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Anuh Pharma Ltd.

BSE: 506260 Sector: Health care
NSE: N.A. ISIN Code: INE489G01022
BSE 13:54 | 21 Nov 131.95 -0.45
(-0.34%)
OPEN

132.50

HIGH

134.45

LOW

130.00

NSE 05:30 | 01 Jan Anuh Pharma Ltd
OPEN 132.50
PREVIOUS CLOSE 132.40
VOLUME 1622
52-Week high 170.00
52-Week low 101.25
P/E 16.87
Mkt Cap.(Rs cr) 331
Buy Price 130.15
Buy Qty 10.00
Sell Price 131.45
Sell Qty 6.00
OPEN 132.50
CLOSE 132.40
VOLUME 1622
52-Week high 170.00
52-Week low 101.25
P/E 16.87
Mkt Cap.(Rs cr) 331
Buy Price 130.15
Buy Qty 10.00
Sell Price 131.45
Sell Qty 6.00

Anuh Pharma Ltd. (ANUHPHARMA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in placing before you the 58th Annual Report ofthe Company along with the Accounts for the year ended March 31 2018:

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Accounting Year 2017-18 2016-17
Revenue from Operations 24123 21695
Other Income 739 759
Profit before interest depreciation and taxation 2529 2960
Interest 4 4
Depreciation 183 197
Provision for taxation (net) 690 754
Profit after tax 1652 2005
Profit and Loss Account balance B/f 4299 3207
Income Tax adjustment of earlier years 4 (11)
Profit available for Appropriation 5955 5201
Transfer to General Reserve 500 750
Final Dividend 627 125
Tax on Interim Dividend 128 27
Balance carried to the Balance Sheet 4700 4299

DIVIDEND

For the year under review the Directors have recommended a final Dividend of Rs. 2.75per share i.e. @ 55% (Rs. 2.50/- per share i.e. @ 50% for the previous year) on EquityShares of face value of Rs. 5/- each of the Company. The total dividend outgo shall be Rs.689.04 lakhs as compared to Rs. 626.40 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended March 31 2018 amounted to Rs. 24123lakhs as against Rs. 21695 lakhs for the previous year. Thus the income from operationsof the Company has increased by about 11.19% as compared to last year's revenue fromoperations.

During the year 2017-18 profit before tax as compared to last year has declined by15.08 % from Rs. 2758 lakhs to Rs. 2342 lakhs and profit after tax has declinedby 17.65 % from Rs. 2005 lakhs to Rs. 1651 lakhs.

EXPORTS

Exports for the year ended March 31 2018 have increased by about 30.35 % from Rs.8753 lakhs to Rs. 11410 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.

In view of the above facts we hope to bounce back in terms of profitability and restoreall our regulatory clients.

MATERIAL CHANGES & COMMITMENTS IF ANY

After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDC we have alreadyreceived Environmental Clerance from Government of Maharshtra and consent to establishfrom Maharashtra Pollution Control Board and approval of building plans from MIDCauthorities.

It may please be noted that the construction for our new project has already started inNovember 2017.

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. Samir J. Shah and Mr. Ketan L. Shah Directors of the Company retire byrotation at the ensuing 58th Annual General Meeting and being eligible haveoffered themselves for re-appointment.

KEY MANAGERIAL PERSONNEL

As on March 31 2018 Mr. Bipin Shah Managing Director Mr. Ritesh Shah Whole TimeDirector and CEO Mr. Vivek Shah Whole Time Director and CEO (R&D) and Mr. DarshanRampariya Chief Financial Officer and Ms. Ashwini Ambrale Company Secretary &Compliance Officer were the Key Managerial Personnel of the Company under the provisionsof Sections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointmentand Qualifications of Managerial Personnel) Rules 2014. There was no change in the KeyManagerial Personnel during the financial year 2017-18.

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 2018 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 2018 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 theCompanies Act 2013 none of the Independent Directors 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 2018-19.

FIXED DEPOSITS

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

PARTICULARS OF 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.

FAMILIARISATION 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.

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 workplacehas been adopted and Internal Complaints Committee was also constituted by the Board ofDirectors of the Company. The policy and the composition of Internal Complaints Committeeare uploaded on the Company's website.

Policy for Preservation of Documents

In terms of Regulation 9 of the Listing Regulations 2015 the Board has adopted thisPolicy for Preservation of Documents. To determine preservation period forrecords/documents based on their reference value and legal requirements. The Policy isuploaded 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 Officerof the Company for the purpose of determining the materiality of an event or informationand for making disclosures to Stock exchange(s) under Regulation 30 of the ListingRegulations 2015.

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.

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 inSection 188(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' REMUNERATION AND OTHERDISCLOSURES

The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employees' 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

Management Discussion and Analysis Report is attached separately to 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' OBSERVATIONS AND MANAGEMENT'S REPLY

Emphasis of Matter

We draw attention to the following matter in Note No. 46 to the financial statements:

 

As per section 135 of the Act the Company was required to incur/spend Rs. 64.25lakhs (including Previous Year Rs. 2.81 lakhs) on Corporate SocialResponsibility ("CSR") during the financial year 2017-2018. However during thefinancial year 2017-2018 the Company has spent Rs. 57.42 lakhs. Hence the unspentamount of CSR expenditure is Rs. 6.83 lakhs.

Management's Reply: CSR Commitments for the financial year 2017-18 was not fulfilledbecause of delay in approved projects the Company would spend the same in the nextfinancial year and that CSR contribution would not be counted as next year's CSRcommitments.

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 2018-19 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 2018-19. In view ofthe requirements of Section 148 of the Companies Act 2013 the Company has obtained fromthe Cost Auditor written consent along with certificates with respect to compliance withthe conditions specified under Rule 6(1A) of the Companies (cost records and audit) Rules2014. In terms of the provisions of Section 148(3) of the Companies Act 2013 read withRule 14 of the Companies (Audit and Auditors) Rules 2014 the remuneration payable to theCost Auditor is required to be ratified by the Members of the Company. Accordingly aresolution seeking Members' ratification for the remuneration payable to the Cost Auditorforms 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 2017submitted by Girikrishna Maniar Cost Auditor on 5th October 2017. The CostAudit Report for the financial year ended March 31 2018 shall be filed in due course.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasre-appointed M/s. Ragini Chokshi & Co. (Firm Registration Number 92897) CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2018-19. The Secretarial Audit Report issued by M/s. Ragini Chokshi & Co. SecretarialAuditor of the Company for the year ended March 31 2018 is annexed as "Annexure -6" to the Directors' 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 : May 25 2018

ANNEXURE ‘1' TO THE DIRECTORS' REPORT

(Under Section 134 of the Companies Act 2013)

1. CONSERVATION OF ENERGY:

Form for Disclosure of Particulars with respect to Conservation of Energy.

A. Power and fuel consumption:

1. Electricity Current Year Previous Year
2017-18 2016-17
(a) Purchased
Units 3614572 2997834
Total amount (Rs. in Lakhs) 295.12 238.77
Rate/unit (Rs. in Lakhs) 8.16 7.96
(b) Own generation
Rate/Unit (Rs. in Lakhs) Nil Nil
2. Coal Nil Nil
3. Light Diesel Oil
Quantity (KL) 266.82 164.21
Total cost (Rs. in Lakhs) 91.82 50.81
Average rate per ltr. (Rs. in Lakhs) 34.41 30.94
4. Other/Internal generation N. A. N. A.
B. Consumption per unit of production
Electricity KWH 5.26 5.10
Light Diesel Oil Ltrs. 0.39 0.28
Coal N.A. N.A.
Other N.A. N.A.
2. TECHNOLOGY ABSORPTION
A. Research & Development (R&D) Nil Nil
B. Technology absorption adoption and innovation Nil Nil

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Earnings : The FOB value of export of the Company during the year aggregatedto Rs. 10428 lakhs as against Rs. 8456 lakhs in the previous year.

B. Outgo : The CIF value of outgo in foreign exchange of the company by way ofimports payment of commission exhibition and traveling expenses aggregated to Rs. 14138lakhs during the year as against Rs. 13513 lakhs in the previous year.