par drugs che share price Directors report

Dear Members,

Your Directors have immense pleasure in presenting the Twenty Fourth (24^th) 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 31^st, 2023.

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 Lakhs except EPS)

Particulars	For the Year ended 31st March,2023	For the Year ended 31st March,2022
Revenue from Operations	9,574.88	7,507.44
Other Income	23.83	18.39
Total Income	9,598.71	7,525.83
Less: Total Expenses (excluding Depreciation)	7,767.47	5,927.39
Profit Before Depreciation &Tax	1,831.24	1,598.44
Less: Depreciation	323.32	328.12
Profit before extraordinary items and tax	1,507.92	1,270.32
Less: Extraordinary Items	0.00	0.00
Profit before tax	1,507.92	1,270.32
Less: (i) Current Tax	379.51	334.50
(ii) Deferred Tax	-5.00	14.49
Net Profit/(Loss) ForTheYear	1,133.41	921.33
EPS (Basic)	9.21	7.49*
EPS (Diluted)	9.21	7.49*

*worked out after bonus issued.

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 15 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 to H 9,574.88/- Lakhs during the current year compared to previous year of H 7,507.44/- Lakhs i.e. the increase in the current year is approx 27.54%.

• Net Profit after tax for the current year increased to H 1,133.41/- Lakhs compared to the previous year of H 921.33 /- Lakhs i.e. variation in the current year is approx 23.02%

• The earning per share has been increased from H 7.49 to 9.21 as compared to previous year i.e. various in the current year is approx. 22.96%.

• For Fiscal 2023, our domestic and international operations accounted for approx. 78.99% and 21.01%, respectively, of our total sales.

• The domestic and international sales improved 33.49 % and 11.43% respectively.

• 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. MARKET PRICE DATA:

Our Company listed on NSE 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 2022-23 on NSE*;

Months	Average of Open	Months High Price	Months Low Price	Average of Previous Close	Months total No. ofTrades	MonthsTotal Volume
April-2022	168.22	180.00	151.20	166.29	6099	233754
May-2022	153.85	186.00	138.15	154.02	6666	273087
June-2022	145.05	162.50	132.00	144.74	5243	213683
July-2022	176.71	199.65	141.00	175.56	31434	1362507
August-2022	170.93	187.50	160.10	170.50	5967	205482
September-2022	166.18	182.00	149.10	165.23	7354	228562
October-2022	153.12	163.70	145.80	151.46	4510	147275
November-2022	160.60	187.40	144.55	158.93	21523	728376
December-2022	155.08	164.95	139.90	154.23	11622	381161
January-2023	159.40	182.00	148.10	159.05	20277	614724
February-2023	156.16	169.30	142.55	154.39	5866	157254
March-2023	146.08	157.00	128.35	143.43	6875	172713

4. 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.

5. DIVIDEND:

Your directors dont recommend any Interim and final dividend for the year under review.

6. TRANSFERTO 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 H 1,133.41/- Lakhs transferred to the Surplus in the Statement of Profit & Loss whereas an amount of H 2.70/- Lakhs utilized for income tax adjustment of earlier year.

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

There are no any 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.

8. INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR 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, 2023, 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 records of the inventories are maintained on a manual basis. The company is engaged in bulk drug production and the consumption of the raw materials are not 100% standardize in nature. So, board recommended replacing the manual system by implementing the computerized system so that the movement of the inventories access at each level and its reports on day to day basis.

On recommendation, the company has started the process to move to the system called as ‘infinity but the comprised system is still under the going stage. Considering that, it is recommended herewith to complete the computerized system. Accordingly, physical Verification of Inventories and movement of each items needs to be improved to the stage of in-built system.

The physical verification of the work in progress of the office building as on the end of the year and the plant & machinery installed during the year are not possible to do as the work in the unit is still going on. There are numbers of items replaced and added during the last two years. Therefore, it is recommended to do the physical verification of all the assets on completing all installations at the Bhavnagar Unit.

The long term pending outstanding & receivables of exports and local dues needs to be followed up urgently and it is recommended to settle the same.

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.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS ANDTRIBUNALS:

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.

Further, following approval granted by NSE for Reclassification of Promoters/Promoter Group which does not have any impact on the going concern status and companys operations in future:

The Company has received request from Siddhi Silica Private Limited for declassifying as promoters/Promoter Group and for reclassifying into the category of public shareholders under the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subject to approval of the Member of the Par Drugs and Chemicals Limited, the board has analysed, considered, approved the request received from Siddhi Silica Private Limited. Further, in the Twenty Third (23^rd) Annual General Meeting ("AGM") of the Members of PAR DRUGS AND CHEMICALS LIMITED (‘Company)held on Saturday, 10^th Day of September, 2022 at 11:00 A.M. at TaraSuns, B/h Yash Complex, B/s Sonal Park, G.E.R.I. Road, Gotri, Vadodara -390021, Gujarat, India, considered, discussed and approved the matter by passing ordinary resolution. Consequently, Company made an application to the NSE for seeking Reclassification of Promoters under the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on submissions made by the company, the Exchange approved the application for reclassification of Siddhi Silica Private Limited as per the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on January 17, 2023.

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

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

11. 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.

12. AUDITORS & AUDITORS REPORT:

Statutory Auditors:

It is recommended to appoint M/s. Sarupria Somani & Associates, Chartered Accountants (Firm Registration No.: 010674C), having valid Peer Review certificate, as the Statutory Auditors of the company from the conclusion of the 24^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company to be held for the F.Y. 2023-24 at an annual remuneration / fees of H 2,25,000/- (Rupees Two Lakh Twenty Five Thousand only) plus out of pocket expenses and taxes as applicable from time to time with the power to the Board/Audit

Committee to alter and vary the terms and conditions of appointment, revision including upward revision in the remuneration during the remaining tenure. As required under the provisions of Section 139 of the Companies Act, 2013, company has obtained confirmation from M/s. Sarupria Somani & Associates, Chartered Accountants (Firm Registration No.: 010674C), 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 2022-23.

Secretarial Auditors Report:

The Secretarial Audit Report for the financial year ended 31^st March, 2023 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 31^st March, 2023 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.

13. 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.

14. 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.

15. 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 31^st March, 2023, the Board of Company consists of following Directors:

Sr. No.	Name of Director & 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)	48	NIL	NIL
2.	Mr. Jignesh Vallabhbhai Savani DIN: 00198203	Executive Director & CEO(Promoter)	45	NIL	NIL
3.	Mr. Ghanshayambhai Bhagvanbhai Savani DIN: 03055941	Whole Time Director(Promoter Group)	53	NIL	NIL
4.	Mrs. Nayna Jignesh Savani DIN: 00198189	Non- Executive Director (Promoter Group)	44	NIL	NIL
5.	Mr. Pravin Manjibhai Bhayani DIN: 08332851	Non- Executive Independent Director	51	NIL	NIL
6.	Mrs. Krishna Mitulbhai Shah DIN: 08317678	Non- Executive Independent Director	44	NIL	NIL
7.	Mrs. Kajal Chintanbhai Vaghani DIN: 08317641	Non- Executive Independent Director	43	NIL	NIL
8.	Mrs. Bintal Bhaveshkumar Shah DIN: 08893054	Non- Executive Independent Director	47	NIL	NIL

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, 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 31^st March, 2023, 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, Mr. Jignesh Vallabhbhai Savani, Director & CEO (DIN: 00198203), who retires by rotation and being eligible offers himself for re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Mr. Falgun V. Savani Chairman & Managing Director (DIN:00198236) who retired by rotation re-appointed in the 23^rd Annual General Meeting of the company held on 10^th September, 2022.

Term of Mr. Falgun Vallabhbhai Savani (DIN: 00198236) as Chairman & Managing Director ends on 25^th Day of November, 2023. It is proposed to re-appoint him as Chairman & Managing Director for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028.

Term of Mr. Ghanshayambhai Bhagvanbhai Savani (DIN: 03055941) as Whole-time Director ends on 25^th Day of November, 2023. It is proposed to re-appoint him as Whole-time Director for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028.

Term of Mr. Jignesh Vallabhbhai Savani (DIN: 00198203) as CEO ends on 25^th Day of November, 2023. It is proposed to re-appoint him as CEO for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028.

Term of Mr. Pravin Manjibhai Bhayani (DIN: 08332851) as an Independent Director of the Company ends on 16^th Day of January, 2024. It is proposed to re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17^th January, 2024 to 16^th January, 2029

Term of Mrs. Krishna Mitulbhai Shah (DIN: 08317678) as an Independent Director of the Company ends on 16^th Day of January, 2024. It is proposed to re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17^th January, 2024 to 16^th January, 2029

Term of Mrs. Kajal Chintanbhai Vaghani (DIN: 08317641) as an Independent Director of the Company ends on 16^th Day of January, 2024. It is proposed to re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17^th January, 2024 to 16^th January, 2029

16.4 Meetings of Board of Directors:

Details of the Board Meetings held during the Financial Year ended 31^st March, 2023 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
1/2022-23	07-05-2022	8	7
2/2022-23	13-06-2022	8	7
3/2022-23	28-07-2022	8	8
4/2022-23	09-11-2022	8	8
5/2022-23	10-02-2023	8	8

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. 2022-23
Mr. Falgun Vallabhbhai Savani	5	5
Mr. Jignesh Vallabhbhai Savani	5	5
Mr. Ghanshayambhai Bhagvanbhai Savani	5	5
Mrs. Nayna Jignesh Savani	5	5
Mrs. Krishna Mitulbhai Shah	5	5
Mrs. Kajal Chintanbhai Vaghani	5	4
Mr. Pravin Manjibhai Bhayani	5	5
Mrs. Bintal Bhaveshkumar Shah	5	4

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 31^st March, 2023.

The Composition of the Committee as on March 31, 2023 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	4/4
Mrs. Kajal Chintanbhai Vaghani	Non-Executive & Independent Director	Member	4/4
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director	Member	4/4
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	4/4

 

Meeting No.	Date of Audit Committee Meeting	Total no. of Member	No. of Member present
1/AC/2022-23	07-05-2022	4	4
2/AC/2022-23	27-07-2022	4	4
3/AC/2022-23	09-11-2022	4	4
4/AC/2022-23	10-02-2023	4	4

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 10, 2022.

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 31^st March, 2023.

The Committee met two times during the year on July 27, 2022 and February 10, 2023. The Composition of the Committee as on March 31, 2023 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

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 10, 2022.

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 Executive Director as on 31^st March, 2023.

The Committee met on July 27, 2022. The Composition of the Committee as on March 31, 2023 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	1/1
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	1/1
Mr. Jignesh V. Savani	Executive Director & CEO	Member	1/1

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 10, 2022.

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, 2023.

The Committee met two times during the year i.e. on July 27, 2022 and February 10, 2023. The Composition of the Committee as on March 31, 2023 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

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 10, 2022.

5. Independent Director Meeting:

One Meeting of Independent Directors held on 31/03/2023 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 & Independent Director	Member	1/1

16.6 Details of Remuneration paid to Directors/KMPs:

Name of Member	Category	No. of meeting attended/ held
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director	51.50
		0.45*
Mr. Jignesh Vallabhbhai Savani	CEO and Executive Director	51.50
		0.30*
Mr. Ghanshayambhai Bhagvanbhai Savani	Whole-time Director	51.50
		0.25*
Mrs. Nayna Jignesh Savani	Non- Executive Director	0.45*
Mrs. Krishna Mitulbhai Shah	Non- Executive Independent Director	0.75*
Mrs. Kajal Chintanbhai Vaghani	Non- Executive Independent Director	0.45*
Mr. Pravin Manjibhai Bhayani	Non- Executive Independent Director	0.75*
Mrs. Bintal Bhaveshkumar Shah	Non- Executive Independent Director	0.25*
Mr. Sanket Bhupendrabhai Trivedi	Company Secretary & Compliance Officer	6.30
Mr. Chintan Pratapbhai Chauhan	Chief Financial Officer (CFO)	5.46

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 at http://pardrugs.com/ pdf/policies/Nomination%20and%20Remuneration%20 Policy%20-%20PAR.pdf.

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 at http://pardrugs. com/pdf/policies/Code%20of%20Director%20&%20 Senior%20Management%20Personnel%20-%20PAR.pdf .

16.9 InsiderTrading:

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 at http://pardrugs. com/familiraisation-programme.php

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 all 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 and also they have successfully qualified online proficiency for Independent Directors Data bank from Indian Institute of Corporate Affairs as on date this report.

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. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2022, on its website at www.pardrugs.com/annual-reports.php. The Company will also place annual return in Form No MGT-7 for FY 2022-23 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 is H 12,50,00,000/- divided into 1,25,00,000 Equity Shares

Paid up Share Capital:

At present, paid-up equity share capital is H 12,30,46,360/- consisting of 12304636 equity shares of H 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:

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

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees during the year under review.

22. DEMATERIALISATION OF SHARES:

100% of the companys paid up Equity Share Capital is in dematerialized form as on 31^st March, 2023.

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. 30 to the Balance Sheet as on 31^st March, 2023.

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 https://www.pardrugs.com/pdf/policies/ Policy%20on%20Related%20Party%20Tranactions%20 -%20PAR.pdf.

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-II and forms part of this report.

B. Foreign Exchange earnings and Outgo:

Foreign Earnings: Rs. 19,97,58,663/- Foreign Outgo: rs. 3,07,55,320/-

25. PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company were in receipt of remuneration exceeding H 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 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each director to the median remuneration of the employees and percentage increase in remuneration of each Director, CEO, CFO and CS of the Company for the financial year 2022-23:

Name	Designation	% increase**/ (decrease) in remuneration in the FY 2022-23	Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
SHRI FALGUN VALLABHBHAI SAVANI	Chairman & Managing Director	12.07	31.14:1
SHRI JIGNESH VALLABHBHAI SAVANI	Executive Director & Chief Executive Officer	12.07	31.14:1
SHRI GHANSHAYAMBHAI	Whole-time Director	12.07	31.14:1
BHAGVANBHAI SAVANI
SMT. NAYNA JIGNESH SAVANI	Non-Executive Director *	125.00	0.27:1
SHRI PRAVIN MANJIBHAI BHAYANI	Independent Director*	97.37	0.45:1
SMT. KRISHNA MITULBHAI SHAH	Independent Director*	97.37	0.45:1
SMT. KAJAL CHINTANBHAI VAGHANI	Independent Director*	73.08	0.27:1
SMT. BINTAL BHAVESHKUMAR SHAH	Independent Director*	92.31	0.15:1
SHRI SANKET B. TRIVEDI	Company Secretary and	18.43	-
	Compliance Officer
SHRI CHINTAN P. CHAUHAN	Chief Financial Officer	15.14	-

Note: *Remuneration of the Directors consists only of sitting fees drawn by them.

**The percentage increase in remuneration is calculated basis the remuneration as per Section 17 of the Income Tax Act, 1961.

2. Median remuneration of employee during the year of the company is H 1.65 Lakh

3. Percentage increase in the median remuneration of employees in the financial year (Median 2022-23/Median 2021-22): 7.48%

4. The number of permanent employees on the rolls of company are 105

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:-

a. Average percentage increase in salary of employees other than managerial personnel is 7.51%

b. Average percentage increase in salary of managerial personnel is 11.86%

6. The Company hereby affirm that the remuneration is as per remuneration policy of the Company

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report pursuant to proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office address 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 an approach towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board.

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-III 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 at http:// pardrugs.com/pdf/policies/Final_CSR_POLICY.pdf

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 https://www.pardrugs. com/pdf/policies/Vigil%20Mechanism%20Policy%20-%20 PAR.pdf

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 andhastakenadequatestepstoensurethattherequirements 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, and Corporate Governance Report is attached as an Annexure-IV. Further

Company regularly filed Corporate Governance Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which are available on the website of the Company at http://pardrugs.com/corporate-governance-report.php

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. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIALYEAR:

Not applicable as no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONSTHEREOF.

Not applicable.

37. 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.