Your Directors are presenting herewith the 27th Annual Report together withthe Audited statement of accounts for the Financial year ended March 312021.
(Rs. in lakhs)
|PARTICULARS ||AS AT 31.03.2021 ||AS AT 31.03.2020 |
|Sales & Other Income ||2535.75 ||1660.78 |
|PBID ||239.79 ||(8.02) |
|Interest ||12.60 ||65.61 |
|Depreciation ||85.98 ||107.22 |
|PBT ||141.21 ||(180.85) |
|PAT ||141.93 ||(170.82) |
PERFORMANCE AND BUSINESS REVIEW
During the year under review Company has achieved the turnover of Rs.2535.75 Lakh andPAT of Rs. 141.93 Lakh as against turnover of Rs.1660.78 Lakh and Loss of Rs.170.82 Lakhfor the corresponding previous year.
The Directors do not recommend any dividend for the financial year ended March 312021.TRANSFER TO RESERVES:
There has been no transfer to reserves out of the amount available for appropriation.
CHANGE IN THE NATURE OF BUSINESS:
There was no change in the general nature of business of your Company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company do not have any Subsidiary Joint Venture or Associate Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans guarantees or investments as specified under Section 186 of theCompanies Act 2013.
INCREASE IN AUTHORISED CAPITAL AND ALTERATION TO MEMORANDUM AND ARTICLES OFASSOCIATION:
During the year the Authorised share capital of the Company has been increased by Rs.3 Crores. Members approval for the same has been obtained through EGM held on 24thDecember2020 and accordingly Memorandum & Articles of Association also altered.
Hence the Authorized Share Capital of the Company increased from existingRs.70000000/- (Rupees Seven Crores Only) divided into 7000000 (Seventy Lakh) EquityShares of Rs.10/- each to Rs. 100000000/- (Rupees Ten Crores Only) divided into10000000 (One Crore Only) Equity Shares of Rs.10/- each by way of creation ofadditional Rs. 3000000 (Thirty Lakh Only) Equity Shares of Rs.10/- each ranking paripassu in all respect with the existing Equity shares of the Company.
ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO NON-PROMOTER AND PROMOTER:
During the year the consent and approval of the members of the Company have beenaccorded to Board to offer issue allot and deliver 2600000 (Twenty Six Lakh) EquityShares of face value of Rs. 10/- each at a price of Rs. 10/- per equity aggregating to Rs.26000000/- (Rupees Two Crore Sixty Lakh only). As a result 1600000 Equity Shares wereissued to Mr. Ashwani A. Kemka Promoter of the Company and 1000000 Equity Shares wereissued to Next Orbit ventures Fund a SEBI Registered Venture Fund in accordance withChapter V of the SEBI (ICDR) Regulations 2018 and provisions of the Companies Act 2013
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel which may have a potential conflict with the interest of theCompany at large. All Related Party Transactions are placed before the Audit Committee asalso the Board for approval. The transactions entered into pursuant to the prior approvalso granted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis. The Company has developed a Related Party Transactions Policy for purposeof identification and monitoring of such transactions.
EXTRACT OF ANNUAL RETURN:
The provisions of section 134 of Companies Act 2013 were amended vide CompaniesAmendment Act 2017 and the said amendment was brought in force w.e.f. 31st July 2018.Accordingly the requirement of attaching the extract of Annual Return in format MGT -9with the Directors Report has been dispensed off and the same needs to be posted on theCompany's website if any and a link is to be given in the Directors Report.
Accordingly the same will be placed on the website of the Company.
DETAILS OF COMPANY'S CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
MANAGEMENT DISCUSSION AND ANALYSIS:
Global Economy: -
In 2021 the global economy is projected to grow at a rate of 6.0 percent and isexpected to show a K- Shaped recovery with underdeveloped and developing countries suchas Africa Asia (excluding India and China) showing a slower recovery in compared tomature economies such as the United Kingdom and the United States. This parity in theeconomic revival is because of stimulus packages from developed nations unevendistribution of vaccine among high-income middle-income and low- income countries andawareness among mass who have learned to cope up with the Covid -19 pandemic in developedcountries when compared to underdeveloped and developing nations.
Indian Economy: -
According to RBI data India is expected to grow by 9.5 % in fiscal year 2021-22 (thisincludes 18.5 percent growth in the first quarter 7.9 percent growth in the secondquarter7.2 percent growth in the third quarter and 6.6 percent growth in the fourthquarter of FY22) and will experience a K-Shape Recovery with sectors such as Hospitalityshowing a weak growth when compared to sectors such as Healthcare and Informationtechnology which are projected to show a robust growth. Thankfully both the domesticdemand as well as the private investments are on the upswing with important indicatorssuch as GST collection and electricity bill Steal and cement consumption signalling to apositive outlook for the Indian economy.
Indian Pharmaceutical Overview: -
India is the world's third-largest producer of pharmaceuticals by volume andeleventh largest producer by value. The Indian pharmaceutical market (IPM) Between 2016and 2020 grew at a CAGR of 9.5 % to reach USD 21 billion. By 2025 it is estimated toreach about USD 28-32 billion and is expected to grow by a CAGR of 7.5-10.5 %.
Growth Drivers: -
Changing lifestyles and unhealthy diets have been resulting in increasedincidences of chronic and non-communicable ailments.
Increase in Awareness and accessibility of medicine has led to boost inPharmaceutical Industry.
Innovation will be a major growth driver for the Domestic PharmaceuticalIndustry.
Increase in living standards in China will lead to China losing its Costleadership which will create a vacuum for Indian Pharma Industry to thrive.
Growing geriatric population will also be a major growth driver of IPM.
Growth Restrains: -
Medical tourism has still not recovered to their pre-covid levels.
Increase in prices of commodities such as oil has led to an increase in the costof production making our products look unattractive in the international markets.
Disruption in the global supply chain has led to increase in the API Prices thatwe import from China.
The revised DPCO list has brought some comfort but Simultaneous increase in APIprice and price regulation have led to dent in the profit margins of the domestic Pharmacompanies.
Indian Nutraceutical Market: -
Covid-19 pandemic has had a drastic impact on people worldwide Consumer behaviour haveseen a paradigm shift from a curative healthcare approach to preventive healthcareapproach this shift has been seen in Indian subcontinent as well people in India havedrastically adopted nutraceuticals in forms of multivitamin immunity boosters etc Thisparadigm shift along with changes in the global market like saturation in majornutraceutical markets such as Japan and United States have bring about a boom in thedomestic nutraceutical markets Seeing this Government of India has opened 100 percent FDIin this manufacturing sector under automatic route. This change in the consumer behaviourincrease in private investment from saturated market and policy changes from GOI isprojected to grow Indian nutraceutical market from an estimated $4 billion to $18 billionby the end of 2025 with dietary supplement constituting over 65% of the nutraceuticalmarket.
Company Outlook: -
Sanjivani parateral is an export driven company which has a rich history of about 25years the main backbone of the company is formed by its efficient operations along withstringent Regulatory department allowing Sanjivani to produce high quality medicine atvery economical price and exporting these high standard products with ease this cost andquality leadership along with our coherent regulatory department makes us highlycompetitive in international as well as domestic market as a result of which we have beenable to maintain healthy relationship with our current stakeholders simultaneously italso gives us an upper hand over our competitors in acquiring more such industrystakeholders.
As an export-driven company we have constantly been looking for new opportunitiesthroughout the world over time we have developed interest in exploring Africa and haveplans to supply our product offerings into some of the African markets. The company alsolooks forward to widening its product portfolio by launching new products in itspre-existing markets. We also feel quite positive about the developments that are takingplace in the Nutraceutical Segment and expect this segment to have a robust growth in theupcoming years The company is keenly interested in tapping this segment and gain a majormarket share in this segment.
RISK MANAGEMENT POLICY
The Company has identified the key risks which can impact the business of the Companyand reviews these risks on a regular basis. The Company evaluates these parameters andtake necessary action wherever required to minimize the impact on the business of theCompany.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate systems of Internal Control to ensure compliance withpolicies and procedures which is commensurate with size scale and complexity of itsoperations.
In any organization communication with employee is a key determinant factor of successyour company believes that employees are the most valued assets for success and growth ofthe Company. Your Company had implemented internet network for communication betweenmanagement and employees for enhanced accessibility and transparency. Company has alsoinitiated many morale building programs to strengthen their self-belief which furtherbenefits the Company.
The Company has not accepted any deposit within the meaning of the Chapter V toCompanies Act 2013. Further no amount on account of principal or interest on deposit wasoutstanding as at the end of the year under report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION PROHIBITION &REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to set upan Internal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year the Companyhas not received any complaint of harassment.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Ashwani Khemka Managing Director retires byrotation at the forth coming annual general meeting and being eligible to offer himselffor re- appointment.
Pursuant to Section 149(7) of the Act the Company has received declaration ofIndependence from all the Independent Directors as stipulated under section 149(6).
Details of Directors seeking appointment / reappointment at the forthcoming AannualGeneral Meeting are annexed to the Notice convening the Annual General Meeting and formspart of the Annual Report.
ANNUAL EVALUATION OF DIRECTORS BOARD AND CHAIRMAN
The performance of the Board of Directors Individual Director and Chairman wasevaluated on annual basis in the meeting and the same was recorded as satisfactory.
DECLARATION FROM INDEPENDENT DIRECTORS
The independent Directors have individually declared to the Board that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 at thetime of their respective appointment and there is no change in the circumstances as on thedate of this report which may affect their status as an Independent Director.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:
The Company has held 8 ( Eight) Board Meetings during the year under review on 30thJune 2020 31st August' 2020 14th September' 2020 13th November'2020 24th December' 2020 21st January 12th February2021 and 31st March 2021
The Company has held 4 (Four) Audit Committee Meetings during the year under review on30th June 2020 14th September 2020 13th November' 2020and 12th February 2021.
WHISTLE BLOWER POLICY:
The Company has a whistle blower policy to report genuine concerns or grievances.
Company established a vigil mechanism pursuant to the provisions of section 177(9)& (10) of the Companies Act 2013 and as per Clause 49 of the Listing Agreement fortheir directors and employees to report their genuine concerns or grievances. which alsoincorporates a whistle blower policy in terms of the Listing Agreement includes an Ethics& Compliance Task Force comprising senior executives of the Company. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the member of Audit committee or to the Chairman of the Audit Committee.
STATEMENT OF DIRECTORS' RESPONSIBILITY
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
(b) the Directors have 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 your Company as at 31st March 2021 and of the profitand loss of the Company for the financial year ended 31st March 2021;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
The conditions of corporate governance requirements are not applicable to the Companyin view of net worth requirements.
AUDITORS AND AUDITORS' REPORT:
M/s. R.B. Gohil & Co. Chartered Accountants were appointed for a period of 5years from the financial period year 01-04-2017 till 31-03-2022 and their tenure willcontinue upto the end of financial year 3103-2022 and thereafter they are eligible forre-appointment for another term of 5 years. The Auditors' Report for the financial year2020-2021 does not contain any qualification reservation or adverse remark.
Pursuant to the provisions of the Companies Act 2013 the Board of Directors haveappointed M/s Chetan Gandhi & Associates Cost Accountants as Cost Auditors for thefinancial year ending March 312022 at a remuneration decided by the Board of Directors onrecommendation of Audit Committee. Necessary resolution seeking the ratification byshareholders of the Company has been proposed in the notice convening Twenty-SeventhAnnual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Mohd. Akram Practicing Company Secretary to conduct the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- A" to this Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
The Company does not have any employee of the category specified Section 197 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant / material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
Your Company does not have any ESOP scheme for its employees/Directors.
A) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Additional information as required in terms of the provisions of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 in respect to abovematters is given below:
|Power and Fuel Consumption ||2021-21 ||2019-20 |
|1. Gas and Electricity || || |
|a) (1) Gas ||- ||- |
|(2) Electricity || || |
|Unit ||585499 ||462348 |
|Total Amt. (Rs.) ||5857845 ||4465900 |
|Average Rate / Unit ||10.00 ||9.659 |
|b) (1) Own Generation ||- ||- |
|2. Coal ||- ||- |
|3. Furnace Oil LSHS & L.D.O. || || |
|Quantity (Ltrs) ||32914 ||23698 |
|Total Amt. ( Rs.) ||1757487 ||1213207 |
|Average Rate / Unit ||53.40 ||51.19 |
|4. Other /Internal Generation || |
B. RESEARCH & DEVELOPMENT
The Company has no specific Research and Development Department. However the Companyis outsourcing the R&D work for the development of new monocular and also has ain-house Quality Control Department to check the quality of different productsmanufactured.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign exchange used and Earned
|Particulars ||For the year ended March 31 |
| ||2021 ||2020 |
|Used ||9563733 ||19598640 |
|Earned ||140628378 ||108691193 |
Your Board of Director is grateful to the Company's Shareholders Bankers GovernmentAuthorities Customers Suppliers Distributors and Business Associates for theircontinued and valued support. The Directors also wish to place on record theirappreciation to Company's personnel at all levels for the contribution made by themtowards the working of your Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||ASHWANI KHEMKA |
|Date: August 19 2021 ||Chairman |