Bharat Parenterals Ltd Directors Report.

To the Members,

Bharat Parenterals Limited, Vadodara

Your Directors have pleasure in presenting the 28th Annual Report of the Company together with the Audited Statements of Accounts (Standalone and Consolidated) showing the financial position of the Company for the Financial year ended March 31, 2021.

1.FINANCIAL RESULTS:

The Company’s financial performance for the year under review along with previous year’s figures is given here under (Rs.in lakhs)

PARTICULARS FOR THE YEAR ENDED ON FOR THE YEAR ENDED
31.03.2021 ON 31.03.2020
Net Income from Business Operations 20366.68 22632.95
Other Income 867.04 1148.03
Total Income 21233.72 23780.98
Profit / (loss) before Depreciation 3304.84 4083.54
Less Depreciation 602.94 588.22
Profit after depreciation and Interest 2701.90 3495.32
Less Tax Expenses: 680.84 865.26
Net Profit after Tax 2021.05 2630.06

2. DIVIDEND

No Dividend was declared for the current financial year taking into consideration certain future expansion plans.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND: The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. FINANCIAL PERFORMANCE AND OPERATION’S REVIEW

During the year under review, the company generated gross income of Rs. 21233.72 lakhs, earned gross profit of Rs. 2701.90 lakhs and net profit of Rs. 2021.05 lakhs as against gross income of Rs. 23780.98 lakhs, gross profit Rs. 3495.32 lakhs and net profit Rs. 2630.06 lakhs of previous year. As it can be seen, your company growth is declined by

10.71 % during year 2020-21 due to the pandemic of COVID-19 and aims for further growth in future.

5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF BOARD REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which the report relates and the date of the report.

6. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors of the Company is in compliance with the provisions of Companies Act, 2013 and Rules thereto and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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. Hemang J. Shah, Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Following appointments and Cessations were made during the year:

APPOINTMENTS/REAPPOINTMENT:

a. Mr. Mukeshbhai Jivrajbhai Patel (DIN: 00410134 ) is appointed as an Additional Non-Executive Independent Director of the Company, in the meeting of Board of Directors held on 26th September, 2020, based on the recommendation of the members of the Nomination and Remuneration Committee and entitled to hold the office upto the 28th Annual General Meeting of the company. The Company had received notice under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company. Your Board has recommended his appointment in the ensuing Annual General Meeting for 5 years.

b. Mr. Sanjay Shah (DIN:08899131) is appointed as an Additional Non-Executive Director of the Company, in the meeting of Board of Directors held on 02nd October, 2020, based on the recommendation of the members of the Nomination and Remuneration Committee and entitled to hold the office upto the 28th Annual General Meeting of the company. The Company had received notice under Section 160 of the Companies Act, 2013 from him proposing his candidature for the office of Director of the Company. Your Board had recommended his appointment in the ensuing Annual General Meeting .

c. Furthermore, Ms. Lubhanshi Jhalani has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 26th September, 2020.

d. Mr. Shailsh Gabhawala (DIN: 07884641) appointed as the Independent Director of the company w.e.f. 03rd August, 2017 for a term of 5 years. The Company had received notice under Section 160 of the Companies Act, 2013 from him proposing his candidature for the reappointment on office of Director of the Company for a second term of 5 years which is completing on 02nd August, 2022. Based on the recommendation of Nomination and Remuneration Committee, your Board had recommended his reappointment in the ensuing Annual General Meeting for second term of 5 years w.e.f. 02nd August, 2022.

CESSATIONS: a. Ms. Monica Ahir, Company Secretary of the Company, has shown her desire to discontinue her services as Company Secretary and Compliance Officer of the Company with effect from 24th September,2020 and the Board has taken note of the same.

7. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 and rules made thereunder, the Annual Return of the Company as on March 31, 2021 in Form MGT-7 is available on the Company’s website at www.bplindia.in

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are applicable to the company and annexed as Annexure – 1.

9. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control system including suitable monitoring procedures commensurate with the size and nature of business. The internal control system provides all documented policies, guidelines, and authorization and approval procedure. The company has internal auditors which carries out extensive audits throughout the year and across all functional areas and submits its report to the Audit Committee of the Board of Director. The statutory auditors while conducting the statutory audit reviewed and evaluated the internal controls and their observations are discussed by the audit committee of the board.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. However, the Company has in place an internal Risk Management Policy to monitor the risk plans of the Company and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has developed and implemented Corporate Social Responsibility policy as the said provisions are applicable to the Company. The Company has carried out various projects such as promotion of healthcare including preventive health care and free distribution of sanitizers to the less privileged and various other government authorities during the situation of Corona outbreak. The details of CSR expenditures made during the year are provided in Annexure – 2 to this report.

The Company as per Section 135(4) has adopted the CSR Policy and placed it on the Company’s website: www.bplindia.in

Further the Ministry of Corporate Affair vide its notification dated 22nd January, 2021 had notified Companies (Corporate Social Responsibility) Amendment Rules, 2014 and accordingly the Board of Directors on 05th June, 2021, has approved and adopted the revised Corporate Social Responsibility Policy of the Company as well as Annual Action Plan for the F.Y. 2021-2022, to effect the above mentioned amendments based on the recommendations of the CSR Committee.

Composition of CSR Committee is given in the Corporate Governance Report hence not reproduced here for the sake of brevity.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION

186 OF THE COMPANIES ACT, 2013:

During the year under review, the company has provided loans, Guarantees or investments in compliance with the provision of section 186 of the Companies Act, 2013.The details relating to loans, Investments or Guarantees made by the company are disclosed by the auditor in the Notes to financial results of the Company.

13. COST AUDIT COMPLIANCE REPORT:

For the year under review, specified operations of your Company were covered under the Companies (Cost Accounting Records) Rules, 2014 for maintenance of cost records. Accordingly, as per provisions of Section 148 of the Companies Act, 2013 such accounts and records are made and maintained. The company on the recommendation of made by the Audit Committee has appointed Mrs. Minal Sonaje, Cost Accountant, (Registration No. 102341) as Cost Auditor of the Company to carry out cost audit of Cost record of the Company for the FY 2021-22.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF

REMUNERATION:

The Company has constituted nomination and remuneration committee and adopted Policy relating to appointment of Directors, payment of Managerial remuneration, KMP and other employees, Directors’ qualifications, positive attributes, independence of Directors, and other related matters as provided under Section 178(3) of the Companies Act, 2013 as specified in Corporate Governance Report which forms part of this report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Total 09 (Nine) Board Meetings were held during the financial year ended 31st March, 2021. The details of the board meetings held and attendance of each of the directors thereat have been set out in the report on corporate governance.

16. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c)

OF THE COMPANIES ACT, 2013:

Your Director wish to inform Members that the Audited Accounts containing financial statements for the financial year 2020-21 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operations.

Your Directors further confirm that:

In the presentation of the annual accounts for the financial year ended March 31, 2021 the applicable accounting standards have been followed. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable, prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities. The directors have prepared the annual Accounts on a going concern basis. The directors have laid down internal financial controls, which are adequate and are operating effectively. The directors have devised proper system to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively.

17. DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he 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. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

According to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

18. BOARD AND ITS COMMITTEE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Committees of the Board and Individual Directors pursuant to the provisions of the Companies Act, 2013 and as per the SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015.

The performance of Board was evaluated after seeking inputs from all Directors on basis such as Knowledge and Skills, Professional Conduct, Duties, Role & Function, Effectiveness, etc. The Nomination & Remuneration Committee further evaluated performance of individual directors on criteria such as preparedness on the agenda to be discussed, contribution to the discussion, etc. In a separate meeting of Independent Director, the performance of non-independent directors and the board as a whole was evaluated.

Further Board opined that the Independent Directors of company appointed during the year has requisite integrity, expertise and experience (including the proficiency).

19. SUBSIDIARIES, ASSOCIATE COMPANY AND JOINT VENTURE:

During the year under review, the company has following subsidiaries:

1. Varenyam Healthcare private Limited- Ceased to be wholly owned Subsidiary from 30th June ,2020

2. Innoxel Lifescineces Private Limited- Subsidiary w.e.f 16th October, 2020

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiary/associate company / joint ventures forms part of this report in the prescribed format AOC-1 and is given by way of "Annexure- 3".

20. DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

21. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, the following changes has been made in the Board of Directors of the company:

1. Appointment of Mr. Mukesh Patel as Independent Director of the company w.e.f. 26th September, 2020

2. Appointment of Mr. Sanjay Shah as Non-Executive Director of the company w.e.f. 02nd October, 2020.

3. Appointment of Ms. Lubhanshi Jhalani as Company Secretary and Compliance officer of the company w.e.f. 26th September, 2020.

4. Resignation of Ms. Monica Ahir from the post of Company Secretary and Compliance officer w.e.f. 24th September, 2020. Besides this, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company.

22. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS MADE WITH RELATED PARTEIS:

All related party transactions that were entered into during the financial year 2020-21 were on an arm’s length basis and were in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations. All Related Party Transactions with related parties were reviewed and approved by the Audit Committee and the Board. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company’s website.

Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the disclosure of Related Party Transactions, in the format specified in the accounting standards for the half year ended 30th September,2020 and 31st March, 2021 has been uploaded on the Exchange and the website of the company. The related party transactions, wherever necessary are carried out by company as per this policy. During the year the policy has not been changed.

23. SECRETARIAL AUDITORS:

The provisions of secretarial audit and appointment of secretarial auditor as required under section 204(1) of the Companies Act, 2013 read with rule 9(1) of Companies (Appointment and Remuneration) Rules, 2014 are applicable to the Company pursuant to which the Company has appointed M/s Jigar Trivedi & Co., Company Secretaries ICSI Membership No. 46488 and COP No. 18483 as the Secretarial Auditor of the Company. The Secretarial Audit report of the company as on 31.03.2021 is annexed herewith as Annexure-4.

24. STATUTORY AUDITORS:

M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W), Vadodara, were appointed as Statutory Auditors of the Company to hold office for first term of 4 years starting w.e.f. 2018-19 so as to hold office upto the 29th Annual General Meeting of the Company, in terms of the provisions of Section 139 of the Companies Act, 2013. The auditor’s report for financial year 2020-21 is enclosed with the financial statements in this Annual Report.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

No qualifications, reservations or adverse remarks were made by the Statutory Auditor and the Secretarial Auditor in their respective reports.

26. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the company during the year under review.

27. WHISTLE BLOWER / VIGIL MECHANISM

Your Company has established a Whistle Blower/ Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. It is affirmed that no employee has been denied access to the Audit Committee of the Company pursuant to this policy. The details of the whistle blower policy are provided in the report on Corporate Governance forming part of this report.

28. AUDIT COMMITTEE:

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and Listing Regulations.

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

29. DISCLOSURE FOR OBSERVATION OF SECRETARIAL STANDARDS:

During the year under review, the Company has generally complied with all the applicable provisions of the Secretarial Standards.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year no significant material order has been passed by the Regulators or Tribunals or Courts which would impact the going concern status of the Company and its future operations.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as Annexure-5.

32. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the said Act. The policy aims to provide protection to the employees at the work place and prevent and redress complaints of sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of complaints received: Nil

No. of complaints disposed of: Nil

No. of complaints received: Nil

32. CODE OF CONDUCT

Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., https://www.bplindia.in/policies.html All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended March 31, 2021.

33. CORPORATE GOVERNANCE:

Your Company continue 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. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance presented in a separate section forms an integral part of this Annual Report as Annexure-6.

34. SHARE CAPITAL:

The paid up equity share capital of the company as on March 31, 2021 was Rs. 5,72,96,660. During the year under review, No changes occurred in the Share capital. The company has not issued shares with differential voting rights sweat equity during the year. The company during the year had granted Employee Stock Option of 45,000 shares to the employees of the company on 12th November, 2020. The Shares will be allotted to employees in the FY 2021-2022 after completion of 1 year of grant period. Thus, no shares have been issued or allotted during the year under Employee Stock Option Scheme of the company.

35. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the company. The code requires pre-clearance for dealing in the company’s securities and prohibits the purchase or sale of securities of the company by the directors and the Directors while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The company has also adopted a Code of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the company. The policy is available on website of the Company.

36. TRANSFER TO RESERVES:

The Company does not propose to transfer any sum to the General Reserve of the Company.

37. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31st March, 2021. Therefore, there is no requirement to submit a separate report by the company.

38. DETAILS OF FRAUDS: -

No frauds were detected during the year by statutory auditors.

39. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year.

41. LISTING: -

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2021-22 has been paid to thee Stock Exchange.

42 . ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:

We thank our customers, vendors, dealers, investors, business partners and bankers for their continued support during the year which made the Company grow successfully. We also place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

FOR AND ON BEHALF OF BOARD
Date: 27/08/2021 Sd/-
Place: Vadodara Mr. Bharat Desai
Chairman