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Anuh Pharma Ltd.

BSE: 506260 Sector: Health care
NSE: N.A. ISIN Code: INE489G01022
BSE 00:00 | 18 May 98.90 -2.00
(-1.98%)
OPEN

102.75

HIGH

102.75

LOW

98.35

NSE 05:30 | 01 Jan Anuh Pharma Ltd
OPEN 102.75
PREVIOUS CLOSE 100.90
VOLUME 21397
52-Week high 156.00
52-Week low 84.60
P/E 16.21
Mkt Cap.(Rs cr) 496
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 102.75
CLOSE 100.90
VOLUME 21397
52-Week high 156.00
52-Week low 84.60
P/E 16.21
Mkt Cap.(Rs cr) 496
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anuh Pharma Ltd. (ANUHPHARMA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in placing before you the 61stAnnual Report of the Company along with the Accounts for the year ended March 31 2021:

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
Accounting Year 2020-21 2019-20
Revenue from Operations 43196 30696
Other Income 1054 421
Profit before interest depreciation and taxation 5512 2698
Interest 149 79
Depreciation 1508 703
Provision for taxation (net) 1011 485
Profit after tax 2844 1431
Profit and Loss Account balance B/f 5370 5600
Income Tax adjustment of earlier years - 0.5
Profit available for Appropriation 8214 7032
Transfer to General Reserve 600 -
Interim Dividend - 689.04
Tax on Interim Dividend - 142
Final Dividend - 689
Tax on Final Dividend - 142
Balance carried to the Balance Sheet 7614 5370

DIVIDEND

For the year under review the Directors have recommended FinalDividend of ' 1.50/- per share i.e. @ 30% (' 2.75/- per share i.e. @ 55% for the previousyear) on Equity Shares of face value of ' 5/- each of the Company. The total dividendoutgo shall be ' 751.68 lakhs as compared to ' 689.04 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended March 31 2021 amountedto ' 43196 lakhs as against ' 30696 lakhs for the previous year. Thus the income fromoperations of the Company has increased by about 40.70% as compared to last year's revenuefrom operations.

During the year 2020-21 profit before tax as compared to last year hasincreased by 101.25% from ' 1916 lakhs to ' 3855 lakhs and profit after tax hasincreased by 99% from ' 1431 lakhs to ' 2844 lakhs.

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

During the year ended March 31 2021 the Company proposes to transfer' 600 Lakhs to General Reserves.

EXPORTS

Exports for the year ended March 31 2021 have increased by about 49.71% from ' 14656 lakhs to ' 21942 lakhs.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of Business of the Company during thefinancial year 2020-21.

CURRENT OUTLOOK

We are pleased to inform you that European Directorate of QualityMedicine has approved our following products:

(i) Erythromycin Base

(ii) Erythromycin Ethyl Succinate &

(iii) Pyrazinamide

Similarly WHO PQ Geneva authorities has given us approval forPyrazinamide and Sulfadoxine.

Additionally we were inspected by USFDA and are pleased to inform youthat we have passed USFDA inspection without any observations.

We have also received CEP for Ambroxol Hydrochloride from EDQM.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDCand after receiving Environmental Clearance from Government of Maharashtra we havesuccessfully commissioned our new expansion project in December 2019.

CHANGES IN THE SHARE CAPITAL IF ANY

During the year ended March 31 2021 the Company has allotted25056000 Equity Shares each aggregating to ' 125280000/- in the ratio of 1:1 equityshares as fully paid-up bonus shares.

During the year ended March 31 2021 due to unavoidable circumstancesthe Company has withdrawn application for in principle approval for Issuance of upto2744000 Equity Shares on preferential basis to MNB Holdings Pte. Ltd.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company andpursuant to the provisions of Section 152 of the Companies Act 2013 and the applicablerules made thereof Mr. Lalitkumar P Shah and Mr. Ketan L. Shah Directors of the Companyretire by rotation at the ensuing 61st Annual General Meeting and beingeligible have offered themselves for re-appointment.

Mr. Bipin N. Shah had relinquished his position from the post ofManaging Director of the Company with effect from the closing of business hours ofThursday 7th January 2021. The Board recorded its appreciation for thededication assistance & guidance provided by him. In view of Board Restructuring Mr.Bipin N. Shah was appointed as Non-Executive Director and Vice Chairman of the Companyw.e.f. 8th January 2021 whose period of office shall be liable to retire byrotation.

In view of Board Restructuring Mr. Ritesh B. Shah & Mr. Vivek B.Shah were appointed and re-designated as Joint Managing Directors of the Company from theposition of Whole Time Directors and Chief Executive Officers of the Company for a periodof 5 years with effect from 8th January 2021 upto 7th January2026 subject to the approval of the Shareholders at the 61st Annual GeneralMeeting and their office shall not be liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

As on March 31 2021 Mr. Ritesh Shah Joint Managing Director Mr.Vivek Shah Joint Managing Director 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.

Mr. Bipin N. Shah had relinquished his position from the post ofManaging Director of the Company with effect from the closing of business hours ofThursday 7th January 2021 and Mr. Ritesh B. Shah & Mr. Vivek B. Shah wereappointed and re-designated as Joint Managing Directors of the Company from the positionof Whole Time Directors and Chief Executive Officers of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act2013-

i) That in the preparation of the annual financial statements for theyear ended March 31 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any.

ii) That the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year viz. March 31 2021 and of the profit or loss of the Company for theyear ended on that date.

iii) That the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

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

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

vi) That the Directors had devised proper systems to ensure compliancewith the provisions 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 IndependentDirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation16(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations 2015).

In accordance with the provisions of the Companies Act 2013 none ofthe 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 haspaid the necessary listing fees for the financial year 2021-2022.

DEPOSITS

The Company has not accepted or renewed any Deposits within the meaningof Section 73 of the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

The Statement of particulars of employees under Section 197(12) readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not provided with as during the financial year under review no employee ofthe Company including Managing Director and Whole Time Directors were in receipt ofremuneration in excess of the limits set out in the said rules.

MEETINGS

During the year 6 (Six) Board Meetings and 4 (Four) Audit CommitteeMeetings 4 (Four) Nomination and Remuneration Committee Meetings 2 (Two) CorporateSocial Responsibility Committee Meetings and 4 (Four) Stakeholder Relationship CommitteeMeetings were convened and held. The details of which are given in the CorporateGovernance Report that forms part of the Annual Report. The maximum interval between anytwo Meetings did not exceed 120 days as prescribed under the Companies Act 2013. Thedetails pertaining to the composition of the Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee and Stakeholder RelationshipCommittee are included in the Corporate Governance Report which is a part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of the Listing Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually the Chairperson's as wellas the evaluation 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 theIndependent Directors 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 toidentify evaluate business risks and opportunities. This framework seeks to createtransparency minimize adverse impact on the business objectives and enhance the Company'scompetitive advantage. The business risk framework defines the risk management approachacross the enterprise at various levels including documentation and reporting. Theframework has different risk models which help in identifying risks trend exposure andpotential impact analysis at a Company level as also separately for business. The Companyhas adopted Financial Risk Management Policy. As on March 31 2021 the formation of RiskManagement Committee is not applicable to the Company.

INTERNAL FINANCIAL CONTROL

The Company has in place internal financial controls with reference tothe financial statements. The Company has adopted policy on internal financial controlsystem for proper observation of internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named whistle blower policy inaccordance with section 177(9) of the Companies Act 2013 and Listing Regulations 2015to deal with instance of fraud and mismanagement if any. The vigil mechanism/whistleblower policy is uploaded on the Company's website i.e. www.anuhpharma.com.

Nomination and Remuneration Policy

The Board has framed a Nomination and Remuneration Policy for selectionand appointment of Directors Senior Management and their remuneration on therecommendation of the Nomination & Remuneration Committee. The Nomination andRemuneration Policy is uploaded 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 actthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 has been 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 hasbeen 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.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Policy for Preservation of Documents

In terms of Regulation 9 of the Securities Exchange Board of IndiaListing Regulations 2015 the Board has adopted this Policy for Preservation of Documents.To determine preservation period for records/documents based on their reference value andlegal requirements. 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 theCompany has adopted the policy for determination of materiality of any event orinformation based on the criteria mentioned in the said regulation ("MaterialInformation") and that the information has been and is being promptly forwarded tothe Stock Exchange. The Policy is uploaded on the Company's website.

Archival Policy

This Policy is framed in compliance with the Regulation 30 of theListing Regulations 2015. The policy is uploaded on the Company's website.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMININGMATERIALITY OF AN EVENT OR INFORMATION

The Company has authorized Mr. Ritesh Shah Joint Managing Director andMs. Ashwini Ambrale Company Secretary and Compliance Officer of the Company for thepurpose of determining the materiality of an event or information and for makingdisclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations 2015.

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

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo is annexed as "Annexure - 1" tothe Directors' Report.

CASH FLOW STATEMENT

As required under Regulation 34 of the Listing Regulations a Cash FlowStatement is part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act 2013 and the Rules madethereunder the Board of Directors has constituted the Corporate Social Responsibility(CSR) Committee under the Chairmanship of Mr. Jasvantlal G. Shah Non-ExecutiveIndependent Director. The other Members of the Committee are Mr. Bipin N. Shah ViceChairman and Mr. Arun L. Todarwal Non-Executive Independent Director. The CSR policy ofthe Company is uploaded on the Company's website. Other details of the CSR activitiesundertaken by the Company as required under Section 135 of the Companies Act 2013 i.e.The Annual Report on CSR Activities is annexed as "Annexure - 2" to theDirectors' Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the CompaniesAct 2013 copy of the Annual Return of the Company prepared in accordance with Section92(1) of the Companies Act 2013 read with Rule 11 of the Companies (Management andAdministration) Rules 2014 is placed on the website of the Company at www.anuhpharma.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Policy on Transactions with Related Parties as approved by the Board is uploadedon the Company's website.

Particulars of contracts or arrangements with related parties referredto in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexedas "Annexure - 3" to the Directors' Report.

RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION ANDOTHER DISCLOSURES

The table containing the names and other particulars of ratio ofDirectors' Remuneration to Median Employees' Remuneration in accordance with theprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas "Annexure - 4" 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 would impact the going concern status of the Company and its futureoperations.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) a Management Discussionand Analysis Report is a part of this report.

CORPORATE GOVERNANCE

Your Company continues to imbibe and emulate the best corporategovernance practices aimed at building trust among all stakeholders - shareholdersemployees customers suppliers and others. Your Company believes that fairnesstransparency responsibility and accountability are the four key elements of corporategovernance. The Corporate Governance Report presented in a separate section forms anintegral part of this Annual Report.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act2013 read with Rule 3 of the Companies (Audit and Auditors) Rules 2014 M/s. JayantilalThakkar & Co. Chartered Accountants (Firm Registration Number 104133W) wereappointed as Statutory Auditors of the Company in the 57th Annual GeneralMeeting held on September 22 2017 to hold office from the conclusion of the 57thAnnual General Meeting till the conclusion of the 62nd Annual General Meetingof the Company.

The statutory auditor's report does not contain any qualificationsreservations or adverse remarks.

COST AUDITORS & COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 the Board has on therecommendation of the Audit Committee re-appointed CMA Mr. Ankit Kishor Chande havingMembership No. 34051 for conducting the audit of cost records of bulk drugs maintained bythe Company for the financial year 2021-22 at a remuneration of ' 110000/- (Rupees OneLakh Ten Thousand Only) plus service tax as applicable and re-imbursement of out of pocketexpenses as may be incurred by him for conducting the Cost Audit for the financial year2021-22.

In view of the requirements of Section 148 of the Companies Act 2013the Company has obtained from the Cost Auditor written consent along with certificateswith respect to compliance with the conditions specified under Rule 6(1A) of the Companies(cost records and audit) Rules 2014.

In terms of the provisions of Section 148(3) of the Companies Act 2013read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 the remunerationpayable to the Cost Auditor is required to be ratified by the Members of the Company.Accordingly a resolution seeking Members' ratification for the remuneration payable tothe Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial yearended March 31 2020 submitted by Ankit Chande Cost Auditor on September 19 2020. TheCost Audit Report for the financial year ended March 312021 shall be filed in due course.

SECRETARIAL AUDITOR

The Board had appointed M/s. MMJB & Associates LLP as theSecretarial Auditors for the financial year 2020-21.

The Secretarial Audit Report (Form No. MR-3) issued by M/s. MMJB &Associates LLP Secretarial Auditor of the Company for the year ended March 31 2021 isannexed as "Annexure - 5" to the Directors' Report.

The secretarial auditor's report does not contain any qualificationsreservations or adverse remarks.

The Annual Secretarial Compliance Report has been submitted to thestock exchange within the prescribed time.

REPORTING OF FRAUD BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditors have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under section 143(12) of the Act detailsof which needs to be mentioned in this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for theassistance and cooperation received from our bankers employees auditors and consultantsduring the period 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.

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