Par Drugs & Chemicals Ltd Directors Report.

Dear Members,

Your Directors have immense pleasure in presenting the Twenty Second (22nd) Annual Report on the business and operations of the Company together with the Audited Financial Statements of your Company for the financial Year ended March 31st, 2021.

The Director Report is prepared based on the standalone financial statements of the company and the

Report on the performance and financial position of the Company.

1. FINANCIAL RESULTS:

(Amount in Rs.)
Particulars For the Year ended 31st March,2021 For the Year ended 31st March,2020
Revenue from Operations 60,75,13,047 55,84,86,873
Other Income 18,93,568 9,85,557
Total Revenue 60,94,06,615 55,94,72,431
Less: Total Expenses (excluding Depreciation) 45,38,08,505 47,19,38,694
Profit Before Depreciation &Tax 15,55,98,110 8,75,33,737
Less: Depreciation 2,81,93,951 2,76,15,126
Profit before extraordinary items and tax 12,74,04,159 5,99,18,611
Less: Extraordinary Items -1,98,57,025 0
Profit before tax 14,72,61,183 5,99,18,611
Less:(i) Current Tax 3,36,10,000 1,00,00,000
(ii)Deferred Tax -24,60,934 22,68,830
Net Profit/(Loss) For The Year 11,61,12,117 4,76,49,781
EPS (Basic & Diluted) 18.87 7.75

2. Performance Review

1. The Company is engaged in the Manufacturing business of Active Pharma Ingredients ("APIs"), and Fine Chemicals. Our product portfolio presently comprises 18 APIs and 10 Fine Chemical which are marketed domestically and exported.

2. The highlights of the Companys performance are as under:-

Revenue from operations is increased toRs. 60,75,13,047/- during the current year compared to previous year of Rs. 55,84,86,873/- i.e. the variation in the current year is approx 9 %.

Net Profit after tax for the current year increased substantially to Rs. 11,61,12,117/-compared to the previous year of Rs. 4,76,49,857/- i.e. variation in the current year is approx144% .

Earnings per share increased to Rs. 18.87 per share as compared to Rs. 7.75 per share during the previous year i.e. variation in the current year is approx 144%.

For Fiscal 2021, our domestic and international operations accounted for 84% and 16%, respectively, of our total sales.

In June, 2021 we have started a set of new production line-up i.e. one new manufacturing block, which increases production capacity within the existing product portfolio i.e. same as per our existing product portfolio and market. More precisely, There are four Manufacturing Blocks at Bhavnagar which are for different products having a capacity of approx 9,700 MTPA. Block 1 APIs, Block 2 - Magnesium Hydroxide, Block 3 - Fine Chemicals and Block 4 APIs/ Fine Chemicals.

The Company is making all out efforts for presenting better& better results. The Company is also redefining its marketing strategies so as to capture increased market share. Looking to the volatile market conditions, the Company management needs to be much alert all the times to have better business prospects and profitability.

3. IMPACT OF COVID-19:

Due to outbreak of COVID-19 globally and in India, the Companys management has made initial assessment of likely adverse impact on business and financial risks on account of COVID-19. This global pandemic significantly affects social and economic activities worldwide and as a result, the same could affect the operation of the company in terms of impacting supply chain, industrial stock demand, price of materials and availability of employees/workers. At the date of approval of the financial statements, the company has evaluated the impact of COVID-19 on its business operation and based on its review, there is no significant impact on its financial results.

4. MARKET PRICE DATA:

Our Company listed on NSE Emerge Platform having Symbol "PAR", ISIN: INE04LG01015. The following table shows High, Low during the respective month and number of equity shares traded during each month in the FY 2020-21 on NSE-Emerge*;

Month High (Rs.) Low (Rs.) Volume No of Trades
April-2020 39.2 27.5 46000 23
May-2020 34.75 34 6000 3
June-2020 49 33 96000 48
July-2020 52.75 45.5 164000 82
August-2020 50.7 44.25 76000 36
September-2020 50.5 47.15 30000 15
October-2020 64.9 49 298000 146
November-2020 74.8 67 178000 86
December-2020 74.35 60.25 160000 74
January-2021 71.95 62.4 118000 56
February-2021 84.9 64 208000 98
March-2021 123.8 82.3 182000 88

*Reference: Historical data available on www.nseindia.com

5. CHANGE IN THE BUSINESS OF THE COMPANY:

Company is engaged in manufacturing business of Active Pharma Ingredients ("APIs") and Fine

Chemicals and there is no change in the nature of business of the company occurred during the year.

6. DIVIDEND:

Your directors dont recommend any dividend for the year under review as company had already issued Bonus Shares in the proportion of 1:1 i.e. 1 (One) New Equity Share of the nominal value of Rs. 10/- (Rupees Ten only) each, for every 1 (One) existing fully paid-up Equity Share of Rs. 10/- (Rupees Ten only) each. The said Bonus equity shares were allotted on 30th April, 2021.

7. TRANSFER TO RESERVE:

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed

to transfer any amount to general reserves account of the company during the year under review.

Further, there are no changes in Capital Reserve. During the year an amount of Rs .11,61,12,117/- transferred to the Surplus in the Statement of Profit & Loss whereas earlier income tax liability amounting to Rs. 1,12,038/-utilized from the same.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report are as under:

Pursuant to resolution passed in the Extra-ordinary General Meeting of the company held on 15th April, 2021, Authorised Share Capital of the company increased from Rs. 8,75,00,000/- (Rupees Eight Crore Seventy Five Lacs Only) divided into 8750000 (Eighty Seven Lacs Fifty Thousands) Equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 12,50,00,000/- (Rupees Twelve Crores Fifty Lacs

Only) divided into 12500000 (One Crore Twenty Five Lac) Equity shares of Rs. 10 /- (Rupees Ten only) each by creation of additional 3750000 (Thirty Seven Lacs Fifty Thousands) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari-passu in all respect with the existing Equity Shares of the Company.

Pursuant to resolution passed in the Extra-ordinary General Meeting of the company held on 15th April, 2021, Company issued Bonus Equity Shares out of securities premium account of the Company available based on Audited Financials of the Company for the year ended on March 31, 2020 in the proportion of 1:1 i.e. 1 (One) New Equity Share of the nominal value of Rs .10/- (Rupees Ten only) each, for every 1 (One) existing fully paid-up Equity Share of Rs. 10/- (Rupees Ten only) each. The said Bonus equity shares were allotted on 30th April, 2021.

Registered office of the company was shifted from 805, Dwarkesh Complex R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat to 815 Nilamber Triumph, Gotri Vasna Road, Vadodara- 390007 Gujarat,

India w.e.f. 6 th Day of May, 2021.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Board has adopted the observation given by internal auditor of the Company that the manual system of records shall be replaced with the computerized system so as to assess the movement of the inventories at each level and its reports on day to day basis and the valuation of inventory system shall be replaced from the last purchase cost of raw materials to the moving weighted average.

Further, the Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Management of the Company and internal auditor checks and verifies the internal control and monitors them in accordance with.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND

TRIBUNALS:

As there are no any significant and material orders were passed by any regulators and/or courts and tribunals during the year under review which may have the impact on the going concern status and companys operations in future.

11. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

12. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review.

13. AUDITORS & AUDITORS REPORT:

Statutory Auditors:

M/s. V Dhamsania & Associates, Chartered Accountants (FRN: 132499W), Statutory Auditors of the company holds the office up to the this forthcoming Annual General Meeting of the company and are recommended for re-appointment as Statutory Auditors of the company till the conclusion of the next Annual General Meeting of the Company to be held for the F.Y. 2021-22 at such remuneration including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and the Auditor.

As required under the provisions of Section 139 of the Companies Act, 2013, company has obtained confirmation from M/s. V Dhamsania& Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

Boards comment on the Auditors Report:

Audit report to the Shareholders does not contain any qualification, reservation or adverse remarks. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013, Board of Directors had appointed M/s. DG Patel & Associates, Practicing Company Secretaries (C.P. No.: 13774) as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2020-21.

Secretarial Auditors Report:

The Secretarial Audit Report for the financial year ended 31st March, 2021 is self-explanatory and does

not call for any further comments.

There is no qualification, reservations or adverse remarks made by the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended 31st March, 2021 is annexed herewith as

Annexure I to this report.

Internal Auditor:

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal

Auditor or a firm of Internal Auditors.

During the year under review, M/s Siddhpura & Co., Chartered Accountants was appointed as Internal Auditors to conduct internal audit as per agreed scope of works pursuant to the provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

GST Auditor:

The Board of directors had appointed M/s. V Dhamsania & Associates as GST Auditors of the Company

for financial year 2020-21 & 2021-22.

14 . DETAILS OF FRAUD REPORTING BY AUDITOR:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not

reported any incident of fraud.

15. MAINTENANCE OF COST RECORDS & COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. Requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the company.

16 . DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

16.1 Composition of Board of Directors:

The Board of Directors of Company is a balanced one with an optimum mix of Executive and Non

Executive Directors. The Board of the Company is headed by an Executive Chairman.

As on 31st March, 2021, the Board of Company consists of following Directors:

Sr. Name of Director & No. DIN Category Age in Years No. of Directorship in other companies No. of membership &Chairmanship of committees in other Public Limited Company
1. Mr. Falgun Vallabhbhai Savani DIN: 00198236 Chairman and Managing Director (Promoter) 46 NIL NIL
2. Mr. Jignesh Vallabhbhai Savani DIN: 00198203 CEO and Executive Director(Promoter) 43 NIL NIL
3. Mr. Ghanshayambhai Bhagvanbhai Savani DIN: 03055941 Whole Time Director (Promoter Group) 51 NIL NIL
4. Mrs. Shilpa Falgunbhai Savani* DIN: 00198250 Non- Executive Director (Promoter Group) 42 NIL NIL
5. Mrs. Nayna Jignesh Savani DIN: 00198189 Non- Executive Director (Promoter Group) 42 NIL NIL
6. Mr. Pravin Manjibhai Bhayani DIN: 08332851 Non- Executive Independent Director 48 NIL NIL
7. Mrs. Krishna Mitulbhai Shah DIN: 08317678 Non- Executive Independent Director 42 NIL NIL
8. Mrs. Kajal Chintanbhai Vaghani DIN: 08317641 Non- Executive Independent Director 41 NIL NIL
9. Bintal Bhaveshkumar Shah** DIN: 08893054 Non- Executive Additional Independent Director 45 NIL NIL

* resigned w.e.f. 24th August, 2021

** appointed w.e.f. 28th September, 2020

Notes:

(i) Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders Relationships Committee in Indian Public Limited companies other than Par Drugs and Chemicals Limited. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees. (ii) None of the directors are related to each other except Mr. Falgun Vallabhbhai Savani, Mrs. Shilpa Falgunbhai Savani, Mr. Jignesh Vallabhbhai Savani, Mrs. Nayna Jignesh Savani, Mr. Ghanshayambhai Bhagvanbhai Savani, are related to each other. (iii) Details of Director(s) retiring or being re-appointed are given in notice to Annual General Meeting. (iv) Brief profiles of each of the above Directors are given in the beginning of the report.

16.2 Key Managerial Personnel (KMP):

As on 31st March, 2021, Mr. Falgun Vallabhbhai Savani, Chairman & Managing Director; Mr. Ghanshayambhai Bhagvanbhai Savani, Whole-time Director; Mr. Jignesh Vallabhbhai Savani, Chief Executive Officer; Mr. Chintan Pratapbhai Chauhan, Chief Financial Officer and Mr. Sanket Bhupendrabhai Trivedi, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act,2013. There is no change in Key Managerial Personnel during the year under review.

16.3 Directors retiring by rotation and seeking appointment/re-appointment:

In terms of section 152 of the Companies Act, 2013, Mrs. Nayna Jignesh Savani, Non-Executive Director (DIN: 00198189), who retires by rotation and being eligible offers herself for re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends her reappointment.

Mrs. Bintal Bhaveshkumar Shah (DIN: 08893054) was appointed as an Additional Independent Director w.e.f. 28th Day of September, 2020 and holds the office upto the date of ensuing Annual General Meeting of the company. Based on the performance evaluation and recommendation of the nomination and remuneration committee, Board recommends to regularize and appoint her as an Independent Director of the company in the ensuing Annual General Meeting of the company for a term of 5 years from 28th Day of September, 2020to 27 th September, 2025, without being liable to retire by rotation.

In the opinion of the Board, Mrs. Bintal Bhaveshkumar Shah fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder and LODR for her appointment as an Independent Director of the Company and that the proposed director is independent of the management.

A brief resume of Directors retiring by rotation and appointed/re-appointed along with the nature of expertise, shareholding in the Company and other details as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an Annexure A to the Notice of the ensuing Annual General Meeting.

16.4 Meetings of Board of Directors:

Details of the Board Meetings held during the Financial Year ended 31stMarch, 2021 are as under. The

intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Meeting No. Date of Board Meeting Total no. of Directors No. of Directors present
1/2020-21 01-06-2020 8 8
2/2020-21 15-06-2020 8 7
3/2020-21 05-08-2020 8 7
4/2020-21 28-09-2020 8 7
5/2020-21 29-10-2020 9 8
6/2020-21 04-02-2021 9 7
7/2020-21 18-03-2021 9 7

The names of members of the Board and their attendance at the Board Meetings are as under:

Name of the Directors Number of Meetings which Director was entitled to attend Number of Board Meetings attended during the F.Y. 2020-21
Mr. Falgun Vallabhbhai Savani 7 7
Mr. Jignesh Vallabhbhai Savani 7 7
Mr. Ghanshayambhai Bhagvanbhai Savani 7 7
Mrs. Shilpa Falgunbhai Savani 7 5
Mrs. Nayna Jignesh Savani 7 7
Mrs. Krishna Mitulbhai Shah 7 6
Mrs. Kajal Chintanbhai Vaghani 7 1
Mr. Pravin Manjibhai Bhayani 7 7
Mrs. Bintal Bhaveshkumar Shah 3 3

16.5 Board Committees and their Meetings:

1. Audit Committee:

The Audit Committee comprises of four members with three Independent Directors and one

Executive Director as on 31st March, 2021.

The Composition of the Committee as on March 31, 2021 and its attendance for meetings held

during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 6/6
Mrs. Kajal Chintanbhai Vaghani Non-Executive & Independent Director Member 5/6
Falgun Vallabhbhai Savani Chairman & Managing Director Member 6/6
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 5/6
Meeting No. Date of Audit Committee Meeting Total no. of Member No. of Member present
1/AC/2020-21 30-05-2020 4 3
2/AC/2020-21 05-08-2020 4 3
3/AC/2020-21 28-09-2020 4 3
4/AC/2020-21 29-10-2020 4 3
5/AC/2020-21 04-02-2021 4 3
6/AC/2020-21 18-03-2021 4 3

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on

21st July, 2020.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three members with two Independent

Directors and one Non-executive Director as on 31st March, 2021.

The Committee met two times during the year i.e. 30/05/2021 and 28/09/2021. The Composition of the Committee as on March 31, 2021 and its attendance for meetings held during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 2/2
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 2/2
Mrs. Nayna J. Savani Non-Executive Director Member 2/2

3. Stakeholders Relationship Committee:

Company has constituted a Stakeholders Relationship Committee to redress complaints of the shareholders. The Stakeholders Relationship Committee comprises of three members with two Independent Directors and one Non-executive Director as on 31st March, 2021.

The Committee met two times during the year i.e. on 30/05/2021 and 18/03/2021. The Composition of the Committee as on March 31, 2021 and its attendance for meetings held during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 2/2
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 2/2
Mr. Jignesh V. Savani Executive Director & CEO Member 2/2

4. CSR Committee:

The board of directors have formulated the CSR Committee on January 23, 2020 in order to take corporate initiative to assess and take responsibility for the companys effects on the environment and impact on social welfare.

The CSR Committee comprises of three members with two Independent Directors and one Non-executive

Director as on March 31, 2021.

The Committee met three times during the year i.e. on 30/05/2020, 29/10/2020 and 04/02/2021. The Composition of the Committee as on March 31, 2021 and its attendance for meetings held during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 3/3
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 3/3
Mr. Nayna J. Savani Non-Executive Director Member 3/3

5. Independent Director Meeting:

One Meeting of Independent Directors held on 17/03/2021 during the year under review and

attendance for meetings held during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 1/1
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 1/1
Mrs. Kajal Chintanbhai Vaghani Non-Executive & Independent Director Member 1/1
Mrs. Bintal Bhaveshkumar Shah Non-Executive & Additional Independent Director Member 1/1

16.6 Details of Remuneration paid to Directors/KMPs:

Name of Director/KMP Designation Remuneration p.a. (in Rs.)
Mr. Falgun Vallabhbhai Savani Chairman & Managing Director 43,00,008
Mr. Jignesh Vallabhbhai Savani CEO and Executive Director 43,00,008
Mr. Ghanshayambhai Bhagvanbhai Savani Whole-time Director 43,00,008
Mrs. Shilpa Falgunbhai Savani Non- Executive Director 5000*
Mrs. Nayna Jignesh Savani Non- Executive Director 12000*
Mrs. Krishna Mitulbhai Shah Non- Executive Independent Director 20000*
Mrs. Kajal Chintanbhai Vaghani Non- Executive Independent Director 2000*
Mr. Pravin Manjibhai Bhayani Non- Executive Independent Director 21000*
Mrs. Bintal Bhaveshkumar Shah Non- Executive Additional Independent Director 4000*
Mr. Sanket Bhupendrabhai Trivedi Company Secretary & Compliance Officer 4,39,962
Mr. Chintan Pratapbhai Chauhan CFO 4,41,291

*Sitting Fees

16.7 Policy on appointment and remuneration to Directors, KMP & Senior Management Personnel:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the company www.pardrugs.com.

16.8 Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the

Company which is posted on the website of the Company www.pardrugs.com.

16.9 Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor and report trading in Companys securities by persons having access to unpublished price sensitive information of the Company. The Company Secretary is the Compliance Officer for the purpose of this code.

16.10 Familiarization Programme for Independent Director:

The Independent Directors are very enthusiastic to get involved in the activity of the Company and on continuous basis they are in constant touch with the executive directors of the Company and also they have taken part in the activity like to visit Companys plants, where plant heads appraise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme is available on the website of the company www.pardrugs.com.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet

criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under

Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Pursuant to Ministry of Corporate Affairs Notification, dated October 22, 2019 all the Independent Directors of the Company have already registered themselves on IICA.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTU/S 186 OF THE COMPANIES ACT, 2013:

During the reporting period, your Company has not granted any loans, guarantees or made investments or provided securities in violation of Section 186 of the Companies Act, 2013 and rules thereof. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this annual report.

20 . EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No.MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2021 is annexed hereto as Annexure - II and forms part of this report.

The Annual return of the Company for FY 2019-20 has been placed on the website of the Company and available at www.pardrugs.com. The Company will also place annual return in Form No MGT-7 for FY 2020-21 on completion of ensuing annual general meeting of shareholders of the Company.

21. SHARE CAPITAL:

Authorized Share Capital:

The authorized share capital of the Company was increased from Rs. 8,75,00,000 consisting of 87,50,000 Equity Shares of Rs. 10/-each to Rs. 12,50,00,000/- divided into 1,25,00,000 Equity Shares ofRs. 10/- each vide resolution passed in the Extra-ordinary General Meeting of the company held on 15th April, 2021.

Paid up Share Capital:

As on 31st March, 2021, Paid up Share Capital of the company wasRs. 6,15,23,180/- (Rupees Six Crores Fifteen Lakhs Twenty Three Thousands One Hundred and Eighty Only) divided into 61,52,318Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Pursuant to resolution passed in the Extra-ordinary General Meeting of the company held on 15th April, 2021, Company issued Bonus Equity Shares out of securities premium account of the Company available based on Audited Financials of the Company for the year ended on March 31, 2020 in the proportion of 1:1 i.e. 1 (One) New Equity Share of the nominal value of Rs. 10/- (Rupees Ten only) each, for every 1 (One) existing fully paid-up Equity Share of Rs. 10/-(Rupees Ten only) each. The said Bonus equity shares were allotted on 30th April, 2021.

At present, paid-up equity share capital is Rs. 12,30,46,360/- consisting of 12304636 equity shares ofRs.

10/- each.

Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

Pursuant to resolution passed in the Extra-ordinary General Meeting of the company held on 15th April, 2021, Company issued Bonus Equity Shares out of securities premium account of the Company available based on Audited Financials of the Company for the year ended on March 31, 2020 in the proportion of 1:1 i.e. 1 (One) New Equity Share of the nominal value of Rs. 10/- (Rupees Ten only) each, for every 1 (One) existing fully paid-up Equity Share of Rs. 10/-(Rupees Ten only) each. The said Bonus equity shares were allotted on 30th April, 2021.

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

22 . DEMATERIALISATION OF SHARES:

100% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2021.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties during the year under review under Section 188 of the Companies Act, 2013 and hence disclosure in the Form AOC-2 is not applicable. Further, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 32 to the Balance Sheet as on 31st March, 2021.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pardrugs.com.

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

A. Conservation of Energy& Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the company during the year under review is annexed hereto as Annexure III and forms part of this report.

B. Foreign Exchange earnings and Outgo:

Foreign Earnings: Rs. 9,70,55,606 /-

Foreign Outgo: Rs. 94,20,676/-

25. PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company were in receipt of remuneration exceeding Rs. 1,02,00,000/- p.a., if employed throughout the year or Rs. 8,50,000/- p.m. if employed for part of the year. Further, statement containing particulars of employees under Section 19 7(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under.

Name of Director Remuneration Ratio of Remuneration of director to median remuneration of employee % Increase/Decrease
Mr. Falgun Vallabhbhai Savani 43,00,008/- 24.44:1 Not Applicable
Mr. Jignesh Vallabhbhai Savani 43,00,008/- 24.44:1 Not Applicable
Mr. Ghanshayambhai Bhagvanbhai Savani 43,00,008/- 24.44:1 Not Applicable
Total 1,29,00,024/-

Note: Independent Director and other Non-executive director are entitled to sitting fees as mentioned in

point no. 16.6 above.

1. Median remuneration of employee during the year of the company is 1,75,932.00/-

2. The Company is hereby affirmed that the remuneration is as per remuneration policy of the Company.

26. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your companys fundamental approach to risk management includes to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Company has adopted a risk management policy which inter alia, sets out our approach towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board. The said policy is available atwww.pardrugs.com.

27. 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 IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the said Report, which is a part of this report. CSR Policy is available on the Companys website on www.pardrugs.com

28. 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 has been uploaded on the website of the Company at www.pardrugs.com.

29. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals.

30. CORPORATE GOVERNANCE:

Your company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance SEBI (LODR) Regulations, 2015 are complied with. The Corporate Governance Report with the Auditors Certificate thereon, and Management Discussion and Analysis Report are attached, which forms part of this report Annexure V.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Management Discussion and Analysis Report is enclosed as a part of this report.

32 . PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and 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 Redressal) Act, 2013 and the Rules thereunder. Internal Complaint Committee is set up to redress complaints received regularly. There were no complaints received and reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures; b) The Directors 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 and loss of the Company for that period; c) The Directors 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 preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

The company has complied with the applicable Secretarial Standards issued time to time by the Institute

of Company Secretaries of India.

35. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and cooperation

received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the

committed services by the Companys executives, staff and workers.

For & On Behalf of Board of Directors

PAR DRUGS AND CHEMICALS LIMITED

Date: 24th August, 2021
Place: Vadodara Sd/- Sd/-
(Falgun V. Savani) (Jignesh V. Savani)
Chairman & Managing Director Director & CEO
(DIN: 00198236) (DIN: 00198203)