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Kopran Ltd.

BSE: 524280 Sector: Health care
NSE: KOPRAN ISIN Code: INE082A01010
BSE 00:00 | 21 Jun 199.00 -0.10
(-0.05%)
OPEN

195.00

HIGH

202.30

LOW

194.70

NSE 00:00 | 21 Jun 198.80 -0.55
(-0.28%)
OPEN

194.00

HIGH

202.45

LOW

194.00

OPEN 195.00
PREVIOUS CLOSE 199.10
VOLUME 28879
52-Week high 234.10
52-Week low 32.30
P/E 36.65
Mkt Cap.(Rs cr) 861
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 195.00
CLOSE 199.10
VOLUME 28879
52-Week high 234.10
52-Week low 32.30
P/E 36.65
Mkt Cap.(Rs cr) 861
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kopran Ltd. (KOPRAN) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 61st Annual Report together with theAudited Financial Statement for the year ended on 31st March 2020.

1. Financial Performance

(Rs. in Lacs)

Particulars Standalone Basis* Consolidated Basis*
For the Period Ended FY 2019-20 FY 2018-19 FY 2019-20 FY 2018-19
Total Revenue 18128 19974 36013 36096
Less Expenses 16555 18238 33129 32930
Profit before Exceptional Items & Tax 1573 1736 2828 3166
Less Exceptional Items - - (55) -
Profit before Tax 1573 1736 2884 3166
Net Tax Expenses 451 439 726 764
Profit / (Loss) for the Financial Year 1122 1297 2102 2402
Other Comprehensive Income/(Loss) 1 (28) 18 (26)
Total Comprehensive Income/(Loss) 1123 1269 2120 2376

*The Company has adopted Indian Accounting Standards (Ind-AS) from 1st April 2017 asprescribed under Section 133 of the Companies Act 2013 ("the Act") read withthe Companies (Indian Accounting Standards) Rules 2015 as amended and other accountingprinciples generally accepted in India.

2. Performance review

A) Standalone

Standalone Total Revenue was Rs. 18128 lacs as against the previous year's figures ofRs. 19974 lacs decreased by 9.24%. Profit before tax was Rs. 1573 lacs decreased by9.39% over the previous year's figures of Rs. 1736 lacs. Total Comprehensive Income wasRs. 1123 lacs decreased by 11.51% over the previous year's figures of Rs. 1269 lacs.

B) Consolidated

Consolidated Total Revenue was Rs. 36013 lacs as against the previous year's figuresof Rs. 36096 lacs decreased by 0.23%. Profit before tax was Rs. 2828 lacs decreased by10.68% over the previous year's figures of Rs. 3166 lacs. Total Comprehensive Income wasRs. 2120 lacs decreased by 10.77% over the previous year's figures of Rs. 2376 lacs.

3. Operations of the Company

(Rs. In Lacs)

Particulars FY 2019-20 FY 2018-19 % Change +/(-)
Exports 16672 17723 (5.93)
Formulations
Local 1257 1941 (35.24)
Total 17929 19665 (8.83)
Active Pharmaceutical Local 11455 11516 (0.53)
Ingredient (API)*
Exports 7810 6678 16.95
Total 19265 18194 5.89

such meetings are provided in the Corporate Governance Report as a separate section in AnnexureD which forms a part of the Annual Report. There have been no instances during theyear where the recommendations of the Board Committees were not accepted by the Board.

9. Board and Committee Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors.

The Board's functioning was evaluated on various aspects including inter-alia theStructure of the Board Meetings of the Board Functions of the Board Effectiveness ofBoard Processes information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in a separate meeting of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.

10. Internal 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.

11. Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) has been mandated to fulfill thecompetency requirements of the Board. The NRC reviews and evaluates the resumes ofpotential candidates for appointment of Directors and recommends their nomination to theBoard. On the recommendation of the NRC the Board has adopted and framed a RemunerationPolicy for the Directors Key Managerial Personnel Senior Management and other employeespursuant to the provisions of the Act and the Listing Regulations. The remunerationdetermined for Executive Directors is subject to the recommendation of the Nomination andRemuneration Committee and approval of the Board of Directors. The Executive Directors arenot paid sitting fees; the Non-Executive Directors are entitled to sitting fees forattending the Board/Committee Meetings. It is affirmed that the remuneration paid toDirectors Key Managerial Personnel and all other employees is in accordance with theRemuneration Policy of the Company.

12. Corporate Social Responsibility (CSR)

The company had to spend Rs. 20.41 Lacs towards it's CSR activities for FY 2019-20 ofwhich Rs. 1.00 Lac was spent on the CSR activities as per the CSR Policy. The Companycould not identify suitable CSR programs and hence the full amount of CSR could not bespent. The Company would endeavor and spend the unutilized CSR amount in the currentfinancial year. The annual report on CSR activities is provided in Annexure C ofthis Report.

13. Related Party Transactions

All Related Party Transactions that were entered into during the financial year were inordinary course of business done on arm's length basis and of repetitive nature andtransactions proposed to be entered during the Financial year are placed before the AuditCommittee duly empowered by the Board with prior omnibus approval at the commencement ofFinancial year. A statement giving details of all Related Party Transactions are placedbefore the Audit Committee on quarterly basis for their approval. There are no materiallysignificant related party transactions made by the Company during the financial year whichmay have potential conflict with the interest of the Company that required shareholder'sapproval under regulation 23 of the Listing Regulations. Enclosing of Form AOC-2 is notrequired as suitable disclosure as required by the Indian Accounting Standard has beenmade in the notes to the Financial Statements. The policy for related party transactionsas approved by the Board can be accessed on the Company's web-link:http://www.kopran.com/investors/policy/pdf/Policy%20on%20related%20party%20transaction.pdf

14. Corporate Governance

A detailed report on Corporate Governance as required under the Listing Regulations isprovided in Annexure D and forms part of Annual Report. Certificate from Ms. NiraliMehta Practicing Company Secretary (Membership No.A37734 COP No.20754) regardingcompliance stipulated in the Listing Regulations forms part of the Corporate GovernanceReport. The Company has complied with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India.

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.

16. Rating

CRISIL has re-affirmed the rating for long term is CRISIL BBB /stable and short termrating is CRISIL A3+.

17. Auditors 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 as StatutoryAuditors of the Company for a period of five consecutive years from the conclusion of 58thAGM to the conclusion of 63rd AGM. The payments made to Auditors are given in theCorporate Governance Report 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 hasre-appointed Ms. Nirali Mehta Practicing Company Secretary (Membership No. A37734 COPNo. 20754) to conduct the Secretarial Audit of the Company for the FY 2020-21. Ms. NiraliMehta Practicing Company Secretary has issued the Secretarial Audit Report for FY2019-20 given in

Annexure E st

. Secretarial Audit Report for the financial year ended 31 March 2020 do not containany qualification reservation 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 FY 2020-21.

18. Directors Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors including Audit of Internal Financial Controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's Internal Financial Controls were adequate and effective during the financialyear 2019-20.

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 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures; ii. They have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give true and fair view of the state of affairs of the Company at the end of thefinancial year as on 31st March 2020 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 haveprepared the Annual Accounts on a going concern basis; v. They have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; vi. They have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

19. Extracts of Annual Return

The extract of Annual Return required under Section 134(3)(a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 isplaced on the Company's website. The web-link as required under Companies Act 2013 is:

http://www.kopran.com/investors/communication/pdf/Form%20MGT-9%20Extract%20of%20Annual%20Return%20as%20on%2031st%20March%202020.pdf

20. 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.

21. Particulars of employees and related disclosures

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. AnyShareholder interested in obtaining the information required under Rule 5(2) and (3) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 may writeto the Company Secretary at the Registered Office of the Company.

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%20Policy.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 for any complains. During the Financial Year 2019-20 no complains 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-ExecutiveDirectors vis--vis the Company.

b) No amount is transferred to General Reserve

c) The paid up Equity Share Capital as on 31 March 2020 was Rs. 43.25 crores.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company

d) The Company has not accepted any deposits from the public and as such there areno outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014

e) 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

f) There was no change in nature of Business. There have been no material changesand commitments affecting the financial position of the Company which have occurredbetween the end of the financial year of the Company to which this Financial Statementrelate and the date of this Report.

g) Electronic copy of the Notice of 61st Annual General Meeting of the Companyare sent to all Members whose email addresses are registered with the Company/DepositoryParticipant(s).

25. Acknowledgements

The Directors wish to place on record their appreciation for the continued support andco-operation by Vendors Customers Investors and Employees of the Company.

On behalf of the Board of Directors
Surendra Somani
Executive Vice Chairman
11th August 2020