As on: Apr 20, 2025 03:45 PM
To the Members of Panchsheel Organics Limited,
The Directors hereby present their 35th 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, 2024:-
FINANCIAL PERFORMANCE (Amt in Rupees)
EQUITY SHARE CAPITAL
During the year under review, Company has not issued or allotted any Equity Shares on preferential basis. However, company has converted 13,90,000 warrants into equity shares of same class.
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 4 interim dividend of Rs. 0.80/-, Rs 0.80/, Rs 0.80/- and Rs 0.08/- per Equity Share of the face value of Rs. 10/- each in its Board Meeting held on August 25, 2023, September 22, 2023, December 04, 2023 and March 07, 2024 respectively.
The Board at its meeting held on May 29, 2024, recommended a final dividend of Rs. 0.80/- 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 30th September, 2024.
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 Company's 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 Company's 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 Company's 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, 2024 and the profits of the 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, 2024, 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. Kishor Abhaychand Turakhia (DIN: 00006236), retires by rotation at the forthcoming AGM and, being eligible, has offered himself for re-appointment. Brief resume of Mr. Kishor Abhaychand Turakhia, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is covered in the notes of the Notice of 35th AGM of the Company.
iii. Key Managerial Personnel
Mr. Hitesh Singh Parihar tendered his resignation as the Company Secretary and Compliance Officer with effect from March 29, 2024 and Ms. Sonia Verma was appointed as the Company Secretary and Compliance Officer with effect from May 29, 2024.
BOARD MEETINGS HELD DURING THE YEAR
During the year under review, 6 (Six) Board Meetings were held on the following dates:- 30 May 2023, 14th August 2023, 10TH NOVember 2023, 13th February 2024, 28th February 2024 and 07th March, 2024.
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 company's 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 30th 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 32nd Annual general meeting till the conclusion of 37th annual general meeting.
The statutory audit report for the financial year 2023-24 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.32581, CP No. 11953) to undertake the secretarial audit of the Company. Secretarial audit report for the financial year ended March 31, 2024 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, 2024 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. Sambhunath 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.
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The report on CSR activities undertaken during the year is provided as Annexure III" to this Report. During the year ended March 31, 2024, 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 arm's 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 Company's 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, 2024 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.