Your Directors are pleased to present the 31st Annual Report and the Audited FinancialStatements for the financial year ended 31st March 2020.
1. Financial Highlights
A summary of the Company's financial results for the year ended 31st March 2020vis-a-vis financial results for the previous year ended 31st March 2019 is as under :
(Rs. in lakhs)
| ||Financial Year ||Financial Year |
| ||2019 - 20 ||2018 - 19 |
|Revenue from operations ||13107.36 ||13741.09 |
|Other Income ||442.14 ||88.03 |
|Total Income ||13549.50 ||13829.12 |
|Expenditure ||11583.69 ||12081.93 |
|Depreciation and amortisation expense ||438.62 ||413.50 |
|Total Expense ||12022.31 ||12495.43 |
|Profit before finance costs and tax ||1527.19 ||1333.69 |
|Finance costs ||318.05 ||358.04 |
|Profit Before Tax (PBT) ||1209.14 ||975.65 |
|Tax Expense ||364.424 ||289.47 |
|Profit for the year ||844.71 ||686.18 |
|Other Comprehensive Income (Net of Tax) ||Nil ||Nil |
|Total Comprehensive Income for the year ||844.71 ||686.18 |
2. Operational Performance and State of Company's Affairs
During the year under review Net Sales & Other Income of the Company was Rs.135.49 crore as compared to Rs. 138.29 crore in the previous year registering a decreaseof 2.02% over the previous year.
However the Profit After Tax (PAT) for the year is Rs. 844.71 Lakhs compared to Rs.686.18 Lakhs in the previous year registering a growth of 23.1%. Improvement inprofitability was due to decrease in raw material consumption and reduction in financecost. A detailed overview has been provided under Management Discussion and AnalysisReport.
We have been able to reduce our debtors by Rs. 11.81 crore viz. a decrease of 33% overthe previous year. Our debtor days have reduced to 68 days from 98 days in the previousyear. In addition we have also reduced inventory by Rs. 5.59 crore i.e. 25% of ouropening inventory. Our inventory days have reduced from 92 in the previous year to 75days. Due to better working capital management we have been able to reduce cash creditutilization by Rs. 11.5 crore reducing our total outstanding debt to only Rs. 13.7 croreat the end of FY 2019 - 20. Due to this the total debt of the company reduced by 45% injust one year.
The company has incurred capital expenditure of Rs. 4.74 crore primarily fordebottlenecking and upgradation of infrastructure. The entire capital expenditure wasfunded from internal accruals and there is no term loan or long term debt on the books.
The company's finance position is very healthy with very low debt and good cash flows.We believe the strength of our balance sheet will help us emerge stronger after thechallenging situations emerging out of Covid - 19 are normalized.
3. Covid - 19
Financial Year 2020 - 21 has started on an uncertain note due to the lock-down onaccount of Covid - 19. Control of pandemic is dependent on availability of treatmentdeveloped by pharma companies based on R&D efforts currently undergoing in manycountries.
The company experienced 2 weeks of total production loss due to nationwide lockdown inthe first quarter of FY 2020 - 21. With the economy slowly opening up with the progressivelifting of lockdown the company has also revived its operations in a phased manner as pergovernment orders. Given majority of the company's products are in the chronic segmentthe overall demand for the products should not be significantly affected by the Covid - 19pandemic. However predicting demand and growth outlook for your company's products duringthe current year may be difficult at present. The Company will continue to monitor suchimpact on future economic conditions and inform the members periodically.
The Board of Directors recommend confirmation of interim dividend of Rs. 3/- (30%) perEquity Share of the face value of Rs. 10/- each paid in March 2020 as final Dividend.However due to country wide lockdown bank drafts for payment of dividend could not besent out to the shareholders who had not provided their bank details for electronictransfer of funds. As soon as the position permits arrangement shall be made to pay thedividend to the shareholders at the earliest.
During the year under review your Company neither accepted nor renewed any fixeddeposits falling within the ambit under provisions of Section 73 of the Companies Act2013 and The Companies (Acceptance of Deposits) Rules 2014. Outstanding amount of loanaccepted by the company from its Directors: Rs. 134.97 Lakhs (Mr. E. Purushotham : Rs.98.05 Lakhs and Mrs. E. Vaishnavi : Rs. 36.92 Lakhs). The company has also obtained adeclaration from the said directors stating that the amount of loan is not being given outof funds acquired by them by borrowing or accepting loans or deposits from others.
6. Change in the Nature of Business
There has been no change in the nature of business during the year.
7. Material Changes And Commitments If Any Affecting The Financial Position OfThe Company Having Occurred Since The End Of The Year And Till The Date Of The Report
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
8. Share Capital
The paid up Equity Share Capital as at 31 st March 2020 stood at Rs 381.54 Lakhs.During the year under review the Company did not issue any Equity Shares. Further therehas been no change in the capital structure of the Company during the year.
9. Human Resource Development (HRD) & Industrial Relations
In the 30th year of establishment the company has taken several initiatives for itshuman resources with special emphasis on skill development. The company's new trainingprogram has resulted in improved quality of its human resources as well as reducedtraining and skill acquisition time for new recruits.
Your Directors place on record their appreciation for the commitment dedication andhard work put in by the employees of the Company during the Covid - 19 pandemic andsubsequent handling of operations after the lockdown was gradually lifted.
10. Quality & Regulatory Initiatives
The company's Laboratory Information Management System (LIMS) installed last year hasbeen working well to enhance the quality control unit's operational capabilitiesparticularly with respect to regulatory compliance. The company is working continuously toupgrade its systems to keep with global regulatory framework.
In FY 2019 - 20 the company has filed 6 and 4 Drug Master Files (DMF) for AmlodipineBesilate and Metformin respectively in 8 different countries such as Singapore ChinaIndonesia Malaysia Uganda Ethiopia etc. The company plans to file several more DMF inthe year 2020 - 21 for its products in various markets. All these registrations willsupport strong export growth in the coming years.
11. Research and Development (R&D)
The company's Hyderabad R&D unit completed a full year of operations in the currentyear. The R&D team has grown to 17 scientists and is expected to grow to 25 in FY
2020 - 21. The team has developed process for 3 molecules in chronic segments ofhypertension and diabetes. In addition several other cost optimization and qualityimprovement projects of existing products were also executed. The Process Development (PD)lab based at the manufacturing site has also contributed immensely by developing variouscost cutting processes.
The company's R&D has developed 3 new API molecules at the lab scale in the currentyear. The commercialization of these molecules was postponed from the current year due tosupply chain disruptions because of Covid - 19. These products along with others developedin FY 2020 - 21 will be commercialized in FY 2020 - 21.
12. Management Discussion and Analysis Company's Performance
The company's sales growth was muted in the current year on account of a few factorswhich are discussed below:
1. India Pakistan Political Row: In retaliation to Balakot air strike the governmentof Pakistan imposed ban on import of pharmaceutical products from India during FY 2019 -20. Although the ban was subsequently lifted significant export revenue from Pakistan waslost in the earlier part of the current year. The company is confident of making up thisloss of revenue in FY 2020 - 21 as we have strong client base in Pakistan.
2. Fire Accident: Due to a fire accident in November 2019 at one of the finished goodswarehouses some finished goods were destroyed. These products could not be delivered ontime and resulted in sales loss. The company's claim is in process with the Insurancecompany and the company expects to be reimbursed fully for the loss barring basicdeductibles as per policy. The warehouse has been repaired and is operational again.
3. Covid - 19 : During the last quarter raw material supply disruption from Chinacaused delays in production. In addition due to the nationwide lockdown in March somequantities of finished goods stock of Rs. 4.75 crore could not be shipped. This has alsoreduced realizable sales of the company by a significant amount.
The management is continuously working to making its operations more efficient andreducing cost. We are glad to report that the efforts have started yielding good results.Despite muted growth in revenue the company has done very well on profitabilityparameters. The company's EBITDA % has increased by 180 bps than previous year. This ismainly due to technological improvements in process which resulted in lower raw materialconsumption.
The company has worked closely with its clients to get better payment terms withoutlosing revenue. This has resulted in reducing receivables by Rs. 11.8 crore viz. ~33% ofreceivables opening balance. In addition the company's continued efforts in improvingproductivity in operations has resulted in a reduction in inventory of Rs. 5.6 crore viz.~25% of inventory opening balance. In addition the company has reinvested its profitsprimarily in repaying its short term borrowings. The company has reduced its cash creditutilization by Rs. 11.5 crore in this year alone viz. ~45% of cash credit utilizationopening balance. The company does not have any long term borrowings and did not raise anylong term debt in the current year. Consequently finance cost has reduced significantlydue to this reduction in working capital requirements. Thus at the PBT level the companyhas clocked a growth of 24.5% to achieve a PBT of Rs. 12.14 crore.
Majority of the company's products are in the chronic segment such as diabetes andhypertension. As such the overall demand for the company's products should not besignificantly affected by the Covid - 19 pandemic as these products are consumedcontinuously. Predicting demand and growth outlook for your company during the currentyear may be difficult at present. However the company is confident of achieving sales andprofit better than FY 2019 - 20.
The company is very well placed financially with very low debt on the books. Thecompany is taking a conservative approach for FY 2020 - 21 and not looking to increase itsshort and long term debt. The company is also not going for any capacity expansion in FY2020 - 21. The company has adequate capacity to meet volume growth of its products and anynew products launched in this year. Any capital investment that will be needed for normaloperations shall be funded from internal accruals.
The company had increased its research and development expenditure in FY 2019 - 20which is bearing fruit. The company shall be launching several products primarily in thediabetes and hypertension therapeutic category in FY 2020 - 21. Due to Covid-19 theproduct launches scheduled in the last quarter of FY 2019 - 20 were delayed. However thecompany is aggressively trying to make up lost time and launch 5 - 6 products in FY 2020 -21.
The company is preparing to start domestic branded generics marketing division in FY2020 - 21. The company has identified diabetes and hypertension as focus therapeutic areasfor its formulation division and is working on launching a basket of products in thesecategories. Several of the products identified contain the APIs manufactured by thecompany and hence will give the company a significant cost advantage.
Opportunities and Threats
The global realignment of supply chains including that of pharmaceutical sector hascreated unprecedented opportunities for Indian pharma companies. At a global levelpharmaceutical companies are evaluating and looking at developing new sources for API& KSM to reduce dependency in China. In addition Government of India's "AtmaNirbhar" mission has addressed a key issue of API & key starting material (KSM)self sufficiency at a national level through a new scheme aimed at building API & KSMcapacity in the country.
The company is thus working on identifying products particularly of KSM of API tocater to these new industry requirements. In addition the company believes that there ishuge opportunity to promote its API to companies who are currently dependent on a singlesource but want to build a diversified supply chain. The company is in the process ofdevising a comprehensive strategy to capitalize on the opportunities created due to thecurrent geopolitical and Covid 19 situations both for API and KSM.
As new opportunities have been created so have new threats sprung up. The globaleconomic slowdown unleashed due to Covid 19 could potentially create many unforeseencircumstances ranging from companies shutting down to slow down in demand.
There is a possibility that some companies may not be able to weather this slowdown andgoing under. In case of customers it could mean loss of revenue stream or in a worsecase non recovery of dues. As such the company is taking a measured and cautiousapproach when extending credit towards sales and trying its best to reduce exposurewithout losing business. In case of suppliers disruption in supply of materials couldcause delays in production or in a worse case loss of revenue streams as customersprocure from other sources. Hence the company has already started working on developingalternate suppliers for some raw materials and developing internal manufacturingcapabilities for other raw materials.
In general pharmaceutical industry does not get significantly impacted due to economicslowdowns particularly in chronic therapeutic categories where drug consumption isnecessary for patient wellbeing. Since majority of the revenue of the company is generatedfrom the chronic therapeutic categories we do not see any significant impact due todemand slow down in the medium to long term. However in the short term there could besome slowdown especially if the industry and our customers decide to reduce inventories indistribution channels. The company is of the firm belief that any such short termreduction in demand will be offset subsequently.
Internal Control Systems
The Company has adequate internal control procedures commensurate with the size of thecompany and the nature of its business with regard to purchases of inventory fixed assetsand with regard to the sale of goods. Due to tight control over internal systems thecompany was able to better its working capital management and reduce debt in the currentyear. To improve these systems further the company has implemented a suitable ERP systemin FY 2019 - 2020.
The company would like to bring to the notice of the members of two key financialratios that have improved significantly (i.e. change of more than 25% compared to previousfinancial year) in comparison to previous financial year:
PAT: PAT grew by more than 27% Y-o-Y primarily because of lower raw materialconsumption and reduced financial cost over the previous year. The explanation forimprovement in each of the parameters has been covered in the previous sections.
Interest Coverage Ratio: Interest coverage ratio has improved from 4.8 to 6.0 viz. 26%improvement. The reason for this improvement is that EBIT has improved significantly whileinterest cost has reduced due to significant reduction in cash credit utilization. Thereasons for improvement in EBIT and reduction of debt has been address in previoussections.
Statements in this Management Discussion and Analysis section of this report describingthe Company's objectives estimates and expectations may be "forward lookingstatements" within the meaning of the applicable laws and regulations. Actual resultsmight differ materially from those either expressed or implied.
13. Directors' Responsibility Statement
As stipulated under the provisions contained in Section 134(3) (c) read with Section134(5) of the Companies Act 2013 ("Act") the Board of Directors to the bestof its knowledge and belief and according to the information and explanations obtained byit hereby states that 1. in the preparation of the annual accounts the applicableaccounting standards have been followed and there are no material departures
2. 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 the Company for that period
3. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safe guarding theassets of the Company and for preventing and detecting fraud and other irregularities
4. the directors have prepared the annual accounts of the Company on a going concernbasis
5. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
14. Directors and Key Managerial Personnel
The Board of Directors is chaired by Executive Promoter Chairman and has an optimumcombination of Executive Non - Executive and Independent Directors.
Mr. Swapnil Eaga (DIN: 01241535) is retiring by rotation and being eligible offershimself for reappointment. You are requested to appoint him.
None of the Directors are disqualified from being appointed as Directors as specifiedin Section 164 of the Companies Act 2013.
The composition of the Board meetings of the Board held during the year and theattendance of the Directors thereat have been mentioned in the Report on CorporateGovernance in the Annual Report.
The Company has Code of Conduct for Directors and senior management personnel. All theDirectors and senior management personnel have confirmed compliance with the said code.
In terms of Section 203 of the Act the Company has the following Key ManagerialPersonnel : Mr. Swapnil Eaga: Chief Financial Officer and Ms. Urvashi Khanna: CompanySecretary.
15. Declaration of Independence
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1) (b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force.)
16. Board Evaluation
In terms of the applicable provisions of the Act the SEBI Listing RegulationsNomination and Remuneration Committee and the Board of Directors have approved aframework which lays down a structured approach guidelines and processes to be adoptedfor carrying out an evaluation of the performance of all the Directors the Board as awhole and its Committees. The evaluation process has been separately explained in thisAnnual Report as a part of the Report on Corporate Governance.
For the year under review the Board carried out the evaluation of its own performanceand that of its Committees and the individual Directors and the evaluation results ascollated and presented were noted by the Board.
17. Meetings of the Board
The Board met 5 (Five) times during the financial year. The meeting details areprovided in the Report on Corporate Governance that forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Act and the SEBI Listing Regulations.
18. Internal Financial Control Systems and Their Adequacy
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
Pursuant to the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 in the 28th Annual General Meeting M/s. N. R.Waghchaure & Associates. Chartered Accountants Solapur (Reg.No.: 114999W) wereappointed as the Statutory Auditors of the Company for a term of five years. Company hashowever obtained confirmation from the said Auditors about their eligibility to continueto hold the office during the current financial year.
20. Auditor's Report And Secretarial Audit Report
The Statutory Auditor's report and the Secretarial Audit report do not contain anyqualifications reservations or adverse remarks or disclaimer. The Secretarial AuditReport submitted by the Secretarial Auditor Mr. H. R. Thakur Practicing CompanySecretary Mumbai in the prescribed form MR-3 is attached as "Annexure - I" andforms part of this report. Observations and suggestions of the Secretarial Auditor havebeen considered by the management of the company.
Further in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 dated 8thFebruary 2019 issued by Securities and
Exchange Board of India the Company has obtained the Annual Secretarial ComplianceReport for the financial year ended 31st March 2020 there by confirming compliance ofthe applicable SEBI Regulations and circulars / guidelines issued thereunder on behalf ofthe Company.
21. Cost Audit
For Financial Year 2020-2021 the Company has re-appointed M/s. Shrinivas Diddi andAssociates Cost Accountants Solapur for conducting cost audit of its cost recordspertaining to the products falling under the product categories - Drugs andpharmaceuticals. M/s. Shrinivas Diddi and Associates are appointed on a remuneration of Rs55000/- plus GST and out of pocket expenses.
The Company is seeking the ratification of the Shareholders for the remuneration to bepaid to the cost auditors vide Resolution No. 4 of the Notice of the ensuing AnnualGeneral Meeting.
22. Conservation of Energy Technology Absorption & Foreign Exchange
The statement giving the particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required in terms ofSection134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014is annexed to this Report as "Annexure-II".
23. General Shareholder Information
General Shareholder Information is given as Item No. 9 of the Report on CorporateGovernance forming part of this Annual Report.
24. Particular Regarding Employees Remuneration
Disclosure comprising particulars with respect to the remuneration of directors andemployees as required to be disclosed in terms of the provisions of Section197(12) of theAct and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed to this Report as "Annexure III".
25. Particulars of Loans Guarantees or Investments
Company did not give any loans guarantees and make any Investment covered under theprovisions of Section 186 of the Companies Act 2013.
26. Related Party Transactions
Related Party Transactions entered into during the year under review were approved bythe Audit Committee and the Board of Directors from time to time and the same aredisclosed in the Financial Statements of the Company for the year under review. Furtherpursuant to the provisions of the Act and the SEBI Listing Regulations the Board ofDirectors has on recommendation of its Audit Committee adopted a Policy on Related PartyTransactions and the said policy is available on the website of the Companyi.e.www.smruthiorganics.com.
In terms of the provisions of Section 188(1) of the Actread with the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the SEBI ListingRegulations all contracts/ arrangements/ transactions entered into by the Company withits related parties during the year under review were in the ordinary course of businessof the Company and on an arm's length basis.
There were no material Related Party transactions during the year.
27. Corporate Governance
The Company is in full compliance with the requirements and disclosures that have to bemade in terms of the requirements of Corporate Governance specified in SEBI
Corporate Governance Report is enclosed as a part of the Annual Report along with thecertificate from the Statutory Auditors M/s. N. R. Waghchaure & Associates CharteredAccountants Solapur confirming compliance of the code of Corporate Governance asstipulated Para E of schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
28. Audit Committee
The Company has an Audit Committee in place in terms of the provisions of Regulation 18of SEBI Listing Regulations read with Section 177 of the Companies Act 2013.
The recommendations made by the Audit Committee to the Board from time to time duringthe year under review have accepted by the Board. Other details with respect to the AuditCommittee such as its terms of reference the meetings of the Audit Committee andattendance thereat of the members of the Committee are separately provided in this AnnualReport as a part of the Report on Corporate Governance.
Further detailed information with respect to the other Committees of the Board is alsoprovided in this Annual Report as a part of the Report on Corporate Governance.
29. Remuneration Policy
The policy on remuneration and other matters provided in Section 178(3) of the Act hasbeen disclosed in the Corporate Governance Report which is a part of this report and isalso available on website of the company www.smruthiorganics.com
30. Vigil Mechanism - Whistle Blower Policy
The Company has a Whistle Blower Policy to report genuine concerns and grievances. Thepolicy provides adequate safeguards against victimisation of persons who use the WhistleBlower mechanism. Details with respect to implementation of the Whistle Blower Policy areseparately disclosed in this Annual Report as a part of the Report on CorporateGovernance. The same is also available on the website of the Company atwww.smruthiorganics.com.
31. Prevention of Sexual Harassment at workplace
During the financial year under review the Company did not receive any complaints ofsexual harassment and no cases were filed under the POSH Act. As per the provisions of theAct the Company has formed Internal Complaints Committees to redress the grievances ofwomen employees under the Act.
32. Risk Management Policy
The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing / mitigating the same. The requirements ofRegulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with regard to the constitution of a Risk Management Committee are not applicable to ourCompany.
33. Corporate Social Responsibility (CSR)
The Board of Directors has constituted a Corporate Social Responsibility("CSR") Committee in terms of the provisions of Section 135 of the Act.
The Annual Report on CSR activities as required under Companies (Corporate SocialResponsibility) Rules 2014 including a brief outline of the Company's CSR Policy isannexed to this Report as "Annexure IV". For other details regarding the CSRCommittee please refer to the Corporate Governance Report which is a part of thisreport. The CSR policy is available on the website of the company www.smruthiorganics.com.
There was one meeting of the CSR
Committee held on 29th July 2019 which was attended by all members of the Committee.
34. Extract of Annual Return
An Extract of the Annual Return in Form No. MGT-9 as required in terms of theprovisions of Section 92(3) of the Act and the Companies (Management and Administration)Rules 2014 is annexed to this Report as "Annexure V" and in terms of theprovisions of Section 134(3)(a) of the Act. The same is also available on the website ofthe Company i.e. www.smruthiorganics.com
35. Investor Education and Protection Fund (IEPF)
The Company had transferred a sum of Rs 146724/- during the financial year to theInvestor Education and Protection Fund established by the Central Government (IEPF). Thesaid amount represents Unclaimed Dividend for the year 2011-2012 with the Company for aperiod of 7 years from their respective due dates of payment.
36. Nodal Officer
The Company has appointed Ms. Urvashi Khanna Company Secretary as the Nodal Officerfor the purpose of verification of claims filed with the Company in terms of IEPF Rulesand for co-ordination with the IEPF
37. Compliance with Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
Your Directors wish to express their grateful appreciation for the co-operation andcontinued support received from customers parent company collaborators vendorsinvestors shareholders financial institutions banks regulatory authorities and thesociety at large during the year. We also place on record our appreciation for thecontribution made by our employees at all levels and for their commitment hard work andsupport in driving the growth of the Company.
| ||For and on behalf of the Board |
| ||Purushotham Eaga |
|Place : Solapur ||Chairman & Managing Director |
| ||DIN:00033583 |
|Date : 29 th June 2020 || |