Dear members,
Your directors take pleasure in presenting the 28th Annual Report together
with the audited financial statements of Nectar Lifesciences Limited ("NLL" or
"Neclife" or "Nectar" or "the Company") for the Financial
Year ("FY") ended March 31, 2023.
Financial results and state of affairs
INR in Million
|
31-Mar-23 |
31-Mar-22 |
| Gross Sales (Including GST) |
17465.57 |
19249.22 |
| Other Income |
431.79 |
113.18 |
Profit before interest and depreciation & exceptional items |
979.02 |
1701.31 |
| Interest |
794.76 |
788.10 |
| Depreciation & Amortization |
591.19 |
569.68 |
| Profit (Loss) before exceptional items & tax |
(406.94) |
343.53 |
| Exceptional items (Net of Tax) |
- |
- |
| Profit (Loss) before tax |
(406.94) |
343.53 |
| Tax expenses |
(182.37) |
90.34 |
| Profit (Loss) after tax |
(224.57) |
253.20 |
| Other Comprehensive income |
1.88 |
8.13 |
| (Net of Taxes) |
|
|
| Profit (Loss) after tax available for |
(222.69) |
261.32 |
| Appropriations |
|
|
The Companys revenue during FY 2022-23 stood at INR 17466 million against INR 19249
million in the previous year recording a decrease of 9.27%. The company reported a loss
before tax of INR 406.94 million in FY 2022-23 compared to profit before tax of INR 343.53
million in FY 2021-22. Finance costs also increased by 0.85% to INR 794.76 million. The
profitability has been decreased mainly because of the higher average cost of input Raw
Materials which could not be passed in full to the customers. Further, there was an impact
of very high increase in husk prices, as well, which has resulted higher power and fuel
cost. It is expected that in FY 2023-24 the input material cost may be stabilized and
finished products average realization might also improve which may lead to better
profitability.
The detailed discussion on Companys various operations, state of Companys affairs,
nature of business and changes therein, material changes during and after the closure of
FY, if any, financial position are set out in Management Discussion and Analysis Report
("MDA"). The MDA of financial condition and result of operations of the
Company for the year under review as required under Securities and Exchange Board of India
("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015
("LODR Regulations"), is given as Annexure 1 and forms and part of this report.
Any disclosure not given in this report and its annexures but disclosed in Annexure 1,
shall be deemed to be reported in this report and vice versa. As the Company is not in the
top 1000 companies list based on the Market Capitalisation as on March 31, 2022 and March
31, 2023, the Business Responsibility and Sustainability Report ("BRSR") may not
be applicable to the Company.
There has been no change in the nature of business of the Company. The financial
results of the company for the quarter ended on June 30, 2023 will be made available on
the website of the company (URL: https://www.neclife.com ).
Indian Accounting Standards ("Ind AS") and Secretarial Standards
The company has adopted Ind AS prescribed under section 133 of the Companies Act, 2013
("Act"), read with the relevant rules issued there under and accordingly,
standalone and consolidated audited financial statements have been prepared in accordance
with the recognition and measurement principles laid down in Ind AS and the other
accounting principles generally accepted in India.
The Company is in compliance of Secretarial Standards as issued by Institute of Company
Secretaries of India ("ICSI").
Corporate Governance
The Company aimed to conduct its affairs in an ethical manner. A separate Report on
Corporate Governance is given as Annexure 2 and forms and part of this report. A
certificate from the Companys Auditors regarding the Compliance of Conditions of
Corporate Governance as stipulated under LODR Regulations is given in Annexure 3. Any
disclosure not given in this report and its annexures but disclosed in Annexure 2, shall
be deemed to be reported in this report and vice versa.
Share capital
The authorised capital of the Company is INR 350.00 million divided into 350 million
equity shares of INR 1.00 each. The paid-up equity share capital as on March 31, 2023 was
INR 224.26 million. There was no public issue, rights issue, bonus issue or preferential
issue, etc. during the FY. The Company has not issued shares with differential voting
rights, sweat equity shares, nor has it granted any stock options. Thus, nothing to report
on change in share capital.
Global Depository Receipts (GDRs)
The Company has 46,000,000 equity shares of INR 1/- each underlying 46,000,000 Global
Depository Receipts (GDRs). The GDRs are listed on
: Luxembourg Stock Exchange/ LuxSE
Soci?t? de la Bourse de Luxembourg S.A.
B.P. 165, L-2011 Luxembourg
Si?ge social, 11, av de la Porte-Neuve,
Telephone: (352) 47 79 36 – 1, Fax: (352) 47 32 98
Subsidiary Companies
At the beginning of the year, the company had wholly owned subsidiaries
("WOSs") namely Nectar Lifesciences UK Limited ("NLL-UK"),
incorporated in United Kingdom ("UK"), NECLIFE PT, UNIPESSOAL LDA ("NECLIFE
PT"), incorporated in Portugal and Nectar Lifesciences US, LLC ("NL USA,
LLC"), incorporated in United States of America ("US").
NLL-UK had been dissolved on January 31, 2023. Further, NL USA, LLC had been dissolved
as per Communication dated February 09, 2023, received from the Secretary of State of
Delaware, USA. Consequent upon the said dissolution, NLL-UK and NL USA, LLC ceased to be
the WOSs of the Company. The dissolution of the aforesaid WOSs would not affect any
business/ accounting policies of the Company.
There is negligible investment in NECLIFE PT and no business activity has been carried
out therein in FY 2022-23 and till date in FY 2023-24. Therefore, nothing is to report on
the performance and financial position of NECLIFE PT.
The contribution of WOSs in the performance of the Company was/ is negligible.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient
features of financial statements of subsidiaries, associates and joint venture companies
in Form AOC-1 is attached to the Financial Statements. The separate financial statements
in respect of the NECLIFE PT shall be kept open for inspection at the Registered Office of
the Company during working hours for a period of 21 days before the date of the Annual
General Meeting ("AGM"). Your Company will also make available these documents
upon request by any Member of the Company interested in obtaining the same. The separate
audited/ unaudited financial statements in respect of the NECLIFE PT are also available on
the website of your Company at URL:
https://www.neclife.com/_files/ugd/6aa048_2ea6c9b48e8d42978826c1d825e84614.pdf.
None of the WOSs was/ is material as per Policy for determining Material Subsidiaries
of the Company and LODR Regulations. The Company does not have any associate company or
joint venture company, therefore, nothing to report thereon.
Consolidated financial Statements
As required under Section 129 of the Act and LODR Regulations, consolidated financial
statements for the year ended on March 31, 2023 of the Company are attached.
Dividend, Reserves and Dividend Distribution Policy
Considering the losses incurred by the company during FY 2022-23, your Directors are
not recommending a Dividend for the year ended March 31, 2023. The Board of Directors of
your Company has decided not to transfer any amount to the Reserves for the year under
review. The members may please refer to notes of Notice of AGM for information on
shares/dividend transferred / proposed to be transferred to IEPF Authority.
The Dividend Distribution Policy is placed on the website of the Company at
https://www.neclife.com/_files/ugd/6aa048_08a096eaff2643ee8944920c02642ea8.pdf and Company
is in compliance of the same.
Directors and Key Managerial Persons
Mr. Sanjiv Goyal (DIN: 00002841), Chairman & Managing Director will retire by
rotation in the forthcoming AGM and being eligible, offer himself for re-appointment. The
Board recommends his reappointment as a Director.
Mr. Vivek Sett (DIN: 00031084), Director, resigned from the Board w.e.f. May 6, 2022,
due to personal reasons and pre-occupations. Ms. Guljit Sethi (DIN: 00669460), Independent
Director resigned from the Board w.e.f. May 9, 2022, due to her pre-occupation in her own
companys expansion which needs her to devote more time there. Dr. Dinesh Dua (DIN:
02436706) has tendered his resignation as an Executive Director as well as Director of the
Company effective from July 09, 2022, due to personal reasons and pre-occupations.
Dr. Sanjit Singh Lamba (DIN: 01741827) who was appointed as an additional director as
well as a Wholetime Director designated as Director (Technical) of the company for a
period of 2 years w.e.f. August 13, 2022, had tendered his resignation as a Director
(Technical) as well as Director of the Company effective from August 21, 2022 due to his
health issues.
Based on the recommendation of Nomination & Remuneration Committee
("NRC") the Board of Directors vide resolution dated August 02, 2022 and Members
in their AGM held on September 21, 2022 have appointed Dr. Indu Pal Kaur (DIN: 09686862)
on the Board as an Independent Director for a period of five years from August 02, 2022.
In the opinion of the board, Dr. Kaur has the integrity, expertise and experience
(including the proficiency) for being appointed as an independent director. However, she
has not yet passed the online proficiency self-assessment test conducted by Indian
Institute of Corporate Affairs. She has time to clear such test till July 26, 2024 as per
sub rule (4) of Rule 6 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014.
Based on the recommendation of NRC, the Board of Directors and Members by way of postal
ballot have appointed Mr. Puneet Sud (DIN: 09735713) as Director (liable to retire by
rotation) as well as a Wholetime Director designated as Director (Operations) of the
Company for a period of 2 years from September 24, 2022.
The Company has received declarations from all the Independent Directors of the Company
confirming that:
1. They meet the criteria of independence as prescribed both under sub-section (6) of
Section 149 of the Act, and under LODR Regulations.
2. They are in compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies
(Appointment and Qualifications of Directors) Rules, 2014.
3. They have complied with the Code of Conduct for Directors and senior management.
Your Directors do hereby confirm that in the opinion of the board, the independent
directors fulfil the conditions specified in the Act and LODR Regulations and are
independent of the management.
As on the date of the end of FY, the company has right proportion of Independent
Directors viz a viz Non-Independent Directors as per applicable provisions of Section 149
of the Act, and LODR Regulations.
Mr. Sandeep Goel, Chief Financial Officer ("CFO") has resigned w.e.f.
November 14, 2022. Mr. Sushil Kapoor has been appointed as a CFO w.e.f. November 14, 2022.
Ms. Anubha, Company Secretary & Compliance Officer has resigned w.e.f. November 15,
2022. Ms. Neha Vaishnav has been appointed as a Compliance Officer w.e.f. December 13,
2022 and Company Secretary w.e.f. February 14, 2023.
Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of
the Company as on March 31, 2023, were as under: Mr. Sanjiv Goyal, Chairman & Managing
Director Mr. Puneet Sud, Director (Operations) Mr. Amit Chadah, Chief Executive Officer
("CEO") Mr. Sushil Kapoor, CFO
Ms. Neha Vaishnav, Company Secretary & Compliance Officer
Number of meetings of the board
Five (5) meetings of the board were held during the year. The details of Directors
attendance and meeting held during FY 2022-23 are provided in Corporate Governance Report
which forms and part of this report.
Directors responsibility statement
The Directors confirm that:
• in the preparation of the annual accounts, the applicable accounting standards
have been followed and that no material departures have been made from the same; •
they have 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 FY and of the profit &
loss of the Company for that period; • they have 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 preventing and detecting fraud and
other irregularities; • they have prepared the annual accounts on a going concern
basis; • they have laid down internal financial controls for the Company and such
internal financial controls are adequate and operating effectively; and
• they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
Board evaluation
Pursuant to the provisions of the Act and LODR Regulations, the evaluation of the Board
involves multiple levels:
1. Board as a whole;
2. Committees of the Board;
3. Individual Directors and Chairperson, CEO, Independent Directors, Non-independent
directors, etc.
The performance of the Board and committees was evaluated by the NRC and the Board
after seeking inputs from all the directors/ committee members on the basis of the
criteria such as the Board/ committee composition and structure, effectiveness of board
processes, information and functioning, etc.
The following information is provided in agenda papers for evaluation of:
A. Board
1. Frequency of meetings
2. Attendance by Board members
3. Duration and conduct of meetings
4. Agenda and documentation
5. Board Structure
6. Functions of the Board
7. Communications and Interaction B. Committees
1. Size of the Committee is appropriate for the complexity & operations of the
organization.
2. Effectiveness of the Committee in performing its role and discharging its
responsibilities (as mandated under the Act and the LODR Regulations).
3. The Committee oversees the terms of references assigned to it/ its statutory
obligations/ role defined.
4. The Committee review / approves matters of its terms of reference.
5. Agenda of the Committees are being circulated at a reasonable time in advance
6. Draft and Signed Minutes of the Committees circulated to the members of the
Committee.
7. Minutes of meeting(s) of the Committee are placed before the Board regularly.
8. The Committee effectively performs support functions to the Board in fulfilling its
responsibilities.
9. Overall functioning of the Committee.
The NRC and the Board have reviewed the performance of the individual directors and CEO
on the basis of the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the Chairman was
also evaluated on the key aspects of his role. The performance evaluation forms of each of
director get filled from all directors based on Knowledge, Skills, Attitude, Application
to the job, Communication, Human Behavior & Teamwork and Overall Performance.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman and CEO was
evaluated on the basis of parameters as provided above.
Policy on directors appointment and remuneration and other details
The Companys policy on directors appointment and remuneration and other matters
namely Nomination, Remuneration & Evaluation Policy as provided in Section 178(3) of
the Act has been uploaded on the website of the company at
https://www.neclife.com/_files/ugd/6aa048_17d769b4f1064d5eadb8fb8d97a4520f.pdf. The
salient features of the Policy are to provide a framework and set standards for the
nomination, remuneration & evaluation of the Directors, Key Managerial Personnel and
officials comprising the Senior Management. The Company aims to achieve a balance of
merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior
Management. The remuneration / compensation / commission etc., to the Directors, Key
Managerial Personnel and Senior Management are determined by the NRC and recommended to
the Board for its approval. There is no change in the policy during FY 2022-23.
Committees of the Board
The Company constituted the Committees as per the provisions of Sections 135, 177, 178
and other applicable provisions of the Act and LODR Regulations. The composition, powers
and duties of the Committees, during FY 2022-23, are detailed out in the Corporate
Governance Report which forms and part of this report. The Board of Directors accepted all
recommendations of the Audit Committee.
Internal financial control systems and their adequacy
The company has adequate financial controls. The details in respect of internal
financial control and their adequacy are included in the MDA, which forms part of this
report.
Auditors
M/s Deepak Jindal & Co, Chartered Accountants (Firm Registration No. 023023N) have
been appointed as the Statutory Auditors of the Company in the 27th AGM held on
September 21, 2022, for a period of five years commencing from the conclusion of the 27th
AGM till the conclusion of the 32nd AGM to be held in the year 2027.
Auditors Report
The Report given by the M/s Deepak Jindal & Co, on the financial statements of the
Company is part of the Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report. Observations made in
the Auditors Report are self-explanatory and therefore do not call for any further
explanation.
No fraud has been reported by the Auditors under sub-section (12) of section 143 of the
Act to the Audit Committee or the Board.
Secretarial Auditor and Secretarial Audit Report
Secretarial Audit has been carried out by Mr. Prince Chadha of P. Chadha &
Associates, Practicing Company Secretary, the Secretarial Auditor of the company for FY
2022-23. The Secretarial Audit Report is appended as Annexure 4 to this report. There were
no qualifications, reservation or adverse remarks given by Secretarial Auditors of the
Company.
The Company has undertaken an audit for the FY 2022-23 for all applicable compliances
as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual
Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of
the end of the FY.
Cost Records and Audit
The Company is required to maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Act and accordingly such accounts and records
are made and maintained.
The Cost Auditor has submitted the Cost Audit Report for FY 2021-22 on September 24,
2022 which has been filed on October 20, 2022 within the prescribed time.
The Cost Auditor shall forward the Cost Audit Report for FY 2022-23 by September 26,
2023. The report will be filed with the Ministry of Corporate Affairs within 30 days of
date of Cost Audit Report.
The company has appointed Dr. Vimal Kumar Aggarwal (Membership No. 9982) prop. of M/s
V. Kumar and Associates, SCF 13, GF, VIP Galleria Market, VIP Road, Zirakpur, SAS Nagar
(Mohali) Punjab-140603, Cost and Works Accountants as the Cost Auditors of the Company for
FY 2023-24.
Risk management
The development and implementation of risk management policy has been covered in the
MDA, which forms part of this report.
The Company has re-constituted a Risk Management Committee with Mr. Sanjiv Goyal as the
Chairman, and Dr. Rupinder Tewari and Mr. Amit Chadah as members on August 02, 2022. The
terms of reference of the committee and its meetings held during the year, are provided in
the Corporate Governance Report which forms part of this report.
The audit committee has additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
Particulars of loans, guarantees and investments
The company has not given any loan or provided guarantee or security as per Section 186
of the Act, however, the amount receivable from subsidiaries, if any, and the investments
under section 186 of the Act are given in the Financial Statements forming part of the
Annual Report.
Transactions with related parties
Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 5 in
Form AOC-2 and the same forms part of this report. Further details about these
transactions are provided in Report on Corporate Governance.
Corporate social responsibility
The brief outline of the Corporate Social Responsibility ("CSR") Policy of
the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure 6 of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the
website of the Company.
Annual Return and Extract of annual return
As provided under Section 92(3) of the Act, the Annual Return (MGT-7) is also available
on the website of the company at
https://www.neclife.com/_files/ugd/6aa048_5ff82f9c26af421d94b69e86f52a0556.pdf.
Employees
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached
as Annexure 7. In terms of proviso to Section 136 of the Act, the Report and Accounts are
being sent to the Members and others entitled thereto, excluding the information on
employees particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said
information is available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company up to the date of the ensuing
AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the
Company Secretary in this regard. This information is also available on the website of the
Company (URL: www.neclife.com).
Fixed deposits
During the year under Report, your Company did not accept any deposits from the public
in terms of the provisions of Act. Therefore, there is nothing to report on deposits or
defaults thereof as per the provisions of the Act or rules made thereunder.
Disclosure requirements
• Details of the familiarization programme of the independent directors are
available on the website of the Company (URL: https://www.neclife.com/about-3-11).
• Policy for determining material subsidiaries of the Company is available on the
website of the
Company(URL:https://www.neclife.com/_files/ugd/6aa048_64ca0809f242486f99ce21aedbbff190.pdf
).
• Policy on dealing with related party transactions is available on the website of
the Company (URL:
https://www.neclife.com/_files/ugd/6aa048_3f0a10d3dced4c64a72545b94352b187.pdf ).
• The Whistle Blower Policy to provide Vigil Mechanism for employees including
directors is available on the website of the Company
(URL:https://www.neclife.com/_files/ugd/6aa048_cafe48f72d7144a5928e793ccdbe532d.pdf ).
Committee and Policy against Sexual Harassment of women at Workplace
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act").
The company has made the Policy for Prevention of Sexual Harassment ("POSH
Policy") under POSH Act for all individuals working for the Company at all levels and
grades, including senior executives, officers, employees (whether permanent, fixed-term or
temporary), consultants, contractors, trainees, staff, casual workers, interns. As per
policy any aggrieved woman employee who feels and is being sexually harassed directly or
indirectly may make a complaint of the alleged incident to any member of the Committee
constituted for this purpose.
Disclosures in relation to the POSH Act: a. number of complaints pending as on April
01, 2022 – NIL b. number of complaints filed during the FY 2022-23 – NIL c.
number of complaints disposed of during the FY 2022-23 – N.A. d. number of complaints
pending as on March 31, 2023 – N.A.
Energy, technology and foreign exchange
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in
Annexure 8 to this Report.
Acknowledgement
Your Directors would like to express their sincere and grateful appreciation for the
assistance and cooperation received from bankers and government authorities and also thank
the shareholders for the confidence reposed by them in the Company and looking forward to
their valuable support in the future plans of the Company.
Your Directors also thank its agents, the medical professionals and its customers for
their continued patronage to the Companys products.
|
For and on behalf of the Board of Directors |
|
of Nectar Lifesciences Limited |
|
(Sanjiv Goyal) |
| Place: Chandigarh |
Chairman & Managing Director |
| Date: 26-05-2023 |
DIN: 00002841 |
+91-9892691696
