Your Directors have pleasure in presenting their 63rd AnnualReport together with the Audited Financial Statements for the financial year ended onMarch 312022. The Consolidated performance of the Company & its subsidiaries has beenreferred to wherever required.
1. FINANCIAL PERFORMANCE
(Rs in Lacs)
|Particulars for the Financial Year || |
|For the Period Ended ||FY 2021-22 ||FY 2020-21 ||FY 2021-22 ||FY 2020-21 |
|Total Revenue ||21255 ||23325 ||48813 ||50980 |
|Less Expenses ||19638 ||20054 ||40635 ||42646 |
|Profit before Tax ||1616 ||3271 ||8178 ||8334 |
|Tax Expenses ||442 ||923 ||2075 ||2173 |
|Net Profit / ( Loss ) for the Period ||1174 ||2347 ||6103 ||6161 |
|Other Comprehensive Income/(Loss) ||14 ||19 ||12 ||23 |
|Total Comprehensive Income/(Loss) ||1188 ||2366 ||6115 ||6183 |
The Company has prepared the Standalone & Consolidated FinancialStatements in accordance with the Companies (Indian Accounting Standards) Rules 2015 asprescribed under Section 133 of the Companies Act 2013 ("the Act") and generallyaccepted accounting principles in India.
2. OPERATIONS OF THE COMPANY
Standalone Total Revenue was Rs 21255 Lacs decreased by 8.87% overthe previous year's figures of Rs 23325 Lacs. Profit before tax was Rs 1616 Lacsdecreased by 50.60% over the previous year's figures of Rs 3271 Lacs. TotalComprehensive Income was Rs 1188 Lacs decreased by 49.79% over the previous year'sfigures of Rs 2366 Lacs.
Consolidated Total Revenue was Rs 48813 Lacs decreased by 4.25% overthe previous year's figures of Rs 50980 Lacs. Profit before tax was Rs 8178 Lacsdecreased by 1.87% over the previous year's figures of Rs 8334 Lacs. TotalComprehensive Income was Rs 6115 Lacs decreased by 1.10% over the previous year'sfigures of Rs 6183 Lacs.
Operations of the Company & its Subsidiary
(Rs in Lacs)
|Particulars || ||FY 2021-22 ||FY 2020-21 ||% Change +/(-) |
|Formulations ||Exports ||20308 ||20935 ||(2.29) |
| ||Local ||144 ||1348 ||(89.32) |
|Total || ||20452 ||22283 ||(8.22) |
|Active Pharmaceutical Ingredient (API)* ||Exports ||14663 ||19556 ||(25.02) |
| ||Local ||13281 ||9460 ||40.39 |
|Total || ||27944 ||29016 ||(3.69) |
*Operations of the Kopran Research Laboratories Limited SubsidiaryCompany.
During the financial year the turnover of Formulations was Rs 20452Lacs as compared to Rs 22283 Lacs in the previous year lower by 8.22%.
During the financial year the turnover of Active PharmaceuticalIngredient (API) was Rs 27944 Lacs as compared to Rs 29016 Lacs in the previous yearlower by 3.69%.
The Directors of the Company recommend a Final dividend of Rs 3.00(30%) per Equity share face value of Rs 10 each subject to the approval of the Members.
According to Regulation 43A of the Listing Regulations the top 1000listed entities based on market capitalisation calculated as on March 31 of everyfinancial year are required to formulate a dividend distribution policy which shall bedisclosed on the website of the listed entity and a web-link shall also be provided intheir annual reports. Accordingly the Dividend Policy of the Company can be accessedusing the following link: http://kopran.com/investors/policy/
4. SHARE CAPITAL
Details of changes in the paid-up Equity share capital during the yearunder review are as under:
|Paid Up Equity Share Capital ||Number of Equity Shares (F.V Rs 10/-) ||Amount (?) |
|At the beginning of the year as on April 12021 ||43250606 ||432506060 |
|Add: Issue of Equity shares on preferential basis* ||4959999 ||49599990 |
|At the end of the year as on March 312022 ||48210605 ||482106050 |
*During the year under review the Company had allotted 4959999Equity Shares of F.V Rs 10/- each at premium of Rs 245 per share on January 12 2022 onpreferential basis. The Company has raised Rs 126.48 Crores on the preferential issue madeunder SEBI ICDR Regulations.
The Company has not issued shares with differential voting rights. Ithas neither issued employee stock options nor sweat equity shares and does not have anyscheme to fund its employees to purchase the shares of the Company.
5. UTILISATION OF THE PROCEEDS FROM PREFERENTIAL ISSUE OF EQUITY SHARES
The utilisation of funds raised have been mentioned hereunder:
(Rs in Lacs)
|Purpose of Issue ||Allocation of Funds ||Funds Utilised |
|A. Kopran Research Laboratories Limited (Subsidiary) || || |
|Capital Expenditure ||6000.00 ||1348.30 |
|Short term & Long term working capital ||4048.00 ||4048.00 |
|B. Kopran Limited || || |
|Capital Expenditure ||600.00 ||125.29 |
|Short term & Long term working capital ||2000.00 ||2000.00 |
There has been no deviation in the use of proceeds of the PreferentialIssue from the objects stated in the Offer document as per Regulation 32 of SEBI ListingRegulations. The Company has been disclosing on a quarterly basis to the Audit Committeethe usage & application of proceeds of the funds raised from Preferential Issue andalso intimate the Stock Exchange(s) on a quarterly basis as applicable.
6. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as prescribed under Part B ofSchedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided inAnnexure A of this Report.
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
A statement containing the salient features of the financial statementsof subsidiary / associate / joint venture companies as per Section 129(3) of the Act ispart of the consolidated financial statements.
Kopran Research Laboratories Limited. Kopran (H.K.) Limited. andKopran Lifesciences Limited. are the subsidiaries of the Company and the Salient featuresof their financial summary is provided in Annexure B of this Report. The Company hasincreased its investments in Kopran Research Laboratories Limited Subsidiary Company bysubscribing to the Rights Issue amounting to Rs 100 Crs during the year under review.
The Financials of the Subsidiaries are placed on the website of theCompany https://www.kopran.com/investors/ financials/ any Shareholders interested inobtaining a copy of the Financial Statements of the Subsidiary companies may write to theCompany Secretary at the Company's registered office.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr.Adarsh Somani (DIN: 00192609) Non-executive Director ofthe Company is to retire by rotation at the ensuing 63rd Annual GeneralMeeting and being eligible has offered himself for re-appointment.
The term of appointment of Executive Vice Chairman and ManagingDirector Mr. Surendra Somani (DIN: 00600860) shall expire on December 312022 and theproposal for his re-appointment effective from January 12023 for a further term of threeyears are included in the notice to the Annual General Meeting for approval of theMembers. A Resolution seeking Shareholders approval for his re-appointment along withother required details form a part of the notice.
Composition and other details of Board of Directors on March 312022 isannexed herewith as Annexure D. The Directors appointment and remuneration is inaccordance with the Nomination and Remuneration Policy and policy on Board Diversity asadopted by the Company.
In terms of section 203 of the Companies Act 2013 following are theKey Managerial Personnel (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 thefinancial year.
Independent Directors of the Company have given declaration that theymeet the criteria of independence as laid down under Section 149(6) of the Act andRegulation 16(1)(b) of the SEBI (LODR) Regulations 2015 and they have registered theirnames in the Independent Directors Data Bank. In the opinion of the Board they fulfill theconditions of independence as specified in the Act and rules made thereunder and there hasbeen no change in the circumstances affecting their status as Independent Directors of theCompany.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with requirements of Section 135 of the Act the Companyhas laid down a CSR Policy. The composition of the Committee contents of CSR Policy andreport on CSR activities carried out and amount spent during the financial year endedMarch 312022 in the format prescribed under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure C. The total CSRspending during the FY 2021-22 is Rs 4087250 towards the obligation of current financialyear i.e. 2% of the average net profits of the Company made during the immediately threepreceding financial years and Rs 60010 excess amount spent in the current financial yearis available for set off in succeeding financial years. The CSR policy is available on theCompany's website on http://kopran.com/investors/policy/
10. MEETINGS OF THE BOARD
The details of the composition of the Board and its Committees and thenumber of meetings held and the attendance of Directors in such meetings are provided inthe Corporate Governance Report as a separate section in Annexure D which forms a part ofthe Annual Report. There have been no instances during the year where the recommendationsof the Board Committees were not accepted by the Board.
11. BOARD AND COMMITTEE EVALUATION
The Board and Committee Evaluation are broadly based on the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India on January5 2017.
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations.
The evaluation process consisted of structured questionnaires coveringvarious aspects of the functioning of the Board and its committees such as compositionexperience and competencies performance of specific duties and obligations governanceissues etc. The Board also carried out the evaluation of the performance of IndividualDirectors based on criteria such as contribution of the director at the meetingsstrategic perspective or inputs regarding the growth and performance of the Company etc.The Directors were evaluated on aspects such as attendance contribution at Board/Committee Meetings and guidance/support to the Management outside Board/CommitteeMeetings.
In a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and Chairman of the Company was evaluatedtaking into account the views of executive directors and non-executive directors.
12. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY
The Company has framed and implemented a Risk Management Policy interms of the provisions of Regulation 17 of the SEBI Listing Regulations for theassessment and minimisation of risk including identification therein of elements of riskif any which may threaten the existence of the Company.
The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its Business & risk management including adherence to theCompany's Policies the safeguarding of its Assets the prevention and detection offrauds and errors the accuracy and the completeness of the accounting records and timelypreparation of reliable financial disclosure and other regulatory and statutorycompliances and there was no instance of fraud during the year under review.
More details on risks and threats have been disclosed hereinabove aspart of the Management Discussion and Analysis. Further in view of the increasing sizeand complexity of the business operations the Company is exposed to various risksemanating from frauds.
13. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulationsthe Company has formulated a Policy on Related Party Transactions and the same can beaccessed using the following link http://kopran.com/investors/policy/
Related party transactions that were entered into during the financialyear were on arm's length basis and were in ordinary course of business. There are nomaterially significant related party transactions made by the Company which may havepotential conflict with the interest of the Company. There is no material related partytransactions which are not in ordinary course of business or which are not on arm'slength basis and hence there is no information to be provided as required under Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.Suitabledisclosure on related party transactions as required by the Indian Accounting Standard hasbeen made in the notes to Financial Statement.
14. REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as required under Regulation 34 readwith Schedule V of the SEBI Listing Regulations 2015 forms part of this Annual Report.The requisite certificate from M/s P.P. Singh & Co Practicing Company Secretary(Membership No. F11584 COP No. 15570) provided in Annexure D confirming compliance withthe conditions of Corporate Governance as stipulated under the aforesaid Schedule V isattached to the Report on Corporate Governance. The Company has devised proper systems toensure compliance with the provisions of all applicable Secretarial Standards issued bythe Institute of Company Secretaries of India and that such systems are operatingeffectively and adequately.
15. LOANS GUARANTEE OR INVESTMENTS
Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient are provided in the Notes to the FinancialStatements forming part of the Annual Report.
a) Statutory Auditors
The first term of M/s. Khandelwal Jain & Co. Chartered Accountants(Firm Registration No. 105049W) as Statutory auditors of the Company expires at theconclusion of the ensuing Annual General Meeting.
The Board has recommended the re-appointment of M/s. Khandelwal Jain& Co. Chartered Accountants (Firm Registration No. 105049W) as the Statutory Auditorsof the Company for another term of five consecutive years from the conclusion of the 63rdAGM of the Company scheduled to be held in the year 2022 till the conclusion of the 68thAGM to be held in the year 2027 for approval of shareholders of the Company based on therecommendation of the Audit Committee.The Auditors have confirmed their eligibility andqualification required under the Act for holding the office as Statutory Auditors of theCompany. The payments made to Auditors are given in the Report on Corporate Governanceprovided in Annexure D.
Further the report of the Statutory Auditors along with notes toSchedules is a part of the Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.
The notes to the financial statements are self-explanatory and do notcall for any further comments.
b) Secretarial Auditors
Pursuant to Regulation 24A of the SEBI (LODR) Regulations 2015 asamended M/S. PP Singh & CO Practicing Company Secretary (Membership No. F11584 COPNo.15570) were appointed as Secretarial Auditors of the Company for the FY 2021-22. M/S.PP Singh & CO Practicing Company Secretary has issued the Secretarial Audit Reportfor FY 2021-22 for the Company and its Subsidiary Kopran Research Laboratories Limitedgiven in Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s) for thefinancial year ended March 31 2022 do not contain any qualification reservation oradverse remark.
17. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:
i. In preparation of the annual accounts for the financial year endedMarch 31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures;
ii. They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the financialyear as on March 312022 and of the profit of the Company for that period;
iii. They have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company 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 bythe Company and that such internal financial controls are adequate and were operatingeffectively;
vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
18. EXTRACTS OF ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return is available on the websiteof the Company on the following link: http://kopran.com/investors/communication/
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is given in AnnexureF.
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures pertaining to remuneration and other details required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial 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 email@example.com
21. BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report as required under Regulation 34 of theSEBI Listing Regulations 2015 duly approved by the Board of Directors forms part ofthis Annual Report and is annexed herewith as Annexure H.
22. VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) and (10) of the CompaniesAct 2013 and Regulation 22 of SEBI (LODR) Regulations 2015 the Company has adopted aVigil Mechanism or 'Whistle Blower Policy' for directors employees and allstakeholders to report any concerns about unethical behavior actual or suspected fraud orviolation of Code of Conduct. The same is also disclosed on company's website:http://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(PREVENTION PROHIBITION AND REDRESSAL) ACT2013
The Company is committed to create and maintain an environment in whichemployees can work together without fear of sexual harassment exploitation orintimidation. A Complaint Redressal Committee has been set up by your Company to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the FY 2021-22 no Complaintswere received.
24. OTHER DISCLOSURES/REPORTING
Your Directors further state that during the year under review:
a) There are no pecuniary relationship or transactions of theNon-Executive Directors vis-a-vis the Company.
b) No amount is transferred to General Reserve;
c) The Company has not accepted any deposits from the public and assuch there are no outstanding deposits in terms of the Companies (Acceptance of Deposits)Rules 2014.
d) There were no significant/material orders passed by the Regulatorsor Courts or Tribunals impacting going concern status of the Company and its operations infuture.
e) There was no change in nature of business. There have been nomaterial changes and commitments affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company to which this FinancialStatement relate and the date of this Report.
The Directors wish to place on record their appreciation for thecontinued support and co-operation by Shareholders Bankers Customers Business Partnersand Employees of the Company.
| ||On behalf of the Board of Directors |
| ||Mr. Susheel G. Somani ||Mr. Surendra Somani |
|Date: May 27 2022 ||Chairman ||Executive Vice Chairman |
|Place: Mumbai ||(DIN: 00601727) ||(DIN: 00600860) |