pharmaids pharmaceuticals ltd share price Directors report

Dear members,

The Board of Directors presents the report of the Business and Operations of your Company together with the Audited Standalone and Consolidated financial statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The Companys Standalone and Consolidated Financial results for the year ended March 31, 2023, is summarised below:

(All Amounts in INR Lakhs)

Particulars	Standalone		Consolidated
	For the year ended March 31		For the year ended March 31
	2023	2022	2023	2022
Revenue	-	393.93	-	393.93
Other Income	-	1.51	-	1.51
Total Income	-	395.44	-	395.44
Expenses
a) Cost of Material Consumed	-	-	-
b) Purchase of Stock in Trade	-	409.00	-	409.00
c) Changes in Inventories of Stock-in-Trade, Work in Progress and Finished Goods	88.76	(51.85)	88.76	(51.85)
d) Employee Benefit Expenses	113.11	4.44	113.11	4.44
e) Finance Cost	0.46	0.27	0.46	0.27
f) Depreciation and Amortisation Expenses	1.68	0.92	1.68	0.92
g) Other Expenses	786.75	18.63	786.75	18.63
Total Expenses	990.76	381.41	990.76	381.41
Profit/(loss) before Exceptional items and Tax	(990.76)	14.03	(990.76)	14.03
Exceptional Items	-	-	-	-
Profit/(loss) before tax	(990.76)	14.03	(990.76)	14.03
Tax expense:	-	-	-	-
(1) Current tax	-	-	-	-
(2) Deferred tax	(235.20)	(0.49)	(235.20)	(0.49)
Profit (Loss) for the period from continuing operations	(755.56)	14.52	(755.56)	14.52
Profit/(loss) from discontinued operations	-	-	-	-
Tax expense of discontinued operations	-	-	-	-
Profit/(loss) from discontinued operations (after tax)	-	-	-	-
Profit/(loss) for the period	(755.56)	14.52	(755.56)	14.52
Other Comprehensive Income	-	-	-	-
A (i) Items that will not be reclassified to profit or loss	-	-	-	-
(ii) Income tax relating to items that will not be reclassified to profit or loss	-	-	-	-
B (i) Items that will be reclassified to profit or loss	-	-	-	-
(ii) Income tax relating to items that will be reclassified to profit or loss	-	-		-
Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	-	-	(752.08)	14.52
Earnings per equity share Basic and Diluted	(5.86)	0.14	(5.83)	0.14

Note: The above figures are extracted from the audited standalone and consolidatedfinancial statements of the Company prepared as per the Indian Accounting Standards (Ind AS).

PERFORMANCE REVIEW

On a Standalone basis, your Companys revenue from operations stood at Nil in the financial year 2022-23, as against Rs. 393.93 Lakhs in the corresponding previous period. The Board of your company is hopeful about the better performance in the coming years.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review the management of the company have taken all the measures to present true and fair financial position of the company. During the said exercise management identified certain receivables which were long due. Diligent efforts were made to recover them, but despite the managements persuasion, it was determined that the funds could not be recovered. Consequently, the proposal for creation of provision for write-off, write-back and write-down the unrecoverable receivables, assets and payables respectively were placed before the Audit Committee and Board.

Based on the suggestion and assessment of the management, the Audit Committee and Board of Directors at their respective meetings, decided to create provision for write-off, write-back and write-down the unrecoverable receivables, assets and payables respectively. As a result of these, there was a net impact of Rs. 702.27 Lakhs in provision during the current reporting period financial year ended on March 31, 2023.

Apart from the above, no material changes have occurred after the end of the financial year to which financial statements relate and till the date of this Report which may impact on the financial position of the Company. (Standalone).

DIVIDEND

The board of directors of the company has not recommended any dividend on the equity shares of the company for the financial year ended March 31, 2023.

SHARE CAPITAL

Authorised share capital of the company as on March 31, 2023 is Rs.30,00,00,000/- (Rupees Thirty Crores only) divided into 30,00, 000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital is Rs. 21,44,38,190/- (Rupees Twenty-One crore forty-four lakh thirty-eight thousand one hundred and ninety only) divided into 2,14,86,234 Equity shares of Rs. 10/- each.

During the year under review the company have raised funds through private placement as a result of which the capital of the company was increased as follows:

Type of Capital	Meeting	Date of Meeting	No. of Shares
Paid up capital	Board Meeting	December 06, 2022	Allotted 27,75,000 Equity Shares (consequent to the conversion of 27,75,000 share warrants out of 37,00,000 share warrants allotted on October 13, 2022) having face value of Rs. 10/- each at a premium of Rs. 5/- each on preferential basis
Authorised capital	Extraordinary General Meeting	December 31, 2022	Increase in Authorised Share Capital of the Company from 1,65,00,000 (One Crore Sixty- Five Lakhs Only) Equity Shares having face value of Rs. 10/- each to 3,00,00,000 (Three Crore) Equity Shares having face value of Rs. 10/- each
Paid up capital	Board Meeting	January 17, 2023	Allotted 84,00,000 equity shares at face value of Rs. 10/- each at a premium of Rs. 10/- each on preferential basis

Apart from the above, the Company did not raise any additional equity share capital during the year. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint ventures, and associate companies as per Companies Act 2013.

During the year under review the Board at its meeting held on January 17, 2023 approved for investment in Anugraha Chemicals (“Firm”), a Partnership Firm registered under Karnataka Partnership (Registration of Firms) Rules, 1954 by acquiring 51% partnership interest in multiple tranches. Accordingly, your company acquired 25.5% stake as 1^st tranche in the firm.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve

DETAILS OF MATERIAL EVENTS DURING THE YEAR

A. Investment in Anugraha chemicals (“The Firm”):

As a part of In-organic growth your company have been identifying potential targets within the industry in which it operates. In the process company identified Anugraha Chemicals as one of the potential strategic targets.

Anugraha Chemicals is a Partnership Firm, Registered under the Karnataka Partnership (Registration of Firms), Rules 1954, engaged in the business of manufacture of bulk drug intermediaries and chemicals. The firm was incorporated vide a partnership deed entered by the partners therein, on May 10, 1990.

The company after having multiple discussions with the partners, carrying out extensive due diligence and with the approval from the Board of Directors has entered into an agreement on January 25, 2023 with the firm to acquire 51% stake by investing a sum of Rs. 5,14,08,000/- (Rupees Five Crore Fourteen Lakhs Eight Thousand Only) through multiple tranches in the said firm. Investment Agreement also provides for increase in PPLs stake beyond 51% by additional investment for meeting the upgradation/business needs of Anugraha Chemicals.

In view of the same, your company has acquired 25.5% stake in Anugraha chemicals on February 1, 2023 as a first tranche of investment.

B. Private placement

1. Allotment of37,00,000 share warrants of Rs. 10/- each at a premium of Rs.5/- each.

During the year under review, your Company allotted 37,00,000 share warrants convertible into equity shares having face value of Rs. 10/- each at a premium of Rs. 5/- (Rupees Five Only) each within a period of 18 months from the date of allotment of warrants, as per terms and conditions approved by members in 33^rd Annual General Meeting held on August 20, 2022.

Further, the company received the request letter from the three allottees namely: Mr. Venu Madhava Kaparthy, Mr. Balagangadhara B C and Mr. Shankarappa Nagaraja Vinaya Babu intending to convert the 27,75,000 share warrants out of 37,00,000 share warrants into Equity shares.

Accordingly, Board at its meeting held on December 6, 2022, approved the Conversion and Allotment of 27,75,000 share warrants convertible into equity shares having face value of Rs. 10/- each at premium of Rs. 5/- (Rupees Five Only) from the above mentioned three allottees.

2. Issuance of 84,00,000 Equity shares of Rs. 10/- each at a premium of Rs.10/- each.

During the year under review, your Company approved the issuance of 84,00,00 Equity shares having face value of Rs. 10/- each at a premium of Rs. 10/- (Rupees Ten Only) with the aim of supporting the companys

General Business Purpose, Business Expansion, and Working Capital Requirements, in accordance with the terms and conditions approved in Extraordinary General Meeting held on December 31, 2022.

Accordingly, Board at its meeting held on January 17, 2023, approved the Allotment of 84,00,000 Equity share having face value of Rs. 10/- each at premium of Rs. 10/- (Rupees Ten Only).

C. Acquisition of5791 sq.mtrs (approx. 1.43 acres) of Land

Your Company to achieve its vision and mission have been exploring the growth opportunity in both ways i.e., Organic and Inorganic. As a part of Organic Growth Company has planned to setup Pharmaceuticals Manufacturing and Research & Development Unit.

The Board at its meeting held on February 13, 2023, approved for taking the land measuring 5791 sq. mtrs (approx. 1.43 acres) situated at Karnataka Industrial Area Development Board to Vaishnavi Enterprises, a proprietorship firm, located at Avverahalli (Dobbaspet 4th Phase) Industrial Area, Sy. No. parts of 20 & 21/2, Village - K.G. Srinivasapura, Hobli, Sompura, Taluk Nelamangala, District - Bengaluru on lease-cum-sale basis.

D. Shifting of Registered office of the Company

The Shareholders of the Company at the 33^rd Annual General Meeting held on August 20, 2022, approved for shifting of the Registered office of the company from State of Telangana i.e., 4-4-211/212/3, Inderbagh, Sultan Bazaar, Hyderabad ? 500095 To State of Karnataka i.e., Unit 201, Second Floor, Brigade Rubix, 20/14 HMT Factory Main Road, Peenya Plantation, Bengaluru ? 560013.

On approval of the Regional Director and ROC, the Registered Office of the Company is now shifted from State of Telangana i.e., 4-4-211/212/3, Inderbagh, Sultan Bazar, Hyderabad - 500095 to State of Karnataka i.e., Unit 201, Second Floor, Brigade Rubix, 20/14 HMT Factory Main Road, Peenya Plantation, Bengaluru ? 560013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements of the company, your Directors wish to confirm that:

1. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. your 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 as at March 31, 2023, and of the profit and loss of the company for that period;

your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

3. your Directors have prepared the annual accounts on a going concern basis.

4. your directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the Directors and Key Managerial Personnels of the company in accordance with th provisions of section 203 of the Companies Act, 2013 read with the Companies (Appointment an Remuneration of Managerial Personnel) Rules, 2014.

Sl. No. Name of the Key Managerial Personnel	Designation
1 Mr. Venu Madhava Kaparthy	Executive Director
2 Ms. Mini Manikantan	Executive Director
3 Mr. Mopperthy Sudheer	Independent Director
4 Mr. Pattadamai Natarajasarma Vijay	Independent Director
5 Mr. Venkat Rao Sadhanala	Non-Executive, Non-Independent Director
6 Mr. Methuku Nagesh	Independent Director
7 Mr. Balagangadhara B C	Chief financial officer
8 Mr. Kaushik Kumar	Company Secretary

Details of an Appointment and Change in the office of a Directors and KMPs

Details o	Appointment
Sl. No. Name	Designation	Date of Appointment
1 Mr. Venu Madhava Kaparthy	Whole Time Director	May 05, 2022
2 Ms. Mini Manikantan	Whole Time Director	July 09, 2022
3 Mr. Methuku Nagesh	Independent Director	November 29, 2022
4 Mr. Pattadamai Natarajasarma Vij ay	Independent Director	October 30, 2022
5 Mr. Balagangadhara B C	Chief Financial Officer	October 13, 2022
6 Mr. Kaushik Kumar	Company Secretary	October 13, 2022

 

Details of Resignation
Sl. No. Name	Designation	Date of Resignation
1 Mrs. Padmaja Kalyani Sadhanala	Whole Time Director	May 21, 2022
2 Mr. Vishwa Prasad	Whole Time Director	July 09, 2022
3 Mr. Vyasmurthi Madhavrao Shingatgeri	Independent Director	August 03, 2022
4 Mr. Veerareddy Vallpureddy	Independent Director	November 29, 2022
5 Mr. Chilam Shrikanth	Chief Financial Officer	October 13, 2022
6 Ms. Annie Jodhani	Company Secretary	October 13, 2022

Pursuant to Section 152 of the Companies Act and the Articles of Association of the Company, Ms. Mini Manikantan (DIN: 09663184), Whole Time Director is liable to retire by rotation at the ensuing AGM, and being eligible, offers herself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their Meetings held on August 29, 2023, recommended the re-appointment of Ms. Mini Manikantan for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Ms. Mini Manikantan possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013 (‘Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided confirmation as contemplated under Section 149(7) of the Act. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Company Secretary in practice, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority, forms part this report.

In accordance with provisions of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149 of Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

The Company has devised the Policy for selection of Directors and determining Directors independence and the Board on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy can be viewed on the companys website at http://www.pharmaids.com/images/p/Nomination-Remuneration-and-Evaluation-Policy.pdf

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be conducted by the entire Board of Directors, excluding the Director being evaluated.

The Board evaluation was conducted through Questionnaire by way of internal Assessment.

Evaluation of Committee was based on criteria such as adequate independence of each Committee, Effectiveness of the committee, Independence of the committee from the board, Contribution to decisions of the board, frequency of meetings and time allocated to such discussions etc.

Evaluation of Board was based on criteria such as frequency of the meetings, time devoted for examining compliance issues, boards integrity towards financial reporting system, dissemination of information to members timely and regularly etc.

Evaluation Criteria for independent directors has been detailed in Corporate Governance Report which forms part of this annual report.

DISCLOSURES Meetings of the Board

Eleven (11) Meetings of the Board of Directors were held during the year 2022-23. The particulars of the meetings held, and attendance of each Director are detailed in the Corporate Governance Report. The intervening gaps between the meetings were within the limits prescribed under the Act and the Listing Regulations.

Committees of the Board

The Company has duly constituted the Committees required under the Act read with the applicable Rules made thereunder and the Listing Regulations. As on March 31, 2023, the following Committees of the Board were functional:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Audit Committee

During the year under review, Mr. Veerareddy Vallapureddy demitted office as an Independent Director of the Company and consequently ceased to be the chairman and member of the Audit Committee. The Audit Committee presently comprises of the following members:

. Name	Designated
1 Mr. Pattadamai Natarajasarma Vij ay	Independent Director (Chairman)
2 Mr. Venu Madhava Kaparthy	Whole Time Director
3 Mr. Methuku Nagesh	Independent Director
4 Mr. Mopperty Sudheer	Independent Director

All the recommendations made by the Audit Committee were accepted by the Board.

Particulars of the meeting held, and attendance of each member of the committee are detailed in the Corporate Governance Report.

Nomination and Remuneration Committee

During the year under review, Mr. Veerareddy Vallapureddy demitted office as an Independent Director of the Company and consequently ceased to be the chairman and member of the Nomination and Remuneration Committee. The Nomination Remuneration Committee presently comprises of the following members.

Sl. No. Name	Designated
1 Mr. Pattadamai Natarajasarma Vijay	Independent Director (Chairman)
2 Mr. Venkat Rao Sadhanala	Non-executive and Non-Independent Director
3 Mr. Methuku Nagesh	Independent Director

Particulars of the meeting held, and attendance of each member of the committee are detailed in the Corporate Governance Report.

Stakeholders Relationship (SR) Committee

During the year under review, Mr. Veerareddy Vallapureddy demitted office as an Independent Director of the Company and consequently ceased to be the chairman and member of the Stakeholders Relationship Committee. The Stakeholders Relationship Committee presently comprises of the following members.

Name	Designated
1 Mr. Methuku Nagesh	Independent Director (Chairman)
2 Mr. Venu Madhava Kaparthy	Executive Director
3 Ms. Mini Manikantan	Executive Director

Particulars of the meeting held, and attendance of each member of the committee are detailed in the Corporate Governance Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) will complete their first term on conclusion of the ensuing Annual General Meeting.

The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint Secretarial Auditor, who shall be a Company Secretary in practice, to conduct Secretarial Audit of the Company.

The Board of Directors at their meeting held on August 04, 2023, based on the consent received from M/s Kashinath & Co., Practising Company Secretaries, appointed M/s Kashinath & Co., Practising, Company Secretaries (Certificate of Practice No. 4807), as Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year ended March 31, 2024.

In terms of Section 204 of the Act and Regulation 24A of the Listing Regulations read with the SEBI Circular, the Report given by the Secretarial Auditors is annexed as Annexure 4 and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have appointed Mr. T N Raghavendra, Practicing Chartered Accountant as an Internal Auditor of the Company for the financial year 2023-2024.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively.

INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any funds lying unpaid and unclaimed for a period of seven years. Therefore, there were no Funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantee during the financial year 2022-2023, as per section 186 of the Companies Act, 2013.

The particulars of investments along with the purpose for which the investment made is given under the material events held during year and also form part of the Notes to the financial statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company place on record their deep appreciation for the contribution made by the employees of the Company at all levels. A Note on Human Resources is provided in the Management Discussion and Analysis (“MDA”) Report, which forms part of this Report.

The information about employees particulars as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 3 and forms part of this Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and other particulars of the employees is annexed as Annexure 3.1 and forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted “Internal Complaints Committee” to redress and resolve any complaints arising at respectable workplace.

RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Organization. In Compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities.

INTERNAL FINANCIAL CONTROLS

Internal financial controls are essential to ensure the accuracy and integrity of its financial information.

Your Company has an adequate system of internal controls with clearly defined authority limits. Internal controls ensure that the Companys assets are protected against loss from unauthorised use or disposition and all transactions are authorised, recorded, and reported in conformity with generally accepted accounting principles. These systems are designed to ensure accuracy and reliability of accounting data, promotion of operational efficiency and adherence to the prescribed management principles. These policies are periodically reviewed to meet business requirements.

The Company has in place adequate internal financial controls with respect to financial statements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Board of Directors have established robust Vigil Mechanism and a Whistle-blower policy for Directors and Employee to report genuine concerns in compliance of Section 177(9) and (10) of Companies Act, 2013 and the regulation 22 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Company Believes in promoting fair, transparent, ethical, and professional work environment. The company has adopted the code of conduct which provides an environment that promotes responsible and protected whistle blowing. All the employees including Directors and External Parties such as consultants, vendors, suppliers, dealers, customers and contractors working for and/ or on behalf of any of the Group entities are covered under the Whistle-blower policy.

The Vigil Mechanism and Whistle-blower policy is available on the Companys website and can be accessed http://www.pharmaids.com/images/p/HRP%2002%20Whistle%20Blower%20Policy.pdf

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, we would like to confirm that, our company has not entered into any contracts/arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. As required under the Companies Act, 2013, the prescribed Form AOC 2 is appended as Annexure 1 to the Boardss report. There were no material significant related party transactions which could have potential conflict with the interests of the Company at large.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party. Transactions as approved by the Board is available on the Companys website and can be accessed at http://www.pharmaids.com/images/p/HRP%2003%20Related%20Partv%20Transactions%20Policv.pdf

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

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 2 to this Report.

CORPORATE GOVERNANCE

The Company adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The report on Corporate Governance for the year 2023 along with general shareholder information as stipulated under the Listing Regulations forms part of the Annual Report. ,M/s Kashinath & Co., Practising Company Secretary (Certificate of Practice No. 4807) of the Company, has issued a certificate confirming the compliance with the provisions of Corporate Governance by the Company for the year ended March 31, 2023, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V to the SEBI Listing Regulations, and the same is attached along with the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section forming part of the Annual Report.

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of Cost records under Section 148 of Companies Act, 2013 are not applicable to the Company.

CODE OF PREVENTION OF INSIDER TRADING

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct to regulate, monitor and report trading by insiders & designated persons and procedures for fair disclosure of Unpublished Price Sensitive Information.

The Company has also adopted the Policy for determination of Legitimate Purposes and Policy for Inquiry in case of leak or suspected leak of unpublished price sensitive information in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and can be accessed at http://www.pharmaids.com/images/p/HRP%2004%20Policv%20for%20Prevention%20of%20Insider%20 Trading%20Policy.pdf

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with the Rules made thereunder, the draft Annual Return prepared as per Section 92(3) of the Companies Act, 2013 in Form MGT-7 has been placed on the website of the Company at www.pharmaids.com

i. Details relating to deposits covered under Chapter V of the Act.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares (including sweat equity shares) to employee of the company under any scheme.

iv. Our company does not have any subsidiaries. Hence, none of the Whole-time Directors of the company receive any remunerations or commission from any of its subsidiaries.

v. There have been no Companies, which have become/ceased to be subsidiaries, Joint Ventures or Associate Companies during the year under review. However, the Company acquired 25.5 % stake in Anugraha Chemicals (The “Firm”), a Partnership Firm, registered under Karnataka Partnership (Registration of Firms) Rules, 1954. As per Indian Accounting Standard, said Firm is an Associate of the Company. Details of the same has been provided under heading “Details of Material events During the Year”.

vi. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

vii. No frauds have been reported by the Auditors to the Audit Committee or the Board.

viii. There has been no change in the nature of business of the Company.

ix. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

x. There was no instance of one-time settlement with any bank or Financial Institution.

ACKNOWLEDGEMENT AND APPRECIATIONS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and guidance received from the banks, government and regulatory authorities, stock exchanges, customers, vendors and members during the year under review.

	By order of the Board of Directors
	Sd/-	Sd/-
	Venu Madhava Kaparthy	Sadhanala Venkata Rao
Date: 29.08.2023	Whole Time Director	Director
Place: Bangalore	(DIN: 00021699)	(DIN: 02906370)