Narmada Gelatines Ltd
Directors Reports
To the Members,
The Board of Directors are pleased to present the 62nd Annual Report on the
business and operations of the company Narmada Gelatines Limited (the Company) along with
the audited financial statements for the financial year ended 31st March, 2023.
Financial Highlights ( lakh)
|
2022-23 |
2021-22 |
Revenue from operations |
19,114.14 |
15,736.34 |
Other income |
229.21 |
320.21 |
Total Income |
19,343.35 |
16,056.56 |
Total expenses |
17,361.66 |
14,513.94 |
Profit before tax |
1,981.68 |
1,542.62 |
Tax Expense |
453.40 |
308.71 |
Profit after taxation |
1528.28 |
1,233.91 |
Other Comprehensive income: |
|
|
Re-measurements of net |
|
|
defined benefit plans |
6.38 |
(12.89) |
Net Profit for the year |
1521.90 |
1,246.80 |
Operating Performance
During the financial year 2022-23, the revenue from operations grew 21.5% from Rs.
157.36 crores in the previous year, to Rs. 191.14 crores. Profit After Tax for the year
grew by 23.8% to Rs. 15.28 crores vs. Rs. 12.33 crores in the previous year
The growth revenues and profits was led by increase in sales volumes as well as
stronger prices of both, Gelatin and DCP.
Earnings before interest, taxes and depreciation and amortisation (EBITDA) stood at Rs.
22.04 crores, higher than the previous year by 25%. Consequently, the Earnings per share
increased to 25.26 as compared to 20.40 in 2021-22.
Dividends
During the year under review, the Company paid to its shareholders a special interim
dividend of Rs. 100 (Rupees One hundred only) per equity share, i.e. 1000% per share, of
the face value of Rs. 10 (Rupee ten only). The dividend payout for the financial year
2022-23 amounted to Rs. 60.49 crore (Rupees Sixty crores forty nine lakh only) to those
equity shareholders whose names appeared in the Register of Members as on 19th December,
2022 (Record Date) as against the total final dividend of Rs. 10 (Rupees ten only) per
equity share, i.e. 100% per share, of the face value of Rs.10 (Rupee ten only) paid for
the previous financial year 2021 -22 [Dividend payout for the FY 2021-22 amounts to Rs.
6.04 crores (Rupees Six crores four lakh only)]. The Board of Directors have decided to
treat the above special interim dividend paid during the year as Final dividend and, hence
do not recommended further dividend for the financial year under review.
Share Capital
The Paid-up Equity Share Capital of the Company as on 31st March 2023 was 604.96 lacs
comprising 60,49,587 equity shares of Rs. 10/- each. During the year under review, your
company has neither issued any shares with differential voting rights nor granted any
stock options or sweat equity shares. The Company has paid listing fees for the financial
year 2023-24 to the Bombay Stock Exchange Ltd., where its equity shares are listed.
Transfer to Reserves
As permitted under the Act, the Board does not propose to transfer any amount to
General Reserve, but has decided to retain the entire
amount of profit for the financial year 2022-23 in the profit and loss account.
Transfer of shares by Alfamont (Mauritius) Limited (Holding Company)
A Share Purchase Agreement ("SPA") was executed on June 9, 2023, by and
between Alfamont (Mauritius) Limited, Promoter of the Company, with Pioneer Jellice India
Private Limited (CIN: U24295TN1991PTC060630) ("PJIPL") and Ashok Matches and
Timber Industries Private Ltd. (CIN: U24291TN2000PTC045347) ("AMTIPL") for sale
of the entire stake of 45,37,189 fully paid up equity shares of Rs. 10/- each, held by the
Promoter, constituting 75% of the fully diluted voting share capital in the Company, at a
price of Rs. 229/- (Rupees Two Hundred and Twenty Nine only) per equity share. PJIPL will
acquire 24,95,454 equity shares of Rs. 10/- each, whereas AMTIPL will acquire 20,41,735
equity shares of Rs. 10/- each.
PJIPL is based out of Cuddalore, India and is part of Pioneer Asia Group in which
Jellice Group holds 25% shares. Established in 1941, Jellice Group is one of the top 10
gelatin manufacturers in the world having headquarters in Sendai, Japan. Pioneer Jellice
India and the Jellice Group have gelatin manufacturing facilities in Cuddalore (Tamil
Nadu, India), Emmen (Netherlands) and Taiwan.
AMTIPL is carrying on, inter alia, the business of acquiring, purchasing, taking
on lease or hire or by any other means any real estate and/or developing the same and
erecting, constructing, maintaining and operating buildings and other superstructures of
any kind.
Pursuant to the said acquisition by way of execution of SPA and on completion of
transfer formalities, the Company will no longer be a subsidiary of Alfamont (Mauritius)
Limited. The shareholders can view the SPA from the websites of the Company and BSE
Limited for further information on this
Quality initiatives
The Company is committed to the highest levels of quality for its products and customer
services. During the financial year 2022-23, the Company retained its ISO certification
for Quality Management (ISO 9001:2015), EDQM Certification from European Directorate for
the Quality of Medicines and Healthcare, DNV Management System Certification for Food
Safety Management System Standard (ISO 22000:2005), KOSHER Certification and Halal
Assurance System Certification.
Deposits from public
During the year under review, the Company has not accepted any deposits from public as
defined under Chapter V of the Companies Act, 2013. No amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.
Particulars of 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.
Corporate Social Responsibility (CSR)
In compliance with Section 135 of the Act, the Company has undertaken CSR activities
and programs, excluding activities undertaken in pursuance of its normal course of
business. Under Section 135 of the Act, the Company was required to spend Rs. 22.90 lakh
(2%) of the average qualifying net profits of the last three financial years on CSR
activities in financial year 2022-23. During the year under review, the Company has spent
Rs.15.98 lakh and balance Rs. 6.92 lakh has been setoff from the previous year's excess
spent on CSR activities as
approved by the Board of Directors. Accordingly, the Company has met its obligation of
spending Rs. 22.90 lacs for financial year 2022-23.
The Annual Report on CSR containing the composition of the CSR Committee, salient
features of the CSR Policy, details of activities, and other information as required under
Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure -I
attached to this Report. Since the average CSR obligation for the preceding three
financial years i.e. financial year, 2019-20, 2020-21 and 2021-22 was less than Rs. 10
crores, the impact assessment report was not applicable for the year 2022-23. The CSR
Policy may be accessed on the Company's website at the link:
https://www.narmadagelatines.com.
Risk Management
The Risk Management Committee has been entrusted with the responsibility to assist the
Board in (a) approving the Company's Risk Management Framework and (b) overseeing
strategic, operational, financial, liquidity, security, regulatory, legal, environmental,
human recourse, and other risks that have been identified and assessed to ensure that
there is a sound Risk Management Policy in place to address such concerns/risks.
The Audit Committee has exercised additional oversight in the area of financial risks
and controls. Major risks identified by the business and functions are systematically
addressed through mitigating actions. The details of the Risk Management Committee, its
terms of reference, key business risks identified and mitigation plans are set out in the
Corporate Governance Report.
Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil mechanism / Whistle-blower Policy in place to encourage and
facilitate employees to report concerns about unethical behavior, actual/ suspected frauds
and violation of Company's Code of Conduct or Ethics. The policy provides for adequate
safeguards against victimisation of persons who avail the same and provides for direct
access to the chairperson of the Audit Committee. The Audit Committee of the Company
oversees the implementation of the Whistle- Blower Policy. The Committee affirms that no
complaint has been received under the Whistle-Blower Policy/ Vigil Mechanism and no
personnel had been denied access to the Chairman of the Audit Committee.
Information on Whistle-Blower Policy is available on the website of the Company at
https://www.narmadagelatines.com and in the Corporate Governance Report.
Reporting of Frauds
There were no instances of fraud or suspected frauds reported during the year under
review, which required the Statutory Auditors to report to the Audit Committee and / or
Board under Section 143(12) of the Act and the rules made thereunder.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any subsidiary, joint ventures or associate companies.
Nomination and Remuneration Policy
The policy of the Company is to have an appropriate number of executive and independent
directors on the board. The policy of the Company on directors' appointment and
remuneration, etc. as required under Section 178 of the Companies Act, 2013, is available
on the website (www.narmadagelatines.com) and in the Corporate Governance Report. The
remuneration paid to directors is as per the terms laid down in the Nomination &
Remuneration Policy of the
Company.
The Company has a Nomination and Remuneration Committee which makes recommendation to
the Board with regard to the appointment of new Directors and Key Managerial Personnel.
This policy on nomination and remuneration of Directors, Key Managerial Personnel and
Senior Management has been formulated in terms of the provisions of the Companies Act,
2013 and the Listing Regulations as amended from ti me to time.
The main objectives of the policy are:
• To lay down criteria and terms and conditions with regard to identifying persons
who are qualified to become Directors (Executive and Non-Executive) and persons who may be
appointed in senior management and key managerial positions.
• To determine remuneration based on the Company's size and financial position and
trends and practices on remuneration prevailing in peer companies and in the industry.
• To carry out evaluation of the performance of Directors, as well as key
managerial and senior management personnel.
• To provide them rewards linked directly to their effort, performance, dedication
and achievement relating to the Company's operations.
• To retain, motivate and promote talent and to ensure long term sustainability of
talented managerial persons and to create competitive advantage.
Directors and Key Managerial Personnel
Re-appointment of Wholetime Director
The Board of Directors at their meeting held on 16th May, 2023, subject to approval of
the shareholders, approved the re-appointment of Mr. Ashok K Kapur (DIN: 00126807) as the
Whole-time Director of the Company for a further period of one year commencing from 1 st
June, 2023 to 31st May, 2024.
Special resolution for the re-appointment of Mr. Ashok K Kapur as the Whole-time
Director of the Company is being placed for the approval of the shareholders of the
Company at the ensuing AGM. The Board of Directors, and Nomination and Remuneration
Committee of the Company recommends his re-appointment as the Whole-time Director of the
Company.
In terms of requirement of Listing Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the context of the Company's businesses for
effective functioning, which are detailed in the Corporate Governance Report.
Attention of Shareholders is invited to the relevant items of the Notice of the Annual
General Meeting and the Notes thereto. Brief resume of the Directors proposed to be
appointed/ reappointed, nature of their expertise in specific functional areas and names
of companies in which they hold directorship and membership/ chairmanship of committees of
the Board, as stipulated under Regulation 36 of the Listing Regulations are given in the
section on Corporate Governance in this Annual Report.
Pecuniary relationship or transactions with the Company
During the year under review, except Mr. Ravindra K Raje, no other non-executive
directors of the Company had pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company. Declaration from directors
The Company has received necessary declarations under Section 149(7) of the Companies
Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the Independent
Directors stating that they meet the prescribed criteria for independence. All Independent
Directors have affirmed compliance to the code of conduct for Independent Directors as
prescribed in Schedule IV to the Companies Act, 2013.
The Company has also received from them declaration to compliance of Rule 6(1) &
(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding
online registration with the 'Indian Institute of Corporate Affairs', for inclusion/
renewal of their names in the data bank of Independent Directors.
With regard to integrity, expertise and experience (including the proficiency) of the
Independent Directors appointed / reappointed during the Financial year 2022-23, the Board
of Directors have taken on record the declarations and confirmations submitted by the
independent directors and is of the opinion that all the Independent Directors are persons
of integrity and possess relevant expertise and experience and their association as
Directors will be of immense benefit to the Company.
With regard to proficiency of the Independent Directors, ascertained from the online
proficiency self-assessment test conducted by the institute, as notified under Sub-Section
(1) of Section 150 of the Act, the Board of Directors has taken on record the declarations
submitted by Independent Directors that they are exempt from appearing i n the test.
None of the Directors of the Company are related inter-se, in terms of Section 2(77) of
the Act including Rules there under.
None of the Directors of the Company are disqualified for being appointed as directors
as specified under Section 164(2) of the Act and Rules there under.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ashok K
Kapur, Whole-time Director, Mr. Mahesh Verma Chief Financial Officer and Ms. Meenu Sharma,
Company Secretary are the Key Managerial Personnel of the Company as on 31st
March, 2023.
Board Evaluation
The Nomination & Remuneration Committee and the Board have laid down the manner in
which a formal annual evaluation of the performance of the Board, Committees, Chairman and
individual directors has to be made. The Board of Directors has carried out an annual
evaluation of its own performance, Board committees, and individual directors pursuant to
the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.
The Board evaluated its own performance, Board Committees as well as the individual
directors performance after seeking inputs from all the directors/members and also on the
basis of criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc.
The independent directors at their separate meeting reviewed the performance of
non-independent directors, the Board as a whole and Chairman of the Company, taking into
account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
Performance evaluation of independent directors was done by the entire Board, excluding
the independent director being evaluated. The manner in which the evaluation was carried
out is covered in the Corporate Governance Report.
Board and Committee Meetings
The Board meets at regular intervals to discuss and decide on company's business
policies and strategies. In case of special and urgent business, the Board/Committee's
approval is taken by passing resolutions through circulation, or by calling
Board/Committee meetings at a shorter notice, as permitted by law.
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board meetings and Annual General Meetings. The agenda for the
Board and Committee meetings includes detailed notes on the items to be discussed to
enable the Directors to take an informed decision.
During the financial year under review, five Board Meetings and four Audit Committee
Meetings were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between two Meetings was within the period
prescribed under the Companies Act, 2013.
A detailed note on the composition of the Board and its committees is provided in the
Corporate Governance Report.
Meeting of Independent Directors
As per provisions of Schedule IV to the Companies Act, 2013, the Independent Directors
are required to hold at least one meeting in a financial year, without the attendance of
Non-independent Directors and members of management. During the financial year 2022-23,
the Independent Directors have held one separate meeting on February 10th,
2023.
Directors' Responsibility Statement
Pursuant to the requirement of Section 134(5) of the Act, the Board of Directors, to
the best of its knowledge and ability, confirm that:
a. in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b. appropriate accounting policies have been selected and applied consistently and
judgements and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the profit of the
Company for the year ended on that date;
c. proper and sufficient care has been taken 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;
d. the annual financial statements have been prepared on a going concern basis;
e. proper internal financial controls have been followed and that such financial
controls are adequate and are operating effectively; and
f. proper systems to ensure compliance with the provisions of all
applicable laws are in place and were adequate and operating effectively.
Related Party Transactions
The transactions with related parties entered into during the financial year were on
arm's length basis and were in the ordinary course of business. 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.
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 in Form AOC-2 are set out in the Notes to Financial
Statements forming part of the Annual Report. None of the Directors has any pecuniary
relationships or transactions with the Company or vice versa, except Mr. Ravindra K Raje
who is in receipt of fees in his professional capacity for being appointed as a
Consultant/Advisor to the Company owing to his qualification and expertise on various
matters concerning affairs of the Company duly approved by the Audit Committee, the
Nomination and Remuneration Committee and the Board of Directors of the Company with
effect from 1st March, 2022.
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and
Auditors) Rules, 2014, as amended from time to time, M/s Lodha and Company, Mumbai,
Chartered Accountants (Firm Registration No.301051 E), were appointed as the statutory
auditors of the company at the 61st Annual General Meeting of the company held
on 22nd September, 2022, to hold office for the second term of five years from
the conclusion of 61st Annual General Meeting of the Company, till the
conclusion of 66th Annual General Meeting to be held in the year 2027.
The requirement for the annual ratification of auditors' appointment at the AGM has
been omitted pursuant to Companies (Amendment) Act, 2017, notified on May 7, 2018.
Report of Statutory Aud itors
The Statutory Auditors, M/s Lodha and Company, Mumbai, Chartered Accountants, have
submitted their Report on the Financial Statements of the Company for the financial year
2022- 23, which forms part of this Annual Report. The Notes on Financial Statements
referred to in the Auditors' Report for the year 2022- 23 are self-explanatory. There are
no observations, qualifications, reservations or adverse remarks in the Auditor's Report
that call for any explanation.
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
products manufactured by the Company.
Secretarial Auditor and their report
Dr. Asim Kumar Chattopadhyay, Company Secretary, was appointed as Secretarial Auditor
of your Company for the financial year 2022-23 pursuant to Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The Secretarial Audit Report is annexed to this Report as Annexure - II.
There are no qualifications, observations or adverse remarks of the Secretarial
Auditors in the Report issued by them for the financial year 2022-23 which call for any
explanation from the Board of Directors.
Transfer of Unpaid and Unclaimed amounts to IEPF
Pursuant to the applicable provisions of the Act, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules') as amended, all unpaid
or unclaimed dividends which were required to be transferred by the Company to the IEPF
were transferred to IEPF Authority.
The Company has also transferred shares in respect of which dividend amount remained
unpaid/ unclaimed for a consecutive period of seven years or more to IEPF Authority within
stipulated time.
Pursuant to the provisions of Section 124 of the Companies Act, 2013, during the
financial year, the declared dividends which remained unpaid or unclaimed for a period of
7 years have been transferred by the Company to the Investor Education and Protection Fund
(IEPF) established by the Central Government, as detailed in the Corporate Governance
Report.
The details of unpaid / unclaimed dividend and the shares transferred to IEPF Authority
are available on the website of the company at https://www.narmadagelatines.com.
Significant and Material Order passed by the Regulators
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and the Company's operations in future.
Corporate Governance Report
The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Whole-
time Director's declaration regarding compliance with the Company's Code of Business
Conduct and Ethics for Directors and Management Personnel forms part of the Corporate
Governance Report. As required by the Listing Regulations the certificate on Corporate
Governance for the year ended 31st March, 2023 issued by Dr. Asim Kumar
Chattopadhyay, Company Secretary in Practice, is annexed to this Report.
Management Discussion and Analysis
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, detailed review of operation, performance and future outlook of the
Company is presented under Management Discussion and Analysis Report in a separate section
and forms part of the Annual Report.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is annexed
to this Report as Annexure - III.
Annual Return
As provided under Section 92(3) & 134(3)(a) of the Act, the Annual Return for FY
2021-22 is available on the website of the Company at https://www.narmadagelatines.com.
Particulars of Employees
None of the employees of the Company is in receipt of remuneration exceeding the limits
prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details in respect of directors and
employees of the Company as required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
to this Report as Annexure - IV.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
All the employees in the Company are considered equal. There is no discrimination
between individuals at any point on the basis of race, colour, gender, religion, origin,
sexual orientation or age. Every individual is expected to treat his/her colleagues with
respect and dignity.
The Company has in place a policy for prevention of sexual harassment at workplace.
This policy of the Company is in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees) are covered under this policy. An
Internal Complaints Committee is in place to redress the complaints received regarding
sexual harassment. No complaint was received by the Company during the financial year
ended 31st March, 2023.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.
Appreciation
The Directors wish to convey their deep appreciation to all the employees, customers,
vendors, investors, and consultants/ advisors of the Company for their sincere and
dedicated services as well as their collective contribution to the Company's performance.
The Directors also thank the Central and the State Governments, statutory authorities,
bankers, and business associates and all the stakeholders for their continued interest and
valued support
For and on behalf of the Board
Prakash M Nene |
Ashok K. Kapur |
Chairman |
Whole-time Director |
Place: Jabalpur |
|
Date: 7th July, 2023 |
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