To
The Members of
SMS Pharmaceuticals Limited.
Your Directors are pleased to present the 35th Annual Report
of SMS Pharmaceuticals Limited ("The Company") along with the Audited Financial
Statements for the Financial Year ended 31st March, 2023. The Consolidated
performance of the Company has been referred to wherever required.
FINANCIAL SUMMARY
(INR in Lakhs)
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Gross Sales |
53,139.29 |
54,124.25 |
53,139.29 |
54,124.25 |
Net Sales |
50,075.85 |
50,718.67 |
50,075.85 |
50,718.67 |
Income from Services |
1,898.83 |
782.91 |
1,898.83 |
782.91 |
Other Operating Income |
230.46 |
485.85 |
230.46 |
485.85 |
Net Revenue from Operations |
52,205.14 |
51,987.43 |
52,205.14 |
51,987.43 |
Other Income |
488.56 |
519.77 |
488.56 |
519.77 |
EBIDTA |
5959.00 |
11,968.26 |
5938.95 |
11,952.70 |
Finance Charges |
2191.50 |
1,887.54 |
2191.50 |
18,87.54 |
Depreciation |
3212.54 |
3,215.25 |
3212.54 |
3,215.25 |
Profit Before Tax |
554.96 |
6,865.47 |
534.91 |
6,849.91 |
Taxation |
146.50 |
61.82 |
146.50 |
61.82 |
Profit After Tax |
408.46 |
6,803.65 |
(705.93) |
6,221.99 |
Earnings per share - Basic/Diluted(Rs) |
0.48 |
8.04 |
(0.83) |
7.35 |
STATE OF COMPANY AFFAIRS In Financial & Production terms
FY 2022-23 is another challenging year due to market conditions post
Covid-19. During these difficult times, your Company had achieved production of 1147.53
M.T. of APIs and their Intermediates in comparison with 1141.09 M.T. for the FY 2021-22.
During the FY 2022-23, the Company has recorded the net sales of Rs. 50,075.84 Lakhs as
against Rs. 50,718.67 Lakhs for the previous FY 2021-22. The Company has recorded EPS of
Rs. 0.48 in the FY 2022-23 as against Rs. 8.04 for the previous FY 2021-22.
Subsidiaries and Associates
Your Company is having one Associate Company i.e., "VKT Pharma
Private Limited". Your Company is holding 36.55% equity shares in the said Associate
Company during the
Financial Year ended and the share of loss for your Company for the
Financial Year 2022-23 was Rs. 1094.34 lakhs. Your Company has incorporated a Joint
Venture (JV) in Spain in the year 2021 with nomenclature of "CHEMO SMS ENTERPRISES
SL" in the capital ratio of 55:45 with a share of 45% contributed by your Company.
There were no transactions during the reporting period, however, all the JV product sales
were routed directly from your Company to the end customers during the reporting period as
per JV manufacturing arrangement.
The consolidated financial statements had been prepared as per
Accounting Standard (AS) 23 "Accounting for Investment in Associates in Consolidated
Financial Statements" specified under Section 133 of Companies Act, 2013 for
considering the financials of Associate Company. The required form, as per the provisions
of the Sec. 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 i.e., Form
AOC-1 forms part of the Report as Annexure 1.
CHANGE IN NATURE OF BUSINESS
As per the requirements of Rule 8 (5) (ii) of Companies (Accounts)
Rules, 2014, your Board of Directors specify that, there is no significant change in the
nature of business of the Company during the financial year under review.
TRANSFER TO RESERVES
During the year your Company did not transfer any portion of profits to
Reserves.
DIVIDEND
Your Directors have pleasure in recommending the dividend of Re. 0.30
(i.e. 30%) per equity share of Re. 1/- face value, aggregating to Rs.2,53,95,609/- (Rs.
Two Crore Fifty Three Lakhs Ninety Five Thousand Six Hundred And Nine only) which shall be
paid within 30 days after the conclusion of the Annual General Meeting, subject to the
approval of the shareholders of the Company. Payment of dividend to members will be
subject to tax deduction at source (TDS) as per statutory requirement. Pursuant to
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors of the Company have adopted a Dividend Distribution Policy.
The policy lays down a broad framework and factors which the Board considers for deciding
the distribution of dividend to its shareholders. The said policy is available on the
company's website https://smspharma.com/wp-content/
uploads/2022/08/Dividend-Distribution-policy.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Appointment of Directors & Key Managerial Personnel:
The Board of Directors of the Company in its meeting held on 24th
May, 2023 has re-appointed Mr. Shravan Kudaravalli (DIN: 06905851) as an Independent
Director of the Company, for a further period of 5 (Five) consecutive years, with effect
from 26th May, 2023 till 25th May, 2028 (both days inclusive), whose
term was expired on 25th May, 2023. Pursuant Regulation 17(C) of SEBI
(LODR)Regulations, the approval of the shareholders is being obtained via postal ballot.
There is no change in Key Managerial Persons.
(ii) Withdrawal of Nominee Director:
During the year under the review, Exim Bank has withdrawn the
nomination of Mrs. Shilpa R Waghmare (DIN: 07009966), as their Nominee on the Board of
Directors of the Company w.e.f. 08th August, 2022.
(iii) Retirement by rotation:
In accordance with the provisions of section 152(6) of the Act and in
terms of the Articles of Association of the Company, Mr. Ramesh Babu Potluri (DIN:
00166381), Chairman and Managing Director, will retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment. The Board
recommends his re-appointment.
(iv) Declaration of Independence:
The Company has received declarations of independence from the
Independent Directors as stipulated under section 149 (7) of the Companies Act, 2013, that
each Independent Director meets the criteria of Independence laid down in the Section 149
(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. All the Independent Directors of the Company
have enrolled in the Independent Director databank maintained by Indian Institute of
Corporate Affairs (IICA) as per Companies (Creation and Maintenance of databank of
Independent Directors) Rules, 2019.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations'), the
Management Discussion and Analysis is presented in a separate section forming part of this
Annual Report for the year ended 31st March, 2023, as required under the
provisions of the Listing Regulations.
SHARE CAPITAL
During the year under review there were no changes in authorized and
paid-up share capital of the Company. The authorised share capital of the Company is
Rs.8,46,52,030/- divided into 8,46,52,030 Equity Shares of Rs.1/- each. A report on the
same i.e., Equity Buildup Report' forms part of this report as Annexure
2.
Listing of shares: Equity shares of the Company are listed in
National Stock Exchange of India (NSE) and BSE Limited (BSE) with effect from 28th
February, 2007. [Listing fees has been paid for the year 2023-24 to both the Exchanges].
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There are no material changes and commitments which affect the
financial position of the Company that have occurred between the end of the financial year
to which the financial statements relate and the date of this report.
EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS:
The formal annual evaluation of the performance of the Board as well as
non-independent directors was undertaken by the Nomination and Remuneration Committee. The
performance of Board Committees and of individual independent directors was undertaken by
the Board members.
The manner of the evaluation of the Board and other Committees has been
determined by the Nomination and Remuneration Committee as per SEBI circular dated January
05, 2017. YourCompanyhadconductedaseparateMeetingofIndependent Directors during the year
on 12th August, 2022 in which they had evaluated the performance of Executive
directors and Non- Executive directors. Further, in the Board Meeting held on 09th
February, 2023 the Board had evaluated the performance of Independent Directors and their
contribution in the Board. The evaluation had been made based on specified standards.
FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:
The Company has put in place a system to familiarize its Independent
Directors with the Company, their roles, rights & responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company, etc.
The senior management personnel of the Company regularly make presentations to the Board
members on the operations of the Company, its plans, strategy, risks involved, new
initiatives etc., and seek their views and suggestions on the same. The details of these
familiarization programs have been placed on the Company's website at
https://smspharma.com/ investor-relations/download/
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of all the above Committees along with their composition,
number of meetings and attendance at the meetings are provided in detail in the Corporate
Governance Report annexed to this Board's Report.
RISK MANAGEMENT POLICY:
The Company in its Board Meeting held on 28th May, 2021 has
Constituted Risk Management Committee, with the following Directors:
Mr. Ramesh Babu Potluri Chairman
Mr. Vamsi Krishna Potluri Member
Mr. Shravan Kudaravalli Member.
The Committee had formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day-to- day operations of the Company. Risk
Management Policy of the Company outlines different kinds of risks and risk mitigating
measures to be adopted by the Board. The Company has adequate internal control systems and
procedures to combat risks. The Risk management procedures are reviewed by the Audit
Committee and the Board of Directors on a quarterly basis at the time of review of the
Quarterly Financial Results of the Company.
Brief description of terms of reference of the Committee, inter alia,
includes the following: managing and monitoring the implementation of action plans
developed to address material business risks within the Company and its business units,
and regularly reviewing the progress of action plans; setting up internal processes
and systems to control the implementation of action plans; regularly monitoring and
evaluating the performance of management in managing risk; providing management and
employees with the necessary tools and resources to identify and manage risks;
regularly reviewing and updating the current list of material business risks;
regularly reporting to the Board on the status of material
business risks; review and monitor cyber security; and
Ensuring compliance with regulatory requirements and best
practices with respect to risk management.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act,
2013 as amended, the Board of Directors confirm that:
1. In the preparation of the Financial Statements for the year ended 31st
March, 2023 the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any.
2. They had selected such accounting policies as notified &
modified by ICAI 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;
3. They had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
as amended from time to time for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
4. The Annual Accounts had been prepared on going concern basis.
5. The Company has developed an effective mechanism for internal
financial controls to be followed by the Company consistently and such internal financial
controls are adequate and operating effectively;
6. They had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
THE CRITERIA FOR APPOINTMENT OF DIRECTORS,KMPANDSENIORMANAGEMENT
A person for appointment as Director, KMP or in senior management
should possess adequate qualifications, expertise and experience for the position
considered for appointment. The Nomination and Remuneration Committee decides whether
qualification, expertise and experience possessed by a person are sufficient for the
concerned position. The Committee ascertains the credentials and integrity of the person
for appointment as Director, KMP or senior management level and recommends to the Board
his/ her appointment.
The Committee, while identifying suitable persons for appointment to
the Board, will consider candidates on merit against objective criteria and with due
regard for the benefits of diversity on the Board. The Nomination and Remuneration
Committee shall assess the independence of directors at the time of appointment;
reappointment and the Board shall assess the same annually. The Board shall re-assess
determination of independence when any new interests or relationships are disclosed by a
Director. The criteria of independence are as prescribed in the Act and the listing
regulations and the Independent Directors shall abide by the Code specified for them in
Schedule IV of the Act. The Nomination and Remuneration Committee has the criteria for
appointing any Key Managerial Personnel (KMP) and nominating directors on the Board. The
appointment of any KMP is made by the Nomination and Remuneration Committee based on the
requirement of the position and experience and skill sets of the candidate.
COMPOSITION & NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the year under review, four (4) Board Meetings and four (4)
Audit Committee Meetings were convened and held, the details of which are given in the
Corporate Governance Report, which forms part of this report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 and Listing
Regulations.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(2) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as at 31st March,
2023, on its website at https:// smspharma.com/annual-report/
CORPORATE GOVERNANCE
A separate section on Corporate Governance standards followed by your
Company, as stipulated under Schedule V of the SEBI (LODR) Regulations, 2015 which is
forming part of this report. The requisite certificate from M/s. Suryanarayana &
Suresh, Chartered Accountants, confirming the compliance with the conditions of Corporate
Governance is annexed to the Report on Corporate Governance.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Business Responsibility and Sustainability Report'
(BRSR) of your Company for the year ended 31st March, 2023 forms part of this
Annual Report as required under Regulation 34 (2) (f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is available as a separate section in this
Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism and formulated a Whistle
Blower Policy to provide mechanism for directors and employees of the Company to report
their concerns about any unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The Policy provides that the Company
investigates such incidents, when reported, in an impartial manner and takes appropriate
action to ensure that requisite standards of professional and ethical conduct are always
upheld. This mechanism also provides for adequate safeguards against victimization of
director(s)/ employee(s) who avail the mechanism and also provide for direct access to the
Chairman of the Audit Committee in exceptional cases. There were no allegations /
disclosures / concerns received during the year under review in terms of the vigil
mechanism established by the Company. The details of the vigil mechanism are displayed on
the website of the Company https:// smspharma.com/company-announcements/downloads/
DEPOSITS
Your Company has not accepted any deposits from the public within the
purview of Chapter V of the Companies Act, 2013. As such no amount of principal or
interest was outstanding as on the date of the Balance Sheet.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the Notes to the financial statements provided
in this Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered by the Company during
the financial year 2022-23 with related parties were in the ordinary course of business
and on an arm's length basis and are in compliance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015. There are no materially significant related party transactions made by
the Company with Promoters, Directors and Key Managerial Personnel, etc., which may have
potential conflict with the interest of the Company. All related party transactions are
presented to the Audit Committee on quarterly basis and were also placed before the Board.
A statement of all Related Party Transactions is being presented before the Audit
Committee on Quarterly basis specifying the nature, value and terms and conditions of the
transactions. A Policy on Related Party Transactions approved by the Board is uploaded on
the Company's website at the web link https://
smspharma.com/wp-content/uploads/2022/08/Policy-on-Related-Party-Transactions.pdf The
particulars of contracts or arrangements entered into by the Company with related parties
referred to in Section 188(1) are kept by the Company in Statutory Form AOC-2. Further
details required to disclose as per Accounting Standard form part of the notes to the
financial statements provided in the annual report. The Form AOC-2 is attached to the
Report as
Annexure - 3.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
constituted the Corporate Social Responsibility (CSR) Committee. The brief outline of the
CSR policy of the Company, details regarding CSR Committee and the initiatives undertaken
by the Company on CSR activities during the year are set out in Annexure-4, of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. CSR Policy is available on the Company's website on https://
smspharma.com/wp-content/uploads/2022/08/corporate-social-responsibility-policy.pdf
PARTICULARS OF EMPLOYEES
The information relating to remuneration and other details as required,
pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned
under Employees Remuneration Report' which forms part of this report as Annexure
5 The statement containing particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) and 5(3) of the Rules does not form part of this
Report however the same shall be kept open for inspection in terms of Section 136 of the
Act and any member can obtain a copy of the said statement by writing an email to the
Company Secretary at cs@smspharma.com
PREVENTION OF INSIDER TRADING
The Company has adopted an Insider trading Policy to regulate, monitor
and report trading by insiders under the SEBI (Prohibition of Insider Trading)
Regulations, 2015. This policy includes practices and procedures for fair disclosure of
unpublished price-sensitive information, initial and continual disclosure. The Board
reviews the policy on a need basis. The policy is available on our website:
https://smspharma.com/ company-announcements/downloads/
ENVIRONMENT, HEALTH AND SAFETY ENVIRONMENT
The Company continuously monitors its energy usage, regulates the
emissions released and waste generated, and makes sure it follows responsible water
consumption practices. Our focus on environmental protection and occupational health and
safety is enshrined in our policies.
The Company conducts training programmes mock drills for and safety of
the employees. To help protect our employees from injuries, identifies high risk areas and
invest in technological solutions and awareness-raising initiatives. The Company conducts
free health checkup programmes.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required under Section 134(3)(m) of the Companies Act,
2013 read with the applicable Rules forms part of this report as Annexure-6.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs in Lakhs)
Particulars |
2022-23 |
2021-22 |
Earnings |
|
|
FOB Value of Exports |
31,650.27 |
12,666.96 |
Outgo |
|
|
Sales Commission |
43.92 |
55.13 |
Travelling Expenses |
- |
- |
CIF Value of Imports |
|
|
Raw Materials |
12,608.57 |
10,347.52 |
Capital Goods |
51.59 |
17.97 |
AUDITORS APPOINTMENT AND THEIR REPORTS Statutory Auditors
M/s. Suranarayana & Suresh, Chartered Accountants, (Firm
Registration No. 006631S), Hyderabad were appointed as Statutory Auditors of the Company
in the previous Annual General Meeting held on 30th September, 2022 for a
second term of five (5) years i.e., from the conclusion 34th AGM till the
conclusion of 39th Annual General Meeting to be held in the year 2027.
Further, the report of the Statutory Auditors along with notes to
accounts is a part of the Annual Report. There has been no other qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report.
Internal Auditor
The Board has appointed M/s. Adusumilli and Associates, Chartered
Accountants, as an Internal Auditors of the Company for a period of two years from
01.04.2022 to 31.03.2024 under Section 138 of the Companies Act, 2013, in accordance with
the scope as defined by the Audit Committee.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
SVVS & Associates Company Secretaries LLP were appointed to undertake Secretarial
Audit of the Company for the Financial Year ended on 2022-2023. Secretarial Audit Report
in Form MR-3 for the financial year 2022-2023 forms part of this report as Annexure
7.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual
Secretarial Compliance Report which forms part of this Report as Annexure - B from
Mr. C. Sudhir Babu, Practicing Company Secretary (Proprietor, CSB Associates) and
submitted the same to the Stock Exchanges where the shares of the Company are listed.
Cost Auditor
As per Section 148 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, and the Companies (Cost Records & Audit) Amendment
Rules, 2014, the Company maintains Cost Records. Your Board has, upon the recommendations
of the Audit Committee, appointed Mr. K.S.N. Sarma (Registration No.102145 and Membership
No.6875) as Cost Auditor of the Company for the financial year 2023-2024. As required
under the Act and Rules made thereunder, the remuneration payable to the Cost Auditors is
required to be placed before the Members at a general meeting for ratification.
Accordingly, a resolution seeking ratification of the remuneration payable to Mr. K.S.N.
Sarma, Cost Account, by the members is included in the Notice convening 35th
Annual General Meeting.
FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial Controls are an integral part of the risk management
process, addressing financial and financial reporting risks. Internal financial control
systems of the Company are in commensurate with its size and the nature of its operations.
These have been designed to provide reasonable assurance with regard to recording and
providing reliable financial and operational information, complying with applicable
accounting standards and relevant statutes, safeguarding assets from unauthorised use,
executing transactions with proper authorisation and ensuring compliance of corporate
policies. The Company uses an established Tally to record day-to-day transactions for
accounting and financial reporting. Assurance on the effectiveness of internal financial
controls is obtained through management reviews, continuous monitoring by functional
owners as well as testing of the internal financial control systems by the internal
auditors during the course of their audits. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.
The Company has in place adequate internal financial controls with
reference to financial statements. However, the Company recognises that no matter how the
internal control framework is, it has inherent limitations and accordingly, periodic
audits and reviews ensure that such systems are updated on regular intervals.
POLICIES
Company has following policies in place pursuant to applicable
provisions of the Act and SEBI Listing Regulations and the same are published on the
official website of the Company (www.smspharma.com):
Code of Business Conduct & Ethics for Other Stake Holders Code of
Conduct for Board & Senior Management Corporate Social Responsibility Policy
Familiarization program of Independent Director Policy for related party transactions
Vigil Mechanism (Whistle blower policy) Dividend Distribution Policy Code of Practices and
procedures for Fair Disclosure
Code of Regulation & Prohibition of Insider Trading Remuneration
Criteria for Non-Executive Directors policy Document preservation policy Policy for
evaluation performance of the Board Policy for sexual harassment Staff advances policy
Risk Management Policy Policy for Determination of Materiality for Disclosure
HUMAN RESOURCES / INDUSTRIAL RELATIONS
The Company believes that competent and committed human resources are
vitally important to attain success in the organization. In line with this philosophy,
utmost care is being exercised to attract quality resources and suitable training is
imparted on various skill-sets and behavior. Employee knowledge enrichment is a core value
of the organisation, and focus has been placed on training and development of the
Company's human capital and also various initiatives were undertaken to enhance the
competitive spirit and encourage bonding teamwork among the employees and could achieve
the targeted growth in the performance of the Company.
SHARE TRANSFER SYSTEM
Pursuant to Regulation 40(1) of SEBI (LODR) Regulations, 2015, as
amended from time to time, transfer, transmission and transposition of securities shall be
effected only in dematerialised form. Pursuant to SEBI Circular dated January 25, 2022,
the listed companies shall issue the securities in dematerialised form only, for
processing any service requests from shareholders vis., issue of duplicate share
certificates, endorsement, transmission, transposition, etc. After processing the service
request, a letter of confirmation will be issued to the shareholders and shall be valid
for a period of 120 days, within which the shareholder shall make a request to the
Depository Participant for dematerialising those shares. If the shareholders fail to
submit the dematerialisation request within 120 days, then the Company shall credit those
shares in the Suspense Escrow Demat account held by the Company. Shareholders can claim
these shares transferred to Suspense Escrow Demat account on submission of necessary
documentation.
The Stakeholders Relationship Committee meets as often as required to
approve share transfers and to attend to any grievances or complaints received from the
members.
GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review: a) No material changes and commitments affecting the financial position
of the Company between the financial year ended 31st March, 2023 and the date
of this report. b) No fraud has been reported by the Auditors to the Audit Committee or to
the Board. c) No material and significant orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future
d) Company has complied with the requirements of the Secretarial Standards issued by
Institute of Company Secretaries of India. e) There are no instances where the Board has
not accepted the recommendation of Audit Committee. f) Cost records are maintained as per
the requirements of Section 148 of the Act. g) The extract of Annual Return is disclosed
on the Company's website.
DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to comply with the provisions of the Sexual Harassment of
Women at Work Place (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has formulated and
implemented a policy on prevention, prohibition and redressal of complaints related to
sexual harassment of women at the work place. All women employees permanent, temporary or
contractual are covered under the above policy. Your Company has zero tolerance towards
sexual harassment at the workplace and the details of sexual harassment complaints as per
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder.
During the Financial Year ended on March 31, 2023, the Company has not
received any complaint of sexual harassment.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India.
INSURANCE:
The Company's plant, properties, equipment and stocks are
adequately insured against all major risks. The Parent Company has taken Directors'
and Officers' Liability Policy to provide coverage against the liabilities arising on
them, which includes the Directors of the Company also.
RATING
CARE Rating Limited has assigned its rating of CARE A- on
the Long Term Bank Facilities of the Company and CARE A2+' on the Short Term
Bank Facilities of the Company
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
During the year under review, there were no significant material orders
passed by the Regulators / Courts which would impact the going concern status of the
Company and its future operations.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING ON THE COMPANY:
During the period under the review the Company does not entered any
agreement(s) which were falling under clause 5A of para A of part A of schedule III of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE
As on the date of the Report no application is pending against the
Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any
application under (IBC) during the Financial Year 2022-23.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the
continued co-operation and support extended to the Company by the Banks. Board takes this
opportunity to thank all shareholders, analysts, business partners, government and
regulatory authorities, distributors, suppliers, business associates, medical
professionals and customers for their continued guidance, encouragement and splendid
support. The Board of Directors also wish to place on record its deep sense of
appreciation for the dedicated and committed services by the Company's executives,
staff and workers. The Directors also wish to express their gratitude to the Investors for
the confidence and faith that they continued to repose in the Company.
|
By the order of the Board |
|
Ramesh Babu Potluri |
Place: Hyderabad |
Chairman and Managing Director |
Date: 08.08.2023 |
(DIN:00166381) |
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