AFFLUENCE

REPORT OF THE DIRECTORS

Your Directors submit herewith their 10th Annual Report together with the Audited Accounts statements for the financial year ended 31st March 2019.

1. FINANCIAL RESULTS: 

2. OPERATIONAL PERFORMANCE:           

There is a quantum jump in the turnover of the company, a growth of around 76.80 %. The net surplus of the company increased to Rs. 454,612,738/- from the previous year. The Company is working on future growth prospects and expansion plans in new areas of business so that the Company can gain an extra market in the industry.

3. DIVIDEND:

Considering the present financial condition & current market situation the Board of the Company declared dividend @50 % for FY 18-19.

That it every equity shares of face value of Rs.l0/will receive Rs.5 as Dividend.

4. INSURANCE:

All the assets of your Company including plant & machinery, equipment, building, vehicle etc. are adequately insured.

5. MANAGEMENT DISCUSSIONS AND ANALYSIS:

A. Business Operations & Outlook:

Your Company’s performance in the financial year 2018-19 has been good considering difficult economic conditions and taxation process in the country. Despite such challenges your Company maintained its market. The demand for your Company products is steady in both domestic and international markets. This has been possible due to focused on customers, product innovation, greater effectiveness & efficiency everywhere & strengthening organizational leadership. During the year the Company has managed to curtail its expenses and achieve net profit after tax amount to Rs. 454,612,738/- in the current year.

There has been a significant increase in sale of products for export and to the Export Oriented Units in India. This speaks for the quality of products, which are to world standards. Your company considers Export and sales to Export Oriented Units as a key thrust area as it involves direct competition against international makers.

B. R&D Recognition:

Your Company’s two R&D In-House Units located at Mumbai & Silvassa have been recognized by the Department of Scientific & Industrial Research, Ministry of Science & technology, Govt. of India.

6.  PUBLIC DEPOSITS:

During the period under review the Company did not accept deposits in terms of Section 73 of the Companies Act, 2013.

7. DIRECTORS:

The Board consists of 6 Directors namely, Mr. Sunil Chari, Mr. Edward Menezes, Mrs. Jyotishna Chari, Mrs. Anita Menezes, Mr. Goutam Bhattacharya and Mrs. Meher Bruno Castelino.

Mrs. Anita Menezes, retire by rotation and eligible offers herself for appointment.

8.  BOARD MEETINGS:

The Board met eleven times during the financial year 2018-19 on 02nd April, 2018, 07th May 2018, 11th May 2018, 22nd May, 2018, 04th June, 2018, 04th July, 2018, 09th July, 2018, 29th August, 2018, 07th September, 2018, 06th December, 2018 and 13th March, 2019.

Also passed three circulars dated 19th September 2018, 17th November 2018 and 25th February, 2019 during FY 2018-19.

Details for each Director of the Company and their shareholdings and Attendance at the meetings for the period ended on 31st March, 2019 are as follows: 

9. AUDITORS APPOINTMENT AND AUDITORS’ REPORT:

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed at the previous AGM of the Company, as Statutory Auditors of the Company for a period of 5 years starting with the financial year 2018-19 to the financial year 2022-23 to hold the office of auditor till the conclusion Of Annual General Meeting of the company for the financial year 2022-23.

The Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

10. SECRETARIAL AUDIT:

The Company had appointed M/s. Roy Jacob & Co., Company Secretaries in practice as Secretarial Auditors of the Company and their Secretarial Audit report is attached herewith as Annexure A and form part of Directors Report.

11.  DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, it is hereby confirmed that.

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) 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.

12.   RESEARCH AND DEVELOPMENT (R&D):

a) Specific areas in which R & D carried out by the Company -

Up gradation of few of the microbial strains to get better yield and better application effects. Optimization of SMF conditions for cellulose enzymes. This resulted in better product and applicability. Developed and provided various formulations for Animal Health & nutrition export market. New products and process was developed for paper industries.

New mutants of our existing collection of microbial cultures were screened for new enzymes and improved efficiency.

b) Benefits derived as a result of the above R & D -

New products were developed and introduced in the market which resulted in increase in the sales. Improved version of enzymes gave better effect and good applicability in small does. The improvement in the quality gave sustained leadership in the market.

c)            Expenditure on R & D –

** This is a cumulative figure of Capital Expenditure incurred till year end.

     Total R & D expenditure for the year as a percentage of total turnover = 1.35 %

(II) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts, in brief, towards Technology Absorption, adaptation and Innovation:

Efforts made towards Technology Absorption, adaption and innovation

Development of techniques for enzymes cellules and pectinase with better applicability and yield. New technologies were adapted for the development of niche products for animal health care and we have applied for a Trademark related to our animal health care products. Technical personnel got trained for the latest trends in the biotechnological field to gear up for further research.  One patent writing is underway.

13. FOREIGN EXCHANGE EARNING AND OUTGO:

ISO Certification:

Company’s Silvassa Plant is certified for ISO 9001: 2015 and 14001: 2015 standards.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Company has not given loan or provided any guarantees and does not make any investment during the year under consideration.

15. RELATED PARTY TRANSACTION UNDER SUB-SECTION (1) OF SECTION 188:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Related Party Transactions have been attached as Annexure B to the Director’s report.

16. Material changes and commitments, if any, 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 the report:

There are no material changes and commitments noticed by the Board between the end of the financial year of the company, i.e., 31.03.2019 and the date of the report.

17.  PARTICULARS OF EMPLOYEES:

Details of Employees covered by the provisions of rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

No employee is drawing salary in excess of the limits specified under the above said Rule.

18.  ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance during the year.

On Behalf of the Board of Directors

 For ROSSARI BIOTECH LIMITED,

Edward Menezes             Sunil Chari

Managing Director           Whole Time Director

DIN: 00149205   DIN: 00149083

Place: Mumbai

Dated: 30th August, 2019                                                            

Efforts made towards Technology Absorption, adaption and innovation Development of techniques for enzymes cellules and pectinase with better applicability and yield. New technologies were adapted for the development of niche products for animal health care and we have applied for a Trademark related to our animal health care products. Technical personnel got trained for the latest trends in the biotechnological field to gear up for further research. One patent writing is underway.

Total foreign exchange earned: Rs. FOB Value of Exports Sale : 709,046,644 Total inflow 709,046,644 Total foreign exchange outgo: CIF Value of imported components 867,268,202 Travelling Expenses, Membership / Subscription & Others 32,315,119 Total outflow 899,583,321

11. DIRECTORS’ RESPONSIBILITY STATEMENT : Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, it is hereby confirmed that. (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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 the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors have prepared the annual accounts on a going concern basis; and, (e) 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.