| Disclosure in board of directors report explanatory Board's Report To
The Members, Your Directors have pleasure in presenting the Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2022. 01. FINANCIAL HIGHLIGHTS Particulars 2021-22 2020-21
Revenue from Operations 3,44,94,68,362 2,17,89,38,729
Other Income 8,07,57,123 3,67,41,365
Total Revenue 3,53,02,25,485 2,21,56,80,095
Less: Expenses before Finance Cost and Depreciation 2,76,79,99,566 1,72,11,02,372
Less: (a) Finance Cost 1,62,74,343 96,82,840
(b) Depreciation 4,19,31,317 3,53,34,378
Profit/(Loss) before Tax 70,40,20,258 44,95,60,505
Less: Tax Expenses
Current Tax (17,06,22,322) (10,77,64,579)
Deferred Tax (1,03,71,412) 61,68,279
Prior Period Taxation 34,362 19,07,667
Prior Period Adjustment Nil Nil
Profit /(Loss)after Tax 52,30,60,886 34,98,71,873 02. EXTRACT OF ANNUAL RETURN In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company's website and can be accessed at www.sudeepgroup.com. 03. MEETINGS OF THE BOARD OF DIRECTORS During the Financial Year 2021-22, the Company has held 04 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.
Sr. No. Date of Meeting Board Strength No. of Directors Present
01. 09.07.2021 4 3
02. 29.10.2021 4 2
03. 16.12.2021 4 3
04. 21.03.2022 4 4 04. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 05. DECLARATION OF INDEPENDENT DIRECTORS The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company. 06. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT AND PAYMENT OF REMUNERATION AS PER APPLICABLE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT, 2013 The provisions of Section 178 of the Companies Act, 2013 relating to constitution of Nomination and Remuneration Committee and other related matters are not applicable to the Company. The managerial remuneration has been worked out as per the scope of work, experience, responsibilities being shouldered and prevailing market trend in the Industry. 07. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.
08. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the year under review, in compliance with the provisions of sections 185 and 186 of the Companies Act, 2013 and rules made thereunder, the Company has provided a corporate bank guarantee in favour of Citi Bank N.A., Baroda for securing the credit facilities aggregating to INR 280 Million granted to Sudeep Nutrition Private Limited, Wholly Owned Subsidiary (SNPL/WOS). The Company had not given loans under section 186 of the Companies Act, 2013. The Company has further invested INR 100,000,000/- by subscribing 10,000,000 Non-Cumulative Redeemable Preference Shares ("NRPS") of SNPL of the face value of INR 10/- each. For further details please refer note nos. 13 and 18 of the Audited Financial Statements for the financial year ended on 31st March, 2022. 09. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES During the period under review, the Company has entered in to contractual arrangements with related parties on arm's length basis, the particulars of which are furnished in the Form AOC-2 which is attached as Annexure: 1 to this report. 10. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK During the period under review, the Company achieved total income of INR 3,530,225,485/- (INR 3530.23 million) as compared to INR 2,215,680,095/- (INR 2215.68 million) in the previous year, witnessing super growth of almost 159.33%. The profit after tax (PAT) for the FY 31.03.2022 arrived at INR 523,060,886/- (INR 523.06 million) as against INR 349,871,873 (INR 349.87 million) in the previous year. The Company has strengthened its relationship with the existing as well as new customers at domestic and international levels and it resulted into significant growth in volume of sales at both levels. However, the rising cost of raw materials, power and fuel, consumables and packaging and travelling expense is the area of concern in the current year. During the year under review, with a view to support its growth momentum, the Company has planned expansion of its manufacturing facilities and already acquired the suitable industrial land within the vicinity of GIDC, Nandesari, District: Vadodara, State of Gujarat, India. On COVID-19 front, the Company has been observing all prescribed social distancing norms and holding hands with the employees to ensure their better health. 11. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 For the financial year ended 31st March, 2022, the Company does not propose to carry any amount to Reserve Account. 12. DIVIDEND In order to supplement growing working capital requirements and to reduce interest cost, your Directors have recommended conservation of internal resources in place of dividend distribution. 13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND Since there was no unpaid/unclaimed Dividend declared, the provisions of Section 125 of the Companies Act, 2013 do not apply. 14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report. 15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-2 and is attached to this report. 16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any formal Risk Management Policy as the element of risk threatening the Company's existence is very minimal. The Board nurtures a healthy and independent risk management culture across the Company. 17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has developed and implemented Corporate Social Responsibility initiatives during the year under review.
The Annual Report on Company's CSR activities of the Company is furnished in Annexure-3 and attached to this report. 18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]. The Company did not have any employee on its roll and it has not received any sexual harassment complaints during the period under review. 20. SHARES a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees. 21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company has two wholly owned subsidiaries namely, Sudeep Pharma USA Inc. and Sudeep Nutrition Private Limited. The Company has not attached the Balance Sheet, Statement of Profit & Loss Accounts and other documents of its aforesaid subsidiary companies. As per the provisions of Section 129(3), a statement containing brief financial details of the subsidiary companies for the financial year ended 31st March, 2022 in Form AOC-1 (Annexure-4) attached herewith. The Company has in force a joint venture entered into with Rettenmaier Asia Holding GmbH, Germany ["RAHGMBH"] with the required approvals of statutory authorities. The Indian Promoters and said RAHGMBH hold equity in the share capital of the Company in 50:50 ratios. 22. DIRECTORS There has been change in the constitution of Board during the year as per details furnished herein below: 22.1 Mr. Jaysukh Bhayani resigned from the position of Director of the Company with effect from 10.12.2021. 22.2 Mr. Shanil Bhayani was appointed as Additional Director with effect from 10.12.2021 and on the same date the Board of Directors had appointed him as Whole-time Director for a period of five years. His appointment as regular Director is recommended in the ensuing Annual General Meeting. 23. AUDITORS As explained in the explanatory statement to the Notice of the ensuing Annual General Meeting (AGM), Shah Mehta and Bakshi vide resignation letter dated 28th June, 2022 has expressed their non-eligibility to continue as Statutory Auditors of the Company from Financial Year 2022-23 and onwards. Accordingly, the Board of Directors proposed to appoint B S R and Co., Chartered Accountants, Ahmedabad, having firm registration number: 128510W as Statutory Auditors of the Company for a period of five years. The Company has received a certificate from the above Auditors to the effect that if they are appointed, the same would be in accordance with the provisions of Section 141 of the Companies Act, 2013. A resolution seeking member's approval for the appointment B S R and Co. as Statutory Auditors of the Company for a period of five years is appended in item no. 2 of the Notice convening the AGM and Board recommends the said resolution. 24. COST AUDITORS The maintenance of cost records as specified by the Central Government under sub-section (1) of section to be made and 148 of the Companies Act, 2013 are applicable to the Company and hence, such accounts and records need to be made and maintained. Accordingly, the Cost Audit is also applicable to the Company. Pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Amendments Rules, 2014, the cost audit records maintained by the Company in respect of 'Drugs and Pharmaceutical Products" of the Company are required to be audited by a Cost Accountant. Your Directors has appointed Mr. Chetan Gandhi, Proprietor of Chetan Gandhi & Associates, Cost Auditor having Membership No.: 101341 to carry out audit the cost accounts of the Company for the FY 2022-23 on a remuneration of Rs. 50,000/-. A resolution seeking member's approval for the appointment and remuneration payable to Mr. Chetan Gandhi, Cost Auditor is included in item no. 4 of the Notice convening the AGM and Board recommends the said resolution. 25. DEPOSITS During the period under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("Act") read with The Companies (Acceptance of Deposits) Rules, 2014. A. The details relating to deposits received from Directors and / or their relatives (exempted deposits in case of private limited company vide notification no GSR 464(E) dated 05th June, 2015. -Amount received from Directors during the year: Rs. NIL
-Amount remained unpaid or unclaimed as at the end of the year: NIL
-Amount outstanding as at the end of the year: NIL B. The details relating to deposits, covered under Chapter V of the Act: -Amount received from Shareholders during the year: Rs. NIL
-Amount remained unpaid or unclaimed as at the end of the year: NIL
-Amount outstanding as at the end of the year: Rs. NIL
-Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
(a) At the beginning of the year: NIL,
(b) Maximum during the year: NIL and
(c) At the end of the year: NIL
Hence, the requirement for furnishing the details of deposits which are not in compliance with the Chapter V of the Act is not applicable. 26. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE During the period under review, no significant or material orders have been passed by the regulators or Courts or Tribunals which may impact the going concern status and operations of the Company in future. 27. COMPLIANCE WITH THE SECRETARIAL STANDARDS During the period under review, your Company has complied with the applicable Secretarial Standards. 28. INSURANCE All the insurable interests of your Company, including inventories, buildings, plant and machinery are adequately insured against risk of fire and other risks. 29. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review and hence the said provision is not applicable to the Company. 30. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF During the year under review, the provisions relating to this clause was not applicable to the Company.
31. ACKNOWLEDGEMENT
Your Directors places on record their appreciation of the contribution and support received from various statutory authorities, bankers, suppliers, customers and all other stakeholders towards the performance of the Company during the year under review.
By Order of the Board of Directors
For Sudeep Pharma Private Limited
Date: 28.06.2022
Place: Rosenberg, Germany
________________ Nils Uwe Gersonde Chairman
DIN: 07272449 Date: 28.06.2022
Place: Nandesari, Vadodara
______________
Sujit Bhayani
Managing Director
DIN: 01767427
Description of state of companies affairDuring the period under review, the Company achieved total income of INR 3,530,225,485/- (INR 3530.23 million) as compared to INR 2,215,680,095/- (INR 2215.68 million) in the previous year, witnessing super growth of almost 159.33%. The profit after tax (PAT) for the FY 31.03.2022 arrived at INR 523,060,886/- (INR 523.06 million) as against INR 349,871,873 (INR 349.87 million) in the previous year. The Company has strengthened its relationship with the existing as well as new customers at domestic and international levels and it resulted into significant growth in volume of sales at both levels. However, the rising cost of raw materials, power and fuel, consumables and packaging and travelling expense is the area of concern in the current year. During the year under review, with a view to support its growth momentum, the Company has planned expansion of its manufacturing facilities and already acquired the suitable industrial land within the vicinity of GIDC, Nandesari, District: Vadodara, State of Gujarat, India. On COVID-19 front, the Company has been observing all prescribed social distancing norms and holding hands with the employees to ensure their better health. Details regarding energy conservation(i) The steps taken or impact on conservation of energy; : a) Maintain the greed power supply power factor and saved amount in every cycle bill with maintain capacitor bank panel. b) Air-Compressor In-house Repairing and change the oil quality improved the machine efficiency and next running hours. To save the frequency of oil change. (ii) The steps taken by the company for utilizing alternate sources of energy; : Nil (iii) The capital investment on energy conservation equipment; : Nil Details regarding technology absorption(i) The efforts made towards technology absorption; The Company has fully absorbed the technology at its disposal. (ii) The Benefits derived like product improvement, cost reduction, product development or import substitution; Product improvement, New product development and Cost Reduction. (iii) In case of imported technology (imported during the last 5 years reckoned from the beginning of financial year) - Nil a) The details of technology imported; Nil b) The year of Import; Nil c) Whether the technology been fully absorbed Nil d) If not fully absorbed, areas where absorption has not taken place, and reasons there of; and Nil iv) The expenditure incurred on research and development. Nil Details regarding foreign exchange earnings and outgoParticulars Current Year (Amount in INR in Lacs) A) Foreign Exchange Earning 23675.25 B) Foreign Exchange Outgo 1. CIF Value of Capital Goods Nil 2. CIF Value of inputs 6218.49 3. Other 145.89 Total 6394.38 Disclosures in director’s responsibility statementPursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |