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Par Drugs & Chemicals Ltd.

BSE: 535341 Sector: Health care
NSE: PAR ISIN Code: INE04LG01015
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Par Drugs & Chemicals Ltd. (PAR) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the Twenty Second (22nd) AnnualReport on the business and operations of the Company together with the Audited FinancialStatements of your Company for the financial Year ended March 31st 2021.

The Director Report is prepared based on the standalone financial statements of thecompany and the

Report on the performance and financial position of the Company.

1. FINANCIAL RESULTS:

(Amount in Rs.)
Particulars For the Year ended 31st March2021 For the Year ended 31st March2020
Revenue from Operations 607513047 558486873
Other Income 1893568 985557
Total Revenue 609406615 559472431
Less: Total Expenses (excluding Depreciation) 453808505 471938694
Profit Before Depreciation &Tax 155598110 87533737
Less: Depreciation 28193951 27615126
Profit before extraordinary items and tax 127404159 59918611
Less: Extraordinary Items -19857025 0
Profit before tax 147261183 59918611
Less:(i) Current Tax 33610000 10000000
(ii)Deferred Tax -2460934 2268830
Net Profit/(Loss) For The Year 116112117 47649781
EPS (Basic & Diluted) 18.87 7.75

2. Performance Review

1. The Company is engaged in the Manufacturing business of Active Pharma Ingredients("APIs") and Fine Chemicals. Our product portfolio presently comprises 18 APIsand 10 Fine Chemical which are marketed domestically and exported.

2. The highlights of the Company's performance are as under:-

Revenue from operations is increased toRs. 607513047/- during the current yearcompared to previous year of Rs. 558486873/- i.e. the variation in the current year isapprox 9 %.

Net Profit after tax for the current year increased substantially to Rs.116112117/-compared to the previous year of Rs. 47649857/- i.e. variation in thecurrent year is approx144% .

Earnings per share increased to Rs. 18.87 per share as compared to Rs. 7.75 pershare during the previous year i.e. variation in the current year is approx 144%.

For Fiscal 2021 our domestic and international operations accounted for 84% and16% respectively of our total sales.

In June 2021 we have started a set of new production line-up i.e. one newmanufacturing block which increases production capacity within the existing productportfolio i.e. same as per our existing product portfolio and market. More preciselyThere are four Manufacturing Blocks at Bhavnagar which are for different products having acapacity of approx 9700 MTPA. Block 1 APIs Block 2 - Magnesium Hydroxide Block 3 - FineChemicals and Block 4 APIs/ Fine Chemicals.

The Company is making all out efforts for presenting better& better results. TheCompany is also redefining its marketing strategies so as to capture increased marketshare. Looking to the volatile market conditions the Company management needs to be muchalert all the times to have better business prospects and profitability.

3. IMPACT OF COVID-19:

Due to outbreak of COVID-19 globally and in India the Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCOVID-19. This global pandemic significantly affects social and economic activitiesworldwide and as a result the same could affect the operation of the company in terms ofimpacting supply chain industrial stock demand price of materials and availability ofemployees/workers. At the date of approval of the financial statements the company hasevaluated the impact of COVID-19 on its business operation and based on its review thereis no significant impact on its financial results.

4. MARKET PRICE DATA:

Our Company listed on NSE Emerge Platform having Symbol "PAR" ISIN:INE04LG01015. The following table shows High Low during the respective month and numberof equity shares traded during each month in the FY 2020-21 on NSE-Emerge*;

Month High (Rs.) Low (Rs.) Volume No of Trades
April-2020 39.2 27.5 46000 23
May-2020 34.75 34 6000 3
June-2020 49 33 96000 48
July-2020 52.75 45.5 164000 82
August-2020 50.7 44.25 76000 36
September-2020 50.5 47.15 30000 15
October-2020 64.9 49 298000 146
November-2020 74.8 67 178000 86
December-2020 74.35 60.25 160000 74
January-2021 71.95 62.4 118000 56
February-2021 84.9 64 208000 98
March-2021 123.8 82.3 182000 88

*Reference: Historical data available on www.nseindia.com

5. CHANGE IN THE BUSINESS OF THE COMPANY:

Company is engaged in manufacturing business of Active Pharma Ingredients("APIs") and Fine

Chemicals and there is no change in the nature of business of the company occurredduring the year.

6. DIVIDEND:

Your directors don't recommend any dividend for the year under review as company hadalready issued Bonus Shares in the proportion of 1:1 i.e. 1 (One) New Equity Share of thenominal value of Rs. 10/- (Rupees Ten only) each for every 1 (One) existing fully paid-upEquity Share of Rs. 10/- (Rupees Ten only) each. The said Bonus equity shares wereallotted on 30th April 2021.

7. TRANSFER TO RESERVE:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013 the company hasnot proposed

to transfer any amount to general reserves account of the company during the year underreview.

Further there are no changes in Capital Reserve. During the year an amount of Rs.116112117/- transferred to the Surplus in the Statement of Profit & Loss whereasearlier income tax liability amounting to Rs. 112038/-utilized from the same.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report are as under:

Pursuant to resolution passed in the Extra-ordinary General Meeting of the companyheld on 15th April 2021 Authorised Share Capital of the company increased from Rs.87500000/- (Rupees Eight Crore Seventy Five Lacs Only) divided into 8750000 (EightySeven Lacs Fifty Thousands) Equity shares of Rs. 10/- (Rupees Ten Only) each to Rs.125000000/- (Rupees Twelve Crores Fifty Lacs

Only) divided into 12500000 (One Crore Twenty Five Lac) Equity shares of Rs. 10 /-(Rupees Ten only) each by creation of additional 3750000 (Thirty Seven Lacs FiftyThousands) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari-passu in allrespect with the existing Equity Shares of the Company.

Pursuant to resolution passed in the Extra-ordinary General Meeting of the companyheld on 15th April 2021 Company issued Bonus Equity Shares out of securities premiumaccount of the Company available based on Audited Financials of the Company for the yearended on March 31 2020 in the proportion of 1:1 i.e. 1 (One) New Equity Share of thenominal value of Rs .10/- (Rupees Ten only) each for every 1 (One) existing fully paid-upEquity Share of Rs. 10/- (Rupees Ten only) each. The said Bonus equity shares wereallotted on 30th April 2021.

Registered office of the company was shifted from 805 Dwarkesh Complex R.C. DuttRoad Alkapuri Vadodara-390007 Gujarat to 815 Nilamber Triumph Gotri Vasna RoadVadodara- 390007 Gujarat

India w.e.f. 6 th Day of May 2021.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2021 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

The Board has adopted the observation given by internal auditor of the Company that themanual system of records shall be replaced with the computerized system so as to assessthe movement of the inventories at each level and its reports on day to day basis and thevaluation of inventory system shall be replaced from the last purchase cost of rawmaterials to the moving weighted average.

Further the Board has adopted procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The Management of the Companyand internal auditor checks and verifies the internal control and monitors them inaccordance with.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS AND

TRIBUNALS:

As there are no any significant and material orders were passed by any regulatorsand/or courts and tribunals during the year under review which may have the impact on thegoing concern status and company's operations in future.

11. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture or Associate Company.

12. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 and 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014 as amended from time to time during the year under review.

13. AUDITORS & AUDITORS' REPORT:

Statutory Auditors:

M/s. V Dhamsania & Associates Chartered Accountants (FRN: 132499W) StatutoryAuditors of the company holds the office up to the this forthcoming Annual General Meetingof the company and are recommended for re-appointment as Statutory Auditors of the companytill the conclusion of the next Annual General Meeting of the Company to be held for theF.Y. 2021-22 at such remuneration including out of pocket expenses and other expenses asmay be mutually agreed by and between the Board of Directors and the Auditor.

As required under the provisions of Section 139 of the Companies Act 2013 company hasobtained confirmation from M/s. V Dhamsania& Associates that their appointment ifmade would be in conformity with the limits specified in the said Section.

Board's comment on the Auditors' Report:

Audit report to the Shareholders does not contain any qualification reservation oradverse remarks. The observations of the Statutory Auditors when read together with therelevant notes to the accounts and accounting policies are self-explanatory and does notcall for any further comment.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act 2013 Board of Directorshad appointed M/s. DG Patel & Associates Practicing Company Secretaries (C.P. No.:13774) as Secretarial Auditor to conduct Secretarial Audit of the Company for FinancialYear 2020-21.

Secretarial Auditor's Report:

The Secretarial Audit Report for the financial year ended 31st March 2021 isself-explanatory and does

not call for any further comments.

There is no qualification reservations or adverse remarks made by the SecretarialAuditor.

The Secretarial Audit Report for the financial year ended 31st March 2021 is annexedherewith as

Annexure I to this report.

Internal Auditor:

As per Section 138 of Companies Act 2013 every Listed Company is required to appointan Internal

Auditor or a firm of Internal Auditors.

During the year under review M/s Siddhpura & Co. Chartered Accountants wasappointed as Internal Auditors to conduct internal audit as per agreed scope of workspursuant to the provision of section 138 of Companies Act 2013 read with Companies(Accounts) Rules 2014.

GST Auditor:

The Board of directors had appointed M/s. V Dhamsania & Associates as GST Auditorsof the Company

for financial year 2020-21 & 2021-22.

14 . DETAILS OF FRAUD REPORTING BY AUDITOR:

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not

reported any incident of fraud.

15. MAINTENANCE OF COST RECORDS & COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is required by the Company and accordinglysuch accounts and records are made and maintained. Requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 is not applicable to thecompany.

16 . DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

16.1 Composition of Board of Directors:

The Board of Directors of Company is a balanced one with an optimum mix of Executiveand Non

Executive Directors. The Board of the Company is headed by an Executive Chairman.

As on 31st March 2021 the Board of Company consists of following Directors:

Sr. Name of Director & No. DIN Category Age in Years No. of Directorship in other companies No. of membership &Chairmanship of committees in other Public Limited Company
1. Mr. Falgun Vallabhbhai Savani DIN: 00198236 Chairman and Managing Director (Promoter) 46 NIL NIL
2. Mr. Jignesh Vallabhbhai Savani DIN: 00198203 CEO and Executive Director(Promoter) 43 NIL NIL
3. Mr. Ghanshayambhai Bhagvanbhai Savani DIN: 03055941 Whole Time Director (Promoter Group) 51 NIL NIL
4. Mrs. Shilpa Falgunbhai Savani* DIN: 00198250 Non- Executive Director (Promoter Group) 42 NIL NIL
5. Mrs. Nayna Jignesh Savani DIN: 00198189 Non- Executive Director (Promoter Group) 42 NIL NIL
6. Mr. Pravin Manjibhai Bhayani DIN: 08332851 Non- Executive Independent Director 48 NIL NIL
7. Mrs. Krishna Mitulbhai Shah DIN: 08317678 Non- Executive Independent Director 42 NIL NIL
8. Mrs. Kajal Chintanbhai Vaghani DIN: 08317641 Non- Executive Independent Director 41 NIL NIL
9. Bintal Bhaveshkumar Shah** DIN: 08893054 Non- Executive Additional Independent Director 45 NIL NIL

* resigned w.e.f. 24th August 2021

** appointed w.e.f. 28th September 2020

Notes:

(i) Chairmanship/Membership of Committee only includes Audit Committee andStakeholders' Relationships Committee in Indian Public Limited companies other than ParDrugs and Chemicals Limited. Members of the Board of the Company do not have membership ofmore than ten Board-level Committees or Chairperson of more than five such Committees.(ii) None of the directors are related to each other except Mr. Falgun Vallabhbhai SavaniMrs. Shilpa Falgunbhai Savani Mr. Jignesh Vallabhbhai Savani Mrs. Nayna Jignesh SavaniMr. Ghanshayambhai Bhagvanbhai Savani are related to each other. (iii) Details ofDirector(s) retiring or being re-appointed are given in notice to Annual General Meeting.(iv) Brief profiles of each of the above Directors are given in the beginning of thereport.

16.2 Key Managerial Personnel (KMP):

As on 31st March 2021 Mr. Falgun Vallabhbhai Savani Chairman & ManagingDirector; Mr. Ghanshayambhai Bhagvanbhai Savani Whole-time Director; Mr. JigneshVallabhbhai Savani Chief Executive Officer; Mr. Chintan Pratapbhai Chauhan ChiefFinancial Officer and Mr. Sanket Bhupendrabhai Trivedi Company Secretary and ComplianceOfficer of the Company are the Key Managerial Personnel as per the provisions of theCompanies Act2013. There is no change in Key Managerial Personnel during the year underreview.

16.3 Directors retiring by rotation and seeking appointment/re-appointment:

In terms of section 152 of the Companies Act 2013 Mrs. Nayna Jignesh SavaniNon-Executive Director (DIN: 00198189) who retires by rotation and being eligibleoffers herself for re-appointment. Based on the performance evaluation and recommendationof the nomination and remuneration committee the Board recommends her reappointment.

Mrs. Bintal Bhaveshkumar Shah (DIN: 08893054) was appointed as an AdditionalIndependent Director w.e.f. 28th Day of September 2020 and holds the office upto the dateof ensuing Annual General Meeting of the company. Based on the performance evaluation andrecommendation of the nomination and remuneration committee Board recommends toregularize and appoint her as an Independent Director of the company in the ensuing AnnualGeneral Meeting of the company for a term of 5 years from 28th Day of September 2020to 27th September 2025 without being liable to retire by rotation.

In the opinion of the Board Mrs. Bintal Bhaveshkumar Shah fulfills the conditionsspecified in the Companies Act 2013 and rules made thereunder and LODR for herappointment as an Independent Director of the Company and that the proposed director isindependent of the management.

A brief resume of Directors retiring by rotation and appointed/re-appointed along withthe nature of expertise shareholding in the Company and other details as stipulated underRegulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended as an Annexure A to the Notice of the ensuing Annual GeneralMeeting.

16.4 Meetings of Board of Directors:

Details of the Board Meetings held during the Financial Year ended 31stMarch 2021 areas under. The

intervening gap between the Meetings was within the period prescribed under CompaniesAct 2013.

Meeting No. Date of Board Meeting Total no. of Directors No. of Directors present
1/2020-21 01-06-2020 8 8
2/2020-21 15-06-2020 8 7
3/2020-21 05-08-2020 8 7
4/2020-21 28-09-2020 8 7
5/2020-21 29-10-2020 9 8
6/2020-21 04-02-2021 9 7
7/2020-21 18-03-2021 9 7

The names of members of the Board and their attendance at the Board Meetings are asunder:

Name of the Directors Number of Meetings which Director was entitled to attend Number of Board Meetings attended during the F.Y. 2020-21
Mr. Falgun Vallabhbhai Savani 7 7
Mr. Jignesh Vallabhbhai Savani 7 7
Mr. Ghanshayambhai Bhagvanbhai Savani 7 7
Mrs. Shilpa Falgunbhai Savani 7 5
Mrs. Nayna Jignesh Savani 7 7
Mrs. Krishna Mitulbhai Shah 7 6
Mrs. Kajal Chintanbhai Vaghani 7 1
Mr. Pravin Manjibhai Bhayani 7 7
Mrs. Bintal Bhaveshkumar Shah 3 3

16.5 Board Committees and their Meetings:

1. Audit Committee:

The Audit Committee comprises of four members with three Independent Directors and one

Executive Director as on 31st March 2021.

The Composition of the Committee as on March 31 2021 and its attendance for meetingsheld

during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 6/6
Mrs. Kajal Chintanbhai Vaghani Non-Executive & Independent Director Member 5/6
Falgun Vallabhbhai Savani Chairman & Managing Director Member 6/6
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 5/6
Meeting No. Date of Audit Committee Meeting Total no. of Member No. of Member present
1/AC/2020-21 30-05-2020 4 3
2/AC/2020-21 05-08-2020 4 3
3/AC/2020-21 28-09-2020 4 3
4/AC/2020-21 29-10-2020 4 3
5/AC/2020-21 04-02-2021 4 3
6/AC/2020-21 18-03-2021 4 3

The Chairman of the Committee has attended the last Annual General Meeting of theCompany held on

21st July 2020.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three members with twoIndependent

Directors and one Non-executive Director as on 31st March 2021.

The Committee met two times during the year i.e. 30/05/2021 and 28/09/2021. TheComposition of the Committee as on March 31 2021 and its attendance for meetings heldduring the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 2/2
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 2/2
Mrs. Nayna J. Savani Non-Executive Director Member 2/2

3. Stakeholder's Relationship Committee:

Company has constituted a Stakeholders Relationship Committee to redress complaints ofthe shareholders. The Stakeholder's Relationship Committee comprises of three members withtwo Independent Directors and one Non-executive Director as on 31st March 2021.

The Committee met two times during the year i.e. on 30/05/2021 and 18/03/2021. TheComposition of the Committee as on March 31 2021 and its attendance for meetings heldduring the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 2/2
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 2/2
Mr. Jignesh V. Savani Executive Director & CEO Member 2/2

4. CSR Committee:

The board of directors have formulated the CSR Committee on January 23 2020 in orderto take corporate initiative to assess and take responsibility for the company's effectson the environment and impact on social welfare.

The CSR Committee comprises of three members with two Independent Directors and oneNon-executive

Director as on March 31 2021.

The Committee met three times during the year i.e. on 30/05/2020 29/10/2020 and04/02/2021. The Composition of the Committee as on March 31 2021 and its attendance formeetings held during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 3/3
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 3/3
Mr. Nayna J. Savani Non-Executive Director Member 3/3

5. Independent Director Meeting:

One Meeting of Independent Directors held on 17/03/2021 during the year under reviewand

attendance for meetings held during the year is set out below:

Name of Member Category Status No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman 1/1
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member 1/1
Mrs. Kajal Chintanbhai Vaghani Non-Executive & Independent Director Member 1/1
Mrs. Bintal Bhaveshkumar Shah Non-Executive & Additional Independent Director Member 1/1

16.6 Details of Remuneration paid to Directors/KMPs:

Name of Director/KMP Designation Remuneration p.a. (in Rs.)
Mr. Falgun Vallabhbhai Savani Chairman & Managing Director 4300008
Mr. Jignesh Vallabhbhai Savani CEO and Executive Director 4300008
Mr. Ghanshayambhai Bhagvanbhai Savani Whole-time Director 4300008
Mrs. Shilpa Falgunbhai Savani Non- Executive Director 5000*
Mrs. Nayna Jignesh Savani Non- Executive Director 12000*
Mrs. Krishna Mitulbhai Shah Non- Executive Independent Director 20000*
Mrs. Kajal Chintanbhai Vaghani Non- Executive Independent Director 2000*
Mr. Pravin Manjibhai Bhayani Non- Executive Independent Director 21000*
Mrs. Bintal Bhaveshkumar Shah Non- Executive Additional Independent Director 4000*
Mr. Sanket Bhupendrabhai Trivedi Company Secretary & Compliance Officer 439962
Mr. Chintan Pratapbhai Chauhan CFO 441291

*Sitting Fees

16.7 Policy on appointment and remuneration to Directors KMP & Senior ManagementPersonnel:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Company's policy on Directors' appointment and remuneration and othermatters provided in Section 178(3) of the Companies Act 2013 is available on the websiteof the company www.pardrugs.com.

16.8 Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the

Company which is posted on the website of the Company www.pardrugs.com.

16.9 Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulations 2015 the Company has devisedthe Code of Conduct to regulate monitor and report trading in Company's securities bypersons having access to unpublished price sensitive information of the Company. TheCompany Secretary is the Compliance Officer for the purpose of this code.

16.10 Familiarization Programme for Independent Director:

The Independent Directors are very enthusiastic to get involved in the activity of theCompany and on continuous basis they are in constant touch with the executive directors ofthe Company and also they have taken part in the activity like to visit Company's plantswhere plant heads appraise them of the operational and sustainability aspects of theplants to enable them to have full understanding on the activities of the Company andinitiatives taken on safety quality CSR Sustainability etc. Further detailed programmeis available on the website of the company www.pardrugs.com.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration andCompliance Committees.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirmingthat they meet

criteria of independence as prescribed under Section 149(6) of the Companies Act 2013and under

Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Pursuant to Ministry of Corporate Affairs Notification dated October22 2019 all the Independent Directors of the Company have already registered themselveson IICA.

19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTU/S 186 OF THE COMPANIES ACT 2013:

During the reporting period your Company has not granted any loans guarantees or madeinvestments or provided securities in violation of Section 186 of the Companies Act 2013and rules thereof. Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements forming part of this annual report.

20 . EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No.MGT-9 as required under Section 92 ofthe Companies Act 2013 for the financial year ending March 31 2021 is annexed hereto as Annexure- II and forms part of this report.

The Annual return of the Company for FY 2019-20 has been placed on the website of theCompany and available at www.pardrugs.com. The Company will also place annual return inForm No MGT-7 for FY 2020-21 on completion of ensuing annual general meeting ofshareholders of the Company.

21. SHARE CAPITAL:

Authorized Share Capital:

The authorized share capital of the Company was increased from Rs. 87500000consisting of 8750000 Equity Shares of Rs. 10/-each to Rs. 125000000/- divided into12500000 Equity Shares ofRs. 10/- each vide resolution passed in the Extra-ordinaryGeneral Meeting of the company held on 15th April 2021.

Paid up Share Capital:

As on 31st March 2021 Paid up Share Capital of the company wasRs. 61523180/-(Rupees Six Crores Fifteen Lakhs Twenty Three Thousands One Hundred and Eighty Only)divided into 6152318Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Pursuant to resolution passed in the Extra-ordinary General Meeting of the company heldon 15th April 2021 Company issued Bonus Equity Shares out of securities premium accountof the Company available based on Audited Financials of the Company for the year ended onMarch 31 2020 in the proportion of 1:1 i.e. 1 (One) New Equity Share of the nominal valueof Rs. 10/- (Rupees Ten only) each for every 1 (One) existing fully paid-up Equity Shareof Rs. 10/-(Rupees Ten only) each. The said Bonus equity shares were allotted on 30thApril 2021.

At present paid-up equity share capital is Rs. 123046360/- consisting of 12304636equity shares ofRs.

10/- each.

Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

Pursuant to resolution passed in the Extra-ordinary General Meeting of the company heldon 15th April 2021 Company issued Bonus Equity Shares out of securities premium accountof the Company available based on Audited Financials of the Company for the year ended onMarch 31 2020 in the proportion of 1:1 i.e. 1 (One) New Equity Share of the nominal valueof Rs. 10/- (Rupees Ten only) each for every 1 (One) existing fully paid-up Equity Shareof Rs. 10/-(Rupees Ten only) each. The said Bonus equity shares were allotted on 30thApril 2021.

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

22 . DEMATERIALISATION OF SHARES:

100% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2021.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties during the year underreview under Section 188 of the Companies Act 2013 and hence disclosure in the Form AOC-2is not applicable. Further the disclosure of transactions with related party for theyear as per Accounting Standard-18 Related Party Disclosures is given in Note no. 32 tothe Balance Sheet as on 31st March 2021.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its relatedparties in compliance with the applicable provisions of the Companies Act 2013 the rulesmade thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation2015. This policy was considered and approved by the Board and has been uploaded on thewebsite of the Company at www.pardrugs.com.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:

A. Conservation of Energy& Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have beenfurnished considering the nature of activities undertaken by the company during the yearunder review is annexed hereto as Annexure III and forms part of this report.

B. Foreign Exchange earnings and Outgo:

Foreign Earnings: Rs. 97055606 /-

Foreign Outgo: Rs. 9420676/-

25. PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company were in receipt ofremuneration exceeding Rs. 10200000/- p.a. if employed throughout the year or Rs.850000/- p.m. if employed for part of the year. Further statement containingparticulars of employees under Section 19 7(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is as under.

Name of Director Remuneration Ratio of Remuneration of director to median remuneration of employee % Increase/Decrease
Mr. Falgun Vallabhbhai Savani 4300008/- 24.44:1 Not Applicable
Mr. Jignesh Vallabhbhai Savani 4300008/- 24.44:1 Not Applicable
Mr. Ghanshayambhai Bhagvanbhai Savani 4300008/- 24.44:1 Not Applicable
Total 12900024/-

Note: Independent Director and other Non-executive director are entitled to sittingfees as mentioned in

point no. 16.6 above.

1. Median remuneration of employee during the year of the company is 175932.00/-

2. The Company is hereby affirmed that the remuneration is as per remuneration policyof the Company.

26. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited risks are measured estimated and controlled withthe objective to mitigate adverse impact. Your company's fundamental approach to riskmanagement includes to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. The Company has adopted a risk management policy which inter alia sets out ourapproach towards risk assessment risk management and risk monitoring which isperiodically reviewed by the Board. The said policy is available atwww.pardrugs.com.

27. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure IV of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. For other details regarding the CSR Committeeplease refer to the said Report which is a part of this report. CSR Policy is availableon the Company's website on www.pardrugs.com

28. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.pardrugs.com.

29. HUMAN RESOURCES:

During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals.

30. CORPORATE GOVERNANCE:

Your company is committed to good Corporate Governance and has taken adequate steps toensure that the requirements of Corporate Governance SEBI (LODR) Regulations 2015 arecomplied with. The Corporate Governance Report with the Auditors' Certificate thereon andManagement Discussion and Analysis Report are attached which forms part of this reportAnnexure V.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the

Management Discussion and Analysis Report is enclosed as a part of this report.

32 . PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. InternalComplaint Committee is set up to redress complaints received regularly. There were nocomplaints received and reported under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

33. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany confirms that- a) In the preparation of the annual accounts the applicableaccounting standards had been followed alongwith proper explanation relating to materialdepartures; b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; c) The Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) The Directors had preparedthe annual accounts on a 'going concern' basis; e) the directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively and f) The Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystem are adequate and operating effectively.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

The company has complied with the applicable Secretarial Standards issued time to timeby the Institute

of Company Secretaries of India.

35. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance andcooperation

received from the banks Government authorities customers vendors and members duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the

committed services by the Company's executives staff and workers.

For & On Behalf of Board of Directors

PAR DRUGS AND CHEMICALS LIMITED

Date: 24th August 2021
Place: Vadodara Sd/- Sd/-
(Falgun V. Savani) (Jignesh V. Savani)
Chairman & Managing Director Director & CEO
(DIN: 00198236) (DIN: 00198203)

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