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Anuh Pharma Ltd.

BSE: 506260 Sector: Health care
NSE: N.A. ISIN Code: INE489G01022
BSE 00:00 | 28 Jan 127.60 1.20
(0.95%)
OPEN

125.25

HIGH

129.00

LOW

124.30

NSE 05:30 | 01 Jan Anuh Pharma Ltd
OPEN 125.25
PREVIOUS CLOSE 126.40
VOLUME 34943
52-Week high 218.70
52-Week low 48.70
P/E 22.23
Mkt Cap.(Rs cr) 640
Buy Price 128.00
Buy Qty 100.00
Sell Price 128.90
Sell Qty 25.00
OPEN 125.25
CLOSE 126.40
VOLUME 34943
52-Week high 218.70
52-Week low 48.70
P/E 22.23
Mkt Cap.(Rs cr) 640
Buy Price 128.00
Buy Qty 100.00
Sell Price 128.90
Sell Qty 25.00

Anuh Pharma Ltd. (ANUHPHARMA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in placing before you the 60th Annual Report ofthe Company along with the Accounts for the year ended March 31 2020:

FINANCIAL HIGHLIGHTS

Accounting Year 2019-20 2018-19
Revenue from Operations 30696 32066
Other Income 421 470
Profit before interest depreciation and taxation 2698 3423
Interest 79 17
Depreciation 703 166
Provision for taxation (net) 485 904
Profit after tax 1431 2336
Profit and Loss Account balance B/f 5600 4700
Income Tax adjustment of earlier years 0.5 (6)
Profit available for Appropriation 7032 7031
Transfer to General Reserve - 600
Interim Dividend 689.04 -
Tax on Interim Dividend 142 -
Final Dividend 689 689
Tax on Final Dividend 142 142
Balance carried to the Balance Sheet 5370 5600

DIVIDEND

For the year under review the Directors have recommended a Interim Dividend of Rs 2.75per share i.e. @ 55% ( Rs 2.75/- per share i.e. @ 55% for the previous year) on EquityShares of face value of Rs 5/- each of the Company. The total dividend outgo shall be Rs689.04 lakhs as compared to Rs 689.04 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended March 31 2020 amounted to Rs 30696lakhs as against Rs 32066 lakhs for the previous year. Thus the income from operations ofthe Company has decreased by about 4.27 % as compared to last year's revenue fromoperations.

During the year 2019-20 profit before tax as compared to last year has reduced by 40.88% from Rs 3240 lakhs to Rs 1916 lakhs and profit after tax has reduced by 38.78 % fromRs 2337 lakhs to Rs 1431 lakhs.

THE AMOUNT IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the year ended March 31 2020 the Company does not transfer any amount toreserves.

EXPORTS

Exports for the year ended March 31 2020 have reduced by about 5.10 % from Rs 15443lakhs to Rs 14656 lakhs.

CURRENT OUTLOOK

We are pleased to inform you that European Directorate of Quality Medicine has restoredall our regulatory approvals i.e. Erythromycin Base Erythromycin Ethyl Succinate &Pyrazinamide. Similarly WHO PQ Geneva authorities have restored our regulatory status forPyrazinamide and Sulfadoxine.

Additionally we were inspected by USFDA and are pleased to inform you that we havepassed USFDA inspection without any observations.

We have also received CEP for Ambroxol Hydrochloride from EDQM.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDC and afterreceiving Environmental Clearance from Government of Maharashtra we have successfullycommissioned our new expansion project in December 2019.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and pursuant to theprovisions of Section 152 of the Companies Act 2013 and the applicable rules madethereof Mr. Bharat N. Shah and Mr. Samir J. Shah Directors of the Company retire byrotation at the ensuing 60h Annual General Meeting and being eligible have offeredthemselves for re-appointment.

Mr. Sandeep Joshi was appointed as Independent Director of the Company for 5 (Five)consecutive years to hold office w.e.f. August 22 2019 to August 21 2024 vide addendumto the Notice of 59th Annual General Meeting.

KEY MANAGERIAL PERSONNEL

As on March 31 2020 Mr. Bipin Shah Managing Director Mr. Ritesh Shah Whole TimeDirector and Chief Executive Officer (CEO) Mr. Vivek Shah Whole Time Director and ChiefFinancial Officer (CEO) (R&D) and Mr. Darshan Rampariya Chief Financial Officer andMs. Ashwini Ambrale Company Secretary & Compliance Officer were the Key ManagerialPersonnel of the Company under the provisions of Sections 2(51) and 203 of the CompaniesAct 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel)Rules 2014. There was no change in the Key Managerial Personnel during the financial year2019-20.

Directors' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) read with Section 134(5) of the Companies Act 2013-

i) That in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any.

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year viz. March 31 2020 and of the profit or loss of the Company for the yearended on that date.

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations 2015).

In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited and the Company has paid the necessarylisting fees for the financial year 2020-2021.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning ofSection 73 of the Companies Act 2013.

PARTICULARS O F LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements providedin this Annual Report.

PARTICULARS OF EMPLOYEES

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notprovided with as during the financial year under review no employee of the Companyincluding Managing Director and Whole Time Directors were in receipt of remuneration inexcess of the limits set out in the said rules.

MEETINGS

During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report thatforms part of the Annual Report. The maximum interval between any two Meetings did notexceed 120 days as prescribed under the Companies Act 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of theListing Regulations 2015 the Board has carried out an annual performance evaluation ofits own performance the Directors individually the Chairperson's as well as theevaluation of the working of its Audit Committee Corporate Social ResponsibilityCommittee Nomination & Remuneration Committee and Stakeholder Relationship Committee.The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS

Familiarisation Programme has been carried out by the Company for the IndependentDirectors details of which has been uploaded on the Company's website i.e.www.anuhpharma.com.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company's competitive advantage.The business risk framework defines the risk management approach across the enterprise atvarious levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level as also separately for business. The Company has adopted Financial RiskManagement Policy.

INTERNAL FINANCIAL CONTROL

The Company has in place internal financial controls with reference to the financialstatements. The Company has adopted policy on internal financial control system for properobservation of internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named whistle blower policy in accordance withsection 177(9) of the Companies Act 2013 and Listing Regulations 2015 to deal withinstance of fraud and mismanagement if any. The vigil mechanism/whistle blower policy isuploaded on the Company's website i.e. www.anuhpharma.com.

Nomination and Remuneration Policy

The Board has framed a Nomination and Remuneration Policy for selection and appointmentof Directors Senior Management and their remuneration on the recommendation of theNomination & Remuneration Committee. The Nomination and Remuneration Policy isuploaded on the Company's website i.e. www.anuhpharma.com.

Policy against sexual harassment of Woman at workplace

In order to prevent sexual harassment of women at work place a new act the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified. Under the said Act every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.

A policy for prevention of Sexual Harassment of Women at workplace has been adopted andInternal Complaints Committee was also constituted by the Board of Directors of theCompany. The policy and the composition of Internal Complaints Committee are uploaded onthe Company's website.

The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Policy for Preservation of Documents

In terms of Regulation 9 of the Securities Exchange Board of India Listing Regulations2015 the Board has adopted this Policy for Preservation of Documents. To determinepreservation period for records/documents based on their reference value and legalrequirements. The Policy is uploaded on the Company's website.

Policy for Determination of Materiality of any Event or Information

In pursuance of Regulation 30 of the Listing Regulations 2015 the Company has adoptedthe policy for determination of materiality of any event or information based on thecriteria mentioned in the said regulation ("Material Information”) and that theinformation has been and is being promptly forwarded to the Stock Exchange. The Policy isuploaded on the Company's website.

Archival Policy

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations2015. The policy is uploaded on the Company's website.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF ANEVENT OR INFORMATION

The Company has authorized authorize Mr. Ritesh Shah Whole Time Director and ChiefExecutive Officer and Ms. Ashwini Ambrale Company Secretary and Compliance Officer of theCompany for the purpose of determining the materiality of an event or information and formaking disclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO{Section 134}

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo is annexed as "Annexure - 1” to theDirectors' Report.

CASH FLOW STATEMENT

As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act 2013 and the Rules made thereunder theBoard of Directors has constituted the Corporate Social Responsibility (CSR) Committeeunder the Chairmanship of Mr. Jasvantlal G. Shah Non-Executive Independent Director. Theother Members of the Committee are Mr. Bipin N. Shah Managing Director and Mr. Arun L.Todarwal Non-Executive Independent Director. The CSR policy of the Company is uploaded onthe Company's website. Other details of the CSR activities undertaken by the Company asrequired under Section 135 of the Companies Act 2013 i.e. CSR Report is annexed as "Annexure- 2” to the Directors' Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedas "Annexure - 3” to the Directors' Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee and the Board for approval. Policy onTransactions with Related Parties as approved by the Board is uploaded on the Company'swebsite.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as "Annexure- 4” to the Directors' Report.

RATIO OF Directors' REMUNERATION TO MEDIAN EMPLOYEES Rs REMUNERATION AND OTHERDISCLOSURES

The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employees Rs Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure- 5” to the Directors' Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) a Management Discussion andAnalysis Report is a part of this report.

CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders - shareholders employees customerssuppliers and others. Your Company believes that fairness transparency responsibilityand accountability are the four key elements of corporate governance. The CorporateGovernance Report presented in a separate section forms an integral part of this AnnualReport.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act 2013 read withRule 3 of the Companies (Audit and Auditors) Rules 2014 M/s. Jayantilal Thakkar &Co. Chartered Accountants (Firm Registration Number 104133W) were appointed as StatutoryAuditors of the Company in the 57th Annual General Meeting held on September22 2017 to hold office from the conclusion of the 57th Annual General Meetingtill the conclusion of the 62nd Annual General Meeting of the Company.

COST AUDITORS & COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 the Board has on the recommendation ofthe Audit Committee re-appointed CMA Mr. Ankit Kishor Chande having Membership No. 34051for conducting the audit of cost records of bulk drugs maintained by the Company for thefinancial year 2020-21 at a remuneration of 110000/- (Rupees One Lakh Ten Thousand Only)plus service tax as applicable and re-imbursement of out of pocket expenses as may beincurred by him for conducting the Cost Audit for the financial year 2020-21.

In view of the requirements of Section 148 of the Companies Act 2013 the Company hasobtained from the Cost Auditor written consent along with certificates with respect tocompliance with the conditions specified under Rule 6(1A) of the Companies (cost recordsand audit) Rules 2014.

In terms of the provisions of Section 148(3) of the Companies Act 2013 read with Rule14 of the Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditor is required to be ratified by the Members of the Company. Accordingly aresolution seeking Members Rs ratification for the remuneration payable to the CostAuditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31 2019submitted by Ankit Chande Cost Auditor on September 5 2019. The Cost Audit Report forthe financial year ended March 31 2020 shall be filed in due course.

SECRETARIAL AUDITOR

The Board has appointed M/s. MMJB & Associates LLP as the secretarial auditors forthe financial year 2019-20.

The Secretarial Audit Report (Form No. MR-3) issued by M/s. MMJB & Associates LLPSecretarial Auditor of the Company for the year ended March 31 2020 is annexed as "Annexure- 6” to the Directors' Report.

The Annual Secretarial Compliance Report has been submitted to the stock exchangewithin the prescribed time.

Secretarial Auditors reported that:

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as mentioned in the aforesaid reportexcept that shareholder approval for continuing the directorship beyond the age ofseventy-five years of Mr. Jasvantlal Shah and Mr. Lalitkumar Shah w.e.f. April 01 2019was taken on April 10 2019. However as per listing regulation the approval shall beprior to April 01 2019.

Management's Reply:

The resolution to re-appoint Mr. Dilip G. Shah (DIN: 01989812) as an IndependentDirector of the Company was indented to be proposed on 26th March 2019.However due to his sudden death on February 22 2019 the Company kept the dispatch ofpostal ballot notice and the form on hold to recheck on the composition of the Board.

The Company therefore revised the postal ballot notice and form. The whole process ofprinting / overprinting consumed time resulting into delayed dispatch of revised postalballot notice and form on March 11 2019. Hence the approval of the shareholders Rsreceived on April 10 2020 instead of March 26 2020 as earlier planned.

In the resulting situation the approval of the shareholders for continuing thedirectorship beyond the age of seventy-five years of Mr. Jasvantlal Shah and Mr.Lalitkumar Shah was received w.e.f. April 01 2020 through postal ballot on April 102020.

REPORTING OF FRAUD BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under section 143(12) of the Act details ofwhich needs to be mentioned in this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andcooperation received from our bankers employees auditors and consultants during theperiod under review. The Directors sincerely appreciate the high degree ofprofessionalism commitment and dedication displayed by employees at all levels. TheDirectors also place on record their gratitude to the Members for their continued supportand confidence.

By Order of the Board
Sd/-
Jasvantlal G. Shah
Chairman
(DIN: 00372600)
Registered Office:
3-A Shiv Sagar Estate North Wing
Dr. Annie Besant Road
Worli Mumbai - 400 018
Place : Mumbai.
Date : August 07 2020

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