On behalf of the Board of Directors of the Company it gives me immense pleasure topresent the Directors Report along with Financial Statement for the year ended March312020.
1. Financial Results:
(Rs. In Lakhs)
|Particulars ||For the financial year ended 31.03.2020 ||For the financial year ended 31.03.2019 |
|Income from Business Operations ||11029.86 ||9540.72 |
|Other Income ||298.99 ||199.31 |
|Total Income ||11328.85 ||9740.03 |
|Profit / Loss before Interest Depreciation and Taxes ||878.73 ||1058.80 |
|Finance Cost ||441.39 ||309.62 |
|Depreciation / Amortization ||187.87 ||133.00 |
|Profit / Loss Before tax ||249.47 ||616.18 |
|Exceptional Income / Expenses ||00 ||00 |
|Prior Period adjustments ||00 ||00 |
|Profit / Loss before Tax ||249.47 ||616.18 |
|Income Tax ||59.27 ||170.18 |
|Profit / Loss after Tax ||190.20 ||446.00 |
2. Financial Performance:
Your Company earned a total income of Rs.11 328.85 lakhs as compared to the totalincome of Rs. 9740.03 lakhs for the previous year. There was 16.31% hike in the totalincome of the Company.
The Company's Turnover is Rs. 11029.86 lakhs as compared to the turnover of Rs. 9540.72for the previous year. There was 15.61% hike in the turnover of the Company.
Your Company's net profit for the Financial Year 2019-20 is Rs. 190.20 lakhs ascompared to the net profit of Rs 446 lakhs for the previous year i.e. 2018-19. YourCompany has taken up several projects constituting R&D of new products and improvingthe efficiencies of existing production flaws by taking trials to improve the efficaciesof current formulations. Your Company will continue to spend on the same for next 12quarters in line with its goal of achieving a highly efficient and effective manufacturingunit. To bolster the Company's future and avoid being myopic your Company may incur evenfurther expenditure in next 3 years.
The up gradation of the manufacturing unit being almost complete many new drugapprovals are in the pipeline. Your Company has managed to reduce the conversion cost ofraw materials as low as possible to compete with low cost generics.
Last year your Company had set up two new departments ointments/gels/creams andpellets. Your Company is happy to state that FDA approvals of both the above mentionedDepartments are obtained and registrations of a few formulations in other countries havebeen successful. The exports of these formulations will be at a much faster pace in thenear future.
Your Company's focus will now be on marketing strategies and brand building more thanbefore. Our brands like Mamalait and Fredcal are very well accepted in Nigeria and ourformulations in Myanmar are considered as one of the topmost brands. In Sri Lanka ourbrands like Nefin Srimet and Brisotol are considered as leading brands. Your Company willstrive to make our brands a leading brand in many more countries.
3. State of Affairs of the Company:
Every pharma Company is at a different stage to fully leverage its power andcapabilities. Now it is a must for the pharma industry to optimize the efficiency andefficacy of its manufacturing and supply chain management having stricter quality controlmeasures with improvement in data integrity. Preventive maintenance to decrease the riskof machinery breakdown assures precision production with real-time plant- floorcompliance.
Your Company continues to implement new systems with current GMP norms. Investment innew automated machinery has improved the quality and productivity. Currently a lot ofemphasis is given on Industrial Internet of Things (IIOT) to enhance visibility qualityand productivity across the pharma value chain leading to continued success. It will helpcommunication with people leading to better efficiency and efficacy of its complex andcritical operations. Your Company is making serious attempts to implement this emergingtechnology as a fundamental aspect of the growth strategy as IIOT will enable to predictpotential failures as well as provide end-to-end monitoring and visibility across thevalue chain and take appropriate actions at the right time to prevent any undesiredoutcomes.
As these technologies are very cost-intensive your Company is trying to implement itin a phased manner by selecting the right sets of data to process it. We will also needsmarter and intelligent people to implement this technology and adopt new standardoperating procedures. This will be a major imperative but your Company has decided totraverse this journey as substantial investments towards the expansion of themanufacturing unit is already made for the last 3-4 years and commercializing of the newformulations have been initiated in a few countries.
The Board of Directors have recommended a Dividend of 6.60% on the paid-up OrdinaryEquity Shares of the Company payable to those shareholders of the Company whose namesappear in the Register of Members as on the Record date.
5. Share Capital:
The paid-up Share Capital of the Company as on March 312020 was Rs. 39896340consisting of 3989634 Equity Shares of Rs. 10 each. The Equity Shares of the Company arelisted on the BSE Limited since March 21 2016.
6. Transfer to Reserves:
The Company proposes to transfer an amount of Rs. 3733.16 Lakhs to reserves for itsfuture growth and diversification.
7. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings: Export of Goods - Rs. 3461.25 Lakhs Foreign Exchange Outgo:Import of Goods - Rs. 165.38 Lakhs
As per RBI Guidelines the Company manages Foreign Exchange Risk to protect value ofexposures. The Board time to time reviews the Foreign Exchange Exposure.
8. Board Meetings and Committee Meetings:
Six (6) Board meetings were held during the Financial Year 2019-2020. Thedetails of the Board meetings and the attendance of the Directors are provided in theCorporate Governance Report which is annexed herewith.
Five (5) Audit Committee Meetings were held during the Financial Year 2019-20The details of the Audit Committee Meetings and the attendance of the Directors areprovided in the Corporate Governance Report which is annexed herewith.
Two (2) Nomination & Remuneration Committee Meeting were held during theFinancial Year 2019-20 The details of the Nomination & Remuneration Committee Meetingand the attendance of the Directors are provided in the Corporate Governance Report whichis annexed herewith.
Two (2) Independent Directors Committee Meetings were held during the FinancialYear 2019-20. The details of the Committee Meetings and the attendance of the Directorsare provided in the Corporate Governance Report which is annexed herewith.
Two (2) Stakeholders Relationship Committee Meetings were held during theFinancial Year 2019-20. The details of the Committee Meetings and the attendance of theDirectors are provided in the Corporate Governance Report which is annexed herewith.
9. Directors and Key Managerial Personnel:
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees.
10. Director Retiring by Rotation:
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company; Mr. Fredun Medhora (DIN: 01745348)is liable to retire by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment. His re-appointment is being placed for yourapproval at the ensuing 33rd Annual General Meeting. The Members of the Company may referto the accompanying Notice of the 33rd Annual General Meeting of the Company for the briefResume of Mr. Fredun Medhora.
Further Mr. Fredun Medhora will be re-appointed as the Managing Director of the companyfor the further period of three years w.e.f. July 29 2020 subject to the approval of theshareholders of the company at the ensuing Annual General Meeting.
Independent Directors will be reappointed for the further Tenure of Five years as perThe Companies Act 2013.
11. Declaration by Independent Directors:
The Company had received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in the first Board Meeting of the Financial Year 2019-20held on April 09 2019; stating that they meet the criteria of Independence as laid downunder Section 149(6) of The Companies Act 2013.
12. Annual Evaluation of Board Performance and Performance of its Committees and ofIndividual Directors:
The Board of Directors has carried out an annual evaluation of its performance BoardCommittees and individual Directors pursuant to the provisions of the Act and ListingRegulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as the Board Composition and structureeffectiveness of Board process participation in the long-term strategic planninginformation functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the Composition of Committeeseffectiveness of Committee meetings etc.
The contribution and impact of individual members is evaluated on a number ofparameters such as level of engagement independence of judgment preparedness on theissues to be discussed conflicts resolution and contributions to enhance the Board'soverall effectiveness. In addition the Chairperson was also evaluated on the key aspectsof her role by other Board members.
Two meetings of Independent Directors were held to discuss the following aspects:
i. Review the performance of Non- Independent Directors and the Board as a whole;
ii. Review the performance of the Chairperson of the Company taking into account theviews of Executive and Non-Executive Directors;
iii. Assess the quality quantity and timeliness of flow of information between theCompany's Management and the Board that is necessary for the Board to effectively andreasonably perform its duties.
Outcome of evaluation process
Based on inputs received from the members it emerged that the Board had a good mix ofcompetency experience qualifications and diversity. Overall the Board was functioningvery well in a cohesive and interactive manner.
13. Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act 2013; your Directors hereby confirmthat:
i. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. Appropriate accounting policies have been selected and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theProfit of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Annual Accounts has been prepared on a Going Concern basis;
v. The Internal Financial Controls has been laid down to be followed by the Companyand such internal financial controls are adequate and were operating effectively; and
vi. In order to ensure compliance with the provisions of all applicable laws propersystems has been devised and that such systems were adequate and operating effectively.
14. Particulars of Employees:
None of the employees of the Company fall under the limits laid down in Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
15. Extract of Annual Return:
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12 of the Companies (Management and Administration) Rules 2014; which is attached as FormMGT-9 as Annexure A
16. Training and Human Resource Management:
Your Company believes in building careers of their employees by motivating andempowering them to think in a positive and transparent manner and encourage mutual trustand work with a team spirit.
Sustainable and profitable growth can only be achieved by an organization that focuseson performance culture where employees are engaged and empowered to do their best .Yourcompany continuously reinforces accountability and ownership to encourage people to beequal partners in every step of our transformation journey.
Your Company applies human rights philosophy to all our stakeholders and we havemandatory systems in place to ensure its compliance at all levels. Our Code of Conductdocuments and Human Resource policies have inbuilt provisions for human rights. Regulartrainings are conducted to familiarise the employees with the same.
The impact of the employees' ethical decisions are as significant as the impact ofemployer's business decisions. Employees must be trained to recognize business ethicsissues and the problems associated with WHO cGMP to have a healthy working environment andavoid organizational harm in any way. It helps employee retention more production andcustomer satisfaction.
Ethical decision-making by organizational leaders is well rewarded by your Company asthe leaders hold positions of power that come with special trust and confidence moralityof leadership they have between people working at all levels. Free flow of ideas andpractice of humility is encouraged to build trust and human relationships in theworkplace.
17. Subsidiary Company Associate Company and Joint Venture Company:
Your Company does not have any Subsidiaries or Associates or Joint Venture Companies.
Your Company has not accepted any deposits from public.
19. Particulars of Loans Guarantees and Investments:
During the year your Company has not given any new loans. But Your company has madeinvestments in Mutual funds. During the year your company has not provided any Guaranteeexcept those which are already mentioned in the Audited Accounts of the Company
20. Statutory Auditors:
The Statutory Auditors of the Company M/s. Savla & Associates CharteredAccountants (ICAI Registration No: 109361W) were appointed at the 31st Annual GeneralMeeting of the Company held on September 27 2018 for a period of 5 years i.e. upto theconclusion of the 36th Annual General Meeting that will be held in the year 2023.
The Company had received a confirmation from M/s. Savla & Associates to the effectthat their appointment is in compliance with the eligibility criteria in terms of Section141 (3) of the Companies Act 2013.
The requirement of ratification of the Auditors' Appointment each year during thecontinuation of their tenure is waived off by the Ministry of Corporate Affairs and thusthere is no requirement each year to pass a resolution for Ratification of the Auditors'Appointment.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Savla & Associates in their Report dated 29th July 2020; on the FinancialStatements of the Company for Financial Year 2019-20.
21. Particulars of Contracts or Arrangements with Related Parties:
There were no materially significant Related Party transactions made by the companyduring the year that would fall under the scope of section 188 of the Company Act 2013.Disclosure in Form AOC-2 in terms of Section 134(3)(h) of the Company Act 2013 is annexedas Annexure B.'
The policy on materiality of information / documents and dealing with it has beenapproved by the Board and the same is also available on the website of the company at www.fredungroup.com
22. Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014; the Board ofDirectors had appointed M/s. Rajendra and Co. Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the F.Y. ended March 312020. TheSecretarial Audit Report is annexed as Annexure C'.
23. Cost Audit Report:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014; your Company with reference to its Pharmabusiness is required to maintain the cost records as specified under Section 148 of theCompanies Act 2013 and the said cost records are also required to be audited by thePractising Cost Accountants. Your Company is maintaining all the cost records referredabove.
The Board on the recommendation of the Audit Committee had appointed M/s. Joshi Apte& Associates Practising Cost Accountants as the Cost Auditors for conducting theaudit of cost records of the Company for the Financial Year 2020-21.
Further the Cost Auditors are in the process of completing the Cost Audit for theFinancial Year 2019-20 and it will be completed before the due date.
24. Details of Significant Material Orders:
No significant and material orders were passed by the Regulatory Authorities or theCourts or Tribunals that may have an impact on the Going Concern status and Company'sOperations in the future.
25. Internal financial control system and their adequacy:
Company has established Internal Financial Control over financial reporting in currentFinancial Year 2019-20.
26. Corporate Social Responsibility:
As per Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility) Rules 2014 and Schedule VII to the Act; the provisions of the CorporateSocial Responsibility shall be applicable to every Company which has during theimmediately preceding Financial Year -
Net worth of Rs. 500 Crore or more or
Turnover of Rs. 1000 Crore or more or
Net Profit of Rs. 5 crore or more.
During the year under review i.e. for the Financial Year 2019-20; your Company hadearned Profit before tax of Rs. 2.49crores and thus the provisions of the Corporate SocialResponsibility as enumerated under Section 135 of the Companies Act 2013 and rules madethereunder are not applicable to the Company for the Financial Year 2019 & 2020.
The Company is in the process of constitution of the Committee for the said matterwhich shall look out into this matter take adequate steps and guide the Board toundertake necessary activities under the Corporate Social Responsibility regime. Furtherthe Policy on the Corporate Social Responsibility the corpus to be spend the socialactivity to be undertaken shall be discussed and finalized by the Board of Directors ofthe Company in consultation of the Corporate Social Responsibility Committee and ourstakeholders will be kept informed of every material update on the said matter.
The company has provided for CSR Related Activity in the Statement of Profit and Lossaccount to the tune of Rs. 736106/- for the year ended 31st March 2020.
27. Vigil Mechanism / Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimization ofemployees and provides for direct access to the Chairman of the Audit Committee. The sameis also available on the website of the Company at www.fredungroup.com
28. Conservation of Energy Technology Absorption
Since last 3 to 4 years your Company has heavily invested into the latest machineriesfor both the manufacturing and packing departments; it is imperative to take care of theinternal systems and work culture. Special emphasis is given on improving themanufacturing processes which help in reducing the manufacturing time manpower andelectricity consumption. New door closures are fixed to avoid air loss and crosscontamination. It also helps in maintenance of AHUs and ACS which in turn helps inunnecessary consumption of electricity. Additional conveyor belts are installed totransfer the finished goods from manufacturing departments to BSR and also from BSR to thecontainer loading bay. This has helped in reducing time money and energy to a greatextent. Your Company has replaced the lighting system of the entire unit with the latestLED lights which will help reduce electricity consumption. The newly installed automaticequipments and instruments will give higher output with less manpower and increase theproductivity of the Company.
For the treatment of waste water your Company has installed an ETP plant whichcontrols water pollution. The treated water is used for gardening and a green environmentis well maintained and no waste water is allowed to run outside the manufacturing unit.The waste sludge is regularly monitored by MPCB Department.
With a full-fledged R&D Department Your Company has developed and launched manynew molecules like antihypertensive antidiabetic ARVs and even narcotics. Thesemolecules are either under patent or still not universally manufactured on a large scale.Continuous efforts are made to improve the quality of the products in respect of betterbioavailability and stability.
Two new walk-in stability chambers are also installed for monitoring the stability ofthe products. Continuous R&D is going on for established products also to reduce thecost of manufacturing and improve the quality and stability of the products. Your Companyhas also installed fully automatic purified water generation and distribution system tocater to newly started ointments creams and gels manufacturing Department along withmanufacturing of pellets of various APIs Department complying as per cGMP norms.
29. Compliance with provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company is committed to uphold and maintain the dignity of Women Employees. AnInternal Complaints Committee has been formed for each location of the Company under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Company has a broad and comprehensive policy in place to deal with any such situation.The Policy is available on the website of the Company at www.fredunaroup.com
No case of Sexual harassment was reported to the Internal Complaints Committee duringthe year under review
30. Receipt of Award:
During the year under review the Company received numerous awards and accoladesconferred by reputable organisations and distinguished bodies for achievements in diversefields such as Entrepreneur of the Year elite customer Emerging Company of the Year.
Your Company received the prestigious and well-recognized award in the Pharma Sector" Best Healthcare Brands of 2019" at Economic Times Healthcare Brands2019 on 26th June 2019 from Mr. Sidharth Nath Singh who is an Indian politician and theHealth Minister in the Government of Uttar Pradesh. He is one of the officialspokespersons of the Bhartiya Janata Party and the grandson of former Prime Minister ofIndia Lal Bahadur Shastri and Mrs. Nafisa Ali who is an Indian Bengali actress and aPolitician from Indian National Congress and a social activist.
Mr. Fredun Medhora Managing Director and CFO of the Company received the prestigiousand well- recognized award in the Pharma Sector "Indian Affairs PharmaEntrepreneur of the Year 2019" at the 10th Annual India Leadership Conclave andIndian Affairs Business Leadership Awards presented on 23rd August 2019 by Mr. SatyaBrahma Chairman and Editor in Chief Network 7 Media Group and Dr. Mukesh Batra CMD ofDr. Batra's Positive Health Clinic Pvt. Ltd.
Prestigious award from Saraswat Cooperative Bank Ltd- "Elite Customer Award"for the year 2018-19 was presented to Mr. Fredun Medhora Managing Director and CFO of theCompany at the Bank's Annual Staff day held on 19th September 2019 recognising theefforts of Mr. Fredun Medhora for taking the Company to glorious heights ; presented byMr. Gautam Eknath Thakur Chairman of the Bank and Mr. Shashikant Keshav SakhalkarVice-Chairman of the Saraswat Cooperative Bank Ltd.
Your Company received a Prestigious and a well-recognized award in the Pharma Sector"Emerging Company of the Year 2019" from Zee Business Presents- NationalHealthcare Leadership Congress & Awards on 28th September 2019.
31. Particulars of Directors / Key Managerial Personnel / Employees:
Details pertaining to remuneration as required under Section 197 of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014; the details of remuneration of Directors Key Managerial Personneland the employees and the percentile change in the remuneration; as required under theRules are furnished hereunder:
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of this report.
(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year 2019-20:
The Independent - Non-Executive Directors of the Company are only getting sitting fees.
|Name ||Designation ||Total Remuneration (in Rs.) ||Ratio of Remuneration of Director to the Median Remuneration of Employees |
|Dr. (Mrs.) Daulat Medhora ||Chairperson & Jt. Managing Director ||1200000 ||5.52:1 |
|Mr. Fredun Medhora ||Managing Director ||2400000 ||11.04:1 |
|Mr. Nariman Medhora ||Executive Director ||1320000 ||6.07:1 |
(ii) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the Financial Year 2019-20
|Name ||Designation ||Total Remuneration (in Rs.) ||% increase / (decrease) in remuneration in the Financial Year |
|Dr. (Mrs.) Daulat Medhora ||Chairperson & Jt. Managing Director ||1200000 ||NIL |
|Mr. Fredun Medhora ||Managing Director ||2400000 ||NIL |
|Mr. Nariman Medhora ||Executive Director ||1320000 ||NIL |
|Ms. Priyanka Chaturvedi ||Company Secretary ||377715 ||46.42% |
|Ms. Ankita Joshi ||Company Secretary ||73735 ||NIL |
The Independent - Non-Executive Directors of the Company are only getting sitting fees.
Further the Board of the Company had appointed Ms. Ankita Joshi as the CompanySecretary Cum Compliance Officer of the Company w.e.f. January 212020 in place of Ms.Priyanka Chaturvedi who has resigned w.e.f. January 312020.
(iii) The percentage increase in the median remuneration of employees in the FinancialYear: NIL
The percentage increase in the median remuneration of employees in the Financial Year:NIL
Explanation: For calculation of median remuneration the employee count taken for theFinancial Year 2019-20 and 2018-19 comprise employees (including permanent workmen) whohave served for the whole of the respective Financial Years.
(iv) The number of Permanent Employees on the rolls of the Company:
There were 246 permanent employees as on March 312020.
(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof if there are anyexceptional circumstances for increase in the managerial remuneration:
Average Percentile Increase for other than Managerial Personnel: (NIL)
Average Percentile Increase for Managerial Personnel: NIL
The average increase in the salaries of employees excluding Managerial Personnel duringFinancial Year 2019-20 was NIL.
(vi) Affirmation that the remuneration is as per the remuneration policy of theCompany:
It is affirmed that the remuneration paid during the period under review is as per theremuneration policy of the Company.
32. COVID-19 Pandemic
The worldwide outbreak of the novel coronavirus (COVID-19) has adversely affected theglobal economy. Various measures taken to contain the spread of the virus including thetravel restrictions nationwide lockdowns closure of non-essential service have resultedin economic slowdown. Your Company as many other companies globally is facingunprecedented challenges in these testing times.
The Board of Directors appreciate the contribution made by the employees of the Companyand acknowledge their hard work and dedication to ensure that the Company consistentlyperforms well and remains a leading player in the Pharma Industry. The Directorsgratefully acknowledge the support and confidence reposed by the shareholders of yourCompany. Further the Board placed on record their sincere thanks to its Bankers businessassociates consultants and various Government Authorities for their consistent supportextended to your Company during the year under review.
|Place: Mumbai ||By Order of the Board |
| ||For Fredun Pharmaceuticals Limited |
| ||Sd/- |
| ||Dr. (Mrs.) Daulat Medhora |
| ||DIN:01745277 |
|Date: 29th July 2020 ||(Chairperson & Jt. Managing Director) |