To the Members of Panchsheel Organics Limited,
The Directors hereby present their 34th Annual Report on the business,
operations and the state of affairs of the Company together with the audited financial
statements for the year ended March 31, 2023:-
FINANCIAL PERFORMANCE (Amt in Rupees)
Particulars |
2022-23 |
2021-22 |
Total Income |
10,31,78,800 |
69,03,36,000 |
Total Expenditure |
85,29,22,000 |
57,72,47,000 |
Profit Before Tax |
19,06,92,000 |
11,39,83,000 |
Tax Expenses |
(14,06,99,000) |
(3,04,01,000) |
Profit for the year |
4,99,94,000 |
8,35,82,000 |
Other Comprehensive Income/ (Loss) |
8,54,000 |
12,04,000 |
Total Comprehensive Income |
14,15,53,000 |
8,47,86,000 |
Earnings Per Share (Rs.) (Face Value of Re. 1/- each) |
|
|
Basic |
12.78 |
8.33 |
Diluted |
11.94 |
8.33 |
EQUITY SHARE CAPITAL
During the year under review, Company has issued and allotted 17,75,950 Equity Shares
on preferential basis.
The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
The Company has not issued ESOP or sweat equity shares to Directors or employees. DIVIDEND
During the year under review, the Company declared 3 interim dividend of Rs. 1/-, Rs
0.8/- and Rs 0.8/- per Equity Share of the face value of Rs. 10/- each in its Board
Meeting held on August 23 2022,14 November 2022 and 13 February 2023 respectively.
The Board at its meeting held on September 09, 2022, recommended a final dividend of
Rs. 1/- per Equity Share of the face value of Rs. 10/- each, which was approved by the
Members of the company at the Annual General Meeting (‘AGM) of the Company held on
29th September, 2022.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have subsidiaries, joint ventures and associate Companies.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans given, Investments made, guarantees made and securities
provided are reported in the financial statements.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis covering industry structure and
developments, financial and operational performance of the Company, risks, concerns,
opportunities, threats and outlook forms a part of this Report.
TRANSFER TO RESERVES
The Company has not proposed to transfer any amount to the General Reserve.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls with reference to the
financial statements. The Companys internal control system is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with the applicable laws and regulations.
The Company has a robust Business Risk Management framework to identify and 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 a Risk Management
Policy.
HUMAN RESOURCES
The key to the Companys agility and success is, of course, its highly dedicated
people. The focus of the Company is on attracting, engaging and developing talented people
who share their vision and values. Therefore, the Company offers innovative programs,
benefits and resources that address the diverse needs of employees, reward their efforts,
help them build their best careers at Panchsheel.
CORPORATE GOVERNANCE
Corporate Governance Report and Certificate from the Statutory Auditors of the Company
on compliance with the conditions of Corporate Governance pursuant to the requirements of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, form a part of this Report.
PUBLIC DEPOSITS
The company has not accepted any deposits covered under Chapter V of the Companies Act,
2013 ("the Act"). Accordingly, there is no disclosure or reporting required in
respect of details relating to deposits.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134 of the Companies Act, 2013, the Board of Directors confirm
that:-
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed;
(ii) such accounting policies have been selected 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 as at 31st March, 2023 and the profits
ofthe Company for the financial year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) internal financial controls have been laid down and the same are adequate and were
operating effectively; and
(vi) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company, as on 31st March, 2023, comprise of
six Directors of
which one is Managing Director, two are Executive Directors and three are Non-executive
and
Independent Directors. There is one Woman Director on the Board.
i. Independent Directors
Mr. Shambhunath Chakravarti, Mr. Diwakar Mani Tripathi and Mrs. Darshana Shah continue
to be the Independent Directors of the Company.
In accordance with the provisions of Section 149 of the Companies Act, 2013, the
Independent Directors have given a declaration that they meet the criteria of independence
as provided in the said Section and also in terms of the Listing Regulations. In the
opinion of the Board, the Independent Directors are persons of integrity and possess
relevant expertise, experience and proficiency as per the Act.
ii. Retirement by rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Rajesh Abhechand Turakhia (DIN:
00006246), retires by rotation at the forthcoming AGM and, being eligible, has offered
himself for re-appointment. Brief resume of Mr. Rajesh Abhechand Turakhia, as required
under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is covered in the notes of the Notice of 34th AGM of the Company.
iii. Key Managerial Personnel
Mr. Nikhil Borana tendered his resignation as the Company Secretary and Compliance
Officer with effect from February 03, 2023 and Mr. Hitesh Singh Parihar was appointed as
the Company Secretary and Compliance Officer with effect from April 28, 2023.
BOARD MEETINGS HELD DURING THE YEAR
During the year under review, 8 Board Meetings were held on the following dates: - 02
May 2022, 30 May 2022, 29 June 2022, 14 August 2022,23 August 2022, 08 September 2022, 14
November 2022,13 February 2023.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Board of Directors have adopted a Familiarization Program for Independent Directors
of the Company. The same is available on the website of the Company at https://panchsheelorganics.com.
Besides that, expositions are made to the Directors on various topics covering the
pharmaceutical industry. Updates on relevant statutory changes and judicial pronouncements
around industry related laws are regularly circulated to the directors. Each director has
complete access to any of the companys information and full freedom to interact with
senior management.
AUDITORS
Pursuant to the provisions of section 139 of the Act, the members at the annual general
meeting of the Company held on 30 September 2021 appointed M/s. Jayesh R. Shah &
Associates, Chartered Accountants (Firm Registration No. 104182W) as statutory auditors of
the Company from the conclusion of 34th annual general meeting till the conclusion of 38th
annual general meeting.
The statutory audit report for the financial year 2022-23 does not contain any
qualification, reservation or adverse remark or disclaimer made by statutory auditor.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the
Company has appointed, M/s. GMS & Co., Practicing Company Secretaries (Membership
No.1587, CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit
report for the financial year ended March 31, 2023 issued by him in the prescribed form
MR-3.
In addition to the above, pursuant to regulation 24A(2) of the Listing Regulations,
2015, a report on secretarial compliance for the financial year ended March 31, 2023 has
been issued by M/s. GMS & Co., Practicing Company Secretaries and the same will be
submitted with the stock exchanges within the given timeframe. The report will be made
available on the website of the Company. The Secretarial Audit Report is provided as
“Annexure I” to this Report.
There are no observations, reservations or qualifications or adverse remark in any of
the aforesaid reports.
COMMITTEES OF THE COMPANY
- NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Mrs. Darshana Shah,
Non-Executive - Independent Director, Mr. Diwakar Tripathi, Non-Executive - Independent
Director and Mr. Shambhunath Chakravarti, Non-Executive - Independent Director.
The Company has formulated a Remuneration Policy pursuant to Section 178 of the Act and
the Listing Regulations. The Policy is provided as “Annexure II” to this
Report.
- AUDIT COMMITTEE
The Audit Committee comprises of Mr. Mahendra Turakhia, Managing Director and Executive
Director, Mr. Diwakar Tripathi, Non-Executive - Independent Director and Mrs. Darshana
Shah, Non-Executive - Independent Director.
Further details of the Audit Committee are provided in the Corporate Governance Report
forming a part of this Report.
- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In accordance with the provisions of Section 135 of the Companies Act, 2013 (the Act)
and the Rules made thereunder, the Board of Directors of the Company have constituted the
Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr.
Mahendra Turakhia, Managing Director; Mr. Kishor Turakhia, Executive Director and Mrs.
Darshana Shah, Non-executive Director.
The report on CSR activities undertaken during the year is provided as “Annexure
III” to this Report. During the year ended March 31, 2023, the Committee met
once.
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES OF THE BOARD AND DIRECTORS
In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was
carried out as under:
Based on recommendation of the Nomination and Remuneration Committee, a mechanism and
criteria are set for evaluation of the Board, Committees of the Board and Directors,
including Independent Directors. The Board and Board Committees evaluation is done by the
Board through self-assessment and group discussions. Parameters for evaluation of the
Board include structure and composition of the Board, frequency and number of meetings,
devotion of time for important business matters-financials, monitoring Internal Controls/
Code of Conduct/Insider Trading Policy/Risk Management Framework and Emerging
Risks/Governance and compliance issues, adequate access to information for effective
decision making, strategic guidance to management through regular interactions and
cohesiveness in the overall working that facilitates open discussion.
Parameters for evaluation of the Committee include structure and composition of the
committees, adequacy of charter and working procedure, frequency of meetings, if the
Committee is
functioning as per the charter and if the Committee recommendations contribute
effectively to the Board decision making.
Evaluation of the Directors is done by the Board (excluding the Director whose
evaluation is being done). Parameters for evaluation of the Directors include skill set,
knowledge, attendance, effective participation at Board/Committee Meetings, their
contribution at the Meetings, leveraging on his/ her experience to provide the necessary
insights/guidance on Board discussions and display of candor in expressing views even when
they are in divergence with the rest of the Board, etc.
EMPLOYEES
The particulars of ratio of remuneration of each director to median remuneration of the
employees of the Company for the financial year under report, percentage increase in
remuneration of each Director and KMP, etc, more particularly described under Section
197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given in “Annexure IV”
to this Report.
The statement showing particulars of employees as 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 is provided in this report in the above
stated annexure.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered by the Company during the financial year are
on arms length and in the ordinary course of business.
In accordance with the provisions of the Listing Regulations, the Company has
formulated the Related Party Transactions Policy, which is available on the Companys
website at www.panchsheelorganics.com.
The details of the Related Party Transactions are discussed in notes to the financial
statements.
The Audit Committee has granted omnibus (ad hoc) approval for the Related Party
Transactions as per the provisions and restrictions contained in the policy framed as per
Regulation 23 of the SEBI (LODR) Regulations, 2015 and provision of Companies Act, 2013
are also adhered.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The required information under the provisions of Section 134(3)(m) of the Companies
Act, 2013 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, etc, are provided as “Annexure V”.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Pursuant to the legislation ‘The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has a policy on Prevention
of Sexual Harassment at Workplace. During the year under review, no complaint has been
received from employees. There was no other case reported during the year under review
under the said policy.
Entire staff is working in the most congenial manner and there were no occurrences of
incidences of sexual harassment during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to report genuine concerns/ grievances.
The Policy is available on the website of the Company at www.panchsheelorganics.com.
The Policy provides for adequate safeguards against victimization of persons who use
such mechanism. The mechanism is overseen by the Audit Committee.
ANNUAL RETURN
Pursuant to Sections 92 and 134 of the Companies Act, 2013, the Annual Return as on
March 31, 2023 in Form MGT-7 is available on the website of the Company at www.panchsheelorganics.com
.
ACKNOWLEDGEMENTS
The Board of Directors acknowledge the valuable guidance and continued support and
co-operation extended by the Securities and Exchange Board of India, Stock Exchanges,
Ministry of Corporate Affairs, other Government Authorities, Banks, and other
Stakeholders.
For and on behalf of the Board of Directors Panchsheel Organics Limited
Sd/-
Mahendra A. Turakhia Managing Director DIN: 00006222
Mumbai, August 14, 2023
+91-9892691696
