Anuh Pharma Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in placing before you the 62nd Annual Report of the Company along with the Accounts for the Financial Year ended March 31, 2022:

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

Accounting Year 2021-22 2020-21
Revenue from Operations 48,665 43,196
Other Income 519 1,054
Profit before interest, depreciation and taxation 5,204 5,512
Interest 96 149
Depreciation 1,196 1,508
Provision for taxation (net) 856 1,011
Profit after tax 3,056 2,844
Profit and Loss Account balance B/f 7,614 5,370
Income Tax adjustment of earlier years - -
Profit available for Appropriation 10,670 8,214
Transfer to General Reserve 600 600
Interim Dividend - -
Tax on Interim Dividend - -
Final Dividend 752 -
Tax on Final Dividend - -
Balance carried to the Balance Sheet 9,318 7,614

DIVIDEND

For the year under review, the Directors have recommended Final Dividend of Rs. 1.75 per share i.e. @ 35% (Rs.1.50/- per share i.e. @ 30% for the previous year) on Equity Shares of face value of Rs. 5/- (Rupees Five) each of the Company. The total dividend outgo shall be Rs. 876.96 lakhs as compared to Rs. 751.68 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended March 31,2022 amounted to Rs. 48,665 lakhs as against Rs. 43,196 lakhs for the previous year. Thus the income from operations of the Company has increased by about 12.66 % as compared to last years revenue from operations.

During the year 2021-22 profit before tax as compared to last year has increased by 1.48 % from Rs. 3,855 lakhs to Rs. 3,912 lakhs and profit after tax has increased by 7.47 % from Rs. 2,844 lakhs to Rs. 3,056 lakhs.

THE AMOUNT, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the Financial Year ended March 31, 2022, the Company proposes to transfer Rs. 6 Crores to general reserves.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2022 was Rs. 25,05,60,000 crore comprising of 5,01,12,000 equity shares of Rs. 5 each. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity.

TRANSFER TO IEPF

In accordance with the provisions of Section 124, 125 & other applicable provisions, if any of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as IEPF Rules) (including any statutory modifications(s) or re-enactments(s) thereof for the time being in force) the amount of dividend remaining unpaid or unclaimed is required to be transferred to IPEF, maintained by the Central Government.

Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended ("IEPF Rules") all the shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to demat account of the IEPF authority as notified by the Ministry of Corporate Affairs.

In terms of the IEPF Rules, no amount of unpaid/unclaimed dividends and shares were transferred during the financial year 2021-22 to the IEPF.

EXPORTS

Exports for the year ended March 31,2022 have increased by about 3.90 % from Rs. 21,942 lakhs to Rs. 22,798 lakhs.

CURRENT OUTLOOK

We are pleased to inform you that European Directorate of Quality Medicine has restored all our regulatory approvals i.e. Erythromycin Base, Erythromycin Ethyl Succinate, & Pyrazinamide. Similarly, WHO PQ Geneva authorities have restored our regulatory status for Pyrazinamide and Sulfadoxine.

Additionally, we were inspected by USFDA and are pleased to inform you that we have passed USFDA inspection without any observations.

We have also received CEP for Ambroxol Hydrochloride from EDQM.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDC, and after receiving Environmental Clearance from Government of Maharashtra, we have successfully commissioned our new expansion project in December 2019.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Bharat N. Shah Director of the Company shall be liable to retire by rotation at the ensuing 62nd Annual General Meeting and being eligible have offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Board of Directors of the Company (the "Board") at its Performance Evaluation Meeting on Friday, 21st January, 2022, noted the resignation of Ms. Ashwini Ambrale, from the post of Company Secretary and Compliance Officer of the Company. The Company already made an intimation regarding the resignation of Ms. Ashwini Ambrale as a Company Secretary and Compliance Officer to the Stock Exchange on 13th January, 2022.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 4th February, 2022, approved the appointment of Mr. Bharat Gangani having Membership no. A51420 w.e.f. 04, February, 2022 as the Company Secretary and Compliance Officer of the Company and shall be designated as the Key Managerial Personnel of the Company.

Therefore, as on March 31, 2022, Mr. Ritesh Shah, Joint Managing Director, Mr. Vivek Shah, Joint Managing Director, Mr. Darshan Rampariya, Chief Financial Officer and Mr. Bharat Gangani, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013-

i) That in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That 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 viz. March 31, 2022 and of the profit or loss of the Company for the year ended on that date.

iii) That the Directors had taken proper and sufficient care 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.

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015).

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

LISTING ON THE STOCK EXCHANGE

The Companys shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2022-23.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company including Managing Director and Whole Time Directors were in receipt of remuneration in excess of the limits set out in the said rules.

MEETINGS

During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of the Annual Report. The maximum interval between any two Meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairpersons as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS

Familiarisation Programme has been carried out by the Company for the Independent Directors, details of which has been uploaded on the Companys website i.e. www.anuhpharma.com.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted Financial Risk Management Policy.

INTERNAL FINANCIAL CONTROL

The Company has in place internal financial controls with reference to the financial statements. The Company has adopted policy on internal financial control system for proper observation of internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named whistle blower policy in accordance with section 177(9) of the Companies Act, 2013 and Listing Regulations, 2015, to deal with instance of fraud and mismanagement, if any. The vigil mechanism/whistle blower policy is uploaded on the Companys website i.e. www.anuhpharma.com.

Nomination and Remuneration Policy

The Board has framed a Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration on the recommendation of the Nomination & Remuneration Committee. The Nomination and Remuneration Policy is uploaded on the Companys website i.e. www.anuhpharma.com.

Policy against sexual harassment of Woman at workplace

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

A policy for prevention of Sexual Harassment of Women at workplace has been adopted and Internal Complaints Committee was also constituted by the Board of Directors of the Company. The policy and the composition of Internal Complaints Committee are uploaded on the Companys website.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Policy for Preservation of Documents

In terms of Regulation 9 of the Securities Exchange Board of India Listing Regulations, 2015 the Board has adopted this Policy for Preservation of Documents. To determine preservation period for records/documents based on their reference value and legal requirements. The Policy is uploaded on the Companys website.

Policy for Determination of Materiality of any Event or Information

In pursuance of Regulation 30 of the Listing Regulations, 2015, the Company has adopted the policy for determination of materiality of any event or information based on the criteria mentioned in the said regulation ("Material Information") and that the information has been and is being promptly forwarded to the Stock Exchange. The Policy is uploaded on the Companys website.

Archival Policy

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations, 2015. The policy is uploaded on the Companys website.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION

The Company has authorized Mr. Ritesh Shah, Joint Managing Director and Mr. Bharat Gangani, Company Secretary and Compliance Officer of the Company for the purpose of determining the materiality of an event or information and for making disclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure - 1" to the Directors Report.

CASH FLOW STATEMENT

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Jasvantlal G. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin N. Shah, Vice Chairman & Non - Executive Director and Mr. Arun L. Todarwal, Non-Executive Independent Director. The CSR policy of the Company is uploaded on the Companys website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 i.e. CSR Report is annexed as "Annexure - 2" to the Directors Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is available on the website of the Company at www.anuhpharma.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companys website.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure - 3" to the Directors Report.

RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DISCLOSURES

The table containing the names and other particulars of ratio of Directors Remuneration to Median Employees Remuneration in accordance with the provisions of 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 annexed as "Annexure - 4" to the Directors Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is a part of this report.

CORPORATE GOVERNANCE

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration Number 104133W), were appointed as Statutory Auditors of the Company in the 57th Annual General Meeting held on September 22, 2017 to hold office from the conclusion of the 57th Annual General Meeting till the conclusion of the 62nd Annual General Meeting of the Company.

COST AUDITORS & COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed CMA Mr. Ankit Kishor Chande, having Membership No. 34051 for conducting the audit of cost records of bulk drugs maintained by the Company for the financial year 2022-23 at a remuneration of 1,20,000/- (Rupees One Lakh Twenty Thousand Only) plus service tax as applicable and reimbursement of out of pocket expenses as may be incurred by her for conducting the Cost Audit for the financial year 2022-23.

In view of the requirements of Section 148 of the Companies Act, 2013, the Company has obtained from the Cost Auditor written consent along with certificates with respect to compliance with the conditions specified under Rule 6(1A) of the Companies (cost records and audit) Rules, 2014.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31, 2021 submitted by Ankit Chande, Cost Auditor on August 27, 2021. The Cost Audit Report for the financial year ended March 31, 2022 shall be filed in due course.

SECRETARIAL AUDITOR

The Secretarial Audit Report (Form No. MR-3) issued by Sanjay Doshi and Associates. Practicing Company Secretaries., Secretarial Auditor of the Company for the year ended March 31, 2022 is annexed as "Annexure - 5" to the Directors Report. The Annual Secretarial Compliance Report has been submitted to the stock exchange within the prescribed time.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

Registered Office: By Order of the Board
3-A, Shiv Sagar Estate, North Wing, Sd/-
Dr. Annie Besant Road, Jasvantlal G. Shah
Worli, Mumbai - 400 018 Chairman
Place : Mumbai. (DIN: 00372600)
Date : May 14, 2022