The Board of Directors presents the 36th Annual Report of the Company on the business operations and performance of the Company along with the audited financial statements for the year ended 31st March, 2023.
1. Financial performance:
The brief summary of the financial performance of the Company for the Financial Year ended 31st March, 2023 along with the comparative figures for the previous year is summarised herein below:
( Rs in crores)
|Year ended 31-Mar- 2023
|Year ended 31-Mar- 2022
|Year ended 31-Mar- 2023
|Year ended 31-Mar- 2022
Profit before interest & depreciation
Profit before depreciation
Profit before exceptional items
|Profit before tax
Provision for tax (including deferred tax)
|Profit after tax
During the year under review, the standalone operating revenue of your Company was Rs 2242.68 crores as compared to Rs 2216.06 crores in the previous year. The Gross margin for FY 2022-23 was Rs 381.20 crores as compared to Rs 403.55 crores in the previous year. Margins were impacted adversely primarily on account of higher energy cost due to geopolitical issues.
During the year there have been no change in the nature of the business of the Company. The Company has maintained stability and consistency in its operations and ensured continuity in delivering our products and services to our customers. The further detail of business performance and companys state of affairs are given in the Management discussion and analysis (MDA) forming part of this report.
2. Dividend Distribution Policy & Dividend
Pursuant to the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") the Board of Directors of the Company formulated and adopted the Dividend Distribution Policy of the
Company. The said policy is available on the Companys website at https://www.iolcp.com/uploads/Dividend%20 Distribution%20Policy.pdf.
During the year under review, the Board of Directors has declared an interim dividend of Rs 4 per equity share involving a cash outflow of Rs 23.48 crores. The Board considers the same as final dividend. The Board has recommended the divided based on the parameters laid down in the dividend distribution policy.
3. Transfer to Reserves
The Board has decided to retain the entire amount of the profits for the financial year 2022-23 in the profit and loss account and has not transferred any amount of profits to reserves.
4. Fixed Deposits
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on 31st March, 2023.
5. Share Capital
The paid-up equity share capital of the Company remains unchanged during the year and stood at Rs 58,70,55,020/- (Rupees Fifty Eight crores Seventy lakhs Fifty Five Thousand and Twenty only) consisting of 5,87,05,502 (Five crores Eighty Seven lakhs Five Thousand Five Hundred Two) equity shares of Rs 10/- each as on 31st March, 2023.
6. Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act,2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.
During the year under review, no amount of unpaid/ unclaimed dividend was due for transfer to the Investors Education protection Fund.
Members who have not encashed any dividend declared by the Company, are advised to write to the Company immediately at E-mail: email@example.com
7. Holding & Subsidiary Company
Your Company has 4 wholly-owned subsidiaries as on 31stRs March, 2023. Out of these 4 subsidiaries IOL Foundations is a Section 8 Company that undertakes the CSR activities of the Company. Except IOL Foundation the other following 3 other subsidiaries were formed during the year:
- IOL Life Sciences Limited
- IOL Speciality Chemicals Limited
- IOL Global Limited, UK
The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the provisions of Section 129(3) of the Act, which forms part of the Annual Report. Also a statement containing the salient features of financial statements of the Companys subsidiaries in prescribed Form No. AOC-1 is annexed as Annexure – 1 to this report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.iolcp.com.
The Company has neither a holding company nor an associate company
8. Re-affirmation of External Credit Ratings
During the year under review, the Credit Analysis & Research Limited ("CARE") has reafirmed the credit rating of the Company for Long Term Bank Facilities as "CARE A+" (Single A plus); Outlook: Stable and the credit rating for Short Term Bank Facilities as "CARE A1+" (A One plus).
Considering the Companys vision to become the best-in-class pharmaceuticals API company, your Company during the financial year 2021-22 had added Paracetamol in its API products portfolio with an installed capacity of 1800 MTPA along with backward integration by manufacturing Para Amino Phenol (a key raw material of Paracetamol) for captive consumption. Further, during the financial year 2022-23 the capacity of Paracetamol Plant was further enhanced from 1800 MTPA to 3600 MTPA.
Further, your Company has also expanded its regulatory horizons with six new filings in Europe and the US and new country inclusions such as China and Brazil.
During the year 2022-23, the Company has granted the Patent on "Sitagliptin Process" and patent for invention entitled "An Improved Safe Process For The Preparation of Sartan Drugs of Formula I".
10. Directors and Key Managerial Personnel
During the year under review the members of the Company have appointed Mr. Sharad Tyagi as Independent Director and Dr. Sanjay Chaturvedi, as Executive Director, both for a term of five years w.e.f. 30th May, 2022 till 29th May, 2027 in its 35th Annual General Meeting held on 26th August, 2022.
Dr. Sanjay Chaturvedi resigned from the position of CEO & Directorship of the Company with effect from closure of the 3rd April, 2023. The Board places on record their appreciation for the services rendered by Mr. Sanjay Chaturvedi during his association with Company.
The Board of Directors has appointed Mr. Vikas Vij as Chief Executive Officer of the Company effective from 3rd Rs April, 2023.
Further, the Board of Directors subject to the shareholders approval re-designate Mr. Vikas Gupta, Executive Directors as Joint Managing Director and appointed Mr. Abhiraj Gupta as Additional Directors having designation as Executive Directors for a period of 5 years w.e.f. 3rd April, 2023. In terms of the provisions of Section 161 of the Act, Mr. Abhiraj Gupta holds the office of director up to the ensuing Annual General Meeting of the Company. On 28th April, 2023 the Board of Directors, subject to the shareholders approval, also re-appointed Mr. Varinder Gupta, Managing Director for a period of 5 years w.e.f. 1st August, 2023. A resolution in this regard has been proposed in the notice for the ensuing annual general meeting for the shareholders consideration and approval.
However, Regulation 17 of Listing Regulation provides that a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is obtained at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier and therefore, the Board of Directors recommended to the shareholder to approve the appointment of Mr. Abhiraj Gupta as Executive Director of the Company through postal ballot notice dated 3rd April, 2023.
Mr. Kushal Kumar Rana, Director (Works) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice for the ensuing AGM.
The brief details of all the directors seeking appointment/ re-appointment at the ensuing Annual General Meeting is furnished in the explanatory statement to the notice calling the Annual General Meeting.
During the year under review Mr. Varinder Gupta, Managing Director; Mr. Kushal Kumar Rana, Director (Works) (Whole-time Director); Mr. Vikas Gupta, Executive Director (Whole-time Director); Mr. Pardeep Kumar Khanna, Chief Financial Officer (CFO); Mr. Abhay Raj Singh, Vice President
& Company Secretary and Dr Sanjay Chaturvedi, Chief Executive Officer & Executive Director continues to be the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
11. Procedure for Nomination and Appointment of Directors
Detailed information regarding the nomination and appointment process of Directors, along with the list of core skills, expertise, and competencies of the Board of Directors, are provided in the Corporate Governance Report, which forms part of the Annual Report.
12. Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Sandhya Mehta is serving as Independent Woman Director on the Board of the Company. She is also Chairperson of Stakeholders Relationship Committee and member of Audit Committee, Nomination and Remuneration Committee, CSR Committee and Risk Management Committee.
13. Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Guidance Note on Board evaluation issued on 5th January, 2017, the annual evaluation is carried out by the Board of its own performance and that of its committees and individual Directors by way of individual and collective feedback from all the Directors. The Directors expressed their satisfaction with the evaluation process. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive as well as non-executive directors. The evaluation criteria are mainly based on the Guidance Note on Board Evaluation issued by the SEBI.
14. Number of Meetings of the Board
During the year the Board met 5 times. The gap between any 2 two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015. The details of meetings of the Board of Directors and its Committees are provided in the Corporate Governance Report forming part of this report.
15. Meeting of Independent Directors
Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company has been convened on 27th March, 2023 to review the matters as laid down in the aforesaid Schedule and Regulations.
16. 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) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in NoteRs 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the year and of the profit of the Company for that year;
c) that proper and sufficient care has been taken 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;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
17. Declaration by Independent Directors
Every Independent Directors have submitted the necessary declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board there has been no change in the circumstances affecting their status as Independent Director of the Company. Further, in terms of the provision of Section 150 of the Act read with the Companies (Appointment and Qualification of the Directors) Rules, 2014, the name of all the Independent Directors of the Company are included in the data bank of independent directors maintained with the Indian Institute of Corporate Affairs (IICA).
18. Remuneration Policy
The Board has on the recommendation of the Nomination
& Remuneration Committee, framed a Nomination & Remuneration Policy for selection and appointment of Directors, Key Managerial and Senior Management Personnel and fixation of their remuneration.
The policy ensures that:
b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
c) Remuneration to Directors, Key Managerial Personnel and Senior Management reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The salient features of the policy include the parameters based on which remuneration including benefits and perquisites and performance linked incentive, commission, retirement benefits) should be given to whole-time directors, KMPs and senior management employees.
During the year under review, there has been no change to the Policy.
The Remuneration Policy is available on the Companys website at https://www.iolcp.com/investors/corporate-policies
19. Corporate Governance
The Company has in place a system of Corporate Governance in line with the requirements set out by the Securities and Exchange Board of India (SEBI) and places great importance on maintaining the highest standards of Corporate Governance. We believe that effective governance is essential for value creation and maintaining good relationships with shareholders, employees, customers, suppliers, and other stakeholders.
A separate report on Corporate Governance along with Auditors Certificate regarding compliance of conditions of corporate governance set out by the Securities and Exchange Board of India (SEBI) under Listing Regulations is annexed to this Annual Report. This report provides detailed information on the Companys governance structure, policies, and practices, giving stakeholders valuable insights into the Companys governance framework.
20. Management Discussion and Analysis
In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Management Discussion and Analysis (MDA) forms part of the Annual Report. The MDA provides detailed insights on Companys business, financial performance, key achievements, challenges etc.
21. Audit Committee
The Composition and role of the Committee has been provided in the Corporate Governance Report annexed with the report.
22. Internal financial control systems and their adequacy
The internal control systems of the Company are adequate and commensurate with its size, complexity of operation and nature of its business. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
23. Risk management
The Risk Management philosophy of the Company is based on its vision and values. The Company has developed a dynamic growth strategy in pursuit of its vision. The Board of Directors of the Company has developed and implemented a framework on Enterprise Risk Management (ERM) based on ERM developed by The Committee of Sponsoring Organisations (COSO) to assist the management of businesses to better deal with risk in achieving the Companys objectives. Enterprise Risk Management provides a framework for management to deal effectively with uncertainty and associated risk and opportunity, thereby enhancing the Companys capacity to build value.
Enterprise Risk Management (ERM) is a core management competency that incorporates the systematic application of policies, procedures and checks to identify potential risks and lessen their impact on IOL. This involves:
- Identifying potential risks
- Assessing their potential impact
- Taking action to minimise the potential impact
- Monitoring and reporting on the status of key risks on a regular basis The Risk Management Committee of the Board oversight the implementation of the Risk Management Policy and ERM of the Company. The risk management has been covered in detail in Management Discussion and Analysis Report, which forms part of this report.
24. Related Party Transactions
All related party transactions that were entered into during the financial year were on arms length and were in the ordinary course of business. These related party transactions did not attract the provisions of Section 188 of the Companies Act, 2013. Also, there was no material transaction entered into with any related party during the year under review.
All related party transactions were approved by the Audit Committee and periodically reported to the Audit Committee. Prior omnibus approval of the Audit Committee was taken for related party transactions which are of repetitive nature and entered in the ordinary course of the business on arms length basis.
The details of the related party transaction during financial year 2022-23 are provided in the accompanying financial statements.
Accordingly, the disclosures of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is not applicable to the Company for the financial year 2022-23 and hence does not form part of this report.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions and the same is available on the Companys website www.iolcp.com.
25. Corporate Social Responsibility (CSR)
The Board has constituted a CSR Committee comprising of Mr. Varinder Gupta as Chairman and Dr Sandhya Mehta, and Mr. Vikas Gupta Directors as its members. The report on the Corporate Social Responsibility (CSR) initiatives undertaken by the Company during the year under review are set out in
Annexure – 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on Companys website: www.iolcp.com
26. Research and Development
The Companys R&D has been making remarkable strides in innovation for several years now, and their efforts have led to the development of unique product strengths during both the early and late commercial phases. This year, patents filed in 2021-22 were granted, enabling the inventions to be scaled up to the level of commercial seeding quantities.
Your Company is committed to implement advanced scientific technologies to tackle environmental, quality, and regulatory issues while maintaining an optimal product cost structure. For instance, their R&D scientists have replaced traditional methods of synthesizing chiral amines with an enzymatic route, avoiding pyrophoric and hazardous reactions and reducing significant by-product formation. This pioneering work has laid the groundwork for green chemistry in manufacturing operations, potentially reducing eRs uent loads and creating a pollution-free environment.
During the year six products have been scaled up in small-volume production facilities, and a pipeline of seven new products is now in the advanced development phase. R&D has also played a significant role in addressing dynamic regulatory requirements, leading to the approval of three CEPs.
27. Statutory Auditors
Members of the Company at their 31st AGM held on 29thRs September, 2018, approved the appointment of M/s. Ashwani & Associates, Chartered Accountants, Ludhiana, (Registration No. 000497N), as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of 31st Annual General Meeting of the Company held on 29th September, 2018 till the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2023.
Further, in terms of the provisions of the Companies Act, 2013, an audit firm acting as the Statutory Auditor of a company is eligible to be appointed as Statutory Auditor for two terms of five years each. The first term of M/s. Ashwani & Associates as Statutory Auditors of the Company expires at the conclusion of the ensuing 36th Annual General Meeting of the Company scheduled to be held on 10th August, 2023. Considering their performance as Auditors of the Company during their present tenure, the Audit Committee of the Company, after due deliberation and discussion, recommended the re-appointment of M/s. Ashwani & Associates as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of the 36th Annual General Meeting till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2028 at a remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors.
The report of the Statutory Auditor forms part of this Report and Annual Accounts for FY 2022-23. The said report does not contain any qualification, reservation, adverse remark.
28. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. B. K. Gupta & Associates, practicing Company Secretary for conducting secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure – 3.
The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
29. Secretarial Standards
The Company has proper system in place to ensure the due compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India.
30. Cost Records & Cost Auditors
In accordance with Section 148 of the Companies Act, 2013, the Company maintains cost records as required, and a Cost Accountant conducts the audit of these records.
The Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi, as the Cost Auditors of the Company for the financial year 2023-24 at a remuneration of Rs 1,65,000/- plus applicable taxes and out-of-pocket expenses in connection with the cost audit.
Further, pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of Cost Auditors as approved by the Board is required to be ratiRs ed by the shareholders of the Company and therefore, the same is included in the ensuing AGM notice for the ratiRs cation of the shareholders.
The Cost Audit Report for the financial year ended 31stRs March, 2022, provided by the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.
31. Particulars of managerial remuneration and related disclosures
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in
Annexure – 4.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.
32. CEO & CFO Certification
In accordance with the provisions of the SEBI Listing Regulations the Executive Director & CEO and Chief Financial Officer of the Company have submitted the relevant certificate for the Financial Year 2022-23 to the Board of Directors, which forms part of this Report.
33. Annual Return
Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, the web address of the Annual Return of the Company is https://www.iolcp.com/investors/annual-returns
34. Loan, guarantees or investment under Section 186 of the Companies Act, 2013
The particulars of loans, guarantees and investments have been provided in the notes of the financial statements.
35. Material Changes and Commitments
There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31st March, 2023 and the date of this report.
36. Significant and Material Orders impacting Operations of Company in Future
There are no significant or material orders that have been passed by any Regulators/Court or Tribunals impacting the going concern status and future operations of your Company.
37. Reporting of Frauds
There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.
38. Industrial Relations
Industrial relations remained cordial and harmonious throughout the year under review.
39. Safety, Health and Environment
Safety is Companys top priority with regard to employment and it is encouraging safety measures at all levels of operations especially at the floor level. Regular training programs are being conducted to bring in awareness of safety at workplace.
40. Prevention of Sexual Harassment Policy
In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplace. Two complaints have been received during the year 2022-23.
41. Vigil Mechanism
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy can be accessed at companys website: www.iolcp.com
42. Business Responsibility and Sustainability Report
In terms of Regulation 34(2)f of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of your Company detailing initiatives undertaken by the Company on environmental, social and governance front during the year under review, forms part of this Annual Report and is also available on the website of the Company at www.iolcp.com
43. Energy Conservation/Technology Absorption and Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in the Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - 5 and forms part of the Report.
44. General Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Change in the nature of business of the Company.
3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals including under the Insolvency and Bankruptcy Code, 2016 during the year which impact the going concern status and Companys operations in future.
6. No fraud has been reported by the Auditors to the Audit Committee or the Board.
7. There has been no one time settlement of loans with any bank or financial institution.
The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, Bankers, Central/State Government Departments, its Customers and Suppliers.
We also place on record our sincere appreciation of the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.
Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.
For and on behalf of the Board
Rajender Mohan Malla
|Dated: 28th April, 2023