Your Directors have pleasure in presenting their 62nd Annual Report together with theAudited Financial Statements for the financial year ended on 31st March 2021. TheConsolidated performance of the Company & its subsidiaries has been referred towherever required.
1. FINANCIAL PERFORMANCE
(Rs in Lakhs)
|Particulars for the Financial Year || |
|For the Period Ended ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total Revenue ||23325 ||18128 ||50980 ||36013 |
|Less Expenses ||20054 ||16555 ||42646 ||33129 |
|Profit before Exceptional Items & Tax ||3271 ||1573 ||8334 ||2884 |
|Less Exceptional Items ||- ||- ||- ||(55) |
|Profit before Tax ||3271 ||1573 ||8334 ||2828 |
|Tax Expenses ||923 ||451 ||2173 ||726 |
|Net Profit / ( Loss ) for the Period ||2347 ||1122 ||6161 ||2102 |
|Other Comprehensive Income / (Loss) ||19 ||1 ||23 ||18 |
|Total Comprehensive Income / (Loss) ||2366 ||1123 ||6183 ||2120 |
The Company has prepared the Standalone & Consolidated Financial Statements inaccordance with the Companies (Indian Accounting Standards) Rules 2015 as prescribedunder Section 133 of the Companies Act 2013 ("the Act") and generally acceptedaccounting principles in India.
2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
Consolidated Total Revenue was Rs 50980 Lakhs as against the previous year's figuresof Rs 36013 Lakhs increased by 41.56%. Profit before tax was Rs 8334 Lakhs increasedby 107.88% over the previous year's figures of Rs 2828 Lakhs. Total Comprehensive Incomewas Rs 6183 Lakhs increased by 110.60% over the previous year's figures of Rs 2120Lakhs.
Consolidated Total Revenue was Rs 50980 Lakhs as against the previous year's figuresof Rs 36013 Lakhs increased by 41.56%. Profit before tax was Rs 8334 Lakhs increasedby 194.70% over the previous year's figures of Rs 2828 Lakhs. Total Comprehensive Incomewas Rs 6183 Lakhs increased by 191.65% over the previous year's figures of Rs 2120Lakhs. Operations of the company & its Subsidiary
(Rs in Lakhs)
|Particulars || ||2020-21 ||2019-20 ||% change +/ (-) |
|Formulations ||Exports ||20935 ||16672 ||25.57 |
| ||Local ||1348 ||1257 ||7.24 |
|total || ||22283 ||17929 ||24.28 |
|Active Pharmaceutical Ingredient (API)* ||Exports ||19556 ||11455 ||70.72 |
| ||Local ||9460 ||7810 ||21.13 |
|total || ||29016 ||19265 ||50.62 |
*Operations of the Kopran Research Laboratories Limited Subsidiary Company.
During the financial year the turnover in Formulations was Rs 22283 Lakhs as comparedto Rs 17929 Lakhs in the previous year higher by 24.28%.
During the financial year Kopran Research Laboratories Limited Subsidiary Companyturnover was Rs 29016 Lakhs as compared to Rs 19265 Lakhs in the previous year higherby 50.62%.
The Board of Directors at the meeting held on 28th October 2020 declared interimdividend of Rs 1.50 per Equity share having face value of Rs 10 each.
The Directors of your Company recommend a Final dividend of Rs 1.50 per Equity sharehaving face value of Rs 10 each subject to the approval of the Members. Hence theCompanies total dividend payout is 30% on the face value of Equity shares of Rs 10 eachi.e. Rs 3 per Equity Share for the financial year ended 2021.
According to Regulation 43A of the Listing Regulations the top 1000 listed entitiesbased on market capitalization calculated as on 31st March of every financial year arerequired to formulate a dividend distribution policy which shall be disclosed on thewebsite of the listed entity and a web-link shall also be provided in their annualreports. Accordingly the Dividend Policy of the Company can be accessed using thefollowing link: http://kopran.com/investors/policy/
4. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2021 was Rs 43.25 crores. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company. During the Financial Year the Company has issued demand cumforfeiture Notice to the holders of partly paid up Equity shares of the Rights Issue inthe year 2002. The Company has forfeited 1996 partly paid up Equity shares due tonon-payment of allotment money
5. MANAGEMENT DISCUSSION AND ANALYSIS
The Report on Management Discussion and Analysis as required under SEBI (LODR)Regulations 2015 as amended is provided as a separate section in Annexure A of thisReport.
6. Subsidiaries associates and joint ventures
A statement containing the salient features of the financial statements of subsidiary /associate / joint venture companies as per Section 129(3) of the Act is part of theconsolidated financial statements.
Kopran Research Laboratories Ltd. Kopran (H.K.) Ltd. and Kopran Lifesciences Ltd. arethe subsidiaries of the Company. Salient features and financial summary is provided as aseparate section in Annexure B of this Report.
The Financials of the Subsidiaries are placed on the website of the Companyhttp://kopran.com/ any Shareholders interested in obtaining a copy of the FinancialStatements of the Subsidiary companies may write to the Company Secretary at the Company'sregistered office.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152 and other applicable provisions of theCompanies Act 2013 alongwith Regulation 17(1A) of SEBI (LODR) Mr. Susheel G. Somani(DIN: 00601727) liable to retire by rotation offers himself for reappointment asnon-executive and non Independent Director of the Company. A Resolution seekingShareholders approval for his re-appointment alongwith other required details form a partof the notice.
In terms of section 203 of the Companies Act 2013 following are the Key ManagerialPersonnel (KMP) of the Company
Mr. Surendra Somani- Executive Vice Chairman
Mr. Basant K Soni - Chief Financial Officer
Mr. Sunil Sodhani - Company Secretary and Compliance Officer
No KMP has been appointed or has retired or resigned during the financial year..
Independent Directors of the Company have given declaration that they meet the criteriaof independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) ofthe SEBI (LODR) Regulations 2015. In the opinion of the Board they fulfill the conditionsof independence as specified in the Act and rules made thereunder and there has been nochange in the circumstances affecting their status as Independent Directors of theCompany..
8. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with requirements of Section 135 of the Act the Company has laid down aCSR Policy. The composition of the Committee contents of CSR Policy and report on CSRactivities carried out and amount spent during the financial year ended 31st March 2021in the format prescribed under the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed herewith as Annexure C. The total CSR spend during the financialyear 2020-21 was Rs 44.41 Lakhs which includes unspent amount of Rs 17.37 Lakhs ofprevious financial years Rs 25.45 Lakhs towards the current financial year i.e. 2% of theaverage net profits of the Company made during the immediately three preceding financialyears and Rs 1.59 Lakhs excess amount spent in the current financial year available forset off in succeeding financial years. The CSR policy is available on the Company'swebsite on http://kopran.com/investors/policy/
9. MEETINGS OF THE BOARD
The details of the composition of the Board and its Committees and the number ofmeetings held and the attendance of Directors in such meetings are provided in theCorporate Governance Report as a separate section in annexure D which forms a part of theAnnual Report. There have been no instances during the year where the recommendations ofthe Board Committees were not accepted by the Board.
10. Board and committee evaluation
The Board and Committee Evaluation are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The Board's functioning was evaluated on various aspects including inter-alia theStructure of the Board Meetings of the Board Functions of the Board ProfessionalDevelopment Effectiveness of Board Processes information and functioning. The Committeesof the Board were assessed on the achievement of key responsibilities adequacy ofCommittee composition and effectiveness of meetings. The Directors were evaluated onaspects such as attendance contribution at Board/Committee Meetings and guidance/supportto the Management outside Board/Committee Meetings.
In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
11. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its Business & risk management including adherence to the Company'sPolicies the safeguarding of its Assets the prevention and detection of frauds anderrors the accuracy and the completeness of the accounting records and timely preparationof reliable financial disclosure and other regulatory and statutory compliances and therewere no instance of fraud during the year under review. The Company's internal controlsystems are commensurate with the nature of its business the size and complexity of itsoperations and such internal financial controls with reference to the Financial Statementsare adequate. The Company has implemented robust processes to ensure that all internalfinancial controls are effectively working.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Directors appointment and remuneration is in accordance with the Nomination andRemuneration Policy and policy on Board Diversity as adopted by the Company. The saidpolicies has been disclosed in the Corporate Governance Report which is a part of thisreport and is also available on the Company's website onhttp://kopran.com/investors/policy/
13. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations the Company hasformulated a Policy on Related Party Transactions and the same can be accessed using thefollowing link http://kopran.com/investors/policy/
Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company. There are no material related partytransactions which are not in ordinary course of business or which are not on arm's lengthbasis and hence there is no information to be provided as required under
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014.Suitable disclosure on related party transactions as required by the IndianAccounting Standard has been made in the notes to Financial Statement.
14. REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as required under Regulation 34 read with Schedule Vof the SEBI Listing Regulations 2015 forms part of this Annual Report. The requisitecertificate from Ms. Nirali Mehta Practising Company Secretaries provided in Annexure Dconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid Schedule V is attached to the Report on Corporate Governance.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are operating effectively and adequately.
15. LOANS GUARANTEE OR INVESTMENTS
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Notes to the Financial Statements formingpart of the Annual Report.
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. Khandelwal Jain& Co. Chartered Accountants (Firm Registration No. 105049W) were appointed asStatutory Auditors of the Company for a period of five consecutive years from theconclusion of 58th AGM to the conclusion of 63rd AGM. The payments made to Auditors aregiven in the Report on Corporate Governance provided in Annexure D.
Further the report of the Statutory Auditors along with notes to Schedules is a partof the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act the Board of Directors hasappointed M/s. PP Singh & Co Practicing Company Secretary (Membership No. A33381 COPNo. 15570) to conduct the Secretarial Audit of the Company for the financial year 2020-21.
Ms. Nirali Mehta Practicing Company Secretary has issued the Secretarial Audit Reportfor financial year 2020-21 for the Company and its Subsidiary Kopran Research LaboratoriesLimited given in Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s)for the financial year ended 31st March 2021 do not contain any qualificationreservation or adverse remark.
c) internal Auditors
The Board of Directors has re-appointed M/s STDJ & Co Chartered Accountants (FirmRegn. No. 136551W) as Internal Auditors of the Company for the financial year 2020-21.
17. directors responsibility statement
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
i. In preparation of the annual accounts for the financial year ended 31st March 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the Company at the end of the financial year as on 31st March2021 and of the profit of the Company for that period;
iii. They have taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
18. ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return is available on the website of the Companyon the following link: http://kopran.com/inve.stors/communication/
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is attached as Annexure F.
20. particulars of employees and remuneration
Disclosures pertaining to remuneration and other details required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 is annexed herewith as Annexure G. Any Shareholderinterested in obtaining the information required under Rule 5(2) and (3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 may write to theCompany Secretary at email@example.com
21. BUSINESS RESPONSIBILITY REPORT
The Company has adopted Business Responsibility Report as required under Regulation 34of the SEBI Listing Regulations 2015 duly approved by the Board of Directors and itforms part of this Annual Report is annexed herewith as Annexure H. The BusinessResponsibility Report is available on the Company's website onhttp://kopran.com/investors/policy/
22. VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act 2013 andRegulation 22 of SEBI (LODR) Regulations 2015 the Company has adopted a Vigil Mechanismor 'Whistle Blower Policy' for directors employees and all stakeholders to report anyconcerns about unethical behavior actual or suspected fraud or violation our Company'sCode of Conduct. The same is also disclosed on the Company's web-linkhttp://www.kopran.com/investors/policy/pdf/Whistle%20Blower%20 Policy.pdf. It is affirmedthat no personnel or stakeholder of the Company have been denied access to AuditCommittee.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT2013
The Company is committed to create and maintain an environment in which employees canwork together without fear of sexual harassment exploitation or intimidation. A ComplaintRedressal Committee has been set up by your Company to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the Financial Year 2020-21 no Complaints werereceived.
24. OTHER DISCLOSURES/REPORTING
Your Directors further state that during the year under review:
a) There are no pecuniary relationship or transactions of the Non-Executive Directorsvis-a-vis the Company.
b) No amount is transferred to General Reserve;
c) The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.
d) There were no significant/material orders passed by the Regulators or Courts orTribunals impacting going concern status of your Company and its operations in future.
e) There was no change in nature of Business. There have been no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year of the Company to which this Financial Statement relate andthe date of this Report.
f) The Board has constituted a Risk Management Committee..
The Directors wish to place on record their appreciation for the continued support andco-operation by Shareholders Bankers Customers Business Partners and Employees of theCompany.
On behalf of the Board of Directors
| ||Mr. Susheel G. Somani ||mr.Surendra Somani |
|Date: 27th May 2021 ||Chairman ||Executive Vice Chairman |
|Place: Mumbai ||(DIN: 00601727) ||(DIN: 00600860) |