Chandra Bhagat Pharma Ltd Directors Report

To,

The Members,

CHANDRA BHAGAT PHARMA LIMITED

Your Directors have pleasure in submitting their 21^st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024.

FINANCIAL PERFORMANCE:

The Financial performance of the Company dining the year was as under:

PARTICULARS	Year Ended 31.03.2024	Year Ended 31.03.2023
	(In Lacs)	(In Lacs)
Income from operations	22,137.19	11,967.22
Other Income	1,133.29	29.31
Total revenue	23,270.49	11,996.53
Total Expenses	23,044.29	11,880.35
Profit before tax	226.19	116.19
Current Tax	60.32	29.33
Deferred Tax Charge	(3.45)	0.16
Tax Expenses of Earlier years	16.30	(3.85)
Profit after tax	153.02	90.54

BUSINESS OPERATION:

The year under the review is having higher turnover and profit by way of financial performance, as compared to earlier year. Due to high turnover and higher base effect, growth in current year is expected to be modest as compared to year ending 31-3-2024.

The Gross income horn operations of your Company is Rs. 22,137.19/- (in lacs) as against Rs. 11,967.22/- (in lacs) in the previous year. The net profit after tax for the year under review is Rs. 153.02/- (in lacs) as against Rs. 90.54/- (in lacs) in the previous year.

DIVIDEND

The Board of Directors do not recommend any dividend for the year under review as the Directors wants to conserve resources and retain profit for the future expansion of the Company.

AMOUNT TRANSFERRED TO RESERVES

The Company has ploughed back its profits into the business and hence transferred the Current Years Profit to reserves & Surplus Account.

ANNUAL RETURN:

As per Section 92(3) R/w Rule 12 of Companies (Management & Administration) Rules, extract of Annual Return of company in Form MGT-9 is provided in the "Annexure A".

NUMBER OF BOARD MEETINGS/ GENERAL MEETING CONDUCTED DURING THE YEAR

Dining the year ended March 31^st, 2024, the Board met 5 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below;

Sr. No.	Board Meeting Dates
1.	05.04.2023
2.	22.05.2023
3.	05.09.2023
4.	09.11.2023
5.	22.02.2024

 

Sr. No.	General Meeting Date	Purpose	AGM / EGM
1.	30/09/2023	1. Adoption of Accounts, Boards Report and Auditors Report for the F.Y. ended March 31st, 2023.	AGM
		2. Re-Appointment of Mr. Pranav Hemant Bhagat (DIN: 00156362) as a Director liable to retire by rotation.
		3. Approval of Appointment of Statutory Auditor.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of Section 177 of the Companies Act,2013.

Composition of the Committee during F.Y. 2023-24:

1. Hemant Chandravadan Bliagat, Managing Director (Chairman),

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Audit Committee meetings during F.Y. 2023-24:

Dining the year under review, the Company held 5 Audit Committee meeting on 05/04/2023, 22/05/2023,05/09/2023, 09/11/2023 and 22/02/2024.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of Section 178 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2023-24:

1. Pranav Hemant Bhagat, Wholetime Director (Chainnan)

2. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member);

3. Abha PraveenDoshi, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Nomination and Remuneration Committee meetings during F.Y. 2023-24:

Dining the year under review, the Company held 3 Nomination and Remuneration Committee meeting on 22/05/2023, 09/11/2023 and 22/02/2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the provisions of Section 178 ofthe Companies Act, 2013.

Composition of the Committee during F.Y. 2023-24:

1. Hemant Chandravadan Bhagat, Managing Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Stakeholders Relationship Committee meetings during F.Y. 2023-24:

During the year under review, the Company held 3 Stakeholders Relationship Committee meeting on 22/05/2023, 09/11/2023 and 22/02/2024.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act").

Composition of the Committee:

Name of the Director	Designation in the Committee
Mr. Hernant Chandravadan Bhagat	Presiding Officer
Mr. Pranav Hernant Bhagat	Member
Mrs. Prachi Pranav Bhagat	Member

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 22^nd May, 2023.

DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act, 2013.

SHARE CAPITAL:

Dining the year under review, The Authorised Share Capital of the Company Remained at Rs. 8,50,00,000.

Dining the year under review, The Paid up Share Capital of the Company also Remained at Rs. 7,54,50,560.

DIRECTORSS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the

Board of Directors of thecompany confirms that-

a. In the preparation of the annual accounts for the year ended 31^st March, 2024, the Company has followed the applicable accounting standards and there are no material departures from the same.

b. Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting hand and irregularities have been taken.

d. The Directors have prepared Annual Accounts on a "Going Concern" basis.

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. 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.

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every directors performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of NonIndependent Directors, Chairman of the Boar d and the Board as a whole.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed then^- specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the C ompany.

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT:

The Management Discussion and Analysis report has been separately furnished as "Annexure-B" in the Annual Report and forms a part of the Annual Report.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013, the Company has adopted following policies which are available on its website http://cbcpharma.com/

• Vigil Mechanism Policy

• Code for Independent Directors

• Nomination and Remuneration Policy (Attached below)

• Risk Management Policy

• Code of Conduct Director and Sr. Management

• Code of Conduct for prevention of Insider Trading

• Policy on Materiality of Related Party Transactions

• Policy on Preservation and Archival of Documents

COMPANYS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of Nominationand Remuneration Committee has devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Directors qualifications, positive attributes, independence of Directors and tlieh remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013. The brief abstract of the Policy is given below:

Policy Abstract:

I. The role of the Committee as per the Nomination & Remuneration Policy will be as under:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Directors performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personneland Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To cany out any other function as is mandated by the Board from time to tune and / or enforced by any. Statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the perfonnance of its duties.

II. Policy for Appointment and Removal of Director, Key Managerial Personnel and Senior Management:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director,

KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

b) A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

ill. Policy For Remuneration To Directors / KMP/ Senior Management Personnel:

1) Remuneration to Managing Director AVhole-time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the tune being enforce and the approval so obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors as it may consider appropriate with regard to remuneration to Managing Director AV hole-time Directors.

2) Remuneration to Non-Executive/ Independent Directors:

a) The Non-Executive /Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved bythe Board of Directors.

b) All the remuneration of the Non-Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non-Executive /Independent Directors for services rendered which areof professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the Professional; and

ii) In the opinion of the Committee, the director possesses the requisite qualification forthe practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and inaccordance with the Companys Policy.

b) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time.

c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars pertaining to Section 186 of Companies Act, 2013 relating to loans, Guarantees and Investments are not applicable to the company. The disclosure of other loans, guarantees and investments are made in financial statements of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered dining the financial year were on arms length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and on the date of this report.

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

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilizing alternate source of energy:

Energy consumption of company is restricted to office and godown use of electricity. Company has consciously installed energy saving air conditioners and replaced LED lights with old tubelights and bulbs in all the premises

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The company does not use any imported technology and die company is not into field of research and development and hence no major cost incurred during the period under review.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was given below Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

Details of earnings in foreign exchange:

Particulars	Current Year (In Lacs)	Previous Year (In Lacs)
	01.04.23 - 31.03.24	01.04.22 - 31.03.23
Export of Goods calculated on FOB Basis	19,772.16	5,758.09
Interest and dividend	-	-
Royalty	-	-
Know-how	-	-
Professional and Consultancy fees	-	-
Other Income	-	-
Total earning in foreign exchange	19,772.16	5,758.09

Details of expenditure in foreign exchange:

Particulars	Current Year (In Lacs)	Previous Year (in lacs)
	01.04.23 31.03.24	01.04.22 - 31.03.23
Import of Capital Goods calculated on	-	-
CIF Basis:
(i) raw material	-	-
(ii) component and spare parts	-	-
(iii) capital goods - Software Purchase	-	-
Expenditure on account of:	-	-
Royalty	-	-
Know-how	-	-
Professional and Consultancy fees	-	-
Interest	-	-
Other matters (Foreign Travelling expenses & Custom Charges	485.90	69.69
Dividend paid	-	-
Total expenditure in foreign exchange	485.90	69.69

STATEMENTCONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from tune to tune. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The maj or risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

DETAIES OF POEICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2024. Hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee dining the year under review.

DEPOSITS:

The company has not accepted / renewed any deposits dining the year under review.

DIRECTORS:

The Board is duly constituted according to the provisions of the Companies Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Pranav Hemant Bhagat, Mr. Hemant Chandravadan Bhagat, Mr. Ravindra Gajanan Awati, Ms. Prachi Pranav Bhagat and Ms Abha Praveeen Doshi.

s. No.	Name of Director/KMP	Designation	Promoter/ Independent	Executive/ Non Executive	Date of Appointment
1.	Hemant Chandravadan Bhagat	Managing Director	Promoter	Chairman/ Executive	10/03/2003
2.	Pranav Hemant Bhagat	Whole-time Director	Promoter	Executive	17/05/2004
3.	Prachi Pranav Bhagat	Director	Promoter	Executive	25/09/2018
4.	Prachi Pranav Bhagat	CFO	KMP	Executive	31/08/2019
5.	Ravindra Gajanan Awati	Director	Independent	Non - Executive	31/08/2019
6.	Abha Praveen Doshi	Director	Independent	Non - Executive	15/07/2019
7.	Rajni Dawani	CS	KMP	Executive	30/03/2022

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Prachi Pranav Bhagat retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company lias appointed M/s. A Y & COMPANY, Chartered Accountants (Firm Registration No. 020829C) as the Statutory Auditor of your Company hi AGM held on 30.09.2023 for a period of 5 years to hold office till the conclusion of Annual General Meethig to be held in the year 2028.

The Company has received written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in the terms of provisions of Section 139 and 141 of the Act and rules framed there under.

I INTERNAL FINANCIAL COM ROT SYSTEMS AM) THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the

Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective dining the F.Y. 202324.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rides,

2014, the Board has appointed M/s. Amit Dharmani & Associates, Company Secretaries, as Secretarial Auditors for the F.Y. 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is set out in "Annexure-C" to this Report.

COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and Rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees median remuneration:

Director	Designation	Remuneration P.A. (in lacs.)	Ratio
Hemant Chandravadan Bhagat	Managing Director	24.00	33.34
Pranav Hemant Bhagat	Whole tune Director	24.00	33.34

b) Percentage increase in the median remuneration of employees in the Financial Year 202324: 23.15

c) Number of permanent employees on the rolls of the Company as on March 31^st, 2024:-37

d) Average percentile increase made in the salaries of employees other than key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

e) It is hereby affirmed that the remuneration paid dining the year is as per the Remuneration policy of the Company.

f) There is no employee covered under the provisions of Section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,02,00,000/ - per annum or Rs. 8,50,000/- per month dining the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

EXPLANATION ON AUDITORS REPORTS

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for theyear under review.

B. Annual Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for theyear under review.

REPORTING OF FRAUDS BY AUDITORS

Dining the year under review, the Statutory Auditors have not reported any instances of frauds committed hi the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items dining the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, votmg or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents dining the year under review.

Your Directors also wish to place on record then deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company dining the year. Your Directors look forward to the continued support of all stakeholders in the future.

For and on behalf of

CHANDRA BHAGAT PHARMA LIMITED

HEMANT C BHAGAT	PRANAV HEMANT BHAGAT
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
(DIN: 00233530)	(DIN: 00156362)
PLACE: MUMBAI
DATE: 07.09.2024