of Mrs. Shefali V. Mirani (DIN: 03107547), as an Executive Director of the Company for a further term of 3 years w.e.f. 1st April, 2023.

KEY MANAGERIAL PERSONNEL

During the year under review, the following were the Key Managerial Personnel of the Company:

a) Mr. Viren C. Mirani - Chairman & Managing Director;
b) Mr. Nishant P Odhvani $ - Chief Financial Officer;
c) Ms. Vishakha H. Purohit * - Chief Financial Officer
d) Ms. Tanaya T. Daryanani - Company Secretary.

 

$ Mr. Nishant P Odhvani, Chief Financial Officer (CFO) of the Company gave the resignation from the position of CFO & Key Managerial Personnel (KMP) w.e.f. closing of business hours on 21st April, 2022 to explore other opportunities.

*Ms. Vishakha H. Purohit was appointed as Chief Financial Officer & Key Managerial Personnel (KMP) of the Company w.e.f. 4th August, 2022.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate internal control systems to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report submitted by the Internal Auditors on a quarterly basis. During the Audit Process no material discrepancies have been reported by the Internal Auditor.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans and/or investments made by the Company under the aforesaid provisions during the Financial Year 2022-23 have been provided in the Notes to the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on March 31, 2023, to which the Financial Statement relate and the date of this Report.

PARTICULARS ON REMUNERATION

The remuneration paid to Directors, Key Managerial Personnel ("KMP"), and Senior Management Personnel ("SMP") during Financial year ended 31st March, 2023 was in accordance with the Nomination and Remuneration Policy of the Company.

The prescribed particulars of Employees required under Section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-B" to this Report.

The information required under 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) Rules,2014 and forming part of the Boards Report for the year ended 31st March, 2023 is given in the "Annexure B" of this Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, as amended from time to time, the Annual Return as on March 31, 2023 in the form MGT-7 is available on the Companys website at the web-link given below:

https://www.indiagelatine.com/financial/DRAFT MGT 7 22-23 PDF.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as "Annexure- F". There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is uploaded on the Companys website at the web-link given below:

http://www.indiagelatine.com/financial/Policv%20on%20Materialitv%20of%20related%20partv%20transaction%20 updated.pdf

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder.

RISK MANAGEMENT

Pursuant to Section 134 of the Act, the Company has adopted a risk management policy to identify, analyse, evaluate & categorize various risks, implement measures to minimize/mitigate the impact of these risks where it is deemed necessary and possible and a process to monitor them on a regular basis with strategy and business planning.

The Company periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of sub-section 9 of section 177 of Companies Act. 2013 ("the Act" or "Act") and in terms of Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and policy is also uploaded on the Companys website at the web-link given below:

http://www.indiagelatine.com/financial/Whistle%20blower%20policy%20as%20per%20L0DR.pdf CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Corporate Social Responsibility (CSR) Committee has been constituted pursuant to Section 135 of the Companies Act, 2013. Detailed information about composition of the Committee, details of meetings held, attendance etc. along with 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 of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as "Annexure-D" and forms an integral part of the Report.

The Corporate Social Responsibility (CSR) Policy is available on the website of the Company i.e. www.indiagelatine. com

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the reporting year, no complaint has been received with respect to sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023, under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts.

CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure C" to this Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8(1)& (2) and Code of Conduct as per regulation 9(1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre- clearance for dealing in the Companys Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All Directors and designated employees have confirmed compliance with the code.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the devoted services of the workers, staff and executives for their ardent enthusiasm and interminable efforts thereby contributing to the efficient management of the affairs of the Company.

Your directors place on record their gratitude to the State and Central Government, the companys Bankers, Customers, Suppliers and Shareholders for their co-operation and support and look forward to their continued support in the future.

For and on behalf of the Board of Directors
Place: Mumbai Viren C. Mirani
Date: 22.05.2023 Chairman & Managing Director
(DIN: 00044901)