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EQUITY - MARKET SCREENER

Ajanta Pharma Ltd
Industry :  Pharmaceuticals - Indian - Formulations
BSE Code
ISIN Demat
Book Value()
532331
INE031B01049
247.3435723
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
AJANTPHARM
22.25
16013.72
EPS(TTM)
Face Value()
Div & Yield %
56.18
2
0.51
 

As on: Jun 26, 2022 01:57 AM

Dear Shareholders,

Your Directors are pleased to present their Forty-Second Annual Report and Audited Financial Statements for the Year ended 31 March 2021.

1. FINANCIAL PERFORMANCE

(Rs. in cr. except EPS)

Particulars Standalone Consolidated
Year ended 31 march 2021 2020 2021 2020
Revenue from operations 2,719 2,196 2,890 2,588
Other Income 104 184 26 92
Profit before Depreciation, Finance Costs and Tax expense 1,020 717 1,025 776
Profit after Tax 676 441 654 468
Total Comprehensive Income 674 439 647 473
Earning Per Share (EPS) (Rs.) (Basic) 77.59 50.55 75.09 53.60

2. PERFORMANCE REViEW

The company achieved a growth of 12% in Consolidated Revenue from Operations over the previous year, while Consolidated Profit After Tax grew at 40% in spite of the challenges faced due to pandemic. Exports contributed around 71% of the business.

Company continues to be engaged in development, manufacture and sale of generic and branded pharmaceutical formulations.

3. DIVIDEND

At the Board meeting held on 3 November 2020, the Board had declared an interim dividend of ' 9.50/- (475%) per equity share in accordance with the Dividend Policy. Total dividend payout was ' 82.90 cr. The Board does not recommend any final dividend and accordingly recommends interim dividend to be considered as final dividend for FY 2021. The Dividend Distribution Policy is placed on the website of the Company and its web- link is http://www.aiantapharma.com/AdminData/ PolicyCodes/Dividend Policy.pdf

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The company continues to have five overseas subsidiaries, including one step down subsidiary. There has been no material change in the nature of business of subsidiaries. The Company does not have any Associate company or Joint Venture.

All the subsidiaries except Ajanta Pharma Nigeria Limited have contributed positively in the growth and profitability of the Company. Financials of subsidiaries are included in the consolidated financial statements, which forms part of this Annual Report. Statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Companies Act, 2013 ("Act") read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, is annexed as "Annexure A" to this Report in the Form AOC-1.

During the year, Company's step-down subsidiary, Ajanta Pharma Mauritius (International) Limited has applied for de-registration as part of reorganising the business operations in Mauritius due to rationalisation of tax structure.

Audited Financial Statements of Company's subsidiaries are available on Company's website at www.ajantapharma.com and the same are available for inspection at the Registered Office of the Company. The same will also be made available to interested members upon getting request.

Company's "Policy on Material Subsidiaries" can be accessed at http://www. ajantapharma.com/AdminData/PolicyCodes/ PolicyonMaterialSubsidiaries2019.pdf 5 6

5. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Annual Audited Consolidated Financial Statements for the financial year ended 31 March 2021, together with Report of Auditors' thereon, forms part of this annual report.

6. share capital

6.1. Buy-back of shares

During the year, the Company bought back 7,35,000 (Seven lakhs thirty-five thousand only) fully paid-up equity shares of the face value of Rs.2/- each, representing 0.84% of the total number of equity shares in the subscribed and paid-up equity share capital of the Company, from the existing shareholders / beneficial owners of equity shares of the Company on a proportionate basis, through "Tender Offer" route at a price of ' 1,850/- (Rupees One thousand eight hundred and fifty only) per equity share for an aggregate amount of ' 135.98 cr. only.

Post Buyback, the paid-up share capital has reduced from 8,72,66,770 to 8,65,31,770 equity shares of Rs.2/- each. Shareholding pattern post buyback is given in the Corporate Governance Report.

6.2. Employee Stock Option Scheme

The Company has Employee Stock Option Scheme, 2011 ("ESOS 2011") and Ajanta Pharma Share Based Incentive Plan 2019 ("SBIP 2019") that helps the Company to retain and attract the right talent. The Nomination and Remuneration Committee ("NRC") administers the ESOP schemes.

During the year, 5,500 shares were issued against the options exercised and 3,000 new options were granted under the SBIP 2019. Disclosures with regard to Employees' Stock Options Scheme are put up on the Company's website and can be accessed at http://www.aiantapharma.com/ Annual Reports.aspx

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

7.1. Retirement by rotation

Mr. Madhusudan B. Agrawal & Mr. Rajesh M. Agrawal, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Resolution seeking continuation of directorship of Mr. Mannalal B. Agrawal beyond 75 years of age is also submitted for Member's approval. The Board recommends their re-appointment/continuation.

7.2. independent Directors

All the Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Rules made there under and under the Listing Regulations. They have registered their names in the Independent Directors data-base. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act.

Based on disclosures provided by them, none of them are disqualified from being appointed as Director under Section 164 of the Act and are independent from the management.

7.3. Policies on appointment and remuneration of Directors

The Company has laid down "Policy for determining qualifications of directors" and "Policy for remuneration of Directors" as approved by the NRC of the Board of Directors.

The policies are available at:

• http://www.aiantapharma.com/AdminData/PolicvCodes/ Policy for determining qualifications of Directors.pdf

• http://www.aiantapharma.com/AdminData/PolicyCodes/ Policyforremuneration2018.pdf The Policy for determining qualifications of Directors sets out guiding principles for selection of persons who are qualified to become Directors/ Independent Directors.

The objective of the Policy for remuneration of Directors is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel ("KMP") and Senior Management employees. The same are briefly mentioned in Corporate Governance Report, which forms integral part of this report.

7.4. Key Managerial Personnel

Mr. Yogesh M. Agrawal, Managing Director; Mr. Rajesh M. Agrawal, Joint Managing Director; Mr. Arvind K. Agrawal, Chief Financial Officer and Mr. Gaurang Shah, Company Secretary are the KMP of the Company as on the date of this report.

7.5. Board and Directors' evaluation

As per provisions of the Act and Regulation 17(10) of the Listing Regulations, the evaluation process for the performance of the Board, its committees and individual Directors was carried in accordance with the manner specified by Board of Directors, as suggested by the NRC. The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.

A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and discussion with each Director.

Manner of evaluation of Board of Directors performance and matters incidental thereto, are detailed in the Report on Corporate Governance, which forms part of this report.

8. BOARD MEETINGS

During the year, 4 Board meetings were held through video-conferencing due to on-going threat of COVID-19 as well as exemptions provided by Ministry of Corporate Affairs and SEBI. Details of the meetings are given in the Report on Corporate Governance.

9. BOARD COMMITTEES

The Board currently has six committees, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee and Executive Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

A detailed update on the committees, its composition, number of Committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

10. RELATED PARTY TRANSACTIONS AND POLICY

All the Related Party transactions ("RPTs") entered into during the financial year were on an arm's length basis and in the ordinary course of business and in accordance with the Company's Policy on Related Party Transactions.

Pursuant to Regulation 23(3) of the Listing Regulations and Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee granted omnibus approval to the transactions likely to be entered into by the Company with related parties during the year and are of repetitive nature. The Audit Committee also reviewed all RPTs on quarterly basis. All the RPTs affected during the year are disclosed in the notes to Financial Statements.

There were no materially significant RPTs which could have potential conflict with interest of the Company at large.

During the year, the Company had not entered into any transactions with related parties (save and except transaction with company's subsidiaries), which could be considered as material in accordance with the Company's Policy on materiality of RPT or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

11. CORPORATE SOCIAL RESPONSIBILITY

During the year, Company continued Corporate Social Responsibility ("CSR") program through various initiatives in the fields of COVID related assistance, Education, Community Welfare, Healthcare and Promoting Sports.

Company contributed significantly for supporting fight against COVID-19 by contributing Rs.2 cr. to Prime Minister CARES Fund and donating ventilators, thermal thermometers, oximeters, sanitisers and protective gears to various government organisations and amongst the needy. It also distributed food grains and food packets to migrant labourers and daily wage earners across different locations as also in slums. Medicines were also provided free of cost to the needy patients. The Company has received Letter of Appreciation from the Governor of Maharashtra, for the wholehearted support to the government and citizens in tackling the numerous challenges posed by the COVID-19 pandemic situation.

The CSR Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. CSR policy and CSR activities undertaken during the year in accordance with Section 134 & 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed to this report as "Annexure B".

12. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook, major events occurred during the year as well as state of company's affairs is given in the Management Discussion and Analysis, which forms part of this report.

13. REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance together with certificate from the Practicing Company Secretaries regarding compliance of conditions of Report on Corporate Governance, is annexed and forms an integral part of this report.

14. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report ("BRR") for FY 2021, forms part of the Annual Report and the same has been hosted on the Company's website, which can be accessed at http://www.aiantapharma.com/ AnnualReports.aspx. Any Member interested in obtaining a copy of BRR may write to the Company Secretary.

15. CREDIT RATING

The Company's bank facilities are rated by Credit Analysis and Research Limited ("CARE"). They have assigned rating Care A1+ for working capital facilities and Care AA for long term borrowings, which reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31 March 2021 is available on the Company's website at http://www.aiantapharma.com/AnnualReports.aspx.

17. AUDITORS AND AUDIT REPORTS

17.1.Statutory Auditors

At the 38th Annual General Meeting held on 5 July 2017, the shareholders had approved appointment of B S R & Co. LLP, Chartered Accountants (ICAI Firm's Registration No. 101248W/W- 100022) as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 38th Annual General Meeting until the conclusion of 43rd Annual General Meeting. Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI, in pursuance of the Listing Regulations. The Auditors attend the Annual General meeting of the Company.

Auditor's Report for the year under review forms part of this annual report. It does not contain any qualifications, reservations or adverse remarks.

17.2.internal Auditors

M/s. Ernst & Young LLP conducted internal audit of important centralised functions. For other locations, viz. factories, C&F agents and warehouses, other Chartered accounting firms having requisite expertise and resources are appointed as internal auditors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

17.3.Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, Board had appointed M/s. Alwyn D'souza & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

Secretarial Audit Report is annexed to this report as "Annexure C". There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report.

17.4.Cost Auditors

The Company maintains cost accounts and records as per the provisions of Section 148(1) of the Act and the same are audited by the Cost Auditors. Cost Audit Report for FY 2020 has been filed with the Ministry of Corporate Affairs on 19 August 2020.

Board has appointed M/s. Sevekari, Khare & Associates, Practicing Cost Accountants to audit the cost records of the Company for FY 2022. The remuneration is subiect to ratification by shareholders at the ensuing Annual General Meeting. Accordingly, resolution seeking members' ratification of their remuneration, forms part of the Notice convening the 42nd Annual General Meeting. Board recommends the same for approval of members.

During the year under review, the statutory auditors, internal auditors, secretarial auditors and cost auditors have not reported any instances of fraud committed in the Company by its officers or employees.

18. ANNUAL SECRETARIAL COMPLIANCE REPORT

M/s. Alwyn D'Souza & Co., Practicing Company Secretaries, have issued Secretarial Compliance Report for the year ended 31 March 2021 confirming compliance of SEBI Regulations/guidelines/circulars issued thereunder and applicable to the Company. There are no observations or adverse remarks in their reports.

19. INTERNAL CONTROL SYSTEM, RISK MANAGEMENT AND COMPLIANCE FRAMEWORK

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The Internal Financial Controls ("IFCs") are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The current system of IFCs is aligned with the requirement of the Act and is in line with globally accepted risk-based framework as issued by the Committee of Sponsoring Organisations.

The Company also has Risk Management framework in place which defines roles and responsibilities at various levels of the risk management process.

Board has set up Risk Management Committee ("RMC") as per details set out in the Report on Corporate Governance. Audit Committee and RMC reviews key risk elements of the Company's business, finance, operations & compliance and its mitigation strategies. RMC reviews key strategic, business, compliance and operational risks; whereas issues around ethics and fraud, internal control over financial reporting, process risks and their mitigation, are reviewed by the Audit Committee. Risk Management system followed by the Company is detailed in the Management Discussion and Analysis report and in the Notes of Accounts.

20. vigil mechanism / whistle blower policy

Company has zero tolerance policy for any form of unethical behaviour. In accordance with Section 177(9) of the Act, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, Company has formulated vigil mechanism viz., Whistle Blower Policy to encourage the company employees who have knowledge of actual or suspected violation, malpractices, corruption, fraud or unethical conduct, leak of unpublished price sensitive information. The employees can come forward and express their legitimate concerns to the Audit Committee Chairman without any fear of reprimand, victimisation or unfair treatment.

It is posted on the intranet and website of your Company and the same is available at http://www.ajanta.pharma.com / Admin Data / Policy Codes / WhistleBlowerPolicy2019.pdf

The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/directors till date.

21. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were 7,035 permanent employees of the Company as of 31 March 2021. The information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as "Annexure D".

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report pursuant to proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office address of the Company.

22. LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, pursuant to provisions of Section 186 of the Act & Rules framed thereunder and Schedule V of the Listing Regulations, are given in Notes to Financial Statements.

23. directors' responsibility statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31 March 2021, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected 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 ended 31 March 2021 and of the profit of the Company for the period;

c. that proper and sufficient care has been taken 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. that the annual accounts / financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134 of the Act read with Companies (Accounts) Rules, 2014, Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in "Annexure E" to this report.

25. UNCLAIMED DIVIDEND / SHARES

In pursuance of Regulation 39 read with Schedule VI of the Listing Regulations, the details of shares lying in unclaimed suspense account and unclaimed shares / dividend transferred to Investor Education and Protection Fund, are provided in the Report on Corporate Governance.

26. SECRETARIAL STANDARDS

During FY 2021, the Company has complied with all applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

27. HUMAN RESOURCE, HEALTH & SAFETY

Company believes that Human resources are invaluable assets and employees are pivotal to all the initiatives that drive to realise its plans.

Ajantaites have uncompromising commitment and ensure that despite challenges, medicines manufactured by the Company were available across the world. Company takes pride in its human capital, which comprises people from diverse backgrounds and cultures. The organisation's achievements are an outcome of efforts, dedication and conviction demonstrated by its people.

Company maintains highest standards of health and safety in all the plants.

28. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. Company has formulated Policy on prevention, prohibition and redressal of sexual harassment of women at workplaces in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Company has been imparting training programmes on periodic basis to familiarise women employees about the policy. Policy is available on intranet of the Company. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the Internal Complaints Committees (ICC), whilst dealing with issues related to sexual harassment at the work place.

The Company has set up ICC at all the locations where there are more than 10 women employees, to address the complaints regarding sexual harassment. Company has not received any complaints during the year.

29. OTHER DISCLOSURES

No disclosure or reporting is made with respect to the following items, as there were no such transactions during the year under review:

• Details relating to deposits accepted by the Company;

• The issue of equity shares with differential rights as to dividend, voting or otherwise;

• Provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

• Remuneration or commission received by Managing Director from subsidiaries;

• Revision in the financial statements;

• Change in the nature of company's business;

• Transfer of any amount to reserves during the year under review;

• There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report.

30. GRATITUDE & ACKNOWLEDGEMENTS

Your Directors place on record, their sincere appreciation for the commitment, dedication and hard work put in by each and every Ajantaite during the testing times. The Directors also wish to express their gratitude to investors for the confidence and faith that they continued to repose in the Company. They also acknowledge the guidance, whole-hearted support, encouragement and co-operation received by it from various departments of the Governments & other statutory bodies, financial institutions, banks, distributors, suppliers, business associates, analysts, medical professionals and customers.