lasa supergeneri Directors report

To,

The Members

Lasa Supergenerics Limited

Dear Members,

The Directors are pleased to present you the Business Performance along with the audited financial March, 2023.

Financial Highlights:

Particular	Amount ( Rs In Lakhs)
	March 31, 2023	March 31, 2022
Income from operations	12956.78	13712.67
Other Income	180.46	27.47
Total Income	13137.24	13740.14
Expenditure	13616.13	12112.91
Profit/ (Loss) before Depreciation, Interest and Tax	(478.89)	1627.23
Less: Depreciation	1341.90	1451.09
Profit/ (loss) before Interest and Tax	(1820.79)	176.14
Less: financial Charges	416.06	4.03
Profit/ (Loss) Before Exceptional Items, Extraordinary Items & Tax	(2236.85)	172.11
Less: Exceptional Items	1989.66	786.02
Add Excess Depreciation due to change in - Depreciation -	-	-
Less: (Excess)/ Short Tax Provision	4.33	61.99
Less: Provision for Taxation	-	2.77
Add : Deferred Tax Income / (Expenditure)	(368.77)	(145.54)
Profit / (Loss) AfterTax	(3862.07)	(533.13)
Add: Prior Period Income /(Expenditure) (Net)	-	-
Add: Other Comprehensive Income	3.91	6.10
Profit / (Loss) for the Year	(3858.15)	(527.03)

classification. Note:FiguresofPreviousyearhavebeenregrouped/reclassifiedwherevernecessary,toconfirm

RESULTS OF OPERATIONS

The total revenue from operations for the year ended March 31, 2023 was Rs 12956.78 Lakhs as compared to Rs 13,712.67 Lakhs, for the year under review. Your Company has reported Earnings before Interest, Depreciation and Tax of Rs(478.89) Lakhs, compared to Rs 1627.23 Lakhs in the previous year.

AMOUNT TO BE CARRIED TO RESERVE:

The Company has not transferred any amount to the reserves during the period under review.

FINANCIAL LIQUIDITY

As at March 31, 2023, your company had liquid assets of Rs239.02 Lakhs as against Rs 1721.66 Lakhs at the previous year end.

Your company maintains sufficient cash reserves to meet its operations and strategic objectives

DEPOSITS:

During the year, the company has not accepted any deposits from public within the purview of Section Act read with companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. The company has no deposit which is not in compliance with the provisions of chapter V of the Act and as the Companies (Acceptance of Deposit) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

U/S 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act and Schedule of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (hereinafter referred to as "SEBI Listing .Regulations,2015") have been provided in the notes to the

Financial Statements forming a part of this annual report.

MATERIAL CHANGES AND COMMITMENT

Approval of Scheme of Amalgamation by Honble

NCLT.

The Scheme of Amalgamation of Harishree Aromatics and Chemicals Private Limited (Transferor Company) with Lasa Supergenerics Ltd (Transferee Company) and their Respective Shareholders was approved by Honble December 23, 2022National which is effective from January 04, 2023.

Share Capital of the Company of HarishreePursuant The Scheme of Amalgamation Aromatics and Chemicals Company) with Lasa Supergenerics Ltd (Transferee Company) and their Respective Shareholders which was approved by Honble National Company December 23, 2022 which is effective from January 04, 2023, Authorized Share Capital of the Company stood at Rs1003300000 whereas paid up capital of the company increased to Rs501012390

Section

Code, 2016 filed by Bank of Baroda. in their respective fields of technical, Petition under Section Code, 2016 alleging default in payment amounting toRs 26,79,46,546.25 (Twenty Six crore Seventy nine lakhs forty six thousand five hundred and forty-six rupees and twenty five paisa) (Including alleged interest and penalties) and seeking initiation of Corporate Resolution filed pending for arguments for admission.

Change in Corporate Office: and

The Corporate office of the company where books of accounts shall be maintained is shifted to the Registered

Parshuram Industrial Area, Tal-Khed, Ratnagiri, MH-415722.

RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered during the Financial Year under review were on an arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 materially and the Listing Regulations. significant Related Party Transactions made by the Company during the year that required shareholders approval under

Regulation 23 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation . 2015 All related party transactions wereplacedbeforetheAudit resigned from the post of Committee for their review audit committee is obtained for all Related Party Transactions.

Committ is obtained PrioromnibusapprovaloftheAudit for the transactions which are the need for these cannot be foreseen in advance.

None of the transactions entered with Related Partiesfall Act. Detai under the scope of Section ls of transactions with Related Parties

134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC - 2 and forms part of this Annual Report.

STATE OF COMPANYS AFFAIRS:

The Company is engaged in the business of manufacturing, chemicals, trading, producing, processing, preparing, treating API, Pharmaceuticals, drugs, etc. there is no business of the Company during thefinancialyear ended March 31, 2023.

SHARE CAPITAL:

Private Limited (Transferor The Authorised Share Capital of the Company is

Rs 1,00,33,00,000/- (Rupees One Hundred Crore and Thirty Three Lakhs only) divided into 10,03,30,000 Equity Shares Tribunal on of Rs 10/- each. The Paid up Share Capital of the Company is Rs 50,10,12,390 (Fifty Crore Ten Lakh Twelve Thousand Three Hundred and Ninety) divided into 5,01,01,239 (Five Crore, One Lakh, One Thousand, Two Hundred Thirty Nine) of Rs 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

7 application of Insolvency and Bankruptcy

The Directors of your company are well experienced with finance,expertise 7 of Insolvency and Bankruptcy strategic and operational None of the directors of your company are disqualified under the provision of companies Act 2013. During the period under review, no Non-Insolvencypecuniary relationship except as stated elsewhere in this Report and in the notes to Process (CIRP) against the Company was the accounts.

The day-to-day operations of your Company by its Key Managerial Persons ("KMP") viz. the Managing Director,ExecutiveDirector,theChiefFinancialOfficer the Company Secretary.

Mr. Shivanand Gajanan Hegde (DIN: 00185508) executive director of the company is retiring by eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. As required under the provisions of Section 203 of the Act, Dr. Omkar Herlekar (DIN 01587154), Chairman & Managing Director, Mr. Shivanand Hegde (DIN: 00185508) Executive Director, Mr. Ravishankar Ramprasad Kabra, Chief Financial Officer Company Secretary are the Key Managerial Personnel of your

Company as on the date of this Report.

*Mrs Mitti Jain (A33681) was appointed as Company Secretary and Compliance Officer Ms Ankita Shetty(A65815) and approval.Priorapprovalof Secretary and Compliance Officer

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT repetitiveinnature or when DIRECTORS: In compliance with the requirements of Regulation of the Listing Regulations, place a Familiarization Programme for Independent Directo rs to familiarize them with the Company, their roles, rights, responsibilities which the Company operates, business model etc. The details of the Familiarization Programme conducted are available on the website of the Company www.lasalabs.com

149 of the

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR:

During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and Independent Directors, Board and Committees of the and

Board was carried out under the provisions of the Act and relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria for the evaluation based on the SEBI Guidance Note on Board Evaluation.

The Boards functioning was evaluated on various aspects, of the Board, functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities processes, information the Board were assessed on the degree of fulfillment of key responsibilities, effectiveness of Meetings.

The Directors were evaluated on aspects such as attendance, contribution at Board / / support to the Management outside Board / Meetings.

The performance assessment of Non-Independent Directors,

Board as a whole and the Chairman were evaluated in separate meetings of Independent Directors Nomination The same was also discussed in the meetings and Remuneration Committee and the Board by the entire evaluation Board, excluding the Independent Director being evaluated.

COMMITTEE COMPOSITION:

The details pertaining to composition of determined included in the Corporate Governance Report, which forms a part of this Report Annexure II

HUMAN RESOURCES:

Our company recognizes that employees are the most valuable resource and endeavors to enable its employees to meet business requirements while meeting their career aspirations.The Human Resource agenda continues support the business in achieving sustainable and responsible growth by building the right capabilities in the organization. year policies continues to focus on progressive employee and building a high-performance culture with a growth mind-set where employees are engaged, Our company has in place duly approved PPM (Personnel Policy Manual) indicating roles and responsibilities of force in the company.

DECLARATION BY AN INDEPENDENT DIRECTOR: the Company, nature of the industry in The Company has received declarations from all Independent directors of the confirmingthat they with the company (6) criteria of independence as prescribed under sub-section Act and as per SEBI (Listing Obligations of Section and Disclosure Requirements) Regulations, 2015 Regulations, 2015").

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 6 (Six) times al year. The details of Board Meetings financi duringthe attendance of the Director in the Board meeting are provided in the Corporate Governance Report, which forms part of this Annual Report. For details of meetings of the Board, please refer to the Corporate Governance Report, annexed as Annexure II

POLICIES OF THE COMPANY

Following are the policies which are formulated by the company and also available on the website of the company.

CSR Policy

Sexual Harassment Policy tovariousCommittees, effectiveness of Board and functioning. The

Policy governing transactions with

Whistle Blower Policy adequacy of Committee composition and

Nomination & Remuneration Policy

Human Resource Policy Meetings and guidance Committee Code of conduct Policy

Policy Unpublished Price Sensitive Information

Overlay Succession policy .

Materiality Policy

RISK MANAGEMENT POLICY

. Performance

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures.

The Company does not fall under the ambit of top 1000 listed on the basis of market capitalisation entities, are as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that: to In terms of provisions of Section134(3) (c) and Section 134(5) of the Companies Act, the Board of Directors, to the best of their knowledge and ability, in respect of the financial relations ended March 31, 2023, confirm that: a) In the preparation of the annual accounts for the financial andefficient. year 2022-23, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for other preventingand detecting d) They had prepared theannualaccountsfortheFinancial gy and ensures safety.

Year ended March 31, 2023 on a going concern basis. e) 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; f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL

PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. This policyalsolaysdowncriteriaforselectionand appointment of Board Members. The details of this policy are explained in the corporate Governance Report. Annexure II.

CONSOLIDATED FINANCIAL STATEMENTS

Not applicable since your company does not have any subsidiary during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR

ADEQUACY

The Board Members has in place adequate internal financial controls with reference to the Financial Statements. The

Audit Committee of the Board reviews the internal control systems including internal financial adequacy of internal audit function audit findings with the management, Internal Auditors and

Statutory Auditors.

EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is available on the website of the Company at www.lasalabs.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company has formed the CSR committee in accordance with the provision of section 135 of the Act, details of which are provided in corporate governance report annexed hereto and forming part of this report. The CSR Policy of your company as approved by the Board of Directors and is posted on the website of the company www.lasalabs.com.

The CSR activities as required to be undertaken under Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under the CSR Policy for the financial and the reason for the unspent amount, is annexed hereto in forms part of this Report.

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

The provisions relating to energy conservation and technology absorption have been adhered to the extent applicable to the Company. The Company makes all efforts towards the conservation of The Particulars as prescribed under the Act read with rule 8(3) of the Companies (Accounts ) Rules, 2014 relating to conservation of absorption is provided inAnnexure I which forms the part of this report.

The details of foreign exchange earnings and outgo during the year under review are provided under Notes of the .

Audited Financial Statements. The members are requested to refer to the said note for details in this regards.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration in excess of the limits prescribedunderSection196 and 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year. The ratio of the remuneration of each Whole-time Director and Key Managerial Personnel to the median of employee Remuneration as per section 197 (12) of the Companies Act 2013 read with rule 5 of the Companies (Appointment & Remuneration of the management personnel) Rules, 2014 forms part of this report as Annexure III.

REGULATORY APPROVALS

The relevant regulations Government of India and other regulatory bodies have been duly complied with by your company.

Our manufacturing facilities are monitored and approved by system, the various regulatory authorities. Periodically, your company has halal and GMP certificate. Such authority conducts routine significant internal and audits of all approved facilities.

COMMITTEES OF THE BOARD:

Your company has eight (9) committees of the Board of Directors as on March 31, 2023 out of which 5 are statutory committees of best practices in

Details given in the Corporate Governance Report Annexure II.

Statutory Committees:

Audit committee

Nomination and

StakeholdersRelationshipCommittee

Corporate Social Responsibility

Internal Complaints Committ ee

Other Committees:

Allotment Committee

Enquiry Committee

Advisory Committee

Fund Raising Committee

SECRETARIAL AUDIT REPORT

Pursuant to section 204 of companies Act 2013 and rules made thereunder, a Secretarial Audit Report for the financial year 2022-23 in form MR-3 given by M/s. Shivam Sharma & Associates, Practicing Company Secretary is attached as

Annexure- IV which forms part of this report.

Further, the Secretarial Auditor report does not contain any qualification, marks. ative

CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance and of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms a part of this Report under

Annexure II.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI

Listing Regulations, 2015, detailed review of operations, performance and future outlook of the company is covered under Managements Discussion & Analysis which forms a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and thereunder. The Company arranged various interactive awareness workshops in this regard for the employees in the manufacturing sites, R & D set ups & Corporate Office during your company has been carrying out audit of cost the financial year. Your company has also member in the committee dealing in prevention of sexual harassment.

During the financial year pertaining to sexual harassment was received by the

Company.

VIGIL MECHANISM POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization the Chairman of the Audit Committee. Itisaffirmed personnel of the Company have been denied access to the

Audit Committee. The Whistle on the website of the Company at www.lasalabs.com.

PATENTS

Patents which belong to your Company are follows:

Sr. No	Description	Patent No
1	NITROXYNIL : Method for the simplified production of Fasciolicide and thereof	311538
2	CLOSANTEL : Method for the preparation and ofSalicylanilideantiparasitic	301999
3	CYROMAZINE : An improved process for Certificate the preparation used as an	297903
4	FENBENDAZOLE : Green process for the preparation 1h-Benzo[D]Imidazole-2-Ylcarbamate	303541
5	TRICLABENDAZOLE: Process for the preparation of Benzimidazole derivative as anthelmintic	326040
6	ALBENDAZOLE; An improved process for the preparation of Methyl 5-(Propyl Thio)- 1h-Benzo [D] Imidazol-2-Ylcarbamate	326628
7	HALQUINOL: A simple, safe and cost Halquinol product.	359540
8	HALQUINOL: A Process for Preparation Halquinol Product.	304244

SUCCESSION PLANNING continuousendeavor of the Management TheItisthe Company has its succession plan in place for orderly succession for appointments to Board and to senior management.

AUDITORS AND AUDITORS REPORT : Cost Auditors and Cost Audit Report:

Act, 2013 and the Rules made As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended fromtimeto time, appointed external records every year.

The Board of Directors, on the recommendation of Audit committee, has appointed M/s V.J. Talati & Co., Practicing ended March 31, 2023 no complaint Cost Accountants, Mumbai (Firm Reg. No.: R00213) as the cost Auditor to audit the cost records of the company for Financial Year 2023-24.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for FY 2023-24 is required to be ratified by the members, the Board of Directors recommendsvideitem noticeof .4 the AGM.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of theAct and the year companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the company and had appointed M/s Shivam Sharma & Associates, Practicing Company Secretary (M. No: A35727, CP. No: 16658) to undertake the Secretarial Audit of the company for the year ended March 31, 2023. The Secretarial Audit Report for the Financial Year ended March 31, 2023 has been annexed to this Report as Annexure IV and forms an integral part of this

Report.

Statutory Auditors:

M/s Thanawala & Company, Charted Accountants (Firm registration No. 110948W), the statutory auditor of the company were appointed by the shareholders at the meeting held on September 25, 2018 for a period of five years. Upon Retirement of M/s Thanawala & Company, Charted Process (CIRP) against the Company which is still Accountants, M/s. Gupta Rustagi & Co Chartered Accountant (Firm Registration No.128701W) were appointed by the

Board of Directors of the company and recommended to shareholders to approve the appointment vide item no 3 of

Auditors of the Company theAGMNotice and to hold office from the conclusion of this Annual General Meeting till the conclusion of the thirteenth Annual General Meeting to be held in the calendar year 2028.

The said appointment will be subjected to approval of the shareholders of the company.

The Auditors Report does not contain qualification, any reservation or adverse remark issued by Thanawala & Company, Chartered Accountants. Independent Auditors

Report Annexed which forms part of this Annual Report.

SECRETARIAL STANDARDS

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

OTHER DISCLOSURES:

Corporate Governance: Pursuant to Regulation 34 of the SEBI

LODR Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance, are provided in Annexure ‘II forming part of this Report.

Statutory Compliance: The Company complies with all applicable laws and regulations,pays applicable taxes on time, takes care of all its stakeholders, ensures statutory CSR tes sustainable activities.initia spendand

MSME: The Company complies with the requirement of to the Ministry of Corporate Affairs within the prescribed timelines

DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There has been no instance of fraud reported by Auditors pursuant to Section the rules made thereunder.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial 2022-23 for all applicable compliances as per Securities Circulars / and Exchange Board of India Regulations

Guidelines issued thereunder.

The Annual Secretarial Compliance Report submitted by your Company to the Stock Exchanges is provided under Annexure V which forms part of this report.

PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

Bank of Baroda has filed a petitionunder Section7 of Insolvency and Bankruptcy Code, 2016 alleging default in payment amounting to Rs 26,79,46,546.25 (Twenty Six Crore Seventy nine lakhs forty six thousand five hundred and forty six rupees and twenty five paisa) (Including alleged interest and penalties) and seeking initiation of Corporate Insolvency Resolution pending at admissions stage.

APPRECIATIONS AND ACKNOWLEDGEMENT

The Board of Directors would like to thank and wish to express their appreciation for the continued of the Government of India, Governments of various States in India, bankers, financial institutions, Shareholders, customers, dealers, suppliers and also, the valuable assistance. The Directors also wish to thank all the employees for their contribution, Support and continuedcommitment throughout the year.

For and on behalf of the Board of Directors of LASA SUPERGENERICS LIMITED

Sd/-	Sd/-
SHIVANAND G. HEGDE	OMKAR P. HERLEKAR
DIRECTOR	DIRECTOR
Date: September 02, 2023
Place: Mumbai