The Board of Directors of your Company has pleasure in presenting theBoard Report pursuant to Section 134(3) of the Companies Act 2013 comprising theprescribed particulars and information as per the Companies (Management andAdministration) Rules 2014 and Companies Accounts Rules 2014 in respect of year ended31.03.2020 as follows:-
a) Number of Meetings of the Board : 08
b) Directors' Responsibility Statement-
Pursuant to Section 134(5) of the Companies Act 2013 (Act) yourDirectors hereby state that:-
i) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
iii) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
iv) the directors had prepared the annual accounts on a going concernbasis ;
v) the directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively ;
vi) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
c) Declaration by Independent Directors under Sub Section 6 of Section149 :-
The Company has received necessary declarations from each IndependentDirector under section 149(7) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
d) Nomination and Remuneration Policy:-
The Composition of Nomination and Remuneration Committee is as follows:
i) Dr. V. V. Parashar - Chairman.
ii) Dr. Naresh Gaikwad
iii) Mrs. Kavita Loya
iv) Dr. Anwar Siraj Daud Chairman of the Board.
The criteria laid down in the Companies Act 2013 and Rules framedthere-under are complied with while appointing the Directors particularly IndependentDirectors. The Nomination and Remuneration Policy has been formulated and approved by theNomination and Remuneration Committee Placed as Annexure IV.
e) Explanations or comments on qualification/reservation/adverseremark/disclaimer made by :-
1. Statutory Auditor - Not applicable since there is no comment orqualification.
2. Secretarial Auditor - Not applicable since there is no comment orqualification.
f) Particulars of loans guarantees or investments under Section 186
|a) Loan ||: NIL |
|b) Guarantee ||: NIL |
|c) Investment ||: Rs 354.09 Lakhs |
g) Particulars of contracts or arrangements with Related partiespursuant to Section 188(1)
During the year no transaction with related parties was in conflictwith the interests of the Company. All transactions entered into by the Company withrelated parties during the financial year were in the ordinary course of business and atan arm's length basis. Statements of transactions with related parties are periodicallyplaced before the Audit Committee and are approved by the committee. Particulars ofcontracts or arrangements with related parties referred to in Section 188 (1) of theCompanies Act 2013 in the prescribed Form AOC - 2 is appended herewith as Annexure V tothe Board's Report.
h) The state of Company's affairs
This part has been covered under Management Discussion & AnalysisReport
|i) The amount proposed to be carried to reserve ||: NIL |
|j) The amount of dividend payment recommended ||: NIL |
|k) Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year and the date of the report. ||: NIL |
l) Conservation of energy technology absorption foreign exchangeearnings and outgo :-
A. Conservation of energy :
(i) The steps taken or impact on conservation of energy;
Your company is striving continuously to conserve every form of energyby adopting innovative measures to reduce wastage and optimize consumption. Notablemeasures for energy conservation were as follows:
Electrical light fixtures have been changed to LED/Inductionfixtures.
Lights have been converted to day-night sensors for auto ON/OFF.
Lights within the factory premises have been shifted tomotion/presence sensor for auto ON/OFF.
All lightings of the Packing Material (PM) warehouse have beenshifted to an on-grid solar system.
Air Conditioners have been put on auto control synchronizationfor energy saving.
(ii) The steps taken by the Company for utilizing alternate sources ofenergy; The PM warehouse have been shifted to an on-grid solar system in place ofconventional power source from MSEB.
(iii) The capital investment on energy conservation equipments ; ' 0.63Lakhs
B. Technology Absorption: -
|i) The efforts made towards technology absorption: ||1) The inclusion of Fluid Bed Processor (from Glatt) will significantly improve the process timing which will improve the yield of the products. |
| ||2) 15 products are being developed under codevelopment projects for emerging markets. |
| ||3) Research is underway for development evaluation and standardization of solid oral dosage forms such as pellets/MUPs DC granules taste masked granules and orally disintegrating strips for gastrointestinal cardiovascular and urological disorders apart from antibiotics. |
|ii) The benefits derived like product improvement cost reduction product development or import substitution ||The above efforts helped to maintain relevance with existing clients and offer them value added products. Value was created by offering evaluation of ZIM's product against the innovator product analytical data package stability data package and clinical data package. |
| ||To mitigate the risk of sourcing API for top selling products initiatives on alternate vendor qualification were also undertaken during the year. |
| ||Alternate vendor development was initiated to mitigate cost fluctuations risk of uninterrupted supply and the risk of sourcing API and excipients for top products. |
|iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): || |
|a. The details of technology imported ||Cartonator for Secondary Packing of the products. |
|b. The year of import ||FY 2019-20 |
|c. Whether the technology has been fully absorbed ||Yes |
|d. If not fully absorbed areas where absorption has not taken place and the reasons there of. ||Not applicable |
|iv) The expenditure incurred on Research and Development ||Revenue expenses Rs.451.73 lakhs |
| ||Capital expenses Rs 70.72 lakhs |
|C) Foreign Exchange earnings and outgo : || |
|i) Foreign exchange earned during the year ||: Rs 16967.52 Lakhs |
|ii) Expenditure in foreign exchange ||: Rs 1280.00 Lakhs |
m) Risk Management Policy :
This part has been covered under Management Discussion & AnalysisReport.
n) Corporate Social Responsibility (CSR)
The Composition of Corporate Social responsibility Committee is asfollows :
(i) Mr. Suprakash Chakravarty - Chairman.
(ii) Mr. Padmakar S. Joshi
(iii) Dr. Anwar Siraj Daud
(iv) Mr. Zulfiquar M. Kamal
The policy approved by the Board is as follows:-
|1 Major project to be implemented in phases in a period of 5 to 10 years ||60% to 70% |
|2 Sanitation and water supply ||5% to 10% |
|3 Educational and vocational skill development activities ||5% to 10% |
|4 Contribution to other organizations engaged in activities covered under notified CSR projects ||5% to 10% |