Sanjivani Paranteral Ltd Directors Report.

Dear Members

Your Directors are presenting herewith the 27th Annual Report together with the Audited statement of accounts for the Financial year ended March 31,2021.

FINANCIAL RESULTS

(Rs. in lakhs)

PARTICULARS AS AT 31.03.2021 AS AT 31.03.2020
Sales & Other Income 2535.75 1660.78
PBID 239.79 (8.02)
Interest 12.60 65.61
Depreciation 85.98 107.22
PBT 141.21 (180.85)
PAT 141.93 (170.82)

PERFORMANCE AND BUSINESS REVIEW

During the year under review, Company has achieved the turnover of Rs.2535.75 Lakh and PAT of Rs. 141.93 Lakh as against turnover of Rs.1660.78 Lakh and Loss of Rs.170.82 Lakh for the corresponding previous year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended March 31,2021. TRANSFER TO RESERVES:

There has been no transfer to reserves out of the amount available for appropriation.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the general nature of business of your Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments as specified under Section 186 of the Companies Act, 2013.

INCREASE IN AUTHORISED CAPITAL AND ALTERATION TO MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year, the Authorised share capital of the Company has been increased by Rs. 3 Crores. Members approval for the same has been obtained through EGM held on 24th December,2020 and accordingly Memorandum & Articles of Association also altered.

Hence the Authorized Share Capital of the Company increased from existing Rs.7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakh) Equity Shares of Rs.10/- each to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs.10/- each, by way of creation of additional Rs. 30,00,000 (Thirty Lakh Only) Equity Shares of Rs.10/- each ranking pari passu in all respect with the existing Equity shares of the Company.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO NON-PROMOTER AND PROMOTER:

During the year, the consent and approval of the members of the Company have been accorded to Board to offer, issue, allot and deliver, 26,00,000 (Twenty Six Lakh) Equity Shares of face value of Rs. 10/- each at a price of Rs. 10/- per equity aggregating to Rs. 2,60,00,000/- (Rupees Two Crore Sixty Lakh only). As a result 16,00,000 Equity Shares were issued to Mr. Ashwani A. Kemka, Promoter of the Company and 10,00,000 Equity Shares were issued to Next Orbit ventures Fund, a SEBI Registered Venture Fund in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018 and provisions of the Companies Act, 2013

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

EXTRACT OF ANNUAL RETURN:

The provisions of section 134 of Companies Act, 2013 were amended vide Companies Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018. Accordingly, the requirement of attaching the extract of Annual Return, in format MGT -9 with the Directors Report has been dispensed off and the same needs to be posted on the Companys website, if any, and a link is to be given in the Directors Report.

Accordingly the same will be placed on the website of the Company.

DETAILS OF COMPANYS CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS:

Global Economy: -

In 2021, the global economy is projected to grow at a rate of 6.0 percent and is expected to show a K- Shaped recovery, with underdeveloped and developing countries such as Africa, Asia (excluding India and China) showing a slower recovery in compared to mature economies such as the United Kingdom and the United States. This parity in the economic revival is because of stimulus packages from developed nations, uneven distribution of vaccine among high-income, middle-income, and low- income countries and awareness among mass who have learned to cope up with the Covid -19 pandemic in developed countries when compared to underdeveloped and developing nations.

Indian Economy: -

According to RBI data, India is expected to grow by 9.5 % in fiscal year 2021-22 (this includes 18.5 percent growth in the first quarter, 7.9 percent growth in the second quarter,7.2 percent growth in the third quarter and 6.6 percent growth in the fourth quarter of FY22) and will experience a K-Shape Recovery with sectors such as Hospitality showing a weak growth when compared to sectors such as Healthcare and Information technology which are projected to show a robust growth. Thankfully, both the domestic demand as well as the private investments are on the upswing, with important indicators such as GST collection and electricity bill, Steal and cement consumption signalling to a positive outlook for the Indian economy.

Indian Pharmaceutical Overview: -

India is the worlds third-largest producer of pharmaceuticals by volume and eleventh largest producer by value. The Indian pharmaceutical market (IPM) Between 2016 and 2020, grew at a CAGR of 9.5 % to reach USD 21 billion. By 2025, it is estimated to reach about USD 28-32 billion and is expected to grow by a CAGR of 7.5-10.5 %.

Growth Drivers: -

•Changing lifestyles and unhealthy diets have been resulting in increased incidences of chronic and non-communicable ailments.

• Increase in Awareness and accessibility of medicine has led to boost in Pharmaceutical Industry.

• Innovation will be a major growth driver for the Domestic Pharmaceutical Industry.

• Increase in living standards in China will lead to China losing its Cost leadership which will create a vacuum for Indian Pharma Industry to thrive.

• Growing geriatric population will also be a major growth driver of IPM.

Growth Restrains: -

• Medical tourism has still not recovered to their pre-covid levels.

• Increase in prices of commodities such as oil has led to an increase in the cost of production making our products look unattractive in the international markets.

• Disruption in the global supply chain has led to increase in the API Prices that we import from China.

• The revised DPCO list has brought some comfort but Simultaneous increase in API price and price regulation have led to dent in the profit margins of the domestic Pharma companies.

Indian Nutraceutical Market: -

Covid-19 pandemic has had a drastic impact on people worldwide, Consumer behaviour have seen a paradigm shift from a curative healthcare approach to preventive healthcare approach this shift has been seen in Indian subcontinent as well people in India have drastically adopted nutraceuticals in forms of multivitamin, immunity boosters etc, This paradigm shift along with changes in the global market like saturation in major nutraceutical markets such as Japan and United States have bring about a boom in the domestic nutraceutical markets, Seeing this Government of India has opened 100 percent FDI in this manufacturing sector under automatic route. This change in the consumer behaviour, increase in private investment from saturated market and policy changes from GOI is projected to grow Indian nutraceutical market from an estimated $4 billion to $18 billion by the end of 2025 with dietary supplement constituting over 65% of the nutraceutical market.

Company Outlook: -

Sanjivani parateral is an export driven company which has a rich history of about 25 years, the main backbone of the company is formed by its efficient operations along with stringent Regulatory department allowing Sanjivani to produce high quality medicine at very economical price and exporting these high standard products with ease, this cost and quality leadership along with our coherent regulatory department makes us highly competitive in international as well as domestic market, as a result of which we have been able to maintain healthy relationship with our current stakeholders, simultaneously it also gives us an upper hand over our competitors in acquiring more such industry stakeholders.

As an export-driven company, we have constantly been looking for new opportunities throughout the world, over time we have developed interest in exploring Africa and have plans to supply our product offerings into some of the African markets. The company also looks forward to widening its product portfolio by launching new products in its pre-existing markets. We also feel quite positive about the developments that are taking place in the Nutraceutical Segment and expect this segment to have a robust growth in the upcoming years, The company is keenly interested in tapping this segment and gain a major market share in this segment.

RISK MANAGEMENT POLICY

The Company has identified the key risks which can impact the business of the Company and reviews these risks on a regular basis. The Company evaluates these parameters and take necessary action, wherever required, to minimize the impact on the business of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations.

HUMAN RESOURCES

In any organization communication with employee is a key determinant factor of success your company believes that employees are the most valued assets for success and growth of the Company. Your Company had implemented internet network for communication between management and employees for enhanced accessibility and transparency. Company has also initiated many morale building programs to strengthen their self-belief which further benefits the Company.

DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the Company has not received any complaint of harassment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Ashwani Khemka, Managing Director retires by rotation at the forth coming annual general meeting and being eligible to offer himself for re- appointment.

Pursuant to Section 149(7) of the Act the Company has received declaration of Independence from all the Independent Directors as stipulated under section 149(6).

Details of Directors seeking appointment / reappointment at the forthcoming Aannual General Meeting are annexed to the Notice convening the Annual General Meeting and forms part of the Annual Report.

ANNUAL EVALUATION OF DIRECTORS, BOARD AND CHAIRMAN

The performance of the Board of Directors, Individual Director, and Chairman was evaluated on annual basis in the meeting and the same was recorded as satisfactory.

DECLARATION FROM INDEPENDENT DIRECTORS

The independent Directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an Independent Director.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

The Company has held 8 ( Eight) Board Meetings during the year under review on 30th June 2020, 31st August 2020, 14th September 2020, 13th November 2020, 24th December 2020, 21st January, 12th February 2021 and 31st March 2021

The Company has held 4 (Four) Audit Committee Meetings during the year under review on 30th June 2020, 14th September 2020, 13th November 2020 and 12th February 2021.

WHISTLE BLOWER POLICY:

The Company has a whistle blower policy to report genuine concerns or grievances.

VIGIL MECHANISM:

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances., which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the member of Audit committee or to the Chairman of the Audit Committee.

STATEMENT OF DIRECTORS RESPONSIBILITY

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have 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 your Company as at 31st March, 2021 and of the profit and loss of the Company for the financial year ended 31st March, 2021;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The conditions of corporate governance requirements are not applicable to the Company in view of net worth requirements.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR

M/s. R.B. Gohil & Co., Chartered Accountants, were appointed for a period of 5 years from the financial period year 01-04-2017 till 31-03-2022 and their tenure will continue upto the end of financial year 3103-2022 and thereafter they are eligible for re-appointment for another term of 5 years. The Auditors Report for the financial year 2020-2021 does not contain any qualification, reservation or adverse remark.

COST AUDITOR

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31,2022 at a remuneration decided by the Board of Directors on recommendation of Audit Committee. Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Twenty-Seventh Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mohd. Akram, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - A" to this Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL:

Your Company does not have any ESOP scheme for its employees/Directors.

DISCLOSURES

A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required in terms of the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect to above matters is given below:

Power and Fuel Consumption 2021-21 2019-20
1. Gas and Electricity
a) (1) Gas - -
(2) Electricity
Unit 585499 462348
Total Amt. (Rs.) 5857845 4465900
Average Rate / Unit 10.00 9.659
b) (1) Own Generation - -
2. Coal - -
3. Furnace Oil, LSHS & L.D.O.
Quantity (Ltrs) 32914 23698
Total Amt. ( Rs.) 1757487 1213207
Average Rate / Unit 53.40 51.19
4. Other /Internal Generation

-

-

B. RESEARCH & DEVELOPMENT

The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange used and Earned

(In Rs.)

Particulars For the year ended March 31
2021 2020
Used 95,63,733 1,95,98,640
Earned 14,06,28,378 10,86,91,193

ACKNOWLEDGEMENT:

Your Board of Director is grateful to the Companys Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors, and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Companys personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors
Place: Mumbai ASHWANI KHEMKA
Date: August 19, 2021 Chairman