To
the members of nitta gelatin india limited
Your Directors have pleasure in presenting the 48th Annual Report and
the audited financial statements of your Company for the year ended 31st March, 2024.
The Statement of Accounts has been prepared In accordance with Indian
Accounting Standards (IND AS) which are applicable to the Company w. e. f. 01st April,
2017 as per the Rules laid down in this regard.
SHARE CAPITAL
The Authorised Share Capital of your Company as on 31st March, 2024 was
' 8024.44 Lakhs comprising of 4,00,00,000 Equity Shares of ' 10/- each totaling to '
4000.00 Lakhs, 929,412 Optionally Convertible Non- Cumulative Preference Shares (OCPS) of
' 170/- each totaling to ' 1580.00 Lakhs, 2,00,00,000 Optionally Convertible Non-
Cumulative Preference Shares of ' 10/- each totaling to ' 2000.00 Lakhs and 44,44,444
Redeemable Preference Shares of ' 10/- each totaling to ' 444.44 Lakhs.
PERFORMANCE Record Profits
Your Company recorded the highest profit in its history during the
financial year 2023-24 based on robust demand for all its products and the equity enjoyed
by the Company amongst its customers, backed by strong internal processes.
The gross revenue from operations of your Company during the year under
review was ' 472.97 Crores as compared to ' 486.75 Crores in the previous year. Profit
before tax was ' 109.88 Crores as against ' 78.08 Crores in the previous year, registering
a growth of 41%. There was an increase in sales realisation per unit of Gelatin in line
with the global prices with the growth in its demand worldwide. The price of the
by-product Di-Calcium Phosphate has decreased slightly during the year, due to easing of
demand from the poultry sector. The increase in price of raw material Crushed Bone and
Hydrochloric acid continues to place the industry under pressure.
Economic Scenario - Domestic and Global Market
Earning the nickname "pharmacy of the world," India's
pharmaceutical industry is on a major upswing. While it serves its own domestic needs, it
also plays a critical role on the global stage. Indian companies control over 20% of the
world's pharmaceutical supply chain and a staggering 60% of the global vaccine market.
They are a major source of affordable medications, supplying 40% of generic drugs in the
US and a quarter of all medicines in UK. This remarkable transformation has made India a
driving force in global healthcare advancement.
Lower labour costs, efficient manufacturing and economies of scale
allow Indian firms to offer competitive prices. Additionally, the industry's sheer size
and diversification make it adaptable and resilient. This allows them to cater to a wide
range of needs and weather market changes effectively. Maintaining this global leadership
requires a strong foundation. Robust supply chains are essential to meet strict
regulations, ensure high-quality products and overcome logistical challenges. India's
pharmaceutical industry is well-equipped to address these demands and solidify its
position as a global healthcare leader.
Plant utilization at full capacity
The Company was able to run its Gelatin plant at its full capacity
during the year 2023-24, thanks to the growing demand for Gelatin and also to the
successful efforts to streamline operations and maximize output.
Although our approach was to fully utilize the capacity, the Company
could only operate its Collagen Peptide plant lower than its production capacity. To achieve
full capacity utilization, we have been developing new markets such as Europe, UK, Turkey,
Middle East, South East Asia, Asia Pacific etc. including offering improved high
functional products.
However, the economic slowdown in the South East Asian Markets and
competition from other hide Collagen suppliers limited our sales, but we are expecting
better results in the coming years. The low prices of Bovine hide Collagen in the market
have made us face adversities in competing with current market prices.
Raw Material scenario
The availability of Crushed Bone (CB), which is the major Raw material
for manufacture of Gelatin has been fluctuating during the year. With most Gelatin
companies operating to full capacity, there has been an increase of CB prices. Compared to
South India, the increase was higher in other parts of India. Slow movement of Bone meal,
which is a byproduct of the CB industry has also led to the vendors expecting a higher
price for CB, to make up this drop in their profitability.
Though the availability of good quality CB at reasonable cost has been
a challenge during the financial year, our effective sourcing strategy minimized the
impact. This included increased sourcing from South India for Ossein Division in Kerala,
sourcing of CB from other parts of the Country for other units helped in controlling the
freight and hence the overall landed cost. Company is taking steps to partner with CB
suppliers inorder to improve the quality of raw material.
The availability and price of fish protein - the raw material required
for manufacture of Fish Collagen Peptide was stable during the course of the year. The
Company will be scouting for new sources in the coming year to ensure its increased raw
material requirement.
Availability of Hydrochloric acid and hydrated lime was stable during
the year, Price of lime was stable, Acid price increased compared to previous year due to
volatility in caustic soda market,
Operations
(i) Apart from the price trends in respect of CB, acid prices have
increased by 70%, significantly impacting the cost of production,
(ii) The per unit price realization has gone up by 13% for Limed
Ossein, by 1% for Gelatin, a drop of 2% for Di-Calcium Phosphate, remained stable for
Bovine Collagen Peptide and dropped by 13% for Fish Collagen Peptide, The price of raw
material, fish protein for Fish Collagen Peptide has recorded a decrease of 17% during the
year. Price negotiations with raw material suppliers and finished product customers are on
to protect the margins, The weakening of Rupee against USD during 2023-24 as compared to
2022-23 has contributed to better sales realisation on exports,
(iii) The production of Gelatin has come down due to an accident and
the consequent shut down taken in the month of September, The production levels of Ossein
has come down due to lower demand and so also the bi-product Di-Calcium Phosphate, The
overall production of Collagen Peptide has come down due to the drop in sales for the
product,
(iv) The Company has developed alternate raw material sources and put
in place innovative manufacturing technologies to improve the yield, cost and quality of
Collagen Peptide,
(v) There was increase in power cost due to increase in tariff as well
as higher production levels but the overall cost could be maintained at manageable levels
for power as a result of various cost control measures in both the Divisions of the
Company, Though the price of LNG, firewood and furnace oil has increased during the year,
cost control measures helped the Company to keep costs under control, The price of coal
has dropped significantly during the year under review on account of lifting of
restrictions for exports from China to India,
(vi) The Company's efforts to create value from wastes by generating
biogas from residual sludge for use as fuel has further gained momentum with the
installation of Anaerobic Digester in Gelatin Division during the year, The operation of
sludge dryer which could substantially reduce the volume of sludge for disposal has helped
the Company in terms of reducing the attendant costs, Factory and Administration overheads
increased marginally in line with the overall business environment,
(vii) With regard to finance cost, the Company could effectively
leverage low cost foreign currency loans by negotiating with the Banks and inducting Banks
that provide working capital funds at attractive rates, Interest rates for USD denominated
foreign currency loans have gone up with the new framework with the benchmark as SOFR, The
Company is now availing foreign currency loans in alternate currencies such as JPY etc, to
reduce the over all interest costs,
(viii) Against this backdrop, your Company exercised close monitoring
and strict control over each significant element of cost and achieved improved
profitability notwithstanding the hig her costs incurred due to various reasons as
described above,
ix) The products of your Company continued to enjoy robust market
demand during the year under review, The entire sale of Ossein/Limed Ossein, 39% of the
total sale of Gelatin and 60% of Collagen Peptide was through exports, Your Company has
arrangement with its overseas Promoter, Nitta Gelatin Inc,, Japan to leverage their
expertise and market insights in servicing its customers in a proactive manner in line
with the global standards of NITTA Group, The Company has taken steps to further improve
the demand for Collagen Peptide by venturing into new markets and by offering high
functional products,
x) The Pollution Control Board has renewed the validity of the Consent
to operate upto 30th June 2028 for Ossein and Gelatin Divisions, Reva Division's Consent
to Operate issued by the Gujarat State Pollution Control Board has been renewed and is
valid upto 23rd May 2026.
Environmental Sustainability
Your Company has always prioritized environmental sustainability as an
important indicator to reduce carbon foot print and has taken various measures in this
regard,
i) Various power reduction initiatives are conducted across units such
as installation of energy efficient IE3 motors, installation of VFD for motors,
installation of Solar lights etc,
ii) The Company has installed an Anaerobic Digestor with automated
biogas pumping system & Volute Sludge dewatering system for ETP sludge filtration in
Gelatin Division, This will equip the Company to meet the required environmental standards
as stipulated by the Pollution Control Board in view of the changed scenario,
iii) The Company's rain harvesting pond at its Ossein Division has
helped to improve the water table in nearby areas in addition to de-risking the Company
from any sudden developments affecting water availability, though to a limited extent,
iv) The Company continues to maintain the Miyawaki forest, a technique
leading to thick growth of trees in a measured area and thereby ensures its commitment to
green aspects of the environment,
v) The Company has installed a Polyhouse in both Ossein and Gelatin
Division for sludge drying to save on energy requirement,
vi) The Company continues to develop green belts and has developed 4.36
hectares (45%) of green belt in and around the factory premises out of total 9.7 hectares
of total industrial area with varieties of plant species at its Ossein Division,
FINANCIAL HIGHLIGHTS
The operations of the Company for the year 2023-24 have resulted in a
pre-tax profit of ' 109.88 Crores (as against a pre-tax profit of ' 78.08 Crores) during
the year 2022-23. Details are as under:
(Amount in ' Crore)
| Particulars |
For the year ended 31st March, 2024 |
For the year ended 31st March, 2023 |
| Sales (including export incentives and net of GST) |
472.97 |
486.75 |
| Other Income |
16.67 |
5.31 |
| TOTAL |
489.64 |
492.06 |
| Net Profit before Depreciation |
123.96 |
91.27 |
| Deducting therefrom: |
|
|
| Depreciation |
14.08 |
13.19 |
| Provision for Tax |
|
|
| - Current Tax |
24.25 |
22.76 |
| - Income Tax relating to earlier years |
0.45 |
- |
| - Deferred Tax |
2.70 |
(3.44) |
| Profit after Tax from continuing operations |
82.48 |
58.76 |
| Other comprehensive income/(loss) net of tax |
- |
0.09 |
| Total comprehensive profit for the year |
82.48 |
58.85 |
| Profit brought forward from previous year |
72.29 |
32.96 |
| Current Year's Profit available for appropriation |
82.48 |
58.76 |
| Appropriations: |
|
|
| Final dividend on equity shares - paid |
6.80 |
3.63 |
| Total |
6.80 |
3.63 |
| Transfer to General Reserve/Other Reserves |
- |
15.80 |
| Balance profit carried forward to next year |
147.97 |
72.29 |
| Earnings per share (' |
|
|
| Basic |
90.85 |
64.72 |
| Diluted |
90.85 |
64.72 |
DIVIDEND
Considering the Company's performance, the Board has recommended a
dividend of ' 6/- per share i.e. 60% of the face value of ' 10/- per share on the Equity
Capital for the year ended 31st March, 2024. The Board has also recommended a dividend
@7.65063% on the 44,44,444 Redeemable Preference Shares of the face value of ' 10/- each
for the year ended 31st March, 2024. This dividend payment is out of the current year
profits of the Company and is subject to approval of the members at the ensuing Annual
General Meeting,
The total outflow on account of dividend will be ' 578.75 Lakhs ('
725.93 Lakhs in the financial year 2022-23) comprising of ' 34 Lakhs on Preference Shares
(' 44.99 Lakhs in the financial year 2022-23) and ' 544.75 Lakhs on Equity Shares ('
680.94 Lakhs in the financial year 2022-23).
During the year, unclaimed dividend of ' 3,21,272/- pertaining to the
year 2016-17 shall be transferred to the Investor Education & Protection Fund after
giving due notice to the members,
RESERVES
The Company has transferred an amount of ' 1,580.00 Lakhs as Capital
Redemption Reserve upon repayment of the Convertible Preference Shares during the previous
year as part of statutory requirements of the Companies Act, 2013. The Company has
recognized capital reserves amounting to ' 2,750.62 Lakhs on account of the merger
(including deferred tax asset on the unabsorbed business loss of Reva Proteins Ltd.
carried over from previous years as per tax books for an amount of ' 1,609 Lakhs and other
appropriate adjustments).
Reserves as on 31.03.2024 comprises of Security Premium Reserve of '
2,895.90 Lakhs, equity contribution on External Commercial Borrowings and Preference Share
Capital ' 984.43 Lakhs, Special Export Reserve of ' 79.00 Lakhs, General Reserve of '
7,836.64 Lakhs, Capital Redemption Reserve of ' 1,580 Lakhs, Retained earnings of '
14,796.85 Lakhs, Capital Reserve of ' 2,750.62 Lakhs, Hedge Reserve of ' 2.19 Lakhs and
other comprehensive loss of ' 272.34 Lakhs aggregating to ' 30,653.29 Lakhs.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details in respect of other loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act, 2013 are given in the notes on
accounts for the financial year ended 31st March, 2024 and such loans, guarantees and
investments are within limits prescribed under that Section.
CREDIT RATING
The Rating agency CRISIL has revised the outlook on the long
term bank facilities to "CRISIL A-/ watch Developing (placed on "Rating watch
with Developing Implications) from "CRISIL A-/Positive". The short term
rating has been "CRISIL A2+/- watch Developing (placed on ‘Rating watch with
Developing implications"). This is consequent to stoppage of operations in subsidiary
Company, Bamni Proteins Ltd. as detailed under the Heading - Subsidiary Company Bamni
Proteins Limited.
AWARDS & ACCOLADES
During the year, NGIL received various recognitions like;
a) CII -Total Cost Management Division -TCM Award-2023, Merit Category
(SME Champion).
b) MKK Nayar Productivity Award 2023 for the Second-Best Productivity
Performance in the category of Large Industries.
c) Team from Ossein Division won a special jury award in KSPC Kaizen
Competition.
d) Team from Ossein Division won SEEM Gold award 2022 under Category
-Chemicals from Society of Energy Engineers and Managers.
e) Team from Ossein Division and Gelatin Division won Silver Award
under Restorative Category in 47th CII National Kaizen Competition.
f) Gold Category Recognition from CII for BE maturity assessment
programme-2023.
g) Ossein Division won Abhinandan Patra Award- 2024 from National
Safety Council, Kerala Chapter.
h) NGIL won KMA CSR Award -2024, Education category.
The following prestigious certifications are retained by your Company:-
(a) European Directorate for the Quality of Medicines & Health
(EDQM) Certificate for Gelatin Division
(b) Drugs manufacturing license from DC, Govt. of Kerala.
(c) CAPEXIL plant approval certificate for the export of Ossein,
Gelatin and Collagen Peptide.
(d) HACCP Certificate for Ossein Division for food safety.
(e) ISO 9001: 2015 for Quality Management System of the Company.
(f) FSSC 22000 V.5.1 Certification for Food Safety Management System.
(g) FSSAI License for manufacturing, import/export/ retail/e-commerce
of Gelatin, Collagen Peptide, Collagen Peptide retail products.
(h) WHO-GMP Certification as per World Health Organisation/Codex for
manufacture of Gelatin & Collagen Peptide.
(i) USDMF for Gelatin gelling Grade & Non-gelling Grade.
(j) Chinese DMF for Gelatin.
(k) Halal (MUI, IFANCA & JUM )/Kosher Certification for Gelatin and
Collagen Peptide - JUM Halal for Ossein & Di-Calcium Phosphate.
(l) ISO:IEC 17025:2017 NABL Accreditation for in-house laboratory of
Gelatin Division.
(m) ISO 14001:2015 for Environment Management System.
(n) ISO 45001:2018 Certification for Occupational, Health and Safety
Standards.
(o) ISO 50001:2018 Certification for Energy management system.
(p) Gelatin Division & Ossein Division passed the recent TPM
SIGNIFICANT ACHIEVEMENT Certification Assessment-2023.
HEALTH, SAFETY AND ENVIRONMENT
Compliance with relevant regulations and effective management of the
related issues is an integral part of the Company's philosophy.
1. Health and Safety
The Company is committed to protecting the health and safety of its
employees. The Company has a three-tier safety committee system including an Apex Safety
committee chaired by the Managing Director.
In addition to the Company's Head for Health Safety & Environment,
each plant has a Safety Officer and a Safety Committee, including workmen and executive
representatives. The Committee meets regularly to review issues related to occupational
safety and employee health. Regular health checkup of the employees is carried out through
tie-up with reputed hospitals. Various training programs and Safety campaigns are
conducted at the plant on health and safety topics including emergency preparedness, work
safety, first aid, etc. Both Ossein and Gelatin factories have received the ISO 45001-2018
& ISO 14001-2015 certification, which is a testimony to the Company's commitment in
this area.
The following were the major activities carried out during the year:
• Various training & campaign programs were conducted to
improve Occupational Health & Safety Awareness.
• An external comprehensive safety audit was conducted by Chola MS
risk services at both Gelatin Division (GD) and Ossein Division (OD).
• Surveillance audit of ISO 45001-2018 completed at both OD and
GD.
• Ossein Division received Safety award from National Safety
Council - Kerala upon successful completion of Safety Audit.
• Fire license renewed at Ossein and Gelatin Divisions.
• Safety day/week celebrations were held at Ossein, Reva and
Gelatin Divisions. Various programs, demonstrations and competitions were conducted.
• Mock drills were conducted for equipping the employees for
handling emergencies at Ossein, Reva and Gelatin Divisions. Mock drill on confined space
rescue operation was conducted in Gelatin Division.
• As part of the TPM (SHE pillars), various safety improvement
initiatives and their reviews are conducted at OD & GD.
• Followed by an undesirable event resulting in a fatality in the
Gelatin Division, rigorous safety enhancement initiatives have been implemented. These
include establishing a dedicated storage area for empty chemical cans based on chemical
compatibility, setting up an empty chemical can washing station, implementing a dedicated
permit system for empty chemical can washing, conducting frequent refresher trainings at
periodic intervals, providing training to migrant workers in local languages and
displaying signage and information in the local language.
2. Environment
During the year, the Company has taken steps to develop the appropriate
technology for the manufacture of high quality Degreased Crushed Bone by setting up a
pilot plant in collaboration with a prospective Crushed Bone supplier. This project once
completed will result in the reduction of impurity and other unwanted material content in
Crushed Bone and is expected to reinforce the supply chain. Once this is found to be
successful, it will be replicated with other potential suppliers which will greatly help
the Company in terms of improving the overall productivity and managing the cost in an
effective manner.
The Company continuously endeavors to enhance Environmental Management
and demonstrates its commitment to protecting the environment through all activities. The
factories of the Company are equipped with modern effluent treatment plants for treating
and discharging treated water with parameters well within the norms laid down by the
respective State Pollution Control Board. The emissions from the boilers and generator
stacks are regularly monitored for compliance. Solid waste from operations is collected in
a secure manner and disposed of in authorized locations. Ambient air quality is monitored
on regular basis and ensured for its compliance. Company's ETP operations have been
reinforced with the introduction of new equipment and technologies. Various energy-saving
measures and efficiency improvement activities were taken up during the year that reduced
the consumption of fuels compared to previous years. Action plans have been drawn up to
reduce the consumption of water in the coming years. In the case of solid waste reduction,
the Company follows a structured action plan. A polymer house-based facility using solar
energy has been developed at the Company's Gelatin Division for drying the sludge
emanating out of the operations leading to lower operating costs and carbon print. With a
view to reducing the greenhouse effect, the Company is focusing on greenery development at
all its locations.
The following were some of the other related activities:
• Surveillance audit of ISO 14001-2015 completed for Gelatin
Division.
• ISO 14001-2015 initial certification done at OD.
• Environmental day celebrations conducted at Ossein, Reva &
Gelatin Division.
• Volute Sludge dewatering system for ETP sludge filtration
implemented in GD.
• Followed by the installation of Anaerobic Digestor, Biogas
pumping automation implemented in GD for enhancing environmental and Safety performance.
• Conducted One Day ETP training for Pollution Control Board newly
joined engineers.
• The Electrical street light replaced with solar lights in GD.
• Online continuous effluent monitoring system installed in GD.
• Various sapling plantations, drip irrigation, bamboo
plantations, poly house renovation are done as part of Green Belt development in Ossein
Division.
• ETP Chemical Consumption reduction initiatives done at Reva.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has formulated a well-structured Policy aimed at providing
focus and direction to the various activities on CSR. The Company is committed to
identifying and supporting programmes aimed at such of the sectors. The CSR Policy can be
accessed on the Company's website
https://gelatin.in/uploads/homecontent/CSRPOLICY_20230210052849.pdf
The CSR projects undertaken by the Company are in accordance with
Schedule VII of the Companies Act, 2013 which is given in Annexure I.
The total CSR expenditure incurred by the Company during the year of '
81.73 Lakhs was in compliance with the statutory requirement of 2% of the average profit
for the last three years amounting to ' 80.88 Lakhs (after set off of ' 12.02 Lakhs being
expenditure incurred in last year over and above the mandatory limit available for set
off). The Annual Report on CSR activities is annexed herewith as Annexure I. The
Company shall carry forward the excess amount of CSR spent amounting to ' 0.84 Lakhs to
next year towards CSR expenses as per the provisions of the Companies Act, 2013.
SECRETARIAL STANDARDS
The 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.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the
financial year 2023-24.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
Neither an application was made by the Company nor any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 during the year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY?S OPERATIONS IN
FUTURE
There were no significant material orders passed by the
Regulators/Courts/Tribunals which would impact the going concern status
of the Company and its future operations.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS Not applicable.
SUSTAINABILITY
Contributing to sustainable development has always been the core ethos
of all the operations and business decisions of your Company and is an important element
of the overall corporate strategy. We stand committed to the path of Profitable,
Sustainable and Socially Responsible Growth, keeping the interests of all our Stakeholders
as our focus. We aim to grow and achieve higher returns even as we ensure an increased
positive impact on the environment and the society at large while rededicating ourselves
to the environmental, social and governance aspects. Simultaneously, we encourage
involvement from all Stakeholders and ensure that our sustainable policies are well
communicated, implemented, monitored and reviewed regularly.
We are and will continue to be increasingly focused on sustainable and
socially responsible corporate behavior in everything we do. Our approach mainly centers
around the following pillars:-
- Environmental Sustainability
Focus Area - Reduction in consumption of water, solid waste, power,
fuel and plastic.
- People Sustainability
Focus Area - Employees' safety, health, development, engagement,
rewards and recognition.
- Social Sustainability
Focus Area - Corporate Social Responsibility (CSR): education,
training, health, women, sports, agriculture and waste management.
- Economic sustainability
Focus Area: Cost reduction, supply chain efficiency and growth
initiatives.
Our goal is to set an example for the Gelatin Industry in India in
particular and industry in general for World- class sustainability practices. The raw
material sources for Gelatin and Collagen Peptide are the byproducts from the meat and
farmed fish processing industries, which are generally considered as well managed, natural
and renewable resources. Collagen and its derived products are pure proteins made from
natural raw materials and contain neither preservatives nor other additives. They are thus
natural and healthy food with a clean label that optimally meet consumer needs in terms of
application and sustainability. As such,
Gelatin can be considered as a product with a positive impact on
overall sustainability since it is part of the circular economy of the Meat Industry.
Sustainable development is an integral part of our business strategy
and we ensure that it is built into our complete business cycle through product
development, new markets, capital projects, operational management and ultimately product
end-use. Health and safety, social and governance issues are built into all stages of the
asset life cycle, which help in serving our customers and all Stakeholders over a longer
term, wherever they are across the world.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
In accordance with the SEBI (LODR) Regulations, the Company's policy on
materiality of Subsidiaries specifying the criteria for determining the Material
Subsidiaries is available in the Company website www.gelatin.in. As per such criteria, the
Company's Subsidiary - Bamni Proteins Limited is a Material Subsidiary as on 01st April,
2023.
SUBSIDIARY COMPANY BAMNI PROTEINS LIMITED
The annual production during the year in the Subsidiary Company was
2277 MT of Ossein and 5129 MT of Di-Calcium Phosphate as against 2703 MT of Ossein and
6103 MT of Di-Calcium Phosphate during the previous year.
The Maharashtra Pollution Control Board (MPCB) vide their letter dt.
13.03.2024 have ordered stoppage of the factory operations with immediate effect. Based on
a complaint filed by an NGO that the operation of the Company is causing pollution to the
surrounding areas, the PCB officials had taken samples from the bed of a small canal
adjacent to the Company and sludge samples from the canal embankment and observed that the
quality of water was outside the limit prescribed in the PCB consent conditions. The
Company has explained in their reply to their notice regarding the treatment system, the
capital expenditure invested since the acquisition of the Company and its compliance with
the land discharge conditions as laid down by the MPCB in the Consent letter.
The Company stopped CB charging with effect from 14th March 2024 and
completed recovery of the Work In Progress (WIP) material based on an application for the
same with MPCB. Subsequently, the inventory of materials was shifted to other
manufacturing locations and plant cleaning, equipment maintenance and preservation is
currently going on in the factory. Contract workers were discontinued from service, all
workmen were ordered to work in day shift and factory security has been strengthened.
Company's request for laying a pipeline to the nearest Vardha River to discharge the
treated effluent has also been turned down by the Maharashtra Pollution
Control Board clarifying that the Board is not granting permission for
discharge of treated industrial effluent into water body as a precautionary principle. The
Company is now evaluating evaporation and drying of Calcium Chloride with zero liquid
discharge. A cost effective solution has to be found out along with a value yielding
application for Calcium Chloride to make the operations viable.
Action Plan by the Management for restarting the operations
The Company is currently evaluating the various options for restarting
the operations on a sustainable basis and the associated capital expenditure.
Proposed interim arrangement
In view of the near term uncertainty regarding Bamni's operations, it
is proposed to permanently close the factory with retrenchment of employees as per
applicable regulations. Some of the employees can be redeployed to other locations of the
Company based on requirements. Once operations restart, preference will be given to
retrenched staff for employment.
Liquidity assessment
The Company's financials are strong enough for meeting the current
obligations including working capital borrowings from banks. There is no concern in
respect of liquidity for meeting the short term obligations. The surplus cash available
with the Company will enable it to meet most of the capital commitments that might arise
as detailed above.
Impact on NGIL?s supply chain and proposed action plan
In view of these sudden developments, the Company has redrawn the plan
for FY 2024-25 with minimal impact on supply chain by increasing the production levels at
Ossein Division and Reva Division (to the extent capacity is available) and hiking hide
Gelatin production.
In accordance with Section 129(3) of the Companies Act, 2013,
consolidated financial statements of the Company and its Subsidiary Company have been
prepared, which is forming part of the Annual Report.
In view of the significant uncertainty regarding resumption of
operations of the unit, the Company has prepared the financial statements on a basis other
than going concern basis with attendant accounting principles thereto.
The operation of this Subsidiary for the year under review has resulted
in a pre- tax profit of ' 1,307.42 Lakhs (? 2,634.07 Lakhs in the previous year), post-tax
profit of ' 830.57 Lakhs (? 2,033.29 Lakhs in the previous year) and other comprehensive
loss of ' Nil (loss of ' 4.92 Lakhs) during the previous financial year.
The statement containing the salient features of the financial
statement of the Subsidiary under first proviso to Sub-Section (3) of Section 129 of the
Act in Form AOC I is attached as Annexure II.
In accordance with fourth proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company containing therein its standalone and
consolidated financial statements has been uploaded on the website of the Company,
www.gelatin.in. Further as per the fourth proviso of the said section, the annual accounts
of the Subsidiary Company and the related detailed information have also been uploaded on
the website of the Company, www.gelatin.in.
Annual accounts of the Subsidiary Company and related detailed
information shall be made available to the Shareholders of the Company and Subsidiary
Company seeking such information at any point of time. The annual accounts of the
Subsidiary Company shall also be made available for inspection by any Shareholder at the
Registered Office of the Company and the Subsidiary Company. Hard copy of details of
accounts of Subsidiary shall be furnished to any Shareholder on demand. Further, pursuant
to Indian Accounting Standard IND AS 110 issued by the Institute of Chartered Accountants
of India, consolidated financial statements presented by the Company include the financial
information of its Subsidiary.
COMMENT ON STATUTORY AUDITORS? REPORT
I. In relation to the Independent Auditors' Report on the Internal
Financial Controls with reference to financial statements on the consolidated financial
statements for the year ended 31.03.2024 vide para 3 of their audit report it is reported
that
a. On the lack of sufficient appropriate audit evidence with respect to
the assessment of the Property, Plant and Equipment - of Subsidiary Company, Bamni
Proteins Limited - the Company has disclosed ' 774.82 Lakhs as the value of Property,
Plant and Equipment based on its historical costs as adjusted to accumulated depreciation.
The Company has got the value of the land valued by an independent registered valuer who
have determined the value at ' 1485.40 Lakhs.
b. On the comprehensive assessment of potential impact of
non-compliance with applicable pollution control norms and conditions under various
relevant laws and regulations of the said Company
- the Company has assessed the potential impact of non-compliances, if
any, under various laws and regulations including environment laws and labour laws as
applicable and potential impact has been assessed and provided for in the financial
statements.
II. On the Independent Auditors observation regarding the adequacy of
maintenance of books of accounts vide para 17 (h)(vi) of their report on standalone
financial statements, in terms of exceptions for enabling audit trail feature in the
SAP/Zoho software application of the company, it is stated that:-
The SAP application will never allow direct Database (DB)
access/changes to any of its databases. All the DB access or Database table access will be
established through the SAP application only.
ZOHO books is used by customers across the globe. Zoho Books maintains
a log of every change made to a record in the application, such as a contract, sales or
purchase transaction, invoice or bill, journal, or even a setting. Along with the nature
of the change, it also saves the timestamp and the details of the user who performed the
action. The audit trail in Zoho Books provides details on the 4 Ws: when, where, what, and
who. When - The date and time an action was performed. Where - The module under which the
action was performed. This can be Invoices, Bills, Bank Feeds, Expenses, or any other
module under Zoho Books. What - A description of the action that was performed, such as
creating an invoice, editing line items on the invoice, or updating the contents of a
bill. Who - The user who performed the action. If a record is changed multiple times, the
audit trail shows every version that has been created, not just the most recent. The user
can compare multiple versions and track specific data that has been added, removed, or
modified. The management has tested the audit trail feature available in ZOHO and found to
be satisfactory and are yet to receive the Independent Service Auditors Assurance Report.
The company has started using ZOHO books from March 2024 only with exposure to a very
limited extent.
SECRETARIAL AUDITORS? REPORT - EXPLANATION TO OBSERVATIONS OF
AUDIT
As prescribed under Section 204(1) of the Act, the Company has received
the Secretarial Audit Report. The observations made therein and the corresponding
explanations are given below:
| Sl. No. Observations |
Management Reply |
| 1 During audit, it is found that the Hon'ble Additional Chief
Judicial Magistrate and Judge (CD), Labour Court, Bharuch, Gujarat has convicted the
Company and Managing Director under the Minimum Wages Act,1948 and the Minimum Wages
(Gujarat) Rules,1961 vide its order dated 09.12.2023 in two separate cases CC No.537/2023
and CC No. 538/2023 and levied a penalty of ' 12,000/- and ' 4000/- respectively for not
complying with Rule 26(d), Rule 26(2), Rule 26(b)(1) and Rule 22 of the Minimum Wages
(Gujarat) Rules,1961 r/w Section 18 of the Minimum Wages Act,1948 for Reva Division. The
Board of Directors is advised to ensure compliance with respect to the provisions of the
Minimum Wages Act,1948 and the Minimum Wages (Gujarat) Rules,1961 for its Reva Division at
all times to avoid conviction and imposition of penalties in this regard in future
including strengthening the systems and processes to monitor and comply with the labour
laws with regard to Reva Division. Further, the disclosure for the same under Regulation
30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 to BSE Ltd
was made with delay of 81 days. The Board of Directors is advised to ensure the timely
reporting to BSE Ltd in future. |
Minimum Wages Act,1948 and The Minimum Wages (Gujarat)
Rules,1961 for the Reva Division have been complied with; However all the required records
could not be produced on time, since the mail communication in this regard from the Labour
department was not acted upon due to oversight. |
|
The Company was of the bonafide opinion that the amount paid
was a fee as advised by the lawyer. Subsequently, a Court Order was received, on
examination of which only, it was known that the amount was a penalty. The Company was
duly maintaining all the records and was of the opinion that the charges will be dropped. |
COLLABORATORS
The Collaborators of your Company continue to be the relentless source
of support and guidance for the Company in each of its key initiatives. Their patronage in
areas of financial support, product development, marketing, quality improvement and
training of personnel has contributed significantly to the growth of the Company. Nitta
Gelatin Inc., Japan has provided guidance and considerable financial support for the
scheme of revival of its Reva Division. Kerala State Industrial Development Corporation
Ltd., the other Promoter is equally supportive for development of your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information as required under Section 134(3) (m) of the Companies
Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure
III.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure
IV to this report.
INTERNAL CONTROL SYSTEM
ADEQUACY OF INTERNAL CONTROL SYSTEMS
The internal control systems operate through well documented Standard
Operating Procedures, policies and process guidelines. These are designed to ensure that
transactions are conducted and authorized within defined authority limit commensurate with
the level of responsibility for each functional area. The Company's accounting and
reporting guidelines ensure that the transactions are recorded and reported in conformity
with the Generally Accepted Accounting Principles.
The Company has engaged a professional firm of Accountants with long
years of experience to carry out the internal audit function. The Company has not placed
any limitation on the scope and authority of the internal audit function. The internal
audit function evaluates the efficacy and adequacy of internal control systems, its
compliance with operating systems and policies of the Company and accounting procedures at
all locations of the Company. To maintain its objectivity, effectiveness and independence,
internal audit is being carried out on a quarterly basis and reports thereon, along with
the remarks of the process owners on each of the observations of audit are placed before
the Audit Committee of the Board.
In addition, Concurrent Auditors have been appointed and for the
current year have reviewed and reported on the procedures and process followed relating to
procurement of Crushed Bone, Hydrated Lime, Firewood & Coal at Ossein Division &
Reva Division, which were identified to be high risk areas which can potentially cause
financial loss to the Company. Concurrent Auditors are reviewing the transactional details
relating to procurement, storage and consumption relating to the above materials and
reporting to the management for review and corrective actions. The corrective actions
suggested by the Concurrent Auditors are implemented in a timely manner for arresting
value leaks and for enabling overall strengthening of the internal control procedures
prevailing in the organization.
The Audit Committee reviews each of the Internal Audit reports as a
separate item of agenda along with the internal/statutory auditors and the management
representatives wherein the Committee gives its advice/ suggestions on the audit points.
Based on the report of the internal audit as well as the observations of the Audit
Committee, the process owners in the Company undertake requisite corrective action in
their respective areas thereby further strengthening the control systems. Action Taken
Reports are also reviewed by the Audit Committee for each actionable item. The minutes of
the Audit Committee are reviewed by the Board of Directors.
INTERNAL CONTROLS OF FINANCIAL REPORTING
The Company has in place adequate financial controls commensurate with
the size, scale and complexity of its operations. During the year, such controls were
tested by the management and no reportable material weakness in the design or operations
was observed. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information.
The Company has adopted accounting policies which are in line with the
Accounting Standards and the Companies Act and with the Generally Accepted Accounting
Principles in India. Changes in policies, if required, are made in consultation with the
auditors and are approved by the Audit Committee.
The Board is of the view that appropriate procedures and controls are
operating effectively and monitoring systems are in place.
RISK MANAGEMENT
The Board of Directors of the Company has entrusted the management of
the Company to evaluate and manage various risks faced by the Company and appropriately
apprise the Board/Audit Committee periodically.
Accordingly, the management has constituted a Risk Management
Sub-Committee comprising of Senior Management Personnel to develop and implement a Risk
Management system including identification therein of elements of risks which in the
opinion of the Board may impact the operations of the Company. The Board of Directors
reviews the evaluation of risks and the mitigation measures taken by the Company in
managing such risks to sustain the operations of the Company for the foreseeable future.
Some of the key risk areas identified for mitigation and corrective action include:
• Crushed Bone availability and its cost trend.
• Impact of the high cost of Crushed Bone on the cost of
production and therefore the competitiveness of the end products.
• safety and security policies of the Company.
• Project management related risks.
• Emerging substitutes for Gelatin.
• Financial fidelity risks.
• Cyber security risks.
• Significant litigation against the Company having material
financial impact.
• Moves of competitors.
• Water scarcity for operational requirements.
• Emergence of alternate substitutes for the products of the
Company.
• adverse forex rate fluctuations.
• Losing pricing premium commanded by the Company due to emergence
of alternate Halal certifications.
• Sludge disposal.
• Potential loss of fish CPT business in India due to non-
availability of raw material within India.
• Fraud Risk Assessment Study.
In view of the recent frauds reported in some of the critical areas of
its operations, the Company has appointed M/s. Protiviti Consulting, Bangalore who are a
prominent fraud risk assessment agency having extensive experience in conducting similar
studies across the Country for doing an independent study of the systems and processes
prevailing in the Company and report on fraud risk possibilities/ indicators. They have
had extensive discussion with the functional heads of the Company at its various units and
have submitted a detailed fraud risk register/fraud risk indicators to the Company. The
Company is now evaluating the fraud risk parameters identified by the said consulting
agency and is in the process of finalizing corrective actions to mitigate the probable
risk involved in the relative processes with the corrective actions in place, it is
expected that the Company could ward off any such risks.
MATERIAL POST BALANCE SHEET EVENTS
There are no material post balance sheet events which require
adjustments in accounts as per the provisions of the accounting standards.
APPLICABILITY OF COST AUDIT REQUIREMENTS
As per the Company's (Cost Records and Audit) Rules 2014, the
Company's products are not covered under Cost Audit and the Company maintains the relevant
cost records for the products for which the maintenance of cost records is required as per
the above Rules.
PROCESS REVIEW/FORENSIC INVESTIGATION
As already reported during the last year, regarding a forensic
investigation on the basis of an alleged wrong doing by one of our employees at Ossein
Division, the Company has suspended the said employee from the services of the Company and
has further strengthened the internal control procedures relating to weighment of Crushed
Bone in terms of an automated weigh bridge with no manual operations and integration with
SAP without any manual intervention for weighment related data. The police investigation
is currently on for recovery of the amount from the employee concerned. Company continues
to enhance its surveillance procedures including installation of CC TV cameras in relevant
critical areas to enable avoidance of any potential wrong doing in future.
In view of the fraud reported on CB procurements in FY 2022-23, the
Company has appointed a reputed Fraud Risk consulting organization to review the systems
and processes existing in the Company in its various critical function areas. The said
organization has reviewed the processes and procedures and has held extensive discussions
with the department/functional heads and has submitted a detailed report consisting of
potential fraud risk register and early warning signals for key risk indicators in various
functional areas. The management is in the process of reviewing the systems and processes
relating to items identified as fraud risk areas by the consulting organization and to
suggest counter measures to be implemented to avoid any fraud that could potentially occur
in the process areas. This shall be completed during the course of the current financial
year.
RESPONSIBILITY STATEMENT OF DIRECTORS
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the following statements
in respect of the Company in terms of Section 134 of the Companies Act, 2013:
a) that in the preparation of the annual accounts for the year ended
31st March, 2024, the applicable Indian Accounting Standards have been followed along with
proper explanation relating to material departures, if any;
b) that they had selected such accounting policies as mentioned in Note
No.2 of the notes to the Financial Statements 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 of the profit of the
Company for the year ended on that date;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that they had prepared the annual accounts on a going concern basis;
e) that proper internal financial controls laid down by the Directors
were followed by the Company and such internal financial controls are adequate and were
operating effectively; and
f) that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions which
is in line with the relevant provisions of the Companies Act as well as SEBI (LODR)
Regulations. The said policy as approved by the Board is available in the Company website
www.Gelatin.in. As per the said policy, prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for all the Related Party Transactions which
are of a foreseen and repetitive nature. All Related Party Transactions that have taken
place actually are subsequently reviewed by the Audit Committee on a quarterly basis in
comparison with the conditions of omnibus approval and are recommended to the Board for
approval. Additionally, material Related Party Transactions foreseen in the year ahead
were approved by the members. Particulars of contracts of arrangements with Related
Parties referred to in sub section 1 of Section 188 read with Rule 8(2) of the (Companies
Accounts) Rules, 2014 are attached in Form No. AOC 2 as Annexure V.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under SEBI (LODR) Regulations is presented in a separate section forming part
of this Annual Report.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements
under the Companies Act, 2013 and as stipulated under the SEBI (LODR) Regulations. A
separate section on corporate governance under the Regulation, along with a certificate
from the Secretarial Auditors confirming the compliance, is annexed and forms part of the
Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance
with the provisions of Schedule III of the Companies Act, 2013 and Indian Accounting
Standards IND AS 110 and other applicable Accounting Standards issued by the Institute of
Chartered Accountants of India and the provisions of the SEBI (LODR) Regulations 2015 and
form part of the Annual Report.
DIRECTORS
Mr. Sajiv K. Menon was appointed as the Managing Director of the
Company on 01.06.2023 in place of Mr. Philip Chacko M who resigned from his office on
31.05.2023.
Mrs. Shirley Thomas was appointed as an Independent Director on
08.05.2023. The Board is of the opinion that Mrs. Shirley Thomas possess integrity,
relevant expertise and experience which will benefit the Company in the long run.
Mr. Yoichiro Sakuma resigned from the post of Independent Director on
30.09.2023 and Mrs. Radha Unni ceased to hold the office of Independent Director on
03.12.2023 upon attaining 75 years.
Dr. Shinya Takahashi was reappointed as Whole Time Director designated
as Director (Technical) for a period of one year with effect from 07.05.2023 which was
approved by the shareholders at the Annual General Meeting held on 4th August, 2023. His
term ended on 07.05.2024.
The Board of Directors had constituted a Nomination and Remuneration
Committee (NRC)which was reconstituted with effect from 10.11.2023 with the following
members:
1. Mr. E. Nandakumar (Chairman)
2. Prof. (Dr). M. K. Chandrasekharan Nair
3. Mrs. Shirley Thomas
There were no instances where the Board had not accepted any
recommendation of the Committee.
The terms of reference of the NRC are as follows:
1. The NRC shall identify persons who are qualified to become Directors
and who may be appointed in senior management in accordance with the criteria laid down,
recommend to the Board their appointment and removal and shall carry out evaluation of
every Director's performance.
2. The NRC formulates the criteria for determining qualifications,
positive attributes and independence of a Director for recommending to the Board and also
a policy relating to the remuneration for the Directors, Key Managerial Personnel and
senior management personnel meaning thereby employees of the Company who are members of
core management excluding Board of Directors. This would comprise all members of
management one level below the Executive Directors, including all functional heads.
3. The NRC formulates the Remuneration policy to ensure that the level
and composition of remuneration is reasonable and sufficient to attract, retain and
motivate personnel as are herein referred at (2) above of the quality required to run the
Company successfully; relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and remuneration to Whole-time Directors, Key
Managerial Personnel and senior management involves a balance between fixed and variable
pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals.
The policy has been disseminated in the Company website -
https://Gelatin.in/uploads/homecontent/ NOMINATION%20AND%20REMUNERATIOJN%20
POLICY_20221128064418.pdf
AUDIT COMMITTEE
The Company has an Audit Committee which was reconstituted on
10.11.2023 and consisting of the following members:
1. Mr. V. Ranganathan (Chairman)
2. Mrs. Shirley Thomas
3. Mr. E. Nandakumar
There were no instances where the Board had not accepted any
recommendation of the Committee.
INDEPENDENT DIRECTORS
Independent Directors of the Company have given a declaration that they
conform to the criteria prescribed for an Independent Director as mandated by the relevant
regulatory prescription viz, Section 149(7) of the Companies Act and Regulation 16 of the
SEBI (lOdR) Regulations, 2015.
KEY MANAGERIAL PERSONNEL
Rule 8(5) (iii) of Companies (Accounts) Rules, 2014 prescribes that
Report of Directors should contain details of Directors and Key Managerial Personnel.
Therefore, in addition to the details of Directors elsewhere, it is brought to the notice
of shareholders that Mr. P. Sahasranaman continues as Chief Financial Officer (CFO) and
Mr. Vinod Mohan continues as Company Secretary.
BOARD EVALUATION
The Companies Amendment Act, 2015 prescribes that there shall be a
meeting of Independent Directors during each of the financial years. Accordingly, the
Independent Directors who met on 14.12.2023, evaluated the performance of the Directors
other than themselves which is followed by an evaluation made by the Board in the presence
of the Chairman, at its Meeting held on that date. The evaluation found each of the
Directors to have requisite qualification, expertise and track record for performance of
their duties as envisaged by law.
MEETINGS
The Board of Directors met 5 (Five) times during the financial year
2023-24 on 08.05.2023, 29.05.2023, 04.08.2023, 10.11.2023, and 08.02.2024. The details of
the Board meetings and the attendance of the Directors are provided in the Corporate
Governance Report. The intervening time gap between the two consecutive meetings was
within the period prescribed under the Companies Act, 2013.
VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and
employees to report genuine concerns, while providing for adequate safeguards against
victimization, providing direct access to the Chairperson of Audit Committee, the details
regarding which have also been given in the Company's official website.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every individual working and associating with the Company, through
various interventions and practices. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual harassment. A
four member Internal Complaints Committee (ICC) is constituted with three lady employees
and one lady NGO member. ICC is responsible for redressal of complaints relating to sexual
harassment, as envisaged under the provisions of Act and Rules. Hitherto, no complaints
were received by ICC.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees who have access to unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code.
STATUTORY AUDITORS
M/s. Walker Chandiok & Co. LLP (WCC LLP) Chartered Accountants
(Firm Registration No. 001076N / N500013) who were appointed as Statutory Auditors of the
Company for a 5 year term at the Annual General Meeting held in the year 2017 were
re-appointed by the Board of Directors at their meeting held on 07.02.2022 on the basis of
recommendation of the Audit Committee and shall hold office from the conclusion of the
46th Annual General Meeting till the conclusion of the 51st Annual General Meeting of the
Company to be held for the Financial Year ended March 31,2027.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Abhilash Nediyalil Abraham, (CP No. 14524, M. No. F10876),
Company Secretary-in- practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as Annexure VI.
ANNUAL RETURN
The Company has a website https://www.gelatin.in where the annual
return of the Company will be published complying with the provisions of Section 134 (3)
(a) of the Companies Act, 2013.
ACKNOWLEDGEMENT
Your Directors are thankful to the esteemed Shareholders for their
continued patronage and the confidence reposed on the Company and its management. Your
Directors place on record its sincere appreciation for the support and assistance extended
by the State Government and the Kerala State Industrial Development Corporation Ltd. The
Board takes this opportunity to extend their whole hearted gratitude to M/s. Nitta Gelatin
Inc., Japan, for their timely and valuable guidance and inspiration. Your Board places on
record its sincere appreciation for the significant contributions made by employees across
the Company through their dedication and commitment during the year. On this occasion,
your Board thanks all the customers, suppliers, bankers and other associates for their
co-operation.
|
Sd/- |
|
APM MOHAMMED HANISH IAS |
| Kochi |
CHAIRMAN |
| 10.05.2024 |
DIN: 02504842 |
|