Panchsheel Organics Ltd Directors Report.

Your Directors take pleasure in presenting the 30th Annual Report together with the Audited Balance Sheet as at 31 March, 2019 and the Statement of Profit & Loss for the year ended 31st March, 2019.

OPERATING RESULTS

PARTICULARS Year ended March 31 2019 Year ended March 31 2018
(Rs.) (Rs.)
INCOME
Sales & Income from Operation
Domestic 47,11,16,000 41,26,19,000
Export 1,12,29,000 1,40,74,000
48,23,45,000 42,66,93,000
(Increase)/Decrease in Stocks (10,02,000) (9,06,000)
Less: Excise Duty 0 28,70,000
Add:-Other Income 27,87,000 7,23,000
Other Operating Income 93,000 1,46,35,000
TOTAL 48,42,23,000 42,93,80,000
EXPENDITURE
Operating Expenditure 36,79,56,000 31,27,66,000
Administrative And Other Expenditure 4,60,79,000 4,32,24,000
Finance Charges 38,74,000 53,73,000
Depreciation for the Year 1,16,46,000 1,22,21,000
TOTAL
Profit Before Tax 565,80,000 518,68,000
Less: Current Tax (1,82,64,000) (1,70,61,000)
Deferred Tax 20,53,000 19,30,000
Profit After Tax 4,03,69,000 3,67,37,000

PERFORMANCE

During the year under review your Companys turnover of Rs. 48,23,45,000 in the current year 2018-19 compared to Rs.42,66,93,000 in the previous fiscal year 2017-2018, registering a increase. The Turnover of the Company for the year under review is stable.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 10% per equity share (Rs.1.00 per equity share) for the financial year ended March, 2019. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Members between 24th September, 2019 to 29th September, 2019 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a Increase over the corresponding previous year.

DIRECTORS

Your Company has 6 Directors consisting of 3 Independent Directors, 3 (Three) Executive Directors including Managing Director as on March 31, 2019.

In accordance with the Articles of Association of the Company and In terms of Section 152 of the Companies Act, 2013, Mr. Kishore A. Turakhia the Directors of the Company, retire by rotation and being eligible, offer them for re-appointment.

As well 2 in Independent directors Mr. Diwakar Mani Tripathi & Mr. Shambhunath Chakravarti given consent for re appointments received by board and for second term and being eligible, offer them for reappointment.

AUDITORS

M/s Jayesh R. Shah & Co., Chartered Accountants, the Statutory Auditor of the Company be and is hereby given there consent to ratify their appointment at the ensuing Annual General Meeting to act as a Statutory Auditor of the company to hold the office from the date of 30th Annual General Meeting until the conclusion of the 32nd Annual General Meeting subject to confirm in AGM.

AUDITORS REPORT

Information and explanations on items contained in the Auditors Report which might be considered to be "Reservations, Qualifications or adverse Remarks" is given below:

KEY MANAGERIAL PERSONNEL

Mr. Navin Mehta, as the Compliance Officer of the Company is appointed as Key Managerial Personnel during the Financial Year 2018-19 in accordance with the Section 203 of the Companies Act, 2013 and Mrs. Charmi jobalia filed their resignation during the year 18-19.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meeting to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

During the Financial Year 2018-19, the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

Date of Meeting Board Strength No. of Directors Present
1 30.05.2018 6 6
2 07/06/2018 6 6
3 14/08/2018 6 6
4 03/09/2018 6 6
5 14/11/2018 6 6
6 14/02/2019 6 6

COMMITTEE OF DIRECTORS

The Company has following Committees of the Board:

*Audit Committee
*Nomination and Remuneration Committee
*Shareholder grievances committee/Investors Grievances Committee:

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in details in the ‘Report on Corporate Governance of the Company which forms part of this Annual Report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014 , hence disclosure required under above rule not applicable to the Company.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for the year under review, as stipulated under SEBI Listing Regulations 2015 of listing agreement with the Stock Exchanges are given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than Rs 60,00,000/- per annum during the year under review, if employed for full year or more than Rs.5,00,000/- per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2) That the directors had 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 viz. 31st March, 2019 and of the profit or loss of the Company for the year ended on that date.

3) That the Directors had 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 had prepared the annual accounts on a going concern basis.

5) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR), 2015.

Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

Mr. Diwakar Mani Tripathi & Mr. Shambhunath Chakravarti given consent for re appointments received by board and for second term and being eligible, offer them for re-appointment.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE). The Listing fee for the financial year 2018-2019 has already been paid.

PARTICULARS OF 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, is annexed hereto; and forms part of this report.

CORPORATE GOVERNANCE

As required by the SEBI Listing Regulations 2015 entered in to by your Company with the BSE Limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have certified the Companys Compliance with the Listing Agreement and the same is annexed to the report on Corporate Governance.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as "Annexure-A" to the Directors Report.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted policy on internal financial control system for proper observation of adequate internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section 177(9) of the Companies Act, 2013 and SEBI Listing Regulations 2015 to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Companys website.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Bank and were on arms length basis. There were no materially significant related party transactions entered by the Company with promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business which is on arms length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arms length basis, form AOC-2 is not applicable to the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. A policy for prevention of Sexual Harassment of Women at workplace and setting up of the Committee for implementation of said policy is under review and consideration.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached separately to this report.

CORPORATE SOCIAL RESPONSIBILITY

The company does meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so company constitute Corporate Social Responsibility Committee and made necessary expenditure as stated in auditors report.

Further, Panchsheel organics Limited CSR will primarily focus on programs that:

- Promote education; - Create sustainable level.

SECRETARIAL AUDITOR

Pursuant to the 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 GMS & CO., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-B" to the Directors Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairpersons as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was unpaid/unclaimed Dividend of Rs.13.48 lakhs declared and paid in financial year 2018-19.The company has unpaid/unclaimed dividend of Rs.10.17 lakhs and Rs.115,612/- and Rs.110,292.50/- for past years which are not due for transfer to Investor Education and Protection fund pursuant to the provisions of Section 125 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENTS

Your Directors wish to pace on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations who through their continued support and cooperation, have helped, as partners, in your Companys progress.

Your Directors also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors
Panchsheel organics Limited
Sd/-
Place: Indore Mahendra A. Turakhia
Date: 29/05/2019 Chairman and Managing Director