To, The Members of Mangalam Drugs & Organics Limited ('Company')
Your directors (hereinafter referred to as the Board) have pleasure in
presenting the 51st (Fifty First Annual Report) Annual Report of the Company including
Audited Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIALS:
A. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE:
The Standalone Financial Performance of the Company for the year ended
March 31, 2024, in comparison with previous year is summarized below:
(Figures in Lakhs)
|
Year Ended |
Particulars |
March 31, 2024 |
March 31, 2023 |
Operational & Other Income |
36869.27 |
37,225.29 |
Total Expenses including Interest Expense and Depreciation
and Amortization Expense |
(37975.01) |
(37,047.47) |
Profit before exceptional items and tax |
(1105.74) |
221.38 |
Prior period items |
NIL |
NIL |
Exceptional Items |
NIL |
NIL |
Provision for diminution in the value of investments |
NIL |
NIL |
Profit before tax |
(1105.74) |
221.38 |
Tax Expense |
(200.85) |
94.38 |
Profit after tax |
(904.89) |
127.00 |
Total comprehensive income |
(960.86) |
139.48 |
Earnings Per Share (In Rs.) (Basic Diluted) |
(5.72) |
0.80 |
The Consolidated Financial Performance of the Company for the year
ended March 31, 2024 in comparison with previous year is summarized below:
(Figures in Lakhs)
Particulars |
March 31, 2024 |
March 31, 2023 |
Operational & Other Income |
36859.48 |
|
Total Expenses including Interest Expense and Depreciation
and Amortization Expense |
37976.60 |
|
Profit before exceptional items and tax |
(1107.32) |
|
Prior period items |
NIL |
|
Exceptional Items |
NIL |
|
Provision for diminution in the value of investments |
NIL |
Not Applicable |
Profit before tax |
(1107.32) |
|
Tax Expense |
(200.15) |
|
Profit after tax |
(907.17) |
|
Total comprehensive income |
(963.14) |
|
Earnings Per Share (In Rs.) (Basic Diluted) |
(5.73) |
|
Mangalam Laboratories Private Limited has become wholly owned
subsidiary of the Company on September 30, 2024, and therefore the consolidation of
financials is applicable for Financial Year 2024.
B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:
During the Financial Year under report, the Company registered a total
revenue from operations of Rs. 36,869.27 Lakhs as against Rs.
37,225.29 Lakhs in the previous year & registered an economic
decline of 0.95 % over the previous year. The operational performance has resulted into
decreased profitability of Rs. (904.89) Lakhs as compared to the previous year of Rs.
127.00 Lakhs.
Further, there has been no change in business during the year under
review.
C. HIT ON PAT AND FUTURE OUTLOOK:
During the Financial Year 2023-24, the PAT Margin of the Company was
declined because of following reasons numerated below: a. R & D Cost: Sulfadoxine is
the latest API in the treatment of Malaria and will be soon a major product for
manufacturing for treatment of Malaria. The Company has developed this product in-house
and made it commercially viable after a lot of R & D work. b. High Manpower Cost:
During Quarter 2 of Financial Year 2024, the Company has given increment to employees as
an object to retain good talent which has resulted in higher manpower cost. c. High Power
& Fuel Cost: Power and fuel costs also increased further thereby hitting at
bottom-line of the Company.
The Company has taken various steps to improve its PAT margins for the
coming Financial Years. Some of the key steps are as follows: a. Reduced Revenue
Concentration: Sales of Anti-Inflammatory and Anti-Hypertensive products have showcased
positive trends, contributing to a more diversified revenue stream.
Also, the Sulfadoxine holds immense potential for the company and has
shown commercial viability in the current year and the Company has managed to reduce the
per unit Raw Material Cost of Sulfadoxine. Hence this product will not only help us to
boost our top line but also improve our bottom line in these coming years. We plan to
increase the production capacity of the same. b. Strengthening Raw Material Sourcing
thereby setting up an In-House Manufacturing of Critical APIs: The Company has taken
significant steps to reduce its dependency on Chinese imports, particularly during the
Covid crisis, when the supply of certain key raw materials faced disruptions. To enhance
its supply chain stability and mitigate risks associated with reliance on foreign sources,
the company strategically invested in establishing an in-house manufacturing facility for
Lumefantrine and Sulfadoxine. Lumefantrine and Sulfadoxine are critical raw materials
required in the production of Artemisinin Combination Therapies (ACTs), which are
essential for combating malaria effectively. By producing Lumefantrine in-house at its
facility in Vapi, the Company has achieved a higher degree of self-sufficiency and reduced
its dependence on imports from China. For other raw materials as required, the raw
material prices have now been stabilised and the Company has also fixed the rate of
contracts for coming few years.
D. SHARE CAPITAL:
Authorized Share Capital:
During the year there has been no change in the Authorized Share
Capital of the Company. The Company's Authorized Share Capital is Rs.
30,00,00,000/-(Rupees Thirty Crores only) comprising of 3,00,00,000 (Three Crore) Equity
Shares of Rs. 10/- each.
Issued, Subscribed and Paid-Up Share Capital of the Company:
The Company's paid-up capital is Rs. 15,82,82,480/- (Fifteen Crore
Eighty-Two Lakhs Eighty-Two Thousand Four Hundred and Eighty) comprising of 1,58,28,248
(One Crore Fifty-Eight Lakhs Twenty-Eight Thousand Two Hundred and Forty-Eight Only)
Equity Shares of Rs. 10/- each fully paid up. The Company's Equity shares are listed
on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Limited (BSE
Limited).
There has been no change in paid up share capital of the Company during
the Financial Year under review as the Company has not:
Issued Shares on Rights basis as per provisions of Section 62 of
Companies Act, 2013 ('The Act').
Issued Shares on Private Placement basis as per provisions of
Section 42 of the Act.
Issued Bonus Shares as per provisions of Section 63 of the Act.
Issued any sweat equity shares as per provisions of Section 54
(1) (d) of the Act.
Issued any equity shares under Employees Stock Option Scheme as
per provisions of Section 62 (1) (b) of the Act; and
Bought back any shares as per provisions of Section 68 of the
Act.
E. DIVIDEND:
Considering losses in financial year under review, your directors have
not recommended any dividend on Equity Shares for the Financial
Year 2023-24.
F. TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves.
G. UNPAID DIVIDEND & IEPF:
The Company is not required to transfer any amount to the Investor
Education & Protection Fund (IEPF) and does not have an unclaimed dividend which
remains to be transferred to Unpaid Dividend Account.
H. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Pursuant to the provisions of Section 186 of the Companies Act, 2013,
read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from
time to time (including any amendment thereto or re-enactment thereof for the time being
in force), Loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013 form part of Financial Statements provided in this Annual Report.
I. DEPOSITS:
During the year under review, the Company has not accepted or renewed
any amount falling within the purview of provisions of Section 73 of the Companies Act
2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.
J. LOAN FROM DIRECTORS:
During the year under review, the Company has not taken any loan from
its directors and their relatives.
2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT
VENTURE COMPANIES:
During the Financial Year under review, the Company has one Unlisted
Wholly owned Owned Subsidiary, Mangalam Laboratories Private
Limited, and has no Associate and Joint Venture.
Report on Subsidiary of Company: Pursuant to the provisions of Section
129 (3) of the Companies Act, 2013, a statement containing salient features of the
Financial Statements, highlights of the performance of the subsidiary are furnished in
Form AOC -1 is annexed hereto and marked as Annexure - A and forms part of this Report.
Financial Statements of Subsidiary of Company: The details regarding
the contribution of the subsidiary to the overall performance of the Company during the
Financial Year have been included in the Consolidated Financial Statements of the Company
for the Financial Year 2023-24 which is provided in this Annual Report.
Further, the Audited Standalone Financial Statements of the Mangalam
Laboratories Private Limited, a Wholly owned Subsidiary of the Company is available on the
website of the Company at https://www.mangalamdrugs.com/investors/. Members interested in
obtaining a copy of the Audited Standalone Financial Statements of the Mangalam
Laboratories Private Limited, a Wholly owned owned Subsidiary of the Company may write to
the Company at cs@mangalamdrugs.com Policy for Material Subsidiary: In terms of Regulation
16 (1) (c) of Listing Regulations and Company's Policy for Determining Material
Subsidiary, Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the
Company is not a material subsidiary of your Company.
Independent Director of Subsidiary of Company: Further, in terms of
explanation to Regulation 24(1) of the Listing Regulations, the requirement of appointing
an Independent Director of the Company on the board of directors of Mangalam Laboratories
Private Limited, a Wholly owned Subsidiary of the Company is currently not applicable.
Functions of Audit Committee for Subsidiary of Company: The Audit
Committee reviews the investments made by Mangalam Laboratories
Private Limited and the statement of all significant transactions and
arrangements entered by Mangalam Laboratories
Wholly owned Subsidiary of the Company. Also, the minutes of board
meetings of Mangalam Laboratories Private Limited and detailed presentations on business
performance of Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the
Company, are placed before the Board.
Change in Nature of Business of Subsidiary of Company: During the
Financial Year under review, there has been no change in the nature of business of the
Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company and there
were no additions / deletions in the number of Associate Companies, Joint Venture, and
subsidiary of your Company as on March 31, 2024. Remuneration drawn from Subsidiary
Company: No director or key managerial personnel has withdrawn remuneration or commission
from Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company.
Loan to Subsidiary: During the Financial Year under review, the Company
has not provided any loan to its Mangalam Laboratories Private Limited, a Wholly owned
Subsidiary of the Company.
Secretarial Audit of Subsidiary of Company: In terms of Regulation 24A
of the Listing Regulations, the Secretarial Audit of Mangalam Laboratories Private
Limited, a Wholly owned Subsidiary of the Company, is not applicable.
3. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY
COMPANY:
The Company does not have Holding Company and hence the said clause is
not applicable. Details pertaining to subsidiary covered herein above.
4. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company for Financial Year
2023-24 is attached to this report. Further, Your Company does not have investment in any
Associate / Joint Venture Company as on March 31, 2024.
5. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO
SUBSIDIARIES AND ASSOCIATE OF THE COMPANY:
The Company does not have associate as on March 31, 2024.
Further, the company has not provided any loans and advances in nature
of Loan to its Wholly owned Owned Subsidiary i.e., Mangalam Laboratories Private Limited.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A statement containing the necessary information for conservation of
energy, technology absorption and foreign exchange earnings and outgo stipulated under
section 134 (3) (m) of the Act read with rule 8 of Companies (Accounts) Rules, 2014 is
annexed to the Annual Report as Annexure B.
7. RELATED PARTY TRANSACTIONS:
A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:
All related party transactions that were entered into during the
Financial Year were on an arm's length basis and were in the ordinary course of
business as part of Company's philosophy of adhering to highest ethical standards,
transparency and accountability. These transactions are not likely to have any conflict
with the Company's interest.
All Related Party Transactions up to March 31, 2024 were placed before
the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit
Committee was obtained for Related Party Transactions for the Financial Year 2023-24. The
transactions entered pursuant to the omnibus approval so granted were audited and a
statement giving details of all related party transactions was placed before the Audit
Committee for its review on a quarterly basis. The particulars of transactions between the
Company and its related parties as per the Accounting Standard-18 are set out in Notes to
Accounts in the Annual Report. In line with the provisions of the Companies Act, 2013 and
the Listing Regulations, the Board has approved a policy on related party transactions. An
abridged policy on related party transactions has been placed on the Company's
website at: https://www.mangalamdrugs.com/wp-content/
uploads/2022/08/Policy-on-Related-Party-Transaction_MDOL.pdf.
B. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY
BELONGING TO PROMOTER & PROMOTER GROUP:
During the year under review, the Company has not made any transaction
with person to Promoter & Promoter Group that hold 10% or more shareholding of the
Company except the Company has received rent from Shri JB Pharma Private Limited (Formerly
known as Shri JB Pharma LLP). Also, the Board of Directors of the Company in its meeting
held on 18th June 2024 has approved the Scheme of Merger by Absorption of Mangalam
Laboratories Private Limited ("MLPL" or "First Transferor Company")
and Shri JB Pharma Private Limited (Formerly known as Shri JB Pharma LLP)
("SJPPL" or "Second Transferor Company") with Mangalam Drugs and
Organics
Limited ("MDOL" or "Transferee Company"). The
Company is yet to receive No Objection Certificates from both the Exchanges as per
Regulation 37 of Listing Regulations as on date of report.
8. MATTERS RELATED TO INDEPENDENT DIRECTORS: A. DECLARATIONS BY
INDEPENDENT DIRECTORS:
The independent directors have submitted the Declaration of
Independence, as required pursuant to section 149 (7) of the Companies Act, 2013 and
Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 stating that they meet the criteria of independence as provided in
sub-section (6). There has been no change in the circumstances, which has affected their
status as independent director. Further, they also declared that they have complied with
Rule 6 (1) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 with respect to the inclusion
of name in the data bank created by the Indian Institute of Corporate
Affairs.
B. EVALUATION BY INDEPENDENT DIRECTOR:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board of Director has carried out annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Stakeholder relationship Committees. The way the
evaluation has been carried out has been explained in the Corporate Governance Report. In
a separate meeting of Independent Directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive director. The same was discussed in the Board meeting
at which the performance of the Board, its committees and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board,
excluding the independent director being evaluated.
C. OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS
OF THE COMPANY:
In the opinion of the Board of Directors, all the independent directors
on the Board of the Company are independent of the management and complies with criteria
of Independent Director as submitted by them under Companies Act, 2013 and under
Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Companies Act, 2013. They possess integrity, expertise and also have
vast experience which is necessary or suitable to be the Director of the Company. Further,
they have no pecuniary relationship other than sitting fee for attending meetings.
9. MATTERS RELATING TO BOARD OF DIRECTORS
A. MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL
YEAR 2023-24:
During the year under review, the Board met 6 (Six) Board Meetings were
convened and held on May 30, 2023, August 10, 2023, September 30, 2023, November 08, 2023,
February 13, 2024, and March 15, 2024, in accordance with the provisions of the Companies
Act, 2013 to discuss and decide on various business strategies, policies and other issues.
The intervening gap between any two Meetings was not more than the period prescribed by
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015. The Company has complied with the applicable Secretarial Standards in
respect of all the above-Board Meetings. The detailed composition of Board of Directors
and requisite details are given in the Corporate Governance Report.
B. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS
COMMITTEES AND DIRECTORS:
The Board of Directors has adopted a formal mechanism for evaluating
various aspects of the Board's functioning its performance and as well as that of its
committee i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and
individual directors. The criteria for performance evaluation of the Board include aspects
like composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance, experience, competencies etc. The exercise
was carried out through a structured evaluation process covering various aspects of the
Boards functioning such as composition of the Board and Committees, experience and
competencies, performance of specific duties and obligations, governance issues etc.
Separate exercise was carried out to evaluate the performance of Individual Director who
was evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgment, safeguarding of minority shareholders interest. The Board
of Directors expressed their satisfaction with the evaluation process.
10. APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE
YEAR 2023-24:
The Board of Directors of the Company is led by the Executive Chairman
and comprises of five other Directors as on March 31, 2024, including three Independent
Directors which includes one Woman Director as required under Section 149 (1) of the
Companies Act, 2013. The composition of the Board is in conformity with the provisions of
the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015.
Appointment:
No appointment of any director was made during the Financial Year under
review. However, the Board approved the re-appointment of Shri Brijmohan M. Dhoot as Whole
Time Director of the Company for a further period of 3 years i.e. from August 14, 2024 to
August 13, 2027 Board approved- The Re-Appointment Of Shri Govardhan M. Dhoot, Managing
Director Of The Company For Another Term Of 3 Years W.e.f. 01st November 2024 Till 31st
October 2027: Reappointment: During the Financial Year under review, there was no change
in composition of Key Managerial Personnel of the Company. However the Board approved the
re-appointment of Shri Brijmohan M. Dhoot as Whole Time Director of the Company for a
further period of 3 years i.e. from August 14, 2024 to August 13, 2027.
Change in Designation:
No Change in designation of any director was made during the Financial
Year under review. However, the members of the Company have approved continuation of Shri
Govardhan M. Dhoot as a Managing Director of the Company on attaining the age of Seventy
Year by way of Special Resolution passed through Postal Ballot on April 30, 2023.
Retire by Rotation:
Shri Rakesh Kishinchand Milwani (DIN: 01115469) is retiring by rotation
in this 51st Annual General Meeting and is offering himself for reappointment.
11. APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL
PERSONS DURING THE YEAR 2023-24:
Board Approved- The Re-Appointment Of Shri Govardhan M. Dhoot, Managing
Director Of The Company For Another Term Of 3 Years W.e.f. 01st November 2024 Till 31st
October 2027:
12. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:
As on the date of approval of Directors' Report, following are the
Committees of Board of Directors of the Company constituted under Companies
Act, 2013, Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, Companies Act 2013 and applicable regulations of
Securities and Exchange Board of India (SEBI Regulations). Composition of the following
Committees are also hosted on the website of the Company at
https://www.mangalamdrugs.com/wp-content/uploads/2022/08/Terms-of-Reference-of-all-Committees_MDOL.pdf.
A. AUDIT COMMITTEE (AC)
B. NOMINATION AND REMUNERATION COMMITTEE(NRC) C. STAKEHOLDERS
RELATIONSHIP COMMITTEE(SRC) D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSRC)
E. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL
HARASSMENT OF WOMAN AT WORKPLACE
The constitutions, composition, terms of reference, details of meetings
and attendance of members of afore-mentioned Committees have been mentioned in the
Corporate Governance Report. Further, the Board of Directors has also formed an Executive
Committee (EC), which is a non-mandatory committee and delegated power to EC members to
consider and approve day-to-day business matters. The decisions taken by the EC members
are considered on record by the Board in their meetings F. VIGIL MECHANISM / WHISTLE
BLOWER POLICY:
In accordance with the provisions of Section 177 (9) and (10) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in
place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from any financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee. The Company is committed to
adhere to the highest standards of ethical, moral and legal conduct of business
operations. The policy is also available on the Company's website at
https://www.mangalamdrugs.com/wp-content/uploads/2022/08/Whistle-Blower-Policy.pdf G.
RISK MANAGEMENT POLICY:
The Company is not required to constitute Risk Management Committee
pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. However, the Board of Director in pursuance to Regulation 17 (9) (b)
has laid down risk management plan to deal with the risks that might become threat to the
existence of the Company and subsequently affect the going concern status of the Company.
Risks are classified in different categories such as Financial, Operational, Legal and
Strategic risks. These risks are reviewed from time to time and controls are put in place
with specific responsibility of the concerned officers of the
Company. Further, a separate section on probable risks and their
management is provided in the Management Discussion and Analysis (MD&A) Report. The
Company has in place a Policy on Risk Management for systematic approach to control risks.
13. AUDITORS & REPORTS:
A. STATUROTY AUDITORS OF THE COMPANY:
Appointment: At the 48th Annual General Meeting of the
Company, M/s. S. Somani & Co., Chartered Accountants (FRN: 117589W) was appointed
Statutory Auditors of the Company for a period of 5 years from the conclusion of 48th AGM
until the conclusion of the 53rd Annual General Meeting to be held in the year 2026.
Explanations or Comments on the Qualification,
Reservation or Adverse Remark or Disclaimer made by the Auditor in his report:
The auditor has not expressed any qualification or adverse remark in
his report.
B. SECRETARIAL AUDITORS OF THE COMPANY:
As per Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory
modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force the
Company had appointed M/s Rakhi Dasgupta & Associates - Practicing Company Secretaries
to conduct Secretarial Audit for the financial year 2023-24. The
Secretarial Audit Report in form MR.3 for the Financial Year ended
March 31, 2024, is attached herewith as Annexure C to this report. Management reply
on observations marked out by Secretarial Auditor is given below:
Observations/ Remarks of the Secretarial Auditor |
Management Reply |
Following E forms have been filed by the Company after its
due date: |
|
1. E Form AOC 4 XBRL for Financial Statements for Financial
Year 2022-23 |
|
2. E Form MGT 7 as Annual Return for Financial Year 2022-23 |
|
3. E Form DPT 3 as Return of Exempted Deposit for Financial
Year 2022-23 |
|
4. Form IEPF 2 as Statement of unclaimed and unpaid amounts
for Financial Year 2022-23 |
The suitable steps were taken by the Company after
identification. The said forms have been filed with the Registrar of Companies. |
5. E Form MGT byCompanywithAdditionalFees and as on 6
as Return to file declaration E-Formswere filed date both received under Section 89
of Companies Act, 2013. |
The clarification was sought by NSE vide its communication
dated May 07, 2024 and the Company had clarified to the NSE on May 08 2024. The management
in its clarification responded that there was a change in the period of announcement from
24 hours to 12 hours / 30 Minutes as per the SEBI (Listing Obligations and Disclosure
requirements) (Second Amendment) Regulations, 2023 for outcome of Board Meeting where
Scheme of Merger is considered. Based on said amendment, the outcome was inadvertently
filed within 24 hours from the conclusion Board Meeting due to oversight of said amendment
which was effective from 15.08.2023 and as a result the listed entity failed to submit the
announcement within timeframe of 30 minutes |
6. E Forms MSME for furnishing half yearly return with the
registrar in respect of outstanding payments to Micro or Small Enterprises (Half Year
March 2023 and Half Year September 2023) |
BSE and NSE vide their communication dated 14th December 2023
(Exchange Letters), imposed fine as follows on the Listed Entity with respect to certain
non-compliance / delayed compliance under Regulation 33 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Fine imposed
as follows: |
7. E Form CHG 4 for satisfaction of Charge created in favor
of Bank of Baroda |
A. BSE Rs.3,66,980/- (Inclusive of applicable taxes).
B. NSE Rs.3,66,980/- (Inclusive of applicable taxes). |
8. E Form CHG 1 for modification of Charge created in favor
of Bank of India The Company submitted outcome of the Board Meeting on 16th March 2024
I.e., within 24 Hours of the closure of the Board Meeting instead of 30 Minutes for
considering Scheme of Merger by Absorption at Board Meeting held on 15th March, 2024 |
With respect to action taken by BSE & NSE, the listed
entity filed a waiver letter on BSE and NSE respectively. The Listed Entity's
representation for waiver of fine was placed before the "Request Review
Committee" of BSE and NSE and such request for waiver was approved by BSE and NSE on
February 01, 2024. The same was intimated to exchanges by the listed entity on 1st
February, 2024 |
The Company did not submit the Cash Flow Statement at time of
filing Financial Results for the Quarter and Half Year ended 30th September, 2023 |
|
Regulation 24 (A) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 inter-alia requires every listed company to annex with its
Board's report, a Annual Secretarial Compliance Report given by a Company Secretary
in practice, in the prescribed form. The Annual Secretarial Compliance Report given by M/s
Rakhi Dasgupta & Associates - Practicing Company Secretaries for the Financial Year
2023-24 is annexed hereto and marked as Annexure D.
C. COST AUDITORS OF THE COMPANY:
As per Section 148 of the Act read with rules framed thereunder,
Rampurawala Mohammed A & Co., Cost Accountants, (Membership No. 32100) was appointed
as Cost Auditors for the Financial Year 2023-24 to conduct cost audit of the accounts
maintained by the Company in respect of the Bulk Drugs as prescribed under the applicable
Cost Audit Rules.
Further, Rampurawala Mohammed A & Co., Cost Accountants have
certified that their appointment is within the limits of Section 141 (3) (g) of the
Companies Act, 2013 and that they are not disqualified from being re-appointed within the
meaning of the said Act. The remuneration of Cost Auditors has been approved by the Board
of Directors on the recommendation of the Audit Committee. D. REPORTING OF FRAUDS BY
STATUTORY AUDITORS UNDER SECTION 143 (12):
During the Financial Year under review, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee or to the Board of Directors of the
Company.
E. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:
The Company has an internal control system, commensurate with the size,
scale and complexity of its operations. This ensures that all transactions are authorized,
recorded and reported correctly, and assets are safeguarded and protected against loss
from unauthorized use or disposition. Your Company has adequate internal controls for its
business processes across departments to ensure efficient operations, compliance with
internal policies, applicable laws and regulations, protection of resources and assets and
appropriate reporting of financial transactions.
The Company has an Internal Audit function which is empowered to
examine the adequacy and compliance with policies, plans and statutory requirements. It
comprises of experienced professionals who conduct regular audits across the
Company's operations. The
Company has also appointed a firm of Chartered Accountants as Internal
Auditors, who review the various functions of the Company thoroughly and report to the
Audit Committee. During the year under review, the Risk Management Committee of the
Company had reviewed the new requirement of Internal Control over Financial Reporting
("ICOFR") and finalized processes, and these were presented for review by the
Statutory Auditors. The control mechanism and the process of testing of controls were
discussed with the Statutory Auditors. The Statutory Auditors have submitted their report
on the Internal Financial Controls which forms an integral part of this Report. No
significant events had come to notice during the year under review that have or are
reasonably likely to materially affect IFC. Considering the business operations of the
Company, the Management believes that the
IFC and other financial reporting were effective and adequate during
the year under review.
Further, the adequacy of the same has been reported by the Statutory
Auditors of your Company in their report as required under the Companies (Auditor's
Report) Order, 2020.
The Company had appointed M/s. Bipin Zavar & Associates, Chartered
Accountants, as Internal Auditor of the Company for the Financial Year 2023-24.
14. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act,
2013, the draft Annual Return for the Financial Year ended March 31, 2024 made under the
provisions of Section 92 (3) of the Act is made available on the website of the Company
and can be accessed at:
https://www.mangalamdrugs.com/wp-content/uploads/2024/09/Form-MG-7-31.03.2024.pdf
15. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of
the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure
E and forms part of this Report.
16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197 (12) of the Act read with
sub-rules 2 & 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, the information required under Section 197 of the Act
read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are given in Annexure F.
17. ANNUAL REPORT ON CSR ACTIVITIES / INITIATIVES FOR FINANCIAL YEAR
2023-24:
The Company is not required to provide Annual Report on Corporate
Social Responsibility activities / Initiatives for Financial Year 2023-24 as the Company
does not fall under the criteria provided under section 135 (1) of Companies Act, 2013.
18. CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report pursuant to Regulations 17 to 27,
clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as
Annexure G and forms part of this Report.
19. DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE
FINANCIAL YEAR:
The said clause is not applicable.
20. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASON THEREOF:
The said clause is not applicable.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:
Save and except as discussed in the Annual Report, no material changes
have occurred and no commitments were given by the Company which affects the financial
position between the end of financial year to which the financial statements relate and
the date of this report.
22. LEGAL AND REGULATORY:
Compliance with laws and regulations is an essential part of your
Company's business operations. We are subject to laws and regulations in diverse areas as
trademarks, copyright, patents, competition, employee health and safety, the environment,
corporate governance, listing and disclosure, employment and taxes.
Frequent changes in legal and regulatory regime and introduction of
newer regulations with multiple authorities regulating same areas lead to complexity in
compliance. We closely monitor and review our practices to ensure that we remain compliant
with relevant laws and legal obligations.
23. SECRETARIAL STANDARDS OF ICSI:
Your Company is in compliance with the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The
Institute of Company Secretaries of India and approved by the Central Government.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013 in relation to
the Audited Financial Statements of the Company for the year ended
March 31, 2024, the Board of Directors hereby confirms that
A. In the preparation of the Financial Statements, for the Financial
Year ended March 31, 2024, the applicable Accounting Standards have been followed and that
there is no material departures.
B. Appropriate 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 of March 31, 2024, and
of the loss of the Company for the Financial Year ended March 31, 2024.
C. Proper and sufficient care has been taken for 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. D. The Financial Statements have
been prepared on a "Going Concern" basis. E. Proper Internal Financial Controls
were followed by the Company and that such internal financial operating effectively.
F. Proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
25. OTHER DISCLOSURES
A. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:
There were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the
Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is
furnished. B. BUSINESS RESPONSIBILITY REPORT:
In accordance with Regulation 34 of the Listing Regulations, Business
Responsibility Report is not applicable to the Company.
26. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion &
Analysis describing the Company's objectives, expectations or forecasts may be
forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the Company's regulations, tax laws, economic developments within the
country and other factors such as litigation and industrial relations.
27. APPRECIATION / ACKNOWLEDGEMENT
Your directors place on records their sincere appreciation for the
steadfast commitment and highly motivated performance by the employees at all levels which
was instrumental in sustained performance of the Company. The Directors are also grateful
and pleased to place on record their appreciation for the assistance and cooperation
received from the Financial Institutions, Banks, Government Authorities and Shareholders
during the year under review. Your directors are also grateful to the customers, suppliers
and business associates of your Company for their continued cooperation and support
Compliance with laws and regulations is an essential part of your Company's business
operations. We are subject to laws and regulations in diverse areas as trademarks,
copyright, patents, competition, employee health and safety, the environment, corporate
governance, listing and disclosure, employment and taxes.
Frequent changes in legal and regulatory regime and introduction of
newer regulations with multiple authorities regulating same areas lead to complexity in
compliance. We closely monitor and review our practices to ensure that we remain complaint
with relevant laws and legal obligations.
|
For and On Behalf of the Board of Directors |
|
Sd/- |
|
Mr. Govardhan M. Dhoot |
Place : Mumbai |
Chairman & Managing Director |
Date : 13th August, 2024 |
DIN: 01240086 |