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Phaarmasia Ltd.

BSE: 523620 Sector: Health care
NSE: N.A. ISIN Code: INE486I01016
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NSE 05:30 | 01 Jan Phaarmasia Ltd
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VOLUME 346
52-Week high 40.00
52-Week low 20.20
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 22.10
CLOSE 23.25
VOLUME 346
52-Week high 40.00
52-Week low 20.20
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phaarmasia Ltd. (PHAARMASIA) - Director Report

Company director report

Dear Members

Your directors present their 40th Annual Report on the business andoperations of theCompany and the accounts for the financial year ended March 31 2021.

1. Financial summary or highlights/Performance of the Company

The performance of the Company during the year ended 31st March 2021 hasbeen as under:

(Amounts in Rupees)

Particulars 2020-21 2019-20
Gross Income 2078.88 2503.13
Operating profit before Financial Charges &
139.64
Depreciation 83.16
Financial Charges 1.17 3.68
Profit Before Interest and Depreciation 82.99 135.96
Provision for Depreciation 34.12 39.89
Net Profit Before Tax 47.87 96.07
Provision for Tax 18.47 26.57
Deferred Tax for the Current Year (1.80) 15.52
Net Profit After Tax 31.20 53.98
Other comprehensive income 6.77 5.22
Dividend (including tax on Dividend) 0 0
Balance of profit brought forward 24.42 59.20

2. Brief description of the company s working during the year/state of company saffairs

During the year under review the gross revenue of the Company decreased to Rs. 2078Lakhs as compared to Rs. 2503.14 Lakhs in the previous year. Profit after tax for the yeardecreased to Rs. 31.20 Lakhs as compared to Rs. 53.98 Lakhs in the previous year.

3. Change in the nature of business if any

There is no change in the nature of business during the year

4. Material changes and commitments

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which the financialstatements relate and the date of this report except the impact of the COVID-19 pandemic.

5. Future Outlook

The company has witnessed a decrease in the overall revenue due to the impact of thepandemic and resultant lockdown. However you Board expects a healthy overall growthduring the coming financial years.

6. Dividend

Since the Company is incurring losses the board of directors has not recommended anydividend for the current financial year.

7. Transfer to reserve

The Company does not propose to transfer any amount to the general reserve for thefinancial year ended 31st March 2021.

8. Share Capital

During the year the Company has not allotted any shares.

The authorised capital of the company stands unchanged from previous year at Rs.100000000/- (Rupees Ten Crores only).

The Issued Subscribed and Paid-up Capital of the Company as on March 31 2021 isRs.68269600/- (Rupees Six Crores Eighty-Two Lakhs Sixty-Nine Thousand and Six Hundred)divided into 6826960 equity shares of Rs.10/- (Rupees Ten) each .

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Companies Act 2013 read with Rule 4(4) ofthe Companies (Share Capital and Debenture) Rules 2014 is furnished.

9. Directors and Key Managerial Personnel as on 31st March 2021 anddetails of change in Directors and Key Managerial Personnel

Your directors believe that the Board must consciously create a culture of leadershipto provide a long-term vision and policy approach to improve the quality of governance.The Board s actions and decisions are aligned with the Company s best interests.

The company has maintained an optimum combination of Executive and Non-ExecutiveDirectors. The composition of the Board Category DIN of Directors are as follows:

Board of Directors:

S.No. Name of the Director Designation DIN
1. Mr. Maneesh Ramakant Sapte Managing Director 00020450
2. Mr. Yallapragada Naga Bhaskar Rao Whole-time Director 00019052
3. Mr. Vinay Ramakant Sapte Director 00135085
4. Mrs. Rashmi Vinay Sapte Director 00334247
5. Mr. Pravin M. Hegde Independent Director 01404954
6. Mr. Ajit Gopal Jamkhandikar Independent Director 08196191

Key Managerial Personnel (KMP)

1. Mr. Eswara Vara Prasad Rao Nagineni - Chief Financial Officer
2. Ms. Urvashi Bhatia - Company Secretary

Further approval of the shareholders is being sought for re-appointment of Mr. VinayRamakant Sapte (holding DIN: 00135085) Director who retires by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.

10. Directors Responsibility Statement

Pursuant to the requirement of Section 134 in the Companies Act 2013 the Board ofDirectors of the company make the following statements to the best of their knowledge andbelief and according to the information and explanations obtained by them:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of theprofit/loss of the company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and operating effectively;

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

11. Selection of Independent Directors

Considering the requirement of skill sets on the Board eminent people having anindependent standing in their respective field / profession and who can effectivelycontribute to the Company s business and policy decisions are considered by the Nominationand Remuneration Committee for appointment as an Independent Director on the Board. TheCommittee inter alia considers qualification positive attributes area of expertise andnumber of Directorship(s) and Membership(s) held in various committees of other companiesby such persons in accordance with the Company s Policy for Selection of Directors anddetermining Directors independence. The Board considers the Committee s recommendation andtakes appropriate decision.

12. Declaration given by Independent directors

The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013.

13. Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended forms part of this report.In terms of Section 136 of the Companies Act 2013 the same is open for inspection at theRegistered Office of the Company.

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 Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure - I and forms part of this Report.

14. Meetings of Board of Directors

The board of directors duly met 4 (Four) times on 30.06.2020 15.09.2020 13.11.2020and 12.02.2021 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose. Theintervening gap between the meetings was not more than 120 days as prescribed under theCompanies Act 2013.

15. Policy on Director s appointment and remuneration

The Company has framed policy on Directors appointment and remuneration and othermatters as provided in section 178(3) of the Act and is referred to while taking decisionsunder its purview.

16. Formal Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc

The Board and the Nomination and Remuneration committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

A separate meeting of independent Directors performance of non-independent Directorsperformance of the Board as a whole and performance of the chairman was evaluated takinginto account the views of Directors. The same was discussed in the board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual Directors was also discussed. Performance evaluation ofindependent Directors was done by the entire board excluding the independent Directorbeing evaluated.

The overall performance of the Non-Executive Directors of the company is satisfactory.The review of performance was based on the criteria of performance knowledge analysisquality of decision making etc.

17. Audit Committee

The Audit Committee of the Company is duly constituted as per Section 177 of theCompanies Act 2013. The members of Audit Committee are:

Directors Chairman/Member Category
Mr. Pravin Mohandas Hegde Chairman Independent Director
Mr. AjitJamkhandikar Member Independent Director
Mr. Y.N Bhaskar Rao Member Whole-time Director

Audit Committee Meetings

SlNo. Date of meeting Total No of Members as on the date of meeting Number of Members attended
1. 30.06.2020 03 03
2. 15.09.2020 03 03
3. 13.11.2020 03 03
4. 12.02.2021 03 03

18. Nomination and Remuneration Committee

The Company had constituted the Nomination and Remuneration Committee under section 178of the Companies Act 2013. The Company vide a Circular Resolution dated 28.08.2020reconstituted the Nomination and Remuneration Committee as follows:

Directors Chairman/Member Category
Mr. Pravin M. Hegde Chairman Independent Director
Mr. Ajit Jamkhandikar Member Independent Director
Mr. Vinay Ramakant Sapte Member Non Independent & Non-Executive Director

Nomination and Remuneration Committee Meetings

SlNo. Date of meeting Total No of Members as on the date of meeting Number of Members attended
1. 30.06.2020 03 03
2. 15.09.2020 03 03

The Nomination and Remuneration policy of the Company is provided below:

a) Selection and Evaluation of Directors:

The Board has on the basis of the recommendations of the Nomination and RemunerationCommittee laid down following policies.

1. Policy for Determining qualifications Positive Attributes and Independence of aDirector.

2. Policy for Board & Independent Directors Evaluation

b) Performance evaluation of Board Committees and Directors

The Company believes in a formal evaluation of the Board and of the individualDirectors on an annual basis is a potentially effective way to respond to the demand forgreater Board accountability and effectiveness. For the Company evaluation provides anongoing means for Directors to assess their individual and collective performance andeffectiveness. In addition to greater Board accountability evaluation of Board membershelps in:

a) More effective Board processes

b) Better collaboration and communication

c) Greater clarity with regard to members roles and responsibilities

The evaluation process covers the following aspects:

? Self-evaluation of Directors

? Evaluation of the performance and effectiveness of the Board

? Evaluation of the performance and effectiveness of the committees

? Feedback from the non-executive Directors to the Chairman

? Feedback on management support to the Board.

19. Risk management policy

The Risk Management Policy in place in the Company enables the Company to proactivelytake care of the internal and external risks of the Company and ensures smooth businessoperations.

The Company s risk management policy ensures that all its material risk exposures areproperly covered all compliance risks are covered and the Company s business growth andfinancial stability are assured. The Board of Directors decide the policies and ensuretheir implementation to ensure protection of Company from any type of risks.

20. Statutory Auditors

M/s Sathuluri& Co. Chartered Accountants were appointed as Statutory Auditors for5 years at the 36th Annual General Meeting held on 22nd September2017 and shall hold office from the conclusion of the 36th Annual GeneralMeeting till the conclusion of 41st Annual General Meeting.

Replies to Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

21. Particulars of contracts or arrangements with related parties

The details regarding transaction with related parties covered under section 188 of theCompanies Act 2013 are given in Annexure II and forms a part of this report.

22. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Nagamalla SricharanPracticing Company Secretary (Membership No. A57156 and COP No.: 22919) has been appointedas Secretarial Auditor of the Company for the financial year under review.

Secretarial Audit Report as provided by Mr. Nagamalla Sricharan Practicing CompanySecretary is enclosed as Annexure III to this report.

23. Cost Auditors

The provisions of Section 148 of the Companies Act 2013 do not apply to the Company.Hence the company has not appointed Cost Auditors for Financial Year 2020-21.

24. Reporting of frauds by auditors

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instance of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Directors Report.

25. Prevention of Insider Trading

The company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the directors and designated employees of thecompany. The code requires pre-clearance for dealing in the company s shares and prohibitsthe purchase or sale of company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the company andduring the period when the trading window is closed. The Manager is responsible forimplementation of the code along with the management of the Company.

Members of the Board have confirmed compliance with the code.

26. Internal Financial Controls and Internal Audit

The Company has a proper and adequate system of internal control to ensure all theassets are safeguarded and protected against loss from unauthorized use or disposition andthe transactions are authorized regarded and reported correctly. The internal control issupplemented by an extensive program of internal audits review by management andprocedures. It is designed to ensure that the financial and other records are reliable forpreparing financial statements and other data and for maintaining accountability ofassets.

During the year the Company has implemented the suggestions and recommendations of theinternal auditor to improve the control environment. Their scope of work included reviewof processes for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations. In the Board meeting held on 25.06.2021 company hasre-appointed M/s. Oruganti& Associates Chartered Accountant as Internal Auditor ofthe Company for the F.Y. 2021-22.

27. Insurance

The Properties and assets of your Company are adequately insured.

28. Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 177 of the Companies Act 2013 and the rulesframed there under and pursuant to the applicable provisions of the SEBI (LODR)Regulations 2015 the company has established a mechanism through which all stake holderscan report the suspected frauds and genuine grievances to the appropriate authority. TheWhistle blower policy which has been approved by the board of directors of the company hasbeen hosted on the website of the company viz. http://phaarmasia.in/

29. Annual Return

The Annual Return of the Company as on March 31 2021 is available on the Company swebsite and can be accessed at http://phaarmasia.in/

30. Secretarial standards

The Company complies with all applicable secretarial standards.

31. Particulars of loans guarantees or investments under section 186

The company has not given loans guarantees or made investments covered under theprovisions of Section 186 of the Companies Act 2013 during the reporting period.

32. Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations

33. Subsidiary & associates/joint ventures

Company has the following associate companies:

S. No. Name of the company CIN/FCRN Holding/ Associate/ Subsidiary % of shares held
1. Maneesh Pharmaceuticals Limited U24230MH1985PLC036952 Associate 44.15
2. Svizera Labs Private Limited U74999MH1997PTC107389 Associate 29.3

34. Management Discussion and Analysis Report

Management Discussion and Analysis Report pursuant to Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this report andsame is attached as

Annexure IV.

35. Corporate Governance Report and Management Discussion & Analysis

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) 2015provisions relating to corporate governance are not applicable to your company andtherefore there is no separate report on corporate governance.

However in pursuance of Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a certificate from Mr. N.V.S.S. Suryanarayana PracticingCompany Secretary in compliance with (i) of Point (10) of Para C of Schedule V ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed as Annexure-V and forms part of this Report.

36. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the year 2020-21:

? No. of complaints received: - NIL
? No. of complaints disposed off: - NIL

37. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

(a) Conservation of energy: Due to the stoppage of production no energy conservationwas considered during the year.

(b) Technology absorption: N.A

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows: Foreign ExchangeInflows: Nil Foreign Exchange Outflows: Nil

38. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the Company for the time being.

39. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.As such no amount of principal or interest was outstanding on the date of the BalanceSheet.

40. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

41. Listing with stock exchanges

The shares of the company are listed on The Bombay Stock Exchange. All dues to theexchange have been paid in full.

42. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

Your Company does not have any shares in the Demat suspense account or unclaimedsuspense account and therefore no disclosure as per Point F of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is required.

43. Industry Relations

The company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.

44. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

45. General

Your directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the year underreview:

? Issue of equity shares with differential rights as to dividend voting or otherwise.

? Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and except Employees Stock Options Schemes referred to in this Report.

? There has been no change in the nature of business of the Company

? There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

? There was no instance of onetime settlement with any Bank or Financial Institution.

46. Acknowledgements

Your Directors wish to place on record their appreciation of the contribution made bythe stakeholders of the Company for their continued support.

By the order of the Board of Directors
for PhaarmasiaLimited
Sd/- Sd/-
Maneesh Ramakant Sapte Y.N. Bhaskar Rao
Managing Director Whole-time Director
DIN: 00020450 DIN: 00019052
Date: 6th August 2021

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