Dear Members,
Your Directors have pleasure in presenting their 50th Annual Report together
with the Audited Statement of Accounts for the year ended on 31st March, 2023.
1. Operations and State of Affairs of the Company:
(Rs in Lacs)
Particulars |
Year ended on 31st March, 2023 |
Year ended on 31st March, 2022 |
| Revenue from Operations |
21,234.61 |
15,009.76 |
| Other Income |
905.06 |
514.12 |
| Profit for the year before Interest, Depreciation & Amortization,
Exceptional |
8,424.74 |
5,936.42 |
| Item and Tax |
|
|
| Less: |
|
|
| Interest (net) |
31.1 |
6.15 |
| Depreciation & Amortization expense |
1,341.72 |
902.50 |
| Add: Exceptional Item |
170.41 |
- |
Profit before Tax |
7,222.33 |
5,027.77 |
| Less: |
|
|
| Tax Expenses |
1,821.78 |
1,266.58 |
Profit after Tax |
5,400.55 |
3,761.19 |
| Other Comprehensive Income |
(217.62) |
(186.53) |
Total Comprehensive Income |
5,182.93 |
3,574.65 |
The Company has prepared the Standalone Financial Statements in accordance with the
Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the
Companies Act, 2013 ("the Act").
2. Transfer to Reserve:
During the year, no amount was transferred to any of the reserves of the Company.
3. Dividend:
The Board of Directors at their meeting held on 4th May 2023 has recommended
Dividend of 17.50/- (175 %) per equity , share having face value of 10/- each for the
financial year 31st March, 2023 as against 12/- (120 %) per equity share having face value
of 10/- each for the previous financial year ended 31st March, 2022.
4. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Regulation 34 read with
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"),
forms part of this Annual Report and is annexed herewith as Annexure A. Certain
Statements in the said report may be forward-looking. Many factors may affect the actual
results, which could be different from what the Directors envisage in terms of the future
performance and outlook.
5. Directors:
In accordance with the provisions of the Section 152 and other applicable provisions,
if any, of the Act and the Articles of Association of the Company, Mr. Chirayu Amin (DIN:
00242549), Director of the Company, will retire by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
The Board of Directors at its meeting held on 4th May 2023 has approved the
re-appointment of Mr. Abhijit Joshi , (DIN: 06568584) as Whole-time Director & Chief
Executive Officer of the Company for a period of two years, effective from 1st
May, 2024, subject to approval of the members at this ensuing Annual General Meeting.
During the year under review, Dr. Shamita Amin (DIN: 00331702) resigned from the
position of Independent Director of the Company w.e.f. 1st July 2022. Ms. Roopa
Patel (DIN: 00090105) was appointed as an Independent Director of , the Company w.e.f. 15th
September, 2022 by the Board of Directors and the same was approved by the shareholders
vide resolution passed by way of postal ballot dated 30th October, 2022.
The Board of Directors of the Company based on the recommendation of Nomination and
Remuneration Committee has considered the appointment of Dr. Tushar Shah (DIN: 07756760)
as an Independent Director of the Company for a term of (5) five consecutive years w.e.f.
approval of their appointment at the ensuing Annual General Meeting ("AGM").
6. Key Managerial Personnel:
Mr. Abhijit Joshi, Whole-time Director & Chief Executive Officer (CEO), Ms. Kirti
Shah, Chief Financial Officer (CFO) and Mr. Sagar Gandhi, Company Secretary are Key
Managerial Personnel of the Company.
During the year under review, Ms. Manisha Saraf resigned as Company Secretary &
Compliance Officer of the Company w.e.f. 31st March, 2023 (after the closure of
business hours) and Mr. Sagar Gandhi was appointed as Company Secretary & Compliance
Officer of the Company w.e.f. 1st April, 2023.
7. Meetings of the Board:
Four (4) Board Meetings were held during the financial year ended 31st
March, 2023. The details of the Board Meetings with regard to their dates and attendance
of each of the Directors thereat have been provided in the Corporate Governance Report.
8. Independent Directors:
The Company has received declarations / confirmations from all the Independent
Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation
25(8) of the SEBI Listing Regulations, 2015.
9. Performance Evaluation:
Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination
and Remuneration Policy of the Company, the Nomination and Remuneration Committee
("NRC") and the Board has carried out the annual performance evaluation of the
Board, its Committee and Individual Directors, by way of individual and collective
feedback from Directors. The Independent Directors have also carried out annual
performance evaluation of the Chairperson, the non-independent directors and the Board as
a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC,
prepared after taking into consideration inputs received from Directors, were used for
carrying out the evaluation process.
The Directors expressed their satisfaction with the evaluation process.
10. Audit Committee:
The Audit Committee consists of Independent Directors with Mr. Amit Goradia as
Chairman, Mr. Atul Patel and Mr. Vijay Gandhi as members. The Committee inter alia
reviews the Internal Control System, Scope of Internal Audit, Reports of Internal
Auditors, Key Audit Matters presented by the Statutory Auditors and Compliance of various
regulations. The Committee also reviews the financial statements before they are placed
before the Board.
11. Vigil Mechanism/Whistle Blower Policy:
In compliance with requirements of Section 177(9) & (10) of the Act and Regulations
22 of SEBI Listing Regulations, 2015 and applicable provisions, if any, a Vigil Mechanism
or Whistle Blower Policy for directors, employees and other stakeholders to report genuine
concerns has been established. The same is uploaded on the website of the Company.
The web-link as required under SEBI Listing Regulations, 2015 is as under:
https://www.paushak.com/pdf/Whistle-Blower-Policy.pdf
12. Internal Control Systems:
The Companys internal control procedure which includes internal financial controls,
ensure compliance with various policies, practices and statutes and in keeping in view
with the organizations pace of growth and increasing complexity of operations. The
internal auditors team carries out extensive audits across all functional areas and
submits its reports to the Audit Committee.
13. Corporate Social Responsibility:
Alembic Group has been proactively carrying out CSR activities since more than fifty
years. Alembic Group has established, nurtured and promoted various Non-Profit
Organisations focusing on three major areas Education, Healthcare and Rural Development.
In compliance with requirements of Section 135 of the Act, the Company has laid down a
CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR
activities carried out during the financial year ended 31st March, 2023 in the
format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed herewith as Annexure B.
14. Policy on Nomination and Remuneration:
In compliance with the requirements of Section 178 of the Act and Regulation 19 of the
SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration
Policy which has been uploaded on the Companys website.
The web-link as required under the Act is as under:
https://www.paushak.com/pdf/NR-Policy.pdf
The salient features of the NRC Policy are as under:
1) Setting out the objectives of the Policy. 2) Definitions for the purposes of the
Policy.
3) Policy for appointment and removal of Director, KMP and Senior Management.
4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior
Management Personnel & other employees.
5) Remuneration to Non- Executive / Independent Director.
15. Dividend Distribution Policy:
In compliance with the requirements of Regulation 43A of the SEBI Listing Regulations,
2015, the Company has laid down a Dividend Distribution Policy, which has been uploaded on
the Companys website.
The web-link as required under SEBI Listing Regulations, 2015 is as under:
https://www.paushak.com/pdf/Dividend%20Distribution%20Policy.pdf
16. Related Party Transactions:
Related party transactions that were entered into during the financial year were on
arms length basis and were in ordinary course of business. There are no materially
significant related party transactions made by the Company which may have potential
conflict with the interest of the Company.
There are no material related party transactions and hence there is no information
required to be provided under Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014.
The Board has approved a policy for related party transactions which has been uploaded
on the Companys website.
The web-link as required under SEBI Listing Regulations, 2015 is as under:
https://www.paushak.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transaction.pdf
17. Corporate Governance Report:
The Report on Corporate Governance as required under Regulation 34 read with Schedule V
of the SEBI Listing Regulations, 2015, forms part of this Annual Report.
The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company
Secretaries confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Schedule V is enclosed to the Report on Corporate
Governance.
18. Loans, Guarantees or Investments:
During the year under review, the Company has neither granted any Loans nor given any
Guarantees falling within the purview of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014. The details of Investments made under the
said Section are provided in Notes to Financial Statements at Note No. 3 & 7 of Notes
to Financial Statements of the Company.
19. Listing of Shares:
The equity shares of the Company are listed on BSE Limited ("BSE") with
security ID / symbol of PAUSHAKLTD. The ISIN for equity shares is INE111F01016.
The Company confirms that the annual listing fees to BSE for the financial year 2023-24
has been paid.
20. Auditors:
(a) Statutory Auditors:
In compliance with the provisions of Section 139 of the Act the Companies (Audit and
Auditors) Rules, 2014, M/s. Maloo Bhatt & Co., Chartered Accountants (Firm
Registration No. 129572W), were appointed as the Statutory Auditors of the Company for a
term of 5 (Five) consecutive years from the conclusion of the 47th Annual
General Meeting ("AGM") held on 4th August, 2020 to hold office for
their second term of 5 (five) years i.e. till the conclusion of 52nd AGM for
the financial year 2024-25. In view of the business integration of M/s. Maloo Bhatt &
Co. with M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration Number:
103523W/W100048), M/s. Maloo Bhatt & Co. had tendered their resignation w.e.f.
14th September, 2022.
The Board of Directors of the Company ("Board") vide its resolution dated 15th
September, 2022, based on the recommendation of Audit Committee, approved the appointment
of M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration Number:
103523W/W100048) as Statutory Auditors of the Company to hold office until the conclusion
of the ensuing 50th Annual General Meeting ("AGM") for the F.Y.
2022-23 and the same was approved by the members vide resolution passed by way of postal
ballot dated 30th October, 2022.
Pursuant to the provision of Section 139 of the Act, the Board of Directors of the
Company at their meeting held on 4th May 2023, based on the
recommendation of the Audit Committee, approved the re-appointment of M/s. Haribhakti
& Co. LLP, Chartered Accountants (Firm Registration Number: 103523W/W100048), as
Statutory Auditors of the Company to hold office from the conclusion of this 50th
AGM till the conclusion of the 52nd AGM of the Company for the F.Y. 2024-25.
M/s. Haribhakti & Co. LLP, Chartered Accountants, have given their consent
confirming that their appointment, if made, would be in accordance with the provisions of
Section 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
The Auditors Report for financial year 2022-23 does not contain any qualification,
reservation or adverse remark. The Auditors Report is enclosed with the financial
statements in this Annual Report.
(b) Secretarial Auditors:
The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra,
Practising Company Secretaries, to conduct Secretarial Audit of the Company for the
financial year 2023-24.
The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company
Secretaries for the financial year 2022-23 is annexed herewith as Annexure C. The
Secretarial Auditors Report does not contain any qualification, reservation or adverse
remark.
During the year under review, the Company has complied with all the applicable
provisions of the Secretarial Standards.
(c) Cost Auditors:
M/s. Santosh Jejurkar & Associates, Cost Accountant, has been appointed as Cost
Auditor of the Company for conducting audit of the cost records maintained by the Company
relating to organic and inorganic chemicals for the financial year 2023-24.
The Company has made and maintained the cost records as specified by the Central
Government under Section 148(1) of the Act.
(d) Internal Auditors:
The Board of Directors has appointed M/s. Sharp & Tannan Associates, Chartered
Accountants as Internal Auditors of the Company for the financial year 2023-24.
21. Risk Management:
The Company has constituted a Risk Management Committee and formulated a Risk
Management Policy which functions as a guiding tool in fulfilling the managements
responsibility towards risk management. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Risk Management Committee, Audit Committee and
the Board of Directors of the Company.
22. Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed herewith as
Annexure D.
A statement showing the names and other particulars of the employees falling within the
preview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report.
The Annual Report is being sent to the Members of the Company excluding the aforesaid
information. The said information is available for inspection at the Registered Office of
the Company during working hours and the same will be furnished on request in writing to
the Members.
23. Business Responsibility & Sustainability Report:
The Business Responsibility & Sustainability Report as required under Regulation 34
of the SEBI Listing Regulations, 2015, forms part of this Annual Report.
24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo:
The information required under Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.
25. Annual Return:
A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of
the Act has been placed on the Companys website.
The web-link as required under the Act, 2013 is as under:
https://www.paushak.com/notice.aspx
26. Material Changes:
There have been no material changes and commitments affecting the financial position of
the Company since the close of financial year ended 31st March, 2023. Further, it is
hereby confirmed that there has been no change in the nature of business of the Company.
27. Other Disclosures:
a) The Company does not have any subsidiary / associates / joint venture company as on
31st March, 2023.
b) The Auditors of the Company have not reported any instances of fraud committed
against the Company by its officers or employees as specified under Section 143(12) of the
Act.
c) The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
d) The Company has in place a Policy on prevention of Sexual Harassment in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints
Committee to redress complaints received regarding sexual harassment. During the year, no
complaint was received by the Company.
e) The Company has not invited/accepted any deposits from public.
f) There are no significant and material orders passed by the Regulators or Courts or
Tribunal impacting the going concern status of the Company and its operations in future.
g) No application was made nor any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
h) No settlements have been done with banks or financial institutions.
28. Directors Responsibility Statement:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
a) in preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
b) they 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 that period;
c) they have taken proper and sufficient care for 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;
d) Independent Director appointed during the year is a person of integrity and possess
expertise, experience and proficiency.
e) they have prepared the annual accounts on a going concern basis;
f) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
g) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
|
On behalf of the Board of Directors, |
|
Sd/- |
|
Chirayu Amin |
|
Chairman |
|
DIN: 00242549 |
Registered Office: |
|
| Alembic Road, Vadodara – 390 003 |
|
| CIN: L51909GJ1972PLC044638 |
|
| Tel: +91 265 6637300 |
|
| Website: www.paushak.com |
|
| e-mail ID: investors@paushak.com |
|
| Date: 19th June, 2023 |
|
| Place: London |
|
+91-9892691696
