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Bharat Parenterals Ltd.

BSE: 541096 Sector: Health care
NSE: N.A. ISIN Code: INE365Y01019
BSE 14:37 | 12 Aug 326.60 5.05
(1.57%)
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NSE 05:30 | 01 Jan Bharat Parenterals Ltd
OPEN 315.00
PREVIOUS CLOSE 321.55
VOLUME 1246
52-Week high 526.70
52-Week low 297.90
P/E 8.85
Mkt Cap.(Rs cr) 188
Buy Price 312.00
Buy Qty 1.00
Sell Price 326.00
Sell Qty 1.00
OPEN 315.00
CLOSE 321.55
VOLUME 1246
52-Week high 526.70
52-Week low 297.90
P/E 8.85
Mkt Cap.(Rs cr) 188
Buy Price 312.00
Buy Qty 1.00
Sell Price 326.00
Sell Qty 1.00

Bharat Parenterals Ltd. (BHARATPARENTER) - Director Report

Company director report

To the Members

Bharat Parenterals Limited Vadodara

Your Directors have pleasure in presenting the 28th Annual Report of theCompany together with the Audited Statements of Accounts (Standalone and Consolidated)showing the financial position of the Company for the Financial year ended March 31 2021.

1.FINANCIAL RESULTS:

The Company’s financial performance for the year under review along with previousyear’s figures is given here under (Rs.in lakhs)

PARTICULARS FOR THE YEAR ENDED ON FOR THE YEAR ENDED
31.03.2021 ON 31.03.2020
Net Income from Business Operations 20366.68 22632.95
Other Income 867.04 1148.03
Total Income 21233.72 23780.98
Profit / (loss) before Depreciation 3304.84 4083.54
Less Depreciation 602.94 588.22
Profit after depreciation and Interest 2701.90 3495.32
Less Tax Expenses: 680.84 865.26
Net Profit after Tax 2021.05 2630.06

2. DIVIDEND

No Dividend was declared for the current financial year taking into considerationcertain future expansion plans.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:The provisions of Section 125(2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.

4. FINANCIAL PERFORMANCE AND OPERATION’S REVIEW

During the year under review the company generated gross income of Rs. 21233.72 lakhsearned gross profit of Rs. 2701.90 lakhs and net profit of Rs. 2021.05 lakhs asagainst gross income of Rs. 23780.98 lakhs gross profit Rs. 3495.32 lakhs and net profitRs. 2630.06 lakhs of previous year. As it can be seen your company growth isdeclined by

10.71 % during year 2020-21 due to the pandemic of COVID-19 and aims for further growthin future.

5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF BOARDREPORT:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of financial year to which the reportrelates and the date of the report.

6. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors of the Company is in compliance with theprovisions of Companies Act 2013 and Rules thereto and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. In accordance with the Articles of Associationof the Company and pursuant to the provisions of Section 152 of the Companies Act 2013and the applicable rules made thereof Mr. Hemang J. Shah Executive Director of theCompany retire by rotation at the ensuing Annual General Meeting and being eligible haveoffered himself for re-appointment.

Following appointments and Cessations were made during the year:

APPOINTMENTS/REAPPOINTMENT:

a. Mr. Mukeshbhai Jivrajbhai Patel (DIN: 00410134 ) is appointed as anAdditional Non-Executive Independent Director of the Company in the meeting of Board ofDirectors held on 26th September 2020 based on the recommendation of the members of theNomination and Remuneration Committee and entitled to hold the office upto the 28thAnnual General Meeting of the company. The Company had received notice under Section 160of the Companies Act 2013 proposing his candidature for the office of Director of theCompany. Your Board has recommended his appointment in the ensuing Annual General Meetingfor 5 years.

b. Mr. Sanjay Shah (DIN:08899131) is appointed as an Additional Non-ExecutiveDirector of the Company in the meeting of Board of Directors held on 02ndOctober 2020 based on the recommendation of the members of the Nomination andRemuneration Committee and entitled to hold the office upto the 28th AnnualGeneral Meeting of the company. The Company had received notice under Section 160 of theCompanies Act 2013 from him proposing his candidature for the office of Director of theCompany. Your Board had recommended his appointment in the ensuing Annual General Meeting.

c. Furthermore Ms. Lubhanshi Jhalani has been appointed as the CompanySecretary and Compliance Officer of the Company w.e.f. 26th September 2020.

d. Mr. Shailsh Gabhawala (DIN: 07884641) appointed as the Independent Directorof the company w.e.f. 03rd August 2017 for a term of 5 years. The Company hadreceived notice under Section 160 of the Companies Act 2013 from him proposing hiscandidature for the reappointment on office of Director of the Company for a second termof 5 years which is completing on 02nd August 2022. Based on therecommendation of Nomination and Remuneration Committee your Board had recommended hisreappointment in the ensuing Annual General Meeting for second term of 5 years w.e.f. 02ndAugust 2022.

CESSATIONS: a. Ms. Monica Ahir Company Secretary of the Company has shown herdesire to discontinue her services as Company Secretary and Compliance Officer of theCompany with effect from 24th September2020 and the Board has taken note ofthe same.

7. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 andrules made thereunder the Annual Return of the Company as on March 31 2021 in Form MGT-7is available on the Company’s website at www.bplindia.in

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are applicable to thecompany and annexed as Annexure – 1.

9. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control system including suitablemonitoring procedures commensurate with the size and nature of business. The internalcontrol system provides all documented policies guidelines and authorization andapproval procedure. The company has internal auditors which carries out extensive auditsthroughout the year and across all functional areas and submits its report to the AuditCommittee of the Board of Director. The statutory auditors while conducting the statutoryaudit reviewed and evaluated the internal controls and their observations are discussed bythe audit committee of the board.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:

The Company is not required to constitute risk management committee as provided in theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. However theCompany has in place an internal Risk Management Policy to monitor the risk plans of theCompany and ensure its effectiveness. The Audit Committee has additional oversight in thearea of financial risks.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has developed and implemented Corporate Social Responsibility policy as thesaid provisions are applicable to the Company. The Company has carried out variousprojects such as promotion of healthcare including preventive health care and freedistribution of sanitizers to the less privileged and various other government authoritiesduring the situation of Corona outbreak. The details of CSR expenditures made during theyear are provided in Annexure – 2 to this report.

The Company as per Section 135(4) has adopted the CSR Policy and placed it on theCompany’s website: www.bplindia.in

Further the Ministry of Corporate Affair vide its notification dated 22nd January 2021had notified Companies (Corporate Social Responsibility) Amendment Rules 2014 andaccordingly the Board of Directors on 05th June 2021 has approved and adoptedthe revised Corporate Social Responsibility Policy of the Company as well as Annual ActionPlan for the F.Y. 2021-2022 to effect the above mentioned amendments based on therecommendations of the CSR Committee.

Composition of CSR Committee is given in the Corporate Governance Report hence notreproduced here for the sake of brevity.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION

186 OF THE COMPANIES ACT 2013:

During the year under review the company has provided loans Guarantees or investmentsin compliance with the provision of section 186 of the Companies Act 2013.The detailsrelating to loans Investments or Guarantees made by the company are disclosed by theauditor in the Notes to financial results of the Company.

13. COST AUDIT COMPLIANCE REPORT:

For the year under review specified operations of your Company were covered under theCompanies (Cost Accounting Records) Rules 2014 for maintenance of cost records.Accordingly as per provisions of Section 148 of the Companies Act 2013 such accounts andrecords are made and maintained. The company on the recommendation of made by the AuditCommittee has appointed Mrs. Minal Sonaje Cost Accountant (Registration No. 102341) asCost Auditor of the Company to carry out cost audit of Cost record of the Company for theFY 2021-22.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF

REMUNERATION:

The Company has constituted nomination and remuneration committee and adopted Policyrelating to appointment of Directors payment of Managerial remuneration KMP and otheremployees Directors’ qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 asspecified in Corporate Governance Report which forms part of this report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Total 09 (Nine) Board Meetings were held during the financial year ended 31st March2021. The details of the board meetings held and attendance of each of the directorsthereat have been set out in the report on corporate governance.

16. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c)

OF THE COMPANIES ACT 2013:

Your Director wish to inform Members that the Audited Accounts containing financialstatements for the financial year 2020-21 are in full conformity with the requirements ofthe Companies Act 2013. They believe that the financial statement reflect fairly theform and substance of transactions carried out during the year and reasonably present theCompany’s financial condition and results of operations.

Your Directors further confirm that:

In the presentation of the annual accounts for the financial year ended March 31 2021the applicable accounting standards have been followed. The directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period. The directors have taken proper and sufficient care towards the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities. The directors have prepared the annual Accounts on a going concern basis.The directors have laid down internal financial controls which are adequate and areoperating effectively. The directors have devised proper system to ensure compliance withthe provision of all applicable laws and such systems are adequate and operatingeffectively.

17. DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. In accordance with the provisions of the Companies Act 2013 none of theIndependent Directors are liable to retire by rotation.

According to Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014 as amended the names of all the Independent Directors of the Company havebeen included in the data bank maintained by the Indian Institute of Corporate Affairs.

18. BOARD AND ITS COMMITTEE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceCommittees of the Board and Individual Directors pursuant to the provisions of theCompanies Act 2013 and as per the SEBI Listing (Obligations and Disclosure Requirements)Regulations 2015.

The performance of Board was evaluated after seeking inputs from all Directors on basissuch as Knowledge and Skills Professional Conduct Duties Role & FunctionEffectiveness etc. The Nomination & Remuneration Committee further evaluatedperformance of individual directors on criteria such as preparedness on the agenda to bediscussed contribution to the discussion etc. In a separate meeting of IndependentDirector the performance of non-independent directors and the board as a whole wasevaluated.

Further Board opined that the Independent Directors of company appointed during theyear has requisite integrity expertise and experience (including the proficiency).

19. SUBSIDIARIES ASSOCIATE COMPANY AND JOINT VENTURE:

During the year under review the company has following subsidiaries:

1. Varenyam Healthcare private Limited- Ceased to be wholly owned Subsidiary from30th June 2020

2. Innoxel Lifescineces Private Limited- Subsidiary w.e.f 16th October2020

The information pursuant to first proviso to Section 129(3) and rule 5 of Companies(Accounts) Rules 2014 relating to the financial statement of subsidiary/associatecompany / joint ventures forms part of this report in the prescribed format AOC-1and is given by way of "Annexure- 3".

20. DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

21. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review the following changes has been made in the Board ofDirectors of the company:

1. Appointment of Mr. Mukesh Patel as Independent Director of the company w.e.f. 26thSeptember 2020

2. Appointment of Mr. Sanjay Shah as Non-Executive Director of the company w.e.f. 02ndOctober 2020.

3. Appointment of Ms. Lubhanshi Jhalani as Company Secretary and Compliance officer ofthe company w.e.f. 26th September 2020.

4. Resignation of Ms. Monica Ahir from the post of Company Secretary and Complianceofficer w.e.f. 24th September 2020. Besides this there was no change in thecomposition of the Board of Directors or the Key Managerial Personnel of the Company.

22. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS MADE WITH RELATED PARTEIS:

All related party transactions that were entered into during the financial year 2020-21were on an arm’s length basis and were in the ordinary course of business and inaccordance with the provisions of the Companies Act 2013 read with the Rules issuedthereunder and as per Listing Regulations. All Related Party Transactions with relatedparties were reviewed and approved by the Audit Committee and the Board. Policy onTransactions with Related Parties as approved by the Board is uploaded on theCompany’s website.

Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations 2015 the disclosure ofRelated Party Transactions in the format specified in the accounting standards for thehalf year ended 30th September2020 and 31st March 2021 has beenuploaded on the Exchange and the website of the company. The related party transactionswherever necessary are carried out by company as per this policy. During the year thepolicy has not been changed.

23. SECRETARIAL AUDITORS:

The provisions of secretarial audit and appointment of secretarial auditor as requiredunder section 204(1) of the Companies Act 2013 read with rule 9(1) of Companies(Appointment and Remuneration) Rules 2014 are applicable to the Company pursuant to whichthe Company has appointed M/s Jigar Trivedi & Co. Company Secretaries ICSI MembershipNo. 46488 and COP No. 18483 as the Secretarial Auditor of the Company. The SecretarialAudit report of the company as on 31.03.2021 is annexed herewith as Annexure-4.

24. STATUTORY AUDITORS:

M/s. CNK & Associates LLP Chartered Accountants (Firm Registration No. 101961W)Vadodara were appointed as Statutory Auditors of the Company to hold office for firstterm of 4 years starting w.e.f. 2018-19 so as to hold office upto the 29th Annual GeneralMeeting of the Company in terms of the provisions of Section 139 of the Companies Act2013. The auditor’s report for financial year 2020-21 is enclosed with the financialstatements in this Annual Report.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

No qualifications reservations or adverse remarks were made by the Statutory Auditorand the Secretarial Auditor in their respective reports.

26. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the company during the year underreview.

27. WHISTLE BLOWER / VIGIL MECHANISM

Your Company has established a Whistle Blower/ Vigil Mechanism through which itsDirectors Employees and Stakeholders can report their genuine concerns about unethicalbehaviour actual or suspected fraud or violation of the Company’s code of conduct orethics policy. It is affirmed that no employee has been denied access to the AuditCommittee of the Company pursuant to this policy. The details of the whistle blower policyare provided in the report on Corporate Governance forming part of this report.

28. AUDIT COMMITTEE:

The Company has an Audit Committee pursuant to the requirements of the Act read withthe rules framed thereunder and Listing Regulations.

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

During the year under review the Board has accepted all recommendations of the AuditCommittee and accordingly no disclosure is required to be made in respect ofnon-acceptance of any recommendation of the Audit Committee by the Board.

29. DISCLOSURE FOR OBSERVATION OF SECRETARIAL STANDARDS:

During the year under review the Company has generally complied with all theapplicable provisions of the Secretarial Standards.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year no significant material order has been passed by the Regulators orTribunals or Courts which would impact the going concern status of the Company and itsfuture operations.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company forms part of this report as Annexure-5.

32. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the work place inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules thereunder. The Company has complied with theprovisions relating to constitution of Internal Complaints Committee under the said Act.The policy aims to provide protection to the employees at the work place and prevent andredress complaints of sexual harassment.

The following is a summary of sexual harassment complaints received and disposed ofduring the year:

No. of complaints received: Nil

No. of complaints disposed of: Nil

No. of complaints received: Nil

32. CODE OF CONDUCT

Your Company has laid down a Code of Conduct ("Code") for all the BoardMembers and Senior Management Personnel of the Company. The Code is available on thewebsite of the Company i.e. https://www.bplindia.in/policies.html All Directors andSenior Management Personnel of the Company have affirmed compliance with theCompany’s Code of Conduct for the financial year ended March 31 2021.

33. 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. In compliance withRegulations 17 to 22 and Regulation 34 of the Listing Regulations a separate report onCorporate Governance presented in a separate section forms an integral part of this AnnualReport as Annexure-6.

34. SHARE CAPITAL:

The paid up equity share capital of the company as on March 31 2021 was Rs.57296660. During the year under review No changes occurred in the Share capital. Thecompany has not issued shares with differential voting rights sweat equity during theyear. The company during the year had granted Employee Stock Option of 45000 shares tothe employees of the company on 12th November 2020. The Shares will beallotted to employees in the FY 2021-2022 after completion of 1 year of grant period.Thus no shares have been issued or allotted during the year under Employee Stock OptionScheme of the company.

35. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

The Company has adopted a code of conduct for Regulating Monitoring and Reportingtrading by Insiders in securities of the company. The code requires pre-clearance fordealing in the company’s securities and prohibits the purchase or sale of securitiesof the company by the directors and the Directors while in possession of unpublished pricesensitive information in relation to the company and during the period when the tradingwindow is closed. The company has also adopted a Code of Practices and Procedures for FairDisclosure and Conduct of Unpublished price Sensitive information to formulate a statedframework and policy for prompt and fair disclosure of events and occurrences that couldimpact price discovery in the market for securities of the company. The policy isavailable on website of the Company.

36. TRANSFER TO RESERVES:

The Company does not propose to transfer any sum to the General Reserve of the Company.

37. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 is not applicable to Company for the year underreview ended 31st March 2021. Therefore there is no requirement to submit a separatereport by the company.

38. DETAILS OF FRAUDS: -

No frauds were detected during the year by statutory auditors.

39. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code2016 (31 of 2016) during the year and at the end of the financial year.

41. LISTING: -

The Equity shares of the Company continue to remain listed on BSE Limited and. Theannual listing fees for the F.Y. 2021-22 has been paid to thee Stock Exchange.

42 . ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:

We thank our customers vendors dealers investors business partners and bankers fortheir continued support during the year which made the Company grow successfully. We alsoplace on record our appreciation of the contribution made by our employees at all levels.Our consistent growth was made possible by their hard work solidarity cooperation andsupport.

FOR AND ON BEHALF OF BOARD
Date: 27/08/2021 Sd/-
Place: Vadodara Mr. Bharat Desai
Chairman

.