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Poly Medicure Ltd.

BSE: 531768 Sector: Health care
NSE: POLYMED ISIN Code: INE205C01021
BSE 00:00 | 31 Jan 894.75 22.30
(2.56%)
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864.00

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909.00

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NSE 00:00 | 31 Jan 895.35 39.80
(4.65%)
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850.00

HIGH

910.00

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OPEN 864.00
PREVIOUS CLOSE 872.45
VOLUME 3031
52-Week high 1044.40
52-Week low 652.30
P/E 53.67
Mkt Cap.(Rs cr) 8,582
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 864.00
CLOSE 872.45
VOLUME 3031
52-Week high 1044.40
52-Week low 652.30
P/E 53.67
Mkt Cap.(Rs cr) 8,582
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Poly Medicure Ltd. (POLYMED) - Director Report

Company director report

Your Directors take immense pleasure in presenting the 27th AnnualReport on the business and operations of the Company along with the AuditedFinancial Statements for the year ended 31st March 2022.

Financial Results

Parameters

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
Revenue from Operations (Net) 87935.76 74738.24 92306.26 78646.96
Add: Other Income 3872.87 1928.82 3790.25 1841.50
Total Revenue 91808.63 76667.06 96096.51 80488.46
Profit before Interest Tax Depreciation and Amortization (EBITDA) 25086.22 22760.91 25100.46 23277.71
Less: Depreciation & Amortization Expenses. 5254.01 4631.42 5395.22 4752.20
Less: Financial Costs 360.70 791.17 425.48 851.18
Profit Before Tax (PBT) 19471.51 17338.32 19279.76 17674.33
Add: Share of Profit from Associates 244.73 331.07
Profit Before Tax (after Share of Profit from Associates ) 19471.51 17338.32 19524.49 18005.40
Less: Tax provision 4869.80 4387.15 4873.89 4417.96
Profit after Tax 14601.71 12951.17 14650.60 13587.44
Add: Balance brought forward 30158.41 19707.24 30416.53 19498.98
Profit available for appropriation 44760.12 32658.41 45067.13 33086.42

Briefly during the year under report the Company?s consolidatedtotal income increased to 96096.51 lacs from 80488.46 lacs in the previous yearregistering a growth of 19.39%. EBIDTA improved to 25100.46 lacs as from 23277.71 lacsin the previous year which translates into a rise of 7.83%. Profit before Tax (PBT) is19279.76 lacs as against 17674.33 lacs in previous year which translates into a rise of9.08%.

Highlights of performance are discussed in detail in the ManagementDiscussion and Analysis Report which forms part of the Directors? Report.

Share Capital

During the year under report the paid-up share capital of your Companyhas been increased by Rs. 98875 due to the allotment of 19775 equity shares of Rs. 5each on exercise of stock options by the eligible employees under the Employee StockOptions Scheme 2016.

ESOP issuance

The Company has framed an ESOP Scheme 2016 for the benefit of itsemployees under which it has issued 19775 equity shares. The Nomination and RemunerationCommittee of the Board of Directors of the Company inter alia administers and monitorsthe Employees? Stock Option Scheme of the Company in accordance with the SEBI

(Share Based Employee Benefits) Regulations 2014.

Dividend

InkeepingwiththeCompany?straditionofrewardingtheShareholders yourdirectors are pleased to recommend a dividend of Rs. 2.50/- per equity share of the facevalue of `5/- each for the financial year ended on 31st March 2022. Theproposal is subject to the approval of the shareholders at the forthcoming Annual GeneralMeeting. The final dividend on involve a cash outflow of Rs. 2397.50 lacs. The dividendwould be payable to all Shareholders whose names appear in the Register of Members and inrespect of shares held in dematerialized form to the members whose names are furnished bythe National Securities Depository Limited and Central Depository Services (India) Limitedon book closure date.

The aforesaid dividend paid for year under review is in accordance withthe Company?s policy on Dividend Distribution which is linked to long term growthobjectives of your Company to be met by internal cash accruals. The Dividend DistributionPolicy of the Company can be viewed on the Company?s website at www.polymedicure.com.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs. 2500.00 lacs to

General Reserves out of the profitavailable for appropriation.

Subsidiaries and Associate

The subsidiary companies performed as follows:

Poly Medicure (Laiyang) Co. Ltd China - The wholly ownedsubsidiary Company has achieved a turnover of 1536.69 lacs for the year ending 31stMarch 2022 against 1512.60 lacs in the previous year.

Poly Medicure B.V. Amsterdam Netherlands - During theyear under review the Company has not done any business operations.

Plan1 Health s.r.l. Italy a step-down Subsidiary –The wholly owned subsidiary Company has achieved a turnover of

3392.22 lacs for the year ending 31st December 2021 against 2812lacs in the previous year. The Performance during the year was impacted due to CoVID-19pandemic in Italy and other European Countries.

Plan1 Health India Pvt. Ltd. India – During theyear under review the Company has not done any business operations.

Poly Health Medical Inc.(USA) a step-down Subsidiary-During sharesifapprovedbythememberswould the year under review the Company has notdone any business operations.

The Company has one Associate in Egypt viz.

Ultra for Medical Products Company (ULTRA MED) Egypt – TheAssociate has achieved sales of 9392.19 lacs during the year ending 31stDecember 2021 as compared to 11166.02 lacs in the previous year.

Audited financial statements of the subsidiaries of the Company areavailable on the website of the Company. The shareholders who wish to receive a copy ofAnnual Accounts of the Subsidiary Companies may request the Company Secretary for thesame.

Pursuant to Section 129(3) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatements of the subsidiary companies in prescribed Form AOC-1 is given in theConsolidated Financial Statements of Company and forms part of this Annual Report

Transfer of Unpaid/Unclaimed Dividend Amounts to Investor

Education and Protection Fund

During the Year under review the Company has transferred Rs. 81740lying in the unpaid/unclaimed dividend account to the Investor Education and Protectionfund (IEPF) in compliance with Section 205C of the Companies Act 1956 read with InvestorEducation & Protection Fund (Awareness and Protection of Investors) Rules

2001. The said amount represents the dividend for the financial year2013-14 which remained unclaimed by the shareholders of the Company for a period of sevenyears from due date of payment.

Directors and Key Managerial Personnel

In view of the provisions of the Companies Act 2013 Mr. J. K. Baid isliable to retire by rotation at the ensuing Annual General Meeting and he offers himselffor re-appointment. The information as required to be disclosed under Regulation 36(3) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 in case of re-appointment of directors is provided in theNotice of the ensuing Annual General Meeting of the Company.

Pursuant to Section 149(4) of the Companies Act 2013 every ListedCompany is required to appoint one third of its Directors as Independent Directors. TheBoard has six Independent Directors in terms of the provisions of Regulation 17(b) of theSEBI (LODR) Regulations 2015. Necessary details in respect of the directors are given inthe Corporate Governance Report.

The Independent Directors have submitted their respective declarationsof Independence as required pursuant to Section 149(7) of the Companies Act 2013confirming that they meet the criteria of Independence specified in the Act and the Rulesmade there under as also under Regulation 25 of the SEBI (LODR) Regulations 2015.

Pursuant to the provisions of Section 203 of the Companies Act 2013the key managerial personnel of the Company are Shri Himanshu Baid Managing DirectorShri Rishi Baid Joint Managing

Director Shri Naresh Vijayvergiya Chief Financial Officer Shri

Avinash Chandra Company Secretary and Shri Ravi Prakash DeputyCompany Secretary (appointed w.e.f. 24th May 2022).

Board Evaluation

Pursuant to the applicable provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual evaluation of its own performance performance of the Directors aswell as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluationcriteria for the Board its Committees and Directors.

The Board?s functioning was evaluated on various aspectsincluding inter alia degree of fulfillment of key responsibilities Board structurecomposition establishment and delineation of responsibilities to various Committeeseffectiveness of Board processes information and functioning.

Directors were evaluated on aspects such as attendance and contributionat Board/Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members.

Areas on which the Committees of the Board were assessed includeddegree of fulfillment of key responsibilities composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Director being evaluated. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Board as a whole. The Nomination andRemuneration Committee also reviewed the performance of the Board its Committees and ofthe Directors.

Secretarial Standards

The Company has complied with the provisions of Secretarial Standardson Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

Directors? Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures.

b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period.

c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

d) the directors have prepared the annual accounts on a going concernbasis.

e) the directors have laid down internal financial controls to befollowed by the company and such internal financial controls are adequate and areoperating effectively.

f) thedirectorshavedevisedpropersystemstoensurecompliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the regulation 34 (2)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a cash flow statement is partof the Annual Report 2021 - 2022. Further the

Consolidated Financial Statements of the Company for the financial year2021 - 2022 are prepared in compliance with the applicable provisions of the ActAccounting Standards and as prescribed by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The said Financial Statements have been prepared on thebasis of the audited financial statements of the Company its subsidiaries and jointventure companies as approved by their respective Boards of Directors.

Policy on Directors? Appointment and Remuneration

The policy of the Company on directors? appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under section 178(3) of theCompanies Act 2013 adopted by the Board are covered in Corporate Governance Report as Annexure– 1 which forms part of this Report.

Further the policy also indicates the manner of performance evaluationof Independent Directors Board committees and other individual directors which includecriteria for performance evaluation of the non-executive and executive directors.

Annual Return

In terms of Section 93(3) of the Companies Act 2013 as amended theAnnual Return of the Company is placed on the website of the Company www.polymedicure.com

Auditors and Auditors? Report

Statutory Auditors

At the 24th Annual General Meeting held on September 232019 M/s. M. C. Bhandari & Company Chartered Accountants (Firm Registration No.303002E) were appointed as Statutory Auditors of the Company to hold office till theconclusion of the 29 th Annual General Meeting of the Company to be held in theyear 2024.

Your Company has received a certificate from M/s. M. C. Bhandari &

Company Chartered Accountants (Firm Registration No. 303002E)confirming their eligibility to continue as the Auditors of the Company in terms of theprovisions of the Act and the Rules framed thereunder and also a copy of the certificateissued by the Peer Review Board

(ICAI) as required under Regulation 33 of the Listing Regulations.

The observations of the Auditors and the relevant notes on the accountsare self-explanatory and therefore do not call for any comments. The Auditors? Reportdoes not contain any qualification reservation or adverse remarks.

Further during the year in the course of the performance of theirduties as auditor no frauds were reported by them.

Cost Auditor

The Board had appointed M/s. Jai Prakash & Co. Cost Accountants

Prakash &Cost Auditor for the financial

Co. Cost Accountants have been re-appointed as Cost Auditor forconducting the audit of cost records of the Company for the financial year 2022-23 andapproval of the members is being sought for ratification of their remuneration.

Secretarial Auditor

The Board of Directors have appointed M/s. P.K. Mishra & Associates

(Certificate of Practice No.- 16222) Company Secretaries in Practiceto conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Reportfor the financial st March 2022 is annexed this Report as Annexure – 2.

The Board of Director has appointed M/s. P.K. Mishra & AssociatesCompany Secretaries in Practice to conduct Secretarial Audit for the financial year2022-23.

Business Responsibility Report

A detailed Business Responsibility (BRR) is prepared. As a greeninitiative the BRR is placed on website of your Company and can be accessed at the websiteof the Company www.polymedicure.com

Particulars of Loans Guarantees or Investments under Section 186

The Particulars of Loans Investments and guarantees made/given by theCompany under Section 186 of the Companies Act 2013 are furnished in Annexure - 3and forms part of the Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract and arrangement entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm?s length transactions under third provisothereto are disclosed in Form No. AOC - 2 in Annexure - 4 and form part of thisReport.

Fixed Deposits

Your Company has not accepted/or invited any Fixed Deposits within themeaning of Section 58A of the Companies Act 1956 and Section 73 or 76 of the CompaniesAct 2013.

Corporate Social Responsibility

As per the Companies Act 2013 all companies having a net worth of Rs.500 Crore or more or a turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Croreor more during any financial year are required to constitute a CSR Committee of the Boardof Directors comprising three or more directors at least one of whom should be anindependent director. All such Companies are required to spend at least 2% of the averagenetprofitsof their immediately preceding three financial years on CSR related activities.Accordingly the Company was required to spend Rs. 263.16 lacs towards CSR activities. TheCompany overall spends Rs. 264.94 lacs for activities specified in schedule VII of theCompanies Act 2013. Details of CSR policy and the initiatives adopted by the Company onCSR during the year are available on the website of the Company at http://www.polymedicure.com/wp-content/uploads/2015/03/CSR_Policy_2015. pdf. The Annual Report on CSRas per Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed herewithas Annexure – 5 to this Report in the prescribed format.

Vigil Mechanism/ Whistle Blower Policy:

The Company has a "Policy on Whistle Blower and VigilMechanism" to deal with instance of fraud and mismanagement if any. In stayingtruetoourvaluesofStrengthPerformanceandPassiontheCompany is committed to the highstandards of Corporate Governance and stakeholder responsibility

Prevention of Sexual Harassment at Workplace

The Company has a detailed Policy on Prevention of Sexual Harassment(POSH Policy) in place in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (Act). Internal ComplaintsCommittees (ICC) have been set up to redress complaints received regarding sexualharassment and the Company has complied with provisions relating to the constitution ofICC under the Act. All employees (permanent contractual temporary trainees) are coveredunder this Policy. The POSH Policy is gender inclusive and the framework ensures completeanonymity and

During the year under review no complaints were received by theCommittee for Redressal.

Details in respect of Adequacy of Internal Financial Controls withreference to the financial statements

The Company has an internal financial control system commensurate withthe size and scale of its operations and the same has been operating effectively. TheInternal Auditor evaluates the efficacy and adequacy of internal control systemaccounting procedures and policies adopted by the Company for efficient conduct of itsbusiness adherence to Company?s policies safeguarding of Company?s assetsprevention and detection of frauds and errors and timely preparation of reliable financialinformation etc. Audit Committee of the Board reviews reports submitted by the independentinternal auditors and monitors follow-up and corrective actions.

Particulars of Employees pursuant to Section 197(12)

Details pursuant to Section 197(12) of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formpart of this Report and are annexed herewith as Annexure-6.

Quality and Certification

POLYMED delivers products confirming to strict global qualitystandards which is core to our Quality Management system. The products comply withinternational standard and regulatory requirements. The Company is committed to continuousimprovements and implementation of world class processes. Our products pass throughstringent quality tests and our quality assurance team monitors at various stages of themanufacturing process and performs finished product inspections to ensure the quality ofour products.

All products are manufactured in accordance with current GoodManufacturing Practices (GMP). We are also subject to routine internal and externalquality audits for GMP compliance that assure our quality systems are consistent withcurrent international standards. Our various manufacturing facilities are also certifiedby independent and reputed external agencies. These certifications include qualitymanagement system ISO 9001: 2015 by DNV GL

Business Assurance EN ISO 13485:2016 and CE Certification by

TUV SUD Product Service GmbH Germany. Some of our plants are alsocertified for Medical Device Single Audit Program (MDSAP) for

USA CANADA and BRAZIL and also for ISO 14001 for EnvironmentalManagement System (EMS).

Human Resources

Polymed aims to create sustainable value for its stakeholders with

3Ps-People Planet and Profits. 3Ps unites us together and help usachieve long-term success and relevance in line with our core values. We acquire developand retain the best talent by offering a stimulating environment and value-orientedleadership. Lifelong learning and digital upskilling help our employees stay engaged andmotivate them to use their skills to contribute to the company?s success.

COVID-19 pandemic pressed us to engage digitally with our communityboth internally and externally. Instead of face - to - face meetings with employeescustomers and partners we use video-conferencing and webinars. These save us time andefforts while letting even more people participate.

We foster an inclusive culture where all talent from diversebackgrounds can work together sharing perspectives and capabilities and delivering theirbest to forward the business. We are proud of our 46% female workforce.

We have been using these virtual avenues to build online learningevents and impart knowledge and skills to healthcare professionals with varyingbackgrounds. We will keep investing in our digital transformation even post-COVID tomaintain our edge and continue our operations.

Credit Rating

CRISIL continue to accord the Company the ratings on the bankfacilities of the Company as under:

Long-Term Rating CRISIL AA-/ Stable
Short Term Rating CRISIL A1+

Global Economic Volatility Risk

Global economic political and financial uncertainty have causedsignificant supply chain disruption and currency also led to increase in inflation andincrease in commodity prices.

We procure our raw materials from both domestic and internationalsuppliers based on purchase orders. Increased crude oil prices have impacted raw materialprices and transportation costs which has resulted in decrease in our margins.

EuropeanUnioncontributestoapproximatelyone-thirdofourrevenue and anygeo-political issue in this region can impact our business.

Regulatory Risk

Polymed?s products and manufacturing processes are subject toextensive and rigorous regulation by authorities across geographies. Global regulatoryenvironment will continue to evolve. Failure to comply with regulatory requirements couldhave a materially adverse effect on the company?s business and financial condition.

Foreign Exchange Risk

The Financial Year 2021-22 witnessed a sharp rise in prices of all thecommodities with major increase in chemical prices packing material prices fuel pricesand plastic raw material prices on account of supply disruption due to lock downs andsharp recovery thereafter. Despite these increases your Company stayed focused on costreduction through measures like negotiation with suppliers increasing indigenousprocurement improved productivity etc. Your

Company continues to monitor the market situation closely and continuesto focus on mitigating these costs.

The Company?s exposure to currency risk relates primarily to theCompany?s operating activities including anticipated sales purchases and borrowingswhere the transactions are denominated in a currency other than the Company?sfunctional currency. Hedging of currencies and commodities are being governed inaccordance with the Foreign Exchange Risk Management Policy and Commodity Risk ManagementPolicy approved by the Board of Directors of your Company.

Corporate Governance

Corporate governance for us is pivotal to drive our growth anddevelopment. It acts as catalyst to realise our vision and mission across the organisationand implement set of process and procedures of achieving our goals. Since our inceptionwe believed in adopting good governance practices for fulfilling our vision and mission.The Corporate Governance Report forms an integral Part of this Report and is set outseparately in this Annual Report.

All Board Members and Senior Management Personnel have affirmedcompliance with Code of Conduct as applicable to them for the year ending on 31stMarch 2022 as per Regulation 26(3) of SEBI (LODR) Regulations 2015. A declaration tothis effect as signed by the Managing Director is annexed with this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of theCompany as required under the provision of Regulation 34 of the Listing Regulation isprovided in "Annexure-7" forming part of Directors? Report.

Listing

The Shares of your Company are listed on the BSE Limited (BSE) Mumbaiand National Stock Exchange of India Limited (NSE) Mumbai. The Listing fees to the StockExchanges for the year 2022-23 have been paid.

Particulars of Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3) (m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 aregiven in "Annexure - 8" and forming an integral part of this Report.

Green Initiatives

As part of the Green Initiative we propose to send documents such asNotices of General Meeting(s) Annual Reports and other shareholders communications forthe year ended 31st March 2022 in electronic form to the email addressesprovided by you and/or made available to the Company by the Depositories. The copy ofannual report shall be available on the website of the Company and for inspection at theregistered office of the Company during office hours. In case any member wishes to getAnnual Report and other communication in physical form he may write to the company andthe same will be provided free of cost.

Electronic copies of the Annual Report 2021-22 and Notice of the 27thAnnual General Meeting would be sent to all members whose email addresses are registeredwith the Company/Depository Participant(s).

Significant and material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators

/ Courts which would impact the going concern status of theCompany?s operations in future.

Acknowledgements & Appreciation

The Directors take this opportunity to express their deep sense ofgratitude to its Central and State Governments and local authorities for their continuedco-operation and support.

They also would like to place on record their sincere appreciation forthe commitment hard work and high engagement level of every employee of the Company.

The Directors would also like to thank various stakeholders of theCompany including customers dealers suppliers lenders transporters advisors localcommunity etc. for their continued committed engagement with the Company.

The Directors would also like to thank the Members of the Company fortheir confidence and trust reposed in the management team of the Company.

For and on behalf of Board of Directors
D. R. Mehta Himanshu Baid
Chairman Managing Director
4th August 2022
New Delhi

.