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Hester Biosciences Ltd.

BSE: 524669 Sector: Health care
NSE: HESTERBIO ISIN Code: INE782E01017
BSE 14:34 | 21 Mar 1704.85 21.45
(1.27%)
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1728.80

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NSE 14:19 | 21 Mar 1713.65 35.75
(2.13%)
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1678.65

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OPEN 1680.90
PREVIOUS CLOSE 1683.40
VOLUME 278
52-Week high 2851.75
52-Week low 1415.95
P/E 46.75
Mkt Cap.(Rs cr) 1,451
Buy Price 1704.60
Buy Qty 6.00
Sell Price 1712.50
Sell Qty 2.00
OPEN 1680.90
CLOSE 1683.40
VOLUME 278
52-Week high 2851.75
52-Week low 1415.95
P/E 46.75
Mkt Cap.(Rs cr) 1,451
Buy Price 1704.60
Buy Qty 6.00
Sell Price 1712.50
Sell Qty 2.00

Hester Biosciences Ltd. (HESTERBIO) - Director Report

Company director report

FINANCIAL RESULTS

The financial statements of the Company have been prepared inaccordance with the Indian Accounting Standards (Ind AS) notified under section 133 of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. Thestandalone and Consolidated financial performance of the Company for the financial yearended on 31 March 2022 is summarised below:

(Amounts in million)

Standalone Consolidated
Particulars For the year ended on 31 March 2022 For the year ended on 31 March 2021 For the year ended on 31 March 2022 For the year ended on 31 March 2021
Revenue from operations 2193.51 2084.77 2350.06 2143.32
Other income 46.57 16.48 137.41 46.84
Total Revenue 2240.08 2101.25 2487.47 2190.16
Profit before interest depreciation and amortisation expenses tax (PBIDT) 652.26 736.41 737.24 733.42
Less: Finance Cost 24.68 39.47 40.64 66.04
Less: Depreciation and Amortisation Expenses 95.02 96.33 165.81 133.14
Profit before Share of Profit of Joint Venture entity Exceptional Items and Tax 532.56 600.61 530.79 534.24
Share of Profit in Joint Venture entity - - 4.23 -
Profit before exceptional items and tax 532.56 600.61 535.02 534.24
Exceptional Items - 52.78 - 33.21
Profit after exceptional items and before tax 532.56 547.83 535.02 501.03
Less: Tax Expenses 137.39 148.82 140.18 154.05
Profit for the year (PAT) 395.17 399.01 394.84 346.98
Attributable to:
Owners 395.17 399.01 393.20 344.30
Non-Controlling Interest - - 1.64 2.68
Other Comprehensive Income /(Loss) (1.57) 2.14 8.21 (15.80)
Total Comprehensive Income 393.60 401.15 403.05 331.18
Attributable to:
Owners 393.60 401.15 401.41 328.50
Non-Controlling Interest - - 1.64 2.68
Earnings Per Share (Basic / Diluted) (Face Value of Share Rs 10 each) 46.45 46.90 46.41 40.79

RESULTS OF OPERATIONS

Sales

During the year under review the standalone revenue from operationswas Rs 2193.51 million as compared to Rs 2084.77 million in the previous year. Theconsolidated revenue from operation was Rs 2350.06 million in the financial year ended on31 March 2022 as compared to Rs 2143.32 million in the previous year.

Profitability

The Company achieved a standalone profit before tax of Rs 532.56million as compared to Rs 547.83 million in the previous year. The consolidated profitbefore tax was Rs 535.02 million in the financial year ended on 31 March 2022 as comparedto Rs 501.03 million in the previous year.

Earnings per share

The EPS on the standalone financials was Rs 46.45 for the year ended on31 March 2022 as against Rs 46.90 for the year ended 31 March 2021. The EPS onconsolidated financials was Rs 46.41 for the year ended on 31 March 2022 as against Rs40.79 for the year ended 31 March 2021.

Share Capital

The paid-up equity share capital as on 31 March 2022 stood at Rs 85.07million.

Net Worth

The Company?s standalone net worth as on 31 March 2022 was at Rs2684.34 million as compared to Rs 2375.81 million as on 31 March 2021. TheCompany?s consolidated net worth as on 31 March 2022 was at Rs 2673.93 million ascompared to Rs 2359.58 million as on 31 March 2021.

DIVIDEND

Your Directors have recommended a dividend of Rs 10 (100%) per equityshare on 8506865 Equity Shares of Rs 10 each fully paid-up for the financial year2021-22 amounting to Rs 85.07 million. The dividend if declared by the members at theensuing Annual General Meeting ("AGM") will be paid to those shareholderswhose names registered in the Register of Members on cut-off date. The Dividend Pay-outRatio for the current year is 21.53% of standalone profits.

In terms of the provisions of Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended (‘the ListingRegulations?) the Company has formulated a Dividend Distribution Policy. Thedividend distribution policy is available on the Company?s website and can beaccessed at: www.hester.in.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated total income from operations is Rs 2350.06 millionand total comprehensive income attributable to owner?s equity after non-controllinginterest is Rs 401.41 million for the financial year 2021-22 as compared to theconsolidated total income from operations of Rs 2143.32 million and total comprehensiveincome attributable to owner?s equity after non-controlling interest of Rs 328.50million for the previous financial year 2020-21. Consolidated financial statements includethe financial results of following entities:

1 Hester Biosciences Nepal Private Limited Foreign Subsidiary
2 Texas Lifesciences Private Limited Subsidiary
3 Hester Biosciences Africa Limited Foreign Wholly-owned Subsidiary
4 Hester Bioscience Kenya Limited Foreign Wholly-owned Subsidiary
5 Hester Biosciences Tanzania Limited Foreign Step-down Subsidiary (Wholly-owned Subsidiary of Hester Biosciences Kenya Limited)
6 Thrishool Exim Limited Foreign Joint Venture Entity

In accordance with the Indian Accounting Standard (Ind AS) - 110Consolidation of Financial Statements and as provided under the provisions of theCompanies Act 2013 (hereinafter referred to as "Act") read with Schedule III tothe Act and Rules made thereunder and the SEBI ( Listing Obligations and DisclosureRequirements) Regulations 2015 the Audited Consolidated Financial Statements areprovided in the Annual Report which show the financial resources assets liabilitiesincomes profits and other details of the Company its subsidiary Companies afterelimination of minority interest and joint venture entity as a single entity.

SUBSIDIARY AND JOINT VENTURE COMPANIES

During the year the Company has participated 50% stake into theThrishool Exim Limited a joint venture entity in Tanzania.

As on 31 March 2022 your Company has two wholly-owned subsidiaryCompany namely Hester Biosciences Africa Limited and Hester Biosciences Kenya Limited;and two subsidiary Companies namely Hester Biosciences Nepal Private Limited and TexasLifesciences Private Limited. One joint venture entity and one step-down subsidiaryCompany respectively Thrishool Exim Limited and Hester Biosciences Tanzania Limited(which is wholly-owned subsidiary of Hester Biosciences Kenya Limited). There has been nomaterial change in the nature of business of the subsidiaries.

The business details of the subsidiary companies and joint ventureentity are as under:

Texas Lifesciences Private Limited (Texas Lifesciences)

Texas Lifesciences is a subsidiary of Hester Biosciences Limited andholds 54.81% stake. Texas Lifesciences is in the business of manufacturing and supplyingpharma formulations tablets capsules powder and oral liquid for human and veterinarymarkets.

Hester Biosciences Nepal Private Limited (HBNPL)

HBNPL is a subsidiary of Hester Biosciences Limited and holds 65% stakein HBNPL. HBNPL is in the business of manufacturing veterinary vaccines in Nepal.

Hester Biosciences Africa Limited (HBAL)

HBAL is 100% wholly-owned subsidiary of Hester Biosciences Limited inTanzania. HBAL will be in the business of manufacturing veterinary vaccines and animalhealth product in Tanzania.

Hester Biosciences Kenya Limited (HBKL)

HBAL is 100% wholly-owned subsidiary of Hester Biosciences Limited inKenya. HBKL is in the business of Trading of veterinary vaccines and animal health productin Kenya.

Hester Biosciences Tanzania Limited (HBTL)

HBTL is subsidiary of HBKL and step-down subsidiary of HesterBiosciences Limited. HBTL is in the business of Trading of veterinary vaccines and animalhealth product in Tanzania and other Africa region.

Thrishool Exim Limited (TEL)

TEL is 50% joint venture entity of Hester Biosciences Limited inTanzania. TEL is a supplier and distributor of animal health and nutrition products ofmany companies. TEL?s product range includes veterinary feed additives feed rawmaterials nutritional supplements therapeutics and equipment sourced from recognisedinternational producers. TEL has an established sourcing network with globally positionedpartners from Europe Asia and Southern Africa.

As provided in section 136 of the Act the Balance Sheet Statement ofProfit and Loss and other documents of the subsidiary companies are not being attachedwith the Balance Sheet of the Company. The Company have uploaded on its website theAudited Financial Statements of the subsidiary companies and the related detailedinformation to any member of the Company who may be interested to receive the same. TheFinancial Statements of the subsidiary companies will also be kept open for inspection atthe Registered Office of the Company and that of the respective subsidiary companies. TheConsolidated Financial Statements presented by the Company include financial results ofits subsidiary companies and the financial highlights of subsidiaries and joint venturesare part of this Annual Report as Annexure-2 as prescribed in Form AOC-1.

As provided under section 129(3) of the Companies Act 2013 and Rulesmade thereunder a statement containing the salient features of the financial statements ofits subsidiaries in the format prescribed under the rules is attached to the financialstatements. The policy relating to material subsidiaries as approved by the Board may beaccessed on the Company?s website at the link: https://www.hester.in/corporate-governance

INSURANCE

The Company?s plant properties equipment stocks and vehiclesare adequately insured against all major risks.

PUBLIC DEPOSITS

During the period under review the Company has not accepted depositsfrom shareholders and public falling within the ambit of Section 73 of the Companies Act2013 and rules made thereunder.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company duringthe financial year with the related parties were in the ordinary course of business and onarm?s length basis. There were no materially significant related party transactionsentered by the Company with its Promoters Directors Key Managerial Personnel or otherpersons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval for normal business transactions is alsoobtained from the Audit Committee for the related party transactions which are ofrepetitive nature and accordingly the required disclosures are made to the Committee on aquarterly basis in terms of the approval of the Committee.

As provided under section 134(3)(h) of the Act and Rules madethereunder disclosure of particulars of material transactions with related parties enteredinto by the Company in the prescribed format (Form No. AOC-2) is annexed to this report asAnnexure-3. The Related Party Transactions took placed during the financial year 2021-22have placed in Notes of Financial Statements of the Company.

The policy on Related Party Transactions as approved by the Board maybe accessed through the web link: https://www.hester.in/corporate-governance

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

COST ACCOUNTS AND RECORDS

The Company has made and maintained the cost accounts and records asspecified by the Central Government under section 148 (1) of the Act and Rules madethereunder.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment of Directors

During the year based on recommendation of Nomination and RemunerationCommittee the Board of Directors at their meeting on 28 October 2021 appointed Ms. PriyaGandhi (DIN: 06998979) as an Executive Director for the term of five years and Mr. AmeetDesai (DIN: 00007116) as an Independent Director for the term of five years on Boardsubject to approval of Members.

Member of the Company has approved the appointment of Ms. Priya Gandhias an Executive Director and Mr. Ameet Desai as an Independent Director of the Companythrough Postal Ballot process and results were declared on 3 December 2021. Whileappointing Ms. Priya Gandhi as an Executive Director and Mr. Ameet Desai as an IndependentDirector the Board took into account their integrity expertise and experience.

According to MCA Circulars dated 22 October 2019 and 18 December 2020Mr. Ameet Desai is not required to take the online proficiency test.

Retirement by Rotations

In accordance with the provisions of section 152 (6) of the CompaniesAct 2013 Listing Regulations and in terms of the Articles of Association of the Company

Dr. Bhupendra Gandhi Non-Executive Director (DIN: 00437907) willretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re- appointment.

Profile of Directors seeking Appointment/Re- appointment

As required under Regulation 36 (3) of the SEBI (LODR) Regulations2015 particulars of Directors seeking appointment/ re-appointment at the ensuing AnnualGeneral Meeting are annexed to the notice convening Thirty Fifth Annual General Meeting.

Declaration of Independence

The Company has received necessary declaration under Section 149(6) and149(7) of the Companies Act 2013 and regulation 16(1)(b) and 25 of the ListingRegulations from Independent Directors confirming that they are not disqualified forcontinuing as an Independent Director.

Key Managerial Personnel

The followings persons are the Key Managerial Personnel (KMP) as perthe provisions of the Companies Act 2013 as on 31 March 2022:

1. Mr. Rajiv Gandhi CEO & Managing Director

2. Ms. Priya Gandhi Executive Director

3. Mr. Nikhil Jhanwar Chief Financial Officer

4. Mr. Vinod Mali Company Secretary

Ms. Priya Gandhi appointed as an Executive Director for the period fiveyears with effect from 28 October 2021 by the members of the Company. Mr. Nikhil JhanwarChief Financial Officer of the Company with effect from 9 June 2021 in place of Mr. ChetasPatel who has resigned from the post of Chief Financial officer of the Company witheffect from 8 June 2021.

Board Evaluation

During the year the evaluation of the annual performance of individualdirectors including the Chairman of the Company and Independent Directors Board andCommittees of the Board was carried out under the provisions of the Act and relevant Rulesand the Corporate Governance requirements as prescribed under Regulation 17 of ListingRegulations 2015 and the circulars with respect to Guidance Note on Board Evaluation. TheNomination and Remuneration Committee had approved the indicative criteria for theevaluation based on the SEBI Guidance Note on Board Evaluation. The evaluation for theperformance of the Board as a whole and of the Committees were conducted byquestionnaires.

In a separate meeting of Independent Directors performance ofNon-Independent Directors and performance of the Board as a whole was evaluated.

Further they also evaluated the performance of the Chairman of theCompany taking into account the views of the Executive Directors and Non-ExecutiveDirectors.

The Board of Directors reviewed the performance of individual directorson the basis of criteria fixed by the Board.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy on selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report which is a part of this Annual Report.

Pecuniary Relationship

During the year under review except those disclosed in the AuditedFinancial Statements the non- executive directors of the Company had no pecuniaryrelationship or transactions with the Company.

Board of Directors Meetings

The information of meetings of the Board of Directors is given inCorporate Governance Report forming a part of this Annual Report.

DIRECTOR?S RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) read with 134(5) of the Companies Act2013 and to the best of their knowledge and belief and according to the information andexplanations provided to them your Directors hereby make the following statements:

a) That in preparation of Financial Statements for the year ended 31March 2022 the applicable accounting standards have been followed and no materialdepartures have been made from the same;

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 the Company at the end of thefinancial year and of the profit or loss of the Company for that year;

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

d) The Directors had prepared the Financial Statements for the yearended 31 March 2022 on going concern basis;

e) The Directors had laid down the internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws were in place and were adequate and operatingeffectively.

COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as partof best corporate governance practices and are in compliance with the requirements of therelevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholder?s Grievances and Relationship Committee

? Corporate Social Responsibility Committee

? Risk Management Committee

? Management Committee

? Share Transfer Committee

A detailed note on the committees with respect to compositionmeetings powers and terms of reference is provided under the Corporate Governance Reportsection in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to section 135 of the Act and the relevant rules the Boardhas constituted a Corporate Social Responsibility ("CSR") Committee under theChairmanship of Mr. Rajiv Gandhi. The details of membership of the Committee and themeetings held are detailed in the Corporate Governance Report forming part of thisReport. The contents of the CSR Policy of the Company as approved by the Board on therecommendation of the CSR Committee is available on the website of the Company and can beaccessed through the website of the Company: www.hester.in. The Disclosures with respectto CSR Activities form part of this Board?s Report as Annexure-1.

VIGIL MECHANISM /

WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and framed a WhistleBlower Policy for Directors and employees to report concerns about unethical behaviouractual or suspected fraud or violation of the Company?s Code of Conduct or EthicsPolicy. The functioning of vigil mechanism is reviewed by the Audit Committee from time totime. No whistle blower has been denied access to the Audit Committee of the Board. TheWhistle Blower Policy of the Company is available on the Company?s website.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

The Company always endeavors to create and provide an environment toits employees and external individuals engaged with the Company that is free fromdiscrimination and harassment including sexual harassment. The Company has in place arobust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment. During the financialyear 2021-22 no complaints were received with regards to sexual harassment at anylocation of the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirementsunder the Companies Act 2013 and Regulations 17 to 27 and 46 of the SEBI (LODR)Regulations 2015 and amendments therein.

A separate section on detailed report on Corporate Governance practicefollowed by the Company under SEBI (LODR) Regulations 2015 along with a certificate fromPracticing Company Secretary confirming the compliance forms a part of this report. TheBoard of Directors supports the basic principles of corporate governance and lays strongemphasis on transparency accountability and integrity.

SECRETARIAL STANDARDS

Secretarial Standards for the Board of Directors Meeting (SS-1)General Meetings (SS-2) and Dividend (SS-3) are applicable to the Company. The Company hascomplied with the provisions of all applicable Secretarial Standards.

BUSINESS RESPONSIBILITY REPORTING

As per regulation 34(2)(f) of the Listing Regulations a separatesection on Business Responsibility Reporting forms a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of themanagement for your company for the current year and for the industry in which it operatesincluding its position and perceived trends in near future. The Management Discussion andAnalysis Report as required under Regulations 34 of the SEBI (LODR) Regulations 2015 isattached and forms part of the Annual Report.

AUDITORS

Statutory Auditor and Audit Report

Chandulal M. Shah & Co. (Firm Registration No. 101698W) CharteredAccountants Ahmedabad was appointed as the Statutory Auditors of the Company till theconclusion of Thirty Sixth Annual General Meeting. Chandulal M. Shah & Co. CharteredAccountants have furnished a declaration confirming their independence as well as theirarm?s length relationship with the Company and that they have not taken up anyprohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Auditor?s Report ofChandulal M. Shah & Co. for the year ended on 31 March 2022. The Auditor?s Reportdoes not contain any qualification reservation adverse remark or disclaimer.

Internal Auditor and Audit Report

Ernst & Young LLP Ahmedabad has been the internal auditor of theCompany for the FY 2021-22. The Internal Auditor is appointed by the Board of Directors ofthe Company on a yearly basis based on the recommendation of the Audit Committee. TheInternal Auditor reports its findings on the internal audit of the Company to the AuditCommittee on a quarterly basis. The scope of internal audit is approved by the AuditCommittee and Management from time to time.

The Board has re-appointed Ernst & Young LLP Ahmedabad for the FY2022-23 as an Internal Auditor of the Company after obtaining its willingness andeligibility letter for appointment as Internal Auditor of the Company.

Cost Auditor

Pursuant to provisions of Section 148 read with Companies (Audit &Auditors) Rules 2014 and other applicable provisions if any of the Companies Act 2013the Board of Directors had on recommendation of the Audit Committee re-appointed KiranJ. Mehta & Co. Cost Accountants Ahmedabad as the Cost Auditor of the Company forthe financial year 2021- 22 on the remuneration terms as approved by the members at theprevious Annual General Meeting. The Cost Audit report for the financial year 2020-21 wasfiled within the due date. The due date for submission of the Cost Audit Report for theyear 2021-22 is within 180 days from 31 March 2022.

The Board has re-appointed Kiran J. Mehta & Co. Cost AccountantsAhmedabad for the FY 2022-23 as a Cost Auditor to audit the cost records of the Company ona remuneration up to T 0.21 million plus applicable Goods and Services Tax and out ofpocket expenses on actuals. As required under the Act and Rules made thereunder theremuneration payable to the Cost Auditor is required to be placed before the Members in ageneral meeting for ratification. Accordingly a resolution seeking ratification bymembers for the remuneration payable to Kiran J. Mehta & Co. is included in the Noticeconvening 35th Annual General Meeting of the Company.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors had re-appointed Mr. Tapan Shah Practicing Company Secretary toundertake the Secretarial Audit of the Company for the FY 2021-22. The Secretarial AuditReport for the FY 2021-22 is annexed to this Board?s Report as Annexure-4. The Boardhas duly reviewed the Secretarial Auditor?s Report for the year ended on 31 March2022. The Auditor?s Report does not contain any qualification reservation adverseremark or disclaimer.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitments affecting the financialposition of the Company which has occurred between the end of financial year and the dateof Board?s Report.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of section 134(3)(n) of the Act andregulation 21 of Listing Regulations the Company has constituted a Risk ManagementCommittee. The details of the Committee and its terms of reference are set out in theCorporate Governance Report which forms a part of this Annual Report.

Risk management is embedded in your Company?s operating framework.Your Company believes that managing risks helps in maximising returns. The Company?sapproach to addressing business risks is comprehensive and includes periodic review ofsuch risks and a framework for mitigating controls and reporting mechanism of such risks.The risk management framework is reviewed periodically by the Board and the AuditCommittee.

Discussion on risks and concerns are covered in the ManagementDiscussion and Analysis Report which forms a part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has designed and implemented a process driven framework forInternal Financial Controls (IFC) within the meaning of the explanation to section 134 (5)(e) of the Act. For the year ended on 31 March 2022 the Board having opinion that theCompany has sound Internal Financial Control commensurate with the size scale andcomplexity of its business operations. The Internal Financial Control operates effectivelyand no material weakness exists. The Company has a process in place to continuouslymonitor the same and identify gaps if any and implement new and/or improved controlswhenever the effect of such gaps would have a material effect on the Company?soperations.

CREDIT RATINGS

During the year CARE Ratings Limited has reaffirmed the credit ratingof "CARE A- /Stable" for long-term bank facilities and "CARE A2" forshort term bank facilities of the Company.

CERTIFICATIONS/ RECOGNITION/ ACCREDITATIONS

The Company having following Certifications/ Recognition/Accreditations:

1. WHO - GMP

2. GLP (Good Laboratory Practices)

3. ISO 9001:2015

4. ISO 14001:2015

5. ISO 45001:2018

6. DSIR approved R&D Center

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor thesecretarial auditor have reported to the Audit Committee of the Board under Section143(12) of the Act any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in this Report.

TRANSFER OF SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND (IEPF) ACCOUNT

During the year under review in compliance with the provisions ofsections 124 and 125 of the Act and Rules made thereunder the Company has transferred:

i. 2912 equity shares of 21 (Twenty One) members whose dividend hasremained unclaimed / unpaid for a consecutive period of 7 (seven) years to IEPF.

ii. Rs 0.27 million held by 645 members being the unclaimed dividendpertaining to the dividend for the Financial Year ended on 31 March 2013 was transferredto IEPF after giving notice to the members to claim their unpaid / unclaimed dividend.

ANNUAL RETURN

Pursuant to Sub-section 3(a) of Section 134 and Sub- section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of Companies (Management andAdministration) Rules 2014 the copy of the Annual Return of the Company for theFinancial Year ended on 31 March 2022 in Form MGT-7 is uploaded on website of the Companyand can be accessed at www. hester.in.

PARTICULAR OF EMPLOYEES

The information required under section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in this Annual Report as Annexure-5.

CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act readwith Rule 8 of The Companies(Accounts) Rules 2014 is provided in Annexure-6 and formspart of this report.

GENERAL DISCLOSURES

Your Directors state that the Company has made disclosures in thisreport for the items prescribed in section 134 (3) of the Act and Rule 8 of the Companies(Accounts) Rules 2014 to the extent the transactions took place on these items duringthe year.

Apart from what are mentioned in this report there are no materialchanges and commitments affecting the financial position of the Company between the end ofthe financial year and the date of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for thecontinued co-operation and support extended to the Company by Bank. Your Directors alsothank the Medical Professional the Traders and Consumers for their patronage to theCompany?s products. Your Directors also place on record sincere appreciation of thecontinued hard work put in by the employees at all levels. The Directors also thank theCompany?s vendors investors business associates Stock Exchanges Government ofIndia State Governments and various departments and agencies for their support andco-operation.

For and on behalf of Board of Directors
Rajiv Gandhi Priya Gandhi Date 20 May 2022
CEO & Managing Director Executive Director Place Ahmedabad
DIN: 00438037 DIN: 06998979

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