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 31March 2020.
FINANCIAL SUMMARY AND THE STATE OF COMPANY'S AFFAIRS
The summary of Company's standalone financial performance for the year ended 31 March2020 is summarized below:
(Rs in Lacs)
|Particulars ||F.Y. ||F.Y. |
| ||2019-2020 ||2018-2019 |
|Sales and Other Income ||3212.65 ||3346.31 |
|Profit/ (Loss) before Interest Depreciation & Tax ||(1443.6) ||(1623.71) |
|Less: || || |
|Finance cost ||10995.57 ||9605.44 |
|Depreciation and Amortization ||1734.58 ||6911.93 |
|Deferred Tax expenses ||(2766.34) ||(3349.06) |
|Profit/(Loss) after Interest Depreciation & Tax ||(11407.01) ||(14790.43) |
|Items which will not be classified to statement of profit or loss after tax relating to these items ||(31.2) ||(25.07) |
|Total comprehensive income for the year ||(11438.19) ||(14815.51) |
Due to continuous losses the Board regrets its inability to recommend any dividend forthe year under review.
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.
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 toone time settlement proposal against outstanding dues.
As on the date of the report the Company has two (2) Indian subsidiaries namely: 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 FinancialStatements and hence not repeated for the sake of brevity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The office of directorship of Shri Vinod Kumar Gupta (DIN: 00039145) Managing Directorof the Company was vacated w.e.f. 27 February 2019 due to some legal technicalities inanother Company however Shri Vinod Kumar Gupta (DIN: 00039145) had resumed office asManaging Director of the Company w.e.f. 24 April 2019.
Further Mr. Vinod Kumar Gupta was also appointed as Chief Financial Officer of theCompany w.e.f. 23 April 2019.
In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Shri Anil Mittal (DIN: 00039133) Director of the Company is liable to retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
Shri Govind Das Garg (DIN: 00520067) was re-appointed as Whole-time Director of theCompany on 29 September 2017 for a period of 3 (three) years w.e.f. 1 January 2018 andhis tenure as Whole-time Director is expiring on 31 December 2020. The Nomination andRemuneration Committee and the Board of Directors of the Company recommended hisre-appointment at the meetings held on 24 August 2020 and 25 August 2020 respectivelyas Whole-time Director for a further period of 3 (three) years w.e.f. 1 January 2021 whois liable to retire by rotation.
Shri Manish Verma (DIN: 08168517) was appointed as an Independent Professional Directorfor his first term w.e.f. 29 June 2018 till 31 January 2021. The Nomination andRemuneration Committee and the Board of Directors of the Company recommended hisreappointment as an Independent Director of the Company who is not liable to retire byrotation at the Meeting of Committee and Board held on 24 August 2020 and 25 August2020 respectively for a second term of 5 (five) consecutive years. Relevant informationand the proposal for the same are included in the notice and explanatory statement formingpart of this Annual Report.
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) Regulation 2015.
During the year under review Mr. D.P. Khanna (DIN: 00041106) and Mr. D. K. Sinha(DIN:00366192) were reappointed for a second term of five consecutive years commenced from1 September 2019 and 1 October 2019 respectively. The Board is of the opinion that Mr.Khanna and Mr. Sinha posses the integrity relevant expertise and experience (Mr. D.P.Khanna and Mr. D.K . Sinha are exempted from online proficiency self-assessment test asprescribed by IICA).
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.
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 regulation forms an integral part to this Annual Report.
During the year under review the equity shares of the Company were suspended fortrading at both the Stock Exchanges i.e. Bombay Stock Exchange and National Stock Exchangedue to delay in payment of annual listing fees for the previous financial years. Thetrading in script is under suspension however the Company has paid the subject annuallisting fees and the Company has applied for revocation procedure and the same is underprocess. It is expected to get regularization of trading on exchanges soon.
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 accessed on the Company's weblinkhttp://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 statue. 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 Report to which Board hereby state that management is in continuous talks withbankers to settle the dues and the one time settlement proposal against these dues isalready been sanctioned by bankers for an aggregate amount of Rs. One Hundred and ThirtyFive Crores only.
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 forthe financial year ended 31 March 2020 is annexed herewith as Annexure-IIin Form MR-3 to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer except 1). Related to appointment of Chief Financial Officer as persection 203 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 of the Companies Act 2013 and Regulation 30 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and intimation thereof to which it is to benoted that Company has appointed Mr. Vinod Kumar Gupta as Chief Financial Officer of theCompany w.e.f. 23 April 2019 and informed the NSE in due time however the accidentalomission to submit intimation of such appointment to BSE was rectified by submission withdelay. 2). With respect to payment of annual listing fees and consequent suspension theCompany has paid full annual listing fees of NSE and BSE for financial year 2019-2020 on17 March 2020 therefore the demat account of Promoters and Promoter Group weredefreezed by the depositories on the direction of Exchange(s). However trading in thescript of the Company is still suspended due to other pending payments of NSE. The Companyis in process of revocation of suspension and have applied for the same and is hopeful toget the active status and regularization of the trading in its script on the exchanges atthe earliest.
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.
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 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 2020 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 2020 and of the loss of the Company for the financial year ended on 31 March2020;
(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 2020 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 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.
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 extract of Annual Return of the Company is annexed herewith as Annexure-Vto this Report and is also placed on the website of the Company i.e.http://www.pdindia.com alongwith annual report.
viii. The Board of Directors met 5 (five) times during the financial year 2019-2020.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. Further the corporate guarantee given for Parenteral Surgicals Limited a groupCompany also come to an end during the year under review and all the necessary compliancein this regard been complied with in accordance with the provisions of the Companies Act2013 and Rules made thereunder.
x. During the year under review the Company had no profits and therefore the Companydoes not propose to carry any amount to its reserves.
xi. 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.
xii. Neither the Managing Director nor the Whole-Time Director of the Company is inreceipt of any remuneration or commission from any of its subsidiaries.
xiii. 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.
xiv. The Company is not required to give any disclosure under the provisions ofsub-section (3) of section 67 of the Companies Act 2013.
xv. 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.
xvi. 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.
xvii. The Company has complied with Secretarial Standards applicable to it from time totime.
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: 25 August 2020 || |
| ||SD/- |
| ||Manohar Lal Gupta |
| ||Chairman |
| ||DIN: 00040784 |