Lasa Supergenerics Limited
Your Board of Directors are pleased to share with you the Business Performance alongwith the audited financial statements for the year ended 31st March 2020.
|Particular || |
Amount (Rs In Lakhs)
| ||March 312020 ||March 312019 |
|Income from operations ||16727.12 ||16957.30 |
|Other Income ||23.16 ||47.45 |
|Total Income ||16750.28 ||17004.75 |
|Expenditure ||13732.35 ||15846.30 |
|Profit/ (Loss) before Depreciation Interest and Tax ||3017.93 ||1158.45 |
|Less: Depreciation ||1733.90 ||1930.85 |
|Profit/ (loss) before Interest and Tax ||1284.03 ||(772.40) |
|Less: financial Charges ||810.42 ||837.88 |
|Profit/ (Loss) Before Extraordinary Items & Tax ||473.61 ||(1610.28) |
|Less: Exceptional Items ||- ||- |
|Add Excess Depreciation due to change in Depreciation method from WDV to SLM. ||- ||- |
|Less: (Excess)/ Short Tax Provision ||36.75 ||60.95 |
|Less: Provision for Taxation ||90.79 ||- |
|Add : Deferred Tax Income / (Expenditure) ||(16.77) ||(468.17) |
|Profit / (Loss) After Tax ||362.83 ||(1203.06) |
|Add: Prior Period Income /(Expenditure) (Net) ||- ||- |
|Add: Other Comprehensive Income ||3.95 ||(1.25) |
|Profit / (Loss) for the Year ||366.78 ||(1204.31) |
Note: Figures of Previous year have been regrouped / reclassified wherever necessaryto confirm to this periods classification.
0 RESULTS OF OPERATIONS
The total revenue from operations for the year ended March 31 2020 was 16727.12 Lakhsas compared to Rs. 16957.30 Lakhs For the year under review your Company has reportedearnings before interest depreciation and tax of Rs.3017.93 Lakhs compared to Rs.1522.69 lakhs in the previous year.
0 GLOBAL HEALTH PANDEMIC FROM COVID-19
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. The COVID-19 pandemic developed rapidly into aglobal crisis forcing governments to enforce lock-downs of all economic activity. Inenforcing social distancing to contain the spread of the disease our offices and customeroffices all over the world have been operating with minimal or no staff for extendedperiods of time.
In keeping with its employee-safety-first approach the Company quickly institutedmeasures to trace all employees
and be assured of their well-being. Our teams reacted with speed and efficiency andquickly leveraged technology to shift the workforce to an entirely new 'work-from-home'model. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees.
Your company strongly believe in philosophy of Human Capital is core of our success andsafety of employees is our prime responsibility along with this we also haveresponsibilities towards society at large. As of March 16 2020 Company enforcedmandatory work from home for all corporate office employees.
The Directors have been closely reviewing with the Management the impact of COVID-19on the Company and is prepared to deal with challenges which may impact your company
Based on appeal by Our Hon'ble Prime Minister Shri Narendra Modi your Companysupported Government by way of contribution to PM CARES Fund as well as CM Relief fund.
Being a responsible member of society your Company supported society to prevent deadlycovid 19 by way of distributing ayush ministry recommended Arsenic album 30 medicines tothe tune of 5 Lacs doses which may possibly prevent approximately 1 Lakh people fromcontracting deadly virus
Additionally to support India's fight against corona virus your Company distributedaround 10000 liters of liquid disinfectant for sanitization in rural areas along withsoaps gloves sanitizers thermometers masks lunch packets and ration.
Your Company will continue to extend all supports in every possible way to standsolidarity with corona warriors and people of India.
The Company's focus on liquidity supported by a strong balance sheet and accelerationin cost optimization initiatives would help in navigating any near-term challenges in thedemand environment.
0 CHANGES IN SHARE CAPITAL
|Particulars ||No of Shares ||Amount in Rs. |
|Paid up Share Capital as ||22864449 ||228644490 |
|on April 012019 || || |
|Increase ||17808219 ||178082190 |
|Paid up Share Capital as ono March 312020 ||40672668 ||406726680 |
Your company has only one class of Equity Shares and it has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or Directors of the Company under any scheme.
0 TRANSFER TO RESERVES
Your Company do not propose to transfer any amount to general reserve out of the totalamount available for appropriation.
0 FINANCIAL LIQUIDITY
As at March 31 2020 your company had liquid assets of Rs. 606.21 Lakhs as against Rs268.50 Lakhs at the previous year end.
Your company maintains sufficient cash reserves to meet its operations and strategicobjectives.
Your company has not accepted any deposits from public within the purview of Section 73& 74 of the Act read with companies (Acceptance of Deposits) Rules 2014 during thisFinancial Year ended March 2020 and as such no amount of principal or interest wasoutstanding as of the Balance Sheet date. The company has no deposit which is not incompliance with the provisions of chapter V of the Act and as the companies (Acceptance ofDeposit) Rules 2014.
0 PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS U/S 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act and Schedule of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "SEBI Listing Regulations2015")are given in the notes to the Financial Statements attached in this annual report.
0 MATERIAL CHANGES AND COMMITMENT
Your company substantially reduced debts of Axis Bank Ltd in the year under review andpropose to liquidate entire outstanding debts of Axis Bank in very short term so that toreduce finance cost of the company.
Your company have filed the application for Amalgamation of Harishree Aromatics &Chemical Private Limited with Lasa Supergenerics Limited which is pending for finalobservation of Hon'ble SEBI post which it shall be filed in Hon'ble NCLT.
Your Company joined hands with Institute of Chemical Technology in the Month of March2020 to bring the antiviral to the market as a promising therapy to fight the ongoingCovid-19 pandemic.
Your Company has forayed into the hormone and steroid API segment for Human applicationwith its approval from the Food and Drug Administration authorities to manufactureProgesterone a steroid hormone at its WHO GMP certified facility at Mahad IndustrialArea.
There are no other material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report except asgiven elsewhere in the report.
0 RELATED PARTY TRANSACTION
All Related Party Transactions that were entered during the Financial Year under reviewwere on an arm's length basis in the ordinary course of business and are in compliancewith the applicable provisions of the Companies Act and the Listing Regulations. Therewere no materially significant Related Party Transactions made by the Company during theyear that required shareholders' approval under Regulation 23 of the Listing Regulations.All Related Party Transactions are placed before the Audit Committee for prior approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature or when the need for these cannot be foreseen in advance.
None of the transactions entered with Related Parties fall under the scope of Section188(1) of the Act. Details of transactions with Related Parties as required under Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Form AOC- 2 and forms part of this Annual Report.
0 STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of manufacturing trading producingprocessing preparing treating chemicals API Pharmaceuticals drugs etc. there is nochange in the business of the Company during the financial year ended March 31 2020.
Since your company is in the phase of becoming debt free company in order to bringfinance cost to Zero your Directors deem it proper to preserve the resources of theCompany for its activities and therefore do not propose any dividend for the FinancialYear ended March 31 2020.
0 SHARE CAPITAL
The Authorized Share Capital of the Company is ' 500000000/- (' Fifty Crore only)divided into 50000000 (Five Crore) Equity Shares of ' 10/- each.
During the year under review Company has allotted 17808219 Equity shares of thecompany to the Promoter of the company on November 30 2019 through preferentialallotment.
The paid up share capital of the company has increased to ' 406726680 (' Forty CroreSixty Seven Lakh Twenty Six Thousand Six Hundred Eighty).
0 DIRECTORS AND KEY MANAGERIAL PERSONNEL
There is no change in Directors and Key Managerial Personnel's during the year underreview.
0 FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing Regulations2015 the Company has put in place a Familiarization Programme for Independent Directorsto familiarize them with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model etc. Thedetails of the Familiarization Programme conducted are available on the website of theCompany www.lasalabs.com
0 ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTOR
During the year the evaluation of the annual performance of individual directorsincluding the Chairman of the Company and Independent Directors Board and Committees ofthe Board was carried out under the provisions of the Act and relevant Rules and theCorporate Governance requirements as prescribed under Regulation 17 of ListingRegulations 2015 and the circular issued by SEBI dated January 5 2017 with respect toGuidance Note on Board Evaluation. The Nomination and Remuneration Committee had approvedthe indicative criteria for the evaluation based on the SEBI Guidance Note on BoardEvaluation.
The Board's functioning was evaluated on various aspects of the Board functions ofthe Board degree of fulfilment of key responsibilities establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning. The Committees of the Board were assessed on the degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of Meetings.
The Directors were evaluated on aspects such as attendance contribution at Board /Committee Meetings
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 separate meetings of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board.
Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.
0 COMMITTEE COMPOSITION
The details pertaining to composition of Committees are included in the CorporateGovernance Report which forms a part of this Report. Annexure III
0 HUMAN RESOURCES
We strongly believe in philosophy of Human Capital is core of our success and safety ofemployees is our prime responsibility along with this we also have responsibilitiestowards society at large. As of March 16 2020 Company enforced mandatory work from homefor all corporate office employees in view of ongoing pandemic.
Our company recognizes that employees are the most valuable resource and endeavors toenable its employees to meet business requirements while meeting their career aspirations.The Human Resource agenda continues to support the business in achieving sustainable andresponsible growth by building the right capabilities in the organization. It continues tofocus on progressive employee relations policies and building a high-performance culturewith a growth mind-set where employees are engaged productive and efficient. Our companyhas in place duly approved PPM (Personnel Policy Manual) indicating roles andresponsibilities of human force in the company.
0 DECLARATION BY AN INDEPENDENT DIRECTOR
The Company has received declarations from all Independent directors of the companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of Section 149 of the Act and as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations 2015").
0 NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 8 (eight) times during the financial year.The details of Board Meetings are provided in the Corporate Governance Report which formspart of this Annual Report. For details of meetings of the Board please refer to theCorporate Governance Report annexed as Annexure III
0 POLICIES OF THE COMPANY
Following are the policies which are formulated by the company and also available onthe website of the company.
Sexual Harassment Policy
Policy governing transactions with Related Parties
Whistle Blower Policy
Nomination & Remuneration Policy
Human Resource Policy
Code of conduct
Policy Unpublished Price Sensitive Information
Overlay Succession policy
0 DIRECTORS RESPONSIBILITY STATEMENT The Director Confirm that:
In terms of provisions of Section 134(3) (c) and Section 134(5) of the Companies Actthe Board of Directors to the best of their knowledge and ability in respect of thefinancial year ended March 31 2020 confirm that:
a) In the preparation of the annual accounts for the financial year 2019-2020 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
c) They had taken proper and sufficient care for the 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;
d) They had prepared the annual accounts for the Financial Year ended March 31 2020 ona going concern basis; and
e) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
0 REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES ANDCRITERIA FOR APPOINTMENT OF DIRECTORS
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained in the Corporate Governance Report. Annexure III
0 CONSOLIDATED FINANCIAL STATEMENTS
Not applicable since your company do not have any subsidiary during the year underreview.
0 INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Company has in place well defined and adequate internal financial controlframework. During the year under review such controls were tested and no materialweaknesses in their design products and operation were found.
0 EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92(3) of the Act read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is included in this report as Annexure I and forms anintegral part of the Directors' Report.
0 CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company have a Policy on Corporate Social Responsibility and the same has beenposted on the website of the company. The Company have identified the areas for CSRactivities which are in accordance with Schedule VII of the Companies Act 2013 some ofwhich are Health and social welfare Promotion of education Environment sustainabilityEmployment enhancing vocational skills and Employee engagement activities. The Report onCSR activities as required under Companies (Corporate Social Responsibility Policy) Rules2014 is set out as which forms a part of this Annual Report.
0 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions relating to energy conservation and technology absorption have beenadhered to the extent applicable to the Company. The Company makes all efforts towards theconservation of energy and ensures safety.
The Particulars as prescribed under section 134(3) (m) of the Act read with rule 8(3)of the Companies (Accounts ) Rules 2014 relating to conservation of energy technologyabsorption is provided in Annexure II which forms the part of this report.
The details of foreign exchange earnings and outgo during the year under review areprovided under Notes of the Audited Financial Statements. The members are requested torefer to the said note for details in this regards.
0 PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limits prescribed underSection 196 and 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 during the financial year The ratio ofthe remuneration of each whole-time Director and Key Managerial Personnel to the median ofemployee Remuneration as per section197 (12) of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment & Remuneration of the management personnel) Rules 2014forms part of this report as Annexure IV.
0 REGULATORY APPROVALS
The relevant regulations and policies as prescribed by the Government of India andother regulatory bodies have been duly complied with by your company.
Our manufacturing facilities are monitored and approved by various regulatoryauthorities. Periodically the FDA MPCB etc. your company has halal and GMP certificate.Such authority conducts routine audits of all approved facilities.
0 COMMITTEES OF THE BOARD
Your company has nine (9) committees of the Board of Directors as on March 31 2020 outof which 4 are statutory committees and other 5 are committees considering the need ofbest practices in corporate governance of the company.
Details given in the Corporate Governance Report Annexure III.
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee Other Committees:
Fund Raising Committee
Internal Complaints Committee
0 SECRETARIAL AUDIT REPORT
Pursuant to section 204 of companies Act 2013 and rules made thereunder A SecretarialAudit Report for the financial year 2019-20 in form MR-3 given by M/s. Shivam Sharma &Associates Practicing Company Secretaries is attached as Annexure- V which forms part ofthis report.
Further the Secretarial Auditor report does not contain any qualification reservationand adverse marks.
0 CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance and Certificate of the Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulated inPart C of Schedule V of the Listing Regulations 2015 are enclosed as a separate sectionand forms a part of this Report under Annexure III.
0 MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations 2015detailed review of operations performance and future outlook of the company is coveredunder Management's Discussion & Analysis which forms a part of this report.
0 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual
working for the Company through various interventions and practices. It is thecontinuous endeavor of the Management of the Company to create and provide an environmentto all its employees that is free from discrimination and harassment including sexualharassment. The Company has adopted a policy on prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder. The Company arranged various interactive awareness workshops in this regardfor the employees in the manufacturing sites R & D set ups & Corporate Officeduring the financial year Your company have also appointed external member in thecommittee dealing in prevention of sexual harassment.
During the financial year ended March 31 2020 no complaint pertaining to sexualharassment was received by the Company.
0 VIGIL MECHANISM POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors' and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and provides to employees' direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company have been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Company atwww.lasalabs.com
Patents which belong to your Company are follows:
|S r. Description No ||Patent No |
|1 NITROXYNIL : Method for the simplified production of Fasciolicide and derivative thereof ||311538 |
|2 CLOSANTEL : Method for the preparation of Salicylanilide antiparasitic derivative ||301999 |
|3 CYROMAZINE : An improved process for the preparation of Triazine derivative used as an insecticide ||297903 |
|4 FENBENDAZOLE : Green process for the preparation of Methyl 5-(Phenyl Thio)-1h- Benzo[D]Imidazole-2-Ylcarbamate ||303541 |
|5 TRICLABENDAZOLE: Process for the preparation of Benzimidazole derivative as anthelmintic agents ||326040 |
|6 ALBENDAZOLE : An improved process for the preparation of Methyl 5-(Propyl Thio)-1h- Benzo [D] Imidazol-2-Ylcarbamate ||326628 |
0 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or court ortribunal which would impact the going concern status of the company in financial year2019-20
0 SUCCESSION PLANNING
The Company has its succession plan in place for orderly succession for appointments toBoard and to senior management.
0 AUDITORS AND AUDITOR'S REPORT Cost Auditors
Pursuant to requirement of Central Government and Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your companyhas been carrying out audit of cost records every year.
The Board of Directors on the recommendation of Audit committee has appointed M/sRitesh & Associates cost Accountants Mumbai (Firm Regn. no. 100675) as the costAuditor to audit the cost records of the company for Financial Year 2020-21.
The Company is seeking the approval of the Shareholders for the Remuneration of M/s N.Ritesh & Associates Cost Auditors Mumbai (Firm Regn. no. 100675) as the CostAccountant of the company for the Financial Year ending March 31 2021 vide item no. 3 ofthe notice of AGM.
Pursuant to the provisions of Section 204 of the Act and the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the companyhad appointed M/s Shivam Sharma & Associates Practicing Company Secretaries (M. No:A35727 CP. No: 16558) to undertake the Secretarial Audit of the company for the yearended March 31 2020. The Secretarial Audit Report for the Financial Year ended March 312020 has been annexed to this Report as Annexure V and forms an integral part of thisReport.
M/s Thanawala & Company Charted Accountants (Firm registration No. 110948W) thestatutory auditor of the company were appointed by the shareholders in their meeting heldon September 25 2018 for a period of five years i.e upto 2022 .
The Ministry of Corporate Affairs vide its Notification dated May 7 2018 haddispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting.
The Auditors' Report does not contain any qualification reservation or adverse remarkIndependent Auditors Report Annexed which forms part of this Annual Report.
0 SECRETARIAL STANDARDS
The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
0 OTHER DISCLOSURES
The certificate obtained from the Statutory Auditors confirming compliance with theCompanies Act 2013 and the SEBI Regulations is also provided in Annexure 'B' forming partof this Report.
Corporate Governance: Pursuant to Regulation 34 of the SEBI LODR Regulations a Reporton Corporate Governance and a certificate obtained from the Statutory Auditors confirmingcompliance are provided in Annexure 'B' forming part of this Report.
Statutory Compliance: The Company complies with all applicable laws and regulationspays applicable taxes on time takes care of all its stakeholders ensures statutory CSRspend and initiates sustainable activities.
MSME: The Company complies with the requirement of submitting a half yearly return tothe Ministry of Corporate Affairs within the prescribed timelines
0 DETAILS OF FRAUD IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by Auditors pursuant to Section 143(12)of the Companies Act 2013 the rules made thereunder
0 ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2019-20 for all applicablecompliances as per Securities and Exchange Board of India Regulations and Circulars /Guidelines issued thereunder.
The Annual Secretarial Compliance Report submitted by your Company to the StockExchanges is provided under Annexure VI which forms part of this report.
0 APPRECIATIONS AND ACKNOWLEDGEMENT
The Board wish to express their appreciation for the continued co-operation of theGovernment of India Governments of various States in India bankers financialinstitutions Shareholders customers dealers suppliers and also the valuableassistance. The Directors also wish to thank all the employees for their contributionSupport and continued commitment throughout the year.
For and on behalf of the Board of Directors of LASA SUPERGENERICS LIMITED
|Place: Mumbai ||DR. OMKAR P. HERLEKAR ||MR. SHIVANAND G.HEGDE |
|Date: August 05 2020 ||Chairman & Managing Director ||DIRECTOR |