Dear members,
The Board of Directors ("Board") presents the 35th
Annual report of your Company together with the Audited Standalone and Consolidated
Financial Statements for the financial year ended March 31, 2024.
FINANCIAL HIGHLIGHTS:
The Company's Standalone and Consolidated Financial results for the
year ended March 31, 2024, is summarised below:
(All Amounts in INR Lakhs unless otherwise specified)
| Particulars |
Standalone |
Consolidated |
|
For the year ended March 31 |
For the year ended March 31 |
|
2024 |
2023 |
2024 |
2023 |
| Total revenue |
82.27 |
- |
1,599.03 |
- |
| Total expenses |
690.95 |
990.76 |
3,161.16 |
990.76 |
| Profit before exceptional items and tax |
(608.67) |
(990.76) |
(1,562.14) |
(990.76) |
| Exceptional items |
- |
- |
- |
- |
| Profit before tax and share of profits of associates |
(608.67) |
(990.76) |
|
|
| Prior period share of profit/interest form Associate |
|
|
|
|
| Profit before tax |
(608.67) |
(990.76) |
(1,562.14) |
(990.76) |
| Tax expenses |
(113.69) |
(235.20) |
(377.82) |
(235.20) |
| Net profit for the year |
(494.98) |
(755.57) |
(1,184.31) |
(755.57) |
| Net profit attributable to the Shareholders of the Company |
|
|
(796.80) |
(755.57) |
| Net profit attributable to the non- controlling interest |
|
- |
(387.51) |
" |
| Other comprehensive income |
- |
- |
(32.00) |
3.48 |
| Total comprehensive income for the year |
(494.98) |
(755.57) |
(1,216.31) |
(752.09) |
| Total comprehensive income attributable to the Shareholders
of the Company |
|
|
(808.75) |
(752.09) |
| Total comprehensive income attributable to the
non-controlling interest |
|
- |
(407.55) |
|
| Basic and diluted EPS (in Rs) |
(2.18) |
(5.86) |
(3.56) |
(5.83) |
Notes: The figures for the previous periods have been regrouped /
reclassified wherever considered necessary.
PERFORMANCE REVIEW
On a Standalone basis, your Company's revenue from operations stood at
Rs. 82.27 Lakhs in the financial year 2023-24, as against nil in the corresponding
previous period.
On a Consolidated basis, your Company's revenue from operations stood
at Rs. 1,599.03 Lakhs in the financial year 2023-24, as against nil in the corresponding
previous period.
Highlights of Company's performance is covered in detail in the
Management Discussion and Analysis Report (MDA), included in this Annual Report as
required under Schedule V of the SEBI (LODR) Regulations, 2015.
DIVIDEND
The Board of Directors of the company has not recommended any dividend
on the equity shares of the company for the financial year ended 31st March
2024.
TRANSFER TO RESERVES
During the Financial Year 2023-24, no amount has been transferred to
any reserves.
DEPOSITS
During the year under review, the Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force) from the public or the members and as such,
no amount on account of principal or interest on public deposits was outstanding as on the
date of the balance sheet.
SHARE CAPITAL
Authorised share capital of the company as on March 31, 2024, is
Rs.45,00,00,000/- (Rupees Forty-Five Crores only) divided into 4,50,00,000 Equity Shares
of Rs.10/- each and the Paid-up Share Capital is Rs.35,26,78,120/- (Rupees Thirty-Five
Crore Twenty-Six Lakh Seventy-Eight Thousand One Hundred and Twenty) divided into
3,52,67,812 Equity shares of Rs.10/- each.
During the year under review, the company had issued shares for
consideration other than cash through preferential allotment and converted outstanding
warrants into equity shares, as a result of which the capital of the company was increased
as follows:
a. Increase in Authorized Share Capital of the Company
In order to facilitate the future requirements, if any, of the Company,
pursuant to approval of the Shareholders at the Extraordinary General Meeting held on
January 31, 2024, increased the Authorized Share Capital of the Company from Rs.
30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity
Shares of Rs. 10/- (Rupee Ten Only) each to Rs. 45,00,00,000/- (Rupees Forty-Five Crores
Only) divided into 4,50,00,000 (Four Crores Fifty Lakh) Equity Shares of Rs. 10/- (Rupee
Ten Only) each.
b. Allotment of Equity Shares
During the Financial Year 2023-24, the total issued and paid-up equity
share capital of the Company has been increased from Rs.21,48,62,340/- to
Rs.35,26,78,120/- pursuant to the allotment of 1,37,81,578 Equity Shares.
During the Financial Year 2023-24, after obtaining necessary approvals,
the Company issued and allotted:
i) 9,25,000 Equity Shares (consequent to the conversion of 9,25,000
share warrants allotted on October 13, 2022) having face value of Rs.10/- each at a
premium of Rs.5/- each on preferential basis. Afterthe said conversion, there are no
othershare warrants outstanding for conversion. Consequently, the Equity Share Capital of
the Company stood at Rs.22,41,12,340/-.
ii) Preferential Issue:
1,28,56,578 Equity Shares of the Company having a Face Value of Rs.10/-
(Rupee Ten Only) each at a price of Rs.40.87/- (Rupees Forty and Eighty Seven Paise only)
per Equity Share (including a premium of Rs.30.87/- (Rupees Thirty and Eighty Seven Paise
Only) per share on March 02, 2024 to shareholders of Adita Bio Sys Private Limited
("Adita") for consideration other than cash [i.e. swap of shares of Adita Bio
Sys Private limited towards full payment of the total consideration payable for the
acquisition of 36,73,308 Shares representing 99.86% shareholding of the Adita] on a
Preferential Issue basis pursuant to the approval of the Shareholders in Extra Ordinary
General Meeting held on January 31, 2024. After the issue, the Equity Share Capital of the
Company stood at Rs.35,26,78,120/- (Rupees Thirty-Five Crores Twenty-Six Lakh
Seventy-Eight Thousand One Hundred and Twenty Only).
During the year under review, the Company has not issued shares with
differential voting rights or granted any stock options or issued any sweat equity or
issued any Bonus Shares. Further, the Company has not bought back any of its securities.
DETAILS OF MATERIAL EVENTS DURING THE YEAR
a) Additional investment in Anugraha chemicals ("The Firm"):
The company had acquired 25.50% partnership interest in Anugraha
Chemicals during the financial year 2022-23. Further pursuant to the approval of the
Board, the company has acquired additional 28.50% partnership interest in the said firm
totalling to 54.00% partnership interest as on date of this annual report.
b) Acquisition of99.86% stake in Adita Bio Sys Private Limited.
("Adita")
As a part of in-organic growth your company and in line with strategy
to grow and with the aim of expanding market share company has identified Adita as one of
the potential strategic targets.
Adita is a Private Limited Company established in 2015, having a state
of art Laboratory Animal House Facility spanning over approximately 32,000 sq. ft, at an
industrial area in Tumkur, Bengaluru, Karnataka. Adita is an independent CRO providing
integrated Nonclinical studies and other regulatory services as per GLP principles. Adita
is in the process of undergoing GLP Audit from the relevant authorities.
The company after carrying out extensive due diligence and as per
approval of the Board of Directors and shareholders has issued, offered and allotted
1,28,56,578 Equity shares having face value of Rs. 10/- each at a premium of Rs. 30.87/-
(Rupees Thirty and Eighty-Seven Paise Only) to the shareholders of Adita being a full
consideration discharged by the company for the acquisition 36,73,308 Equity shares
representing 99.86% stake in Adita in accordance with the provisions of the Companies Act,
2013 and ICDR Regulations, as amended from time to time and other applicable laws.
c) Change in Object Clause of the Memorandum of Association of the
company.
The Board and Members of the Company at their meetings held on 06th
January 2024 and 31st January 2024 respectively approved for substitution of
the Existing Object Clause of the Memorandum of Association (the "MOA") with the
new clauses which are necessary for furtherance of the business of the Company.
d) Change in business line of the company.
The Board and Members of the Company at their meetings held on 06th
January 2024 and 31st January 2024 respectively approved for substitution of
the Existing Object Clause of the Memorandum of Association (the "MOA") with the
new clauses which are necessary for furtherance of the business of the Company. The new
line of business for the Company falls within the domain of Contract Research and
Manufacturing Services (CRAMS). Additionally, the company will be involved in various
activities such as product discovery, research, development, manufacturing, testing, and
analytical services. These services encompass non- clinical and clinical research,
innovation services, and other related activities within the biotechnology,
pharmaceuticals, devices, nutritional products, and similar domains.
The expected benefits of venturing into the new line of business
encompass Diversification of Revenue Streams, Enhanced Market Presence, Innovation and
Research Opportunity, Strategic Collaboration, Increased Client Base and Long-Term Growth
Potential. These anticipated benefits reflect the strategic decision to explore and
participate in a multifaceted range of activities within the CRAMS and Research domains.
e) Acquisition of Land Parcels
Your Company to achieve its vision and mission have been exploring the
growth opportunities in both ways i.e., Organic and Inorganic. As a part of Organic
Growth, the Company has planned to setup Pharmaceuticals Manufacturing, Research &
Development Unit and Contract Research and Manufacturing Services Facilities
("Facilities"). namely Siri Labvivo Diet Private Limited and Spring Labs have
become step down subsidiaries of the company.
• Further, Your Company has acquired additional 28.50% of
partnership interest in Anugraha Chemicals totalling to 54.00% partnership interest during
year under review. By virtue of the same, Anugraha Chemicals has become subsidiary of the
company as per Ind AS and hence being considered for consolidation of financials only.
Pursuant to Section 129 (3) of the Act read with rules framed
thereunder, pursuant to Regulation 33 of the Listing Regulations and Ind - AS 110 issued
by the Institute of Chartered Accountants of India, Consolidated Financial Statements
presented by the Company include the financial statements of its subsidiaries.
A separate statement containing the salient features of the financial
performance of the subsidiaries and associates for the Financial Year 2023-24 in the
prescribed form AOC-1 is annexed to the Board's Report as Annexure - A and forms a
part of this report. The financial statements, including the consolidated financial
statements and related information of the Company and financial statements of the
subsidiary companies are available on our website at www.pharmaids.com and also forms an
integral part of the Annual Report.
The Company has following subsidiaries as on 31st March
2024:
Material Subsidiaries*
Adita Bio Sys Private Limited
Anugraha Chemicals ("Registered Partnership Firm")
Step Down Subsidiaries**
Siri Labvivo Diet Private Limited
Spring Labs ("Registered Partnership Firm")
*Adita Bio Sys Private Limited and Anugraha Chemicals are material
unlisted subsidiaries of the Company as per SEBI Listing Regulations 2015.
** Siri Labvivo Diet Private Limited and Spring Labs are the
subsidiaries of Adita Bio Sys Private Limited
The Company does not have any Joint-Venture or Associate Companies nor
ceased to be joint venture or associate Company of any other Company within the meaning of
Section 2(6) of the Companies Act, 2013. During the year under review, the Board of
Directors reviewed the affairs of material subsidiaries. There has been no material change
in the nature of the business of the subsidiaries.
The Policy for determining material subsidiaries is available on the
Company's website i.e.
http://www.pharmaids.com/policies.html
namely Siri Labvivo Diet Private Limited and Spring Labs have become
step down subsidiaries of the company.
• Further, Your Company has acquired additional 28.50% of
partnership interest in Anugraha Chemicals totalling to 54.00% partnership interest during
year under review. By virtue of the same, Anugraha Chemicals has become subsidiary of the
company as per Ind AS and hence being considered for consolidation of financials only.
Pursuant to Section 129 (3) of the Act read with rules framed
thereunder, pursuant to Regulation 33 of the Listing Regulations and Ind - AS 110 issued
by the Institute of Chartered Accountants of India, Consolidated Financial Statements
presented by the Company include the financial statements of its subsidiaries.
A separate statement containing the salient features of the financial
performance of the subsidiaries and associates for the Financial Year 2023-24 in the
prescribed form AOC-1 is annexed to the Board's Report as Annexure - A and forms a
part of this report. The financial statements, including the consolidated financial
statements and related information of the Company and financial statements of the
subsidiary companies are available on our website at www.pharmaids.com and also forms an
integral part of the Annual Report.
The Company has following subsidiaries as on 31st March
2024:
Material Subsidiaries*
Adita Bio Sys Private Limited
Anugraha Chemicals ("Registered Partnership Firm")
Step Down Subsidiaries**
Siri Labvivo Diet Private Limited Spring Labs ("Partnership
Firm")
*Adita Bio Sys Private Limited and Anugraha Chemicals are material
unlisted subsidiaries of the Company as per SEBI Listing Regulations 2015.
** Siri Labvivo Diet Private Limited and Spring Labs are the
subsidiaries of Adita Bio Sys Private Limited
The Company does not have any Joint-Venture or Associate Companies nor
ceased to be joint venture or associate Company of any other Company within the meaning of
Section 2(6) of the Companies Act, 2013. During the year under review, the Board of
Directors reviewed the affairs of material subsidiaries. There has been no material change
in the nature of the business of the subsidiaries.
The Policy for determining material subsidiaries is available on the
Company's website i.e.
http://www.pharmaids.com/policies.html
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be disclosed under Section
134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given
as Annexure - B forming part of Board's Report.
EMPLOYEE STOCK OPTION PLAN AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review, the Company has introduced
"Pharmaids Pharmaceuticals Limited - Employee Stock Option Scheme 2024" &
"Pharmaids Pharmaceuticals Limited - Employee Stock Purchase Scheme 2024" ("the
Schemes"). Both the schemes were approved on January 06, 2024 by Borad of
Directors and on January 31, 2024 by shareholders by passing Special Resolution. Board of
directors has reserved 25,00,000 options and 30,00,000 equity shares under these schemes
respectively for employees which will be granted at the price and terms as per the
proposal by NRC committee and subject to the approval from the Board of Directors from
time to time.
The grants under the Schemes are further subject to necessary statutory
approvals and would be made in conformity with the applicable laws. No shares were awarded
to employees under the Scheme during the FY 2023-24.
Disclosures in compliance with SEBI (Share Based Employee Benefits)
Regulations, 2014, are uploaded on the website of the Company at www.pharmaids.com
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Your Company places on record their deep appreciation for the
contribution made by the employees of the Company at all levels. A Note on Human Resources
is provided in the Management Discussion and Analysis ("MDA") Report, which
forms part of this Report.
a. Particulars of Employees
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
the Report as Annexure-C.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits set out in the said Rules forms
part of this Report. Further, the Report and the Annual Accounts are being sent to the
Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said
statement will be open for inspection upon request by the Members. Any Member interested
in obtaining such particulars may write to the Company Secretary at
compliance@pharmaids.com
b. Prevention of Sexual Harassment at workplace
The Company is committed to provide a safe and conducive work
environment to all its employees and associates. In accordance with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy
which mandates no tolerance against any conduct amounting to sexual harassment of women at
workplace. The Company has constituted "Internal Complaints Committee" to
redress and resolve any complaints arising at respectable workplace.
The details of complaints received / disposed/ pending during the year
ended March 31, 2024.
| Particulars |
|
| No of Complaints of sexual harassment received in the year |
Nil |
| No of Complaints disposed off during the year |
Nil |
| No of cases pending as on March 31, 2024 |
Nil |
The Policy on Non-discrimination and Prevention of Sexual Harassment
(POSH) is available on the Company's website at http://www.pharmaids.com/policies.html
DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:
During the year under review, the following appointments,
re-appointments and resignations were made in the Board of Directors, Key Managerial
Personnel and Senior Management of the Company:
a. Appointments/ Inductions to the Board
The Shareholders in their 34th Annual General Meeting held
on September 22, 2023, approved the appointment of Mr. Shreedhara Shetty (DIN: 02776638),
as a Non-Executive, Non - Independent Director (liable to retire by rotation) of the
Company with effect from August 29, 2023.
The Shareholders in their 01st Extraordinary General Meeting
for the financial year 2023-24 held on January 31, 2024, approved the appointment of Dr.
Shankarappa Nagaraja Vinaya Babu (DIN: 01373832), as a Director (Under the category of
Non-Executive Non-Independent) (Not liable to retire by rotation) and Chairman of the
Company with effect from January 31, 2024.
b. Re-appointment to the Board
The Board in its meeting held on August 28, 2024, based on the
recommendation of the Nomination and Remuneration Committee, recommended to the
Shareholders to consider re- appointment of Mr. Shreedhara Shetty (DIN: 02776638) as
Non-Executive & Non-Independent Director liable to retire by rotation in terms of
provisions of the Act at the ensuing Annual General Meeting of the Company. The necessary
resolution seeking the approval of the Shareholders to re-appoint Mr. Shreedhara Shetty
forms part of the Notice of the Annual General Meeting.
The brief particulars and expertise of Mr. Shreedhara Shetty seeking
re-appointment have been given in the annexure to the Notice of the AGM in accordance with
the requirements of the Listing Regulations and Secretarial Standards.
c. Resignation from the Board
Mr. Venkata Rao Sadhanala (DIN:02906370) resigned as Non-Executive and
Non-Independent Director of the Board with effect from August 29, 2023. The Company has
received confirmation from Mr. Venkata Rao Sadhanala stating that he is resigning from the
Board due to professional reasons and that there are no other material reasons for his
resignation. Consequently, he ceased to be the member of the Nomination and Remuneration
Committee of the Board. The Board and the Management places on record their sincere
appreciation for the valuable contributions to the Company's success and the assistance
and guidance provided by Mr. Venkata Rao Sadhanala during his tenure as a Member of the
Board/ Committees of the Company.
d. Key Managerial Personnel
In terms of Section 2(51) and Section 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the details of change in Key Managerial Personnel of the Company are:
• Dr. S Prasad, Chief Executive Officer, (effective from January
06, 2024)
• Mr. Kaushik Kumar, Company Secretary & Compliance Officer
(up to August 14, 2024)
• Mr. Prasanna Subramanya Bhat, Company Secretary & Compliance
Officer, (effective from August 14, 2024)
Mr. Kaushik Kumar, Company Secretary & Compliance Officer of the
Company resigned and is relieved from the services of the Company with effect from closing
of business hours of August 14, 2024. Mr. Kaushik Kumar has stated in his Letter of
Resignation dated August 05, 2024, that he is resigning from the position of Company
Secretary & Compliance Officer due to personnel reasons and that there are no other
material reasons for his resignation.
The Board based on the on the recommendations of the Nomination and
Remuneration Committee, appointed Dr. S Prasad as a Chief Executive Officer and Mr.
Prasanna Subramanya Bhat as Company Secretary & Compliance Officer of the Company.
e. Senior Management Personnel
In terms of the Listing Regulations, the Company has identified the
"Senior Management Personnel" which comprise all the Key Managerial Personnel of
the Company excluding the Board of Directors and includes the Chief Executive Officer, the
Chief Financial Officer and the Company Secretary.
The Company has appointed Dr. S Prasad as Chief Executive Officer
(effective from January 06, 2024) and Mr. Prasanna Subramanya Bhat as Company Secretary
& Compliance Officer (effective from August 14, 2024), a Key Managerial Personnel and
is part of the Senior Management Personnel.
Other than the above, there were no appointment, re-appointments or
resignations in the Board, Key Managerial Personnel and Senior Management of the Company
for the year ended March 31, 2024.
GOVERNANCE Board Governance
Board Governance is the framework that structures the Board and its
operation. The Company Board's governance guidelines cover aspects relating to composition
and role of the Board, Chairman and its Directors, Board diversity, definition of
independence, term of Directors, retirement age and committees of the Board. The Board
governance guidelines also cover key aspects relating to nomination, appointment,
induction and development of Directors, remuneration, oversight on subsidiary
performances, code of conduct and Board effectiveness.
Code of Conduct
The Annual declaration affirming compliance with the Code of Conduct by
the Directors and Senior Management Personnel of the Company for the year ended March 31,
2024, forms part of the Corporate Governance Report.
Board and Committee Constitution
The current policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors to maintain the Independence of the Board and
separate its functions of governance and management. As on March 31, 2024, the Board
consists of Seven members with two Non- Executive and Non-Independent Director, two
Executive and Whole-time Directors, and three Independent Directors.
The details of the constitution of the Board and of the Committees, the
terms of reference etc. are given in the Corporate Governance Report which forms part of
this Annual Report.
Meeting of the Board/ Committees
Seven (07) Meetings of the Board of Directors were held during the year
2023-24. The particulars of the meetings held, and attendance of each Director are
detailed in the Corporate Governance Report. Only in case of special and urgent business,
if the need arises, the Board's / Committee's approval is taken by passing resolutions
through circulation or by calling Board / Committee meetings at short notice, as permitted
by law.
All the Board Meeting and Committee Meeting were held in accordance
with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two
meetings is within the period prescribed by the Act read with Listing Regulations.
The Company has duly constituted the Committees required under the Act
read with the applicable Rules made thereunder and the Listing Regulations. As on March
31, 2024. The details of the Board & Committee meetings and the attendance of the
Directors in these meetings are given in the Corporate Governance Report which forms part
of the Annual Report.
Board Diversity
The Company recognizes that a Board composed of appropriately qualified
members with a broad range of experience relevant to the business is important for
effective corporate governance. The Board of Directors values the significance of
diversity and firmly believes that diversity of background, gender, geography, expertise,
knowledge and perspectives, leads to sharper and balanced decision-making and sustainable
development. The Company believes that it has a truly diverse Board which leverages on the
skills and knowledge, industry or related professional experience, age and gender, which
helps the Company to retain its competitive advantage. The Board has adopted the Board
Diversity.
The policy on Board diversity is available on the Company's website at
http://www.pharmaids.com/policies.html
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual Directors pursuant to the provisions of the
Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the board composition and
structure; degree of fulfilment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); effectiveness of board processes, information and functioning, etc.;
extent of co-ordination and cohesiveness between the Board and its Committees; and quality
of relationship between board Members and the management.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc. The above criteria are broadly
based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India (SEBI) on January 5, 2017.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual Directors on the basis of criteria such as the contribution of
the individual Director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution within and outside the
meetings, etc. Performance evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.
Policy on Board's appointment & Remuneration
The current policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors. This maintains the independence of the Board and
separate its functions of governance and management. The details of Board and Committee
composition, tenure of directors, areas of expertise and other details are available in
the Corporate Governance Report which forms part of this Annual Report.
The Nomination and Remuneration Committee ('NRC') engages with the
Board to evaluate the appropriate characteristics, skills and experience for the Board as
a whole as well as for its individual members with the objective of having a Board with
diverse backgrounds and experience in business, finance, governance, and public service.
The NRC, basis such evaluation, determines the role and capabilities required for
appointment of Director. Thereafter, the NRC recommends to the Board the selection of new
Directors. The policy of
the Company on Directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a Director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on http://www.pharmaids.com/policies.html
Based on the recommendations of the NRC, the Board has approved the
Remuneration Policy for Directors and as part of the Policy.
The salient features of the Policy are:
• To enable the Company to provide a well-balanced and
performance-related compensation package, taking into account shareholder interests,
industry standards and relevant Indian corporate regulations.
• To ensure that the interests of Board members & senior
executives are aligned with the business strategy and risk tolerance, objectives, values,
and long-term interests of the company and will be consistent with the "pay-for
performance" principle.
• To ensure that remuneration to directors, KMP and senior
management employees of the Company involves a balance between fixed and incentive pay
reflecting short- and long- term performance objectives appropriate to the working of the
Company and its goals.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation
to financial statements of the company, the Board of Directors, to the best of its
knowledge confirms that: •
• In the preparation of the annual accounts for the year ended
March 31, 2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
• 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 as at March 31, 2024
and of the profit and loss of the company for that period;
• The directors have 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;
• The directors have prepared the annual accounts on a going
concern basis;
• The directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
• The directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
CORPORATE GOVERNANCE
The Company adheres to the Corporate Governance requirements set out by
the Securities and Exchange Board of India ("SEBI"). The Report on Corporate
Governance for the financial year ended March 31, 2024, along with the Secretarial
Auditor's Certificate confirming compliance with the conditions of Corporate Governance
forms part of this Annual Report which states that the Company has complied with the
conditions of Corporate Governance as stipulated in Regulations 17 to Regulation 27 and
clauses (b) to (i) of Regulation 46(2) and paras C and D of Schedule V of the Listing
Regulations during the year ended March 31, 2024.
Internal Control Systems
Internal financial controls are essential to ensure the accuracy and
integrity of its financial information.
The Board of Directors of the Company is responsible for ensuring that
Internal Financial Controls have been laid down by the Company and that such controls are
adequate and operating effectively. Company has an adequate system of internal controls
with clearly defined authority limits. Internal controls ensure that the Company's assets
are protected against loss from unauthorised use or disposition and all transactions are
authorised, recorded, and reported in conformity with generally accepted accounting
principles. These policies are periodically reviewed to meet business requirements.
The CEO and CFO Certificate, forming part of the Corporate Governance
Report, confirms the existence and effectiveness of internal controls and reiterate their
responsibilities to report deficiencies to the Audit Committee and rectify the same.
Risk Management
Risk management is embedded in the company believes that risk
resilience is the key to achieve long term sustainable growth. Business Risk Evaluation
and Management is an ongoing process within the Organization. In Compliance with the
provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has a
robust Risk Management Framework to identify, monitor and minimize risks as also identify
business opportunities. At present, the Company has not identified any element of risk
which may threaten the existence of the Company.
Further as per Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management
Committee, is not applicable to the Company during the Financial Year under review.
Vigil Mechanism/ Whistle Blower Policy
The Board of Directors have established robust Vigil Mechanism and a
Whistle-blower policy for Directors and Employee to report genuine concerns in compliance
of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Our Company Believes in promoting fair, transparent, ethical, and
professional work environment. The company has adopted the code of conduct which provides
an environment that promotes responsible and protected whistle blowing. All the employees
including Directors and External Parties such as consultants, vendors, suppliers, dealers,
customers and contractors working for and/ or on behalf of any of the Group entities are
covered under the Whistle-blower policy.
The details of complaints received / disposed/ pending during the year
ended March 31, 2024.
| Particulars |
|
| No of Complaints of received in the year |
Nil |
| No of Complaints disposed off during the year |
Nil |
| No of cases pending as on March 31, 2024 |
Nil |
The Vigil Mechanism and Whistle-blower policy is available on the
Company's website and can be accessed at http://www.pharmaids.com/policies.html
Code of Prevention of Insider Trading
In accordance with Securities and Exchange Board of India, the
Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements and
in line with the amendments, your Company has adopted the Code of Conduct to regulate,
monitor and report trading by Designated Persons and their Immediate Relatives under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
This Code of Conduct also includes code of practices and procedures for fair disclosure of
unpublished price sensitive information and has been made available on the Company's
website at www.pharmaids.com
SECRETARIAL GOVERNANCE
Related Party Transactions
The Company has a well-defined and structured governance process for
related party transactions undertaken by the Company. In line with the requirements of the
Act and the Listing Regulations, the Company has formulated a Policy on Related Party
Transactions. During the year under review, the Policy has been amended to incorporate the
regulatory amendments in the Listing Regulations. The Policy can be accessed on the
Company's website at http://www.pharmaids.com/policies.html
During the year under review, all related party transactions entered
into by the Company and its subsidiaries, were approved by the Audit Committee and were at
arm's length and in the ordinary course of business.
The SEBI Listing Regulations states that if any Related Party
Transactions exceeds Rs.1,000 crore or 10% of the annual consolidated turnover as per the
last audited financial statement whichever is lower, would be considered as material and
would require Shareholder's approval. In this regard, for the year ended March 31, 2024,
the Company has taken necessary Shareholder's approval.
Further, none of the transactions with related parties fall under the
scope of Section 188(1) of the Act. The disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is annexed to the Board's Report
as Annexure - D and forms a part of this report. Details of related party
transactions entered into by the Company, in terms of Ind AS- 24 have been disclosed in
the notes to the standalone/consolidated financial statements forming part of this Annual
Report.
The Company has not entered into any materially significant related
party transactions with its Directors, or Management, or relatives, etc. that may have
potential conflict with the interests of the Company at large.
Statement of deviation(s) or variation(s)
In accordance with the Regulation 32 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, where a listed entity has raised funds through
preferential allotment or qualified institutions placement, the listed entity shall
disclose every year, the utilization of such funds during that year in its Annual Report
until such funds are fully utilized. In this connection, the Company has fully utilized
the amount raised through Preferential Issue of Equity Shares and Share Warrants and the
purpose for which these proceeds were raised has been achieved and there is no deviation
in the use of the amount raised through Preferential Issue of Equity Shares and Share
Warrants.
Demat Suspense Account/Unclaimed shares account
The Company opened a Demat account as Pharmaids Pharmaceuticals Limited
- Unclaimed Suspense Account with the Choice Broking India Private Limited and transferred
all unclaimed shares into one physical folio and further dematerialized the said equity
shares under a demat account. When any Shareholder claim, the Company will transfer the
same to the Shareholders demat account by following the procedure as prescribed under the
regulations. In terms of Regulation 39 of the Listing Regulations, the Company reports the
details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares
account as on March 31, 2024, is given in Corporate Governance Report.
Investor Education and Protection Fund (IEPF)
The Companies Act, 2013 read with the IEPF Rules states that all the
shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive
years or more are required to be transferred to the demat Account of the IEPF Authority.
Our Company does not have any funds lying unpaid and unclaimed for a period of seven
years. Therefore, there were no Funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
Annual return
In accordance with the Companies Act 2013, a copy of the Annual Return
as on March 31, 2024, in the prescribed format is available on the Company's website at
http://www.pharmaids.com/annual-general-meeting.html
AUDITORS AND AUDITOR'S REPORT
a. Statutory Auditor - M/s. PPKG & Co., Chartered Accountants
M/s PPKG & Co, Chartered Accountants (Firm Registration No.
009655S) who have been reappointed at the 34th Annual General Meeting of the
Company held on 22nd September 2023 to hold office for a term of 5 years i.e.,
till the conclusion of the 39th Annual General Meeting of the Company.
M/s PPKG & Co, Chartered Accountants has furnished a certificate
confirming their eligibility and consent for their continuance as the Statutory Auditor of
the Company and also in terms of the Listing Regulations, the Statutory Auditor have
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
The Auditor's Report does not contain any qualification, reservation,
adverse remark, or disclaimer. The Notes on financial statement referred to in the
Auditor's Report are self- explanatory and do not call for any further comments.
b. Internal Auditor - T N Raghavendra, Practicing Chartered Accountant.
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of
The Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation
of the Audit Committee, have re-appointed Mr. T N Raghavendra, Practicing Chartered
Accountant as an Internal Auditor of the Company on such terms and conditions as mutually
agreed upon between Mr. T N Raghavendra, Chartered Accountant and the Company, to carry
out the internal audit function for financial year 2024-25.
c. Secretarial Auditor - M/s Kashinath Sahu & Co., Practicing
Company Secretaries
The Board of Directors at their meeting held on May 28, 2024, based on
the consent received from M/s Kashinath Sahu & Co., Practising Company Secretaries,
re-appointed M/s Kashinath & Co., Practising Company Secretaries (Certificate of
Practice No. 4807), as Secretarial Auditor for the period of 3 years starting from 01st
April 2024 of the Company to conduct Secretarial Audit.
In terms of Section 204 of the Act and the Report given by the
Secretarial Auditors in the prescribed Form MR-3 forms an integral part of this Report.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark, or disclaimer. During the year, the Secretarial Auditors have
not reported any matter under Section 143(12) of the Act, therefore no detail is required
to be disclosed under Section 134(3) (ca) of the Act.
d. Cost Auditor
The provisions relating to appointment of cost auditor and maintenance
of Cost records under Section 148 of Companies Act, 2013 are not applicable to the
Company.
DISCLOSURES
The following disclosures are made to the extent applicable to the
Company for the year ended March 31, 2024:
The Board
• None of the Directors on the Board are members of more than 10
Committees or Chairman of more than 5 Committees across all the Companies in which he/she
is a Director as required under the Listing Regulations.
• None of the Independent Directors on the Board is an Independent
Director in more than seven listed Companies as required under the Listing Regulations.
• All the Directors have disclosed their interest in other
companies, Directorship and membership of Committees and other positions held by them.
• The Board of Directors of the Company have not been debarred or
disqualified from being appointed or continuing as Directors of the Company by the Board /
Ministry of Corporate Affairs or any such Statutory Authority as per the Company's Act and
Listing Regulations.
• The Certificate of Non - disqualification of Directors for the
year ended March 31, 2024 issued by Kashinath Sahu, Company Secretary in Practice which
states that as on April 1, 2024, the Directors on the Board of the Company have not been
debarred or disqualified from being appointed or continuing as Directors of the Company by
the Board/Ministry of Corporate Affairs or any such statutory authority as per of Part C
of Schedule V of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 forms part of this Annual Report.
• The remuneration paid to the Directors is as per the terms laid
out in the Nomination and Remuneration policy of the Company, Statutory Regulations and as
approved by the Board and the Shareholders.
• The Company has received necessary declaration from each
Independent Director of the Company stating that they meet the criteria of Independence as
laid down in the Companies Act, 2013 and in the Listing Regulations and that as on April
1, 2024, the Independent Directors have not been debarred or disqualified from being
appointed or continuing as Directors of the Company by the Ministry of Corporate Affairs
or any such statutory authority as mentioned in the Listing Regulations.
• None of the Director (s) on the Board of the Company had
resigned/retired before the expiry of their respective tenure(s).
• As required under Regulation 17(8) read with Schedule II Part B
of the SEBI Listing Regulations, the Chief Executive Officer & Chief Financial Officer
have given appropriate certifications to the Board of Directors.
Financial Statements
• The recommendations made by all the Committees of the Board
including Audit Committee and which requires the Board approval and adoption were duly
adopted and approved by the Board.
• The financial results for the year ended March 31, 2024 do not
contain any false or misleading statement or figures and do not omit any material
statements which may make the statements or figures contained therein misleading.
• The Financial statements have been prepared in accordance with
Indian Accounting Standards (IND- AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant
provisions.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards on
Meetings of the Board of Directors ("SS-1") and Secretarial Standards on General
Meetings ("SS-2"), mandated by the Institute of Company Secretaries of India on
Board Meetings and General Meetings.
Significant or Material Orders passed by Regulators or Courts or
Tribunal
• There are no significant orders that have been passed by any
Regulator or Court or Tribunal which can have implications on the going concern status and
the Company's operations in future and there are no material litigation outstanding.
• There are no cases pending or filed against the Company or any
liabilities attached to the Company in respect of any of the matters pertaining to
securities.
Other disclosures
• No Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016 by or against the Company.
• During the review period, Statutory and Secretarial auditors of
the company did not report any instances of fraud.
• The Company has complied with the requirements of the Stock
Exchanges or SEBI on matters related to Capital Markets, as applicable, during the last
three years. No penalties or strictures have been imposed on the Company.
• The Company has formulated a policy on maintaining and
preserving timely and accurate records uploaded on the website of the Company. The same is
available on the website of the Company at www.pharmaids.com
ACKNOWLEDGEMENT
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the Company. The Board of
Directors would also like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, government and regulatory
authorities, stock exchanges, customers, vendors, members, debenture holders and debenture
trustee during the year under review and look forward to their continued support in the
future.
| Bengaluru |
Sd/- |
Sd/- |
| August 28, 2024 |
Dr. S N Vinaya Babu |
Venu Madhava Kaparthy |
|
Chairman and Non-Executive |
Whole Time Director |
|
Non-Independent Director |
(DIN: 00021699) |
|
(DIN:01373832) |
|