Sudarshan Pharma Industries Ltd
Directors Reports
<dhheadDIRECTORS REPORT </dhhead
Dear Shareholders,
Your Directors are pleased to present the Fifteenth Annual Report together with the
Audited Financial Statements for the financial year ended 31st March, 2023
Financial Highlights
(Rs. In lakhs)
Particulars |
Standalone |
Consolidated |
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Income for the year |
46,244.90 |
35,755.89 |
46,244.90 |
35,755.89 |
Profit before Interest, Depreciation and Tax |
1,580.88 |
1,138.43 |
1,580.57 |
1,138.05 |
Finance Charges |
(540.23) |
(33790) |
(540.23) |
(33790) |
Profit before Depreciation and Taxes |
1,040.65 |
800.53 |
1,040.33 |
800.15 |
Depreciation & Amortization |
(90.71) |
(86.59) |
(90.71) |
(86.59) |
Provisions for Taxation/ Deferred Tax |
(245.95) |
(188.70) |
(245.95) |
(188.70) |
Minority Interest |
- |
|
- |
0.07 |
Net Profit for the Current Year |
703.98 |
525.24 |
703.67 |
524.79 |
Earlier Years Balance Brought forward |
1,206.58 |
681.34 |
1,206.05 |
681.26 |
Net Profit available for Appropriation |
1,910.56 |
1,206.58 |
1,909.72 |
1,206.05 |
Appropriation: |
|
|
|
|
Dividend on Equity Shares |
- |
- |
- |
- |
Balance carried to Balance Sheet |
1,910.56 |
1,206.58 |
1,909.72 |
1,206.05 |
State of CompanyRs.s Affairs
The Standalone Gross Revenue from operations for Financial Year 2022-23 was Rs.
46,244.90 Lakhs (Previous Year: Rs. 35,755.89 lakhs. The Operating Profit before tax stood
at Rs. 949.93 Lakhs as against Rs. 713.94 Lakhs in the Previous Year. The Net Profit after
tax for the year stood at Rs. 703.98 Lakhs against Rs. 525.24 Lakhs reported in the
Previous Year.
The Consolidated Gross Revenue including Intragroup transactions from operations for
Financial Year 2022-23 was Rs. 46,244.90 Lakhs (Previous Year: Rs. 35,755.89 Lakhs). The
Consolidated Operating Profit before tax stood (for continued operations) at Rs. 949.62
Lakhs (Previous Year: Rs. 713.56 Lakhs). The Consolidated Profit after tax stood at Rs
703.67 Lakhs (Previous Year: Rs. 524.79 Lakhs).
The Consolidated Financial performance includes results of Sudarshan Pharma
Lifesciences Pvt. Ltd. together with results of the previous period have been prepared in
accordance with the recognition and measurement principles laid down in Indian GAAP
Interim Financial Reporting prescribed under 133 of the Companies Act, 2013 read with
relevant rules issued thereunder and other accounting principles generally accepted in
India.
The turnover of the Company was up by 29.19 % during the Financial Year ending 31st
March 2023 with reference to the previous Financial Year The companys EBITDA is Rs.
1,469.17 Lakh with an increase of 34.54% from last Financial Year. The EPS as of 31st
March, 2023 is 5.48, up by 0.27% from last Financial Year
Previous periods figures have been regrouped, rearranged, and reclassified wherever
necessary to correspond with those of the current period.
Dividend
This is the first directors report after initial public offer, the directors and
management of the company has witnessed the trust that investors have put in the company.
This being the initial stage of the company, the directors have proposed 3% dividend to
the shareholders of the company and is hopeful that this may keep increasing gradually in
the coming years and management be part of growth of investors wealth and happiness.
TRANSFER TO RESERVES:
The Company has made no transfer to reserves for the Financial Year 2022-2023.
DEPOSITORY SYSTEM:
The Companys equity shares are available for dematerialization through National
Securities Depository Limited and Central Depository Services India Limited.
Change in the nature of business:
During the year under review, there were no material changes in the nature of business
of the company.
Subsidiary Company and Consolidated Financials
The Company has 1 (one) wholly owned subsidiaries as on 31st March, 2023.
There are no associates or joint venture companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act"). There has been no material change in the nature
of the business of the subsidiaries.
The Company has incorporated its Wholly Owned Subsidiary (WOS) - Sudarshan Pharma
Lifescience Private Limited on 19th March, 2021.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing
requisite details including performance and financial position of each of the subsidiary
companies, the salient features of financial statements of the CompanyRs.s subsidiaries in
Form AOC-1 is attached to thefinancial statements of the Company.
*Sudarshan Pharma Industries Limited (The Company) is in the process of acquiring
shares in "Ratna Lifesciences Private Limited "and making it a wholly-owned
Subsidiary Company since the latter is in the same line of business and this will enable
the Company to grow and reach to a new height.
*Company Management is also at advance stage for about Two Project Takeover or Tie ups
and is at negotiation stage with other companies and management for expansion and
enhancement of Business verticals.
As per the requirements of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015, and other rules and regulations
as may be applicable from time to time, the audited consolidated financial statements of
your company is prepared in accordance with Indian GAAP Interim Financial Reporting
prescribed under 133 of the Companies Act, 2013 read with relevant rules issued thereunder
and other accounting principles generally accepted in India.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
website of the Company http://www.sudarshanpharma.com.
IPO Fund Utilization
The details of IPO proceeds which have been utilized by the Company are as given under.
Particulars |
(Rs. In lakhs) |
IPO Proceeds |
5,009.55 |
Less : |
|
IPO Expenses |
829.42 |
Transferred to UBI Cash Credit A/c* |
4,020.70 |
Balance in Escrow account |
159.43 |
Total IPO Issue Size |
5,009.55 |
Directors and Key Managerial Personnel
Your Board comprises of 5 directors comprising of 2 promoter directors, and 3
independent directors including one-woman director. Definition of Rs.Independent
DirectorRs. is derived from Regulation 16(b) of the SEBI LODR and Section 149(6) of the
Companies Act, 2013. Based on the confirmation / disclosures received from the Directors
under section 149(7) of the Companies Act 2013 and on evaluation of the relationships
disclosed, the Non-Executive Independent Directors - Mr. Umesh Luthra. Mrs, Jaya Sharma
and Mr. Rushabh Patil are considered as Independent Directors, who are not liable to
retire by rotation.
The Composition of Board of Directors and the details of Key Managerial Personnel for
the Financial Year 2022-2023 are as follows:
Sr.
No |
Name of the Person |
Category |
With effect from and Tenure |
1. |
Mr. Hemal Mehta |
Managing Director & Key Managerial Personnel |
08th November, 2018 - for a period of 5 years and further
Reappointed on 21th July, 2023 for a period of 5 years |
2. |
Mr. Sachin Mehta |
Managing Director & Key Managerial Personnel |
08th November, 2018 for a period of 5 years and further
Reappointed on 21st July, 2023 for a period of 5 years |
3. |
Mr. Rajesh Hedaoo |
Non -Executive Independent Director |
Appointed as an Additional Independent Director on 31st
March, 2022. Further regularised on 26th September, 2022 and Resigned with
effect from 19th June, 2023 |
4. |
Mr. Umesh Luthra |
Non -Executive Independent Director |
Appointed as an Additional Independent Director on 31st
January, 2022. Further regularised on 26th September, 2022. |
5. |
Mr. Rushabh Patil |
Non -Executive Independent Director |
Appointed as an Additional Independent Director on 21st
july, 2023. Further regularised on 02nd September, 2023. |
6. |
Ms. Nutan Birendrapratap Singh |
Non -Executive Independent Director |
Appointed as an Additional Independent Director on 14th
October, 2021. Further regularised on 26th September, 2022 and Resigned with
effect from 26th December, 2022. |
7. |
Ms. Jaya Ankur Singhania |
Non -Executive Independent Director |
Appointed "as an Additional Independent Director on 26th
December, 2022. Further regularised on 27th December, 2022. |
8. |
Mr. Dharam Vinod Jilka |
Chief Financial Officer (Key Managerial Personnel) |
Appointed as Chief Financial Officer on 14th October, 2021 |
9. |
Ms. Geeta Lalchand Amesar |
Company Secretary & Compliance Officer (Key Managerial Personnel) |
Appointed as Company Secretary & Compliance Officer on 18th
October, 2021 and Resigned with effect from 03rd December, 2022 |
10. |
Ms. Ishita Ashok Samani |
Company Secretary & Compliance Officer (Key Managerial Personnel) |
Appointed as Company Secretary & Compliance Officer on 17th
December, 2022 |
A brief resume of directors seeking appointment/re-appointment consisting nature of
expertise in specific functional areas and name of companies in which they hold
directorship and/or membership/ chairmanships of committees of the respective Boards,
shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3)
of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming
part of the Annual Report.
Cessation:
Mr. Rajesh Hedaoo resigned w.e.f 19th June, 2023 as a Non -Executive
Independent Director of the Company. Ms. Nutan Birendrapratap Singh resigned w.e.f 26th
December, 2022 as a Non -Executive Independent Director of the Company. Ms. Geeta Lalchand
Amesar resigned with effect from 03rd December, 2022 as the Company Secretary
& Compliance Officer (Key Managerial Personnel), their contribution to the welfare and
growth of the company was acknowledged and placed on record by the Board of Directors of
the Company.
Appointment:
The Board at its meeting held on 08th November, 2018, approved the
appointment of Mr. Hemal Mehta as Managing Director of the Company with effect from 08th
November, 2018 for a period of five years and approved payment of remuneration to him. The
tenure expired on 07th October, 2023 and Mr. Hemal Mehta was reappointed at the
Meeting of the Board of Directors of the Company held on 21st July, 2023 for
further period of five years from 07th October, 2023, till 06th
October, 2028 subject to the approval of the shareholders, on the recommendation of the
Nomination & Remuneration Committee.
The Board at its meeting held on 08th November, 2018, approved the
appointment of Mr. Sachin Mehta as Joint Managing Director of the Company with effect from
08th November, 2018 for a period of five years and approved payment of
remuneration to him. The tenure expired on 07th October, 2023 and Mr. Sachin
Mehta was reappointed at the Meeting of the Board of Directors of the Company held on 21st
July, 2023 for further period of five years from 07th October, 2023, till 06th
October, 2028 subject to the approval of the shareholders, on the recommendation of the
Nomination & Remuneration Committee.
The Board at its meeting held on 26th December, 2022 appointed Ms. Jaya
Ankur Singhania as Non -Executive Independent Director. Further she was regularised on 27th
December, 2022. The Board at its meeting held on 17th December, 2022 appointed
Ms. Ishita Ashok Samani as Company Secretary & Compliance Officer (Key Managerial
Personnel).
In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr.
Hemal Mehta, Managing Director, Mr. Sachin Mehta, Joint Managing Director, Mr. Dharm CFO
and, Ms. Ishita Samani, Company Secretary & Compliance Officer of the Company
continued as Key Managerial Personnel.
Directors Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013 (Rs.the Act.), in relation to the
Annual Financial Statements for the Financial Year 2022-23, your Directors, to the best of
their knowledge and ability, confirm that:
a) i n the preparation of the annual accounts for the year ended 31st March,
2023, the applicable Indian GAAP, which is adopted first time in preparation of
financialstatements for the year ended 31st March, 2023 as per the applicable
laws and rules and regulations for the time being in force the read with requirements set
out under Schedule III to the Act, have been followed along with proper explanation
relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023 and of
the loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a "going concern"
basis. However, the Statutory Auditors have expresses doubts on the ability of the company
to continue as a going concern.
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively, except that the credit given to the overseas buyers in the previous year(s).
The present outstanding amount of debtorRs.s receivable is majorly due to the credit sales
made in the previous year(s). Likewise, the payments of statutory dues and bank dues need
to be regularized, though the same is the result of the liquidity crunch the company is
presently facing mainly due to extending credit to buyers. The company has initiated legal
proceedings against the debtors in the respective courts.
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Board Evaluation, formal annual evaluation made by the Board of its own performance and
that of its committees and individual directors
Pursuant to the provisions of companies Act, 2013, and SEBI LODR, the Board has carried
out evaluation of performance of its own, the independent directors individually as well
the evaluation of the working of its Audit
Rs.Nomination & Remuneration and Stakeholders Relationship. committees. The
performance evaluation of nonindependent directors was carried out by the independent
directors in a separate meeting.
Pursuant to Section 134(3) read with Rule 8(4) of the Companies (Account) Rules, 2014
& Section 178(2) of the Companies Act, 2013, a formal annual evaluation needs to be
conducted by the Board of its own performance and that of its committees and individual
directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of
Independent Directors shall be done by the entire Board of Directors, excluding the
Director being evaluated.
The Board based on evaluation criteria recommended by the Nomination and Remuneration
Committee. and Code for Independent Directors. evaluated the performance of Board members.
The Board after due discussion and taking into consideration of the various aspects
such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting,
Responsibility towards the Board, Qualifications, Experience, Fulfillment of functions
assigned to him, Ability to function as a team, Initiative Availability & Attendance,
Commitment, Contribution; expressed their satisfaction with the evaluation process and
performance of the Board.
Remuneration Policy and Companys policy on directors. appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under sub-section (3) of section 178:
A policy known as "Appointment criteria for Directors & Senior Management and
their Remuneration Policy" approved by the Nomination and Remuneration Committee and
Board is followed by the Company on remuneration of Directors and Senior Management
employees as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting
and retaining high caliber personnel from diverse educational fields and with varied
experience to serve on the Board for guiding the Management team to enhanced
organizational performance. The company has adopted remuneration policy that commensurate
with the size and future plans of the company, considering different verticals as a part
of expansion and diversification, the current policy is an appropriate mix of executive
and independent directors to maintain the independence of the Board. The Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors
including determining qualifications and independence of a Director, Key Managerial
Personnel, Senior Management Personnel and their remuneration as part of its charter and
other matters provided under Section 178(3) of the Companies Act, 2013.
Deposits and Unclaimed Dividend R ^
During the year under review, your company has not accepted any deposit from the public
during the year ended 31st March, 2023 under Chapter V of the Companies Act,
2013. Hence, there were no unclaimed or unpaid deposits as on 31st March, 2023.
During the year under review, pursuant to section 124 of the Companies Act, 2013 and
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules 2016 (the "Rules") framed there under,
Number of Meetings of the Board
During the Financial Year 2022-2023, the Board of Directors met Twenty- Two times viz.
on 02nd APRIL, 2022, 06th JUNE, 2022, 09th JUNE, 2022, 14th
AUGUST, 2022, 25th AUGUST, 2022, 09th SEPTEMBER, 2022, 27th
SEPTEMBER, 2022, 30th SEPTEMBER, 2022, 07th OCTOBER, 2022, 20th
NOVEMBER, 2022, 21st NOVEMBER, 2022, 23rd NOVEMBER,
2022, 25th NOVEMBER, 2022, 03rd DECEMBER, 2022, 17th
DECEMBER, 2023, 26th DECEMBER, 2022, 11th JANUARY,
2023, 23rd JANUARY, 2023, 02nd FEBRUARY, 2023, 20th
FEBRUARY, 2023, 06th MARCH, 2023, 17th MARCH, 2023. The maximum
interval between any two meetings did not exceed 120 days.
Details of Committees of the Board
The Board has constituted various committees in accordance with the provisions of the
Companies Act, 2013, the details of which are given as under:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
1. Audit Committee
Our Company has constituted an Audit Committee ("Audit Committee"), as per
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation,
2015; vide resolution passed at the meeting of the Board of Directors held on 18th
October, 2021 and was further re-constituted on 07th October, 2022.
The committee presently comprises the following three (3) directors:
The Present Audit Committee comprises namely Mr. Umesh Luthra, Mr. Rushabh Patil, Mr
Hemal Vasantrai Mehta
Composition of Audit Committee:
Name of the Director |
Status |
Nature of Directorship |
Mr. Umesh Luthra |
Chairman |
Independent Director |
Mr. Rajesh Chandrakumar Hedaoo@ |
Member |
Independent Director |
Mr Hemal Vasantrai Mehta |
Member |
Chairman & Managing Director |
Ms. Nutan Singh# |
Member |
Independent Director |
@Mr. Rajesh Hedaoo resigned with effect from 19th June,2023 # Ms. Nutan
Singh has resigned with effect from 26th December, 2022
During the Financial Year 2022-2023, the Audit Committee of the Board of Directors met
Six times viz. on 09th SEPTEMBER, 2022, 07th OCTOBER, 2022, 20th
NOVEMBER, 2022, 23rd NOVEMBER, 2022, 11th JANUARY, 2023, 20th
FEBRUARY, 2023,
During the year under review, there were no instances when the recommendations of the
Audit Committee were not accepted by the Board. All the recommendations made by the
committee were accepted by the Board.
2. Nomination and Remuneration Committee
Our Company has re-constituted a Nomination andRemuneration Committee in accordance
Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration
Committee was approved by a Meeting of the Board of Directors held on 18th
October, 2021 and was further re-constituted on 27th December, 2022.
The Board has framed the Nomination & Remuneration Committee which ensures
effective compliances as mentioned in section 178 of the Companies Act 2013.
The Present Nomination and Remuneration Committee comprises namely Mr. Rushabh Patil,
Mr. Umesh Luthra, Mrs. Jaya Sharma
Composition of Nomination and Remuneration Committee:
Name of the Director |
Status |
Nature of Directorship |
Mr. Rajesh Chandrakumar Hedaoo@ |
Chairman |
Independent Director |
Mr. Umesh Luthra |
Member |
Independent Director |
Mrs. Jaya Ankur Singhania# |
Member |
Independent Director |
Ms. Nutan Singh* |
Member |
Independent1, |
@Mr. Rajesh Hedaoo resigned with effect from 19th June,2023 *Ms. Nutan Singh
resigned with effect from 26th December, 2023.
# Mrs. Jaya Ankur Singhania was appointed as on 26th December, 2023
During the Financial Year 2022-2023, the Nomination and Remuneration Committee of the
Board of Directors met one times viz. on 27th DECEMBER, 2022.
During the year under review, there were no instances when the recommendations of the
Nomination and Remuneration Committee were not accepted by the Board. All the
recommendations made by the committee were accepted by the Board
3. Stakeholders Relationship Committee
Our Company has re-constituted a shareholder / investors grievance committee
"Stakeholders Relationship Committee" to redress complaints of the shareholders.
The Stakeholders Relationship Committee was constituted vide resolution passed at the
meeting of the Board of Directors held on 18th October, 2021 and was further
re-constituted on 07th October, 2022.
The Present Stakeholders Relationship Committee comprises namely Mr. Hemal Mehta, Mr.
Umesh Luthra, Mr. Sachin Mehta
Composition of Stakeholders Relationship Committee:
Name of the Director |
Status |
Nature of Directorship |
Mr. Hemal Mehta |
Member |
Managing Director |
Mr. Umesh Luthra |
Chairman |
Independent Director |
Mr. Sachin Mehta |
Member |
Joint Managing Director |
Ms.Nutan Singh* |
Member |
Independent Director |
*Ms. Nutan Singh resigned with effect from 26th December, 2023.
During the Financial Year 2022-2023, the Stakeholders Relationship Committee of the
Board of Directors met one times viz. on 07th OCTOBER, 2022.
During the year under review, there were no instances when the recommendations of the
Stakeholders Relationship Committee were not accepted by the Board. All the
recommendations made by the committee were accepted by the Board
The details of the meetings held and attendance of the members of the above committees
of the Board are provided in the Corporate Governance report.
4. Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee shallformulate and recommend a CSR policy
to the Board, the Company has constituted a Corporate Social Responsibility Committee
pursuant to resolution of the Board of Directors dated 18th October, 2021 and
was further re-constituted on 07th October, 2022. The Corporate Social
Responsibility Committee shall recommend the amount of expenditure to be incurred on the
CSR activities to be undertaken by the company, monitor the CSR policy of the Company from
time to time and establish the transparent controlling mechanism for the implementation of
the CSR projects or programs or activities undertaken by the company as per the
requirements of the Companies Act, 2013, Listing Agreement and SEBI LODR for Corporate
Governance.
The Present Corporate Social Responsibility Committee comprises namely Mr. Hemal Mehta,
Mr. Rushabh Patil, Mr. Sachin Mehta
Composition of Corporate Social Responsibility Committee:
Name of the Director |
Status |
Nature of Directorship |
Mr. Hemal Mehta |
Chairman |
Managing Director |
Ms. Nutan Singh@ |
Member |
Independent Director |
Mr. Rajesh Hedaoo |
Member |
Independent Director |
Mr. Sachin Mehta |
Member |
Joint Managing Director |
@ Ms. Nutan Singh resigned with effect from 26th December, 2023.
During the Financial Year 2022-2023, the Corporate Social Responsibility Committee of
the Board of Directors met Two times viz. on 07th OCTOBER, 2022, 17th
MARCH, 2023.
During the year under review, there were no instances when the recommendations of the
Corporate Social Responsibility Committee were not accepted by the Board. All the
recommendations made by the committee were accepted by the Board
The details of the meetings held and attendance of the members of the above committees
of the Board are provided in the Corporate Governance report.
Statutory Auditors
M/s. NGST & Associates., (Firm Regn. No. 135159W) Chartered Accountant, Mumbai
Statutory Auditors of the Company, hold office till the conclusion of the Annual General
Meeting for the Financial Year ended 31st March, 2028.
It is proposed to re-appoint M/s. NGST & Associates., (Firm Regn. No. 135159W)
Chartered Accountant, Mumbai as statutory auditor of the Company and they have confirmed
their eligibility to the effect that their appointment, if made, would be within the
prescribed limits under the Act and that they are not disqualified for re-appointment. The
proposal for their appointment is included in the notice of Annual General Meeting sent
herewith.
Auditors Report
The auditors of the company have not made any observations and/or qualifications in
their audit report issued on standalone and consolidated financial statements of the
company of the financial year ended 31st March, 2023. The report of the
Statutory Auditors on Standalone & Consolidated Financial Statements forms a part of
the Annual Report. There are no specifications, reservations, adverse remarks on
disclosure by the Statutory Auditors in their report. They have not reported any incident
of fraud to the Audit Committee of the Company during the year under review.
Secretarial Auditor
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to
annex with its BoardRs.s report, a Secretarial Audit Report given by a Company Secretary
in practice, in the prescribed form. The Board appointed Vishal N Manseta, Practicing
Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company
for the Financial Year 2022-2023 and their report MR-3 is annexed to this report
The secretarial auditor has not made any remarks/observations/qualifications in the
secretarial audit report for the year ended 31st March, 2023.
The Board has also appointed Vishal N Manseta as Secretarial Auditor to conduct
Secretarial Audit of the Company for Financial Year 2022-2023.
Contracts and Arrangements with Related Parties
During the Financial year 2022-23, our Company has entered into transactions with
related parties as defined under Section 2(76) of the Act and rules made thereunder and
regulation 23 of Listing Regulations during the Financial Year 2022-23. The Company has
not entered into transactions with related parties which qualify as material transactions
as per listing regulations. As transactions with related party were reviewed and approved
by the Audit Committee, were in Compliance with applicable provisions of the Act and
Listing regulations.
The details of related party transactions as required under accounting standards as are
set out in notes to accounts to Standalone Financial Statements forming part of this
Annual Report.
There are no transactions to be reported in AOC-2.
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an armRs.s length
basis. During the year, the Company had entered into contracts / arrangements /
transactions with related parties which could be considered material. Necessary approvals
from audit committee and members of the company were obtained and all the related party
transaction(s) entered/executed during the year are within the limits of approval taken.
Members are requested to refer Note 31 to the Standalone financial statements which
sets out related party disclosures.
As per Regulation 23 of the SEBI LODR, the Board has adopted a Policy on Materiality of
Related Party Transactions and Dealing with Related Party Transactions which may be
accessed on the Company s website i.e. www.sudarshanpharma.com.
Particulars of loans, guarantees or investments under section 186 OF THE COMPANIES ACT,
2013:
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time
to time, are forming part of the notes to the financial statements provided in this Annual
Report.
Extract of Annual Return
The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act
read with Companies (Management & Administration) Rules, 2014 as on 31st
March, 2023 is uploaded on the website of the Company at
https://www.sudarshanpharma.com/Annualreports/.
DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: (Sexual Harassment)
The Company is committed to provide a safe and conducive work environment to its
employees and has detailed procedure for the redressal of complaints pertaining to sexual
harassment. Your Directors further state that during the year under review, there were no
cases filed pursuant to the sexual harassment at workplace.
The Company has been employing women employees in various cadres within its Registered
Office and its Branches. The Company has in place a policy against Sexual Harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaint Committees is set up to redress
complaints if received and are monitored on regular basis. During the year under review,
the Company did not receive any complaint regarding sexual harassment.
Secretarial Standards:
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively
Awards & achievements:
Your Company has a long list of Awards and Recognition during its long legacy of the
decades. The Company has received Brand Brilliance in Pharma Sector Award from Asian-
African Leadership Forum.
Material Changes and Commitments, affecting the financial position of the Company
The company has made Initial Public Offer ("IPO") during the financial year
2022-23. The IPO was successfully subscribed and the shares of the company were listed on
SME Board of BSE. The company received listing and trading approval on 22nd
March, 2023. The offer size under IPO was Rs. 5,009.55 Lakhs, that is 68,62,400 number of
shares of Rs. 10 each at a premium of Rs. 63 per Equity Share. Since the IPO has just
completed in past six months the management of the company is exploring the best suitable
opportunity to utilise the funds raised from IPO, so as to achieve maximum ROI from the
IPO funds so utilized and maximise the expedition of company for expansion and
diversification.
Details of significant and material orders passed by the regulators/ courts/ tribunals
impacting the going concern status and the Companys operations in future
During the year under review, there are no significant material orders passed by the
Regulators/ Courts/ Tribunals which would impact the going concern status of the Company
and its future operations.
Corporate Social Responsibility
The Company has in place a CSR policy which provides guidelines to conduct CSR
activities of the Company. The CSR policy is available on the website of the Company
www.sudarshanpharma.com . During the year under review, the Company has spent an amount of
Rs. INR 8.50 Lakhs on CSR activities in Housing project wherein it is proposed to provide
affordable housing to about 1200 members of the Trust who are Blind, Handicapped, Deaf,
Widow, Divorce, Helpless women, mentally challenged, Orphans, Cancer, Dialysis, Kidney
patients, Heart diseases Patients, HIV Patients, Homosexual and the people below poverty
line (BPL)etc. through a Registered Trust named Omkar Andh Apang Samajik Sanstha. The
Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013
(.Act.), is annexed to this report.
The provisions related to Corporate Social Responsibility as mentioned in the Act are
applicable to the company and report on Corporate Social Responsibilities (Annual report
on CSR) is annexed to this report.
Risk Management Policy
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The CompanyRs.s management
systems, organizational structures, processes, standards, code of conduct and behaviors
govern how the company conducts the business and manages associated risks.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149 OF THE COMPANIES ACT, 2013:
The Company has received necessary declarations from Mr. Umesh Luthra, Mrs Jaya Sharma,
Mr. Rushabh Patil, Mr. Rajesh Hedaoo, Ms. Nutan Singh Independent Directors of the company
pursuant to the requirement of section 149(7) of the Companies Act 2013, that they fulfil
the criteria of independence laid down in section 149(6) of the Companies Act 2013.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
Internal Financial Controls
The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively,
except that the credit given to the overseas buyers in the previous year(s). The present
outstanding amount of debtors receivable is majorly due to the credit sales made in the
previous year(s). Likewise, the payments of statutory dues and bank dues need to be
regularized, though the same is the result of the liquidity crunch the company is
presently facing mainly due to extending credit to buyers. The company has initiated legal
proceedings against the debtors in the respective courts.
The Company has adequate financial control procedure commensurate with its size and
nature of business. These controls include well defined policies, guidelines, standard
operating procedure, authorization and approval procedures. The internal financial control
of the company is adequate to ensure the accuracy and completeness of the accounting
records, timely preparation of reliable financial information, prevention and detection of
frauds and errors, safeguarding of the assets, and that the business is conducted in an
orderly and efficient manner.
Share Capital
The paid up equity share capital of the Company as on 31st March, 2023 was
Rs. 24,06,58,870/-. During the year under review, the Company has not issued shares with
differential voting rights and sweat equity shares.
Vigil Mechanism
The Company has established Vigil Mechanism and adopted Whistle blower policy for its
directors and employees to report concern about unethical behavior, actual or suspected
fraud or violation of the Companys code of conduct or ethics policy. The mechanism
provides adequate safeguards against victimization of persons who use such mechanism.
Protected disclosures can be made by a whistle blower through an e-mail or dedicated
telephone line or a letter to the senior executives or to the Chairman of the Audit
Committee. During year under review, no personnel were denied access to the Audit
Committee.
A fraud and corruption free environment in a company is the objective and in view of
that, a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for
directors and employees, which is uploaded on the website of the company
www.sudarshanpharma.com pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013. No complaint of this nature has been received by the Audit Committee
during the year under review.
Corporate Governance
The company is listed on SME board and accordingly certain clauses of SEBI LODR, on
corporate governance practice are not applicable to the company. The company has complied
the provisions of the corporate governance to the extent it is applicable.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014, the names and other
particulars of the employee are appended as to the Boards Report.
The ratio of remuneration of each Director to the median employees remuneration and
other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is annexed herewith and forms part of this Report.
Green Initiatives
Electronic copies of the Annual Report 2022-23 and Notice of the 15th Annual
General Meeting are sent to all members whose email addresses are registered with the
Company/Depository Participant(s). For members who have not registered their email
addresses are requested to register their email ids with their DPs in order to co-operate
with the company in implementation of green initiative; and help to protect the
environment.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Conservation of Energy:
The Company is engaged to carry on business of providing services in the field of drugs
and pharmaceuticals, chemicals, pharmaceutical ingredients and items of similar nature and
to conduct clinical and bioequivalence trials, to undertake tests and experiments,
scientific and technical investigations, analytical, research and innovation work of all
kinds and descriptions as researchers and developers, collaborators, consultants,
contractors, medical and health care specialists and as such its operations do not account
for substantial energy consumption. However, the Company is taking all possible measures
to conserve energy, in its endeavor towards conservation of energy your Company ensure
optimal use of energy, avoid wastages and conserve energy as far as possible. Several
environment friendly measures were adopted by the Company such as minimizing
air-conditioning usage, Shutting off all the lights when not in use.
Technology Absorption, Adoption and Innovation
The Company continuously monitors and keep track of technological upgradation in the
field of chemical and pharma and the same are reviewed and considered forimplementation.
Your Company continued its focus on quality up-gradation and product enhancements. The
company uses indigenous technology for its operations.
Research and Development
The chemical and pharma sector is highly technology oriented and nature of the business
of the company is categorically business 2 business category wherein research and
development expense are more in the nature of quality check and related areas rather than
development of new technology.
Foreign Exchange Earnings and Outgo
The information regarding foreign exchange earnings and outgo is contained in note no.
35 of notes on Financial Statements.
(Rs. In lakhs)
Particulars |
2021-2022 |
2022-2023 |
Foreign Exchange Earnings |
57751 |
311.32 |
Foreign Exchange outgo |
2,022.85 |
439.84 |
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of sweat equity shares to employees of the company under any scheme.
2. Issue of shares under Employee Stock Option Scheme.
3. Re-appointment of an independent director for second term of five years.
4. Neither the Managing Director nor the Whole-time Directors of the Company received
any remuneration or commission from any of its subsidiaries.
5. There were no companies which have become or ceased to be Subsidiaries, Joint
Ventures or associate companies during the year.
6. There was no change in nature of business.
Acknowledgement
Your Directors place on record their gratitude to Central Government, State
Governments, Financial Institutions and Companys Bankers for assistance, co-operation and
encouragement they extended to the Company. The Directors are also grateful to the valued
customers, esteemed shareholders, dedicated employees and public at large for their
patronage and confidence reposed in the company. Your Directors acknowledge the support
and co-operation received from the employees and all those who have helped in the day to
day management.