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Sandu Pharmaceuticals Ltd.

BSE: 524703 Sector: Health care
NSE: N.A. ISIN Code: INE751D01014
BSE 00:00 | 06 Jul 66.90 1.05
(1.59%)
OPEN

65.15

HIGH

67.40

LOW

65.10

NSE 05:30 | 01 Jan Sandu Pharmaceuticals Ltd
OPEN 65.15
PREVIOUS CLOSE 65.85
VOLUME 3429
52-Week high 86.00
52-Week low 43.35
P/E 37.17
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 65.15
CLOSE 65.85
VOLUME 3429
52-Week high 86.00
52-Week low 43.35
P/E 37.17
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sandu Pharmaceuticals Ltd. (SANDUPHARMA) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting before you the THIRTY SIX AnnualReport of SANDU PHARMACEUTICALS LIMITED together with Audited Balance Sheet andStatement of Profit & Loss for the financial year ended 31st March 2021.

1. FINANCIAL RESULTS:-

The Company's financial performance for the year ended March 312021 is summarized below:

(in Rs.)

Particulars 2020-2021 2019-2020
Revenue from Operations (Gross) 587554379 483674955
Other Income 1934373 4527481
Total Income 589488752 488202436
Total Expenses 572679875 478989171
Profit before exceptional items and tax 16808877 9213264
Exceptional - 22956
Profit/Loss Before Tax 16808877 9190308
Tax Expenses
Less: Current Tax (5571336) (1268409)
Deferred Tax (295254) (718593)
Short/(excess) tax provision (17388) -
Profit/(Loss) for the Period 10924899 7203306
Total Other Comprehensive Income (Net of Tax) 5241502 (2725787)
Total Comprehensive Income for the period (Net of Tax) 16166402 4477519
Earnings per equity shares 1.54 1.02

• REVIEW OF OPERATIONS

In the financial year 2020-21 the company achieved an Income fromoperations of Rs. 587554379 as compared to Rs. 483674955 in the previous year.

Profit before tax was Rs. 16808877 for the year ending 31stMarch 2021 as compared to Profit of Rs. 9190308 in the previous year.

Profit after tax was Rs. 10924899 for the year ended 31st March2021 as compared to a Profit of Rs. 7203306 in the Previous Year

Total Comprehensive Income was Rs. 16166402 for the year ended 31stMarch 2021 as compared to Rs. 4477519 in the previous year..

There were no material changes and commitments affecting the financialposition of the Company from the end of the financial year till the date of the DirectorsReport.

2. SHARE CAPITAL:

(A) Authorised Capital:

The Authorised Share Capital of the Company is unchanged as on 31stMarch 2021 i.e Rs. 100000000 (' Ten Crores Only).

(B) Further Issue of Share Capital

The Company has issued Equity Warrants to be converted into EquityShares at any time during the period of18 months from the date of allotment of Warrantsconvertibles into Equity Shares in one or more tranches vide shareholders approval dated30th September 2020.

The Company has issued 2579990 Nos of Equity Warrants to theallottees vide approval of Warrants and Share Allotment Committee dated 30thMarch 2021.Further First Tranche of Equity Warrants conversion into Equity Shares wasapproved by Warrants and Share Allotment Committee dated 31st March 2021 and839997 nos of Equity Warrants into Equity Shares were allotted.

The paid up Capital of the Company has increased from Rs. 7081000 nosof Equity Shares having face value of Rs. 10 each to Rs. 7920997 nos of Equity Shareshaving face value of Rs. 10 each but the authorised Share Capital of the Company isunchanged.

The Company has approached Bombay Stock Exchange for Listing approvalto the extent of 839997 nos of Equity Shares and awaiting for the Listing approval as on14.08.2021.

3. DIVIDEND:

The board has recommend a dividend of 0.50 paise per Equity Share (5%to the Equity Share Capital of the Company having a face value of Rs. 10/- each on theEquity Shares 7920997 for the year ended on 31st March 2021) As per FinanceAct 2020 Dividend is taxable in the hands of the Share holders.Dividend on Equity Sharesis subject to the approval of the Shareholders at the ensuing Annual General Meeting.

The Dividend will be paid to all the Members entitled to dividend as onrecord date 23rd September 2021.

4. RISK MANAGEMENT:

The Board has laid down a clear Risk Management Policy to identifypotential business risks and install effective mitigation processes to protectCompany's assets and business Risks. Risk Management Policy and the details of thispolicy are available on the website of the Company under the web link https://www.sandu.in/image/catalog/info-pages/Announcement/policies/ Risk-Management-Policy.pdf

5. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate Internal Financial Control Systemscommensurate with the size scale and complexity of its operations. The Managementevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies of the Company on anongoing basis.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors had approved the Policy on Whistle Blower. This Policy inter-alia provides adirect access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been deniedaccess to the Chairman of the Audit Committee and that no complaints were received duringthe year. Whistleblower Policy approved and adopted by the Board of Directors which can beaccessed in our website https://www.sandu.in/image/catalog/info-pages/Announcement/policies/ Whistle-Blower-Policy.pdf

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

Dr Mrs Shubhada P Sandu holding DIN:07148834 (Non Executive Director)retires by rotation and being eligible offer herself for Re appointment.

Shri. Bhaskar B. Sandu holding (DIN:02816792) Promoter/Non ExecutiveDirector/Chairman of the Company has expired on 21st May 2021. The Company hasimmensely benefited from his vision and leadership during his tenure Shri Bhaskar G SanduPassing away will be irreparable lost to the Company and Directors and Employees.

All independent Directors have given declarations that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.

7.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and StakeholdersRelationship Committee. The manner in which the evaluation has been carried out has beengiven in the Corporate Governance Report. https://www.sandu.in/image/catalog/info-pages/Announcement /policies /Familiarisation-Programme- for-Independent-Director.pdf

The Nomination and Remuneration Committee has defined the evaluationcriteria and procedure for the Performance Evaluation process for the Board itsCommittees and Directors. The criteria for Board Evaluation include inter alia Boardstructure and composition establishment and delineation of responsibilities to variousCommittees effectiveness of Board processes information and functioning.

Criteria for evaluation of individual Directors include aspects such asattendance and contribution at Board/ Committee Meetings and guidance/ support to theManagement outside Board/ Committee Meetings. In addition the Chairman was also evaluatedon key aspects of his role including setting the strategic agenda of the Boardencouraging active engagement by all Board Members and motivating and providing guidanceto the Managing Director/Executive Director.

Criteria for evaluation of the Committees of the Board include degreeof fulfillment of key responsibilities adequacy of Committee composition andeffectiveness of meetings.

7.2 NOMINATION AND REMUNERATION POLICY

The policy of the Company on Directors Appointment and Remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matter as required under sub section (3) of Section 178 of theCompanies Act 2013 is available on our website https://www.sandu.in/image/catalog/info-pages/Announcement/policies/ Nomination-and-Remuneration-Policy.pdf.

There has been no change in the policy sin ce the last fiscal year. Weaffirm that the remuneration paid to the Directors is as per the terms laid out in theNomination and Remuneration Policy of the Company.

7.3 MEETINGS

During the year 6(Six) Board Meetings and 4 (Four) Audit CommitteeMeetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

7.4 AUDIT COMMITTEE

The details of the Composition of the Audit Committee are given in theCorporate Governance Report. During the year all the recommendations of the AuditCommittee were accepted by the Board.

7.5 POLICIES

We seek to promote and follow the highest level of ethical standards inall our business transactions guided by our value system. The SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all Listed companies. All our Corporate Governance policies are available on ourwebsite www.sandu. in. The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement.

In addition to its Code of Conduct and Ethics key policies that havebeen adopted by the Company are as follows:

Name of the Policy Brief Description Web link
Whistleblower Policy The Company has adopted the whistleblower mechanism for Directors and Employees to report concerns about unethical behaviour actual or suspected frauds or violation of the Company's code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during the fiscal 2016 https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Whistle-Blower-Policy.pdf
Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a Director (Executive/Non Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other employees. https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Nomination-and-Remuneration- Policy.pdf
Related Party Transaction Policy The policy regulates all transactions between the Company and its related parties https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Related Party Transaction Policy.pdf
Insider Trading Policy The Policy provides framework in dealing with securities of the Company https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Insider-Trading-Policy.pdf
Policy for determining Materiality of event or Information This Policy for Determination of Materiality of Events or Information is aimed at providing guidelines to the Management of Sandu Pharmaceuticals Limited to determine the materiality of events or information which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s) (as hereinafter defined). https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Policy on Determining Materiality of Events Information.pdf
Archival Policy The Policy deals archival of corporate records of Sandu Pharmaceuticals Limited https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Archival Policy.pdf
Board Diversity Policy This policy aims to set out the approach to achieve diversity on the Board of Directors ("Board") of Sandu Pharmaceuticals Limited https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Policy-on-Board-Diversity.pdf
Risk Management Policy The Risk management policy of Sandu Pharmaceuticals Limited will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. https://www.sandu.in/image/catalog/ info-pages/Announcement/policies/ Risk-Management-Policy.pdf

8. DIRECTORS RESPONSIBILITY STATEMENT:-

In accordance with the provisions of section 134(3) (c) read withsection 134(5) of the Companies Act 2013 your Directors confirm that:

a) In the preparation of annual accounts for the year ended 31stMarch 2021 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame.

b) Appropriate accounting policies have been selected and appliedconsistently and judgments and estimates made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31st March2021 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a ‘going concernbasis'.

e) Internal financial controls to be followed by the Company have beenlaid down and that such internal financial controls are adequate and are operatingeffectively and

f) Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively'

9. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable and hence the Company need not adopt any Corporate SocialResponsibility Policy.

10. THE AMOUNT IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVE

The Company has not transferred any amount to Reserve and hence it isNIL.

11. RELATED PARTY TRANSACTIONS:

The Related Party Contracts entered into between Related Parties doesnot fall under the ambit of Section 188(1) of the Act.

All the Related Party Transactions entered during the financial yearwere at arm's length and in the ordinary course of business. In compliance with theprovisions of the Companies Act 2013 and Regulation 23(2) of the SEBI Regulation 2015 allRelated Party Transactions had been placed before the Audit Committee for prior approval.Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 information pertaining to Related Parties are given in Form AOC-2 as AnnexureI of this Report.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by theRegulators/Courts which could impact the going concern status of the Company and itsfuture operations.

13. AUDITORS

13.1 STATUTORY AUDITORS

M/s Dileep & Prithvi Statutory Auditor of the Company retires atthe conclusion of this Annual General Meeting and has offered themselves to be reappointedas Statutory Auditor of the Company for the term of 5 years i.e from the conclusion ofthis Annual General Meeting till the conclusion of the Annual General Meeting to be heldin the year 2026 as recommended by Members of Audit Committee and Board of Directors.Theyhave confirmed their eligibility to the effect that their appointment if made would bewithin the prescribed limits under the Act and that they are not disqualified forAppointment.

13.2 SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed Shri. Swapnil Dixit Company Secretary in practice to undertake theSecretarial Audit of the Company for the Financial Year 2020-21. The Secretarial Auditreport for the financial year 2020-21 is annexed herewith as "ANNEXURE B"

14. INTERNAL COMPLAINTS COMMITTEE

As per provisions of Section 4 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 your Company has constitutedan Internal Complaints Committee for Redressal of complaints against sexual harassment andthere were no complaints received during the financial year.

15. DISCLOSURE REQUIREMENTS

Your Company has complied with all the mandatory requirements of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

• Management Discussion and Analysis is annexed as "ANNEXUREA" to the report

• Secretarial Audit Report as "ANNEXURE B".

• As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges a separate section on the corporate governanceis annexed as "Annexure - C"

• Auditors Certificate on Corporate Governance "Annexure-D"

• Certificate from Chief Financial Officer under Regulation 17(8)of SEBI (LODR) Regulation "Annexure -E"

• Declaration from Managing Director "Annexure F"

• Certificate of Non Disqualification of Director "AnnexureG"

16. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

A) CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted inthe manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energyconsumption.

c) As the impact of measures taken for conservation and optimumutilization of energy are not quantitative its impact on cost cannot be statedaccurately.

d) The required data with regard to conservation of energy asapplicable to our company is furnished below:

Particulars For the year ended 31.03.2021 For the year ended 31.03.2020
1. ELECTRICITY
Purchased (units) 347199 291144
Total Amount ' 2243514 2001176
Rate/Units in ' 6 6.87
2. FUEL CONSUMED
Quantity- Furnace Oil 77230 57970
Diesel 3600 5600
Total amount- Furnace 2330228 7 378100
Oil Diesel 271356 183997
Rate per Ltr- Furnace Rs. 30.17 Rs. 31.74
Oil Diesel Rs. 75.38 Rs. 67.42

B) TECHNOLOGY ABSORPTION:

Company's products are manufactured by using in-house know how assupplied by Sandu Brothers Private Limited and no outside technology is being used formanufacturing activities. Therefore no technology absorption is required. The Companyconstantly strives for maintenance and improvement in quality of its products and entireResearch & Development activities are directed to achieve the aforesaid goal.

C) FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earningsor out flow.

17. EXTRACT OF ANNUAL RETURN

As per the requirement of Section 92 of the Companies Act 2013 readwith Rule 12 of the Companies (Management & Administrative) Rule 2014 .The AnnualReturn in the prescribed form is available on the Companies Site www.sandu.in.

18. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company and Directors is annexed as "Annexure - H"to this report.

19. FIXED DEPOSITS:-

Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 during the financial year 2020-21.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-

The Company has not given any loans or guarantees covered under theprovisions of section 186 of the

Companies Act 2013.The details of the Investments made by the Companyare given in the notes to the financial statements.

21. PARTICULARS OF CONTRACT OR ARRANGMENTS WITH RELATED PARTY

The Company has Related Party Transaction with Sandu Brother PrivateLimited which is in ordinary course of Business and on arm Length Basis.

22. CODE OF CONDUCT:

The Board of Directors have approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the company. The Code of Conduct for Directors has been posted onhttps://www. sandu. in/image/catalog/info-pages/Announcement/policies/Code-of-Conduct-for-Directors. pdfand Code of Conduct for Senior Managementhttps://www. sandu .in/image/catalog/info-pages/Announcement/policies/Code-of-Conduct-for-Senior-Management. pdf

The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders.

All the designated employees and personnel have confirmed compliancewith the Code. The Declaration signed by the Managing Director pursuant to Regulation26(3) read with Schedule V (Part D) of the SEBI (LODR) Regulation 2015 is published inthis report.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prohibition of InsiderTrading with a view to regulate trading in securities by the Directors and Designatedemployees of the Company. The Code requires pre- clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmedcompliance with the Code. Code of Conduct for Prohibition of Insider Trading is availableon website of the Company under the web linkhttps://www.sandu.in/image/catalog/info-pages/Announcement/policies/Insider-Trading-Policy.pdf

24. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the companysecretary in advance.

25. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

Independent Audit Report and Secretarial Audit Report doesnt containany qualification for the Financial Year 2020-21.

26. ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks tothe Members of the Company Bankers State Government Local Bodies Customers SuppliersExecutives Staff and workers at all levels for their continuous cooperation andassistance.

For Sandu Pharmaceuticals Limited By order of Board of Directors
Sd/- Sd/-
Shri Umesh B Sandu Shri Shashank B Sandu
DIN:01132141 DIN:00678098
Managing Director Director
Dated: 14.08.2021
Place: Mumbai

.