<dhhead>DIRECTORSREPORT</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 year's 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 Hon'ble
Minister for Fisheries, Animal Husbandry and Dairying - Shri Parshottam Rupala on the 24th
of February 2023.
The sales of the company's 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 company's 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
year's 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 Company's 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
Auditor's 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 Board's 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 Director's
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 Company's 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 arm's 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 Company's 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 company's 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 Company's 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 Company's
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 Company's 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 company's 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 |
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(DIN: 00044901) |