Home  »  Company  »  Samrat Pharma  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Samrat Pharmachem Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-Thi rd Annual Report on the business and operation s of the company and the financial accounts for the year ended 31 March 2015

FINANCIAL PERFORMANCE

Particulars 31 March 2015 31 March 2014 Rs. Rs.

Turnover 473,944,268 648,406,345

Profit before tax (PBT) 4,790,643 4,074,680

Provision for tax -950,011 -817,853

Other tax adjustments -121,813 -132,770

Net Deferred Tax Liability -558,880 -705,608 for current year

Profit after tax (PAT) 3,159,939 2,418,449

Profit & Loss account

Opening Balance 100,490,854 98,072,405

Profit of the current year 3,159,939 2,418,449 after tax

Balance carried forward to 103,650,793 100,490,854 Balance Sheet

OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive business environment, your Company achieved a turnover of Rs. 4739.44 Lakhs as against Rs. 6484.06 Lakhs achieved last year - a decrease of around 26.91%. Production of 212.4565 tons of pharmaceutical chemicals was achieved during the year.

DIVIDEND

In order to conserve the resources, your Directors do not recommend payment of Dividend for the financial year ended 31st March, 2015.

EXPORTS

During the year 2014-2015 your company's ex port division registered sales of Rs. 855.38 Lacs, down from Rs. 1,753.71 Lacs last year. Your Company has initiated several export promotion measures to increase exports. The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming years.

DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

LISTING OF SHARES

The Company's shares are listed on the Bombay Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd and Vadodara Stock Exchange Ltd. It has paid the listing fees of all the exchanges for the period upto 31st March, 2016 from whom the payment notices were received. Your Company has not been delisted on any of these exchanges for non-payment of listing fees.

INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard General Insurance Co Ltd & United India Insurance Co. Ltd.

WEBSITE

Your company's website address is www.samratpharmachem.com. The performance of the Company is regularly updated and made available on this website. The website provides other vital information about the Company.

SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully aware of its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health & Environment Policy that applies to all employees and activities. The work culture encourages total involvement and commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

* Providing necessary equipment's and apparatus required for the safe operation of the manufacturing activities

* Observing the rules and regulations with regard to safety & precaution

* Consulting emergency control management team to monitor the safety of the plant

* Conducting regular safety audit

* Encouraging the workforce to use protective equipments and maintain cleanliness

* Conducting seminars to impart knowledge to employees on safe operations

* Organising safety week to create safety awareness

Health:

* Conducting medical health check up for all the employees of the Company periodically

* Conducting lecture meetings for providing guidance and counseling on matters of health, diet and exercise

* Conducting seminars to impart knowledge on meditation, yoga and anti-stress therapy

Environment:

* Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

* Updating the ETP plant to make it more nature friendly

* Proper monitoring of the pollution levels in and around the plants

* Planting trees in and around the factory

* Complying with the prescribed norms of pollution control

PERSONNEL

As on 31st March 2015, the total number of employees on the payroll of the company were 29. Industrial relations with employees at various levels continue to be cordial.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In pursuance to the provisions of the Companies Act, 2013, and Articles of Association of the company Mr. Rajesh Mehta, Director retires by rotation and being eligible has offered himself for re-appointment.

During the year Ms. Renu Dharod was apointed as an Additional Director effective from 14th February, 2015 to hold office upto the date of next Annual General Meeting of the company. It is proposed to appoint her as an Independent Director from the date of AGM for a period of 5 years till September 2020.

The company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

The company has devised a policy for the performance evaluation of independent directors, Board committees and other individual directors which include criteria for performance evaluation of non-executive directors and executive directors. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company has no subsidiaries, joint ventures or any associate companies during the year.

During the year under review five (5) Board Meetings were held. The inetervening gap between the meetings was within the period prescribed under the Companies Act, 2013. For further details please refer to the Corporate Governance Report attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the 3 Directors namely, Mr. Samir Kothary (Chairman), and Mr. Mahendra Pipalia and Mr. Rajesh Mehta as other members of the committee.

This committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which deals with the appointment and remuneration of directors and key managerial personnel. The adopted policy decides about the manner of selection of executive directors, key managerial personnel, and independent directors. The policy also decides about the criteria to be followed for recommending the remuneration of directors and key managerial personnel.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provision of Act and the Corporate Governance requirement as prescribed by Securities and Exchange Board of India (SEBI) under clause 49 of listing Agreement. The performance of Board was evaluated by the Board of Directors after seeking inputs from all directors on the basis of criteria such as Board Composition & Structure, Effectiveness of Board Process, Information and functioning, etc.

In separate meeting of Independent directors' performance of Non -Independent Directors, performance of the Board as whole and performance of Chairman was evaluated, taking into account the views of executive directors and non- executive directors.

VIGIL MECHANISM

The vigil mechanism of the company, which al so incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics and Compliance Task Force comprising of senior executives of the company. It deals with instance of fraud and mismanagement, if any in the company. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The whistle blower Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination is meted out to any person for a genuinely raised concern.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appoin tment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(Rs. lakh)

Remuneration Remuneration Sr. No. Name & Designation Paid FY Paid FY 2014-15 2013 14



1 Mr. Lalit Mehta, CMD 1,500,000 480,000

2 Mr. Rajesh Mehta, ED 1,440,000 420,000

(Rs. lakh)

Sr. No. Name & Designation Increase in remuneration Ratio/Times per from previous Median of employee year remuneration

1 Mr. Lalit Mehta, CMD 1,020,000 15.65

2 Mr. Rajesh Mehta, ED 1,020,000 15.03

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that: -

1. That the preparation of account s for the Financial Year ended 31st March 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year on that date;

3. That the Directors have 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' have prepare d the accounts for the financial year ended 31st March 2015 on a going concern basis.

5. That the Directors have laid down internal financial control to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively

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 external consultants and the reviews performed by the 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 2014-15.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE & SHAREHOLDERS INFORMATION

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Shah, Shah & Shah, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDIT COMMITTEE

The Audit committee comprises 3 Directors namely Mr. Mahendra Pipalia (Chairman), Mr. Rajesh Mehta (Executive Director-Member) and Mr. Samir Kothary (Member). All the recommendations made by the Audit Committee was accepted by the Board.

AUDITORS

M/s. Shah, Shah & Shah, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Shah, Shah & Shah as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Twenty-Fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITORS REPORT

The report of auditors is self explanatory and do not require any further elucidation.

SECRETARIAL AUDITOR

Pursuant to 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. A. A. Mulla & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report submitted by the Secretarial Auditor is enclosed herewith as a part of this report and shown as Annexure I.

RELATED PARTY TRANSACTION / DISCLOSURE

There are no related party transactions made by the company during the year. AOC 2 report is attached to this report as Annexure II.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual report is given in the Annexure III in the prescribed Form MGT-9, which forms part of this report.

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.

PARTICULARS OF EMPLOYEES

Under the provision of 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), 1956 read with Companies (Particulars of Employees) Rules, 2014, the particulars of the employees as required to be mentioned in the Annual Report is not aplicable to the company.

SHARES ISSUED UNDER EMPLOYEE STOCK OPTION SCHEME (ESOS)

No shares have been issued to the employees under Employee Stock Option Scheme (ESOS) during the year.

PUBLIC DEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2015.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules), 2014, is given hereunder.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company continues to explore & implement measures that will help in conservation and saving of energy.

Measures taken & benefits derived are as follows:

* Hot water coming from steam traps is recycled & used as boiler feed water.

* Using economiser effectively to pre-heat boiler feed water.

* Timely & routine preventive maintenance of boiler.

Improvement in unit operations leading to reduction in processing time in reactor, centrifuge, drier & other

* equipments to minimize use of electricity.

* Hot water coming from steam traps is recycled & used as boiler feed water.

TECHNOLOGY ABSORPTION

The management has focused on productivity and quality improvement in order to optimize manufacturing costs. This has helped in achieving optimum manufacturing costs, improved quality of products and consequently enhanced customer satisfaction. The company uses indigenous technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earned Rs. 85,538,479 F.O.B. Value of export of finished goods (Previous year Rs. 175,371,348)

Foreign exchange used Rs. 315,936,028 Import of raw materials (Previous year Rs. 479,701,130)

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation towards all associates including customers, supplier s, financial institutions, bankers, employees, consultants, shareholders and to all those who have extended their committed support to the progress of the Company.

By order of the Board of Directors For Samrat Pharmachem Limited

Place : Mumbai Date : 30 May 2015

Lalit Mehta Chairman & Managing Director DIN : 00216681




Mar 31, 2014

Dear members,

The Directors are pleased to present the Twenty-Second Annual Report on the business and operations of the company and the financial accounts for the year ended 31 Mar 2014.

FINANCIAL PERFORMANCE

Particulars 31 March 2014 31 March 2013

Rs. Rs.

Turnover 648,406,345 705,211,732

Profit before tax 4,074,680 5,815,646

Provision for tax -817,853 -1,184,889

Net Deferred Tax Liability for current year -705,608 -489,591

Profit after tax 2,551,219 4,141,166

Profit & Loss account

Balance brought forward 98,072,405 94,069,455

Profit of the current year after tax 2,522,695 4,141,166

Tax adjustment of previous year -104,246 -138,216

Balance carried to Balance Sheet 100,490,854 98,072,405

OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive business environment, your Company achieved a turnover of Rs. 6484.06 Lakhs as against Rs. 7052.11 Lakhs achieved last year - a decrease of around 8.06%. Production of 238.04 tons of pharmaceutical chemicals was achieved during the year.

DIVIDEND

In order to conserve the resources, your Directors do not recommend payment of Dividend for the financial year ended 31st March, 2014.

EXPORTS

During the year 2013-2014 your company''s export division registered sales of Rs. 1753.71 Lacs, down from Rs. 1,788.56 Lacs last year. Your Company has initiated several export promotion measures to increase exports. The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming years.

DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

CORPORATE GOVERNANCE

Certificate of auditor of your company regarding compliance of the conditions of Corporate Governance as stipulate in Clause 49 of the listing agreement with stock exchange, is enclosed. Your Company has been practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles ( corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

LISTING OF SHARES

The Company''s shares are listed on the Bombay Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd, Vadodara Stock Exchange Ltd, Saurashtra Kutch Stock Exchange Ltd & Pune Stock Exchange Ltd. It has paid the listing fees (all the exchanges except Saurashtra Kutch Stock Exchange for the period upto 31st March, 2014. The listing fees) Saurashtra Kutch Stock Exchange was not paid due to non-receipt of invoice or intimation for payment of listing fee from the said exchange. The same will be paid on receipt of any communication from the stock exchange. Your Company has not been delisted on any of these exchanges for non-payment of listing fees.

INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard Gener; Insurance Co Ltd., United India Insurance Co. Ltd & The Oriental Insurance Co. Ltd.

WEBSITE

Your company''s website address is www.samratpharmachem.com. The performance of the Company will be regular! updated and be made available on this website. Also the website provides other vital information about the Company;

SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully alive to its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health Environment Policy that applies to all employees and activities. The work culture encourages total involvement an commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

* Providing necessary equipments and apparatus required for the safe operation of the manufacturing activities;

* Observing the rules and regulations with regard to safety & precaution

* Consulting emergency control management team to monitor the safety of the plant

* Conducting regular safety audit

* Encouraging the workforce to use protective equipments and maintain cleanliness

* Conducting seminars to impart knowledge to employees on safe operations

* Organising safety week to create safety awareness

Health:

* Conducting medical health check up for all the employees of the Company periodically

* Conducting lecture meetings for providing guidance and counseling on matters of health, diet and exercise

* Conducting seminars to impart knowledge on meditation, yoga and anti-stress therapy

Environment:

* Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

* Updating the ETP plant to make it more nature friendly

* Proper monitoring of the pollution levels in and around the plants

* Planting trees in and around the factory

* Complying with the prescribed norms of pollution control

PERSONNEL

As on 31st March 2014, the total number of employees on the payroll of the company were 29. Industrial relations with employees at various levels continue to be cordial.

DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with the Stock Exchanges, appointed Mr. Mahendra Pipalia and Mr. Samir Kothary as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1,2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Rajesh Mehta, Director retires by rotation and being eligible has offered himself for re-appointment.

During the year Mr. Hitendra Shah, Non Executive Independent Director resigned from office as a Director effective from October 1,2013, due to his pre-occupation. The Board places on record their gratitude for the valuable services rendered by Mr. Hitendra Shah to the company during his tenure.

AUDITORS

M/s. Shah, Shah & Shah, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Shah, Shah & Shah as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Twenty-Fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITORS REPORT

The report of auditors is self explanatory and do not require any further elucidation.

PARTICULARS OF EMPLOYEES

The company does not have any employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

DISCLOSURE OF PARTICULARS

Information as per section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required u/s 383A of the Companies Act 1956 for the financial year ended 31st

March, 2014 has been obtained from the practicing company secretary and is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended with respect of Directors Responsibility

Statement, it is hereby confirmed:-

1. That the preparation of accounts for the Financial Year ended 31st March 2014, the applicable accounting standards have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors'' have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are thankful to you, our customers, suppliers, bankers, employees, consultants and to all those who have extended their committed support to the progress of your Company.

By Order of the Board of Directors For Samrat Pharmachem Limited

Place: Mumbai Rajesh Mehta Date: 30th May 2014 Executive Director


Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report on the business and operations of the company and the financial accounts for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

Particulars 31 March 2010 31 March 2009 Rs. Rs.

Turnover 479,695,242 389,599,474

Profit before tax 14,021,077 528,739

Provision for tax -2,490,558 -1,259,475

Net Deferred

Tax Liability

for current year -239,611 -300,063

Profit after tax 11,290,908 -1,030,800

Profit & Loss account

Balance brought

forward 31,602,064 32,632,864

Profit of the current

year after tax 11,290,908 -1,030,799

Tax adjustment of

previous year -17,896 0

Balance carried to

Balance Sheet 42,875,077 31,602,064



OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive business environment, your Company achieved a turnover of Rs. 4796.95 Lakhs as against Rs. 3895.99 Lakhs achieved last year - an increase of around 23%. Production of 397.73 tonnes of pharmaceutical chemicals was achieved during the year.

DIVIDEND

In order to conserve the resources, your Directors do not recommend payment of Dividend for the current year.

EXPORTS

During the year 2009-2010 your companys export division registered sales of Rs. 648.21 Lacs, down from Rs. 854.55 Lacs last year. Your Company has initiated several export promotion measures to increase exports. The products of your Company have been well accepted in the international market and the Company expects better export turnover in the coming year.

DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification Number) No. allotted to the Company is INE103E01016.

CORPORATE GOVERNANCE

Certificate of auditor of your company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchange, is enclosed. Your Company has been practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The company has adopted Code of Conduct for Directors and Employees of the Company as stipulated in revised Clause 49 of the Listing Agreement effective from 1st January, 2006.

Your company is following all norms of Corporate Governance as laid down in Clause 49 of the listing agreement. The company has not carried out the Corporate Governance Voluntary Guidelines 2009 in the financial year 2009-10. The company will fulfill the requirement as laid down under Corporate Governance Voluntary Guidelines 2009 from the next financial year.

LISTING OF SHARES

The Companys shares are listed on the Bombay Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd, Vadodara Stock Exchange Ltd, Saurashtra Kutch Stock Exchange Ltd & Pune Stock Exchange Ltd. It has paid the listing fees at all the stock exchanges except Saurashtra Kutch Stock Exchange Ltd, for the period upto 31st March, 2011. The listing fees of Saurashtra Kutch Stock Exchange Ltd were not paid due to non-receipt of invoice or intimation for payment of listing fees from the said exchange. The same will be paid on receipt of any communication from Saurashtra Kutch Stock Exchange Ltd. Your Company has not been delisted on any of these exchanges for non-payment of listing fees.

INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard General Insurance Co Ltd. & United India Insurance Co. Ltd.

WEBSITE

Your companys website address is www.samratpharmachem.com. The performance of the Company will be regularly updated and be made available on this website. Also the website provides other vital information about the Company.

ERP

Your company has implemented Enterprise Resource Planning (ERP) System from 1st April, 2010. The successful implementation of ERP system has improved information flow across the company.

CCTV

Your company has installed 16 Closed Circuit TV Cameras at its Registered Office cum Factory at Ankleshwar for monitoring the day to day operations.

SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully alive to its responsibilities for protection of the environment and to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health & Environment Policy that applies to all employees and activities. The work culture encourages total involvement and commitment of the employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

- Providing necessary equipments and apparatus required for the safe operation of the manufacturing activities

- Observing the rules and regulations with regard to safety & precaution

- Consulting emergency control management team to monitor the safety of the plant

- Conducting regular safety audit

- Encouraging the workforce to use protective equipments and maintain cleanliness

- Conducting seminars to impart knowledge to employees on safe operations

- Organising safety week to create safety awareness

Health:

- Medical health check up were carried out for all the employees of the Company

- Lecture meetings were arranged for providing guidance and counseling on matters of health, diet and exercise

- Seminars were arranged on meditation, yoga and anti-stress therapy

Environment:

- Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

- Updating the ETP plant to make it more nature friendly

- Proper monitoring of the pollution levels in and around the plants

- Planting trees in and around the factory

- Complying with the prescribed norms of pollution control

PERSONNEL

As on 31st March 2010, the total number of employees on the payroll of the company was 29. Industrial relations with employees at various levels continue to be cordial.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh Mehta & Mr. Hitendra Shah retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors of the Company M/s. Nalin S. Parekh & Co., Chartered Accountants, Mumbai hold office till the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The report of auditors is self explanatory and do not require any further elucidation.

PARTICULARS OF EMPLOYEES

The company does not have any employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

DISCLOSURE OF PARTICULARS

Information as per section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required u/s 383A of the Companies Act 1956 for the financial year ended 31st March, 2010 has been obtained from the practicing company secretary and is attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended with respect of Directors responsibility statement, it is hereby confirmed: -

1. That the preparation of accounts for the Financial Year ended 31st March 2010, the applicable accounting standards have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and the Profit or Loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31 st March 2010 on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are thankful to you, our customers, suppliers, bankers, employees, consultants and to all those who have extended their committed support to the progress of your Company.

By Order of the Board of Directors

For Samrat Pharmachem Limited

Place: Mumbai Lalit Mehta

Date: 31st May 2010 Chairman &

Managing Director



 
Subscribe now to get personal finance updates in your inbox!