Ahlcon Parenterals India Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the 30^th Annual Report on the business and operations of the Company for the financial year ended 31^st March 2022.

FINANCIAL RESULTS

( in lacs)

FOR THE YEAR ENDED	31.03.2022	31.03.2021
	CURRENT YEAR	PREVIOUS YEAR
Total Revenue	18,027.36	13,372.12
Profit before Finance Cost,
Depreciation &. Amortisation and Tax	3118.59	565.35
Finance Cost	2550.01	2,597.98
Profit/(Loss) before, Depreciation &. Amortisation and Tax	568.58	(2,032.63)
Depreciation & Amortisation	2547.10	2,670.13
Profit before Tax	(1978.52)	(4,702.76)
Tax Expense	-	-
Profit/(Loss) after Tax	(1978.52)	(4,702.76)
Balance brought forward from previous year	(11,199.37)	(6,496.61)
Profit/(Loss) available for appropriation	(13,177.89)	(11,199.37)
Loss carried forward	(13,177.89	(11,199.37)

OPERATIONAL PERFORMANCE

Your Directors present the Operational performance of the company, which in the company has achieved a total revenue of .18,027.36 lacs as compared to the previous year revenue of .13,372.12 lacs, hereby register a growth of 34.81%, primarily due to the sales have increased in current year whereas lower sale s on account of disruption caused by the COVID 19 pandemic. in P. Y.

The companys Net Loss during the year recorded .1,9780.52 lacs as compared to previous year figure loss of .4,702.76lacs.

During the year under review and inspite of all challenges in respect to covid 19, engagement of manpower, Increase cost of Raw materials, packing materials , transportation, power, fuel cost and procurements cost etc, your directors are putting their constant effort and thrust on productivity enhancement, cost optimization and customer satisfaction by producing their quality products enabling continues growth track, in the operational results of the company.

SHARE CAPITAL STRUCTURE

The present Authorized Share Capital of the Company is .180,000,000/- (Rupees Eighteen Crores Only) divided into 11,000,000 (one crore and ten lacs ) Equity Shares of .10/- (Rupees Ten) each and 7,000,000( Seventy Lacs) Preference Shares of .10 each.

The present issued, subscribed and paid up capital of the Company is .72,001,500 (Rupees Seven Crore Twenty lacs and One Thousand Five Hundred Only) divided into 7,200,150 Equity Shares of.10/- (Rupees Ten) each.

DIVIDEND

While approving the Final Accounts Statements for the year ended on 31^st March 2022, the company having Loss of .1,978.52 lacs and the Board has not recommended any dividend on the Equity Shares.

EARNING PER SHARE

Loss per Share is .27.48 as compared to the previous years figure of .65.31 hereby loss per per share has decreased by .37.83 as compare to the previous year.

MATERIAL CHANGES DURING THE FINANCIAL YEAR TO WHICH THE BALANCE-SHEET RELATES:

MATTER PENDING BEFORE NCLT FOR REDUCTION OF SHARE CAPITAL

It was discussed before the board that an exit opportunity will be given by B. Braun Singapore Pte. Ltd. Promoter Shareholder/company to the remaining public shareholders, including in respect of the equity shares held in IEPF, collectively Non-Promoter Shareholders, who, owing to various reasons could not tender their shares in the delisting offer in the year 2015. Despite adopting the delisting process, the Company still has more than thousands of (1,681) Non-Promoter Shareholders and their investments in the form of equity shares in the Company has become illiquid and non-marketable.

It is hereby submitted that certain Non-Promoter Shareholders of the Petitioner Company are repeatedly requesting the Petitioner Company for providing them exit from the Petitioner Company and giving them liquidity of their investments in their hands which is hitherto stuck after the Petitioner Company got delisted.

So the audit committee and board approved the proposal of reduction of share capital on 3.12.2021 and in order to comply with the provisions of section 66 and any other applicable provisions of the Act, the Company has obtained approval from its shareholders by way of postal ballot in the month of Jan 2022 and file the petition before NCLT under section 66 read with section 55 and/ or section 52 of the Companies Act, 2013 for obtaining the confirmation of this Honble Bench of National Company Law Tribunal, New Delhi and regulatory authorities for the proposed reduction of issued, subscribed and paid-up equity share capital of the Company. The matter still pending before the tribunal for consideration and pronouncement of order.

EXPORTS

The Company and your directors are putting constant efforts for increasing the export sales component on the total turnover to mitigate the risk posed by various domestic markets and factors, which are resulting into price discrimination, increase of inward and outward transportation cost, cut throat competition, Import of basic Raw Materials and entry of new entities in the market, government price regulatory mechanism.

Further plans are underway to increase the direct and indirect exports to various countries. During the year under review the export sales increase to .2,485.27lacs (Net off rebates & returns) as compared to the previous years figure of .1,851.72lacs (Net off rebates & returns) thereby increasing the export performance by .633.55 lacs (34.21%).

In our previous reports, it was informed that to further expand the companys export activities, your company is in the process of registration of its new product dossiers, in both the regulated as well as unregulated markets and the registration formalities with number of countries are well in progress. We have obtained orders from some parties and as some countries registration process is in the pipeline and hence soon after these registration certificates are obtained, company shall be able to grab the export earnings by exporting to those countries.

BANKERS

We are banking with the Deutsche Bank which have been providing financial assistance to our company for various purposes and for which we express our hearty commends.

DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) ofSection 149 ofthe CompaniesAct, 2013. In accordance with the provisions of the Companies Act, and Articles of Association of the company, Mr. Gabriel Sabate (DIN:08518258), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review, Mr. Krzysztof Przemyslaw Kolodziejski appointed as a CFO with effect from 10/01/ 2022 in place of Mr. Gabriel Sabate and appointed as a Director to the board of the Company with effect from 23.05.2022 subject to approval of shareholders in the ensuing Annual General Meeting.

Necessary resolutions seeking the approval of the shareholders for the aforesaid appointment & reappointment of directors, form part of the notice, convening the Annual General Meeting.

BOARD OF DIRECTORS

The Board is having an appropriate composition of Directors. All the Directors are equipped with variety of perspectives and skills, to ensure effectiveness of the Board, facilitating efficient discharge of duties and adding value in the context of the Companys circumstances. The performance evaluation of independent directors is done by the board of director, excluding the directors being evaluated.

a) COMPOSITION OF BOARD OF DIRECTORS

The board comprise the following Directors:

1. Mr Andreas Walde, Chairman

2. Mr Indranil Mukherjee, Managing Director

3. Mr. Christoph Mueller, Director

4. Mr. Arun Kumar Gupta, Independent Director

5. Dr. S.C.L Gupta, Independent Director

6. Dr. S. S Arora, Independent Director

7. Mr. Gabriel Sabate Parayre, Director

8. Krzysztof Przemyslaw Kolodziejski *

*Mr. Krzysztof Przemyslaw Kolodziejski, appointed as a director with effect from 23.05.2022.

b) NUMBER OF MEETINGS OF THE BOARD

Six Board Meetings of the Company were held during the year on the following dates:

1.21.04.2021 II .04.06.2021 III .27.07.2021 IV .01.11.2021 V. 3.12.2021 & VI. 27.01.2022

AUDIT COMMITTEE

The Audit Committee is having an appropriate composition of members. The Board has constituted an Audit Committee comprising with minimum number of Independent directors, Mr. Arun Kumar Gupta, an Independent Director and a Chartered Accountant by profession, as the Chairman of the Committee. The role and powers of the audit committee as stipulated by the Board in accordance with Sec 177 of the Companies Act, 2013.

The Board reconstituted the committee with the following members:

NAME OF THE DIRECTOR	DESIGNATION	NATURE OF DIRECTORSHIP
Mr. Arun Kumar Gupta	Chairman	Independent Director
Dr. S. C.L. Gupta	Member	Independent Director
Dr. S. S. Arora	Member	Independent Director
Mr. Andreas Walde	Member	Chairman
Mr. Indranil Mukherjee	Member	Managing Director
Mr. Christoph Mueller	Member	Director

Statutory Auditors and the Internal Auditors of the Company were also invited to attend the Audit Committee meetings along with the Incharge of Finance and Company Secretary. As per the need, other key functionaries of the company were also invited to attend the meetings.

Under Sec 177 (4) Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include,

(i) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(ii) Review and monitor the auditors independence and performance, and effectiveness of audit process;

(iii) Examination of the financial statement and the Auditors report thereon;

(iv) Approval or any subsequent modification of transactions of the company with related parties;

(v) Scrutiny of inter-corporate loans and investments;

(vi) Valuation of undertakings or assets of the company, wherever it is necessary;

(vii) Evaluation of internal financial controls and risk management systems;

(viii) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may discuss any related issues with the internal and statutory auditors and the management of the company.

The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the Auditors report but shall not have the right to vote.

The Boards report under sub-section (3) of section 134 shall disclose the composition of an Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report along with the reasons therefor.

The committee meets from time to time with the terms of reference specified in writing by the Board which shall, inter alia, include other activates as specified under Sec. 177 (4) of the Companies Act 2013.

During the year under review, three Audit Committee Meetings of the Company were held as below: :

I. 27.07.2021 II. 3.12.2021 & III. 27.01.2022.

c) VIGIL MECHANISM

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct. The company group have in place the vigil mechanism policy and company already follow the same.

d ) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions under the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts for the financial year ended 31^st March, 2022 on a going concern basis; and

5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

e) A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149.

Every independent director shall give disclosure at their first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, give a declaration that he meets the criteria of independence.

THE EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92.

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2022 made under provisions of Section 92(3) of the Act is attached as "Annexure III " which forms part of this Report.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178.

The Nomination and Remuneration Committee shall, while formulating the policy under sub-section (3) confirmed that -

(a) In the Company, the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company succe ssfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

The Board has set up a Nomination & Remuneration Committee to formulize companys policy on remuneration packages of the executive directors and determine the same from time to time.

The Committee has been reconstituted by the board on 23.11.2017 after change of management and the composition.

NAME OF THE DIRECTOR	DESIGNATION	NATURE OF DIRECTORSHIP
Dr. S. C.L. Gupta	Chairman	Independent Director
Mr. Arun Kumar Gupta	Member	Independent Director
Dr. S. S. Arora	Member	Independent Director
Mr. Andreas Walde	Member	Chairman
Mr. Indranil Mukherjee	Member	Managing Director
Mr. Christoph Mueller	Member	Director

During the year 2021-22 under review no remuneration committee meeting was held due to no remuneration paid to the executive directors.

Statement of sitting fees paid to Independent Directors for the year 2021-22 and their shareholding position as on 31.03.2022

NON EXECUTIVE DIRECTOR	SITTING FEES ? LACS.	SHARE HOLDING
Mr. Arun Kumar Gupta	2.25	NIL
Dr. S. S. Arora	2.00	NIL
Dr. S. C. L. Gupta	2.25	NIL

The above figures are inclusive of fees paid for the attendance of the Committee meetings excluding GST.

The committee meet from time to time for formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

INTERNAL FINANCIAL CONTROL

Your directors confirm having laid down internal financial control and that such internal financial controls are adequate and were operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The company disclosed that Sec-186 is not applicable to the company and the company has not given any loans, made any investment or provided any Security/ Guarantee to any other company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188.

All Related Party Transactions that were entered into during the financial year were on arms length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee and Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained therein.

The Company has formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions.

The Company in the ordinary course of its business, enters transactions relating to purchase, transfer or receipt of products, goods, active pharmaceutical ingredients, materials, services, other obligations from B. Braun Group companies, who is a Related Party within the meaning Section 2 (76) of the Act. Details of related parties and Transactions with related parties for the year 2021-22were also provided in the note no. 37 of the annual accounts 2021-22.

DEPOSITS

The Company has not accepted any deposit under Section 73 of the Companies Act, 2013.

RISK MANAGEMENT

This Risk Management Policy is a formal acknowledgement of the commitment of the company to risk management. The aim of the policy is not to have risk eliminated completely from Companies activities, but rather to ensure that every effort is made by the company to manage risk appropriately to maximise potential opportunities and minimise the adverse effects of risk.

Policy Objectives

To confirm and communicate the companys commitment to risk management to assist in achieving its strategic and operational goals and objectives.

To formalize and communicate a consistent approach to manage risk for all departmental activities and to establish a reporting protocol.

To ensure that all significant risks to the company are identified, assessed and where necessary treated and reported to the committee.

To assign accountability to all staff for the management of risks within their areas of control.

To provide a commitment to staff that risk management is a core management capability.

Scope of the Policy

Risk is an inherent aspect of all Companys, administrative and commercial business activities. Sound risk management principles must become part of routine management activity across the company. The key objective of this policy is to ensure the company has a consistent basis for measuring, controlling, monitoring and reporting risk across the company at all levels.

In addition to the above the company also follows the Group Risk Manual for the best interest of the Company with effect from 1^st April, 2016. The Risk data periodically review by the board in their meeting and updated in the Group Risk Portal (R2C) from time to time.

CORPORATE SOCIAL RESPONSIBILITY

The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, the Company has already constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Policy adopted by the Board of Directors. The CSR Committee decided to implement the programmes as per the CSR project report and increase focus on healthcare, environment, skill development, cleanness and education in the years ahead.

The average result of preceding three financial years 2018-2019, 2019-2020 and 2020-2021 was Loss and the CSR obligations for current year is Rs. NIL.

During the year 2021-22 under review there is no obligation on CSR under Section 135 of the Companies Act 2013 and no CSR contribution was made by the Company.

Details of Annual Report on CSR activities as per Annx. I.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) and associates are covered under this policy. The company has been conducted a POSH training programme in the Plant and Delhi office on periodically basis to bring more awareness among the employees and ICC members etc. The Company did not receive any complaint during preceding calendar year 2021.

CORPORATE GOVERNANCE

The Good Corporate Governance practices have been adopted by Ahlcon Parenterals (India) Ltd. and the same is being continuously reviewed to ensure that they adhere to the latest corporate developments and conform to the best corporate governance ethics.

STATE OF COMPANYS AFFAIRS

A brief state of companys affairs as given below aims to be helpful to the Shareholders of the company and provide them with an in-depth Analysis o f the business pro spects.

Ahlcon Parenterals (India) Limited (a B Braun Group Co), promoted by B Braun Singapore Pte Ltd, holding shares of 96.12% of the paid up share capital of the Company and is one of the leading Manufacturing Company in the Indian Pharmaceutical Industry. The Companys revenues are mainly from Contract Manufacturing, Institutional sales and ethical sale of branded-generic and unbranded generic manufactured pharmaceutical products. A further break down of pharmaceutical sales can be done as, Domestic formulations (comprising branded pharmaceuticals formulations sold in the domestic market), Contract manufacturing (comprising sourcing, manufacturing and supplying pharmaceutical formulations to giant pharma company under their brand name) and direct export to international market comprising exports of branded and generic manufactured pharmaceutical formulations. The operating costs primarily comprise raw and packing materials, purchase of finished goods, staff cost, selling and marketing expenses, manufacturing, Research & Development expenses and general overheads.

COVID 19

The Companys management has assessed the impact (including liquidity position) due to COVID-19 pandemic on the operations ofthe Company and considering the current situation, have concluded that it does not have material impact on the operations and the financial position of the Company.

AUDITORS REPORT

The remarks referred to in the Auditors Report are self-explanatory except on the observation of disputed tax/other demand mentioned at Annexure B to their report, the company has already preferred appeals before the appellate authorities against the said demand of the respective department. Company has reasonable grounds to believe that the appellate authorities shall pass orders in favour of the company.

AUDITORS

V. B. Goel & Co, Chartered Accountants, (Firm Registration No 115906W) be and are hereby appointed as a Statutory Auditors of the Company by the board for a period of 5 years commencing from the conclusion of 30 Annual General Meeting till the conclusion of 35^t Annual General Meeting, subject to approval of shareholders in the ensuing Annual General Meeting of the Company.

Further, consequent to amendment in section 139 of Companies Act, 2013 vide MCA notification SO 1833(E), dated 7* May, 2018, ratification of appointment of Statutory Auditors in every Annual General Meeting is no longer required.

COST AUDITORS

The Board of Directors reappointed M/s Kabra and Associates, Cost Accountant, New Delhi, holding valid certificate of practice no. 000075 as the Cost Auditor for conducting the Cost Audit for the financial year 2022-23 with a remuneration of .100,000/- along with pocket expenses settled mutually. The Audit Committee of the company recommended to the board for their reappointment for the Financials year 2022-23 in accordance with Companies (Audit and Auditors) Rules, 2014, and relevant notification issued by the Ministry of Corporate Affairs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, in the annexure forming part of this report.

SECRETARIAL AUDIT

As per Section 204 of the Companies Act, 2013 and recent amendments of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 Dated 03 January, 2020, effective from on or after 1^st April, 2020, The Board appointed M/s Kundan Agarwal and Associates, Company Secretaries having FRN S2009DE113700, as Secretarial Auditor of the company to conduct audit of the secretarial and other related records, in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2021-2022."

The Secretarial Auditors has issued an unqualified Audit report in the form MR 3 for the year financial year 2021-2022, which is a part of Board Report as per Annexure -II.

PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration exceeding the specified limits. Hence, disclosure under section 134 of the Companies Act, 2013 read with companies (Appointment and Remuneration of Managerial Personal) Rules 2014, is not required.

INDUSTRIAL RELATION

During the year under review industrial relations at plant locations remained harmonious. Your Company emphasizes on the safety & engagement of people working in its premises. Structured safety meetings, & recognition events were held through the year. The Company continued to maintain very healthy, cordial and harmonious industrial relations at all levels and your Directors wish to place on record their appreciation for the contributions made by the employees at all levels and take this opportunity to thank all employees for their hard work, dedication and commitment.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Banks and Investors for their unstinted support, assistance and valuable guidance. Last but not the least, the directors wish to place on record their deep sense of appreciation for the devoted service of the Executives, Staff and workers of the company at all levels.

	For and on behalf of the Board of Directors
Place: Mumbai	Indranil Mukherjee	Krzysztof Przemyslaw Kolodziejski
Dated i 3008-2022	Managing Director	Director
	DIN:06692898	DIN:09547383