To the Members,
SUPRIYA LIFESCIENCE LIMITED
Mumbai
Your Directors have pleasure in submitting their 15th Annual Report of
the Company together with the Audited Statements of Accounts for the year ended March 31,
2023.
FINANCIAL RESULTS:
The summarized standalone results of your Company are given in the
table below: Amount in Million
| Particulars |
FY Ended |
|
31/03/2023 |
*31/03/2022 |
| Net Sales / Income from Business Operations |
4609.38 |
5300.49 |
| Other Income |
94.89 |
75.77 |
| Total Gross Revenue |
4704.27 |
5376.26 |
| Provision for Depreciation / Amortization |
118.15 |
101.18 |
| Profit/(loss) after Depreciation and before Provision for Tax |
1234.87 |
2072.45 |
| Less: Provision for Income Tax (including for earlier years) |
306.81 |
521.89 |
| Less: Provision for Deferred Tax |
29.49 |
32.46 |
| Net Profit/(Loss) After Tax |
898.57 |
1518.10 |
| Other Comprehensive Income |
(12.57) |
(3.15) |
| Total Comprehensive Income |
886.00 |
1514.95 |
| Earnings Per Share (Basic & Diluted) |
11.16 |
18.86 |
*Previous years Figures have been regrouped / rearranged wherever
necessary.
BUSINESS INFORMATION:
Your Company is engaged in Manufacturing of active pharmaceuticals
ingredients ("APIs") and are one of the key Indian manufacturers and suppliers
of APIs, with a focus on research and development. The products are registered with
various international regulatory authorities such as USFDA, EDQM, NMPA (previously known
as SFDA), KFDA, PMDA, TGA and Taiwan FDA.
The business operations of your Company are supported by a modern
manufacturing facility located in Parshuram Lote, Maharashtra. The manufacturing facility
is spread across 23,806 sq. mts in 4 Manufacturing blocks segregated therapy wise, having
reactor capacity of 597 KL/ day and seven cleanrooms.
PERFORMANCE REVIEW:
Ever since the outbreak of the Covid-19 pandemic, the Company has put
in appropriate measures and protocols for the health and safety of its employees; besides
streamlining the operations and maintaining the supply chain, production which enabled the
Company to continue uninterrupted supply of active pharmaceutical ingredients to customers
globally.
Some of the highlights of the operations for the year are:
• Profit before Tax (PBT) for the year has grown by 24% to
H2072.45 million as against a PBT of H1673.09 million for the last year.
• Tax Provision for the current year amounted to H554.35 million
as against a tax provision of H437.16 million for the last year.
• Profit after Tax (PAT) before other comprehensive income for the
year grew by 23% to H1518.10 million as against a PAT of H1235.93 million last year.
• Earnings Per Share of H2/- each works out to H18.86 for the year
as against H16.89 last year.
DIVIDEND:
Your Directors are pleased to recommend a dividend of H0.6/- per equity
share of H2/- each, i.e., 30% for the FY ended March 31, 2023, subject to approval of
members at the ensuing Annual General Meeting. The Dividend, if approved by the members at
the ensuing Annual General Meeting, will result into an outflow of H48.29 million. As
members are aware, with effect from April 01, 2020, the Government has abolished the
dividend distribution tax and dividend income is now taxable in the hands of shareholder.
Hence payment of dividend to members will be subject to tax deduction
at source (TDS) as per statutory requirement. The dividend recommended is in accordance
with the Companys Dividend Distribution Policy. The Dividend Distribution Policy is
available on the Companys website and can be accessed at
https://supriyalifescience.com/
wp-content/uploads/2021/09/Dividend-Distribution-Policy.pdf
TRANSFER OF UNCLAIMED/ UNPAID AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND:
Your Company does not have any funds as contemplated under Section 125
of the Act lying unpaid or unclaimed which were required to be transferred to Investor
Education and Protection Fund (IEPF).
RESERVE:
Your Company has not transferred any amount to General Reserve for the
FY ended March 31, 2023.
DEPOSITS:
During the year under review, your Company has neither accepted /
renewed any deposits during the year nor has any outstanding Deposits in terms of Section
73 - 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary, Joint venture or Associate
Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of
business of the Company.
SHARE CAPITAL:
The equity shares of your Company continue to be listed and traded on
the BSE Limited and National Stock Exchange of India Limited.
The paid up Equity Share Capital as at March 31, 2023 stood at H160.97
million consisting of 8,04,82,800 equity shares of H2/- each. During the year under
review, the Company did not issue any type of shares or convertible securities or shares
with differential voting rights.
During the year under review, the Company has not issued shares with
differential voting rights or granted any stock options or issued any sweat equity or
issued any Bonus Shares. Further, the Company has not bought back any of its securities
during the FY under review and hence no details / information invited in this respect.
Your Company confirms that it has paid the Annual Listing Fees for the
year 2022-23 to NSE and BSE.
MATERIAL CHANGES AND COMMITMENTS:
No other material changes and commitments have occurred after the close
of the year till the date of this Report, which affect the financial position of the
Company. Further, there is no change in the nature of business of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
Details of loans given, investments made or guarantees given or
security provided, if any, as per the provisions of Section 186 of the Act and Regulation
34 (3) read with Schedule V of the SEBI Listing Regulations are given in the notes forming
part of the financial statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There are no materially significant related party transactions made by
the Company with related parties which may have potential conflict of interest with the
Company at large. As a matter of policy, your Company carries out transactions with
related parties on an arms length basis. Statement of these transactions is given at
Notes to financial statements.
Accordingly, particulars of contracts or arrangements with related
parties referred to in Section 188(1) along with the justification for entering into such
contract or arrangement in Form AOC-2 does not form part of this report.
The Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions as approved by the Board is available on the
Companys website and can be accessed at h t t p s : / / s u p r i y a l i f e s c i
e n c e . c o m / w p - c o n t e n t /
uploads/2022/06/Policy-on-Related-PartyTransactions. pdf
REGISTRAR AND SHARE TRANSFER AGENT:
M/s. Link Intime India Private Limited acts as a Registrar and Share
Transfer Agent of the Company. The ISIN allotted to the Company after subdivision is
INE07RO01027. As of March 31, 2023, all Equity Shares of the total shares have been
dematerialized.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis Report as required pursuant to
Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time,
("Listing Regulations") is disclosed separately and forming part of Annual
Report. As required under the provisions of the Listing Regulations, the Audit Committee
of the Company has reviewed the Management Discussion and Analysis Report of the Company
for the year ended March 31, 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2023, the Board of Directors of your Company comprised
of 10 Directors, viz., 5 Executive Directors and 5 Independent Directors including 1 woman
Independent Director.
Pursuant to Section 149, 152 and other applicable provisions of the
Companies Act, 2013, one-third of such of the Directors as are liable to retire by
rotation, shall retire every year and, if eligible, offer themselves for re-appointment at
every AGM. Consequently, Ms. Shivani Satish Wagh (DIN: 08491420) retires by rotation at
the Annual General Meeting being eligible offers herself for re-appointment. The Board
recommends here re-appointments.
During the year under review, Dr. Shireesh Bhalchandra Ambhaikar was
resigned as Chief Executive Officer of the Company w.e.f. September 30, 2022. Mr. Rajeev
Kurman Jain was appointed as Chief Executive Officer w.e.f. October 3, 2022.
During the year under review, Mr. Ashish Ramdas Nayak has resigned as
Chief Financial Officer of the Company w.e.f. January 23, 2023. Mr. Krishna Raghunathan
was appointed as Chief Financial Officer w.e.f. January 23, 2023. Mr. Balasaheb Gulabrao
Sawant has resigned as Whole Time Director of the Company w.e.f. January 23, 2023. Mr.
Manoj Deo Dorlikar was appointed as Whole Time Director of the Company w.e.f. January 23,
2023. Pursuant to provision of Section 203 of the Companies Act, 2013, the Key Managerial
Person (KMP) of the Company as on March 31, 2023 is as follows:
| Dr. Satish Waman Wagh – Chairman & Managing Director |
| Mrs. Smita Satish Wagh – Whole Time Director |
| Dr. Saloni Satish Wagh – Whole Time director |
| Ms. Shivani Satish Wagh – Whole Time director |
| Mr. Manoj Deo Dorlikar – Whole Time Director |
| Mr. Rajeev Kumar Jain – Chief Executive Officer |
| Mr. Krishna Raghunathan – Chief Financial Officer |
| Ms. Shweta Shivdhari Singh – Company Secretary & Compliance
Officer |
DECLARATION OF INDEPENDENT DIRECTORS:
The Board of Directors of the Company comprises optimal number of
Independent Directors. The following Non-Executive Directors are independent in terms of
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 ("Listing Regulations")
and Section 149(6) of the Companies Act, 2013 ("the Act"):
| 1. Mr. Bhairav Manojbhai Chokshi (DIN: 03612527) |
| 2. Mr. Kedar Shankar Karmarkar (DIN: 06499019) |
| 3. Mr. Dinesh Navnitlal Modi (DIN: 00004556) |
| 4. Mr. Dileep Kumar Jain (DIN: 00380311) |
| 5. Dr. Neelam Yashpal Arora (DIN: 01603068) |
As required under Section 149 (7) of the Act, all the Independent
Directors on the Board of the Company have given declarations that they meet the criteria
of independence as laid down in section 149 (6) of the Act and Regulation 16 (1) (b) and
Regulation 25 of Listing Regulations.
There has been no change in the circumstances affecting their status as
Independent Directors of the Company. The Independent Directors have confirmed that they
have complied with the Companys Code of Conduct. They have also further confirmed
that they have registered their names in the Independent Directors Databank.
In the opinion of the Board, they fulfil the conditions of independence
as specified in the Act and the SEBI Listing Regulations and are independent of the
management. Further, the Board is also of the opinion that all the Independent Directors
of the Company are persons of integrity and possess relevant expertise and experience to
act as Independent Directors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have been made from the
same;
b) That they had selected such accounting policies and applied them
consistently, and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of the FY and
of the profit and loss of the Company for that period;
c) That they had taken proper and sufficient care 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) That they had prepared the annual accounts on a going concern basis;
e) That they had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating
effectively; and
f) That they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Policy on appointment and remuneration of Directors, Key Managerial
Persons and Senior Management including criteria for determining qualifications, positive
attributes and directors independence as required under Section 178(3) of the
Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI Listing
Regulations has been formulated by the Company. A copy of the Policy is available on the
website of the Company at https:// supriyalifescience.com/wp-content/uploads/2021/09/
Nomination-and-Remuneration-Policy.pdf
REMUNERATION DETAILS OF DIRECTORS, KMP AND EMPLOYEES:
Particulars required to be furnished under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are given
in Annexure I and forms part of this Report.
The non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement
of expenses, if any.
A statement comprising the names of top 10 employees in terms of
remuneration drawn and every person employed throughout the year, who were in receipt of
remuneration in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms an integral part of this Report. However, the
same is not being sent along with this Annual Report to the Members of the Company in line
with the provision of Section 136 of the Companies Act, 2013. Members who are interested
in obtaining these particulars may write to cs@supriyalifescience.com
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Board meets at regular intervals to discuss and decide on the
Companys business policies and strategies apart from other Board businesses.
The notice of meeting of the Board of Directors and Committees were
given well in advance to all the Directors of the Company. The agenda of the Board/
Committee meetings is circulated 7 days prior to the date of the meeting and also at
shorter notice as required as per Secretarial Standard on Meeting of Board of Directors
(SS-1) issued by ICSI. The agenda for the Board and Committee meetings includes detailed
notes on the items to be discussed at the meeting to enable the Directors to take an
informed decision.
During FY 2022-23, 6 (Six) Board Meetings were held. For details
thereof kindly refer to the section "Number & Dates of Board Meetings held during
the year - in the Corporate Governance Report. The necessary quorum was present for all
the meetings. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.
DISCLOSURE ON BOARD COMMITTEES:
The details pertaining to the composition of the Board Committee as of
March 31, 2023 including its terms of reference and attendance of directors at the
Committee Meetings has been provided in the section ‘Board Committees, in the
Corporate Governance Report, which forms part of this Report.
All recommendations of Audit Committee were accepted by the Board of
Director.
PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of its own
performance, of the Committees of the Board and of the individual directors including
Independent Directors, pursuant to the provisions of the Companies Act, 2013 and SEBI
Listing Regulations.
Performance evaluation was carried out on the basis of criteria
evolved, as provided by the Guidance Note on Board Evaluation issued by Securities and
Exchange Board of India, seeking inputs from the Directors individually and the committees
through a structured questionnaire which provides valuable feedback for contribution to
the Board, improving Board effectiveness, maximizing strengths and highlighting areas for
further improvement etc., In a separate meeting of the Independent Directors, performance
of the Chairperson, non-independent directors and the Board as a whole was evaluated
taking into account the views of the non independent directors and the same was discussed
in the Board Meeting. Performance evaluation of Independent Directors is done by the
entire Board of Directors (excluding the Directors being evaluated).
VIGIL MECHANISM:
The Company has established a vigil mechanism by adopting a Whistle
Blower Policy to report concerns about illegal or unethical practices, if any. The details
of the Policy are explained in the Report on Corporate Governance and are also available
on the website of the Company at h t t p s : / / s u p r i y a l i f e s c i e n c e . c o
m / w p - c o n t e n t / uploads/2021/09/Whistle-Blower-Policy.pdf
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:
The Company has a robust strategy to identify, evaluate business risks
and opportunities. This strategy seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Companys competitive advantage and helps in
identifying risks trend, exposure and potential impact analysis at a Company level as also
separately for different business segments.
Board has constituted a Risk Management Committee of the Board, to
assist the Board with regard to the identification, evaluation and mitigation of
operational, strategic and external risks. More details on risks and threats have been
disclosed in the section "Management Discussion and Analysis".
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the Company.
STATUTORY AUDITORS AND AUDITORS REPORT:
Pursuant to the provisions of Section 139 of the Act, and rules made
thereunder, M/s. Kakaria & Associates LLP, Chartered Accountants, (Firm Registration
No. 104558W/ W100601) were appointed as Statutory Auditors of the Company for a second
term of five consecutive years, to hold office from the conclusion of the 14th AGM held on
September 16, 2022 until the conclusion of 19th AGM of the Company to be held in the
calendar year 2027. M/s. Kakaria & Associates LLP, Chartered Accountants, have
submitted their Report on the Financial Statements of the Company for the FY 2022-23,
which forms part of the Annual Report 2022-2023. There are no observations (including any
qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit
Reports issued by them which call for any explanation from the Board of Director. The
Auditors have also confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate
issued by the Peer Review Board of the ICAI.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. DSM & Associates, Practicing Company Secretary, were appointed
as Secretarial Auditors of the Company for the FY 2022-23 pursuant to section 204 of the
Act. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is
attached as Annexure II to this report. There are no qualifications or observations or
adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for
the FY 2022-23 which call for any explanation from the Board of Director. M/s. DSM &
Associates, Practicing Company Secretary have been re-appointed to conduct the secretarial
audit of the Company for the FY 2023-24. They have confirmed that they are eligible for
the said appointment.
COST AUDITORS AND THEIR REPORT:
As per Section 148 of the Act read with Companies (Cost Records and
Audit) Rules 2014, M/s. Rampurawala Mohammed A & Co, Cost Accountants, Mumbai, Firm
Registration No. 003011 have been re-appointed as Cost Auditors for the FY 2022-23 to
conduct cost audit of the accounts maintained by the Company in respect of the various
products prescribed under the applicable Cost Audit Rules. The remuneration of Cost
Auditors has been approved by the Board of Directors on the recommendation of Audit
Committee. The requisite resolution for ratification of remuneration of Cost Auditors by
members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors
have certified that their appointment is within the limits of Section 141(3) (g) of the
Act and that they are not disqualified from appointment within the meaning of the said
Act.
INTERNAL AUDITORS:
M/s. Nair & Panickers Audit &Advisory Services, perform the
duties of internal auditors of the Company and their report is reviewed by the Audit
Committee quarterly.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, none of the auditors, viz. Statutory
Auditors, Secretarial Auditors, Cost Auditor have reported to the Audit Committee, under
Section 143(12) of the Act, any instances of fraud committed against the Company by its
officers or employees, the details of which would need to be mentioned in the Boards
Report.
CORPORATE SOCIAL RESPONSIBILITY:
The Board of Directors has constituted Corporate Social Responsibility
Committee (CSR Committee) consisting of members viz. Dr. Satish Waman Wagh (Chairman), Dr.
Saloni Satish Wagh, and Mr. Kedar Shankar Karmarkar. Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the Company was adopted
by the Board on the recommendation of the CSR Committee.
Annual Report on Corporate Social Responsibility as per Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is
enclosed as Annexure III to this Report.
Business Responsibility and Sustainability Report:
Regulation 34(2)(f) of the Listing Regulations, inter alia, provides
that the annual report of the top 1000 listed entities based on the market capitalization
calculated as on March 31 of every FY shall include a business responsibility report
describing the initiatives taken by the Company from the environmental, social and
governance perspective. Supriya Lifescience Limited is one of the top 1000 listed entities
as on March 31, 2023, is presenting its Business Responsibility & Sustainability
Report for the FY 2022-23 ("BRSR") and the same is enclosed as Annexure IV to
this Report.
CORPORATE GOVERNANCE REPORT:
The report on Corporate Governance as per Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations is provided in this Annual Report. The
requisite certificate from M/s. DSM & Associates, Practicing Company Secretary
confirming the compliance with the conditions of Corporate Governance is attached to the
report on Corporate Governance.
SECRETARIAL STANDARD:
The Company has endeavored to comply with the applicable Secretarial
Standards to the extent applicable.
EXTRACT OF ANNUAL RETURN:
The Annual Return as on March 31, 2023 in the prescribed Form No.
MGT-7, pursuant to section 92 of the Act is available on the website of the Company at
www.supriyalifescience.com at the link https://
supriyalifescience.com/investor-relation/corporate-governance/others/
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure V and is attached to this report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted a policy on Prevention, Prohibition and
Redressal of sexual harassment at workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the year, no complaints or allegations of sexual harassment were filed with the Company.
CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by insiders as per the requirements under the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015 which can be accessed at
https://supriyalifescience.
com/wp-content/uploads/2022/06/Code-of-conduct-to-Regulate-monitor-and-report-trading-in-securities-by-insiders.pdf
This Code of Conduct also includes code for practices and procedures for fair disclosure
of unpublished price sensitive information which has been made available at https://
supriyalifescience.com/wp-content/uploads/2022/02/ Code-for-Fair-Discolures-of-UPSI.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN
FUTURE:
There are no Material orders passed by the judicial or quasi-Judicial
authority which affects the Going Concern Status of the Company during the year under
review.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There were no applications made by the Company or upon the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no
proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the
Company as on March 31, 2023.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
deeply appreciate the committed efforts put in by employees at all levels, whose continued
commitment and dedication contributed greatly to achieving the goals set by your Company.
Your Directors also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.
|
For and on Behalf of the Board of Directors |
|
For Supriya Lifescience Limited |
| Date: August 3, 2023 |
Dr. Satish Waman Wagh |
| Place: Mumbai |
Chairman and Managing Director |
|
DIN: 01456982 |
+91-9892691696
