To,
The Members,
rd
Your Directors have pleasure in placing before you the 63 Annual Report
of the Company along with the Accounts for the Financial Year ended March 31, 2023:
FINANCIAL HIGHLIGHTS
| Accounting Year |
2022-23 |
2021-22 |
| Revenue from Operations |
52,749 |
48,665 |
| Other Income |
611 |
519 |
| Pro t before interest, depreciation and taxation |
5,739 |
5,204 |
| Interest |
22 |
96 |
| Depreciation |
970 |
1,196 |
| Provision for taxation (net) |
1129 |
856 |
| Pro t after tax |
3,618 |
3,056 |
| Pro t and Loss Account balance B/f |
9,318 |
7,614 |
| Income Tax adjustment of earlier years |
- |
- |
| Pro t available for Appropriation |
12,936 |
10,670 |
| Transfer to General Reserve |
700 |
600 |
| Interim Dividend |
- |
- |
| Final Dividend |
877 |
752 |
| Balance carried to the Balance Sheet |
11,359 |
9,318 |
DIVIDEND
For the year under review, the Directors have recommended Final
Dividend of Rs. 2.00 per share i.e. @ 40% (Rs.1.75/- per share i.e. @ 35% 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. 1,002 lakhs as compared to Rs. 876.96 lakhs during the
previous year.
OPERATIONS
The revenue from operations for the year ended March 31, 2023 amounted
to Rs. 52,749 lakhs as against Rs. 48,665 lakhs for the previous year. Thus the income
from operations of the Company has increased by about 8.39 % as compared to last
year?s revenue from operations.
During the year 2022-23 pro t before tax as compared to last year has
increased by 21.34 % from Rs. 3,912 lakhs to Rs. 4,747 lakhs and pro t after tax has
increased by 18.38 % from Rs. 3,056 lakhs to Rs. 3,618 lakhs.
THE AMOUNT, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
During the Financial Year ended March 31, 2023, the Company proposes to
transfer Rs. 7 Crores to general reserves.
SHARECAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March, 2023
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 di erential 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 modi cations(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 noti ed by the Ministry of Corporate A airs.
In terms of the IEPF Rules, Rs. 96,550/- amount of unpaid/unclaimed
dividends and 1424 shares were transferred during the nancial year 2022-23.
EXPORTS
Exports for the year ended March 31,2023 have increased by about 26.92
% from Rs. 22,798 lakhs to Rs. 28,935 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 United States Food and Drug
Administration (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. Bipin Shah Director of the Company shall be liable to retire by
rotation at the ensuing 63 Annual General Meeting and being eligible have o ered himself
for re-appointment.
Please note that Mr. Lalitkumar P Shah, Director resigned w.e.f. 10
February, 2023 due to ill health and age of 88 years.
KEY MANAGERIAL PERSONNEL
Board of Directors of the Company (the "Board") at its
Performance Evaluation Meeting on Friday, 6 January, 2023, noted the resignation of Mr.
Bharat Gangani, from the post of Company Secretary and Compliance O cer of the Company.
The Company already made an intimation regarding the resignation of Mr. Bharat Gangani as
a Company Secretary and Compliance O cer to the Stock Exchange on 13 January, 2022.
Based on the recommendation of Nomination and Remuneration Committee,
the Board of Directors of the Company at their meeting held on 6 January, 2023, approved
the appointment of Mr. Hemant Auti having Membership no. A51703 w.e.f. 7, January, 2023 as
the Company Secretary and Compliance O cer of the Company and shall be designated as the
Key Managerial Personnel of the Company.
Therefore, as on March 31, 2023, Mr. Ritesh Shah, Joint Managing
Director, Mr. Vivek Shah, Joint Managing Director, Mr. Darshan Rampariya, Chief Financial
O cer and Mr. Hemant Auti, Company Secretary & Compliance O cer 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 Quali cations 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 nancial statements for the
year ended March 31, 2023, 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 a airs of the Company at the end of the
nancial year viz. March 31, 2023 and of the pro t or loss of the Company for the year
ended on that date. iii) That the Directors had taken proper and su cient 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 nancial controls were in place and that the
nancial controls were adequate and were operating e ectively.
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 e
ectively.
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 Company?s shares are listed with BSE Limited and the Company
has paid the necessary listing fees for the Financial Year 2023-24.
DEPOSITS
The Company has not accepted or renewed any 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 nancial 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 5 (Five) 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 Chairperson?s 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 FOR INDEPENDENT DIRECTORS
Familiarisation Programme has been carried out by the Company for the
Independent Directors, details of which has been uploaded on the Company?s 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
Company?s competitive advantage. The business risk framework de nes the risk
management approach across the enterprise at various levels including documentation and
reporting. The framework has di erent 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 nancial controls with reference to
the nancial statements. The Company has adopted policy on internal nancial control system
for proper observation of internal nancial 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 Company?s 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 Company?s 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 noti ed. 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 Company?s 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 Company?s 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 Company?s website.
Archival Policy
This Policy is framed in compliance with the Regulation 30 of the
Listing Regulations, 2015. The policy is uploaded on the Company?s 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. Hemant Auti, Company Secretary and Compliance O cer 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 Company?s
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
nancial year were on an arm?s 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 Company?s 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 signi cant 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 62 Annual General Meeting held on
August 5, 2022 to hold o ce from the conclusion of the 62 Annual General Meeting till the
conclusion of the 67 Annual General Meeting i.e. from F.Y.2022-23 to F.Y. 2026-27.
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 nancial year 2023-24 at a remuneration of 1,20,000/- (Rupees One Lakh
Twenty Thousand Only) plus GST as applicable and reimbursement of out of pocket expenses
as may be incurred by him for conducting the Cost Audit for the nancial year 2023-24.
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 certi cates with
respect to compliance with the conditions speci ed 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 rati ed by the Members of the Company.
Accordingly, a resolution seeking Members? rati cation for the remuneration payable
to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.
The Company has led the Cost Audit Report for the nancial year ended
March 31, 2022 submitted by Ankit Chande, Cost Auditor on August 29, 2022. The Cost Audit
Report for the nancial year ended March 31, 2023 shall be led 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, 2023 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.
During the year under review, the Company has complied with all the
applicable provisions of the Secretarial Standards.
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 O cers 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 con dence.
|
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By Order of the Board |
|
|
Jasvantlal G. Shah |
|
|
Chairman |
|
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(DIN: 00372600) |
| Registered O ce: |
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| 3-A, Shiv Sagar Estate, North Wing, |
|
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| Dr. Annie Besant Road, |
|
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| Worli, Mumbai - 400 018 |
|
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| Place |
: Mumbai. |
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| Date |
: May 19, 2023 |
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+91-9892691696
