TO THE MEMBERS OF
GRANULES INDIA LIMITED,
The Board of Directors presents the Company's thirty-second Annual Report and the
Company's audited financial statements (standalone and consolidated) for the financial
year ended March 31, 2023.
FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31, 2023 is summarized
below:
|
|
|
|
(Rs. in millions) |
|
Standalone |
Consolidated |
|
Year ended March 31,2023 |
Year ended March 31,2022 |
Year ended March 31,2023 |
Year ended March 31, 2022 |
Revenue from Operations |
39,312.00 |
32,384.37 |
45,119.17 |
37,649.21 |
Other Income |
99.32 |
175.11 |
137.80 |
176.08 |
Total Income |
39,411.32 |
32,559.48 |
45,256.97 |
37,825.29 |
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) |
8,481.71 |
6,621.61 |
9,275.99 |
7,398.45 |
Less: Finance Costs |
386.74 |
163.53 |
559.33 |
232.12 |
Less: Depreciation |
1,455.57 |
1,261.61 |
1,844.94 |
1,586.32 |
Profit Before Tax |
6,639.40 |
5,196.47 |
6,871.73 |
5,580.01 |
Less: Tax Expenses |
1,651.55 |
1,331.31 |
1,705.76 |
1,452.40 |
Profit for the year |
4,987.85 |
3,865.16 |
5,165.97 |
4,127.61 |
Dividends paid |
186.22 |
371.68 |
186.22 |
371.68 |
Note: The above figures are extracted from the standalone and consolidated financial
statements of the Company.
OVERVIEW OF FINANCIAL AND BUSINESS OPERATIONS:
Standalone Financial Summary:
On a standalone basis, the revenue from operations was Rs. 39,312.00 millions in FY
2022- 23 as against Rs. 32,384.37 millions for FY 2021-22 and the net profit aftertax was
Rs. 4,987.85 millions in FY 2022-23 as against Rs. 3,865.16 millions for FY 2021-22.
Consolidated Financial Summary:
On a consolidated basis, the revenue from operations was Rs. 45,119.17 millions in FY
2022- 23 as against Rs. 37,649.21 millions for FY 2021-22 and the net profit aftertax was
Rs. 5,165.97 millions in FY 2022-23 as against Rs. 4,127.61 millions for FY 2021-22.
For more details, please refer to Management Discussion and Analysis report.
The primary growth driver in FY 22-23 was led by a change in the product mix. On a
standalone basis, the Finished Dosages (FD) business contributed the largest share of
revenue of the Company at 43.54% while Pharmaceutical Finished Intermediates (PFI) and
Active Pharmaceutical Ingredients (API) contributed 23.11% and 33.35% respectively while
it was 45%, 25% and 30% for FD, PFI and API respectively for the FY 2021- 22.
In FY 2022-23, the Company filed five ANDAs with USFDA, two dossiers in the European
region, two ANDS in Canada and one MA in South Africa. The Company also filed seven US
DMFs and five Certificates of Suitability (CEP) with EDQM which will be used for building
future revenue from API business. The Company received four USFDA approvals, six approvals
in the European region and three approvals in Canada. The management believes that it will
continue to strengthen its position through dedicated research and the launch of new
products.
Vertical integration has always been the strength and focus area of the Company. It
will continue its focus on its core business and strengthen it by enhancing its market
presence by backward integration strategies, improving operational efficiencies and
continuous supply chain management. The noncore business will also be given equal focus
and the Company shall endeavor towards adding new products, cost leadership and most
importantly offering reliable and consistent services to all the customers. The Company's
goal of transforming more of its business into the finished dosage business will continue
and with this objective, the Company will continue to grow as an integrated pharmaceutical
Company in a sustainable and responsible manner.
DIVIDEND:
The Board of Directors has recommended a final dividend of Rs. 1.50/- per equity share
(Face value Rs. 1/- per equity share) for the financial year 2022-23, same as the total
dividend paid in the previous financial year.
The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.
The Dividend Distribution Policy of the Company may be accessed on the Company's website
at https://qranulesindia.com/wp-content/uploads/pdf/Dividend- Distribution-policy.pdf.
MATERIAL CHANGES AFFECTING THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this report. There has
been no change in the nature of business of the Company.
SHARE CAPITAL:
The authorized share capital of the Company is 50,50,00,000 equity shares of Rs. 1/-
each. The paid-up share capital is 24,20,42,756 equity shares of Rs. 1/- each.
The Company had allotted 2,86,980 equity shares of Rs. 1/- each during the year upon
the exercise of an equal number of stock options by the employees pursuant to the
Employees Stock Option Scheme of the Company.
The Company bought back 62,50,000 equity shares of Rs. 1/- each during the financial
year 2022-23.
BUYBACK OF EQUITY SHARES OF THE COMPANY:
The Board of Directors of the Company, at their meeting, held on August 09, 2022,
approved the buyback of up to 62,50,000 (sixty-two lakh and fifty thousand only) paid-up
equity shares of the Company having a face value of Rs. 1 each (representing 2.52% of the
total number of fully paid-up equity shares of the Company), at a price of Rs. 400 (rupees
four hundred only) per equity share payable in cash for a total consideration not
exceeding Rs. 2,50,00,00,000 (rupees two hundred and fifty crores only) through the
"Tender Offer" route as prescribed under the SEBI Buyback Regulations, on a
proportionate basis, from the equity shareholders / beneficial owners of the equity shares
of the Company as on the record date.
The Tender Offer was fully subscribed, and the total number of equity shares bought
back under the Buyback was 62,50,000 (sixty-two lakhs fifty thousand) equity shares, at a
price of Rs. 400 (rupees four hundred only) per equity share. The total amount utilized in
the Buyback was Rs. 2,500 millions excluding transaction costs & applicable taxes.
TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND (IEPF):
In terms of Section 124(5) of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, unclaimed
dividend amounting to Rs. 7,57,117/-(seven lahks fifty-seven thousand one hundred and
seventeen only) pertaining to the final dividend for the financial year 2014-15 and up to
third interim dividend for the financial year 2015-16 was transferred during the year
under review to the Investor Education and Protection Fund established by the Central
Government. Further, during the year under review, the Company transferred 15,571 equity
shares to Investor Education and Protection Fund relating to the investors who have not
claimed any dividend from the last seven consecutive years.
The details of the investors whose amount and shares are transferred are available on
the website of the Company at https://aranulesindia.com/investors/investor-resources/
unclaimed-dividend-shares-transferred-to-iepf/.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated
under regulation 34(2) of the Listing Regulations, is presented in a separate section,
forming part of the annual report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
SUBSIDIARY COMPANIES, THEIR PERFORMANCE AND DEVELOPMENTS
Granules USA, Inc.
Granules USA, Inc., a wholly-owned foreign subsidiary of the Company, caters to the
requirements of customers in the U.S. market. During the FY 2022-23, the Company achieved
a turnover of Rs. 7,279.76 millions against the turnover of Rs. 5,171.93 millions for FY
2021-22 and the profit aftertax is Rs. 36.23 millions against Rs. 27.61 millions for FY
2021-22.
Granules Consumer Health Inc (GCH) is a wholly-owned subsidiary of Granules USA, Inc.
GCH primarily focuses on marketing over-the-counter (OTC) medications to retailers. GCH
opened a packaging facility that is approved by FDA in Manassas, Virginia, USA to support
its business.
Granules Pharmaceuticals, Inc.
Granules Pharmaceuticals, Inc. (GPI), a wholly-owned foreign subsidiary of the Company
located in Virginia, USA focuses on formulation R&D. During the FY 2022-23, the
Company achieved a turnover of Rs. 11,193.99 millions against the turnover of Rs. 9,431.14
millions for FY 2021-22 and the profit after tax is Rs. 151.52 millions against Rs. 263.94
millions for FY 2021-22.
During the year FY 2022-23, GPI filed two ANDAs with USFDA, out of which approval was
received for one application and the other application is under review. During the year
under review, GPI launched one product under its label.
Granules Europe Limited
Granules Europe Limited is a wholly-owned foreign subsidiary of the Company set up in
the United Kingdom for focusing on marketing to European customers.
Granules Life Sciences Private Limited
Granules Life Sciences Private Limited is a wholly-owned Indian subsidiary of the
Company located in Hyderabad, India is in the process of establishing a greenfield
facility to develop and manufacture formulation products.
Granules CZRO Private Limited
During the period under review, the Company incorporated a new wholly-owned subsidiary
in India "CZRO Molecules Private Limited" for manufacturing green chemicals.
Further, the name of the Company has been changed to Granules CZRO Private Limited.
The Policy for determining material subsidiaries as approved by the Board may be
accessed on the Company's website at https://qranulesindia.com/wp-content/uploads/2022/03/
Policv-on-Material-Subsidiaries.pdf.
JOINT VENTURE /ASSOCIATE COMPANIES:
The Company has no joint venture or associate Company during the period under review.
No other Company has become or ceased to be a Company's subsidiary, joint venture or
associate Company.
As per the provisions of section 129 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the
financial statements of the subsidiary Companies is prepared in Form AOC-1 and it forms
part of the consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of the Company and its subsidiaries for FY
2022-23 are prepared in compliance with Section 129(3) of the Companies Act, 2013 and
regulation 34 of the Listing Regulations and in accordance with the Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.
The audited consolidated financial statements together with the auditor's Report thereon
form a part of this annual report. The consolidated financial statements have been
prepared on the basis of audited financial statements of the Company and its subsidiaries
as approved by their respective Boards. As per the provisions of Section 136 of the
Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries
on its website at https://qranulesindia.com/ investors/financial-reports/annual-accounts-of-subsidiaries-
jvs/ and a copy of separate audited accounts of its subsidiaries will be provided
to the members at their request till the date of the Annual General Meeting of the
Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect
to the Director's Responsibility Statement, the Board of Directors of the Company to the
best of their knowledge and ability hereby confirm that:
a) in the preparation of the annual accounts for the year ended March 31,2023, the
applicable accounting standards have been followed and there are no material departures
from the same;
b) accounting policies have been selected 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 March 31, 2023 and of the profit and loss of
the Company for the year ended on that date;
c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis forthe financial
year ended March 31,2023;
e) adequate internal financial controls for the Company to follow have been laid down
and these are operating effectively; and
f) proper and adequate systems have been devised to ensure compliance with the
provisions of all applicable laws and these systems are operating effectively.
CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of corporate governance
and adhering to the corporate governance requirements set out by the Securities and
Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the
Listing Regulations forms an integral part of this report. The requisite certificate from
the secretarial auditor of the Company confirming compliance with the conditions of
corporate governance is attached to the report on corporate governance.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report for the year under review, as
stipulated under regulation 34(2)(f) of the Listing Regulations, is presented in a
separate section, forming part of the annual report.
RELATED PARTY TRANSACTIONS:
All related party transactions entered by the Company during the financial year 2022-23
with related parties were in the ordinary course of business and are on an arm's length
basis. During the year, except with the wholly-owned subsidiaries, the Company had not
entered into any transaction with related parties which could be considered material in
accordance with the policy of the Company on the materiality of related party
transactions.
The Policy on the materiality of related party transactions and dealing with related
party transactions as approved by the Board may be accessed on the Company's website at
https:// granulesindia.com/wp-content/uploads/2022/03/Granules-
Related-Party-Transactions-Policy.pdf
The particulars of transactions with related parties referred to in section 188(1) are
prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith
as Annexure IV to the Board's report.
The details of the transactions with related parties were also provided in the notes to
the financial statements.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee comprised three members out of
which one is an Independent Director. The details of the constitution of the Committee and
its meetings are provided in the corporate governance report. The CSR activities of the
Company are governed through the Corporate Social Responsibility Policy (CSR Policy)
approved by the Board and in compliance with Schedule VII of the Act. The CSR Policy may
be accessed on the Company's website at https://qranulesindia.com/wp-content/uploads/pdf/other-
information/8328CSR%20Policv.pdf.
During the year under review, the Company has spent Rs.110.02 millions on CSR
activities. The annual report on CSR activities is annexed herewith as Annexure I to
the Board's report.
NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprised four members out of which three are Independent Directors. The
details of the constitution of the Committee and its meetings are provided in the
corporate governance report. The Chairman of the Committee is an Independent Director,
thereby resulting in independent and unbiased decisions.
The Performance Evaluation and Remuneration Policy framed by the Committee and approved
by the Board is directed towards rewarding the performance of Executive and Non- Executive
Directors, Key Managerial Personnel and Senior Management Personnel of the Company based
on a review of achievements periodically. The Performance Evaluation and Remuneration
Policy may be accessed on the Company's website at https://qranulesindia.com/wp-content/uploads/pdf/
performance-evaluation-and-remuneration-policv.pdf
ENTERPRISE RISK MANAGEMENT:
The Company has a Risk Management Committee of the Board and the details of the
Committee and its terms of reference are set out in the corporate governance report.
The Risk Management Committee has been entrusted with the responsibility to
(a) oversee and approve the Company's enterprise risk management framework;
(b) oversee at all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory and reputational
risk.
(c) identify the other risks and assess that there is an adequate risk management
infrastructure in place capable of addressing those risks.
The Company has a proper process for risk management.
INTERNAL FINANCIAL CONTROLS:
Internal financial controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized, and embedded in the business processes. An assurance of the
effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts as well as testing of
the internal financial control systems by external consultants on behalf of the management
at least once in a year. We believe that these systems provide reasonable assurance that
our internal financial controls are designed effectively and are operating as intended.
INTERNAL AUDIT AND CONTROLS:
The Company continues to engage M/s Dhanunjaya & Haranath, Chartered Accountants as
its internal auditors. During the year, the Company continued to implement its suggestions
and recommendations to improve internal controls. Their scope of work includes a review of
the operational efficiency, the effectiveness of systems & processes, compliances and
assessing the robustness of the internal control systems in all areas of operations and
the financial closure process. Internal auditor's findings are discussed and suitable
corrective actions are taken as per the directions of the Audit Committee on an ongoing
basis to improve the performance of the Company.
The Company's internal control systems are well established and are commensurate with
the nature of its business and the size and complexity of its operations. The Audit
Committee reviews the adequacy and effectiveness of the Company's internal control
environment and monitors the implementation of audit recommendations. The recommendations/
suggestions of the internal auditors are discussed in the Audit Committee meetings.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Assessment and appointment of members to the Board are based on a combination of the
criterion that includes ethics, personal and professional stature, domain expertise,
gender diversity and specific qualifications required for the position. While appointing
the Independent Directors, the potential Board member is also assessed on the basis of
independence criteria defined in section 149(6) of the Act, and regulation 16(1 )(b) of
the Listing Regulations.
Cessation
(1) Mr. Sandeep Neogi resigned as the Chief Financial Officer of the Company w.e.f.
close of business hours on December 14, 2022. The Board placed on record its appreciation
for his contribution during the tenure.
(2) During the year under review, Mr. Robert George Cunard (DIN: 08346308) resigned as
an Independent Director of the Company with effect from March 17, 2023. The Board placed
on record its appreciation for the contribution and guidance rendered by him during the
tenure.
Appointment
(1) The Board of Directors at its meeting held on December 22, 2022, appointed Mr.
Mukesh Surana as the Chief Financial Officer of the Company w.e.f December 30, 2022.
(2) The Board of Directors at its meeting held on May 16, 2023 appointed Mr. Kapil
Kumar Mehan as an Additional Director categorized as Non-Executive, Independent Director
on the Board from May 16, 2023 to fill the casual vacancy. The appointment is subject to
the approval of the shareholders at the ensuing General meeting.
Re-appointment
(1) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Harsha Chigurupati, (DIN: 01606477) Executive
Director of the Company retires by rotation at the ensuing AGM and being eligible, has
offered himself for re-appointment.
(2) Mr. Arun Sawhney was appointed as an Independent Director for the first term of
five years effective October 29, 2018. His office of directorship is due for retirement on
October 28, 2023. Based on the recommendation of the Nomination and Remuneration Committee
and after considering the performance evaluation of his first term of five years and
considering the knowledge, acumen, expertise, experience and the substantial contribution
he brings to the Board, the Committee has recommended the appointment of Mr. Arun Sawhney
to the Board for a second term of five years. The Board, at its meeting held on May 16,
2023, approved the re-appointment of Mr. Arun Sawhney as an Non-Executive, Independent
Director of the Company with effect from October 29, 2023 to October 28, 2028, whose
office shall not be liable to retire by rotation.
The Board recommends the above re-appointments to the shareholders. The notice
convening the 32nd AGM to be held on August 10, 2023, sets out the details.
In the opinion of the Board, the Directors re-appointed possess the integrity,
expertise and experience to perform their functions effectively in the Company.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act and the Listing Regulations.
The Board of Directors has complete access to the information within the Company.
Independent Directors have the freedom to interact with the Company's management.
Interactions happen during the Board / Committee meetings when executives of the Company
are asked to make presentations about the performance of the Company. Apart from this,
they also have independent interactions with the statutory auditors, the internal auditors
and external advisors appointed from time to time. Further, they meet without the presence
of any management personnel and their meetings are conducted to enable the Independent
Directors to discuss matters about the Company's affairs and put forth their combined
views to the Board of Directors of the Company.
Key Managerial Personnel
Dr. Krishna Prasad Chigurupati, Chairman and Managing Director, Dr. Kandiraju Venkata
Sitaram Rao, Joint Managing Director & CEO, Mrs. Lima Devi Chigurupati, Executive
Director, Mr. Harsha Chigurupati, Executive Director, Mr. Mukesh Surana, Chief Financial
Officer and Ms. Chaitanya Tummala, Company Secretary are Key Managerial Personnel of the
Company during the year under review.
However, Mr. Sandeep Neogi was the Key Managerial Personnel of the Company till he
resigned as the Chief Financial Officer of the Company.
BOARD EVALUATION:
The Company has devised a policy for the performance evaluation of the Independent
Directors, Board, Committees and other individual Directors and also includes criteria for
performance evaluation of the Non-Executive Directors and Executive Directors.
Pursuanttothe provisions of the Companies Act, 2013 read with the Rules issued thereunder
and the Listing Regulations (including any statutory modification(s) or reenactments) for
the time being in force), the process for annual evaluation of the performance of the
Board, its Committees and individual Directors was carried out.
The performance of the Board and individual Directors was evaluated by the Board after
seeking input from all the Directors. The criteria for performance evaluation of the Board
included aspects such as Board composition and structure, the effectiveness of Board
processes, contribution in long-term strategic planning, etc. The performance of the
Committees was evaluated by the Board after seeking input from the Committee Members.
In a separate meeting, the Independent Directors evaluated the performance of
Non-Independent Directors and the performance of the Board as a whole including the
Chairman of the Board.
EMPLOYEE STOCK OPTION SCHEME:
The Company's Employees Stock Option Schemes viz. ESOS- 2009 & ESOS-2017 have been
in place and the Company has made grants under ESOS-2009 & ESOS-2017 to the eligible
employees of the Company and its subsidiaries. The Nomination and Remuneration Committee
of the Board of Directors of the Company, inter alia, administers and monitors the
Employees' Stock Option Schemes. The Company did not make any grant under ESOS- 2017
during the FY 2022-23. There has not been any material change in the Employee Stock Option
Schemes during the financial year under review. The Schemes and their implementation are
in line with the SEBI (Share Based Employee Benefits) Regulations, 2021 ("SBEB
Regulations") as amended thereof.
The applicable disclosures as stipulated under the SEBI guidelines as of March 31,2023
(cumulative position) about the Employee's Stock Option Schemes are herein under-provided.
The issue of equity shares pursuant to the exercise of options does not affect the
Statement of Profit and Loss of the Company, as the exercise is made at the market price
prevailing as on the date of the grant plus taxes as applicable.
The Nomination and Remuneration Committee of the Board of Directors of the Company,
inter alia, administers and monitors the Employees' Stock Option Scheme. There has not
been any material change in the Employee Stock Option Schemes during the period under
review. The Schemes and their implementation are in line with the SEBI (Share Based
Employee Benefits) Regulations, 2021 ("SBEB Regulations") as amended thereof.
Under regulation 13 of the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2021, a certificate from M/s. Saurabh Poddar & Associates,
Practicing Company Secretaries is annexed herewith as Annexure-ll to the Board's
report.
The details of the stock options granted/vested/exercised under the Granules India
Limited - ESOS 2009 approved by the members in the 18th Annual General Meeting and
Granules India Limited -ESOS 2017 approved by the members in the 26th Annual General
Meeting, are given below:
|
Details of Scheme |
|
ESOS-2009 ESOS-2017 |
(a) Options granted till date under the scheme |
1,56,02,800 |
2,50,000 |
(b) Pricing formula |
Closing market price as on the date before the grant date on National
Stock Exchange (where there was the highest trading volume). |
(c) Options vested during the year |
3,06,980 |
75,000 |
(d) Options exercised during the year |
2,86,980 |
NIL |
(e) Total number of shares arising as a result of the exercise of options |
2,86,980 |
NA |
(f) Options lapsed/surrendered during the year |
3,48,000 |
1,00,000 |
(g) Options lapsed/surrendered to date under the scheme |
91,80,272 |
1,00,000 |
(h) Variation in terms of options |
NIL |
NIL |
(i) Money realized by exercise of options during the year |
2,78,37,060 |
NA |
(j) Total number of options in force |
64,22,528 |
1,50,000 |
(k) Employee wise details of options granted during the year to be exercised at |
NA |
NIL |
(k)(i) Senior managerial personnel |
NA |
NIL |
(k)(ii) Any other employee who receives a grant in any one year of options amounting
to 5% or more of options granted during the year. |
NA |
NIL |
(k)(iii) Identified employees who were granted an option, during any one year, equal
to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions)
of the company at the time of grant. |
NA |
NIL |
(I) Diluted Earnings per share (EPS) under the issue of shares on exercise of options
calculated by Accounting Standards - Earning per share. |
Rs. 20.30 per share |
(m) Where the company has calculated the employee compensation cost using the
intrinsic value of the stock options, the difference between the employee compensation
cost shall have been recognized if it had used the fair value of the options. |
Not Applicable |
(n) The weighted-average exercise price, whose exercise price either equals or exceeds
or is less than the market price of the stock |
Rs. 97.00/- per share |
NA |
(o) Description of the method and significant assumptions used during the year to
estimate the fair values of options. |
The assumptions and model used for estimating fair value are disclosed in
Note 27 of the Standalone financial statements. |
AUDITORS AND THEIR REPORTS:
Statutory Auditors
M/s. S.R. Batliboi & Associates LLP, Firm of Chartered Accountants, Hyderabad was
appointed as the statutory auditors of the Company for a term of 5 (five) consecutive
years, atthe 31st Annual General Meeting held on July 27, 2022. They have
confirmed that they are not disqualified from continuing as auditors of the Company.
The notes on the financial statement referred to in the auditors' report are
self-explanatory and do not call for any further comments. The auditors' report does not
contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor
The Board has appointed M/s. Saurabh Poddar & Associates, Company Secretaries, to
conduct a secretarial audit for the financial year 2022-2023. The secretarial audit report
for the financial year ended March 31, 2023 is annexed herewith as Annexure III to
the Board's report. The secretarial audit report does not contain any qualification,
reservation or adverse remark.
DISCLOSURES:
Meetings of the Board
Seven meetings of the Board of Directors were held during the year. The particulars of
meetings held and attended by each Director are detailed in the Corporate Governance
report, which forms part of this report.
Audit Committee
The Audit Committee is comprised of four (4) Members out of which three (3) are
Independent Directors and one (1) is an Executive Director. During the year under review,
six Committee meetings were held, details of which are provided in the Corporate
Governance report. During the year under review, there were no instances when the
recommendations of the Audit Committee were not accepted by the Board.
Whistleblower Policy and Vigil Mechanism
The Company has established a mechanism for Directors and employees of the Company to
report concerns about unethical behaviour, actual or suspected fraud, or violation of the
Code. It also provides for adequate safeguards against the victimization of employees who
avail the mechanism and allows direct access to the Chairperson of the Audit Committee in
exceptional cases. During the year, no person was denied access to the Audit Committee.
The Whistleblower policy may be accessed on the Company's website at
https://granulesindia.com/wp-content/ uploads/2022/06/Granules- India-Limited-whist
le-blower- policy.pdf
Code of Conduct
A declaration regarding compliance with the code of conduct signed by the Company's
Joint Managing Director & CEO is published in the Corporate Governance report which
forms part of the annual report.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the standalone financial statement (Please refer to Note No.4A, 4B and
26(b) to the standalone financial statement).
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to the conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are annexed
herewith as Annexure V to the Board's report.
Annual Return
Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as
of March 31, 2023 is placed on the website of the Company and may be accessed on the
Company's website at https://qranulesindia.com/investors/ notice-disclosures/annual-returns/.
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule5(1)of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed herewith as Annexure VI to the
Board's report.
In terms of the provisions of section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended thereof, a statement showing the names and other particulars of the employees
drawing remuneration over the limits set out in the said rules forms part of this report.
Considering the first proviso to section 136(1) of the Act, the annual report excluding
the aforesaid information is being sent to the members of the Company. The said
information is available for inspection by the members at the registered office of the
Company or through electronic mode during business hours on working days up to the date of
the forthcoming 32nd AGM of the Company. Any member interested in obtaining a
copy thereof may write to the Company Secretary in this regard.
The Directors further state that the remuneration paid to the Key Managerial Personnel
and Senior Management Personnel is as per the Company's Performance Evaluation and
Remuneration Policy.
Maintenance of Cost Records specified by the Central Government under Section 148 of
the Companies Act, 2013
The Company has complied with the provisions relating to the maintenance of Cost
Records as specified by the Central Government under Section 148 of the Companies Act,
2013 during the year under review.
Policy on Sexual Harassment and Constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has a Policy on "Prevention of Sexual Harassment of Women at
Workplace" for the matters connected therewith or incidental thereto covering all the
aspects as contained under the "The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013" and constituted an Internal
Complaints Committee undertheSexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
No complaints were pending at the beginning of the financial year. During the year
under review, one concern was reported which was investigated and appropriate action was
taken. No complaint was pending as at the end of the financial year.
The Company regularly conducts awareness programs for the employees.
GENERAL:
No disclosure or reporting is required in respect of the following matters as there
were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights asto dividend, voting or
otherwise.
Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except Employee Stock Option Scheme referred to in this report.
Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
The Company does not have any scheme of provision of money for the purchase of
its shares by employees or by trustees for the benefit of employees.
Cost Audit is not applicable for the financial year 2022-23.
No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in the future.
No fraud has been reported by the auditors to the Audit Committee or the Board.
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of a one-time settlement with any Bank or Financial
Institution.
ACKNOWLEDGEMENTS:
We express our sincere appreciation and thank our valued shareholders, customers,
bankers, business partners/ associates, analysts, financial institutions, insurance
companies and Central and State government departments for their continued support and
encouragement of the Company.
We are pleased to record our appreciation of the sincere and dedicated services of the
employees and workmen at all levels.
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On behalf of the Board of Directors |
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Dr. Krishna Prasad Chigurupati |
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Chairman and Managing Director |
Hyderabad, May 16, 2023 |
DIN: 00020180 |
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