To,
The Members
Vaishali Pharma Limited,
The Board of Directors of your Company take great pleasure in presenting the 16th
Annual Report on the business and operations of the Company together with the Audited
Financial Statements for the year ended March 31, 2023.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31, 2023 is
summarized below:
(Rs in Lakhs)
Particulars |
Current year 2022-2023 |
Previous Year 2021-2022 |
| Income from Business Operations |
6,966.28 |
7,582.08 |
| Other Income |
222.87 |
178.81 |
Total Income |
7,189.15 |
7,760.89 |
| Less: Expenses |
6,304.62 |
7,188.06 |
Profit/(Loss) Before Tax |
884.53 |
572.83 |
| Less: Current Tax |
215.71 |
145.48 |
| Less: Adjustment of prior periods tax |
8.10 |
26.81 |
| Less: Deferred Tax (credit)/charge |
0.43 |
(1.82) |
Net Profit/(Loss) After Tax |
660.29 |
402.35 |
| Other Comprehensive Income/(Loss) |
3.89 |
1.65 |
| Total Comprehensive Income for the year |
664.18 |
404.00 |
* Figures have been regrouped and reclassified, wherever required
2. FINANCIAL PERFORMANCE
During the year under review, total revenue earned by the Company was Rs. 7,189.15
Lakhs as compared to Rs. 7,760.89 Lakhs in previous year. The expenditure incurred during
the year was Rs. 6,304.62 Lakhs as against the amount of Rs. 7,188.06 Lakhs during the
previous year. The Company recorded a Net Profit after tax of Rs. 660.29 Lakhs as compared
to the previous year of Rs. 402.35 Lakhs and it recorded increase by 64.12%. Your
Directors are optimistic of future growth.
3. NATURE OF BUSINESS
The Company is into pharmaceutical business, mainly dealing in Active Pharmaceutical
Ingredient, pharmaceutical formulations, surgical products, veterinary supplements
operating in domestic and export markets.
The success of the Company depends significantly on ability to commercialize new
pharmaceutical products in India and across various markets around the world.
4. DIVIDEND
Your Company is committed towards enhancing shareholder value for its investors. The
Company has considered it prudent not to recommend the dividend for F.Y. 2022 - 2023 in
order to maintain its liquidity position.
5. LISTING OF EQUITY SHARES
The equity shares of the Company are listed on the trading platform of National Stock
Exchange of India Limited (NSE), a recognized stock exchange having nationwide trading
terminal.
6. TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during the year ended March
31, 2023.
7. DEPOSITS
The Company has not accepted any deposits from public and as such no amount on account
of principal or interest on deposits from public was outstanding as on March 31, 2023 in
terms of Section 76 of the Companies Act, 2013.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
9. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the year under review.
10. INTERNAL FINANCIAL CONTROLS:
The Company has well placed, proper and adequate internal financial control system that
commensurate with the size, scale and complexity of its operations. The Company has in
place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the business and functions are systematically
addressed through mitigation action on continuing basis. These are routinely tested by
Internal Auditors. The Audit observations on internal financial controls are periodically
reported to the Audit Committee.
11. SHARE CAPITAL
During the year under review, the Company vide Members approval dated 5th August 2022
increased its Authorized share capital from existing Rs.11,00,00,000/- (Rupees Eleven
Crores only) divided into (One Crore Ten Lakhs) equity shares of face value of Rs. 10/-
each to Rs. 22,00,00,000/- (Rupees Twenty Two Crores only) divided into 2,20,00,000 (Two
Crores Twenty Lakh) equity shares of face value of Rs. 10/- each.
The Equity paid up share capital of the Company stands at Rs.10,54,62,130 (Rupees Ten
Crore Fifty Four Lakh Sixty Two Thousand One Hundred Thirty only) divided into 1,05,46,213
(One Crore Five Lakh Forty Six Thousand Two Hundred Thirteen) equity shares of Rs. 10/-
each.
Apart from the above, there is no change in Share Capital of the Company during the
year.
Further, during the year under review, the Company sought Members approval for issue of
2500000 (Twenty-Five Lakhs) convertible Share Warrants, on preferential basis at an issue
price of Rs. 121.82/- (Rupees One Hundred Twenty One Rupees and Eighty Two Paisa Only) per
warrant. For the same, the Company received "In-Principle approval" of the
National Stock Exchange of India Limited (vide its letter reference no. NSE/LIST /33669)
dated January 24, 2023.
Furthermore, the Board allotted 2500000 (Twenty-Five Lakhs) convertible Share Warrants
on February 07, 2023 to the allottees.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There is no material change and commitment affecting the financial position of the
Company that have occurred after closure of the financial year of the Company to which the
financial statements relate and the date of the report.
13. RELATED PARTY TRANSACTIONS
During the period under review, the transactions entered into with related parties
during the financial year were on arms length pricing basis and in the ordinary course of
business and do not attract the provisions of Section 188 of the Act. There were no
materially significant transactions with related parties during the financial year which
were in conflict with the interest of the Company. The particulars of contracts or
arrangements with related parties referred to in Section 188(1) and applicable rules of
the Companies Act, is disclosed in Form AOC-2 as shown in ANNEXURE A.
All Related Party Transactions are periodically placed before the Audit Committee and
also before the Board for approval. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseeable and repetitive nature. The policy
on Related Party Transactions as approved by the Board is available on website of the
Company visa: https://www.vaishalipharma.com/investors/company-policy.
14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors
Responsibility Statement, it is hereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
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 the Company as on March 31, 2023 and of the profit
and loss of the Company for that period ended on that date;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f) The Directors have devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. BOARD OF DIRECTORS
The Board of Directors of the Company comprise of 6 (Six) Directors with combination of
3 (Three) Independent Directors and 3 (Three) Executive Directors as on March 31, 2023.
The composition of the Board of Directors is as under:
| 1. |
Mr. Atul Arvind Vasani |
Chairman & Managing Director |
| 2. |
Mrs. Jagruti Atul Vasani |
Whole Time Director |
| 3. |
Mr. Dewansh Ajay Vasani |
Executive Director |
| 4. |
Mr. Pratik Vikram Jakhelia |
Non-executive & Independent Director |
| 5. |
Mr. Manish Bhagwandas Ved |
Non-executive & Independent Director |
| 6. |
Mr. Ashvin Jamnadas Ganatra |
Non-executive & Independent Director |
B. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) and other applicable provisions of
the Act, Mrs. Jagruti Atul Vasani (DIN: 02107094) will retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible, offers herself for
re-appointment and will continue as Whole-Time Director of the Company. The Board
recommends her re-appointment.
17. KEY MANAGERIAL PERSONNEL
Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there
under, the following persons have been designated as Key Managerial Personnel of the
Company;
1. Mr. Hemanth Damodar Pathak - Chief Executive Officer
2. Mr. Ratnesh Raghunath Singh - Chief Financial Officer
3. Ms. Vishwa Bipinbhai Mekhia - Company Secretary and Compliance Officer
18. INDEPENDENT DIRECTORS DECLARATION
The Independent Directors were appointed at the Board meeting and hold office for a
fixed term not exceeding five years and are not liable to retire by rotation. In
accordance with Section 149(7) of the Companies Act 2013, All Independent Directors of the
Company have submitted the requisite declarations confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act read with Regulation 16 and
25(8) of SEBI Listing Regulations. The Independent Directors have also confirmed that they
have complied with
Schedule IV of the Act and the Companys Code of Conduct.
19. FAMILIARIZATION PROGRAMME
The Familiarization Programme for Independent Directors aims to provide them an
opportunity to familiarize with the Company, its Management and its operations so as to
gain a clear understanding of their roles, rights and responsibilities and contribute
significantly towards the growth of the Company. They have full opportunity to interact
with Senior Management Personnel and are provided all the documents required and sought by
them for enabling them to have a good understanding of the Company, its business model and
various operations and the industry of which it is a part. The policy undertaken by the
Company in this respect has been disclosed on the website of the Company at
https://www.vaishalipharma.com/investors/company-policy.
20. VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 of
the Companies (Meeting of Board and its Powers) Rules, 2014, Vigil Mechanism for Directors
and employees to report genuine concern and grievances has been established. The said
mechanism is governed by the Audit Committee. The details of the policy is available on
the website of the company at https://www.vaishalipharma.com/investors/company-policy.
21. BOARD AND DIRECTORS EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board, Committees and Individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing
Regulations").
The performance of the Board was evaluated by the Board Members after seeking inputs
from all the Directors on the basis of the criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of the criteria such as the composition of Committees,
effectiveness of Committee Meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
Individual Directors on the basis of the criteria such as the contribution of the
Individual Director to the Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed at the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its Committees and
Individual Directors was also discussed. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
22. REMUNERATION POLICY
The Board has adopted a policy for selection and appointment of Directors, Senior
Management and their remuneration in order to comply with the requirement under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about
Remuneration Policy is provided in the Corporate Governance Report which is annexed to
this report.
The policy of the Company on directors appointment and remuneration is uploaded on to
the Companys website and available at
https://www.vaishalipharma.com/investors/company-policy/.
23. MEETINGS OF THE BOARD:
Total Eight (8) Board Meetings were held during the financial year 2022 - 2023. For
details of the meeting of the Board please refer to the Corporate Governance Report which
is a part of this report.
24. CONSTITUTION OF COMMITTEES
In compliance of SEBI Listing Regulations and provisions of Companies Act, 2013, the
Board of Directors constituted three Committees to comply with the requirements of
listing, the Company has constituted the following Committees
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
25. AUDIT COMMITTEE
Total Eight (8) Audit Committee Meetings were and held during the financial year 2022 -
2023. For details of the meeting and the composition of the Committee, kindly refer the
Corporate Governance Report, which is a part of this report.
26. NOMINATION AND REMUNERATION COMMITTEE
Total Four (4) Nomination and Remuneration Committee Meetings were and held during the
financial year 2022 - 2023. For details of the meeting and the composition of the
Committee, kindly refer the Corporate Governance Report, which is a part of this report.
In accordance with the provisions of the Section 178 of the Companies Act, 2013 read
along with the applicable
Rules, the Company has formulated "Nomination and Remuneration Policy"
containing criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under section 178 of Companies Act, 2013 for selection
of any Director, Key Managerial Personnel and Senior Management Employees.
The said policy is available on the Companys website and the web link thereto is
https://www.vaishalipharma.com/investors/company-policy.
27. STAKEHOLDER RELATIONSHIP COMMITTEE
Total Four (4) Stakeholder Relationship Committee Meetings were and held during the
financial year 2022 - 2023. For details of the meeting and the composition of the
Committee kindly refer the Corporate Governance Report, which is a part of this report.
28. AUDITORS
a. STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, 2014, M/s Raman S. Shah & Associates, Chartered
Accountants, having Firm Registration No. : 119891W has been appointed as Statutory
Auditors of the Company by the members at their 15th Annual General Meeting
held on September 30, 2022 to hold office for second term of five consecutive years i.e.
till the conclusion of Annual General Meeting for the financial year 2026-2027.
There being no qualification or adverse remark in the Auditors Report and hence, the
report is self-explanatory.
b. INTERNAL AUDITOR
M/s. R. U. Kamath & Co., Chartered Accountants has been re-appointed as internal
Auditor for the Financial Year 2023-2024.
The Internal Auditors reports to the Audit Committee of the Board, which helps to
maintain its objectivity and Independence. The scope and authority of the Internal Audit
function is defined by Audit Committee.
c. SECRETARIAL AUDITOR
In compliance with the provisions of Section 204 of the Companies Act, 2013, the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI
Listing Regulation, as amended, the Board of Directors has, on the recommendation of Audit
Committee considered reappointment of M/s. Disha & Associates, Practicing Company
Secretaries, as Secretarial Auditors of the Company for conducting Secretarial Audit for
financial year 2023 - 2024.
The Secretarial Auditors Report for Financial Year 2022-23 is annexed herewith as ANNEXURE
B.
29. MAINTENANCE OF COST RECORDS
The maintenance of Cost Records has not been specified by the Central Government under
sub-section (1) of the Section 148 of the Act in respect of the activities carried on by
the Company.
30. SECRETARIAL STANDARDS
The Directors declared that applicable Secretarial Standards relating to ‘Meetings
of the Board of Directors and ‘General Meetings respectively, has been duly
followed.
31. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of corporate governance. We
believe in adherence to good corporate practices, implement policies and guidelines and
develop a culture of the best management practices and compliance with the law coupled
with the highest standards of integrity, transparency, accountability and ethics in all
business matters to enhance and retain investor trust, long-term shareholder value and
respect minority rights in all our business decisions.
The Corporate Governance Report of the Company confirming compliance with the
conditions of corporate governance as stipulated under SEBI Listing Regulations forms part
of the Annual Report.
The Certificate on Corporate Governance Compliance issued by Secretarial Auditor is
enclosed in
ANNEXURE C.
32. CORPORATE SOCIAL RESPONSIBILITY
As the provisions of section 135 of Companies Act, 2013 dealing with Corporate Social
Responsibility are applicable to the Company during the financial year, the Corporate
Social Responsibility Policy of the Company is available on the website of the Company at
https://www.vaishalipharma.com/investors/company-policy/
Further, the Corporate Social Report activities carried out for FY21-22 forms part of
the Annual Report, enclosed at ANNEXURE -D.
33. PARTICULARS OF EMPLOYEES
No employee was employed by the Company receiving remuneration prescribed under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(Rules) and the rules framed thereunder.
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 of the Act and Rule 5 (1) of the Rules have been appended as ANNEXURE
- E to this report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year 2022 - 2023, as
stipulated under Regulation 34(2)(e) of the SEBI(Listing obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI LODR"), is
presented in a separate section forming part of the Annual Report as
ANNEXURE - F.
35. DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS
Equity Shares and Share warrants of the Company are in dematerialized form with
Depositories viz. NSDL and CDSL.
The Equity ISIN No. allotted is INE972X01014.
The Share Warrant ISIN No. allotted is INE972X13019.
36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is committed and dedicated in providing a healthy and harassment free work
environment to every individual of the Company, a work environment that does not tolerate
sexual harassment. We highly respect dignity of everyone involved at our work place,
whether they are employees, suppliers or our customers. We require all employees to
strictly maintain mutual respect and positive attitude towards each other.
The Company has adopted a policy for prevention of Sexual Harassment of Women at
Workplace. No complaints or grievances were noticed under the aforesaid policy during the
period under review.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
As on the date of this report, the constitution of the Internal Complaints Committee is
as under:
Sr. No. |
Name of the Member |
Post of the Committee members |
Designation |
| 1 |
Presiding Officer |
Mrs. Jagruti Vasani |
Whole Time Director |
2 |
Member |
Mr. Atul Vasani |
Chairman & Managing Director |
| 3 |
Member |
Ms. Priyanka Vasani |
Chief Operating Officer |
| 4 |
Member |
Mrs. Medha Desai |
Management representative |
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Considering the nature of activities undertaken by the company, above clauses of
Section 134 of the Companies Act, 2013 pertaining to the Conservation of Energy,
Technology absorption are not applicable to the Company.
b) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year there were foreign exchange inflow of Rs. 1755.31Lakhs (P.Y. - Rs.
1384.44 Lakhs) on account of export of goods on FOB basis and foreign outflow as follows:-
(Rs in Lakhs)
Expenditure in Foreign Currency |
Current Year (Rs in Lakhs) |
Previous Year (Rs in Lakhs) |
| Import of Goods (on CIF basis) |
541.93 |
393.44 |
| Foreign Travelling |
6.77 |
5.96 |
| Registration Charges |
1.39 |
7.05 |
| Inspection Charges |
0 |
0.19 |
Gross Total |
550.10 |
406.65 |
38. INSURANCE & RISK MANAGEMENT
Business risks exist for any enterprise having national and international exposure.
Your Company also faces some such risks, the key ones being - a longer than anticipated
delay in economic revival, unfavorable exchange rate fluctuations, emergence of
inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes
in regulatory framework.
The Company is well aware of these risks and challenges and has put in place mechanisms
to ensure that they are managed and mitigated with adequate timely actions.
39. ACKNOWLEDGEMENTS
The Directors thank the Companys employees, investors and academic partners for their
continuous support.
The Directors also thank the Government of India, Governments of various states in
India, Governments of various countries and concerned Government departments and agencies
for their co-operation.
Your Directors are thankful to the Vendors, Customers, Bankers, and Government together
with their departments and the local authorities, Employees, Stakeholders for their
valuable support and co-operation.
| Date: September 05, 2023 |
For and on behalf of the Board of Directors |
Place: Mumbai |
Vaishali Pharma Limited |
|
Sd/- |
|
Atul Vasani |
|
Chairman & Managing Director |
|
DIN:- 02107085 |
|
Registered Office:-706 to 709, 7th Floor, Aravali |
|
Busines Center, R. C. Patel Road, |
|
Off Sodawala Lane, Borivali- |
|
West, Mumbai - 400092 |
+91-9892691696
