To,
The Members
Lasa Supergenerics Limited
Dear Members,
The Directors are pleased to present you the Business Performance along with the
audited financial March, 2023.
Financial Highlights:
Particular |
Amount ( Rs In Lakhs) |
|
March 31, 2023 |
March 31, 2022 |
Income from operations |
12956.78 |
13712.67 |
Other Income |
180.46 |
27.47 |
Total Income |
13137.24 |
13740.14 |
Expenditure |
13616.13 |
12112.91 |
Profit/ (Loss) before Depreciation, Interest and Tax |
(478.89) |
1627.23 |
Less: Depreciation |
1341.90 |
1451.09 |
Profit/ (loss) before Interest and Tax |
(1820.79) |
176.14 |
Less: financial Charges |
416.06 |
4.03 |
Profit/ (Loss) Before Exceptional Items, Extraordinary Items &
Tax |
(2236.85) |
172.11 |
Less: Exceptional Items |
1989.66 |
786.02 |
Add Excess Depreciation due to change in - Depreciation - |
- |
- |
Less: (Excess)/ Short Tax Provision |
4.33 |
61.99 |
Less: Provision for Taxation |
- |
2.77 |
Add : Deferred Tax Income / (Expenditure) |
(368.77) |
(145.54) |
Profit / (Loss) AfterTax |
(3862.07) |
(533.13) |
Add: Prior Period Income /(Expenditure) (Net) |
- |
- |
Add: Other Comprehensive Income |
3.91 |
6.10 |
Profit / (Loss) for the Year |
(3858.15) |
(527.03) |
classification.
Note:FiguresofPreviousyearhavebeenregrouped/reclassifiedwherevernecessary,toconfirm
RESULTS OF OPERATIONS
The total revenue from operations for the year ended March 31, 2023 was Rs 12956.78
Lakhs as compared to Rs 13,712.67 Lakhs, for the year under review. Your Company has
reported Earnings before Interest, Depreciation and Tax of Rs(478.89) Lakhs, compared to
Rs 1627.23 Lakhs in the previous year.
AMOUNT TO BE CARRIED TO RESERVE:
The Company has not transferred any amount to the reserves during the period under
review.
FINANCIAL LIQUIDITY
As at March 31, 2023, your company had liquid assets of Rs239.02 Lakhs as against Rs
1721.66 Lakhs at the previous year end.
Your company maintains sufficient cash reserves to meet its operations and strategic
objectives
DEPOSITS:
During the year, the company has not accepted any deposits from public within the
purview of Section Act read with companies (Acceptance of Deposits) Rules, 2014 and, as
such, no amount of principal or interest was outstanding as of the Balance Sheet date. The
company has no deposit which is not in compliance with the provisions of chapter V of the
Act and as the Companies (Acceptance of Deposit) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
U/S 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act and Schedule of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 (hereinafter referred to as "SEBI Listing .Regulations,2015")
have been provided in the notes to the
Financial Statements forming a part of this annual report.
MATERIAL CHANGES AND COMMITMENT
Approval of Scheme of Amalgamation by Hon'ble
NCLT.
The Scheme of Amalgamation of Harishree Aromatics and Chemicals Private Limited
(Transferor Company) with Lasa Supergenerics Ltd (Transferee Company) and their Respective
Shareholders was approved by Hon'ble December 23, 2022National which is effective from
January 04, 2023.
Share Capital of the Company of HarishreePursuant The Scheme of Amalgamation
Aromatics and Chemicals Company) with Lasa Supergenerics Ltd (Transferee Company) and
their Respective Shareholders which was approved by Hon'ble National Company December 23,
2022 which is effective from January 04, 2023, Authorized Share Capital of the Company
stood at Rs1003300000 whereas paid up capital of the company increased to Rs501012390
Section
Code, 2016 filed by Bank of Baroda. in their respective fields of technical,
Petition under Section Code, 2016 alleging default in payment amounting toRs
26,79,46,546.25 (Twenty Six crore Seventy nine lakhs forty six thousand five hundred and
forty-six rupees and twenty five paisa) (Including alleged interest and penalties) and
seeking initiation of Corporate Resolution filed pending for arguments for admission.
Change in Corporate Office: and
The Corporate office of the company where books of accounts shall be maintained is
shifted to the Registered
Parshuram Industrial Area, Tal-Khed, Ratnagiri, MH-415722.
RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered during the Financial Year under review
were on an arm's length basis, in the ordinary course of business and are in compliance
with the applicable provisions of the Companies Act, 2013 materially and the Listing
Regulations. significant Related Party Transactions made by the Company during the year
that required shareholders' approval under
Regulation 23 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation
. 2015 All related party transactions wereplacedbeforetheAudit resigned from the post of
Committee for their review audit committee is obtained for all Related Party Transactions.
Committ is obtained PrioromnibusapprovaloftheAudit for the transactions which are the
need for these cannot be foreseen in advance.
None of the transactions entered with Related Partiesfall Act. Detai under the scope of
Section ls of transactions with Related Parties
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are
given in Form AOC - 2 and forms part of this Annual Report.
STATE OF COMPANY'S AFFAIRS:
The Company is engaged in the business of manufacturing, chemicals, trading, producing,
processing, preparing, treating API, Pharmaceuticals, drugs, etc. there is no business of
the Company during thefinancialyear ended March 31, 2023.
SHARE CAPITAL:
Private Limited (Transferor The Authorised Share Capital of the Company is
Rs 1,00,33,00,000/- (Rupees One Hundred Crore and Thirty Three Lakhs only) divided into
10,03,30,000 Equity Shares Tribunal on of Rs 10/- each. The Paid up Share Capital of the
Company is Rs 50,10,12,390 (Fifty Crore Ten Lakh Twelve Thousand Three Hundred and Ninety)
divided into 5,01,01,239 (Five Crore, One Lakh, One Thousand, Two Hundred Thirty Nine) of
Rs 10/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
7 application of Insolvency and Bankruptcy
The Directors of your company are well experienced with finance,expertise 7 of
Insolvency and Bankruptcy strategic and operational None of the directors of your company
are disqualified under the provision of companies Act 2013. During the period under
review, no Non-Insolvencypecuniary relationship except as stated elsewhere in this Report
and in the notes to Process (CIRP) against the Company was the accounts.
The day-to-day operations of your Company by its Key Managerial Persons
("KMP") viz. the Managing Director,ExecutiveDirector,theChiefFinancialOfficer
the Company Secretary.
Mr. Shivanand Gajanan Hegde (DIN: 00185508) executive director of the company is
retiring by eligible, has offered himself for re-appointment at the ensuing Annual General
Meeting. As required under the provisions of Section 203 of the Act, Dr. Omkar Herlekar
(DIN 01587154), Chairman & Managing Director, Mr. Shivanand Hegde (DIN: 00185508)
Executive Director, Mr. Ravishankar Ramprasad Kabra, Chief Financial Officer Company
Secretary are the Key Managerial Personnel of your
Company as on the date of this Report.
*Mrs Mitti Jain (A33681) was appointed as Company Secretary and Compliance Officer Ms
Ankita Shetty(A65815) and approval.Priorapprovalof Secretary and Compliance Officer
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT repetitiveinnature or when DIRECTORS:
In compliance with the requirements of Regulation of the Listing Regulations, place a
Familiarization Programme for Independent Directo rs to familiarize them with the Company,
their roles, rights, responsibilities which the Company operates, business model etc. The
details of the Familiarization Programme conducted are available on the website of the
Company www.lasalabs.com
149 of the
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR:
During the year, the evaluation of the annual performance of individual directors
including the Chairman of the Company and Independent Directors, Board and Committees of
the and
Board was carried out under the provisions of the Act and relevant Rules and the
Corporate Governance requirements as prescribed under Regulation 17 of Listing
Regulations, 2015 and the circular issued by SEBI dated January 5, 2017 with respect to
Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved
the indicative criteria for the evaluation based on the SEBI Guidance Note on Board
Evaluation.
The Board's functioning was evaluated on various aspects, of the Board, functions of
the Board, degree of fulfillment of key responsibilities, establishment and delineation of
responsibilities processes, information the Board were assessed on the degree of
fulfillment of key responsibilities, effectiveness of Meetings.
The Directors were evaluated on aspects such as attendance, contribution at Board / /
support to the Management outside Board / Meetings.
The performance assessment of Non-Independent Directors,
Board as a whole and the Chairman were evaluated in separate meetings of Independent
Directors Nomination The same was also discussed in the meetings and Remuneration
Committee and the Board by the entire evaluation Board, excluding the Independent Director
being evaluated.
COMMITTEE COMPOSITION:
The details pertaining to composition of determined included in the Corporate
Governance Report, which forms a part of this Report Annexure II
HUMAN RESOURCES:
Our company recognizes that employees are the most valuable resource and endeavors
to enable its employees to meet business requirements while meeting their career
aspirations.The Human Resource agenda continues support the business in achieving
sustainable and responsible growth by building the right capabilities in the organization.
year policies continues to focus on progressive employee and building a high-performance
culture with a growth mind-set where employees are engaged, Our company has in place duly
approved PPM (Personnel Policy Manual) indicating roles and responsibilities of force in
the company.
DECLARATION BY AN INDEPENDENT DIRECTOR: the Company, nature of the industry in The
Company has received declarations from all Independent directors of the confirmingthat
they with the company (6) criteria of independence as prescribed under sub-section Act and
as per SEBI (Listing Obligations of Section and Disclosure Requirements) Regulations, 2015
Regulations, 2015").
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 6 (Six) times al year. The details of Board
Meetings financi duringthe attendance of the Director in the Board meeting are provided in
the Corporate Governance Report, which forms part of this Annual Report. For details of
meetings of the Board, please refer to the Corporate Governance Report, annexed as Annexure
II
POLICIES OF THE COMPANY
Following are the policies which are formulated by the company and also available on
the website of the company.
CSR Policy
Sexual Harassment Policy tovariousCommittees, effectiveness of Board and functioning.
The
Policy governing transactions with
Whistle Blower Policy adequacy of Committee composition and
Nomination & Remuneration Policy
Human Resource Policy Meetings and guidance Committee Code of conduct Policy
Policy Unpublished Price Sensitive Information
Overlay Succession policy .
Materiality Policy
RISK MANAGEMENT POLICY
. Performance
The Company has laid down the procedure to inform the Board about the risk assessment
and minimization procedures.
The Company does not fall under the ambit of top 1000 listed on the basis of market
capitalisation entities, are as at the end of the immediately preceding financial year.
Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm that: to In terms of provisions of Section134(3) (c) and
Section 134(5) of the Companies Act, the Board of Directors, to the best of their
knowledge and ability, in respect of the financial relations ended March 31, 2023, confirm
that: a) In the preparation of the annual accounts for the financial andefficient. year
2022-23, the applicable accounting standards had been followed along with proper
explanation relating to material departures; b) They 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 of the Company for that period; c) They had
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for other preventingand detecting d) They had prepared theannualaccountsfortheFinancial gy
and ensures safety.
Year ended March 31, 2023 on a going concern basis. e) They have laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively; f) They had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS.
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the company.
This policyalsolaysdowncriteriaforselectionand appointment of Board Members. The details
of this policy are explained in the corporate Governance Report. Annexure II.
CONSOLIDATED FINANCIAL STATEMENTS
Not applicable since your company does not have any subsidiary during the year under
review.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY
The Board Members has in place adequate internal financial controls with reference to
the Financial Statements. The
Audit Committee of the Board reviews the internal control systems including internal
financial adequacy of internal audit function audit findings with the management, Internal
Auditors and
Statutory Auditors.
EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is
available on the website of the Company at www.lasalabs.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company has formed the CSR committee in accordance with the provision of section
135 of the Act, details of which are provided in corporate governance report annexed
hereto and forming part of this report. The CSR Policy of your company as approved by the
Board of Directors and is posted on the website of the company www.lasalabs.com.
The CSR activities as required to be undertaken under Section 135 of the Act read with
the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of
the Company's CSR Policy, total amount to be spent under the CSR Policy for the financial
and the reason for the unspent amount, is annexed hereto in forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The provisions relating to energy conservation and technology absorption have been
adhered to the extent applicable to the Company. The Company makes all efforts towards the
conservation of The Particulars as prescribed under the Act read with rule 8(3) of the
Companies (Accounts ) Rules, 2014 relating to conservation of absorption is provided inAnnexure
I which forms the part of this report.
The details of foreign exchange earnings and outgo during the year under review are
provided under Notes of the .
Audited Financial Statements. The members are requested to refer to the said note for
details in this regards.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limits
prescribedunderSection196 and 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial
year. The ratio of the remuneration of each Whole-time Director and Key Managerial
Personnel to the median of employee Remuneration as per section 197 (12) of the Companies
Act 2013 read with rule 5 of the Companies (Appointment & Remuneration of the
management personnel) Rules, 2014 forms part of this report as Annexure III.
REGULATORY APPROVALS
The relevant regulations Government of India and other regulatory bodies have been duly
complied with by your company.
Our manufacturing facilities are monitored and approved by system, the various
regulatory authorities. Periodically, your company has halal and GMP certificate. Such
authority conducts routine significant internal and audits of all approved facilities.
COMMITTEES OF THE BOARD:
Your company has eight (9) committees of the Board of Directors as on March 31, 2023
out of which 5 are statutory committees of best practices in
Details given in the Corporate Governance Report Annexure II.
Statutory Committees:
Audit committee
Nomination and
StakeholdersRelationshipCommittee
Corporate Social Responsibility
Internal Complaints Committ ee
Other Committees:
Allotment Committee
Enquiry Committee
Advisory Committee
Fund Raising Committee
SECRETARIAL AUDIT REPORT
Pursuant to section 204 of companies Act 2013 and rules made thereunder, a Secretarial
Audit Report for the financial year 2022-23 in form MR-3 given by M/s. Shivam
Sharma & Associates, Practicing Company Secretary is attached as
Annexure- IV which forms part of this report.
Further, the Secretarial Auditor report does not contain any qualification, marks.
ative
CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance and of the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V
of the Listing Regulations, 2015, are enclosed as a separate section and forms a part of
this Report under
Annexure II.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the SEBI
Listing Regulations, 2015, detailed review of operations, performance and future
outlook of the company is covered under Management's Discussion & Analysis which forms
a part of this report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company strongly believes in providing a safe and harassment free workplace for
each and every individual working for the Company through various interventions and
practices. of the Company to create and provide an environment to all its employees that
is free from discrimination and harassment including sexual harassment. The Company has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and thereunder. The Company arranged various interactive
awareness workshops in this regard for the employees in the manufacturing sites, R & D
set ups & Corporate Office during your company has been carrying out audit of cost the
financial year. Your company has also member in the committee dealing in prevention of
sexual harassment.
During the financial year pertaining to sexual harassment was received by the
Company.
VIGIL MECHANISM POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors' and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization the Chairman of the Audit
Committee. Itisaffirmed personnel of the Company have been denied access to the
Audit Committee. The Whistle on the website of the Company at www.lasalabs.com.
PATENTS
Patents which belong to your Company are follows:
Sr. No |
Description |
Patent No |
1 |
NITROXYNIL : Method for the simplified production of Fasciolicide and
thereof |
311538 |
2 |
CLOSANTEL : Method for the preparation and
ofSalicylanilideantiparasitic |
301999 |
3 |
CYROMAZINE : An improved process for Certificate the preparation used
as an |
297903 |
4 |
FENBENDAZOLE : Green process for the preparation
1h-Benzo[D]Imidazole-2-Ylcarbamate |
303541 |
5 |
TRICLABENDAZOLE: Process for the preparation of Benzimidazole
derivative as anthelmintic |
326040 |
6 |
ALBENDAZOLE; An improved process for the preparation of Methyl
5-(Propyl Thio)- 1h-Benzo [D] Imidazol-2-Ylcarbamate |
326628 |
7 |
HALQUINOL: A simple, safe and cost Halquinol product. |
359540 |
8 |
HALQUINOL: A Process for Preparation Halquinol Product. |
304244 |
SUCCESSION PLANNING continuousendeavor of the Management TheItisthe Company has its
succession plan in place for orderly succession for appointments to Board and to senior
management.
AUDITORS AND AUDITOR'S REPORT : Cost Auditors and Cost Audit Report:
Act, 2013 and the Rules made As per the requirement of Central Government and pursuant
to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as
amended fromtimeto time, appointed external records every year.
The Board of Directors, on the recommendation of Audit committee, has appointed M/s
V.J. Talati & Co., Practicing ended March 31, 2023 no complaint Cost Accountants,
Mumbai (Firm Reg. No.: R00213) as the cost Auditor to audit the cost records of the
company for Financial Year 2023-24.
In accordance with the provisions of Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor
for FY 2023-24 is required to be ratified by the members, the Board of Directors
recommendsvideitem noticeof .4 the AGM.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of theAct and the year companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
company and had appointed M/s Shivam Sharma & Associates, Practicing Company Secretary
(M. No: A35727, CP. No: 16658) to undertake the Secretarial Audit of the company for the
year ended March 31, 2023. The Secretarial Audit Report for the Financial Year ended March
31, 2023 has been annexed to this Report as Annexure IV and forms an integral part of this
Report.
Statutory Auditors:
M/s Thanawala & Company, Charted Accountants (Firm registration No. 110948W), the
statutory auditor of the company were appointed by the shareholders at the meeting held on
September 25, 2018 for a period of five years. Upon Retirement of M/s Thanawala &
Company, Charted Process (CIRP) against the Company which is still Accountants, M/s. Gupta
Rustagi & Co Chartered Accountant (Firm Registration No.128701W) were appointed by the
Board of Directors of the company and recommended to shareholders to approve the
appointment vide item no 3 of
Auditors of the Company theAGMNotice and to hold office from the conclusion of this
Annual General Meeting till the conclusion of the thirteenth Annual General Meeting to be
held in the calendar year 2028.
The said appointment will be subjected to approval of the shareholders of the company.
The Auditors' Report does not contain qualification, any reservation or adverse remark
issued by Thanawala & Company, Chartered Accountants. Independent Auditors
Report Annexed which forms part of this Annual Report.
SECRETARIAL STANDARDS
During the year, your Company has complied with applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
OTHER DISCLOSURES:
Corporate Governance: Pursuant to Regulation 34 of the SEBI
LODR Regulations, a Report on Corporate Governance and a certificate obtained from the
Statutory Auditors confirming compliance, are provided in Annexure II'
forming part of this Report.
Statutory Compliance: The Company complies with all applicable laws and
regulations,pays applicable taxes on time, takes care of all its stakeholders, ensures
statutory CSR tes sustainable activities.initia spendand
MSME: The Company complies with the requirement of to the Ministry of Corporate
Affairs within the prescribed timelines
DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There has been no instance of fraud reported by Auditors pursuant to Section the rules
made thereunder.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial 2022-23 for all applicable
compliances as per Securities Circulars / and Exchange Board of India Regulations
Guidelines issued thereunder.
The Annual Secretarial Compliance Report submitted by your Company to the Stock
Exchanges is provided under Annexure V which forms part of this report.
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
Bank of Baroda has filed a petitionunder Section7 of Insolvency and Bankruptcy Code,
2016 alleging default in payment amounting to Rs 26,79,46,546.25 (Twenty Six Crore Seventy
nine lakhs forty six thousand five hundred and forty six rupees and twenty five paisa)
(Including alleged interest and penalties) and seeking initiation of Corporate Insolvency
Resolution pending at admissions stage.
APPRECIATIONS AND ACKNOWLEDGEMENT
The Board of Directors would like to thank and wish to express their appreciation for
the continued of the Government of India, Governments of various States in India, bankers,
financial institutions, Shareholders, customers, dealers, suppliers and also, the valuable
assistance. The Directors also wish to thank all the employees for their contribution,
Support and continuedcommitment throughout the year.
For and on behalf of the Board of Directors of LASA SUPERGENERICS LIMITED
Sd/- |
Sd/- |
SHIVANAND G. HEGDE |
OMKAR P. HERLEKAR |
DIRECTOR |
DIRECTOR |
Date: September 02, 2023 |
|
Place: Mumbai |
|
|