Dear Members
Your Directors are presenting herewith the 29th Annual Report together with the Audited
statement of accounts for the Financial year ended March 31,2023.
FINANCIAL RESULTS
(Rs. in lakhs)
PARTICULARS |
AS AT 31.03.2023 |
AS AT 31.03.2022 |
Sales & Other Income |
3604.51 |
3085.59 |
PBID |
619.07 |
596.92 |
Interest |
35.87 |
21.32 |
Depreciation |
88.77 |
87.74 |
PBT |
494.43 |
487.86 |
PAT |
451.15 |
484.64 |
PERFORMANCE AND BUSINESS REVIEW
During the year under review, Company has achieved the turnover of Rs.3604.51 Lakh and
PAT of Rs. 451.15 Lakh as against turnover of Rs.3085.59 Lakh and PAT of Rs.484.64 Lakh
for the corresponding previous year.
DIVIDEND
The Directors do not recommend any dividend for the financial year ended March 31,2023.
TRANSFER TO RESERVES:
There has been no transfer to reserves out of the amount available for appropriation.
CHANGE IN THE NATURE OF BUSINESS:
There was no change in the general nature of business of your Company. SUBSIDIARY/ASSOCIATE
COMPANY etc.
The Company do not have any Subsidiary, Joint Venture or Associate Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans, guarantees or investments as specified under Section 186 of the
Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arm's
length basis and in the ordinary course of business and that the provisions of Section 188
of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus,
disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not
required. Further, there are no material related party transactions entered during the
year under review with the Promoters, Directors or Key Managerial Personnel. All Related
Party Transactions, if any, are placed before the Audit Committee
EXTRACT OF ANNUAL RETURN:
The provisions of section 134 of Companies Act, 2013 were amended vide Companies
Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018.
Accordingly, the requirement of attaching the extract of Annual Return, in format MGT -9
with the Directors Report has been dispensed off and the same needs to be posted on the
Company's website, if any, and a link is to be given in the Directors Report.
Accordingly, the same will be placed on the website of the Company.
DETAILS OF COMPANY'S CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on corporate social responsibility.
MANAGEMENT DISCUSSION AND ANALYSIS:
Global Overview
As per the World Economic Outlook (WEO) Update, global growth is anticipated to decline
from an estimated 3.5 percent in 2022 to 3.0 percent in both 2023 and 2024. The rise in
central bank policy rates in order to combat inflation continues to impact and burden
economic activity. Global headline inflation is projected to fall from 8.7 percent in 2022
to 6.8 percent in 2023. The silver lining is that inflation could fall faster than
expected, leading to loosening the need for a tight monetary policy. In most economies,
the focus continues to be achieving sustained disinflation, while maintaining financial
stability.
Indian Economy
As per the latest Government data, India's GDP has grown by 6.1 per cent in the fourth
quarter of Fy 2023. For the entire FY 2023, the growth rate has been 7.2 per cent,
reaffirming India's economic resilience in the face of geopolitical tensions and the shock
waves of the last three fiscals. India's GDP has reached $3.75 trillion in 2023, from
around $2 trillion in 2014; moving from the tenth largest to the fifth largest economy in
the world, having being called "a Bright Spot in the global economy" by the
Ministry of Finance.
Pharmaceutical Industry
The importance of exemplary research and development in combating and containing the
pandemic has created a defining precedent also for other treatment procedures. In line
with this, the pharma sector is poised for robust growth on the back of extensive research
and development, coupled with the introduction of innovative treatments for patients. In
the recent past, there has been a dynamic shift in focus for the pharma sector, where it
has transitioned from being volume-driven to reinventing itself and delivering
far-reaching value to customers across geographies.
The Global pharmaceutical market's estimated value stands at a whopping USD 1 trillion.
Apropos of this uptrend, the Indian pharmaceutical market is also expected to scale up to
USD 130 billion by the end of 2030. At present, the Indian pharma industry ranks third
globally in pharmaceutical production by volume and is known for its generic medicines and
low-cost vaccines. The sector contributed to around 1.32 percent of the Gross Value Added
(at 2011-12 constant prices) of the Indian economy in 2020-21.Generic drugs,
over-the-counter medications, bulk drugs, vaccines, contract research and manufacturing,
biosimilars, and biologics are some of the major segments of the industry. India has the
largest number of pharmaceutical manufacturing facilities that are in compliance with the
US Food and Drug Administration (USFDA) and has 500 API producers that make for around 8
percent of the worldwide API market. Currently, the pharma segment contributes to around
1.72 percent of the country's GDP.
The Injectable Drugs Market size is expected to grow from USD 529.88 billion in 2023 to
USD 762.48 billion by 2028, at a CAGR of 7.55 percent during the forecast period
(2023-2028). The North American market is expected to dominate the injectable drugs market
over the forecast period, owing to the high prevalence of chronic diseases, such as
cancer, diabetes, and cardiovascular diseases, robust healthcare infrastructure, and major
players in the region.In addition, the increasing number of novel product launches, huge
investments in R&D, and the increased adoption of injectable drugs in hospitals to
treat different types of cancer are also contributing to the market growth in the region.
The Global Oral Solid dosage (OSD) Contract Manufacturing Market is forecasted to grow
by USD 11.57 billion during 2022-2027, accelerating at a CAGR of 6 percent during the
forecast period. The market is driven by patent expiry and an increasing demand for
generic drugs, prompting a growing need to focus on core competencies, and availability of
cost-efficient resources in emerging markets.
The Global nutraceuticals market is huge, standing approximately at USD 117 billion.
According to the Ministry of Food Processing Industry, India's nutraceutical market is
enroute to becoming a global leader at USD 4-5 billion, and is expected to grow
approximately to USD 18 billion by 2025. The said industry is also well-equipped to step
up and combat health issues in the country amidst the ongoing after-effects of the
pandemic, in addition to significantly contributing to India's GDP.
Company Overview
Sanjivani Paranteral is a WHO-GMP certified core pharmaceutical company and a pioneer
in the manufacturing of injectables and oral solids with an extensive experience spanning
two- and-a-half-decades. The Company primarily focuses on life-saving drugs and has
exports to over 25 countries, while catering to the needs of a vast geographic area
through two WHO-GMP certified manufacturing facilities in Mumbai and Dehradun. The Company
has a dedicated quality assurance team that uses the strictest regulatory measures
possible to ensure quality and eliminate margin of error. These core competencies have
worked as Sanjivani's greatest competitive advantages. The Company has 2 major
opportunities, has signed joint venture with HAL & with a company in Czech Republic
for Nutraceuticals which will help company to grow in near future. Also, the Company has
plans to revamp the existing plants, which will help the
Company to achieve much higher market value for the same products and will also make it
easy for the Company to enter new markets.
RISK MANAGEMENT POLICY
The Board has been vested with specific responsibilities in assessing of risk
management policy, process and system. The Board has evaluated the risks which may arise
from the external factors such as economic conditions, regulatory framework, competition
etc. The Executive management has embedded risk management and critical support functions
and the necessary steps are taken to reduce the impact of risks. The Independent Directors
expressed their satisfaction that the systems of risk management are defensible.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate systems of Internal Control to ensure compliance with
policies and procedures which is commensurate with size, scale and complexity of its
operations.
HUMAN RESOURCES
In any organization communication with employee is a key determinant factor of success
your company believes that employees are the most valued assets for success and growth of
the Company. Your Company had implemented internet network for communication between
management and employees for enhanced accessibility and transparency. Company has also
initiated many morale building programs to strengthen their self-belief which further
benefits the Company.
DEPOSITS
The Company has not accepted any deposit within the meaning of the Chapter V to
Companies Act, 2013. Further, no amount on account of principal or interest on deposit was
outstanding as at the end of the year under report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December 2013. Under the said Act every company is required to set up
an Internal Complaints Committee to look into complaints relating to sexual harassment at
work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year, the Company
has not received any complaint of harassment
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(A) Independent Directors:
The Company as on March 31,2023 has three Independent Directors on Board as follows:
1. Mrs. Monika Amit Singhania
2. Mr. Shrenikkumar Parasmalji Solanki
3. Mrs. Mrunmai Mahendra Sarvankar
All Independent Directors have furnished declarations that they meet the criteria of
Independence as laid down under section 149 of the Companies Act, 2013.
The Company has received declarations with respect to independence from all the
Independent Directors of the Company.
A separate meeting of the Independent Director was convened on February 14, 2023, which
reviewed the performance of the Board, the Non Independent Directors and the Chairman.
(B) Cessation of Directors:
There was no cessation of Directors during the year under review.
(C) Retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Srivardhan Ashwani Khemka, Director retires by
rotation at the forth coming annual general meeting and being eligible to offer himself
for re- appointment.
Details of Directors seeking appointment / reappointment at the forthcoming Annual
General Meeting are annexed to the Notice convening the Annual General Meeting and forms
part of the Annual Report.
(D) Key Managerial Personnel:
As on March 31,2023 the following are the Key Managerial Personnel:
i. Mr. Ashwani Khemka - Managing Director;
ii. Mr. Hitesh Khona - Chief Financial Officer;
iii. Ms. Ritu Puglia - Company Secretary
(E) Code of Conduct:
The Directors and senior management personnel has Complied with the Code of Conduct of
the Company.
ANNUAL EVALUATION OF DIRECTORS, BOARD AND CHAIRMAN
Pursuant to the provisions of the Company's Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Board's
functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the independent Directors was completed. The performance
evaluation of the Chairman and the Non-independent Directors was carried out by the
independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:
The Company has held 6 ( Six) Board Meetings during the year under review on 17th May
2022, 8th August 2022, 14th November 2022, 8th December 2022, 31st January 2023 and 14th
February 2023.
The Company has held 4 (Four) Audit Committee Meetings during the year under review on
17th May 2022, 8th August 2022, 14th November 2022 and 14th February 2023 .
WHISTLE BLOWER POLICY:
The Company has a whistle blower policy to report genuine concerns or grievances.
VIGIL MECHANISM:
Company established a vigil mechanism pursuant to the provisions of section 177(9)
& (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for
their directors and employees to report their genuine concerns or grievances., which also
incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics
& Compliance Task Force comprising senior executives of the Company. Protected
disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line
or a letter to the member of Audit committee or to the Chairman of the Audit Committee.
STATEMENT OF DIRECTORS' RESPONSIBILITY
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March,
2023, the applicable accounting standards and Schedule III of the Companies Act, 2013,
have been followed and there are no material departures from the same;
(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 your Company as at 31st March, 2023 and of the profit
and loss of the Company for the financial year ended 31st March, 2023;
(c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the annual accounts have been prepared on a going concern' basis;
(e) proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
The paid-up capital of the Company is less than Rs. 10 Crores and the Net-worth of the
Company is less than 25 Crores as on the last day of the previous financial year.
Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24,
24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C ,
D and E of Schedule V SHALL NOT apply, in respect of those listed entities whose paid up
equity share capital does not exceed rupees ten crore and net worth does not exceed rupees
twenty five crore, as on the last day of the previous financial year. Accordingly, your
company is exempt from attaching Corporate Governance report.
AUDITORS AND AUDITORS' REPORT:
STATUTORY AUDITOR
M/s. R.B. Gohil & Co., Chartered Accountants, were appointed for a period of 5
years from the financial period year 01-04-2022 till 31-03-2027.
Further, there is no qualification, adverse remark or observation in their audit
report. No instance of fraud was reported by the Auditors during the year
The Company has received Eligibility certificate letter from M/s. R.B. Gohil & Co.,
Chartered Accountants, to the effect that their appointment, is within the prescribed
limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for appointment
COST AUDITOR
Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with the
Companies ( Cost Records and Audit) Rules,2014, the Company is required to maintain cost
records for FY 2022-2023 as per Rule 3 of the Companies ( Cost Records and Audit)
Rules,2014, however Cost Audit is not applicable for the Fy 2022-2023 as the Company does
not meet the criteria specified in Rule 4(1) of the Companies ( Cost Records and Audit)
Rules,2014.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed Mr. Mohd. Akram, Practicing Company Secretary to conduct the Secretarial
Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure
- A" to this Report.
PARTICULARS OF EMPLOYEES
The Company does not have any employee whose particulars are required to be given
pursuant
to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant / material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
PERSONNEL:
Industrial relations at the Company's factory and other establishments remained cordial
during the year. We appreciate the contribution made by the employees.
GENERAL:
Your Company does not have any ESOP scheme for its employees/Directors. DISCLOSURES
A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Additional information as required in terms of the provisions of Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules,2014 in respect to above
matters is given below:
Power and Fuel Consumption |
2022-23 |
2021-22 |
1. Gas and Electricity |
|
|
a) (1) Gas |
- |
- |
(2) Electricity |
|
|
Unit |
975084 |
684751 |
Total Amt. (Rs.) |
7379344 |
6753238 |
Average Rate / Unit |
7.568 |
9.862 |
b) (1) Own Generation |
- |
- |
2. Coal |
- |
- |
3. Furnace Oil, LSHS & L.D.O. |
|
|
Quantity (Ltrs) |
41392 |
38051 |
Total Amt. (Rs.) |
3613654 |
2842284 |
Average Rate / Unit |
87.30 |
74.697 |
4. Other/Internal Generation |
- |
- |
B. RESEARCH & DEVELOPMENT
The Company has no specific Research and Development Department. However, the Company
is outsourcing the R&D work for the development of new monocular and also has a in-
house Quality Control Department to check the quality of different products manufactured.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign exchange used and Earned (In Rs.)
Particulars |
For the year ended March 31 |
|
2023 |
2022 |
Used |
1,25,02,273 |
62,38,286 |
Earned |
22,65,26,936 |
19,68,58,616 |
ACKNOWLEDGEMENT:
Your Board of Director is grateful to the Company's Shareholders, Bankers, Government
Authorities, Customers, Suppliers, Distributors, and Business Associates for their
continued and valued support. The Directors also wish to place on record their
appreciation to Ccompany's personnel at all levels for the contribution made by them
towards the working of your Company.
Place: Mumbai |
For and on behalf of the Board of Directors |
Date: July 24, 2023 |
ASHWANI KHEMKA |
|
Chairman |
|