We hereby present the Thirty Fifth Annual Report of your Company along with the AuditedFinancial Statements of the Company for the financial year ended March 31 2020.
1. Financial Summary
The summarised financial performance (Standalone and Consolidated) of your Company forfinancial year 2019-20 and financial year 2018-19 is given below:
(Rs. in Millions)
| ||Standalone ||Consolidated |
|Particulars || || || || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from operations ||2273.33 ||1662.60 ||11792.44 ||10393.07 |
|Other income ||145.61 ||139.56 ||100.89 ||86.72 |
|Profit before interest depreciation and tax ||367.98 ||166.44 ||1804.11 ||1336.06 |
|Less: Finance costs ||50.35 ||32.20 ||357.14 ||328.02 |
|Less: Depreciation and amortisation expenses ||89.50 ||72.21 ||506.22 ||419.20 |
|Profit before tax ||228.13 ||62.03 ||940.75 ||588.84 |
|Tax expenses / (credits) - Current tax ||31.83 ||13.29 ||227.44 ||141.99 |
|- Deferred tax ||(17.11) ||(13.29) ||(104.83) ||59.83 |
|- Current tax of prior period reversed ||- ||(13.83) ||(2.32) ||(181.75) |
|Profit after tax ||213.41 ||75.86 ||820.46 ||568.77 |
|Profit for the year attributable to: || || || || |
|Owners of the Company ||213.41 ||75.86 ||699.05 ||486.60 |
|Non-controlling interest ||- ||- ||121.41 ||82.17 |
2. Business Performance Review
Financial year 2019-20 (FY 2019-20) was very significant year as we focused on buildingcapabilities along with delivering strong performance. The year was full of challengessuch as BREXIT global shortage of API due to regulatory shutdown in China and COVID.Despite these challenges we improved our margins significantly and our investments havealso played out. We have significantly ramped up growth during the financial year and havedelivered robust 13.5% growth in top-line.
During FY 2019-20 on consolidated basis your Company's revenue stood at Rs.11792million as against Rs.10393 million in the financial year 2018-19 (FY 2018-19). TheCompany posted an EBITDA of Rs.1758 million as against Rs.1327 million in FY 2018-19.EBITDA margin during the year stood at 14.9% up by 210 bps over previous year.
On a standalone basis your Company's revenues for FY 2019-20 stood at Rs.2273 millionas against Rs.1663 million in FY 2018-19. The Company posted an EBITDA of Rs. 222 millionin the FY 2019-20 as against Rs.27 million in FY 2018-19. The Company made a net profit ofRs.213 million.
A detailed analysis on the Company's operational and financial performance for the yearis covered under Management Discussion and Analysis Report' which forms part of thisAnnual Report.
India's only FDA approved API manufacturing facility in Vizag receivedWHO-Geneva Approval.
Completed 19 US filing from the USFDA approved facility Key growthdriver.
Established relationship with top 10 veterinary companies with a steady customerbase across US Europe LATAM & India.
Filed world's largest animal injectable product in EU with an addressable globalmarket of ~USD 350mn.
Dedicated infrastructure of formulation R&D established in Mumbai.Strengthened R&D program and capabilities (infrastructure & team).
Wide range of products predominantly in Anthelmintics & emerging NSAIDportfolio.
Strong presence across key geographies Europe LATAM Turkey India Africa& South East Asia.
Commercialised nutrition business in EU.
The Board of Directors of your Company in order to conserve the funds for futurebusiness growth has decided that it would be prudent not to recommend any Dividend forthe year under review.
In accordance with Regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations')your Company has formulated a Dividend Distribution Policy which ensures a fair balancebetween rewarding its Shareholders and retaining enough capital for the Company's futuregrowth. This Policy is available on the Company's website athttp://www.sequent.in/pdf/policies/ Sequent_Dividend_Distribution_Policy.pdf
4. Transfer to Reserves
During the year under review your Company has not made any transfer to the Reserves.
5. Share Capital
As on date the authorised share capital of the Company is Rs.500000000/- dividedinto 250000000 equity shares of Rs.2/- each.
The issued subscribed and paid-up equity capital of the Company as on date isRs.496741990/- divided into 248370995 equity shares of Rs.2/- each.
During the year under review there has been no change in the authorised share capitalof your Company. Your Company had allotted 1500000 equity shares of Rs.2/- each toSequent Scientific Employee Stock Option Plan Trust during the year.
Your Company has not issued any equity shares with differential voting rights or sweatequity shares. Further your Company has not allotted any equity shares after the balancesheet date i.e. March 31 2020.
6. Corporate Actions
Open Offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011
On May 8 2020 the Promoters of your Company have agreed to sell their entireShareholding in the Company to CA Harbor Investments which belongs to the group ofentities doing business globally as The Carlyle Group' (the Acquirer') whoalso intends to acquire control over the Company.
The proposed transaction attracted an obligation on the Acquirer to make an Open Offeras required under Regulations 3(1) and 4 of Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations 2011 (SEBI SAST').
Pursuant to and in compliance with Regulations 3(1) 4 and other applicable Regulationsof the SEBI SAST the Acquirer together with the Person acting in concert made an OpenOffer on May 8 2020 for acquisition of up to 64576459 (Sixty Four Million Five HundredSeventy Six Thousand Four Hundred and Fifty Nine) fully paid-up equity shares of facevalue of Rs.2 (Indian Rupees Two only) each of the Company constituting 26% (twenty sixpercent) of the Expanded Voting Share Capital of the Company (as of the 10thworking day from the closure of the tendering period for the Offer). The price agreed withthe Promoters and offered to the Shareholders in open offer is Rs. 86/- per equity share.
7. Subsidiaries Joint Ventures and Associate Companies
As at March 31 2020 your Company has 22 (Twenty-Two) Subsidiaries out of which 8were Wholly Owned Subsidiaries and your Company does not have any Joint Ventures/Associate Companies.
Following were the changes in Subsidiaries during the financial year ended March 312020:
|Sequent Antibiotics Private Limited ||Struck-off w.e.f. July 26 2019 |
|Sequent Pharmaceuticals Private Limited ||Struck-off w.e.f. July 26 2019 |
|Alivira UA Limited ||Struck-off w.e.f. August 18 2019 |
|Alivira Animal Health USA LLC ||Incorporated on March 25 2020 |
8. Consolidated Financial Statements
In accordance with the provisions of the Companies Act 2013 (hereinafter referred toas the "Act") read with the Companies (Accounts) Rules 2014 applicableAccounting Standards prescribed by the Institute of Chartered Accountants of India and theprovisions of the Listing Regulations the Consolidated Audited Financial Statements formspart of this Annual Report.
9. Accounts of Subsidiaries
In accordance with Section 129(3) of the Act read with rules made thereunder astatement containing salient features of the financial position of Subsidiaries is givenin Form AOC-1 attached as an "Annexure 1" forming integral part of thisReport. As required under Section 134 of the Act the said form also highlightsperformance of the subsidiaries.
Further in accordance to the provisions of Section 136(1) of the Act the AnnualReport of the Company containing therein Audited Standalone and Consolidated FinancialStatements of the Company and also the Audited Financial Statements of each of theSubsidiary Companies have been placed on the website of the Company at www.sequent.in.
10. Extract of Annual Return
Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Managementand Administration) Rules 2014 an extract of the Annual Return in Form MGT-9 for theyear ended March 31 2020 is annexed as an "Annexure 2" and is alsoavailable on the website of the Company athttp://www.sequent.in/pdf/annual-report/MGT-9_%202019-20.pdf. Further pursuant to Section134(3)(a) of the Act a copy of Annual Return for FY 2018-19 was hosted on the website ofthe Company and web-link to access the same ishttp://www.sequent.in/pdf/annual-report/MGT-7_%202018-19.pdf. Further a copy of AnnualReturn for the year ended March 31 2020 will be hosted on the website of the Company atwww.sequent.in.
11. Credit Rating
As on March 31 2020 for long-term bank facilities of the Company credit ratingassigned by India Ratings & Research (Fitch Group) was "IND A-" with outlookbeing "Stable". The said ratings signify a high degree of safety regarding thetimely servicing of financial obligations.
Further for the Company's short-term bank facilities India Ratings & Research(Fitch Group) assigned the rating as "IND A2+" which signifies strong safetyregarding timely payment of financial obligations and carry the lowest credit risk.
12. Public Deposit
During the year under review your Company has not accepted or renewed any publicdeposits in terms of Sections 73 and 74 of the Act read with Rules framed thereunder.
13. Directors & Key Managerial Personnel
As on March 31 2020 the Board comprises of 7 Directors out of which 2 Directors areExecutive 3 Directors are Non-Executive Independent including one Woman Director and 2Directors are Non-Executive Non-Independent. The Board is headed by Dr. Gopakumar NairIndependent Chairman of the Company.
During the year under review there were following changes at the Board level:
Dr. Gopakumar Nair (DIN: 00092637) was re-appointed as a Non-ExecutiveIndependent Director of the Company for a second term of three consecutive years w.e.f.September 29 2019
Dr. (Mrs.) Kausalya Santhanam (DIN: 06999168) was re-appointed as aNon-Executive Independent Director of the Company for a second term of five consecutiveyears w.e.f. October 28 2019
Mr. Manish Gupta (DIN: 06805265) was re-appointed as a Managing Director of theCompany for a term of five years w.e.f. November 12 2019
Mr. Sharat Narasapur (DIN: 02808651) was re-appointed as a Joint ManagingDirector of the Company for a term of five years w.e.f. January 8 2020 All the aforesaidre-appointments of Directors were duly approved by the Members of the Company at theAnnual General Meeting held on August 29 2019.
All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of Listing Regulations and that they are not aware of any circumstances orsituations which exist or may be reasonably anticipated that could impair or impacttheir ability to discharge duties with an objective independent judgment and without anyexternal influence. In the opinion of the Board all Independent Directors are independentof the management.
During the year under review Mr. Krupesh Mehta resigned from the position of CompanySecretary & Compliance Officer of the Company w.e.f. close of working hours of June29 2019. In accordance with the provisions of Section 203 of the Act Mr. Krunal Shah wasappointed as Company Secretary & Compliance Officer of the Company w.e.f. November 132019 by the Board pursuant to recommendation of Nomination and Remuneration Committee(NRC).
As on March 31 2020 Mr. Manish Gupta Managing Director Mr. Sharat Narasapur JointManaging Director Mr. Tushar Mistry Chief Financial Officer and Mr. Krunal Shah CompanySecretary were the Key Managerial Personnel of the Company in terms of Section 203 of theAct.
14. Number of Board Meetings
During the year under review 4 (Four) Board Meetings were held on May 14 2019 July31 2019 November 13 2019 and January 28 2020. The maximum interval between any twoconsecutive Board Meetings did not exceed 120 days.
15. Company's Policy on Appointment and Remuneration of Directors and Key ManagerialPersonnel
Pursuant to Section 178 of the Act Nomination and Remuneration Committee (NRC) hasformulated "Sequent's Policy on Director's Appointment and Remuneration" whichdeals inter-alia with appointment and remuneration of Directors Key ManagerialPersonnel Senior Management and other employees. The said Policy is uploaded on thewebsite of the Company and web-link thereto is http://www.sequent.in/pdf/policies/Nomination-Remuneration-Policy_2019.pdf
The salient features of the Policy are as under:
NRC to identify persons who are qualified to become Directors and SeniorManagement of the Company;
NRC to guide Board in relation to appointment retention and removal ofDirectors Key Managerial Personnel and Senior Management of the Company;
NRC to evaluate the performance of the Members of the Board includingIndependent Directors to provide necessary information/ report to the Board for furtherevaluation;
NRC to recommend to the Board on remuneration payable to the Directors and KeyManagerial Personnel;
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial person and create competitive advantage;
To devise a policy on Board diversity;
To develop a succession plan for the Board and to regularly review the plan.
16. Board Evaluation Pursuant to provisions of Schedule IV of the Act and Rulesmade thereunder and provisions of Listing Regulations the Company has formulated a policycalled SeQuent Board Performance Evaluation Policy' (the Policy'). Based onthis your Company has prepared a questionnaire to carry out the evaluation of performanceof every Director including the Independent Directors on an annual basis.
The questionnaire is structured to embed various parameters based on which theperformance of a Board can be evaluated. Customised questionnaires are formulated forevaluating Independent Directors Non-Executive Directors Whole-time DirectorsChairperson of the Board Committees of the Board and the Board as a Whole. Based on thePolicy the evaluation was conducted by the Company.
17. Committees of the Board
The Board of Directors have the following Committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders' Relationship Committee iv. Corporate Social Responsibility Committee
The details of the Committees along with their composition number and dates of theMeetings and attendance at the Meetings are provided in the Corporate Governance Report.
18. Auditors and Auditors Report
In accordance with the provisions of Section 139 of the Act at the Annual GeneralMeeting held on August 29 2019 M/s. S R B C & CO LLP Chartered Accountants (FirmRegistration No. 324982E/ E300003) were appointed as Statutory Auditors of the Company fora period of 5 years commencing from the conclusion of 34th Annual GeneralMeeting (AGM) till the conclusion of 39th AGM.
The Company has received a letter from M/s. S R B C & Co. LLP CharteredAccountants confirming that they are eligible for continuing as Statutory Auditors of theCompany.
The Independent Auditors' Report on Standalone and Consolidated Financial Statementsfor the year ended March 31 2020 forms integral part of this Annual Report. TheIndependent Auditors' Report on Standalone Financial Statements does not contain anyqualifications reservations adverse remarks disclaimer or emphasis of matter.
The Independent Auditors' Report on Consolidated Financial Statements contains belowmentioned Audit Qualification:
"As explained in note 12(b) of the results due to travel restrictions on accountof outbreak of Covid-19 we were neither able to observe the physical count of inventoryas at the year-end nor verify the inventory by other means subsequent to the year end inrespect of subsidiaries in Germany and Belgium. Further the auditors of subsidiaries inSpain and Turkey were neither able to observe the physical count of inventory as at theyear-end nor could they verify the inventory by other means subsequent to the year end.
We and the auditors of such subsidiaries were unable to determine the effect thereof onthe results of operations and total equities of respective subsidiary entities andconsequently we were unable to determine adjustments that may be required to closing stockof Rs.12083 lakhs included in the total inventories of Rs.21942 lakhs in theconsolidated financial results as at March 31 2020."
The Management response on the above-mentioned Audit Qualification on ConsolidatedFinancial Statements is given below:
Out of total inventory around 55% has been covered through physical verification ofinventory by respective auditors and no material differences have been observed. For thebalance 45% inventory though the respective auditors have not been able to conductphysical verification the management has conducted the physical count and no materialdifferences have been observed. Further being part of pharmaceutical Industry theinventory management is also part of review by the respective regulatory authorities.Hence the Management believes that there was no impact on the financial results for theyear ended March 31 2020.
The Statutory Auditors of the Company have not reported any fraud under Section 143(12)of the Act.
Pursuant to the provisions of Section 204 of the Act read with Rules thereunder theBoard has appointed M/s. Nilesh Shah & Associates (Certificate of Practice No: 2631)Practicing Company Secretaries to conduct Secretarial Audit of the Company for the yearended March 31 2020. The Secretarial Audit Report issued by them in Form No. MR-3 isprovided as an "Annexure 3" to this Report. The Secretarial Audit Reportdoes not contain any qualifications reservations or adverse remark.
Pursuant to Section 148(1) of the Act your Company needs to maintain cost records andaccordingly your Company has maintained Cost Audit Records.
Pursuant to Section 148(3) of the Act read with Companies (Cost Records and Audit)Rules 2014 M/s. Kirit Mehta & Co. Practicing Cost Accountants were appointed asthe Cost Auditors of the Company for the financial year 2019-20. The Cost Audit Report forthe financial year ended March 31 2020 would be filed within the due date prescribed bylaw.
The remuneration proposed to be paid to the Cost Auditors for the financial year2020-21 forms part of the Notice of the ensuing AGM for approval of the Shareholders.
19. S egment
Your Company operates only in a single segment i.e. Pharmaceuticals Segment.
20. Particulars of Employees and Related Disclosures
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as an Annexure 4' forming part of thisreport except the report as per Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. In terms of Section 136 of the Act the said reportis open for inspection at the Registered Office of the Company during working hours andany Member interested in obtaining a copy of the same may write to the Company Secretaryat the Registered Office of the Company.
21. Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177(9) of the Act and Listing Regulations theCompany has established Whistle Blower Policy for the directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of Company'sCode of Conduct. It also provides adequate safeguards against the victimisation ofemployees who avail this mechanism and allows direct access to the Chairperson of theAudit Committee in exceptional cases. The Whistle-blower Policy is hosted on the Company'swebsite and can be accessed at http://www.sequent.in/pdf/policies/Sequent_Whistle%20Blower%20Policy_2019.pdf
22. Particulars of Loans given Investments made Guarantees given and Securitiesprovided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilised by the Company are provided in Note nos. 5 6 12 16 and 44 to the StandaloneFinancial Statements in the Annual Report.
23. Related Party Transactions
All the transactions entered with related parties are in the ordinary course ofbusiness and on arm's length basis.
Further there were no materially significant related party transactions with itspromoters the directors or the management their subsidiaries or relatives etc. that mayhave potential conflict with the interests of the Company at large.
The particulars of material contracts or arrangements with related parties referred toin Section 188(1) of the Act as prescribed in Form No. AOC-2 of the Rule 8(2) ofCompanies (Accounts) Rules 2014 is given as an Annexure 5' forming part ofthis report.
All transactions with the Related Parties are disclosed in Note No. 44 to theStandalone Financial Statements in the Annual Report.
24. Corporate Social Responsibility
As per Section 135(1) of the Act your Company has constituted a Corporate SocialResponsibility Committee comprising of Dr. Gopakumar G Nair Mr. Manish Gupta and Dr.(Mrs.) Kausalya Santhanam as its Members. Your Company has adopted a policy on CorporateSocial Responsibility.
The disclosure as required under Companies (Corporate Social Responsibility Policy)Rules 2014 is set out in Annexure 6' forming part of this report.
25. Risk Management
Your Company has a risk management framework for identifying and managing risks.Additional details are provided in the Management Discussion and Analysis' reportforming part of this report.
26. Internal Financial Controls
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operations were observed.
Internal Financial Controls have been designed to provide reasonable assurance withregards to the recording and providing reliable financial and operational informationcomplying with applicable Accounting Standards.
Your Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 of the Act read together with theCompanies (Indian Accounting Standards) Rules 2015.
27. Significant and Material Orders passed by the Regulators or Courts or Tribunals
There were no significant or material orders passed by the Regulators Courts orTribunals during the year under review which would impact the going concern status of yourCompany and its future operations.
28. Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act your Directorsto the best of their knowledge and belief and according to the information andexplanations obtained by them state and confirm that:
a) In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
b) Such accounting policies as mentioned in the notes to the Financial Statements forthe year ended March 31 2020 have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements for the year ended March 31 2020 have been preparedon a going concern basis;
e) Internal financial controls to be followed by the Company have been laid down andthat the said financial controls were adequate and were operating effectively;
f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.
29. Conservation of Energy Technology Absorption Foreign Exchange Earnings/ Outgo andExpenditure on Research & Development
The particulars as prescribed under Section 134(3) (m) of the Act read with Rule 8(3)of the Companies (Accounts) Rules 2014 is enclosed as an Annexure 7' formingpart of this report.
30. Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace
Your Company always endeavours and provide conducive work environment that is free fromdiscrimination and harassment including sexual harassment. Your Company has zero tolerancetowards sexual harassment at workplace and has adopted a policy for prevention of SexualHarassment of Women at workplace. The Company has set up an Internal Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013to look into complaints relating to sexual harassment at workplace of woman employee.
During the year under review no complaints pertaining to sexual harassment werereceived and no complaint was pending as on March 31 2020.
31. Corporate Governance Report
As per Regulation 34(3) read with Schedule V of the Listing Regulations your Companyhas complied with the requirements of Corporate Governance. A Corporate Governance Reportalong with Statutory Auditors' Certificate confirming compliance of Corporate Governancefor the year ended March 31 2020 is provided separately and forms integral part of thisAnnual Report.
32. Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis containing information inter-alia on industry trends your Company'sperformance future outlook opportunities and threats for the year ended March 31 2020is provided in a separate section forming integral part of this Annual Report.
33. Secretarial Standards
During the year under review your Company has complied with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India. The samehas also been confirmed by Secretarial Auditors of the Company.
34. Material changes and commitments affecting the financial position of the Company
There were no material changes and commitments affecting the financial position of yourCompany between the end of the FY 2019-20 and date of this report.
35. Employee Stock Option Scheme
Your Company has formulated an Employee Stock Option Plan titled "SSL ESOP Scheme2010" (the "ESOP 2010") in accordance with the provisions of Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 (the "SEBIESOP Guidelines") and the scheme is administered through a Trust. During the yearunder review
NRC has granted 1135000 options to identified employees and 902250 options werelapsed due to resignation of employees. As at March 31 2020 4138500 Stock options areoutstanding.
The ESOP Scheme of the Company is in compliance with the SEBI ESOP Guidelines.
Further disclosure under Section 62 of the Act read with Rule 12 of Companies (ShareCapital and Debentures) Rules 2014 and SEBI ESOP Guidelines is enclosed as an Annexure8' forming part of this report.
36. Transfer of Equity Shares of the Company to the Investor Education and ProtectionFund (IEPF) Account
During the year under review there were no amounts which were required to betransferred to the IEPF account by the Company pursuant to the provisions of Section124(6) of the Act read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016.
37. A ppreciation
Your Directors place on record their sincere gratitude and appreciation for all theemployees at all levels for their staunch dedication and highly motivated performanceacross the globe which contributed greatly for persistent performance of the Company.
Your Directors also sincerely thank all the stakeholders medical professionalsbusiness partners government & other statutory bodies banks financial institutionsanalysts and shareholders for their continued assistance cooperation and support.
| ||For and on behalf of the Board of Directors of |
| ||SeQuent Scientific Limited |
|Place: Thane ||Dr. Gopakumar G Nair |
|Date: May 12 2020 ||Chairman |