As on: May 02, 2024 04:48 AM
To
The Shareholders
The Directors hereby present their 44th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2022.
Your directors regret their inability to recommend payment of any dividend.
Consolidated Results:
The Company's strategy of moving each business to a focused subsidiary has led to better growth and has been a success over the past few years. The Company has shown an overall increase in both turnover and net profit and the company strives to perform even better in the future.
Asence Group:
Asence Inc., a wholly – owned subsidiary of the Company, specializes in the supply of quality pharmaceutical preparation (Finished Dosage Forms and Active Pharmaceutical Ingredients) to the international markets.
Asence is developing some novel products for the European and US markets using the infrastructure of the group companies. A new oncology API plant construction is underway and this plant would begin operations in 2023.
Sarabhai Chemicals (India) Pvt. Ltd.:
Sarabhai Chemicals, a wholly-owned subsidiary Company has made inroads in the domestic market with key strategic products in Oncology, Infertility and Uro-gynaec areas. These three subdivisions of the company are marketing speciality pharmaceutical products under the Sarabhai house mark across India. In has entered in to a marketing tie-up with an external company to boost its sales.
Suvik Hitek Pvt. Ltd.:
Suvik, a wholly-owned subsidiary of the Company, is manufacturing Pharmaceuticals products and marketing Generics and Veterinary products in the domestic market.
Synbiotics Limited:
Synbiotics is a USFDA inspected manufacturing company in the fermentation area. It manufactures an antifungal active ingredient – Amphotericin B product which has an expanding global market.
Systronics (India) Limited:
Systronics, a wholly-owned subsidiary has two divisions Systronics & Telerad.
SYSTRONICS is a leading manufacturer of Analytical and Test & Measuring instruments distributing its products across India. It has recently introduced 2 new products for the Indian market.
TELERAD is one of the oldest representatives of SONY in India promoting Broadcast and Professional Video/ Audio products of various International Companies across India
Sarabhai M. Chemicals Ltd.:
Sarabhai M Chemicals Ltd, a wholly owned subsidiary company has started its Vitamin C coated products manufacturing and is gaintly market share.
Joint Venture Companies:
Vovantis Laboratories Pvt. Ltd.:
Vovantis, a joint venture company, has a keen focus on effervescent products and manufactures for worldwide customers from its USFDA approved plant.
CoSara Diagnostics Pvt. Ltd.:
CoSara, a joint venture company, specialized in the manufacture and sale of molecular diagnostics kits.
These PCR based test kits are sold across India under the Saragene? brand.
Corporate Governance:
Pursuant to provisions of SEBI (LODR), Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Annual Report.
Subsidiaries:
The Company has 8 (eight) subsidiaries and 2 (two) joint ventures and 1 (one) associate company. Their performance is integrated in the consolidated accounts.
Consolidated Financial Statement:
In compliance of the Accounting Standard AS-21 on Consolidated Financial Statement, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.
Directors and Key Managerial Personnel:
The Board of Directors consists of 6 (Six) members, of which 3 (three) are Independent Directors, 2 (two) executive directors and 1 (one) non-executive director The Board also comprises of one woman Director. The Board consists of Mr. Kartikeya V. Sarabhai (Chairman & Whole-time Director), Ms. Chaula Shastri (Whole-time Director), Mr. Anil H. Parekh (Non-executive Director, Mr. Ashwin P. Hathi (Independent Director), Mr. Chandrashekhar B. Bohra (Independent Director) and Mr. Mayur Swadia (Independent Director)
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kartikeya V. Sarabhai -Chairman & Whole-time Director, Ms. Chaula Shastri- Whole-time Director, Mr. Navinchandra Patel- Chief Financial Officer and Mr. Damodar Sejpal- Company Secretary; are the Key Managerial Personnel of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Anil H. Parekh (DIN: 00312504) is the director retiring by rotation and being eligible has offered himself for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Director reappointed is appended to the Notice of Annual General Meeting.
During the year under review, Mr. Kartikeya V.
Sarabhai, Chairman & Whole-time Director has been appointed for further period of 3 years from 1st April,2021 to 31st March,2024 and Ms. Chaula Shastri, Whole-time Director has been appointed for further period of 3 years from 1st April,2021 to 31st March,2024.
Declaration by Independent Directors:
The Independent Director have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).
Annual 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 the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under Listing Regulation.
The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of the Committees Meeting, etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of the 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 and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
Particulars of Loans, Guarantees or Investments:
Information regarding loans, guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the financial statements.
Related Party Transactions:
Since all the related party transactions are carried out in the ordinary course of business on arm's length basis such transactions entered into by the Company during the financial year did not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.
None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.
During the year 2021-22, pursuant to Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 all RPTs were placed before Audit Committee for its prior/ omnibus approval.
Material Changes and Commitments:
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.
Number of Meetings of the Board:
There were Seven Meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.
Extract of Annual Return:
Extract of Annual Return is being placed on the website of the Company www.ase.life
Policy of Director 's Appointment and Remuneration and other details:
The Company's policy on director's appointment and remuneration and other matters provided in Section 178(3) of the Act has been followed by Nomination and Remuneration Committee or Key Managerial Personnel. They have fixed criteria for appointment of directors and Key Managerial Persons. Every year their performance is evaluated by the Committee and accordingly suitable recommendations are made.
Internal Financial Control Systems and their adequacy:
The Company has an Internal Control System commensurate with size, scale and complexity of its operations. The Company has appointed an Independent Internal Auditor who carries out Internal Auditing works according to policies and rules framed to monitor and control financial transactions within the Company and submits his report at every quarter which is put before the Audit Committee for their perusal.
Audit Committee:
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.
Risk Management:
The Audit Committee of the Company is assigned the task to frame, implement and monitor the risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
Corporate Social Responsibility (CSR):
During the year under review the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.
Particular of Employees:
The information required U/s. 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 will be provided upon request in terms of section 136 of the Act, the reports and accounts are being sent to the members and other excluding the information on employees' particulars, which is available for inspection by members at the registered office of the Company during 2:00 p.m. to 4:00 p.m. on working days of the Company up to the date of AGM. If any Member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company. There is no employee drawing salary in excess of limit prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Fixed Deposits:
The Company has not accepted any fixed deposit during the year neither there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the end of the year.
Details of Significant Orders passed by Regulators or Courts:
There is no significant or material order passed by any
Regulators or courts during the financial year.
Disclosure Pursuant to section 197(14) of the
Companies Act 2013
No Whole time director of the Company was in receipt of any remuneration/ commission from the company's holding/ subsidiary companies during the financial year.
Details of Establishment of Vigil Mechanism:
The Company has formulated Whistle Blower policy to establish a vigil mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspended fraud or violation of Company's code of conduct policy.
Details under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has established Internal Complaints Committee to redress the complaints received from any woman employee of the Company as required under the provisions of the Act.
Fraud Reporting:
There was no fraud reporting by the Auditors of the Company u/s. 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the year under review.
Energy Conservation, Technology Absorption and
Foreign Exchange earnings and outgo:
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.
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 for the year ended 31.03.2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
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 on 31.03.2022 and of the profit 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.
e) The Company has 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
Business Responsibility Report (BRR)
The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility Reporting is not applicable to the Company.
Insurance:
Building, Plant and Machinery and Stocks, have been adequately insured.
Auditors: -
(A) Internal Auditors
M/s. Gautam Joshi & Co., Chartered Accountants has been appointed as Internal Auditor for the Financial Year 2021-22. The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by Audit Committee. The Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
(B) Statutory Auditors
Pursuant to section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Khandhar & Associates, Chartered Accountants, (Firm Registration No. 118940W), are appointed as Auditors by the Members in the AGM held on 29.09.2017 to hold office until the conclusion of 44th Annual General Meeting, to be held in the year 2022.
The Statutory Auditor's comment on your Company's account for the year ended March 31, 2022 are self-explanatory in nature and do not require any explanation. The Auditor's Report does not contain any qualification or adverse remarks.
The Board of Directors at their meeting held on 26th May,2022 recommended to appoint M/s. Sorab S. Engineers, Chartered Accountants, Ahmedabad as Statutory Auditors of the Company subject to approval of members at the 44th Annual General Meeting of the company.
(C) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RPAP & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2021-22. The Secretarial Audit Report issued is appended to this report as Annexure. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is self-explanatory and need no further clarification.
During the year under review, the Company has complied with applicable Secretarial standards issued by ICSI.
Acknowledgement:
Your Directors would like to take opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further they would also like to place on record their sincere appreciation for dedication and hard work put in by one and all Members of Sarabhai Pariwar including workers.