Kopran Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 62nd Annual Report together with the Audited Financial Statements for the financial year ended on 31st March, 2021. The Consolidated performance of the Company & its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE

(Rs in Lakhs)

Particulars for the Financial Year

Standalone Basis

consolidated Basis

For the Period Ended 2020-21 2019-20 2020-21 2019-20
Total Revenue 23,325 18,128 50,980 36,013
Less Expenses 20,054 16,555 42,646 33,129
Profit before Exceptional Items & Tax 3,271 1,573 8,334 2,884
Less Exceptional Items - - - (55)
Profit before Tax 3,271 1,573 8,334 2,828
Tax Expenses 923 451 2,173 726
Net Profit / ( Loss ) for the Period 2,347 1,122 6,161 2,102
Other Comprehensive Income / (Loss) 19 1 23 18
Total Comprehensive Income / (Loss) 2,366 1,123 6,183 2,120

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 as prescribed under Section 133 of the Companies Act 2013 ("the Act") and generally accepted accounting principles in India.

2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

Standalone Performance

Consolidated Total Revenue was Rs 50,980 Lakhs as against the previous years figures of Rs 36,013 Lakhs, increased by 41.56%. Profit before tax was Rs 8,334 Lakhs, increased by 107.88% over the previous years figures of Rs 2,828 Lakhs. Total Comprehensive Income was Rs 6,183 Lakhs, increased by 110.60% over the previous years figures of Rs 2,120 Lakhs.

Consolidated Performance

Consolidated Total Revenue was Rs 50,980 Lakhs as against the previous years figures of Rs 36,013 Lakhs, increased by 41.56%. Profit before tax was Rs 8,334 Lakhs, increased by 194.70% over the previous years figures of Rs 2,828 Lakhs. Total Comprehensive Income was Rs 6,183 Lakhs, increased by 191.65% over the previous years figures of Rs 2,120 Lakhs. Operations of the company & its Subsidiary

(Rs in Lakhs)

Particulars 2020-21 2019-20 % change +/ (-)
Formulations Exports 20,935 16,672 25.57
Local 1,348 1,257 7.24
total 22,283 17,929 24.28
Active Pharmaceutical Ingredient (API)* Exports 19,556 11,455 70.72
Local 9,460 7,810 21.13
total 29,016 19,265 50.62

*Operations of the Kopran Research Laboratories Limited, Subsidiary Company.

During the financial year the turnover in Formulations was Rs 22,283 Lakhs as compared to Rs 17,929 Lakhs in the previous year, higher by 24.28%.

During the financial year, Kopran Research Laboratories Limited, Subsidiary Company turnover was Rs 29,016 Lakhs as compared to Rs 19,265 Lakhs in the previous year, higher by 50.62%.

3. DIVIDEND

The Board of Directors at the meeting held on 28th October, 2020 declared interim dividend of Rs 1.50 per Equity share having face value of Rs 10 each.

The Directors of your Company recommend a Final dividend of Rs 1.50 per Equity share having face value of Rs 10 each, subject to the approval of the Members. Hence the Companies total dividend payout is 30% on the face value of Equity shares of Rs 10 each i.e. Rs 3 per Equity Share, for the financial year ended 2021.

According to Regulation 43A of the Listing Regulations, the top 1000 listed entities based on market capitalization, calculated as on 31st March of every financial year are required to formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. Accordingly, the Dividend Policy of the Company can be accessed using the following link: http://kopran.com/investors/policy/

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2021 was Rs 43.25 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. During the Financial Year the Company has issued demand cum forfeiture Notice to the holders of partly paid up Equity shares of the Rights Issue in the year 2002. The Company has forfeited 1,996 partly paid up Equity shares due to non-payment of allotment money

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 as amended is provided as a separate section in Annexure A of this Report.

6. Subsidiaries, associates and joint ventures

A statement containing the salient features of the financial statements of subsidiary / associate / joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the subsidiaries of the Company. Salient features and financial summary is provided as a separate section in Annexure B of this Report.

The Financials of the Subsidiaries are placed on the website of the Company http://kopran.com/ any Shareholders interested in obtaining a copy of the Financial Statements of the Subsidiary companies may write to the Company Secretary at the Companys registered office.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152 and other applicable provisions of the Companies Act 2013, alongwith Regulation 17(1A) of SEBI (LODR), Mr. Susheel G. Somani (DIN: 00601727), liable to retire by rotation, offers himself for reappointment as non-executive and non Independent Director of the Company. A Resolution seeking Shareholders approval for his re-appointment alongwith other required details form a part of the notice.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

Mr. Surendra Somani- Executive Vice Chairman

Mr. Basant K Soni - Chief Financial Officer

Mr. Sunil Sodhani - Company Secretary and Compliance Officer

No KMP has been appointed or has retired or resigned during the financial year..

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors of the Company..

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out and amount spent during the financial year ended 31st March, 2021 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C. The total CSR spend during the financial year 2020-21 was Rs 44.41 Lakhs which includes unspent amount of Rs 17.37 Lakhs of previous financial years, Rs 25.45 Lakhs towards the current financial year i.e. 2% of the average net profits of the Company made during the immediately three preceding financial years and Rs 1.59 Lakhs, excess amount spent in the current financial year available for set off in succeeding financial years. The CSR policy is available on the Companys website on http://kopran.com/investors/policy/

9. MEETINGS OF THE BOARD

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

10. Board and committee evaluation

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Professional Development, Effectiveness of Board Processes, information and functioning. The Committees of the Board were assessed on the achievement of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

11. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management including adherence to the Companys Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there were no instance of fraud during the year under review. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. The Company has implemented robust processes to ensure that all internal financial controls are effectively working.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Directors appointment and remuneration is in accordance with the Nomination and Remuneration Policy and policy on Board Diversity as adopted by the Company. The said policies has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companys website on http://kopran.com/investors/policy/

13. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link http://kopran.com/investors/policy/

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under

Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosure on related party transactions as required by the Indian Accounting Standard has been made in the notes to Financial Statement.

14. REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite certificate from Ms. Nirali Mehta, Practising Company Secretaries, provided in Annexure D, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are operating effectively and adequately.

15. LOANS, GUARANTEE OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

16. AUDITORS

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 58th AGM to the conclusion of 63rd AGM. The payments made to Auditors are given in the Report on Corporate Governance provided in Annexure D.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors has appointed M/s. PP Singh & Co, Practicing Company Secretary (Membership No. A33381, COP No. 15570) to conduct the Secretarial Audit of the Company for the financial year 2020-21.

Ms. Nirali Mehta, Practicing Company Secretary has issued the Secretarial Audit Report for financial year 2020-21 for the Company and its Subsidiary Kopran Research Laboratories Limited, given in Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s) for the financial year ended 31st March, 2021 do not contain any qualification, reservation or adverse remark.

c) internal Auditors

The Board of Directors has re-appointed M/s STDJ & Co, Chartered Accountants (Firm Regn. No. 136551W) as Internal Auditors of the Company for the financial year 2020-21.

17. directors responsibility statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2021 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for 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 fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

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

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: http://kopran.com/inve.stors/communication/

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

20. particulars of employees and remuneration

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at investors@kopran.com

21. BUSINESS RESPONSIBILITY REPORT

The Company has adopted Business Responsibility Report as required under Regulation 34 of the SEBI Listing Regulations, 2015, duly approved by the Board of Directors and it forms part of this Annual Report is annexed herewith as Annexure H. The Business Responsibility Report is available on the Companys website on http://kopran.com/investors/policy/

22. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or Whistle Blower Policy for directors, employees and all stakeholders to report any concerns about unethical behavior, actual or suspected fraud or violation our Companys Code of Conduct. The same is also disclosed on the Companys web-link http://www.kopran.com/investors/policy/pdf/Whistle%20Blower%20 Policy.pdf. It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2020-21, no Complaints were received.

24. OTHER DISCLOSURES/REPORTING

Your Directors further state that during the year under review:

a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.

b) No amount is transferred to General Reserve;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future.

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

f) The Board has constituted a Risk Management Committee..

25. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Shareholders, Bankers, Customers, Business Partners and Employees of the Company.

On behalf of the Board of Directors

Mr. Susheel G. Somani mr.Surendra Somani
Date: 27th May, 2021 Chairman Executive Vice Chairman
Place: Mumbai (DIN: 00601727) (DIN: 00600860)