Your Directors have pleasure in presenting the 37th Annual Report ofthe Company along with the Standalone Audited Financial Statements for the financial yearended March 31 2021.
FINANCIAL SUMMARY AND HIGHLIGHTS:
The Financial Statements of the Company have been prepared inaccordance with the Companies (Indian Accounting Standards) Rules 2015 prescribed underSection 133 of the Companies Act 2013.
The financial performance of the Company for the financial year endedMarch 31 2021 is summarized as below :
Rs. in Lakhs
|Particulars ||2020-21 ||2019-20 |
|Total Revenue from Operations ||48769.87 ||37883.74 |
|Other Income ||373.29 ||579.02 |
|Total Income ||49143.16 ||38462.76 |
|Profit / (Loss) before Interest Depreciation & Amortization Exceptional item & tax ||8765.25 ||5790.57 |
|(Less): Depreciation and Amortization expense ||1630.76 ||1386.48 |
|(Less): Finance Costs ||1363.33 ||1391.47 |
|Profit / (Loss) before Exceptional items & Tax ||5771.15 ||3012.62 |
|Add /(Less) Exceptional items ||- ||- |
|Profit / (Loss) before tax ||5771.15 ||3012.62 |
|(Less): Tax Expense (Current) ||1719.82 ||831.00 |
|Deferred Tax ||201.14 ||88.47 |
|(Excess)/ Short Tax Provision of Earlier Years ||(572.97) ||(175.64) |
|Profit / Loss for the year (1) ||4423.16 ||2268.79 |
|Other Comprehensive Income / (Loss) (2) ||27.10 ||(238.90) |
|Total (1+2) ||4450.26 ||2029.89 |
The financial information for the financial year 2019-20 and 2020-21provided above is including the financial information of M/s. Gufic Life sciences PrivateLimited (GLPL) which has been amalgamated with the Company pursuant to theScheme of Amalgamation of GLPL with the Company and their respective shareholders andcreditors (Scheme) sanctioned by the Hon'ble National Company Law TribunalAhmedabad and Mumbai bench and the Appointed date of the Scheme being January 01 2019.
The Company has achieved total revenue of ` 49143.16 lakhs for thefinancial year under review as compared to ` 38462.76 lakhs in the previous year thusmaking an increase of about 27.77 %. The turnover of the Company for the financial year2020-21 from the domestic market was around 88% around and from exports around 12%.
During the year under review the Net Profit after tax of the Companyalso increased to ` 4423.16 lakhs as against ` 2268.79 lakhs in the previous year thusregistering a growth of about 94.96 %.
There is no change in the nature of business of the company and itcontinues to operate only in one segment i.e. Pharmaceutical.
A detailed analysis of performance for the year including the majordevelopments if any has been included in the Management Discussion and Analysis Reportwhich forms a part of the Annual Report.
TRANSFER TO RESERVES:
No amount was transferred to the Reserves for the year under review.
The Board of Directors at their meeting held on June 04 2021 hasrecommended a final dividend of Re. 0.10 /- (10 %) on every equity share having face valueof Re. 1/- each for the financial year ended March 31 2021 as against the final dividendof Re. 0.05/- (5%) per equity share for the financial year 2019-2020. The dividend ifapproved by the Members at the 37th Annual General Meeting (AGM) will be paid to thoseshareholders whose name appear on the Register of Members of the Company as on the BookClosure date as specified in the Notice to the AGM. In respect of shares held indematerialized form it will be paid to the members whose names are furnished by theNational Securities Depository Limited and the Central Depository Services (India)Limited as beneficial owners.
The total dividend pay-out would amount to ` 9694450.60/-. In view ofthe changes made under the Income-tax Act 1961 by the Finance Act 2020 dividends paidor distributed by the Company shall be taxable in the hands of the Shareholders.Accordingly your Company shall make the payment of the Final Dividend after deduction oftax at source.
The dividend payout for the year under review has been formulated inaccordance with the Dividend Distribution Policy of the Company.
DIVIDEND DISTRIBUTION POLICY:
Your Company has formulated Dividend Distribution Policy in accordancewith Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and any amendments thereto (hereinafter referred to as SEBIListing Regulations) for bringing transparency in the matter of declaration ofdividend and to protect the interest of investors. The Dividend Distribution Policy isavailable on the website of the Company at the link:
Pursuant to the applicable provisions of the Companies Act 2013(the Act) read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (the IEPF Rules) duringthe year under review unpaid or unclaimed dividend amounting to ` 50988/- (Rupees FiftyThousand Nine Hundred & Eighty Eight Only) was transferred by the Company to theInvestor Education & Protection Fund (IEPF) established by the Governmentof India. Further 4295 (Four Thousand Two Hundred And Ninety Five) shares weretransferred to the demat account of the IEPF Authority during the year in accordance withIEPF Rules as the dividend has not been paid or claimed by the shareholders for 7 (seven)consecutive years or more.
SCHEME OF AMALGAMATION:
The Hon'ble National Company Law Tribunal (NCLT) Ahmedabadbench and Mumbai bench sanctioned the Scheme of Amalgamation of Gufic Life sciencesPrivate Limited (Transferor Company) with the Company and their respectiveshareholders and creditors (Scheme) vide orders dated December 31 2020 andMarch 11 2021 respectively.
Further the Scheme became effective from May 21 2021 being the lastof dates on which the certified copies of order of the above referred NCLT orders werefiled and accordingly the captioned Scheme has become operational and pursuant to whichthe Transferor Company stands amalgamated with the Company with effect from the Appointeddate being January 01 2019.
CHANGES IN CAPITAL STRUCTURE:
During the year under review there were no changes in the capitalstructure of the Company. However the Board of Directors at its Board Meeting held onJune 04 2021 have allotted 19114 506 fully paid-up Equity Shares of face value of Re.1/- each to the Shareholders of the Transferor Company as per the share exchange ratiospecified in the Scheme and sanctioned by the all the concerned regulatory authorities.
Upon allotment of the above equity shares the Issued Subscribed andPaid up share capital of the Company stands increased from ` 77830000/- divided into77830000 Equity Shares of face value of Re. 1/- each to ` 96944506/- divided into96944506 Equity Shares of face value Re. 1/- each. The Appointed date of the Scheme isJanuary 01 2019.
Apart from the above the Company have neither issued any shares withdifferential voting rights nor granted any stock options nor sweat equity shares nor madeany provision of money for purchase of its own shares by employees or by trustees for thebenefit of employees in the financial year ending March 31 2021.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
Your Company does not have any Subsidiary Associate Company or JointVenture. Therefore statement containing salient features of financials of subsidiariespursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts)Rules 2014 in Form AOC-1 is not applicable to the Company.
As the Company does not have any subsidiary no disclosure is requiredto be given pertaining to receipt of remuneration or commission by the Managing Directorfrom the subsidiary of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
1. KEY MANAGERIAL PERSONNEL:
Mr. Jayesh P. Choksi Chairman & Managing Director; Mr. PranavJ. Choksi Chief Executive Officer and Whole Time Director; Mr. Pankaj J. Gandhi WholeTime Director; Mr. Dilip B. Ghosh Whole Time Director; Mr. Devkinandan B. Roonghta ChiefFinancial Officer and Ms. Ami N. Shah Company Secretary are Key Managerial Personnel ofthe Company as on the date of this Report.
2. CESSATION/ EXPIRY OF DIRECTORSHIP TENURE:
During the year under review the term of Mrs. Hemal M. Desai as aWhole Time Director expired on October 01 2020 and thereby she ceased to be the Directorof the Company from that date.
3. RETIREMENT BY ROTATION:
In accordance with the provisions of the Section 152(6) of the Actread with the rules made thereunder and in terms of Articles of Association of theCompany Mr. Pranav J. Choksi and Mr. Pankaj J. Gandhi Whole Time Directors of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligibleoffers themselves for re-appointment. The Board recommends their re-appointment.
Considering the knowledge experience and expertise in therespective field the Board of Directors on the recommendation of the Nomination &Remuneration Committee appointed Mr. Dilip B. Ghosh (DIN :00412406) as an AdditionalDirector designated as Whole Time Director of the Company for a term of five (5) yearseffective from November 12 2020 subject to the approval of the shareholders at theensuing Annual General Meeting. The Board recommends to the shareholders regularizationof his appointment as a Whole Time Director of the Company.
The first term of two years of Dr. Anu S. Aurora (DIN :05120192) as anIndependent Director with the Company will come to an end on December 22 2021. Based onthe outcome of the performance evaluation and recommendations of the Nomination andRemuneration Committee the Board of Directors at their meeting held on August 11 2021have recommended the re-appointment of Dr. Anu Aurora as an Independent Director for asecond term of five consecutive years commencing from December 23 2021 in accordance withSection 149 152 Schedule IV and other applicable provisions if any of the Act a nd theSEBI Listing Regulations.
In terms of Section 160 (1) of the Act the Company has received noticein writing from member signifying his intention to propose the candidature for theappointment of Mr. Dilip B. Ghosh as a Whole Time Director and re appointment of Dr. AnuS. Aurora as an Independent Director at the ensuing Annual General Meeting. Relevantdetails including profiles of Directors seeking re-appointment are included separately inthe Notice of AGM.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company have received declaration/confirmation from all theIndependent Directors of the Company confirming that they meet with the criteria ofindependence as prescribed under sub-section (6) of Section 149 of the Act and Regulation16(b) of the SEBI Listing Regulations and that there is no change in the circumstanceswhich may affect their status as Independent Director during the year under review.
The Independent Directors have also confirmed that they have compliedwith Schedule IV of the Act and the Company's Code of Conduct.
All the Independent Directors of the Company have registered themselveswith the Indian Institute of Corporate Affairs (IICA). Further as per thedeclarations received only Mr. Shrirang Vaidya Dr. Anu Aurora and Dr. Rabi Sahoo wererequired to pass the online proficiency test as per the first proviso to Rule 6(4) of theCompanies (Appointment and Qualification of Directors) Rules 2014. Out of theaforementioned Directors Mr. Shrirang Vaidya and Dr. Anu Aurora appeared and cleared thesaid test and Dr. Rabi Sahoo will appear for the test within the stipulated timeframe.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
For the purpose of selection of any Director the Nomination &Remuneration Committee identifies persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position. The Committee also ensuresthat the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Act SEBI Listing Regulations and all otherapplicable laws in force.
In compliance with the requirements of Section 178 of the Act andRegulation 19 of the SEBI Listing Regulations the Company has laid down a policy forselection appointment and remuneration of Directors & Senior Management. The detailsof the Policy are disclosed in the Corporate Governance Report which forms a part of thisReport.
The policy sets out the guiding principles for selection of persons whoare qualified to become Directors Key Managerial Personnel or Senior Management of theCompany. It also lays down the basis for payment of remuneration to Executive andNon-executive Directors (by way of sitting fees and commission if any) Key ManagerialPersonnel Senior Management and other employees.
The policy can be accessed on the following link:
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI Listing Regulations theCompany has put in place a Familiarization Programme for the Independent Directors tofamiliarize them with their roles rights and responsibilities as Directors in theCompany.
Familiarisation program for Independent Directors is key to gettingbest contribution from them in every aspect of Board management. The Directors areregularly briefed on the Company's policies and procedures distribution channelscorporate strategy business model new regulatory requirement and internal control cashand treasury management accounting systems and internal financial controls etc. Theinduction process for Non-Executive Independent Directors includes interactive sessionswith the Senior Management and Functional heads visits to Plant etc.
The details of the familiarization programme imparted to IndependentDirectors have been put on the website of the Company. The link can be accessed at:http://gufic.com/wp-content/uploads/2021/08/Familiarisation%20of%20Independent%20Director.pdf
Further at the time of the appointment of an Independent Director theCompany issues a formal letter of appointment outlining his / her role function dutiesand responsibilities. The format of the letter of appointment is available on our websiteat http://gufic.com/investor/Appointment.pdf
The Company has in place the manner for carrying out an annualevaluation of the Board of Directors and its various Committees pursuant to the provisionsof the Act read with the Rules framed there under and Regulation 17(10) of the SEBIListing Regulations.
The performance evaluation of Individual Directors Committees of theBoard and the Board as a whole was carried out after seeking inputs from all Directorsinter-alia covering different aspects viz. composition and structure of the Boardresponsibilities attendance including participation of the Directors at the Board andCommittee meetings observance of governance functions and duties quality ofdeliberations and effectiveness of the procedures adopted by the Board and all otherfactors based on the criteria and framework approved by the Nomination and RemunerationCommittee.
The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by SEBI Listing Regulations.
Further at a separate meeting the Independent Directors evaluatedperformance of Non-Independent Directors Board as a whole and of the Chairman of theBoard.
Manner in which the evaluation has been carried out and mattersincidental thereto have been detailed in the Corporate Governance Report which formspart of this report.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review Nine Board Meetings were convened andheld. The details of which are given in the Corporate Governance Report which forms partof this Report. The intervening gaps between the Meetings were within the periodprescribed under the Act and the SEBI Listing Regulations.
COMMITTEES OF THE BOARD:
The Board currently has five committees namely the Audit Committeethe Nomination and Remuneration Committee the Corporate Social Responsibility Committeethe Stakeholders Relationship Committee and Risk Management Committee. All therecommendations made by the Committees of Board including the Audit Committee wereaccepted by the Board. The details of the Committees along with their composition numberof meetings and attendance at the meetings are provided in the Corporate Governance Reportthat forms part of this Annual Report.
The composition of the Audit Committee of the Company is in compliancewith the provisions of Section 177(8) of the Act and Regulation 18 of the SEBI ListingRegulations. The functions performed by the Audit Committee details of meetings held andattendances thereat are given in the Corporate Governance Report which forms part of thisAnnual Report. The Board have accepted all the recommendations made by the AuditCommittee.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees including the senior managementof the Company in the course of day to day business operations of the company. The Companybelieves in Zero Tolerance against bribery corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts.The Code can be accessed from the website of the Company i.e. www.gufic.com.
The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders.
The Directors & Senior Management of your Company have madedisclosures to the Board confirming that there are no material nancial and commercialtransactions between them and the Company which could have potential conflict of interestwith the Company at large. A declaration to that effect signed by the Chief ExecutiveOfficer and Whole Time Director Mr. Pranav J. Choksi is annexed to this report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear and the date of this report except the Scheme of Amalgamation of Gufic Life sciencesPrivate Limited with the Company and their respective shareholders and creditors(Scheme) being operational from May 21 2021 being the last of date on whichthe certified true copies of orders were filed with the jurisdictional Registrar ofCompanies intimating about the sanction of the Scheme by the Hon'ble National Company LawTribunal Ahmedabad bench and Mumbai bench vide its order dated December 31 2020 andMarch 11 2021 respectively.
There has been no change in nature of business of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
In compliance with the provisions of Section 134(3)(c) read withSection 134(5) of the Act and to the best of their knowledge and belief and according tothe information and explanations provided to them your Directors hereby confirm: -
a. In the preparation of the annual accounts/financial statements forthe year ended March 31 2021 the applicable Indian Accounting Standards have beenfollowed along with proper explanations relating to material departures if any;
b. The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company at the end of thefinancial year March 31 2021 and of the profit of your Company for that year;
c. That proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. That the annual accounts/ financial statements have been prepared ona going concern basis;
e. That proper internal financial controls were in place and that thesaid financial controls were adequate and were operating effectively; and
f. That the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Gufic has an adequate system of internal controls in line with thenature of its Business and size and complexity of its operations. The Board has adoptedpolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies safeguarding of its assets prevention anddetection of fraud error reporting mechanisms accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures. The InternalAuditor review the effectiveness and efficiency of these systems and procedures to ensurethat adopted policies and procedures are followed and implemented properly.
Your Company is committed to ensure an effective internal controlenvironment commensurate with the size and complexity of the business which provides anassurance on compliance with internal policies applicable laws regulations andprotection of resources and assets. Effectiveness of internal financial controls isensured through management reviews controlled self- assessment and independent testing bythe Internal Audit team.
REPORTING OF FRAUDS:
During the year under review none of the Auditors has reported to theAudit Committee any instances of fraud committed against the Company by its officers oremployees as required under Section 143 (12) of the Act.
The Company has not accepted any deposits within the meaning of Section73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014. There are nounpaid or unclaimed deposits as the Company had never accepted deposits within the meaningof the Act and the rules made there under.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company had not given any loan orprovided any guarantee or given any security with respect to any loan given or invested byway of subscription purchase or otherwise the securities of any other body corporate asper Section 186 of the Act.
INVESTOR EDUCATION PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (the IEPF Rules) all unpaid or unclaimed dividends are required to betransferred by the Company to the IEPF established by the Government of India aftercompletion of the seven years. Further according to the IEPF Rules the shares on whichdividend has not been paid or claimed by the shareholders for seven consecutive years ormore shall also be transferred to the demat account of the IEPF Authority.
In pursuance of Regulation 39 read with Schedule VI of the SEBI ListingRegulations the details of shares lying in unclaimed suspense account and unclaimedshares/dividend transferred to IEPF are provided in the Corporate Governance Report thatforms part of the Annual Report.
RELATED PARTY TRANSACTIONS:
In lines with the requirement of the Act and SEBI Listing Regulationsyour Company has formulated a Policy on Related Party Transactions which is also availableon Company's website at the link:
All transactions entered by the Company during the financial year2020-2021 with related parties were in the ordinary course of business and on an arm'slength basis. All related party transactions were placed before the Audit Committee forreview and approval. There are no materially significant related party transactions madeby the Company which may have potential conflict with the interest of the Company.
There are no material related party transactions which are not inordinary course of business or which are not on arm's length basis and hence there is noinformation to be provided as required under Section 134(3)(h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
In compliance with the requirements of Section 135 of the Act read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directorshave constituted a Corporate Social Responsibility (CSR) Committee. The details ofmembership of the Committee & the meetings held for the financial year 2020-21 arementioned in the Corporate Governance Report forming part of this Report. The contents ofthe CSR Policy of the Company are available on the website of the Company and can beaccessed through the web link:
The said Policy has been updated to meet with the requirements of theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021.
The Company have spent an amount of 67.00 lakhs on various CSR programsduring the financial year 2020-21. The Annual Report of the CSR activities undertaken bythe Company is annexed as Annexure A and forms part of this Report.
CONSERVATION OF ENERGY:
1. Steps taken by the Company or impact on conservation of energy:
Energy saving being a prime objective for all new procurementand modification i.e the machines/equipments purchased by the Company are Energy efficientand controlled by Variable Frequency Drive (VFD) so that the power is consumed as per therequirement of each equipment. Automisation leads to less human intervention.
Have Energy Management System in place
online report is generated in which day to day consumption isbeing monitored and compared with production so as to analyse and reduce excess/additionaluses of power.
Replaced Conventional CFL lights with LED lights in phasedmanner. Primarily all new purchases of lights are done of LED lights.
Installation of Steam Strap on main stream line to improvequality of steam.
Ensured All Air Handling Unit (AHU) system is with Variablefrequency drives (VFD) for getting required consumption of Power.
Improvisation of power factor
Treated high salt content in waste water system
Harmonisation of best energy conservation practices.
Improvisation of power factor
Energy audit at the factory premises by external agency andmeasures taken.
2. Steps taken for utilizing alternate source of energy:
Conventional fuel like furnace oil /high speed diesel arereplaced with biomass briquettes with Eco-friendly fuel for Steam generation
Used Generator for procuring electric power through open accesspower
Reduction in energy consumption and cost
Use of Express feeder for main RAW power source
In possession of three DG set
3. Capital investment on energy conservation equipment:
During the year under review the Company has not made any specificcapital investment on energy conservation.
(I) Efforts made towards technology absorption;
a) Updating and improving the processes and systems used forexisting products
b) Developing and introducing new technologies for enhancing efficacybio-availability and the potency of the existing as well as new products
c) Developing and launching new drug delivery systems with a specialfocus on Lyophilized products
d) Strategic collaborations with other independent teams forintroducing new products and technologies
e) Filing of appropriate patents and function as a link between themanagement and the IP lawyers
f) Stability testing of the current as well as new products with afocus on quality and bio-availability
g) Development and scale-up of new formulations for existing and neweractive drug substances using innovative and advanced processing equipment.
(II) The benefits derived as a Result of R & D:
a) Launched 8 New products in the market in the financial year 2020-21
b) About 12 products are ready to be commercialized.
c) About 30 New products are in projection & development of manyproducts is already started.
d) Development of new drug delivery systems and devices to improvepatient benefit.
e) Development of products for import substitution.
(III) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year);
|Details of technology imported ||Year of Import ||Whether the technology been fully absorbed ||If not fully absorbed areas where absorption has not taken place and the reasons thereof |
|Botulinum Neurotoxin || || || |
|A EP/BP ||2018-19 ||Yes ||Product under stability |
|Botulinum Neurotoxin A for Injection EP/ BP ||2018-19 ||Yes ||Product launched |
|Recombinant FSH ||2019-20 ||No ||Under development |
(IV) The expenditure incurred on Research and Development :
|Particulars ||2020-21 ||2019-20 |
|Capital ||104.57 ||38.36 |
|Recurring ||209.89 ||200.07 |
|Total ||314.46 ||234.43 |
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
|Earnings in foreign currency ||: ||5612.95 Lakhs |
|Out-go in foreign currency ||: ||10974.20 Lakhs |
Your Company believes that managing risks helps in maximizing returns.The Company's approach to addressing business risks is comprehensive and includes periodicreview of such risks and a framework for mitigating controls and reporting mechanism ofsuch risks. The risk management framework is reviewed periodically by the Audit Committee.
Your Company has adopted a risk management policy for identificationevaluation and mitigation of business risk and threats. This framework seeks to createtransparency minimize adverse impact on the business objectives and enhance the Company'scompetitive advantage. Various risk traced by the Company during the financial year2020-21 were minimized to its best. The risk management policy adopted by the Company canaccessed on the Company's website link:
Pursuant to the recent amendments by SEBI notified with effect from May05 2021 the constitution of Risk Management Committee has become applicable to the top1000 listed entities determined based on market capitalization and theCompany being in the list of top 1000 listed entities the same is applicableto the Company. Accordingly the Board of Directors have constituted Risk ManagementCommittee which is entrusted with the responsibility of overseeing various organizationalrisks and assess the adequacy of mitigation plans to address such risks. The CorporateGovernance Report which forms part of this report contains the details of RiskManagement Committee of the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure-B.
Further a statement showing the names and particulars of the employeesfalling within the purview of Rule 5(2) of the aforesaid rules are provided in the AnnualReport. The Annual Report is being sent to the members of the Company excluding theaforesaid information. Any shareholder interested in obtaining a copy of the same maywrite to the Company Secretary and Compliance Officer at the Corporate office address ofthe Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As stipulated by Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI ListingRegulations the Company has established a Vigil Mechanism policy i.e. Whistle BlowerPolicy for their Directors employees and other stakeholders to report genuine concernsunethical behavior irregularities if any that would adversely affect the operation ofthe Company and to provide adequate safeguards against victimization of persons who mayuse such mechanism.
The Audit Committee of the Company oversees the vigil mechanism whichprovides for adequate safeguards against victimisation of employees and Directors whoavail of the vigil mechanism. The Vigil Mechanism provides for direct access to theChairperson of the Audit Committee. The details of the policy are made available on thewebsite of the Company at the link:http://gufic.com/wp-content/uploads/2016/08/WHISTLE_BLOWER_POLICY.pdf The policy isreviewed by the Audit Committee from time to time.
We affirm that during the financial year 2020-21 no employee ordirector was denied access to the Audit Committee. Further no concerns or irregularitieshave been reported by employees/directors till date.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review no significant or material orders werepassed by the regulators or courts or tribunals which could impact the 'going concern'status and the future operations of the Company except the sanction of the Scheme ofAmalgamation of Gufic Lifesciences Private Limited with the Company and their respectiveShareholders and Creditors by the Hon'ble National Company Law Tribunal (NCLT) Ahmedabadbench and Mumbai bench vide their orders dated December 31 2020 and March 11 2021respectively.
AUDITORS & AUDIT REPORT
a) STATUTORY AUDITOR:
M/s. Mittal Agarwal & Co. Chartered Accountant (FRN:131025W)wereappointed as the Statutory Auditors of the Company by the Shareholders at the 36 th AnnualGeneral Meeting of the Company to hold office for a period of 5 (five) years commencingfrom the conclusion of the 36 th Annual General Meeting until the conclusion of the 41 stAnnual General Meeting. The Statutory Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI in pursuance of the SEBI ListingRegulations.
Auditor's Report for the year under review forms part of this annualreport. The Notes on financial statements referred to in Auditor's Report areself-explanatory and do not call for any further comments. There has been noqualification reservation or adverse remark in their report on Financial Statement for FY2020-21.
b) COST AUDITOR:
The Board on recommendation of Audit Committee appointed M/s. Kale& Associates Cost Accountants Mumbai (Firm Registration No. 101144) to audit thecost records of the Company for the financial year 2021-22. As required under the said Actand the Rules made there under the remuneration payable to the Cost Auditors is requiredto be ratified by the shareholders at the ensuing Annual General Meeting. Accordingly aresolution seeking ratification by members for their remuneration forms part of theNotice convening 37 th Annual General Meeting. The Board recommends the same for approvalof Members.
The Company is required to maintain Cost Records as specified by theCentral Government under Section 148(1) of the Act and accordingly such accounts andrecords are made and maintained by the Company.
In compliance with Section 148(6) of the Act and Rule 6(6) of theCompanies (Cost Records and Audit) Rules 2014 Cost Audit Report in the Form CRA - 4(XBRL mode) for the financial year ended March 31 2020 was filed by the Company with theCentral Government on March 31 2021.
c) SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Act read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of SEBI Listing Regulations the Board of Directors of the Company hadappointed M/s. Manish Ghia & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company for the financial year 2020-21.
The Secretarial Audit Report in the prescribed Form No. MR 3 is annexedto this Report as 'Annexure C'. The remarks stated in the Secretarial Audit Reportare self-explanatory and do not require any further explanation. The Secretarial AuditReport for the year does not contain any other qualification reservation or adverseremark.
d) INTERNAL AUDITOR :
The Board of Directors of the Company had appointed Ms. Shilpa BansalChartered Accountants as the Internal Auditor of the Company for the financial year2020-21. On her resignation from the post of Internal Auditor effective from November 302020 the Board appointed M/s. CNK & Associates LLP Chartered Accountants as theInternal Auditor of the Company for the financial year 2020-21.
Significant audit observations and corrective actions by the InternalAuditor thereon are presented to the Audit Committee of the Board and reviewed onquarterly basis.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
M/s. Manish Ghia & Associates Practicing Company Secretaries haveissued Annual Secretarial Compliance Report for the financial year ended March 31 2021which confirms that the Company has maintained proper records as stipulated under variousActs Rules and Regulations and that no action has been taken against the Company orpromoters/ directors by the SEBI/Stock Exchanges and the said report has been duly filedwith the Stock Exchanges within the stipulated time frame.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review the Company has complied with theapplicable mandatory Secretarial Standards as amended from time to time issued by theInstitute of Company Secretaries of India.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act theAnnual Return as on March 31 2021 is available on the Company's website athttp://gufic.com/media/investors/annual-return/
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion and Analysis as prescribed under Part B ofSchedule V read with Regulation 34(3) of the SEBI Listing Regulations is provided in aseparate section and forms part of this Report.
BUSINESS RESPONSIBILITY REPORT:
As stipulated by Regulation 34(2)(f) of the SEBI Listing Regulationsthe Business Responsibility Report forms part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE:
Your Company believes Corporate Governance is at the core ofstakeholder satisfaction. As stipulated by Regulation 34(3) read with Schedule V(C) of theSEBI Listing Regulations Corporate Governance Report forms part of this Annual Report.The Report on Corporate Governance issued by M/s. Manish Ghia & Associates PracticingCompany Secretaries as prescribed under Schedule V(E) of the SEBI Listing Regulations isannexed to this Annual Report.
PREVENTION OF SEXUAL HARASSEMENT AT WORK PLACE:
Your Company strive to keep the work environment free from anyprejudice bias physical or mental harassment and the Company has a zero toleranceapproach towards discrimination on any ground.
Your Company has formulated policy on prevention prohibition andredressal of sexual harassment of women at workplaces in accordance with The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andRules framed there under. The policy has set guidelines on the redressal and enquiryprocess that is to be followed by complainants and the ICC whilst dealing with issuesrelated to sexual harassment at the work place. All women employees (permanent temporarycontractual and trainees) are covered under this policy.
An Internal Complaints Committee (ICC) has been duly constituted by theCompany for the employees of the Company at its Corporate office situated at MumbaiMaharashtra and manufacturing facility at Navsari Gujarat in compliance with the said Actto redress complaints regarding sexual harassment. During the year under review nocomplaints pertaining to sexual harassment was received by the Company. The Company hassubmitted the Annual Returns to the local authorities as required under the abovementioned Act.
The Ministry of Corporate affairs had taken the Green Initiative inCorporate Governance by allowing paperless compliances by Companies through electronicmode. Your Company supports the Green Initiative and has accordingly decided to send allcommunications to its shareholders to their respective registered e-mail addresses.
Your Company appeals to you its shareholders who are yet to registeryour e-mail addresses that they take necessary steps for registering same so that you canalso become a part of the initiative and contribute towards a Greener environment.
Human resources are indispensable Assets of the Company. The Companybelieves that the employees are the pivotal to all the initiatives that drive to realiseits plans.
The Company recognizes that the employees are the most valuableresource and endeavors to empower its employees to meet business excellence while meetingtheir career aspirations. The Company continues to focus on progressive employeerelations policies and building high performance culture with the growth mind set whereemployees are engaged.
Industrial relations were cordial throughout the year. Health andSafety of our work force is of prime importance to us and we maintain highest standards inall the plants with adoption of best technologies and manufacturing practices which are atpar with global standards.
PREVENTION OF INSIDER TRADING:
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Company has formulated a Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information andDetermination of Legitimate Purpose to put in place a framework for prohibition ofinsider trading in securities and to strengthen the legal framework thereof.
The code can be accessed on the website of the Company at the web link:
The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.
All Designated Persons have made the requisite disclosure in compliancewith the Code.
The details of the Credit Rating received by the Company in thefinancial year 2020-21 has been provided in the Corporate Governance Report forming partof this Annual Report.
DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDINGUNDER THE INSOLVENCY AND BANKRUPTCY CODE
During the year under review and as at March 31 2021 no applicationwas made or any proceedings were pending against the Company under the Insolvency andBankruptcy Code 2016.
DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review no such one-time settlement was done inrespect of any loan taken by the Company from Banks / Financial Institutions.
Your Directors convey sincere appreciation to all employees of theCompany for their dedication commitment hard work and contribution especially duringthese trying times. The Directors also wish to express their gratitude to investors forthe confidence and faith that they continued to repose in the Company.
The Board also sincerely thank all the Stakeholders medicalprofessionals statutory authorities Banks financial institutions Bankersdistributors suppliers business associates and customers co-operation and support.