Denis Chem Lab Ltd
Directors Reports
Dear Members/ Shareholders,
Your Directors are pleasured to present the 42nd ANNUAL REPORT together with
the Audited Financial Statements for the Financial Year 2022 23 ended 31st March,
2023.
1. FINANCIAL RESULTS :
Particulars |
2022-23 |
2021-22 |
| Operating Profit (Before Interest & Depreciation) |
1937.22 |
1539.73 |
| Less : Finance Cost |
64.12 |
75.64 |
| Profit before Depreciation |
1873.10 |
1464.09 |
| Less: Depreciation and amortization expenses |
781.52 |
575.75 |
| Profit before Tax |
1091.58 |
888.34 |
| Less: Current Tax |
365.00 |
215.00 |
| Less / (Add): Deferred Tax Liability / (Asset) |
(59.66) |
47.04 |
| Less: Short provision of earlier years |
0.26 |
- |
| Profit after Tax |
785.98 |
626.30 |
There are no material changes and commitment affecting the financial position of the
Company which have occurred between 1st April, 2023 and date of this report.
2. DIVIDEND:
The Board of Directors is pleased to recommend for your approval a final dividend of
Rs. 2/- per equity share on the face value of Rs.10/- each for the year ended 31st
March, 2023 (previous year Rs. 1.50 per equity share). The total final dividend amounts to
Rs. 277.53 Lakh. You are requested to approve the same. The final dividend, if declared,
shall be payable subject to deduction of tax at source, as applicable.
3. OPERATIONS:
The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles
stood at Rs.160.84 Crores during the financial year 2022-23 under review compared to Rs.
136.55 Crores of previous year 2021-22. The Company's manufacturing license is valid till
December 2027.
During the year under review, the domestic market was expanded with the acquisition of
new customers, especially in the premium "Euro head" segment. The Company also
undertook efforts to enhance the geographical reach by enhancing penetration of sales
force and distributors. The Company is also actively enhancing its product baskets in the
Injectable space via 3rd Party Manufacturing so that the Company's existing
distribution infrastructure can be utilized more optimally. The third party segment is
scaling up as expected and the Company is exploring other opportunities in this segment.
4. NEW PROJECTS:
The Company intends to pursue its growth plans and also increase its focus on cost
cutting measures. The Company aims to increase segmentation in its customer base by
introducing innovative containers. This will help the company access underserved markets
while enabling better utilization of its existing manufacturing and distribution networks.
5. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in
payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.
6. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March, 2023 was Rs.
1387.67 Lakhs. As on 31st March, 2023, the Company has not issued shares with
differential voting rights nor granted stock options nor do sweat equity and none of the
Directors of the Company hold any convertible instruments.
7. RESERVES:
Your Company does not propose to transfer any amount to general reserve.
8. DIRECTORS:
8.1 Mr. Dinesh B. Patel (DIN: 00171089) retires by rotation in terms of the Articles of
Association of the Company. However, being eligible offers himself for re-appointment.
8.2 The Board, based on the recommendations of the Nomination and Remuneration
Committee and subject to approval of members/shareholders, had reappointed Mr. Himanshu C.
Patel (DIN: 00087114) as Managing Director w.e.f. 1st August, 2023 to hold the
office upto the 31st July, 2026. 8.3 The Company has received necessary
declaration from each Independent Director of the Company under Section 149(7) of the
Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid
down in Section 149(6) of the Act.
8.4 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule
6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019
the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs, Manesar (‘IICA').
8.5 Brief profile of the Directors being appointed /re-appointed as required under
Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General
Meetings are provided in the Notice for the forthcoming AGM of the Company.
8.6 The Board of Directors duly met 6 times during the financial year under review. The
details of Board Meeting convened and held, are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations,
2015 as amended from time to time.
8.7 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual
Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management
etc. The exercise was carried out through an evaluation process covering aspects such as
composition of the Board, experience, competencies, governance issues etc.
8.8 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby
confirmed: (i) that in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at 31st March,
2023 being end of the financial year 2022-23 and of the profit of the Company for the
year; (iii) that the Directors had taken proper and sufficient care 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; (iv) that the Directors had prepared the annual accounts on a going
concern basis.
(v) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
8.9 With respect to the loans advanced by the Directors to the Company, the Company has
received necessary declarations from Directors that the said loan is not given out of
funds acquired by them by borrowing or accepting loans or deposits from others.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures.
10. MANAGERIAL REMUNERATION:
Sr. No. |
Name of the Director & Designation |
Remuneration for the year 2022-23 |
% increase over last year |
Parameters |
Median of Employees |
Ratio |
Commission received from Holding/ Subsidiary |
1. |
Dr. Himanshu C. Patel - Managing Director |
` 86.53 lakh |
- |
Higher responsibility and time involvement due to current expansion
& modernisation |
` 3,00,348/- |
28.84 |
N.A. |
The Board of Directors has framed a Remuneration Policy that assures the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, Key Managerial Personnel and Senior Management to enhance the quality required
to run the Company successfully. All the Board Members and Senior Management personnel
have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company's website
www.denischemlab.com
11. KEY MANAGERIAL PERSONNEL:
% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
Sr. No. |
Name of the Director & KMP |
Designation |
Percentage Increase (If any) |
| 1. |
Dr. Himanshu C. Patel |
Managing Director |
- |
| 2. |
Mr. Nirmal Patel |
CEO |
- |
| 3. |
Mr. Vikram Joshi |
CFO |
9.09% |
| 4. |
Ms. Anal R. Desai |
Company Secretary |
- |
12. PERSONNEL AND H. R. D.:
12.1 INDUSTRIAL RELATIONS
The industrial relations continued to remain cordial and peaceful and your Company
continued to give ever increasing importance to training at all levels and other aspects
of H. R. D. The number of Employees of the Company is 183. The relationship between
average increase in remuneration and Company's performance is as per the appropriate
performance benchmarks and reflects short and long term performance objectives appropriate
to the working of the Company and its goals.
12.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of
Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the Directors'
Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm's length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at
www.denischemlab.com
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 134(3)(m) of the Companies Act, 2013 and Rule
8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and
Technology Absorption forms part of this report and is given by way of Annexure- A.
15. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management
Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions
of Corporate Governance are appended to the Annual Report as Annexure - B.
16. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of
the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries,
Ahmedabad. The said Report is attached with this Report as Annexure – D. The
remarks of Auditor are self explanatory.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has constituted a Corporate Social Responsibility ("CSR")
Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting
of three Directors viz. Mr. Gaurang Dalal (as Chairman), Ms. Anar H. Patel and Dr.
Himanshu C. Patel, as members and has laid down a Corporate Social Responsibility Policy
(CSR Policy). The CSR Policy is available on the Company's website at
www.denischemlab.com.
Some of the core areas identified by the Committee are Education, Health, Environment,
women empowerment, Animal Welfare, Hungeretc. The Company spent Rs. 12.11 lakh towards CSR
during the financial year 2022-23.
As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the
Annual Report on CSR Activities has been attached herewith as Annexure – E.
18. ANNUAL RETURN:
The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule
12 of the Companies (Management and Administration) Rules, 2014 is available on the
website of the Company and can be accessed at www.denischemlab.com.
19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP
COMMITTEE:
The details of various committees and their functions are part of Corporate Governance
Report.
20. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices
and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information' and ‘Code of Conduct for
Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders'. The Policy
is available on the company's website.
21. AUDITORS:
STATUTORY AUDITORS:
At the 41st Annual General Meeting held on 28th September, 2022,
M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad were appointed as
Statutory Auditors of the Company to hold office for the period of 5 years i.e. for the
financial years 2022-23 to 2026-27.
The remarks of Auditors are self-explanatory and have been explained in Notes on
Accounts. COST AUDITORS: As per the requirement of Central Government and pursuant to
Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost
records every year.
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s.
Kiran J. Mehta & Co., Cost Accountants, (Firm Registration Number 000025) as Cost
Auditor to audit the cost accounts of the Company for the financial year 2023-24.
As required under the Companies Act, 2013, a resolution seeking Shareholders' approval
for the remuneration payable to the Cost Auditor forms part of the Notice convening the
Annual General Meeting for their ratification.
22. GENERAL:
22.1. INSURANCE:
The movable and immovable properties of the Company including plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against
the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the
Company.
22.2 FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
22.3 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / Joint Venture
Company. 22.4 RISK MANAGEMENT POLICY: The Company has a risk management policy, which from
time to time, is reviewed by the Audit Committee of Directors as well as by the Board of
Directors. The Policy is reviewed quarterly by assessing the threats and opportunities
that will impact the objectives set for the Company as a whole. The Policy is designed to
provide the categorization of risk into threat and its cause, impact, treatment and
control measures. As part of the Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of people at work and monitored
regularly with reference to statutory regulations and guidelines defined by the Company.
22.5 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
22.6 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
There has been no significant and material order passed by any regulators or courts or
tribunals, impacting the going concern status of the Company and its future operations.
22.7 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
22.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company did not receive any
complaint.
22.9 GRATUITY:
The Company has entered in to an agreement with Life Insurance Corporation of India for
covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund
has been created with Life Insurance Corporation of India.
22.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
22.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
22.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one time settlement with any Bank or Financial Institution.
23. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
24. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the
depositories viz NSDL and CDSL. The ISIN No. allotted is INE051G01012.
25. FINANCE:
25.1 The Company's Income-tax Assessment has been completed up to the Assessment Year
2022-23 and Sales tax Assessment is completed up to the Financial Year 2017-18.
25.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan
from Axis Bank Limited and Bank of India. The Company is generally regular in payment of
interest and principal.
26. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A
of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.
27. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to Promoters and
Shareholders for their constant support and co operation. Your Directors also place on
record their grateful appreciation and co operation received from Bankers, Financial
Institutions, Government Agencies and employees of the Company.
|
|
|
For and on behalf of the Board, |
| Place |
: Ahmedabad |
|
Dinesh B. Patel |
| Date |
: 17th July, 2023 |
|
Chairman |
|
|
|
DIN-00171089 |