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Parenteral Drugs (India) Ltd.

BSE: 524689 Sector: Health care
NSE: PDPL ISIN Code: INE904D01019
BSE 00:00 | 24 Jun 4.24 0.20
(4.95%)
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NSE 00:00 | 24 Jun 3.90 0.15
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HIGH

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OPEN 4.23
PREVIOUS CLOSE 4.04
VOLUME 9472
52-Week high 5.87
52-Week low 2.51
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.23
CLOSE 4.04
VOLUME 9472
52-Week high 5.87
52-Week low 2.51
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Parenteral Drugs (India) Ltd. (PDPL) - Director Report

Company director report

To

The Members of

Parenteral Drugs (India) Limited

The Directors of your Company are pleased to present the Board Report together with theannual audited financial statements of the

Company for the financial year ended on 31 March 2021.

FINANCIAL SUMMARY AND THE STATE OF COMPANY'S AFFAIRS

The summary of Company's standalone financial performance for the year ended 31 March2021 is summarized below:

Particulars F.Y. F.Y.
2020-2021 2019-2020
Sales and Other Income 1223.13 3212.66
Profit/ (Loss) before Interest Depreciation & Tax 1170.8 (1443.18)
Less:
Finance cost 12543.61 10995.57
Depreciation and Amortization 1732.65 1734.58
Deferred Tax expenses (3275.90) (2766.34)
Profit/(Loss) after Interest Depreciation & Tax (12171.14) (11406.99)
Items which will not be classified to statement of profit or loss after tax relating to these items 14.18 (31.2)
Total comprehensive income for the year (12156.96) (11438.19)

The Company has two subsidiary companies i.e Parenteral Biotech Limited and ParenteralImpex Limited. During the year under review Parenteral Biotech Limited has booked a lossof Rs.14759/- and Parenteral Impex Limited has not commence its operations yet.

DIVIDEND

Due to continuous losses the Board skip recommending any dividend for the year underreview.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of section 134 of the Companies Act 2013 andapplicable accounting standards the audited consolidated financial statements areprovided in this Annual Report.

CORPORATE REVAMPING

The management of the Company is in regular talks with the bankers for the sanction ofan appropriate revival package/scheme for the Company and the bankers have sanctioned onetime settlement proposal against outstanding dues.

SUBSIDIARY COMPANIES

As on the date of the report the Company has two (2) Indian subsidiary companiesnamely: 1. Parenteral Biotech Limited and 2. Parenteral Impex Limited

A report on the performance and financial position of each of the subsidiary Company asper the Companies Act 2013 is annexed as

AOC-1 to the Consolidated Financial Statements and hence not repeated for the sakeof brevity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Shri Govind Das Garg (DIN: 00520067) was re-appointed asWhole-time Director of the Company on 19 September 2020 for a period of 3 (three) yearsw.e.f. 1 January 2021.

Shri Anil Mittal (DIN: 00039133) who retired by rotation was reappointed as Director ofthe company at the annual general meeting held on 19 September 2020.

Shri Manish Verma (DIN: 08168517) was appointed as an Independent Professional Directorfor his second term w.e.f. 1 February 2021 till 31 January 2026.

In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Shri Govind Das Garg (DIN: 00520067) whole time Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of section 149 of the Companies Act 2013 and as per Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy are as follows:

The policy of the Company on directors' appointment including criteria for determiningqualifications positive attributes independence of a Director and a policy relating toremuneration of Directors Key Managerial Personnels and other employees provided undersection 178 of the Companies Act 2013 is in place. The remuneration policy is directedtowards rewarding performance based on review of achievements on a periodical basis. Theremuneration policy is in consonance with the existing industry practices.

The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Companies Act 2013 is available on the website of theCompany i.e. www.pdindia.com.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 isforming part of this Annual Report. The requisite certificates and declarations asstipulated under the aforesaid Regulations forms an integral part to this Annual Report.

The trading in equity shares of the Company was suspended from both the Stock Exchangesi.e. Bombay Stock Exchange and National Stock Exchange due to delay in payment of annuallisting fees for the previous financial year (s) and the year under review. However theCompany has paid the annual listing fees for earlier financial years and the Company hasalso applied for revocation procedure and the same is under process. During the year underreview the trading in shares of the Company was allowed on trade to trade basis only onfirst trading day of every week with effect from Monday March 01 2021.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party contracts / arrangements / transactions that were entered into by theCompany during the financial year under review were in the ordinary course of business andon arm's length basis. During the year the Company had entered into contracts /arrangements / transactions with Infutec Healthcare Limited Group Company which areconsidered as material related party transactions in accordance with the policy of theCompany on materiality of related party transactions. The details of material relatedparty transactions are mentioned in Form No. AOC-2 annexed herewith as Annexure-Ito this report. The Policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board may be assessed on the Company's weblink http://www.pdindia.com/docs/policyondealingwithrelatedpartytransactions.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedin Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is provided in a separate section which formspart of this Annual Report.

AUDITOR AND AUDITOR'S REPORT

M/s Singhal Jain & Co. Chartered Accountants Jaipur bearing Firm RegistrationNo. 013995C were appointed as the Statutory Auditors of the Company for a period of 5(five) consecutive years at 33 Annual General Meeting (AGM) of the Company held on 29September 2017 on a remuneration mutually agreed upon by the Board of directors and thestatutory auditors. Their appointment was subject to ratification by the members at everysubsequent AGM held after the AGM held on 29 September 2017 during the tenure of theirappointment. However pursuant to amendment in section 139 of the Companies Act 2013 videCompanies

Amendment Act 2017 effective from May 7 2018 the requirement of seekingratification of appointment of statutory auditors by the members has been withdrawn fromthe statute. Hence the resolution seeking ratification by the members for continuance fortheir appointment at this AGM is not being sought.

The report of the Statutory Auditors does not contain any qualification reservation oradverse remark or disclaimer and the same is self-explanatory and does not call for anyfurther comments from the Board except that irregular deposit of statutory dues and thelitigations w.r.t. taxes provided in CARO Report to which Board hereby state that Companyis in continuous efforts to clear out the dues and as stated in Audit Report itself theCompany has taken appropriate stand before respective authorities.

Further w.r.t. outstanding bank borrowings the fact and amount of default is stated inAuditor's Report to which Board hereby state that bankers have sanctioned one timesettlement scheme and management is trying its best endeavor to arrange funds for thepayment of settlement amount.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Archna Maheshwari & Co. Practicing CompanySecretaries to conduct Secretarial Audit of the

Company. The Secretarial Audit Report for the financial year ended 31 March 2021 isannexed herewith as Annexure-II in Form MR-3 to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer except related to non payment of annual listing fees of NSE and BSEfor financial year 2020-2021 to which management hereby states that due to COVID-19pandemic and consequent lockdowns the liquidity position of the Company is squeezedhowever the company will shortly pay due annual listing fees of NSE and BSE.

COST AUDITOR AND COST RECORDS

Pursuant to the provisions of section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the Company is neither required tomaintain such accounts and cost records as specified in section 148 (1) of the CompaniesAct 2013 nor to appoint a Cost Auditor for the financial year 2020-21 as the turnover ofthe Company is less than the threshold limit as specified for the pharmaceutical industryunder the Companies (Cost Records and Audit) Rules 2014.

RISK MANAGEMENT POLICY

The Risk Management Policy for the Company has been developed and implemented whichidentifies elements of risk which in the opinion of the Board may threaten the existenceof the Company.

DEPOSIT

The Company has not accepted deposits during the year under review. No amount hasremained unpaid or unclaimed as at the end of the year therefore there is no default inrepayment of deposits or payment of interest thereon during the year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO

Particulars pertaining to the Conservation of Energy Technology Absorption and ForeignExchange Earnings & Outgo as prescribed under section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed as Annexure-III andthe same is forming part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of sub-section (12) of section 197 of the Companies Act2013 read with Companies (Appointment and Remuneration of Key Managerial Personnel) Rules2014 there are no employees drawing remuneration in excess of the limits set out in thesaid rules. The other disclosures are annexed herewith as Annexure-IV tothis report.

A statement showing the names and particulars of the employees falling within thepurview of Rules 5(2) and 5(3) of the aforesaid Rules are provided in the Annual Report.The Annual Report is being sent to the members of the Company excluding the aforesaidinformation. Such particulars shall be made available to any member for information inaccordance with manner specified in Notice of ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134 of the Companies Act 2013 with respect tothe Directors' Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31 March 2021 theapplicable Indian Accounting Standards had been followed along with proper explanationrelating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made 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 ended on31 March 2021 and of the loss of the Company for the financial year ended on 31 March2021;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the directors had prepared the annual accounts for the financial year ended on 31March 2021 on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively;

(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and other applicable legalprovisions if any annual performance evaluation of Board was carried out by IndependentDirectors in their separate meeting. Further evaluation of the committees were carriedout by the the Board. The performance evaluation of all the Directors was carried outindividually by the Nomination and Remuneration Committee and in addition to itperformance evaluation of executive directors was also carried out by the IndependentDirectors at their separate meeting.

DISCLOSURES

i. There was no change in the nature of business of the Company during the year underreview.

ii. The composition of the Audit Committee of the Company is provided under CorporateGovernance Report forming part of this Annual Report. Further all the recommendationsmade by the Audit Committee were accepted by the Board.

iii. The details of establishment of Vigil Mechanism for directors and employees of theCompany are provided under Corporate Governance Report forming part of this Annual Report.

iv. There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of the Report.

v. There has been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future.

vi. The internal financial controls with reference to the financial statements of theCompany are adequate and commensurate to the size of the Company.

vii. The Annual Return of the Company is placed on the website of the Company i.e.http://www.pdindia.com/agm.html along with annual report.

viii. The Board of Directors met 4 (four) times during the financial year 2020-2021.The details of the date(s) on which the meetings were held are given in the CorporateGovernance Report forming part of this Annual Report.

ix. During the year under review the Company has neither given any guarantee orprovided any security in connection with a loan to any other body corporate or person norinvested any fund in the securities of any other body corporate or extended loan to anyCompany. During the year under review the Company had no profits and therefore theCompany does not propose to carry any amount to its reserves.

x. The provisions of section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 related to Corporate SocialResponsibility are not applicable as the Company does not meet the criteria specifiedtherein.

xi. Neither the Managing Director nor the Whole-Time Director of the Company is inreceipt of any remuneration or commission from any of its subsidiaries.

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

xiii. The Company is not required to give any disclosure under the provisions ofsub-section (3) of section 67 of the Companies Act 2013.

xiv. The Company has complied with provisions relating to the constitution of InternalCompliant Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there were no case of sexual harassment reportedin the last financial year.

xv. All the amount of unclaimed dividend and the respective shares have already beentransferred in the preceding financial years to Investor Education and Protection Fund(IEPF). The shareholders whose unpaid and unclaimed divided and/or have been transferredto IEPF can claim the same in the prescribed form.

xvi. The valuation was done by the Bank through its own systems and proceduresinvolving its empanelled experts and the outcome was not shared with the company andtherefore the valuation on the basis of which OTS was sanctioned by the Bank is notwithin the knowledge of the Company.

xvii. During the year under review there were 3 cases pending under the Insolvency andBankruptcy Code 2016 (1) M/s. Ketan Pharma V/s. Parenteral Drugs (India) Limited: case issettled by the Company and now is listed for withdrawal by the Applicant. (2) Hetero DrugsLimited V/s. Parenteral Drugs (India) Limited: Court has recalled the ex-parte judgementand decree dated 08th February 2019 relating to application under Section 9 of IB Codehence Company has filed an application to dismiss the Company petition filed by applicantbeing not maintainable on 20th August 2021 (3) Punjab National Bank V/s. Parenteral Drugs(India) Limited : Punjab National Bank has issued One Time Settlement letter and theCompany is in process of compliance of terms of OTS.

xviii. The Company has complied with Secretarial Standards applicable to it from timeto time.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from Bankers Government authorities customers andvendors during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services of executives staff and workers ofthe Company.

Place: Indore For and on behalf of the Board
Date: 26 August 2021 SD/-
Manohar Lal Gupta
Chairman
DIN: 00040784

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