You are here » Home » Companies » Company Overview » Concord Drugs Ltd

Concord Drugs Ltd.

BSE: 538965 Sector: Health care
NSE: N.A. ISIN Code: INE858L01010
BSE 00:00 | 06 Aug 13.34 -0.31
(-2.27%)
OPEN

13.60

HIGH

14.00

LOW

12.98

NSE 05:30 | 01 Jan Concord Drugs Ltd
OPEN 13.60
PREVIOUS CLOSE 13.65
VOLUME 9310
52-Week high 22.00
52-Week low 11.68
P/E 35.11
Mkt Cap.(Rs cr) 12
Buy Price 12.99
Buy Qty 100.00
Sell Price 13.99
Sell Qty 200.00
OPEN 13.60
CLOSE 13.65
VOLUME 9310
52-Week high 22.00
52-Week low 11.68
P/E 35.11
Mkt Cap.(Rs cr) 12
Buy Price 12.99
Buy Qty 100.00
Sell Price 13.99
Sell Qty 200.00

Concord Drugs Ltd. (CONCORDDRUGS) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the 24th Board's Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2019 has been as under:

(Rs. In Lakhs)
Particulars 2018-2019 2017-2018
Revenue from Operations 4807.72 5179.72
Other Income 8.59 13.58
Profit/Loss Before Depreciation finance 374.46 492.40
costs Exceptional Items and Tax expense
Less: Depreciation/Amortisation/Impairment 171.18 240.14
Profit/Loss before finance costs exceptional items and Tax expense 203.28 252.26
Less: Finance Costs 159.30 188.40
Profit/Loss before Exceptional Items and Finance Costs 43.98 63.86
Add/(Less): Exceptional Items Nil Nil
Profit/Loss before tax expense 43.98 63.86
(Less): Tax Expense (Current & deferred) 3.27 31.45
Profit/(Loss) for the year (1) 40.70 32.41
Total Comprehensive Income/(Loss) (2) Nil Nil
Total (1+2) 40.70 32.41
Balance carried forward to balance sheet 40.70 32.41
Earnings per share 0.52 0.41

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Board's Report. (i.e. 14.08.2019)

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. DIVIDEND:

The Directors have not recommended any dividend for the year.

5. RESERVES:

The Company has not carried any amount to the reserves.

6. BOARD MEETINGS:

The Board of Directors duly met 7 (Seven) times on 25.05.2018 30.05.2018 14.08.201805.10.2018 14.11.2018 14.02.2018 30.03.2019 and in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The company has received declarations from Independent directors of the company to theeffect that they are meeting the criteria of independence as provided in Sub-section (6)of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015.

8. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/CFO AND KEY MANANGERIAL PERSONNEL.

During the year Mr. K. Ramachandra Reddy and Mr. P. Venkatram Reddy IndependentDirectors have been appointed as Additional Directors in Independent category subject tothe approval by shareholders of the company at the general meeting with effect from30.03.2019 after considering the recommendations of the Nomination and RemunerationCommittee. Accordingly resolutions seeking approval from the members for his appointmentas an Independent Director for a period of 5 years is included in Item no.3 & ItemNo.4 of the notice convening the Annual General Meeting.

During the year under review the Company has appointed Ms. Monika Bhutada as CompanySecretary at the Board meeting held on 05th October 2018. however she resigned w.e.f.16.04.2019 citing personal reasons.

9. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarisation programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarisationprogramme for Independent Directors is disclosed on the Company's websitewww.concorddrugs.in.

10. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 177 of the Companies Act 2013.

II. The terms of reference of the Audit Committee include a review of the following:

• Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financialstatements and

7. Any related party transactions

• Reviewing the company's financial and risk management's policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 29.09.2018 andChairman of the Audit Committee attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

During the financial year 2018-19 4 (Four) meetings of the Audit Committee were heldon 30.05.2018 14.08.2018 14.11.2018 14.02.2019 respectively.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of meetings held No. of meeting attended
Ms. P. Chandra Kala Chairman NED(I) 4 4
Mr.S. Nagi Reddy Member ED 4 4
K. Ramchandra Reddy Member NED(I) -- --

NED (I): Non-Executive Independent Director ED: Executive Director

V. NOMINATION & REMUNERATION COMMITTEE

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

• To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

The details of remuneration paid to the Executive and Non-Executive Directors for thefinancial year 2018-19 are given below:

Mr. S. Nagi Reddy Chairman and Mr. S. Koni Reddy Executive Director have drawn aremuneration of Rs. 1800000 p.a. and Rs. 600000 p.a. for the year ended 31.03.2019respectively.

None of the Directors is drawing any Commission Perquisites Retirement benefits etc.

During the year the committee met on 05.10.2018 and 30.03.2019.

The details of composition of the Committee are given below:

Name Designation Category No. of meetings held No. of meeting attended
Ms. P. Chandra Kala Chairman NED(I) 2 2
Mr. K. Ramchandra Reddy Member NED(I) - -
Mr. P. Venkatram Reddy Member NED(I) - -

NED (I): Non-Executive Independent Director ED: Executive Director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

1.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements: • shallpossess a Director Identification Number; • shall not be disqualified under theCompanies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall reassess determinations of independence when any new interest orrelationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

5.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings: 2.1"Director" means a Director appointed to the Board of the company. 2.2 "keymanagerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary; (iii) The whole-time director; (iv) The chief financeOfficer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors) (iv) Retiral benefits (v)Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non – Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non – Executive Directors ofthe Company within the overall limits approved by the shareholders as per provisions ofthe companies act.

3.2.2 Non – Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category No. of meetings held No. of meeting attended
Ms. P. Chandra Kala Chairman NED(I) 1 1
Mr.S. Nagi Reddy Member ED 1 1
Mr. S. Koni Reddy Member ED 1 1

NED (I): Non-Executive Independent Director ED: Executive Director

B) Powers:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

• To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called concorddrugsltd@gmail.com forcomplaints/grievances.

VII. RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category No. of meetings held No. of meeting attended
Ms. P. Chandra Kala Chairman NED(I) - -
Mr.S. Nagi Reddy Member ED - -
Mr. S. Koni Reddy Member ED - -

NED (I): Non-Executive Independent Director

ED: Executive Director

B) RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The Company has adopteda procedure for assessment and minimization of probable risks. It ensures that all therisks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

11. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of SEBI(LODR) Regulations 2015. The same has beenplaced on the website of the Company.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /

FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiaries/associates/joint ventures.

14. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

The Company does not have any subsidiaries/associates. During the year neither anyCompany became its subsidiary nor ceased to be its Subsidiary.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is a part of this Annual Report in enclosed as Annexure-I.

16. STATUTORY AUDITORS:

The members of the Company in accordance with Section 139 of the Companies Act 2013had passed a Resolution for appointment of M/s. N G Rao & Associates as StatutoryAuditors of the Company for a period of 5 years in the AGM held on 29.09.2018 to holdoffice up to the conclusion of 28th Annual General Meeting of the Company to be held inthe year 2023.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors' u/s 143(12).

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed M/s. Vivek Surana & Associates Practicing CompanySecretaries has under taken Secretarial Audit of the Company for financial year ending31.03.2019. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II ofthis Report.

19. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2019 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 312019 on the Compliances according to the provisions of section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 isprovidedhereunder:

A. Conservation of Energy:

Adequate measures have been taken to conserve energy wherever possible by using energyefficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

21. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

The Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review. Further there are no deposits which are notin compliance with the requirements of Chapter V of the Companies Act 2013.

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the company'soperations in future.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.

24. INSURANCE:

The properties and assets of your Company are adequately insured.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans Guarantees or made any investments covered undersection 186 of Companies Act 2013 during the year under review.

26. CREDIT & GUARANTEE FACILITIES:

The Company is availing Credit and Guarantee Facilities from State Bank of IndiaDilsukhnagar Branch.

27. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

28. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. There were no material significant related party transactions made by the Companywith the Promoters Directors Key Managerial Personnel or the Senior Management which mayhave a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.

29. DISCLOSURE ABOUT COST AUDIT:

The Company is in due compliance with the Companies (Cost Records and Audit) Rules2014. During the year the company has appointed M/s KJU & Associates Cost Accountantsas Cost Auditors of the Company for the financial year 2018-19.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 the ratio of remuneration of Mr.Nagi Reddy Chairman & Whole-time Director & Mr. Koni Reddy (Director cum CFO) tomedian employees is 6.82:1 & 2.27:1 time respectively.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as envisaged in SEBI (LODR)Regulations is not applicable.

33. SECRETARIAL STANDARD

The Company is in compliance with the applicable secretarial standards SS1 and SS2

34. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment:

However the Company has allotted 882000 equity shares at par to the promoters andothers on preferential Basis on 14.05.2019

35. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

36. CEO/ CFO Certification

The Managing Director and CFO certification of the financial statements for the year2018-19 is annexed in this Annual Report.

37. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT& REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure III to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as elsewhere.

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

38. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfilment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role. Theseperformance exercises were conducted seeking inputs from all the Directors / CommitteeMembers wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfilment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedbackreceived from all the Directors.

iii) Based on the inputs received the Chairman of the NRC also makes a presentation tothe Independent Directors at their meeting summarising the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. The performance ofthe Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of itsperformance and these assessments are presented to the Board for consideration. Areas onwhich the Committees of the Board are assessed include degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation are presented to the Board andaction plans are drawn up. During the year under report the recommendations made in theprevious year were satisfactorily implemented.

The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvement are put in place.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. Thefollowing is the summary of sexual harassment complaints received and disposed during thecalendar year.

• No. of complaints at the beginning of the year: Nil

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

COMPOSION OF COMMITEE:

40. DETAILS OF PENALITIES IMPOSED BY THE REGULATORY AUTHORITIES

During the year under review there were no penalties imposed by the regulatoryauthorities.

41. INVESTOR EDUCATION AND PROTECTION FUND

No amounts and/or shares were transferred to the Investor Education and Protection Fundduring the year under review.

42. PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of Insider trading. Alldirectors senior management employees and other employees who are having access to theunpublished price sensitive information of the company are governed by the code. Duringthe year under the review there has been due compliance with the code of conduct forprevention of insider trading.

The code of conduct for prevention of insider trading is available in the company'swebsite www.concorddrugs.in

43. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has in place whistle blower policy and no personnel has been denied accessto the Chairman of Audit Committee. The policy also provides for the safeguarding ofwhistle blowers. The whistle blower policy is available on the website of the Companywww.concorddrugs.in.

44. DISCLOSURE ON CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THEINSOLVENCY AND BANKRUPTCY CODE.

No corporate insolvency resolution process was initiated under the provisions ofInsolvency and Bankruptcy Code during the year under review.

45. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website https://concorddrugs.in). The policies are reviewed periodicallyby the Board and updated based on need and new compliance requirement

46. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.

We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.

47. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects

48. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulation2015 appended as Annexure V for information of the Members.

49. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.

The Directors also wish to place on record their appreciation of business constituentsbanks and other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board For Concord Drugs Limited

Sd/- Sd/-
S.Nagi Reddy T. Narsimha Reddy
Place : Hyderabad Chairman Managing Director
Date: 14.08.2019 (DIN: 01764665) (DIN: 07538313)