rpg life sciences ltd share price Management discussions

1) Industry structure and developments

The Indian Pharmaceutical Market (IPM) is now valued at H 2,00,507 crores with a year-on-year value growth of

7.9% as reported by IQVIA for March 2023.

2) Opportunities and Threats

The Indian market has certain unique characteristics. Branded generics constitute greater than 70% of the retail market and prices are low due to the high level of competition. Early incumbents have dominated due to formulation development capacities. Though Indias rank is much lower in value terms, we rank 3^rd in volume terms.

India is expected to break into top 10 countries in terms of spend on medicines as the spending is expected to grow at about 10% annually over the next five years. This augurs well for the domestic industry. The Government has emphasised on cost reduction to make healthcare more affordable and generic drugs have remained in focus.

Indian pharmaceutical industry has seen gradual increase in government healthcare spending and expansion of the private hospital sector. Government initiatives such as allowing 100% Foreign Direct Investment (FDI) in health and medical services and PLI schemes are benefiting the industry. The Government of India had announced the National Health Policy 2017 where the goal is to attain highest level of health and well-being for all ages by improving access, improving quality and making cost of healthcare delivery affordable. The Government also plans to increase health expenditure to 2.25% of gross domestic product by 2025. This is expected to also give a boost to the pharmaceutical sector.

Several socio-economic factors, including increasing sales of generic medicines, continued growth in chronic therapies and a greater penetration in rural markets will further contribute to the growth of the Indian pharmaceutical market. Other contributing factors for growth are heightened health awareness, increasing affluence, changing lifestyles resulting in higher incidence of lifestyle diseases and a fast-growing health insurance industry. In addition, low cost of production and R&D boosts the efficiency of Indian pharmaceutical companies.

The pandemic has accelerated digital adoption across the pharma value chain right from drug development to patient connect and it is expected that the proliferation of technology will also aid in filling the existing gaps in the healthcare infrastructure. Through intelligent automation, companies are now able to gather an overall insight into a patients journey, from diagnosis to diseases management. This data-based insight, in turn, helps improve drug development and subsequently improves patient outcomes.

National List of Essential Medicines (NLEM) revision in 2015, resulted in 376 medicines coming under the price control which has reduced price realisations and resulted in growth in revenues from such medicines. At present, about 18% of the Indian market is under price control. Recently, National Pharma Pricing Authority (NPPA) has issued capping of trade margins which has resulted in substantial reduction in Maximum Retail Price (MRP) of around 128 drugs which currently are not under the purview of NLEM medicines. However, with WPI for calendar year 2022 at 12.12%, we expect a corresponding increase in price which will reduce the net impact.

The industry growth is led by chronic disease segments viz. cardiovascular, diabetes, dermatology, oncology and is largely influenced by changing lifestyles. Intense price pressure in global regulated markets, emergence of new local players affecting the branded generic prices, delay in approval of manufacturing facilities by regulated authorities and increased regulatory intervention in price fixation for domestic formulations are threats faced by players in the industry.

The Government of India has announced Production Linked Incentive (PLI) scheme to promote API in order to reduce dependence on imports. This could lead to opportunities for the Indian Pharma sector in the future.

3) Segment wise performance

The Company is exclusively engaged in Pharmaceutical business and operates across Domestic Formulations, International Formulations and Active Pharmaceutical Ingredients (API).

During the year under review, the Domestic Formulations business achieved sales revenue of H 337.10 crores, registering a growth of 20% over the previous year. The growth was driven by higher prescription generation, augmented product portfolio through new product launches and line extensions and control on sales hygiene and market inventories. The Company continued to focus on rejuvenation of its product portfolio by host of measures such as diligent life cycle management of the legacy brands , increasing new launches in chronic and specialty therapies such as Cardiovascular Metabolic, Urology, Rheumatology, Gastroenterology and Dermatology. The Company also continued expanding customer coverage in targeted segment as well as in-clinic effectiveness of the field force through extensive scientific training, innovative product demonstrations, emphasis on focus brands and innovative promotional strategies.

The International Formulations business achieved sales revenue of H92.16 crores, registering a growth of 18.3% over the previous year. The business has its footprints across geographies of EU, UK, Australia, Canada, Myanmar, Thailand, South Africa and other emerging markets. The Company is actively scouting for geographic expansion through strategic partnerships in India, as well as markets like Sri Lanka, Vietnam, Philippines, Egypt and increasing the penetration of the current product assets - Azathioprine, Nicorandil, Sodium Valproate and Mycophenolate Mofetil. Therapy-wise, the focus will be to leverage the strengths of the domestic immunosuppressant business, along with new product introduction covering Cardio, Diabetic, CNS and Gastro segment.

The API business achieved sales of H79.82 crores and has grown by 1.9% as against the previous year. Key APIs for the Company include viz Quinfamide, Haloperidol, Haloperidol Decanoate, Pantoprazole and Risperidone.

4) Outlook

As detailed above, the outlook for Indian pharma market is positive. The Domestic Formulations business of the Company will continue to focus on building chronic therapies and specialty portfolios and a comprehensive life cycle management of current legacy products. The International Formulations business will focus on globalization of existing products, development of new products, scouting of new partners and entry into new markets.

The Companys Formulation facility at Ankleshwar, Plant (F1) has WHO GMP, Nigeria and Kenya Health Authority certifications and Plant (F2) has WHO GMP, EU GMP, TGA Australia GMP, Health Canada Drug Establishment License, Kenya, Ethiopia, Nigeria and Sudan Health Authority certifications. API facility at Navi Mumbai plant has WHO GMP, TGA Australia and PMDA Japan GMP Certifications. Such certifications testify to a hallmark of quality and shall help the Company to enter in new markets across multiple geographies.

The Company has also undertaken modernisation and expansion of both formulations and API plants with the objective of export business enhancement.

5) Risks and Concerns

Some of the key brands of the Company are under NLEM. The list of NLEM is increasing. Also, more and more Fixed Dose Combinations (FDC) are coming under question mark. The regulatory environment across the globe is becoming more and more stringent, and this makes entry into new geographies more challenging. The mandate to Doctors by the Medical Council of India to prescribe generic names of drugs could have an impact on the branded generics.

6) Internal Control Systems and their adequacy

The Company has set up internal control procedures commensurate with its size and nature of the business. These business procedures ensure optimum use and protection of the resources and compliance with the policies, procedures and statutes. The internal control systems provide for well-defined policies, guidelines and authorizations and approval procedures. The prime objective of such audits is to test the adequacy and effectiveness of the internal controls laid down by management and to suggest improvements.

7) Financial performance with respect to operational Performance

The total income during the year stood at H517.61 crores.

EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) was H107.49 crores. After deducting the Finance Cost of H0.31 crores, Depreciation of H15.50 crores and Taxes of H24.04 crores, the Profit After Tax (PAT) was at H67.64 crores.

8) Materialdevelopmentsinhumanresources/ industrial front

The Company was conferred with the prestigious Jamnalal Bajaj award for ‘Fair Business Practices by Jamnalal Bajaj Council. One of the Companys key brands, Naprosyn+ won ‘Champion of the Year award by Pronto Consult.

The Company firmly believes that people are its most valued resource, and their efficiency plays a key role in achieving defined goals and building a competitive work environment. In its pursuit to attract, retain and develop best available talent, several programs are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and all the units of the Company.

9) Key Financial Ratios

Key Financial Ratios	2022-23	2021-22	Growth (%)
Current Ratio	2.57	2.58	-0.5%
Debt - Equity Ratio	0.00	0.00	0.0%
Debt Service Coverage Ratio	86.05	50.97	68.8%
Return on Equity Ratio	21.99%	20.13%	9.2%
Inventory Turnover Ratio	5.76	6.23	-7.5%
Trade Receivables Turnover Ratio	14.56	9.74	49.6%
Trade Payable Turnover Ratio	5.24	5.41	-3.0%
Net Capital Turnover Ratio	3.18	3.47	-8.4%
Net Profit Ratio	13.19%	11.70%	12.8%
Return on Capital Employed	29.71%	28.53%	4.2%
Return on Investment:
Mutual Fund Investments	6.81%	0.00%	100.0%
Fixed Income Investment (F.D.)	4.51%	3.45%	30.8%

• Debt Service Coverage Ratio - There is an improvement in profitability due to increased net margin, along with reduction in the debt repayments.

• Trade Receivables Turnover Ratio - This has increased on account of better collections in both domestic market and exports.

• Mutual Fund Investments - Increase in return on mutual fund on account of investment made during the year.

• Fixed Income Investment (F. D.) - Increase in return on on account of increase in market yield.

Cautionary Statement

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence the Companys operations include economic developments within the country, demand and supply conditions in the industry, input prices, changes in Government regulations and tax laws.

Corporate Governance Report

1. Companys Philosophy

The Company lays emphasis on the values of fairness, transparency and accountability for performance at all levels, thereby enhancing the shareholders value and protecting the interest of the stakeholders. During the year, the Company continued its pursuit of achieving these objectives through adoption and monitoring of prudent business plans, monitoring of major risks to the Companys business and pursuing policies and procedures to satisfy its commercial, social, legal and ethical responsibilities.

These practices endeavour to attain a balance between enhancement of stakeholder value, achievement of financial objective and corporate social responsibility.

2. Board of Directors

The responsibilities of the Board include formulation of policies, new initiatives, performance review and control. The Board has constituted Committees and delegated powers for different functional areas. The Board as well as its Committees meet at periodic intervals. The strength of the Board is ten Directors. Mr. Harsh V. Goenka is a Non-Executive Chairman of the Board.

Mr. Yugal Sikri is the Managing Director. The composition of the Board meets the requirement of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

3. Board/Committee meetings and proceedings

3.1 Scheduling and selection of agenda items

All Board/ Committee members are given notice of the meetings in advance. The meetings are governed by a structured agenda. The agenda along with the explanatory notes are distributed well in advance.

3.2 Availability of information to the Shareholders All items in the agenda are supported by detailed background information to enable the Shareholders to take informed decisions.

3.3 Recording minutes of the proceedings

Minutes of the proceedings of each Board/ Committee meetings are recorded. Draft minutes are circulated amongst all Directors for their comments. The minutes of the proceedings of the meetings are entered in the minutes book.

3.4 Follow up mechanism

The Company has an effective mechanism for post meeting follow-up, review and reporting process for the actions taken on decisions of the Board and Committees.

3.5 Compliance

The Board periodically reviews the compliance reports to ensure adherence to all applicable provisions of law, rules and guidelines.

3.6 Board Meetings

During the financial year, five meetings of the Board of Directors were held on April 29, 2022, August 02, 2022, October 17, 2022, February 01, 2023 and March 03, 2023.

3.7 The composition, nature of directorship, number of meetings attended and their directorship in other public companies of the Board of Directors as on March 31, 2023 are as under:

Name	Category	No. of Board meetings held	No. of Board meetings attended	Whether attended last AGM held on 29.07.2022	No. of directorship in other public limited companies	Committee positions in other companies1	Directorship in other Listed Entities
						Chairman	Member
Mr. Harsh V. Goenka Chairman	Non- Executive (Promoter)	5	5	Yes	6	0	0	• CEAT Limited - Non Executive Director (Chairman) • KEC International Limited - Non-Executive Director (Chairman) • Bajaj Electricals Limited - Independent Director • Zensar Technologies Limited- Non-Executive Director (Chairman)
Dr. Lalit S. Kanodia	Non- Executive & Independent	5	5	No	3	0	0	• Datamatics Global Services Limited- Executive Director
Mr. Manoj Maheshwari	Non- Executive & Independent	5	5	Yes	2	1	2	• Mahindra CIE Automotive Limited- Independent Director • Metro Brands Limited- Independent Director
Mr. Mahesh S. Gupta	Non- Executive & Independent	5	5	Yes	4	3	5	• Peninsula Land Limited- Non Executive Director • CEAT Limited- Independent Director • Morarjee Textiles Limited- Non Executive Director • Shree Digvijay Cement Co Limited- Independent Director
Ms. Zahabiya Khorakiwala Mr. Narendra Ambwani	Non- Executive & Independent Non- Executive & Independent	5 5	3 5	Yes Yes	4 3	1 1	1 7	• Wockhardt Limited- Non Executive Director • Agro Tech Foods Limited- Independent Director • Parag Milk Foods Limited- Independent Director • Godrej Consumer Products Limited- Independent Director
Mr. Bhaskar Iyer	Non- Executive & Independent	5	5	Yes	4	0	6	• Themis Medicare Limited- Independent Director

Name	Category	No. of Board meetings held	No. of Board meetings attended	Whether attended last AGM held on 29.07.2022	No. of directorship in other public limited companies	Committee positions in other companies1		Directorship in other Listed Entities
						Chairman	Member
Mr. Sachin Nandgaonkar	Non- Executive	5	4	Yes	0	0	0	-
Mr. Rajat Bhargava	Non- Executive	5	5	Yes	2	0	2	Harrisons Malayalam Limited- Non-Executive - Non Independent Director
Mr. Yugal Sikri Managing Director	Executive	5	5	Yes	0	0	1	-

1. Only Audit Committee and Stakeholders Relationship Committee positions are considered as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of the Company are related to each other.

3.8 Skills/expertise/competence of the Board:

The Directors on the Board are eminent industrialists/ professionals and have expertise in their respective functional areas, which bring with them the reputation of independent judgement and experience which adds value to the Companys business. Directors are inducted on the Board basis the possession of the skills identified by the Board as below and their special skills with regards to the industries/fields they come from.

The Board has identified the following skills/expertise/ competencies fundamental for the effective functioning of the Company which are currently available with the Board members stated hereinafter:

Global Business: Understanding of global business dynamics across various geographies, industry verticals and regulatory jurisdictions.

Strategy and Planning: Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments.

Governance: Experience in developing governance framework, serving the best interests of all stakeholders, driving board and management accountability, building long-term effective stakeholder engagements and sustaining corporate ethics and values.

The skills/expertise/ competencies have been further elaborated as under:

Name of Director	Skills / Expertise / Competencies
Mr. Harsh V. Goenka
Chairman
Mr. Yugal Sikri
Managing Director
Mr. Mahesh Gupta
Independent Director
Dr. Lalit S. Kanodia
Independent Director
Mr. Manoj Maheshwari
Independent Director
Mr. Narendra Ambwani
Independent Director
Ms. Zahabiya Khorakiwala
Independent Director
Mr. Bhaskar Iyer
Independent Director
Mr. Sachin Nandgaonkar
Non- Executive Director
Mr. Rajat Bhargava
Non- Executive Director

 

Global Business Senior Management Experience

Industry Experience Risk Management

Business Development Corporate Governance

General Management Human Resources

Strategy, M&A Public Policy

Thought Leadership Accounting, Finance, Legal

3.9 Separate Meeting of Independent Directors

In compliance with Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors of the Company, was held on March 03, 2023 for reviewing the performance of Non-Independent Directors, Board as a whole, the Chairperson of the Company as well as for assessing the quality, quantity and timeliness of flow of information between the Company management and the Board. Majority of Independent Directors were present at the meeting.

The Independent Directors provide an annual confirmation that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations.

The Board at its meeting held on April 28, 2023, reviewed the declaration of independence submitted by Independent Directors and carried out due assessment of the veracity of the same noting that the Independent Directors of the Company fulfill the conditions specified in the Listing Regulations and are independent of the management.

4. Audit Committee

The Audit Committee consists of three Independent Directors and one Non-Executive Director, namely, Mr. Mahesh S. Gupta, Mr. Narendra Ambwani, Mr. Bhaskar Iyer and Mr. Rajat Bhargava. Mr. Mahesh S. Gupta is the Chairman of the Audit Committee.

The composition of the Audit Committee complies with the requirements laid down in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference and powers of the Audit Committee are those prescribed under Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Companies Act, 2013.

The Chief Financial Officer, Statutory Auditors and Internal Auditors are invitees to the Audit Committee meetings. The Company Secretary acts as Secretary to the Audit Committee.

During the financial year, four meetings of the Audit Committee were held on April 29, 2022, August 02, 2022, October 17, 2022 and February 01, 2023. Attendance of Directors at the Audit Committee Meetings held during the financial year is as under:

Name of the Director	No. of meetings Attended
Mr. Mahesh S. Gupta	4
Mr. Narendra Ambwani	4
Mr. Bhaskar Iyer	4
Mr. Rajat Bhargava	4

5. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of three Independent Directors and one Non-Executive Director, namely, Dr. Lalit S. Kanodia, Mr. Mahesh S. Gupta, Mr. Bhaskar Iyer and Mr. Rajat Bhargava respectively. Dr. Lalit S. Kanodia is the Chairman of the Committee.

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. The role includes formulation of criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the appointment, removal and payment of remuneration for the Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees; formulation of criteria for effective evaluation of performance of Boards, its Committees and individual Directors to be carried out either by the Board or by NRC or through an independent external agency and review its implementation and compliance, devising a policy on Board diversity; identification of persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; determining whether to extend or continue the term of appointment of the Independent Director, based on the report of performance evaluation of Independent Directors.

The composition of the Committee complies with the requirements laid down in Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference and powers of the Committee are those prescribed under Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as Section 178 of the Companies Act, 2013.

During the financial year, two meetings of the Nomination and Remuneration Committee were held on June 29, 2022 and January 06, 2023. Attendance of Directors at the Nomination and Remuneration Committee Meetings held during the financial year is as under:

Name of the Director	No. of meetings Attended
Dr. Lalit S. Kanodia	2
Mr. Mahesh Gupta	2
Mr. Bhaskar Iyer	2
Mr. Rajat Bhargava	2

6. Remuneration of Directors

(i) Non-Executive Directors

The Non-Executive Directors are paid sitting fees for attending meetings of the Board and Committee(s) thereof. Each Non-Executive Director is paid a sitting fee of H1,00,000/- per Board Meeting, H50,000/- per Audit Committee Meeting, H25,000/- per Nomination and Remuneration Committee Meeting and Sustainability and Corporate Social Responsibility Committee Meeting, H15,000/- per Risk Management Committee Meeting and Stakeholders Relationship Committee Meeting. Keeping in view industry practices, the Board, unanimously decides the amount of sitting fees to be paid from time to time.

Details of remuneration of the Directors during the financial year 2022-23 are as under:

Name of the Director	Sitting Fees ( )
Mr. Harsh V. Goenka	5,00,000
Dr. Lalit S. Kanodia	5,40,000
Mr. Manoj Maheshwari	5,00,000
Mr. Mahesh S. Gupta	8,30,000
Mr. Narendra Ambwani	8,00,000
Ms. Zahabiya Khorakiwala	3,15,000
Mr. Bhaskar Iyer	7,70,000
Mr. Sachin Nandgaonkar	4,00,000
Mr. Rajat Bhargava	7,70,000

Mr. Harsh V. Goenka holds 26,915 equity shares of the Company in his individual capacity and 88,97,816 equity shares as a Trustee of Nucleus Life Trust, 2 equity shares of Secura India Trust, 1 equity share of Prism Estates Trust and 10 equity shares each as a Trustee of Navya Goenka Trust, Ishaan Goenka Trust, AVG Family Trust and RG Family Trust. Mr. Narendra Ambwani, Independent Director holds 1,000 equity shares and Mr. Sachin Nandgaonkar, Non-Executive Director holds 4,085 equity shares in the Company.

After approval of the Board on recommendation of the Nomination and Remuneration Committee and the Audit Committee, H9,00,000/- was paid to Mr. Bhasker Iyer as fees for availing his professional services in the Transformation Project during FY 2022-23.

(ii) Executive Director

Remuneration of Managing Director is decided by the Board based on the recommendation of the Nomination and Remuneration Committee within the ceiling fixed by the Shareholders as per Schedule V of the Companies Act, 2013.

The elements of remuneration paid to Mr. Yugal Sikri, Managing Director during the financial year 2022-23 are as under: (Rs. in Lakhs)

Name	Salary	Performance Bonus	Perquisite	Retiral benefits
Mr. Yugal	267.81	113.86	-	10.15
Sikri -
Managing
Director

The remuneration structure of the Managing Director comprises of salary, perquisites, allowances, performance bonus, and contribution to provident, superannuation and gratuity funds. Payment of remuneration to the Managing Director is governed by the Agreement executed between him and the Company.

. Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of three Directors, namely, Mr. Narendra Ambwani, Mr. Mahesh S. Gupta and Mr. Yugal Sikri. Mr. Narendra Ambwani is the Chairman of the Stakeholders Relationship Committee.

The functioning and terms of reference of the Committee are as prescribed and in due compliance with the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as Section 178 of the Companies Act, 2013 and include reviewing existing investor redressal system, redressing of Shareholder complaints like non-receipt of declared dividend, resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings, etc.; review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent, review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

During the financial year, four meetings of the Stakeholders Relationship Committee were held on April 29, 2022 , August 02, 2022, October 17, 2022 and February 01, 2023.

Directors at the Stakeholders Relationship Committee Meetings held during the financial year is as under:

Name of the Director	No. of meetings Attended
Mr. Narendra Ambwani	4
Mr. Mahesh S. Gupta	4
Mr. Yugal Sikri	4

Company Secretary is the Compliance Officer in terms of Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement of the various complaints received and resolved by the Company during the year ended March 31, 2023 are as under:

Type of complaints	Number of Complaints
No. of complaints pending at the beginning of the financial year 2022-23	Nil
No. of complaints received during the financial year 2022-23	8
No. of complaints resolved to the satisfaction of Shareholders during the financial year 2022-23	8
No. of complaints pending to be resolved at the end of the financial year 2022-23	Nil

8. Sustainability and Corporate Social Responsibility Committee

The Sustainability and Corporate Social Responsibility Committee (SCSR) consists of three Directors, namely, Mr. Narendra Ambwani, Ms. Zahabiya Khorakiwala and Mr. Yugal Sikri. Mr. Narendra Ambwani is the Chairman of the Sustainability and Corporate Social Responsibility Committee.

The Board at its meeting held on April 29, 2022, has approved the revised terms of reference of Corporate Social Responsibility Committee and renamed the said committee as "Sustainability and Corporate Social Responsibility Committee.

The terms and reference of the Committee of the SCSR inter-alia includes the following:

i. To formulate and recommend to the Board, a CSR Policy, inter alia including a statement containing the approach and direction given by the Board, and including guiding principles for selection, implementation, and monitoring of CSR activities as well as formulation of the Annual Action Plan.

ii. To recommend to the Board an Annual Action Plan in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, inter-alia including the amount of expenditure to be incurred on CSR activities, list of projects to be undertaken within the purview of Schedule VII to the Companies Act, 2013, manner of execution of such projects, modalities of fund utilization, project implementation schedules, monitoring and reporting mechanism etc.

iii. To review the CSR policy of the Company from time to time.

iv. To formulate and recommend to the Board, a Sustainability Policy inter alia covering Environment, Social and Governance (‘ESG) principles and to recommend appropriate changes / modifications to the policy, from time to time.

v. To review and recommend Sustainability Report to the Board.

vi. Carry out all the functions as may be entrusted (i) by the Board of Directors, from time to time; and (ii) by the virtue of applicable provisions of the Companies Act, 2013 and any other applicable provisions of Laws, as amended from time to time.

During the Financial year, two meetings of the Corporate Social Responsibility Committee were held on April 29, 2022 and March 03, 2023.

Attendance of Directors at the Sustainability and Corporate Social Responsibility Committee Meeting held during the financial year is as under:

Name of the Director	No. of meetings attende
Mr. Narendra Ambwani	2
Ms. Zahabiya Khorakiwala	1
Mr. Yugal Sikri	2

9. Risk Management Committee

The RiskManagementCommitteeconsistsoffourDirectors, namely, Mr. Mahesh S. Gupta, Mr. Bhaskar Iyer, Mr. Yugal Sikri and Mr. Rajat Bhargava. Mr. Mahesh S. Gupta is the Chairman of the Risk Management Committee.

The roles and responsibilities of the Risk Management Committee are as prescribed under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and includes monitoring and review of risk management plan and reporting the same to the Board of Directors periodically as it may deem fit, in addition to any other terms as may be referred by the Board of Directors, from time to time.

During the financial year, two meetings of the Risk Management Committee were held on July 14, 2022 and January 06, 2023.

Attendance of Directors at the Risk Management Committee Meetings held during the financial year is as under:

Name of the Director	No. of meetings Attended
Mr. Mahesh Gupta	2
Mr. Rajat Bhargava	2
Mr. Yugal Sikri	2
Mr. Bhaskar Iyer	2

10. General Body Meeting

a) The details of the last three Annual General Meetings are as under:

AGM for the period/ year ended	Venue	Date	Time	Special Resolutions passed
13th AGM	Through Video Conferencing ("VC") /	August	3.00 p.m.	Nil
March 31, 2020	Other Audio Visual Means ("OAVM")	20, 2020
14th AGM	Through Video Conferencing ("VC") /	August	3.00 p.m.	2**
March 31, 2021	Other Audio Visual Means ("OAVM")	31, 2021
15th AGM	Through Video Conferencing ("VC") /	July	3.00 p.m.	Nil
March 31, 2022	Other Audio Visual Means ("OAVM")	29, 2022

** The details of Special Resolutions passed at the 14^th AGM are as under:

1. Re-appointment of Ms. Zahabiya Khorakiwala (DIN:00102689) as Independent Director for second consecutive term of five years

2. Re-appointment of Mr. Yugal Sikri (DIN:07576560) as Managing Director for a period from October 1, 2021 to April 30, 2024.

None of the items transacted at the 13^th Annual General Meeting held on August 20, 2020 were required to be passed by postal ballot nor any resolution requiring a postal ballot is being proposed at the ensuing Annual General Meeting.

11. Disclosures

(i) The Company has not entered into any materially significant related party transaction that may have potential conflict with the interest of the Company at large. The Company has received disclosures from the Senior Management Personnel confirming that they have not entered into any financial or commercial transaction, which may have potential conflict with the interest of the Company. The policy on dealing with Related Party Transactions is posted on the Companys website www.rpglifesciences.com. (ii) T o the best of the Companys knowledge, neither been any incidence of non-compliance with laws governing capital market nor has any penalty or stricture been imposed on the Company by the Stock Exchanges, SEBI or any statutory authority on any matter related to capital market.

(iii) The Board of Directors has laid down the Code of Conduct for Board Members and Senior Management, which they are bound to observe in the course of conduct of business of the Company.

The Code of Conduct has also been posted on the website of the Company. Each Director and Senior Management Personnel including all functional heads, to which the code has been made applicable, have affirmed their compliance with the Code. A declaration by Mr. Yugal Sikri, Managing Director, to this effect forms part of this report.

(iv) The Managing Director and Chief Financial Officer of the Company have submitted the certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the Board of Directors. (v) The Company has adopted a Vigil Mechanism/ Whistle Blower Policy and confirms that no personnel was denied access to the Audit Committee.

(vi) The Company is in compliance with all the has mandatory requirements of Regulation 17 to 27 and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The status on adoption of non-mandatory requirement is set out in this report.

(vii) The details of shares in Unclaimed Suspense Account are provided in notes to Notice of Annual General Meeting of the Company included in this Annual Report.

(viii) A Certificate from Company Secretary in Practice that none of the Directors on the Board of the Company have been debarred or disqualified from b eing appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority is annexed with this report as Annexure E.

(ix) Details of total fees for all services paid by the Company to the statutory auditor and all the entities in the network firm/network entity of which the statutory auditor is as under:

Name of Statutory Auditor and networkentity	Type of Services	Name of Company or its subsidiaries obtaining the service	Amount ( in lakh)
M/s. SRBC & Co. LLP, Chartered Accountants	Auditing, Taxation Matters, Other Services, Reimbursement of expenses	RPG Life Sciences Limited	35

 

(x) Disclosures in relation to the Sexual Harassment of Women at Workplace Redressal) Act, 2013 are as under:	(Prevention, Prohibition and
Number of complaints filed during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

12. Means of Communication

The quarterly, half-yearly and annual results are published in ‘Business Standard and ‘Mumbai Lakshadeep newspapers. The financial results and official news releases are also available on the Companys website www.rpglifesciences.com.

13. General Shareholder Information

(i) AGM: Date, time and venue	16th Annual General Meeting on August 04, 2023 at 3.00 p.m. through Video Conferencing
(ii) Financial Year	April 1 - March 31
(iii) Dividend Payment Date	The dividend recommended by the Board if declared at the ensuing Annual General Meeting will be paid within 30 days from the date of declaration, subject to approval of the shareholders
(iv) Listing on Stock Exchanges	The Equity Shares of the Company are listed on the BSE Limited (BSE) having office at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 and National Stock Exchange of India Limited (NSE) having office at Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051. The listing fees have been paid to both the Stock Exchanges for the financial year 2022-23
(v) Stock Code	BSE – 532983 NSE – RPGLIFE
(vi) ISIN Code	INE105J01010

(vii) Market Price Data

Month	BSE		NSE		SENSEX
	High	Low	High	Low	High	Low
April 2022	635.00	564.95	637.70	561.35	60,845.10	56,009.07
May	583.90	451.80	569.00	450.55	57,184.21	52,632.48
June	574.50	492.00	575.00	490.25	56,432.65	50,921.22
July	640.00	544.60	639.95	528.00	57,619.27	52,094.25
August	753.75	600.00	753.15	599.45	60,411.20	57,367.47
September	818.00	710.35	819.00	713.05	60,676.12	56,147.23
October	876.00	766.15	877.95	771.20	60,786.70	56,683.40
November	1,012.45	827.30	1,012.75	831.30	63,303.01	60,425.47
December	929.45	809.65	933.00	810.75	63,583.07	59,754.10
January 2023	900.60	745.20	903.75	745.65	61,343.96	58,699.20
February	899.50	777.45	900.00	775.40	61,679.79	58,826.04
March	887.00	645.70	888.85	645.50	60,498.48	57,084.91

(viii) Registrar and Share Transfer Agents

Link Intime India Pvt. Ltd. C-101, 247 Park,

L. B. S. Marg, Vikhroli (West), Mumbai 400 083

Tel No: (022) 49186270 : Fax No. (022) 49186060

E-mail: rnt.helpdesk@linkintime.co.in

Contact Person: Ms. Udaya Rao

(ix) Grievance Redressal

The investors may register their grievance on investorservices@rpgls.com, an exclusive E-mail ID for registration of complaints by the investors.

(x) Share Transfer System Pursuant to the amendment to the Listing Regulations effective from April 1, 2019, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. Members holding shares in physical form are therefore requested to convert their holdings to dematerialized mode.

In order to expedite the process of transfer of share in relation to the above, the Board of Directors has delegated the power of transfer of shares to the

Company Secretary who considers and approves transfers every fifteen days.

The Companys shares are tradable only in demat form with effect from December 5, 2018 in pursuance of amendment to Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has delegated the power to the Company Secretary to expedite transmission, replacement, transposition and issue of duplicate shares in physical form. The Company has authorised Registrar and Transfer agents viz. Link Intime India Private Limited to issue the securities in dematerialised form only while processing shareholder request such as issue of duplicate share certificate, claim from Unclaimed Suspense account, renewal /exchange of securities certificate, endorsement, sub-division/ splitting of shares, consolidation of share certificates/folios, transmission and transposition as per Securities and Exchange Board of India vide its circular dated January 25, 2022. The RTA shall credit the shares to the Suspense Escrow Demat Account of the Company if the shareholder/claimant fails to submit the demat request within 120 days of issuance of Letter of Confirmation.

(xi) Distribution of Shareholding

• The distribution of shareholding as on March 31, 2023 was as under:

Nominal Value of Shareholding	No. of Shareholders	% of Shareholders	Share Amount ( )	% of Share Amount
Upto 5000	20,213	94.93	16,10,325	9.74
5001 to 10000	630	2.96	4,67,052	2.82
10001 to 20000	217	1.02	3,15,805	1.91
20001 to 30000	85	0.40	2,11,809	1.28
30001 to 40000	30	0.14	1,10,513	0.67
40001 to 50000	34	0.16	1,58,759	0.96
50001 to 100000	45	0.21	3,19,311	1.93
100001 and above	38	0.18	1,33,45,441	80.69
	21,292	100.00	1,65,39,015	100.00

• Shareholding Pattern as on March 31, 2023

Category	No. of Shares	% of Shares
Promoters	1,20,42,292	72.81
Insurance Companies	-	-
Foreign Institutional Investors	-	-
Mutual Funds/Banks	-	-
Non Resident Indians	1,31,397	0.80
Public	43,65,326	26.39
Total	1,65,39,015	100.00

(xii) Dematerialization of Shares and Liquidity

Category	No. of Shares	% of Shares	No. of Shareholders	% of Shareholders
Electronic form	1,63,35,616	98.77	19,693	92.49
Physical form	2,03,399	1.23	1,599	7.51
Total	1,65,39,015	100.00	21,292	100.00

(xiii) Outstanding GDR/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity The Company has not issued any GDRs/ADRs. As of March 31, 2023, the Company does not have any outstanding convertible instruments, which are likely to have an impact on the equity of the Company.

(xiv) Commodity or Foreign Exchange Price Risk Risk and Hedging activities

During the year, the Company had managed the foreign exchange risk and hedged to the extent considered necessary. The Company enters into forward contracts for hedging foreign exchange exposures against exports and imports. The details of foreign currency exposure are disclosed in Note No. 28 to the Financial Statements.

(xv)Plant Locations

Bulk Drugs
	Pharma Formulation
(Synthetic)
25, M.I.D.C Land,	Plot No.3102/A,
Thane-Belapur Road,	G.I.D.C. Industrial
Navi Mumbai 400 703	Estate, Ankleshwar
Maharashtra.	393 002, Dist. Bharuch
	(Gujarat).

(xvi) Address for Correspondence Mr. Rajesh Shirambekar Head- Legal & Company Secretary RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai 400030 Tel No. (022) 69757100 Email: investorservices@rpgls.com

(xvii) List of all credit ratings obtained by the Company along with any revisions thereto during the relevant financial year During the year under review, the Information and Credit Rating Agency (ICRA) has reaffirmed the long-term rating of the Company as ‘[ICRA] A‘. The ICRA has also reaffirmed the short-term rating of the Company as ([ICRA] A1). The outlook on the long-term rating is Stable.

Facilities	Amount	Rating
Long-term loans	Rs. 35 crores	[ICRA] A
		(Stable);
		Reaffirmed

 

Facilities	Amount	Rating
Long-term, fund-	Rs.40 crores	[ICRA] A
based facilities		(Stable);
		Reaffirmed
Short-term, non-fund	Rs. 25.92	[ICRA] A1;
based facilities	crores	Reaffirmed

(xviii) Non-Mandatory Requirements

1. The Board

The Chairman has not sought any reimbursement of expenses incurred for maintenance of his office or performance of his duties. The Board ensures before appointment of Independent Directors that they have the requisite qualifications and experience that would be of use to the Company and would enable them to contribute effectively to the Company in their capacity as Independent Directors.

2. Shareholders Rights

The quarterly, half-yearly and annual financial results are published in the newspapers and also displayed on Companys website www.rpglifesciences.com. In view of this, the Company does not send the financial results to the shareholders separately.

The Company discloses all information required to be disclosed under Regulation 30 read with Part ‘A and Part ‘B of Schedule III of the SEBI Listing Regulations including material information having bearing on the performance/operations of the Company and other price sensitive information. Information to Stock Exchanges are filed electronically on the online portals of BSE Limited i.e. BSE Corporate Compliance & Listing Centre (Listing Centre) and National Stock Exchange of India Ltd. i.e. NSE Electronic Application Processing System (NEAPS).

3. Audit Qualification

The financial statements for the year ended March 31, 2023 are unqualified.

4. Separate Posts of Chairman and CEO

The Company has separate persons to the post of the Chairman and the Managing Director.

5. Reporting of Internal Auditor

The Internal Auditors present the Internal Audit Report at the meeting of the Audit Committee every quarter.

Annexure E

Certificate

To,

The Members of

RPG LIFE SCIENCES LIMITED

RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai - 400 030.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of RPG Life Sciences Limited having CIN L24232MH2007PLC169354 and having registered office at RPG House 463, Dr. Annie Besant Road, Worli, Mumbai 400030 (hereinafter referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Name of Director	DIN	Date of Appointment in Company*
1. Mr. Harsh V. Goenka	00026726	06/02/2008
2 Dr. Lalit S. Kanodia	00008050	06/02/2008
3. Mr. Manoj Maheshwari	00012341	06/02/2008
4. Mr. Mahesh S. Gupta	00046810	06/02/2008
5. Mr. Narendra Ambwani	00236658	24/07/2014
6. Ms. Zahabiya Khorakiwala	00102689	29/10/2015
7. Mr. Bhaskar Iyer	00480341	30/10/2019
8. Mr. Sachin Nandgaonkar	03410739	23/01/2015
9. Mr. Rajat Bhargava	07752438	25/01/2021
10. Mr. Yugal Sikri	07576560	01/10/2018

*the date of appointment is as per the MCA Portal.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

	For Parikh Parekh & Associates
	Practising Company Secretaries
	Mitesh Dhabliwala
	Partner
	FCS No: 8331 CP No: 9511
Place: Mumbai	UDIN: F008331E000216836
Date: April 28, 2023	PR No.: 723/2020

I hereby declare that all the Directors and Senior Management Personnel including all functional heads of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the year ended March 31, 2023.

Place : Mumbai

Yugal Sikri

Managing Director

Date : April 28, 2023

Practising Company Secretaries Certificate

To the Shareholders of

RPG Life Sciences Limited

We have examined the compliance of conditions of Corporate Governance by RPG Life Sciences Limited (hereinafter referred "the Company") for the year ended March 31, 2023 as per relevant provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) for the period April 1, 2022 to March 31, 2023.

The compliance of regulations of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the regulations of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the regulations of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

	For VKM & Associates
	Practising Company Secretaries
	Vijay Kumar Mishra
	Partner
Place: Mumbai	Membership No.: F5023 C.P. No.: 4279
Date: April 28, 2023	UDIN: F005023E000473337