unichem labs Directors report

Dear Members,

Your Directors have the pleasure of presenting the audited accounts of your Company for the financial year ended 31st March, 2023.

Financial Highlights

The table below gives the financial highlights of the Company for the year ended 31st March, 2023 on a standalone and

consolidated basis as compared to the previous financial year. ( in Lakhs)

Particulars	Standalone (Audited)		Consolidated (Audited)
	For the year ended 31st March, 2023	For the year ended 31st March, 2022	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Revenue from operations	1,07,243.22	94,292.66	1,34,302.32	1,26,983.22
Other Income	4,184.75	4,206.79	3,851.51	4,750.94
Total Income	1,11,427.97	98,499.45	1,38,153.73	1,31,734.16
Profit/(loss) before tax	(27,908.97)	(8,674.77)	(17,636.29)	2,196.81
Current tax	-	-	1,105.63	1,050.83
Deferred tax	2,061.22	(3,155.51)	1,534.98	(2,183.81)
Short/(Excess) provision for tax (earlier years)	-	23.70	(54.14)	23.70
Profit/(loss) for the year	(29,970.19)	(5,542.96)	(20,222.76)	3,306.17
Other Comprehensive Income	3,872.67	5,537.20	4,592.49	5,375.05
Total Comprehensive Income	(26,097.52)	(5.76)	(15,630.27)	8,681.22

Change in Control and Management

Dr. Prakash A. Mody, one of the members of the promoter and promoter group of the Company (Seller), Ipca Laboratories Limited (Acquirer) and the Company entered into a Share Purchase Agreement dated 24th April, 2023 (SPA) whereby the Acquirer agreed to purchase 2,35,01,440 fully paid-up equity shares of 2/- each, constituting 33.38 % of the fully diluted voting share capital of the Company(Shares), from the Seller, at a price of 440/- per equity share (Transaction). Dr. Mody transferred the said Shares to the Acquirer on 2nd August, 2023. The Acquirer is classified as one of the promoters of the Company and would be part of the promoter group alongwith the existing promoter/promoter group.

The Acquirer has already made an open offer to the public shareholders of the Company to acquire from them upto 26% of the fully diluted outstanding equity share capital of the Company at a price of 440/- per share aggregating to 805.44 crores under the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Draft Letter of Offer (DLOF) in respect of the open offer was filed by the Acquirer with SEBI on 10th May, 2023. SEBI observations/comments on the DLOF are now received. The Acquirer will now proceed with the open offer as per the provisions of the said Regulations.

Pursuant to the Transaction, the Board of directors was reconstituted, the details of appointment/redesignation and resignation of directors in the course of such re-constitution are set out herein below under Directors and Key Managerial Personnel.

Management Discussion and Analysis

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations), a Management Discussion and Analysis, Report forms part of this Report as Annexure A.

Dividend

The Board of Directors has not recommended a dividend on

the Equity Shares of the Company.

Dividend Distribution Policy

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy and is available on the Companys website https://www.unichemlabs.com/dividend-distribution-policy.php.

Transfer to Reserves

Your Directors do not propose to transfer any amount into the

reserves.

Consolidated Financial Statements

The annual consolidated financial statements together with the report of the Auditors thereon form part of this Annual Report.

Sale of strategic investments of the Company

In November 2018, the Company had made a strategic investment in two Hyderabad based Active Pharmaceutical Ingredients (APIs) manufacturing company namely Optimus Drugs Private Limited (ODPL) and Optrix Laboratories Limited (Optirx) for a total consideration of 12,000.62 Lakhs by acquiring 19.99% of the issued and paid-up share capital of each of the said companies. Optrix was later merged into ODPL with no change in the overall shareholdings of the Company in the merged entity. Unichem held 19.99% of the equity share capital of ODPL.

In September 2022, Unichem sold its 19.97% equity

shareholding held in ODPL on a fully diluted basis in the first tranche to Sekhmet Pharmaventures Private Limited (Sekhmet), for an aggregate consideration of 27,098.99 Lakhs and sale of the second tranche consisting of the remaining 0.02% equity shares shall be sold for a price to be determined as per the said Share Purchase Agreement entered into between the Company, ODPL and Sekhmet after satisfaction of necessary conditions precedent. Please refer to the detailed Notes no.11 and 12 of the standalone and consolidated financial statements respectively which are self-explanatory.

Corporate Governance

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Auditors forms part of this Report as Annexure B.

Review of Subsidiaries and Associates

Your Company has six subsidiaries and one associate company. A statement containing salient features of the financial statements of the subsidiaries and associate company, pursuant to Section 129 of the Companies Act, 2013 (Act), and the Rules made thereunder, is annexed to this Report as Annexure C in the prescribed Form AOC -1 and hence not repeated here for the sake of brevity.

Please refer to detailed Note nos. 38, 42, 6 of the standalone financials and Note no. 6 of the consolidated financials for impairment of investments in its Wholly Owned Subsidiaries in Brazil, UK and Ireland and that of its associate Company.

Audited Financial Statements of subsidiaries are available on Companys website at www.unichemlabs.com and the same are also available for electronic inspection. Unichem Pharmaceuticals (USA) Inc, is a material subsidiary in accordance with the provisions of the Listing Regulations read with the Companys Policy on Material Subsidiaries which is available at https://www.unichemlabs.com/policy-on-material-subsidiaries.php.

Material changes and commitment, if any, affecting the financial position of the Company from the end of the financial year till the date of this Report

There were no material changes and commitment affecting the financial position of the Company from the end of the financial year till the date of this report. There has been no change in the nature of business of your Company.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013 (Act):

1. that in preparation of annual accounts for the

year ended 31st March, 2023, the applicable accounting standards have been followed and no material departures, have been made from the same;

2. that such accounting policies have been selected and applied 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 as at the end of the financial year and Profit /Loss for that year;

3. that 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;

4. that the annual accounts have been prepared on a

going concern basis;

5. that the internal financial controls were in place and that they were adequate and operating effectively; and

6. that systems to ensure compliance with the provisions of all applicable laws were devised and such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

Dr. (Mrs) B. Kinnera Murthy (DIN:1878144) retired as an Independent Non-Executive Director of the Company w.e.f. 21st March, 2023 after completion of her second term of five consecutive years. The Board of Directors had on the recommendation of the Nomination and Remuneration Committee (NRC), at their meeting held on 20th March, 2023 appointed Mrs. Priti Puri (DIN:07755966) as an Independent Non-Executive Director of the Company w.e.f. 21st March, 2023 for a term of three consecutive years, which was subsequently approved by the shareholders on 3rd May, 2023.

At the Board meeting held on 9th August, 2023, Dr. Prakash A. Mody (DIN:00001285) the Chairman and Managing Director of the Company stepped down from the role of Managing Director and was re-designated as a Non-Executive, Non-Independent Director, and Chairman of the Company w.e.f. 10th August, 2023, subject to the approval of the shareholders at the ensuing annual general meeting of the Company and whose office is liable to retire by rotation. Consequently, he ceased to be the Chairman of the Risk Management Committee, Corporate Social Responsibility Committee and Member of the Stakeholders Relationship Committee.

Your directors wish to place on record their appreciation for the contributions made by Dr. Mody during his tenure as the Managing Director of the Company.

Mr. Pranay Premchand Godha (DIN:00016525) was appointed as the Non-Executive, Non-Independent Director of the Company w.e.f. 10th August, 2023 subject to the approval of the shareholders at the ensuing annual general meeting of the Company, whose office is liable to retire by rotation.

Mr. Pabitrakumar Kalipada Bhattacharyya (DIN:07131152) was appointed as an additional director and Managing Director of the Company w.e.f. 10th August, 2023 for a period of three consecutive years subject to the approval of the shareholders at the ensuing annual general meeting of the Company who office is liable to retire by rotation.

Mr. Godha and Mr. Bhattacharyya are not disqualified as the Director in terms of Section 164 of the Act. They have given all the necessary declarations under the Act. They have also confirmed that they are not debarred from holding the office of a Director by virtue of any order passed by the SEBI or any such authority. The Company has received a notice pursuant to Section 160 of the Act from a Member signifying the intention to propose the appointment of Mr. Godha and Mr. Bhattacharyya as directors of the Company. Detailed profile of Mr. Godha and Mr. Bhattacharyya is aptly covered in the Notice of the 60th Annual General Meeting and not repeated here for the sake of brevity.

In accordance with provisions of the Act, Dr. Mody would retire by rotation at the ensuing annual general meeting. Being eligible, he has offered himself for re-appointment.

Mr. Dilip Kunkolienkar (Director Technical) ceased to be director w.e.f. 10th August, 2023. Consequently, he also ceased to be a Member of the Audit Committee and Risk Management Committee of the Board of Directors.

Your directors wish to place on record their appreciation for the contributions made by Dr. (Mrs) B. Kinnera Murthy and Mr. Dilip Kunkolienkar during their tenure as directors of the Company.

Consequent to the change in the board of directors, the Board committees were also reconstituted, the details of which are aptly covered in the Corporate Governance Report.

All the Independent Non-Executive Directors of your Company have submitted the declaration confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Non-Executive Directors. The Board is of the opinion that the Independent Non-Executive Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience and they hold highest standards of integrity. The Independent Non-Executive Directors of the Company have confirmed compliance with relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending Meetings of the Board/Committee of the Company and the dividend paid on the equity shares held by them.

In terms of Section 203 of the Act, as on 31st March, 2023, Dr. Prakash A. Mody, Chairman & Managing Director, Mr. Sandip Ghume, Deputy Chief Financial Officer, and Mr. Pradeep Bhandari, Head-Legal & Company Secretary were the Key Managerial Personnel of the Company. With the reconstitution of the Board of the Directors w.e.f. 10th August, 2023. Mr. Pabitrakumar Kalipada Bhattacharyya, Managing Director, Mr. Sandip Ghume, Deputy Chief Financial Officer, and Mr. Pradeep Bhandari, Head-Legal & Company Secretary shall be the Key Managerial Personnel of the Company.

Board Performance and Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its performance, its Committees, and the Directors individually. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation, the Directors who were subject to evaluation did not participate. A structured questionnaire was prepared after taking into consideration inputs received from the Directors covering various aspects of the functioning of the Board and its Committees.

The evaluation of the Directors was done on various parameters such as vision and strategy, Board participation, Board disclosures of interests, review of management policies, strategy, compliances, and leadership skills. The Directors expressed their satisfaction with the evaluation process.

Salient Features of the Nomination and Remuneration

Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy for the selection, appointment, and remuneration of Directors, Key Managerial Personnel, and Senior Management. The policy is available on the Companys website at

https://www.unichemlabs.com/nomination-and-remunerationpolicy.php.

The Company considers human resources as its invaluable assets. The Company pays to its employees by way of salary, benefits, perquisites and allowances and annual increments are linked to the overall individual performance. The Remuneration policy for all employees is designed to attract, retain and motivate talented personnel.

Whole-time/ Managing Director

The Company pays remuneration by way of salary, perquisites, and allowances (fixed component) and commission (variable components wherever applicable as per terms of appointment) to its Whole-time Directors. Salary is paid based on the recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the Shareholders within the limits stipulated by the Act and the Rules made thereunder. The remuneration paid to the Whole Time Directors is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

Non-Executive Directors

Non-Executive Directors receive sitting fees for attending Meetings of the Board and its Committees as per the provisions of the Act and the Rules made thereunder. Besides payment of sitting fees and Dividends on equity shares, if any, held by the Directors, no other remuneration is paid to the Non-Executive Directors.

Key Managerial Personnel (KMP) and other Employees

The remuneration of KMP other than the Executive Directors and other Senior Managerial Employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Companys policy. The Company while deciding the remuneration package takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

Significant and Material Orders passed by the Regulators

/Courts/Tribunals

During the year under review, no significant or material orders were passed by the regulators or courts or, tribunals which impact the Companys going concern status and its operations in the future.

However as reported earlier on 9th July, 2014, the European Commission (EU) decided to impose an unjustified fine of Euro 13.96 million, jointly and severally on the Company and its subsidiary Niche Generics Ltd (Niche) contending that they had acted in breach of EU competition law as Niche Generics Ltd had, in early 2005 (when the Company was only a part owner and financial investor in Niche) had agreed to settle a financially crippling patent litigation with Laboratories Servier. The Company vehemently denies any wrongdoing on the part of either itself or Niche. Both the Company and Niche had submitted appeals in September 2014 to the General Court of the EU seeking appropriate relief in the matter. The General Court of the EU has rejected the appeals vide Order dated 12th December, 2018 and confirmed the fine of Euro 13.96 million. The Company and its subsidiary based on legal advice and merits, have filed appeals against the decision of General Court before the Court of Justice of the EU and the outcome of the appeals are awaited. The auditors qualification and response of the management on the above matter has been dealt under Note 3 of the Auditors standalone and consolidated audit report and under Notes 38 and 39 of the standalone and consolidated financial statements respectively which are self-explanatory.

Corporate Social Responsibility (CSR)

The terms of reference of the CSR Committee and its constitution are provided in the Corporate Governance Report. Your Company has also formulated a CSR Policy, which is available on the website of the Company at https://www.unichemlabs.com/corporate-social-responsibility.php. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended (CSR Rules) is annexed as Annexure D and forms an integral part of this Report.

Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with your Companies (Audit and Auditors) Rules, 2014, the members of the Company at the 59th Annual General Meeting of the Company (59th AGM) approved the appointment of M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W/W100149) (M/s. N.A. Shah), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 59th AGM till the conclusion of 64th AGM. The Report given by M/s. N.A. Shah on the Financial Statements of your Company for the financial year ended 31st March, 2023 is part of the Annual Report. The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments.

The Auditors Report does not contain any other qualification or reservation, adverse remark or disclaimer except for the audit qualification and emphasis of matter as detailed in note no. 3 of their standalone and consolidated audit report. The response of the management on the above is given in Note no. 38 and 39 of the Standalone and consolidated financial statements respectively.

N.A. Shah have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The said auditors have confirmed that their firm has been subjected to the peer-review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of the ICAI.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no details are disclosed under Section 134 (3) (ca) of the Act.

Cost Auditors

Your Company is required to make and maintain cost records

as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements. In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed Kishore Bhatia & Associates, Cost Accountants, (Firm Registration No. 00294) being eligible, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company in relation to the financial year ending 31st March, 2024. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder. The Cost Auditors have confirmed they are not disqualified to be appointed as the Cost Auditors of your Company for the year ending 31st March, 2024. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of the Act and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 60th AGM of your Company. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost Auditors would be reasonable and fair and commensurate with the scope of work carried out by them. The Cost Audit Report for the year ended 31st March, 2023 was filed with the Ministry of Corporate Affairs on 2nd August, 2023.

During the year under review, the Cost Auditors have not reported any matter under Section 143 (12) of the Act, and therefore no details are disclosed under Section 134(3) (ca) of the Act.

Secretarial Audit

The Secretarial Audit was carried out by Alwyn Jay & Co, Company Secretaries (PCS Registration No. 6915) for the financial year ended 31st March, 2023. The Report given by the Secretarial Auditors is set as Annexure E and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except for their observations which are self-explanatory and detailed in the Secretarial Audit report.

During the year, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act. In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed Alwyn Jay & Co, Company Secretaries as the Secretarial Auditors of the Company for the financial year ending 31st March, 2024. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of the Company for the financial year ending 31st March, 2024.

Compliance with Secretarial Standards

During the financial year 2022-23, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India as amended.

Meetings of Board

During the year, six Board Meetings were held, the details of

which are given in the Corporate Governance Report.

Particulars of Loans, Guarantees, and Investments

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

Related Party Transactions

During the year under review, prior approval of the Audit Committee and Board of Directors was sought for Related Party Transactions (RPTs) wherever required. The RPTs entered by the Company with the related parties were on arms length basis and in ordinary course of business. Further, the Company had not entered into any RPT with related parties (save and except transactions with the Companys Wholly Owned Subsidiaries), which could be considered as material in accordance with the Companys Policy on materiality of RPTs or which are required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website and the weblink is https://www.unichemlabs.com/related-party-transactions-policy.php.

Except to the extent of the shares held in the Company and the remuneration drawn from the Company, none of the Directors and Key Managerial Personnel have any pecuniary relationships or transactions vis-a-vis the Company.

Risk Management

Your Company has developed and implemented a Risk Management Policy and in the opinion of the Board of Directors, during the year, there were no elements of risks identified which may threaten the existence of the Company. Details of the constitution of the Risk Management Committee are given in the corporate governance report. A detailed section on Risk Management practices of the Company is included in the Management Discussion and Analysis Report.

Internal control systems and their adequacy

Internal controls are the backbone of governance. The Company has in place systems, policies and procedures for ensuring efficient conduct of its business, prevention and detection of frauds and errors with remedial measures and safeguard of the companys assets. These financial controls also ensure the accuracy and completeness of the accounting records and the timely preparation of reliable financial statements as per the regulatory requirements. The monitoring of these controls are undertaken by the audit committee through periodic management reviews. The internal audit team does independent audits of various risk areas as per pre-approved internal audit plans. A detailed section on internal control is included in the Management Discussion and Analysis Report.

Committees of the Board

The Board has constituted five committees, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee. All the recommendations made by these Committees were accepted by the Board. Details of committees, their composition including their reconstitution post the change in the Board of Directors, meetings held, etc. are provided in the Corporate Governance Report.

Whistle Blower Policy

Your Company has zero tolerance for any form of unethical conduct or behaviour and it adheres to uncompromising integrity in the conduct of its business. The Company has in place a Whistle Blower/Vigil Mechanism through which its Stakeholders, Directors, and Employees can report genuine concerns about unethical behaviour and actual or suspected fraud or violation of the Companys Code of Business Conduct and Ethics. The Policy provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The said policy is posted on the intranet and website of the Company. The e-mail ID for reporting genuine concerns is whistleblower@unichemlabs.com.

Energy Conservation, Technology Absorption, and

Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Act and Rules made thereunder are set out in Annexure F to this Report.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, are annexed as Annexure G to this Report.

In terms of the provisions of Section 197(12) of the Act and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, details of employees remuneration, form part of this Report. However, as per the provisions of Sections, 134 and 136 of the Act, the Report and financial statements are being sent to the Members and others entitled thereto, excluding the information on employees particulars. Any Member interested in obtaining a copy of the same may write to the Company Secretary at shares@unichemlabs.com.

Business Responsibility and Sustainability Report

In terms of Regulation 34 of the Listing Regulations, read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under Business Responsibility and Sustainability Report (BRSR). The BRSR seeks disclosure on the performance of the Company against nine principles of the National Guidelines on Responsible Business Conduct (NGRBCs). As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for top 1000 listed companies by market capitalisation. BRSR is annexed as Annexure H and forms an integral part of this Annual Report.

Employees Stock Options Scheme 2018

The Company had implemented the Unichem Employee Stock Option Scheme 2018 (Scheme) which was duly approved by the Shareholders vide a Special Resolution passed through Postal Ballot Meeting held on 15th May, 2018. This scheme is administered by the Nomination and Remuneration Committee.

52,75,275 Options were approved out of which 15,12,224 were granted and were due for exercise in terms of the said scheme and more detailed in the below annexure posted on the website of the Company. Subsequent to the year ended 31st March, 2023, all the outstanding 15,12,224 ESOPs have been surrendered by the employees of the Company and that of its Subsidiary. Accordingly, the balance in ESOP reserve will be transferred to retained earnings on the date of surrender.

Disclosure of details of the Scheme as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are posted on the Companys website at https://www.unichemlabs.com/annual-report.php.

M/s. Alwyn Jay & Co., Secretarial Auditors have issued certificate confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by members at the general meeting. The certificate will be available for inspection by members.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and inquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the workplace. All women employees (permanent, temporary, contractual, and trainees) are covered under this policy. The policy also provides for the requisite checks, balances, and safeguards to ensure that no employee is victimized or harassed for reporting and bringing up such incidents in the interest of the Company. The ICC received one complaint which was addressed during the year.

Extract of Annual Return

In accordance with the provisions of Section 92(3) and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of the Act, Annual Return of the Company is hosted on the website of the Company at https://www.unichemlabs.com/annual-report.php.

Credit Rating

The Companys banking facilities are rated by ICRA. ICRA has rated the Companys long-term rating to [ICRA] A- (Stable) (pronounced ICRA A minus with a stable outlook). This rating indicates an adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

General

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) changes in share capital; (c) issue of equity shares with differential rights as to dividend, voting or otherwise; (d) raising of funds through preferential allotment or qualified institutions placement; (e) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and (f) instance of one-time settlement with any bank or financial institution.

Acknowledgement

Your Directors acknowledge the support and wise counsel extended to the Company by customers, bankers, government agencies, suppliers, shareholders, and others associated with the Company as its business partners. Your Directors also acknowledge the trust reposed in the Company by the medical fraternity and patients. We look forward to having the same support in our mission to enhance health through quality products.

	For and on behalf of the Board of Directors,
	Dr. Prakash A. Mody
Mumbai	Chairman and Managing Director
9th August, 2023	(DIN: 00001285)