TO THE MEMBERS,
The Directors have pleasure in presenting before you the THIRTY
EIGHT Annual Report of SANDU PHARMACEUTICALS LIMITED together with Audited
Balance Sheet and Statement of Profit & Loss for the financial year ended 31st
March, 2023.
1. FINANCIAL RESULTS:-
The Companys financial performance, for the year ended March 31,
2023 is summarized below:
(Rs in Lakhs)
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations (Gross) |
6534.9 |
6550.05 |
6534.9 |
6550.05 |
| Other Income |
32.72 |
8.28 |
32.72 |
8.28 |
| Total Income |
6567.62 |
6558.33 |
6567.62 |
6558.33 |
| Total Expenses |
6345.62 |
6326.66 |
6345.95 |
6326.66 |
| Profit/(loss) before exceptional items and tax |
222 |
231.67 |
221.67 |
231.68 |
| Exceptional Items / Prior Period Adjustment |
0 |
0 |
0 |
0 |
| Profit/Loss Before Tax |
222 |
231.67 |
221.67 |
231.68 |
| Tax Expenses |
|
|
|
|
| Current Tax |
62.85 |
69.59 |
62.85 |
69.6 |
| Deferred Tax |
3.38 |
3.13 |
3.42 |
3.13 |
| Short/(excess) tax provision |
3.39 |
0 |
3.39 |
0 |
| Total Tax Expenses |
69.62 |
72.72 |
69.66 |
72.73 |
| Profit/(Loss) for the Period |
152.38 |
158.95 |
152.01 |
158.95 |
| Total Other Comprehensive Income (Net of Tax) |
56.96 |
36.75 |
56.96 |
36.75 |
| Total Comprehensive Income for the period (Net of Tax) |
209.35 |
195.7 |
208.98 |
195.7 |
| Earnings per equity shares |
|
|
|
|
| Basic |
1.62 |
1.99 |
1.62 |
1.99 |
| Diluted |
1.62 |
1.87 |
1.62 |
1.87 |
2. REVIEW OF OPERATIONS
Standalone
In the financial year 2022-23, the company achieved an Income from
operations of Rs 6567.62 as compared to Rs 6558.33- in the previous year.
Profit before tax was Rs 222.00 for the year ending 31st March,
2023 as compared to Profit of 231.67 in the previous year.
Profit after tax was 152.38 for the year ended 31st March,
2023 as compared to a Profit of Rs 158.95 in the previous year.
Consolidated
In the financial year 2022-23, the company achieved an Income from
operations of Rs 6567.62 as compared to Rs 6558.33 in the previous year.
Profit before tax was Rs 221.67 for the year ending 31st March,
2023 as compared to Profit of 231.68 in the previous year.
Profit after tax was 152.01 for the year ended 31st March,
2023 as compared to a Profit of Rs 158.95 in the previous year.
There were no material changes and commitments affecting the financial
position of the Company from the end of the financial year till the date of the Directors
Report.
3. SHARE CAPITAL:
As on 31st March 2023, the authorised, issued, subscribed
and paid-up Share Capital is as follows :
| Authorised Capital |
Rs 10,00,00,000 (Ten Crores Only) |
| Issued, Subscribed and Paid-up Share Capital |
Rs 9,66,09,900 (Nine Crore Sixty Six Lakhs
Nine Thousand and Nine Hundred Only) |
4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has incorporated its wholly owned Subsidiary Company named
Sandu Phytoceuticals Private Limited on 27th July 2022.
In accordance with Section 136 of the Companies Act 2013,The audited
financials statements, including consolidated financials statements will be available on
our website www.sandu.in. The Company would provide the Annual Accounts of the
Subsidiaries and the related detailed information to the Shareholders of the Company on
specific request made to it in this regard .The same will also be available at the
Registered Office of the Company for inspection during the office hours.
The financial statements of the Company are prepared in accordance with
Section 129(3) of the Companies Act, 2013. Further, a statement containing salient
features of the financial statements of our subsidiaries in prescribed format AOC-1 is
appended as Annexure I. The statement also provides the details of performance and
financial position of each subsidiary.
Sandu Phytoceuticals Private Limited is unlisted / Not Material
Subsidiary to Sandu Pharmaceuticals Limited but still Company has formulated Policy on
Material Subsidiary and has been uploaded on Companys Website at
https://sandu.in/wp-content/ uploads/2023/07/POLICY-FOR-DETERMINING-
MATERIAL-SUBSIDIARIES.pdf
5. RISK MANAGEMENT:
The Board has laid down a clear Risk Management Policy to identify
potential business risks and install effective mitigation processes to protect
Companys assets and business Risks. Risk Management Policy and the details of this
policy are available on the website of the Company under the web link https://
sandu.in/image/catalog/info-pages/Announcement/ p olicies/Risk-Man agement-Policy.p df
6. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate Internal Financial Control Systems,
commensurate with the size, scale and complexity of its operations. The Management
evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies of the Company on an
ongoing basis.
7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) ofthe Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors had approved the Policy on Whistle Blower. This Policy inter-alia provides a
direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied
access to the Chairman of the Audit Committee and that no complaints were received during
the year. Whistleblower Policy approved and adopted by the Board of Directors which can be
accessed in our website https://sandu.in/image/
catalog/info-pages/Announcement/policies/Whistle- Blower-Policy.pdf
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
Shubhada Sandu holding DIN: 07148834 (Non Executive Director) retires
by rotation and, being eligible offer himself for Re appointment.
The Board of Directors at its held on 14th August 2023 has
appointed Shri Balram Viswananthan (DIN: 10245195) and Shri Ajit Kantak (DIN: 10269866) as
Non Exceutive Independent Director for the term of 05 years w.e.f 14th August
2023 and who have given declarations that they meet the criteria of independence as laid
down under section 149(6) of the Companies Act, 2013.
Reappointment of Shri Umesh B Sandu (DIN:01132141) as Managing Director
has been recommended by Nomination and Remuneration committee/Audit Committee /Board and
has been further placed before the Shareholder for approval for the term of 03 years
commencing from 01st April 2024
All independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations
2015.
During the year under review, the Non Executive Directors of the
Company had no pecuniary relationship or transactions with the Company other than sitting
fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
Declaration by Independent Director
Pursuant to sub section (7) of Sectin 149 of the Companies Act 2013
read with rules made thereunder , all the Independent Directors of the Company have given
the declaration that they meet criteria of Independence as laid down in subsection (6) of
Section 149 of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligation and
Disclosure Requirements) Regulation 2015.
All independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations
2015
8.1 BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out an
annual evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders
Relationship Committee. The manner in which the evaluation has been carried out has been
given in the Corporate Governance Report. The Weblink of familiarization Programme
undertaken for Independent Director is also available https://sandu.in/image/catalog/
info-pages/Announcement/policies/Familiarisation-Programme-for-Independent-Director.pdf
The Nomination and Remuneration Committee has defined the evaluation
criteria and procedure for the Performance Evaluation process for the Board, its
Committees and Directors. The criteria for Board Evaluation include inter alia, Board
structure and composition, establishment and delineation of responsibilities to various
Committees, effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as
attendance and contribution at Board/ Committee Meetings and guidance/ support to the
Management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated
on key aspects of his role, including setting the strategic agenda of the Board,
encouraging active engagement by all Board Members and motivating and providing guidance
to the Managing Director/Executive Director.
Criteria for evaluation of the Committees of the Board include degree
of fulfillment of key responsibilities, adequacy of Committee composition and
effectiveness of meetings.
8.2 NOMINATION AND REMUNERATION POLICY
The policy of the Company on Directors Appointment and Remuneration,
including criteria for determining qualifications, positive attributes, independence of a
Director and other matter, as required under sub section (3) of Section 178 of the
Companies Act, 2013 is available on our website https://sandu.in/
image/catalog/info-pages/Announcement/policies/ Nomination-and-Remuneration-Policy.pdf
There has been no change in the policy since the last fiscal year. We
affirm that the remuneration paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.
8.3 MEETINGS
During the year 5(Five) Board Meetings and 5(Five) Audit Committee
Meetings were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act 2013.
8.4 AUDIT COMMITTEE
The details of the Composition of the Audit Committee are given in the
Corporate Governance Report. During the year all the recommendations of the Audit
Committee were accepted by the Board.
8.5 POLICIES
We seek to promote and follow the highest level of ethical standards in
all our business transactions guided by our value system. The SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies
for all Listed companies. All our Corporate Governance policies are available on our
website www.sandu.in.The policies are reviewed periodically by the Board and updated based
on need and new compliance requirement.
In addition to its Code of Conduct and Ethics, key policies that have
been adopted by the Company are as follows:
| Name of the Policy |
Brief Description |
Web link |
| Whistleblower Policy |
The Company has adopted the whistleblower mechanism for
Directors and Employees to report concerns about unethical behavior, actual or suspected
frauds, or violation of the Companys code of conduct and ethics. There has been no
change to the Whistleblower Policy adopted by the Company during the fiscal 2016 |
https://sandu.in/image/catalog/ info-pages/Announcement/
policies/Whistle-Blower-Policy.pdf |
| Nomination and Remuneration Policy |
This policy formulates the criteria for determining
qualifications, competencies, positive attributes and independence for the appointment of
a Director (Executive/ Non Executive) and also the criteria for determining the
remuneration of the Directors, Key Managerial Personnel and other employees. |
https://sandu.in/image/catalog/ info-pages/Announcement/
policies/Nomination-and- Remuneration-Policy.pdf |
| Related Party Transaction Policy |
The policy regulates all transactions between the Company and
its related parties |
https://www.sandu.in/image/ catalog/info-pages/Announcement/
policies/Policy_on_Materiality_ and_%20Dealing_with_Related_ Party_Transactions.pdf |
| Insider Trading Policy |
The Policy provides framework in dealing with securities of
the Company |
https://sandu.in/image/catalog/ info-pages/Announcement/
policies/Insider-Trading-Policy. pdf |
| Policy for determining Materiality of event or Information |
This Policy for Determination of Materiality of Events or
Information is aimed at providing guidelines to the Management of Sandu Pharmaceuticals
Limited, to determine the materiality of events or information, which could affect
investment decisions and ensure timely and adequate dissemination of information to the
Stock Exchange(s) (as hereinafter defined). |
https://www.sandu.in/ image/catalog/info-pages/
Announcement/policies/Policy_ on_Materiality_and_%20 Dealing_with_Related_Party_
Transactions.pdf |
| Archival Policy |
The Policy deals archival of corporate records of Sandu
Pharmaceuticals Limited |
https://sandu.in/image/catalog/ info-pages/Announcement/
policies/Archival_Policy.pdf |
| Board Diversity Policy |
This policy aims to set out the approach to achieve diversity
on the Board of Directors ("Board") of Sandu Pharmaceuticals Limited |
https://sandu.in/image/catalog/ info-pages/Announcement/
policies/Policy-on-Board- Diversity.pdf |
| Risk Management Policy |
The Risk management policy of Sandu Pharmaceuticals Limited
will enable the Company to proactively manage uncertainty and changes in the internal and
external environment to limit negative impacts and capitalize on opportunities. |
https://sandu.in/image/catalog/ info-pages/Announcement/
policies/Risk-Management- Policy.pdf |
9. DIRECTORS RESPONSIBILITY STATEMENT:-
In accordance with the provisions of section 134(3) (c) read with
section 134(5) of the Companies Act 2013, your Directors confirm that:
a) In the preparation of annual accounts, for the year ended 31st
March 2023, the applicable accounting standards read with the requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same.
b) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as on 31st March,
2023 and of the profit of the Company for the year ended on that date.
c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a Going Concern Basis.
e) Internal financial controls to be followed by the Company have been
laid down and that such internal financial controls are adequate and are operating
effectively and
f) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
10. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable and hence the Company need not adopt any Corporate Social
Responsibility Policy.
11. THE AMOUNT IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVE
The Company has not transferred any amount to Reserve and hence it is
NIL.
12 RELATED PARTY TRANSACTIONS:
The Related Party Contracts entered into between Related Parties, does
not fall under the ambit of Section 188(1) of the Act.
All the Related Party Transactions entered during the financial year
were at arms length and in the ordinary course of business. In compliance with the
provisions of the Companies Act 2013 and Regulation 23(2) of the SEBI Regulation 2015, all
Related Party Transactions had been placed before the Audit Committee for prior approval.
Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 information pertaining to Related Parties are given in Form AOC-2 as Annexure
II of this Report.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant material orders passed by the
Regulators/Courts which could impact the going concern status of the Company and its
future operations. All orders received by the Company during the year are routine in
nature which have no significant /material impact
14. AUDITORS
14.1 STATUTORY AUDITORS
M/s Dileep and Prithvi, are the Statutory Auditor of the Company
appointed for the term of 5 years i.e for the Financial Year 2021-2026 as recommended by
Members of Audit Committee /Board of Directors and subsequently approved by the Members at
the 36th Annual General Meeting.
14.2 SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed Shri. Swapnil Dixit, Company Secretary in practice to undertake the
Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit
report for the financial year 2022-23 is annexed herewith as "ANNEXURE B".
14.3 COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 (as amended), the Directors, on the
recommendation of the Audit Committee have appointed Shekhhar Joshi & Company,
Practicing Cost Accountant, Mumbai, as the Cost Auditor of the Company for the Financial
Year 2023-24. The remuneration payable to the Cost Auditor is subject to ratification of
Shareholders at the ensuing Annual General Meeting.
15. INTERNAL COMPLAINTS COMMITTEE
As per provisions of Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted
an Internal Complaints Committee for Redressal of complaints against sexual harassment and
there were no complaints received during the financial year.
16. DISCLOSURE REQUIREMENTS
Your Company has complied with all the mandatory requirements of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
• Management Discussion and Analysis is annexed as "ANNEXURE
A" to the report
• Secretarial Audit Report as "ANNEXURE B".
• As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 with the Stock Exchanges, a separate section on the corporate governance
is annexed as "Annexure - C"
• Auditors Certificate on Corporate Governance "Annexure
-D"
• Certificate from Chief Financial Officer under Regulation 17(8)
of SEBI (LODR) Regulation "Annexure -E",
• Declaration from Managing Director "Annexure F"
• Certificate of Non Disqualification of Director "Annexure
G"
17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
A) CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in
the manner whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy
consumption.
c) As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot be stated
accurately.
d) The required data with regard to conservation of energy as
applicable to our company is furnished below:
| Particulars |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| 1. ELECTRICITY |
|
|
| Purchased (units) |
2,96,924 |
298,054 |
| Total Amount |
26,01,373 |
21,33008 |
| Rate/Units in |
8.76 |
7.16 |
| 2. FUEL CONSUMED |
|
|
| Quantity-Furnace Oil |
38,840 |
58,240 |
| LDO |
24000 |
24000 |
| Diesel |
4570 |
4300 |
| Particulars |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| Total amount- |
|
|
| Furnace Oil |
17,94,966 |
25,25,533 |
| LDO |
20,88,480 |
14,86,080 |
| Diesel |
4,12,976 |
389481 |
| Rate per Ltr- Furnace Oil |
46.21 |
43.36 |
| LDO |
87.02 |
61.92 |
| Diesel |
90.37 |
90.58 |
B) TECHNOLOGY ABSORPTION:
Companys products are manufactured by using in-house know how and no
outside technology is being used for manufacturing activities. Therefore no technology
absorption is required. The Company constantly strives for maintenance and improvement in
quality of its products and entire Research & Development activities are directed to
achieve the aforesaid goal.
C) FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings
or out flow.
18. EXTRACT OF ANNUAL RETURN
As provided under section 92 (3) of the Act, the extract of the Annual
Return in form MGT- 9 is annexed herewith as "Annexure H" which forms part of
this report.
As per the requirement of Section 92 of the Companies Act 2013, read
with Rule 12 of the Companies (Management & Administrative) Rule, 2014 .The Annual
Return in the prescribed form is available on the Companies Site
https://sandu.in/wp-content/ uploads/2023/09/Annual-return-for-FY-2022-23..pdf
19. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL
The information required under section 197 of the Act read with Rule 5
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company and Directors is annexed as "Annexure - H"
to this report.
20. FIXED DEPOSITS:-
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules
2014 during the financial year 2022-23.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.The details of the Investments made
by the Company are given in the notes to the Financial Statements.
22. PARTICULARS OF CONTRACT OR ARRANGMENTS WITH RELATED PARTY
The Company has Related Party Transactions with Sandu Brother Private
Limited Which in the ordinary course of Business and At Arm Length Basis
23. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the company. The Code of Conduct for Directors
https://sandu.in/image/ catalog/info-pages/Announcement/policies/Code-
of-Conduct-for-Directors.pdf and for Senior https://
sandu.in/image/catalog/info-pages/Announcement/
policies/Code-of-Conduct-for-Senior-Management. pdf has been posted on companies Website.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders.
All the designated employees and personnel have confirmed compliance
with the Code. The Declaration signed by the Managing Director pursuant to Regulation
26(3) read with Schedule V (Part D) ofthe SEBI (LODR) Regulation 2015 is published in this
report.
24. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prohibition of Insider
Trading with a view to regulate trading in securities by the Directors and Designated
employees of the Company. The Code requires pre- clearance for dealing in the
Companys shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code. Code of Conduct for Prohibition of Insider Trading is available
on website of the Company under the web link https://
sandu.in/image/catalog/info-pages/Announcement/ policies/Insider-Trading-Policy.pdf
25. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided upon request. In terms of Section
136 of the Act, the reports and accounts are being sent to the members and others entitled
thereto, excluding the information on employees particulars which is available for
inspection by the members at the Registered office of the company during business hours on
working days of the company up to the date of ensuing Annual General Meeting. If any
member is interested in inspecting the same, such member may write to the company
secretary in advance.
26. AUDITORS REPORT SECRETARIAL AUDIT REPORT AND COST AUDIT REPORT
The Statutory Audit Report Secretarial Audit Report and Cost Audit
Report doesnt contain any qualification, reservation or adverse remarks.
27. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Act and Rules framed thereunder either to the Company or to the
Central Government.
28. ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers,
Executives, Staff and workers at all levels for their continuous Cooperation and
Assistance.
| For and on |
behalf of Board of Directors |
|
of Sandu Pharmaceuticals Limited |
| Sd/- |
Sd/- |
| Umesh B Sandu |
Shashank B Sandu |
| DIN:01132141 |
DIN:00678098 |
| Managing Director |
Director |
+91-9892691696
