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Ambalal Sarabhai Enterprises Ltd.

BSE: 500009 Sector: Health care
NSE: AMBASARABH ISIN Code: INE432A01017
BSE 00:00 | 23 May 31.15 -0.15
(-0.48%)
OPEN

31.95

HIGH

31.95

LOW

31.05

NSE 05:30 | 01 Jan Ambalal Sarabhai Enterprises Ltd
OPEN 31.95
PREVIOUS CLOSE 31.30
VOLUME 62985
52-Week high 65.00
52-Week low 27.40
P/E 12.22
Mkt Cap.(Rs cr) 239
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.95
CLOSE 31.30
VOLUME 62985
52-Week high 65.00
52-Week low 27.40
P/E 12.22
Mkt Cap.(Rs cr) 239
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ambalal Sarabhai Enterprises Ltd. (AMBASARABH) - Director Report

Company director report

To

The Shareholders

The Directors hereby present their 43rd Annual Report together with the AuditedFinancial Statements of the Company for the year ended March 31 2021.

(Rs. lakh)
2020-21 2019-20
(Consolidated Accounts)
Turnover (Net) 16364 13350
Other Income 3058 2439
Total Income 19422 15789
Financial Cost 295 332
Depreciation 241 257
Profit/Loss before extra-ordinary
Income 3254 1494
Net Profit/ (Loss) before Taxation 3254 1494
Net Profit (Loss) 2938 1377

Your directors regret their inability to recommend payment of any dividend.

Consolidated Results:

The Company's strategy of moving each business into a focused subsidiary has led tobetter growth and has been a success over the past few years. The Company has shown anoverall increase in both turnover and net profit and the company strives to perform evenbetter in the future.

Asence Group:

Asence Inc. a wholly – owned subsidiary of the Company specializes in the supplyof quality pharmaceutical preparation (Finished Dosage Forms and Active PharmaceuticalIngredients) to the international markets.

Asence is developing some novel products for the European and US markets using theinfrastructure of the group companies.

Sarabhai Chemicals (India) Pvt. Ltd.:

Sarabhai Chemicals a subsidiary Company has made inroads in the domestic market withkey strategic products in Oncology Infertility and Uro-gynaec areas. These threesubdivisions of the company are marketing speciality pharmaceutical products under theSarabhai house mark across India.

Suvik Hitek Pvt. Ltd.:

Suvik a wholly owned subsidiary of the Company is manufacturing Pharmaceuticalsproducts and marketing Generics and Veterinary products in the domestic market.

Synbiotics Limited:

Synbiotics is an USFDA inspected manufacturing Company in the fermentation area. Itmanufactures an antifungal active ingredient – Amphotericin B product which has anexpanding global market and was widely used in India during the mucormycosis crisis.

Systronics (India) Limited:

It has two divisions Systronics & Telerad.

SYSTRONICS is a leading manufacturer of Analytical and Test & Measuring instrumentsdistributing its products across India.

TELERAD is one of the oldest representatives of SONY in India promoting Broadcast andProfessional Video/ Audio products of various International Companies across India

Sarabhai M. Chemicals Ltd.:

Sarabhai M Chemicals Ltd a wholly owned subsidiary company has started its Vitamin Ccoated products manufacturing in August 2019.

Joint Venture Companies:

Vovantis Laboratories Pvt. Ltd.:

Vovantis a joint venture Company is manufacturing USFDA inspected effervescent productmanufacturing company with increased focus on the USA and European markets. It hasrecently set up a state of the art manufacturing facility to expand its business.

CoSara Diagnostics Pvt. Ltd.:

CoSara a joint venture company has the exclusive manufacturing rights in India for thecomplete menu of its US partner – Co-Diagnostics Inc. infectious disease moleculardiagnostics kits. CoSara manufactures Saragene – COVID-19 IVD Real-Time PCR Test Kitwhich are sold across India as well as many other tests.

Corporate Governance:

Pursuant to provisions of SEBI (LODR) Regulations 2015 Management Discussion andAnalysis Report Corporate Governance Report and Auditors' Certificate regardingCompliance of Conditions of Corporate Governance are made part of the Annual Report.

Subsidiaries:

The Company has 8 (eight) subsidiaries and 2 (two) joint venture and one associatecompany. Their performance is integrated in the consolidated accounts.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statement theConsolidated Financial Statements which form part of the Annual Report and Accounts areattached herewith.

Directors and Key Managerial Personnel:

Pursuant to the provisions of Section 152 of the Companies act 2013 Ms. Chaula M.Shastri who retires by rotation and being eligible offers herself for the appointment.

The two whole time directors namely Mr. Kartikeya V. Sarabhai and Ms. Chaula M. Shastrihave been reappointed by the Board for a further period of three years. These resolutionsare proposed for your approval in the ensuing AGM.

During the year under review Mr. Mohandas K. Nair had resigned as Director of theCompany w.e.f. 20th August2020 and Mr. Mayur K. Swadia was appointed as an IndependentDirector of the Company w.e.f. 20th August2020.

Declaration by Independent Directors:

The Independent Director have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).

Annual Evaluation:

The Board of Directors has carried out an annual Evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities & Exchange Board ofIndia (SEBI) under Listing Regulation.

The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of the Committees Meeting etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performanceof the individual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

Particulars of Loans Guarantees or Investments:

Information regarding loans guarantees and Investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the financial statements.

Related Party Transactions:

Since all the related party transactions are carried out in the ordinary course ofbusiness on arm's length basis such transactions entered into by the Company during thefinancial year did not attract the provisions of Section 188 of the Companies Act 2013.There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large and thus a disclosure inForm AOC-2 in terms of Section 134 of the Act is not required.

None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than sitting fees payable to them.

During the year 2020-21 pursuant to Section 177 of the Companies Act 2013 and SEBI(LODR) Regulations 2015 all RPTs were placed before Audit Committee for its prior/omnibus approval.

Material Changes and Commitments:

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.

Number of Meetings of the Board:

There were five Meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.

Extract of Annual Return:

Extract of Annual Report is available on the website of Company www.ase.life

P o l i c y o f D i r e c t o r 's A p p o i n t m e n t a n d Remuneration and otherdetails:

The Company's policy on director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been followed by Nomination and RemunerationCommittee or Key Managerial Personnel. They have fixed criteria for appointment ofdirectors and Key Managerial Persons. Every year their performance is evaluated by theCommittee and accordingly suitable recommendations are made.

Internal Financial Control Systems and their adequacy:

The Company has an Internal Control System commensurate with size scale and complexityof its operations. The Company has appointed an Independent Internal Auditor who carriesout Internal Auditing works according to policies and rules framed to monitor and controlfinancial transactions within the Company and submits his report at every quarter which isput before the Audit Committee for their perusal.

Audit Committee:

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.

Auditors' Report and Secretarial Auditors' Report:

Auditors' Report does not contain any qualifications reservations or adverse remarks.Report of the Secretarial Auditor is given as an annexure which forms part of it.

Risk Management:

The Audit Committee of the Company is assigned the task to frame implement and monitorthe risk management plan of the Company. The Committee is responsible for reviewing therisk management plan and ensuring its effectiveness. The Audit Committee has additionaloversight in the area of financial risks and controls. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

Corporate Social Responsibility (CSR):

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

Particular of Employees:

The information required U/s. 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Management Personnel) Rules 2014 will be provided uponrequest in terms of section 136 of the Act the reports and accounts are being sent to themembers and other excluding the information on employees' particulars which is availablefor inspection by members at the registered office of the Company during 2:00 p.m. to 4:00p.m. on working days of the Company up to the date of AGM. If any Member is interested inobtaining a copy thereof he/she may write to Secretarial Department of the Company. Thereis no employee drawing salary in excess of limit prescribed in Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year neither there was anyunpaid/unclaimed amount of deposit at the beginning of the year or at the end of the year.

Details of Significant Orders passed by Regulators or Courts:

There is no significant or material order passed by any Regulators or courts during thefinancial year.

Disclosure Pursuant to section 197(14) of the Companies Act 2013

No Whole time director of the Company was in receipt of any remuneration/ commissionfrom the company's holding/ subsidiary companies during the financial year.

Details of Establishment of Vigil Mechanism:

The Company has formulated Whistle Blower policy to establish a vigil mechanism fordirectors and employees of the Company to report concerns about unethical behavior actualor suspended fraud or violation of Company's code of conduct policy.

Details under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013:

The Company has established Internal Complaints Committee to redress the complaintsreceived from any woman employee of the Company as required under the provisions of theAct.

Fraud Reporting:

There was no fraud reporting by the Auditors of the Company u/s. 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the year underreview.

Energy Conservation Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation Technology Absorption and Foreign Exchange earningsand outgo required to be given are given in the Annexure to this Report in the prescribedformat.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

a) In the preparation of the annual accounts for the year ended 31.03.2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31.03.2021 and of the profit of theCompany for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ‘going concern' basis.

e) The Company has laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system are adequate and operating effectively.

Insurance:

Building Plant and Machinery and Stocks have been adequately insured.

Statutory Auditors:

Pursuant to section 139 of the Companies Act 2013 and the Rules made there under M/s.Khandhar & Associates Chartered Accountants (Firm Registration No. 118940W) areappointed as Auditors by the Members in the AGM held on 29.09.2017 to hold office untilthe conclusion of 44th Annual General Meeting to be held in the year 2022.

Acknowledgement:

Your Directors would like to take opportunity to express their deep sense of gratitudeto the Banks Government Authorities Customers and Shareholders for their continuousguidance and support. Further they would also like to place on record their sincereappreciation for dedication and hard work put in by one and all Members of SarabhaiPariwar including workers.

For and on behalf on the Borad
Date : 11th August 2021 Kartikeya V Sarabhai
Place : Ahmedabad Chairman

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