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Marksans Pharma Ltd.

BSE: 524404 Sector: Health care
NSE: MARKSANS ISIN Code: INE750C01026
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OPEN 44.35
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VOLUME 22752
52-Week high 93.50
52-Week low 38.70
P/E 17.07
Mkt Cap.(Rs cr) 1,774
Buy Price 43.25
Buy Qty 892.00
Sell Price 43.40
Sell Qty 611.00
OPEN 44.35
CLOSE 43.45
VOLUME 22752
52-Week high 93.50
52-Week low 38.70
P/E 17.07
Mkt Cap.(Rs cr) 1,774
Buy Price 43.25
Buy Qty 892.00
Sell Price 43.40
Sell Qty 611.00

Marksans Pharma Ltd. (MARKSANS) - Director Report

Company director report

Dear Shareholders

The Directors take pleasure in presenting the Twenty Eighth (28th) Annual Reports alongwith the financial statements for the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS

( Rs in Lakh )

Particulars 2019-20 2018-19
Turnover 43341.50 42416.02
Profit before Depreciation & Amortisation expenses Non-recurring expenses and Tax expenses 6437.12 6469.84
Less: Depreciation & Amortisation Expenses 1164.42 868.72
Non-recurring expenses - -
Tax expenses 1482.36 1239.37
Profit after Tax 3790.34 4361.75

OPERATIONS/STATE OF AFFAIRS OF THE COMPANY

During the year 2019-20 your Company achieved turnover of RS 43341.50 Lakh with netprofit of RS 3790.34 Lakh as compared to turnover of RS 42416.02 Lakh with net profit ofRS 4361.75 Lakh in the previous year.

On consolidated basis your Company achieved turnover of RS 113420.90 Lakh with netprofit of RS 12075.27 Lakh as compared to turnover of RS 100006.92 Lakh with net profitof RS 8043.71 Lakh in the previous year. During the year US and North AmericaFormulation business reported growth of 6.1% Australia and New Zealand formulationbusiness reported growth of 17.3% and Europe and UK formulation business reported growthof 23.5%.

In compliance with the Ind AS on Consolidated Financial Statements this Annual Reportalso includes Consolidated Financial Statements for the financial year under review.

DIVIDEND

Your Directors have recommended a Dividend subject to approval of the Members at theensuing Annual General Meeting of RS 0.10/-(10%) per equity share of RS 1/- each anddividend of RS 7/- (7%) per preference share of RS 100/- each for the financial year ended31st March 2020. Total cash outflow on account of dividend payment will be RS 444.31Lakh for the financial year ended 31st March 2020. The Dividend will be paid incompliance with applicable regulations. Company's policy on the Dividend Distribution isavailable on the Company's website www.marksanspharma.com.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

i. Performance of Marksans Pharma (UK) Limited through step down subsidiaries BellSons & Co. (Druggists) Limited and Relonchem Limited which operates in the Europeanmarkets has been satisfactory considering the prevailing market scenario. The Directorsforesee growth in the coming years.

ii. Marksans Pharma Inc. through step down subsidiary Time-Cap Laboratories Inc. whichoperates mainly in US and North America has achieved sales of RS 41989.40 Lakh ascompared to sales of RS 41146.66 Lakh during previous year.

iii. Performance of Nova Pharmaceuticals Australasia Pty Ltd. (your company holds 60%of the share capital) which operates mainly in Australia and New Zealand has registeredsatisfactory growth.

Pursuant to a Central Government's Circular dated 8th February 2011 the auditedaccounts together with Directors' Report and Auditors' Report of the subsidiaries namelyMarksans Pharma (U.K.) Limited Marksans Pharma Inc. and Nova Pharmaceuticals AustralasiaPty Limited are not being appended to the Annual Report. However a statement givinginformation in aggregate for each subsidiary including step down subsidiaries are attachedto the Consolidated Balance Sheet. Statement on the highlight of performance of subsidiarycompanies and their contribution to the overall performance of the company are given inNote No. 41(a) of the consolidated financial statements and forms part of this report.

Your Company has no Joint Ventures and Associate Companies.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis covering industry structure anddevelopments financial and operational performance of the Company risks concernsopportunities threats and outlook forms a part of this Report.

RESERVES

Your Company has not transferred any amount out of the profit of the year to theGeneral Reserve.

SHARE CAPITAL

During the year under review there was no change in the Equity Share Capital of theCompany. However the company has redeemed 500000 7% Redeemable Cumulative PreferenceShares of RS 100 each at par during the year. Consequently Issued Subscribed and Paid-upPreference Share Capital has reduced from 1000000 Preference Shares of RS 100/- each to500000 Preference Shares of RS 100/- each.

During the year under review the Company has neither issued any equity shares withdifferential rights as to dividend voting or otherwise nor issued ESOP or sweat equityshares to Directors or employees under any Scheme.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company's Board comprises of 6 (Six) Directors of whic Rs 3 (Three) areNon-Executives Independent and 3 (Three) Directors are Executives.

a. Appointment / resignations of Directors:

During the year under review Mr. Seetharama Raju Buddharaju (DIN: 03630668) has beenre-appointed as Independent Director for a further term of 5 (Five) consecutive years witheffect from 1st April 2020 subject to approval of the shareholders at the ensuing AGM.

Mr. Varddhman Vikramaditya Jain (DIN: 08338573) was appointed as a Director to fill upthe casual vacancy caused by resignation of Dr. Vinay Gopal Nayak. As such term of officeof Mr. Varddhman Vikramaditya Jain will expire at the ensuing Annual General Meeting asDr. Vinay Gopal Nayak would have vacated the office if he had not resigned. Notice underSection 160 of the Companies Act 2013 has been received from a member signifying hisintention to propose Mr. Varddhman Vikramaditya Jain (DIN: 08338573) as a candidate forthe office of Director of the Company together with necessary deposits. Accordingly theDirectors recommend Mr. Varddhman Vikramaditya Jain to the shareholders for appointment asa Director of the Company liable to retire by rotation.

The tenure of Mr. Mark Saldanha (DIN: 00020983) Managing Director and Mrs. SandraSaldanha (DIN: 00021023) Whole-time Director will come to end on 5th October 2020 and24th September 2020 respectively. The Board of Directors has re-appointed them for afurther period of five and three years respectively subject to approval of theshareholders at the ensuing AGM.

b. Retirement of Director by rotation:

In terms of Section 152 of the Companies Act 2013 Mrs. Sandra Saldanha (DIN:00021023) will retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment.

c. Appointment / resignation of Key Managerial Personnel:

During the year under review there is no change in the Key Managerial Personnel of theCompany.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2019-20 the Board met 7 (Seven) times on 17.04.201929.05.2019 11.07.2019 09.08.2019 04.10.2019 12.11.2019 and 11.02.2019.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Your Company has in place a policy relating to nomination and remuneration of directorsas well as key managerial personnel and other employees formulated by the Nomination andRemuneration Committee. The Nomination and Remuneration Policy inter alia provides forthe following:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director in terms of Diversity Policy ofthe Board and recommend to the Board his / her appointment.

2. For the appointment of KMP (other than Managing / Whole-time Director) or SeniorManagement a person should possess adequate qualification expertise and experience forthe position he / she is considered for the appointment. For administrative conveniencethe Managing Director is authorised to identify and appoint a suitable person for theposition of KMP (other than Managing / Whole-time Director) and Senior Management.

3. The remuneration / compensation / commission etc. as the case may be to theManaging / Wholetime Director is determined by the Nomination and Remuneration Committeeand recommended to the Board for approval. Such remuneration / compensation / commissionetc. as the case may be is subject to approval of the shareholders of the Company and isin accordance with the provisions of the Companies Act 2013 and Rules made thereunder.Remuneration of KMP (other than Managing / Whole-time Director) and Senior Management isdecided by the Managing Director based on the standard market practice and prevailing HRpolicies of the Company.

4. The remuneration / commission / sitting fees as the case may be to theNon-Executive / Independent Director is in accordance with the provisions of theCompanies Act 2013 and the Rules made thereunder for the time being in force or as may bedecided by the Committee / Board / shareholders.

5. An Independent Director is not entitled to stock option of the Company.

EVALUATION OF PERFORMANCE OF BOARD COMMITTEE AND DIRECTORS

Performance evaluation of the Board as a whole the Committees of Directors and allindividual Directors including Independent Directors has been carried out for the yearunder review in accordance with the criteria framed pursuant to the provisions of theCompanies Act 2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Guidance Notes issued by SEBI.

Performance Evaluation of each individual director including independent director

A questionnaire containing performance evaluation criteria was circulated to eachDirector including Independent Directors. The Directors filled-up the questionnairepertaining to other Directors (except for himself/herself) and submitted the same to theChairman of the Board for review.

The Nomination and Remuneration Committee also carried out performance evaluation ofeach director of the Company for the year 2019-20. The evaluation of each director wasdone by all the other directors (other than the director being evaluated) in accordancewith the performance criteria suggested by the Committee and applicable SEBI GuidanceNote.

Performance Evaluation of the Board and Committees of Directors

The Board reviewed a questionnaire containing performance criteria for the Board andthe Committees of Directors. For the evaluation the Board took into considerationcomposition of the Board and Committees of Directors frequency of the meetingsattendance of each directors at the Board and respective Committee Meetings discharge ofkey functions and responsibilities prescribed under law effectiveness of corporategovernance practices in the Company integrity of the Company's accounting/auditing andfinancial reporting/control systems etc.

All the independent directors of your Company also had a separate meeting without theattendance of executive directors and management personnel and reviewed the performance ofthe Board of Directors as a whole the Chairman of the Board and the executivenon-independent directors during the year 2019-20. The independent directors have alsoreviewed the quality quantity and timeliness of flow of information between the Companymanagement and the directors that was necessary for the directors to effectively andreasonably perform their duties.

The results of the above performance evaluations are satisfactory and adequate and meetthe requirement of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directorsconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies Act 2013 read with Schedule IV of the Act and rules made thereunder aswell as Regulations 16(1)(b) of the Listing regulations. The Independent Directors alsoconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties. In the opinion of the Board the independent directors fulfilled the conditionsspecified in the above Act and Regulations and are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company conducts Familiarisation Programme for Independent Directors to enable themto understand their roles rights and responsibilities and proactively keeps them informedof the activities of the Company its management and operations and provides an overallindustry perspective as well as issues being faced by the industry. Company's policy onthe familiarisation program for the independent directors as well as details offamiliarisation programmes imparted during the year is available on the Company's websiteat www.marksanspharma.com.

COMMITTEES OF THE COMPANY

Currently the Company has five committees; The Audit Committee The Nomination andRemuneration Committee The Stakeholders' Relationship Committee The Corporate SocialResponsibility Committee and The Risk Management Committee. Details of the composition ofthese committees are given in the Corporate Governance Report section of this AnnualReport.

POLICIES AND CODES

Your Company always strives to promote and follow the highest level of ethicalstandards in all its business transactions. SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandated formulation of certain policies and codes for alllisted companies. All the policies adopted by your Company are available on the website atwww.marksanspharma.com. These policies and codes are reviewed periodically by theBoard and updated based on need and new compliance requirement. Key policies and codesthat have been adopted by the Company are as follows:

Name of the Policy and Code Brief Description
Code of Conduct for Directors & Employees The Code envisages directors and employees of the Company to observe in day to day operations of the Company
Code of Conduct to Regulate Monitor and Report Trading in Securities The Code provides framework for dealing with securities of the Company by directors and employees of the Company
Policy on Related Party Transactions The Policy regulates all transactions between the Company and its related parties
Corporate Social Responsibility (CSR) Policy The Policy outlines Company's strategy to bring about a positive impact on society
Whistle Blower Policy (Vigil Mechanism) The Policy provides for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's codes of conduct and ethics
Code of Practice and Procedure for Fair Disclosure of Unpublished Price Sensitive Information The Code envisages fair disclosure of events and occurrences that could impact price discovery in the market for the Company's securities.
Dividend Distribution Policy The Policy envisages criteria for distribution of dividend.
Nomination and Remuneration Policy Policy provided for criteria for appointment and remuneration of Directors and Employees of the Company.

DEPOSITS

During the year under review the Company has not accepted any deposit within themeaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules2014 and therefore there are no deposits which are outstanding as on the date of theBalance Sheet.

LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers)Rules 2014 are given in the notes to the Standalone Financial Statements of the Company.

RESEARCH AND DEVELOPMENT (R&D)

Your Company is committed to continuously fund its R&D capabilities. One of theCompany's biggest strength lies in vibrant and productive R&D function that hascontinuously placed your Company ahead through consistent development of niche technologyprocesses and products. Your Company will continue to invest in R&D to keep pace withthe changing domestic and global scenario.

Your Company has a Research & Development Centre at Navi Mumbai Maharashtra toforay into new segments respond to globally unmet therapeutic needs enhance theCompany's opportunity responsiveness and file a larger number of ANDAs.

REGULATORY COMPLIANCES

Your Company's facilities in UK and USA are approved by UK MHRA and US FDArespectively. The Goa facility has also gone through successful GMP audit by US FDA UKMHRA and Australian TGA Authorities.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo as required under section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this report asAnnexure - A.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate system of internal control and managementinformation systems which covers all financial and operating functions. These systems aredesigned in a manner which provides assurance with regard to maintenance of strictaccounting control optimum efficiency in operations and utilisation of resources as wellas financial reporting protection of Company's tangible and intangible assets andcompliance with policies applicable laws rules and regulations. Your Company has inplace a mechanism to identify assess monitor and mitigate various risks to key businessobjectives. The Audit Committee has a process for timely check for compliance with theoperating systems accounting procedures and policies. Major risks identified by theCompany are systematically addressed through mitigating action on continuing basis.

INFORMATION TECHNOLOGY

Your Company continues to make required investments in the Information Technology areato cope up with the growing information needs necessary to manage operations efficiently.Your Company has implemented state-of-the- art IT applications in automating the processesin Quality Manufacturing and R & D. Your Company has also invested significant amountof resources to build IT platform to derisk manufacturing process and to adopt bestpractices in the industry. The implementations spread across Lab automation instrumentintegration and manufacturing execution systems. Your Company's virtually every aspect ofthe business operations is carried out through SAP (Systems Applications and Products inData Processing) Enterprise Resource Planning.

HEALTH SAFETY & ENVIRONMENT

Your Company is committed to ensure Safety and sound Health of the employees at thework place. Your Company is also committed to strengthen pollution prevention and wastemanagement practices for a safe and healthy environment. The Company's Plants areenvironment regulations compliant.

RELATED PARTY TRANSACTIONS

Your Company has not entered into any transaction during the year with any relatedparties which are not at arm's length basis. Further your Company has not entered into anymaterial transaction with any related parties during the year.

All Related Party Transactions (with the subsidiaries) that were entered into duringthe financial year were in the ordinary course of business on arm's length basis andrepetitive in nature. These transactions were placed before the Audit Committee forinformation and entered in the Register maintained under Section 189 of the Companies Act2013. The Audit Committee has granted omnibus (ad hoc) approval for Related PartyTransactions as per the provisions and restrictions contained in the policy framed underRegulation 23 of the SEBI (LODR) Regulations 2015. Company's Policy on Related PartyTransactions is available on the Company's website www.marksanspharma. com.Particulars of related party transactions entered into during the FY 2019-20 have beendisclosed under Note No. 38 of the Notes to the Financial Statement.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has in place a Whistle Blower Policy to deal with instance of fraud andmismanagement if any. Under the policy an effective vigil mechanism for directors andemployees has been established to report their genuine concerns actual or suspected fraudor violation of the Company's codes of conduct. The details of establishment of theWhistle-Blower Policy have been disclosed on the website of the Company at www.marksanspharma.com.

The said mechanism also provides for adequate safeguards against victimisation of thepersons who use such mechanism and makes provision for direct access to the chairperson ofthe Audit Committee. During the financial year 2019-20 no employee of the Company wasdenied access to the Audit Committee and there were no instances of any unethicalbehavior actual or suspicious fraud or violation in the Company's operational policies.

RISK MANAGEMENT SYSTEM

Your directors are aware of the risks associated with the Company's business. YourCompany makes timely and regular analyses of various risks associated with the Company'sbusiness and takes corrective actions for managing/ mitigating the same. Your Company hasinstitutionalised the policy/process for identifying minimising and mitigating risksunder the supervision of the Risk Management Committee of the Company. The key risks andmitigation measures are also reviewed by the Audit Committee. There is no element of riskwhich in the opinion of the Board may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your company understands its responsibility towards the society community andenvironment and committed to spend sensibly to meet its CSR objectives.

Ministry of Health Government of Goa

Your company is contributing financial aid to the Ministry of Health Government of Goain its endeavour to fulfill its CSR objectives in the area of women and child developmentprofessionalising Anganwadis and national nutrition mission in Goa.

Your Company has also provided fire extinguishing equipments to the fire departmentGovernment of Goa.

Cherish Life India Foundation

Your company is contributing financial aid to Cherish Life India Foundation. CherishLife India Foundation is an NGO that provides medical treatment and comprehensive care forthe under privileged and marginalised sections of the society suffering from cancer andother blood disorders. Cherish Life India Foundation has partnered with a governmentmunicipal hospital Lokmanya Tilak Medical College and General Hospital (commonly known asSion Hospital) with a focus on Paediatric Haematology Oncology. Cherish Life IndiaFoundation has developed a 20 bedded Paediatric Haematology Oncology ward for providinghighest standards of care and treatment to the most needy children suffering from cancerfrom across the state of Maharashtra and other parts of the country.

Sri Sathya Sai Mobile Medicare Project

Your company is providing free medicines to Sri Sathya Sai Mobile Medicare Project. SriSathya sai Mobile Medicare Project with a fleet of over 50 mobile medical vans has beenproviding primary and preventive medical aid to the needy and backward segment of societytotally free of cost. Since inception nearly 55 lakhs patients spread over 27 districtsof Maharashtra and Goa have benefited immensely due to the quality healthcare provided tothem at their doorstep.

The particulars required to be disclosed pursuant to the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in Annexure - B annexed to this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Your Company is fully committed to uphold and maintain dignity of women working in theCompany and has zero tolerance towards any actions which may fall under the ambit ofsexual harassment at work place. The Company has in place a Prevention of SexualHarassment Policy in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal ComplaintsCommittees have been set up in compliance with provisions relating to the constitution ofInternal Complaints Committee under the said Act to redress complaints regarding sexualharassment at Mumbai office Goa plant and R & D Centre at Navi Mumbai. All employees(permanent contractual temporary trainees) are covered under this policy. During theyear under review the Company has not received any complaints related to sexualharassment at any of the locations and the necessary annual report has been submitted tothe competent authority in this regard.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no orders passed by the Regulators/Courts/ tribunal which would impact thegoing concern status of the Company and its future operations. During the year underreview securities of the Company were not suspended from trading in the stock exchangesin which they are listed.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of theCompany.

MATERIAL CHANGES & COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company between the end of the financial year of the Company to which the financialstatements relate and the date of this Report.

CORPORATE GOVERNANCE

Corporate Governance is an ethical business process to create and enhance value ofstakeholders and reputation of an organisation. Your directors function as trustee of theshareholders and ensure long term economic value for its stakeholders. Pursuant toSchedule V of SEBI (LODR) Regulations 2015 a detailed report on Corporate Governance anda certificate from the Auditors regarding compliance with the conditions of CorporateGovernance is annexed to this report as Annexure - C.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act 2013 andRule 12 (1) of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in Form MGT- 9 is annexed to this report as Annexure - D.

EMPLOYEES

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed to this report as Annexure - E.

The statement showing particulars of employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this report as Annexure -F.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The guiding principle of HR Policy at your Company is that the "IntellectualCapital" and dedication of employees will help the Company emerge as a successfulplayer in this highly competitive scenario.

The recruitment procedure ensures that people with talent and the right skill sets areselected. Nurturing of talent and a Performance Management System (PMS) is in place toensure that the coordinated efforts of our people lead to achievement of the BusinessGoals of the company.

Empowerment and a motivational package ensure that employees keep performing at peaklevels. The HR Policy is directed towards creating "Ownership of Goals" at eachlevel and synchronising the efforts of all employees to achieve the company's quality andbusiness goals.

Development of skills through mentoring and training by our seasoned professionalsensures that the talent pool keeps expanding. The Leadership Role played by our seniorprofessionals helps to keep the next rung of leadership ready to take up the challengesthrown up by the global market.

The management helps the process of decision making by decentralising and empoweringprofessionals to execute tasks in a speedy manner. The management fosters informationsharing and free exchange of ideas. Above all the sense of ownership and empowerment totake decisions helps the Company to adapt and be ahead of the competition in this rapidlychanging global environment.

The industrial relation at all the plant sites of your Company is cordial.

As on 31st March 2020 the Company's permanent employee strength was 790 (728 as on31st March 2019).

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsconfirm that:

• in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

• they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2020 and Profit of the Company for the period ended 31st March 2020;

• proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

• the annual accounts have been prepared on a going concern basis;

• proper internal finance controls were in place and that the financial controlswere adequate and were operating effectively;

• they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDIT & AUDITORS

Statutory Audit:

M/s. Bhuta Shah & Co. LLP Chartered Accountants (Firm Registration No. W100100)were appointed as Statutory Auditors of the Company at the 26th Annual General Meetingheld on Thursday 27th September 2018 for a term of five (5) years i.e. till theconclusion of the 31st Annual General Meeting of the Company.

The Auditor's reports for the financial year 2019-20 do not contain any qualificationreservation or adverse remark.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors has appointed Ms. Khushboo Chinal Shah a Practicing Company Secretary(Membership No. 29194 Certificate of Practice No. 10560) as Secretarial Auditor toundertake Secretarial Audit of the Company for the financial year 2019-20. The report ofthe Secretarial Auditor is annexed to this report as Annexure - G. There are noqualifications reservation or adverse remark made by the auditor in her report exceptthree observations which are self explanatory.

Cost Audit:

The Company has maintained the cost accounts and cost records as specified by theCentral Government under sub-section (1) of Section 148 of the Companies Act 2013.However your Company is a 100% export oriented unit and therefore it is exempted fromaudit of its cost accounting records.

Reporting of Frauds:

There was no instance of any fraud during the year under review which required theStatutory Auditors to report to the Audit Committee or the Board under Section 143(12) ofAct and Rules framed thereunder.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively.

APPRECIATION:

The directors place on record their appreciation for the contribution made by theemployees at all levels enabling the Company to achieve the performance during the yearunder review.

The directors also appreciate the valuable co-operation and continued support extendedby Company's Bankers Medical Professionals Business Associates and Investors who haveput their faith in the Company.

For and on behalf of the Board of Directors of Marksans Pharma Limited
Mark Saldanha
Mumbai Chairman & Managing Director
Dated: 4th August 2020 DIN: 00020983

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