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Par Drugs & Chemicals Ltd.

Directors Report

NSE: PARBE ISIN: INE04LG01015INDUSTRY: Pharmaceuticals

NSE   Rs 116.60   Open: 116.60   Today's Range 116.60
116.60
+5.55 (+ 4.76 %) Prev Close: 111.05 52 Week Range 81.01
348.45
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 143.47 Cr. P/BV 1.48 Book Value (Rs.) 78.64
52 Week High/Low (Rs.) 348/81 FV/ML 10/1 P/E(X) 10.74
Bookclosure 21/09/2024 EPS (Rs.) 10.86 Div Yield (%) 0.00
Year End :2024-03 

Your Directors have immense pleasure in presenting the Twenty Fifth (25th) Annual Report on the business and operations of the Company together with the Audited Financial Statements of your Company for the financial Year ended March 31st, 2024.

The Director Report is prepared based on the standalone financial statements of the company and the Report on the performance and financial position of the Company.

1. FINANCIAL RESULTS:

(Amount in Lakhs except EPS)

Particulars

For the Year ended

For the Year ended

31st March, 2024

31st March, 2023

Revenue from Operations

9,564.04

9,574.88

Other Income

24.23

23.83

Total Income

9,588.27

9,598.71

Less: Total Expenses (excluding Depreciation)

7293.00

7,767.47

Profit Before Depreciation &Tax

2,295.27

1,831.24

Less: Depreciation

343.61

323.32

Profit before extraordinary items and tax

1,951.66

1,507.92

Less: Extraordinary Items

0.00

0.00

Profit before tax

1,951.66

1,507.92

Less:(i) Current Tax

497.56

379.51

(ii)Deferred Tax

4.00

-5.00

Net Profit/(Loss) For The Year

1,450.10

1,133.41

EPS (Basic)

11.78

9.21

EPS (Diluted)

11.78

9.21

2. Performance Review

1. The Company is engaged in the Manufacturing business of Active Pharma Ingredients ("APIs"), and Fine Chemicals. Our product portfolio presently comprises 15 APIs and 10 Fine Chemical which are marketed domestically and exported.

2. The highlights of the Company's performance are as under:-

? Revenue from operations is decreased to ? 9,564.04/- Lakhs during the current year compared to previous year of ? 9,574.88/-Lakhs i.e. the decrease in the current year is approx 10.84 Lakh

? Although revenue slightly reduce, the Net Profit after tax for the current year increased to ? 1,450.10/- Lakhs compared to the previous year of ? 1,133.41/- Lakhs i.e. variation in the current year is approx 27.94%

? The earning per share has been increased from ? 9.21 to 11.78 as compared to previous year i.e. various in the current year is approx. 27.90%.

? For Fiscal 2024, our domestic and international operations accounted for approx. 75.65% and 24.35 %, respectively, of our total sales.

? There are four Manufacturing Blocks at Bhavnagar which are for different products having a capacity of approx 9,700 MTPA. Block 1 - APIs, Block 2 - Magnesium Hydroxide, Block 3 - Fine Chemicals and Block 4 - APIs/ Fine Chemicals.

The Company is making all out efforts for presenting better & better results. The Company is also redefining its marketing strategies so as to capture increased market share. Looking to the volatile market conditions, the Company management needs to be much alert all the times to have better business prospects and profitability.

3. MARKET PRICE DATA:

Our Company listed on NSE Main Board Platform having Symbol -"PAR", ISIN: INE04LG01015. The following table shows High, Low during the respective month and number of equity shares traded during each month in the FY 2023-24 on NSE*;

Months

Series**

Average of Open

Month's High Price

Month's Low Price

Average of Previous Close

Month's total No. of Trades

Month's

Total

Volume

April-2023

EQ

156.09

188.95

133.55

154.26

8769

286109

May-2023

EQ

186.31

222.45

161.60

185.15

21258

870971

June-2023

EQ

211.49

228.40

199.00

209.25

24188

585189

June-2023

BE

208.56

217.00

201.00

209.58

1105

72615

July-2023

BE

200.70

213.00

185.60

199.82

3291

214114

August-2023

BE

188.01

197.00

178.00

187.83

2859

227006

September-2023

EQ

208.00

228.15

191.35

200.87

4795

201319

September-2023

BE

187.18

192.75

180.00

186.17

2134

91867

October-2023

EQ

205.95

224.55

190.50

204.17

10094

311331

November-2023

EQ

227.80

248.00

210.00

225.48

26148

749251

December-2023

EQ

220.44

235.10

206.35

218.58

12339

412693

January-2024

EQ

213.60

223.85

193.90

210.37

12293

482802

February-2024

EQ

210.24

235.00

190.15

208.36

17373

665405

March-2024

EQ

209.46

219.50

200.00

207.83

9480

588405

During 2023-24

-

202.41

248.00

133.55

200.55

156126

5759077

*Source: Historical data available on www.nseindia.com

**EQ - This series allows trading in Intra-day transactions for equity permissible, normal trading is done in this category. BE - This series does not allow trading in Intra-day transactions Shares falling in the Trade for Trade

4. CHANGE IN THE BUSINESS OF THE COMPANY:

Company is engaged in manufacturing business of Active Pharma Ingredients ("APIs") and Fine Chemicals and there is no change in the nature of business of the company occurred during the year.

5. DIVIDEND:

Your directors don't recommend any Interim and final dividend for the year under review.

6. TRANSFER TO RESERVE:

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

Further, there are no changes in Capital Reserve. During the year an amount of ? 1,450.10/- Lakhs transferred to the Surplus in the Statement of Profit & Loss whereas an amount of ? -10.73 /- Lakhs utilized for income tax adjustment of earlier year.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no any material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The management finds that the Verification of FinancialAccounting&Documents,GSTCompliances, Stores, Factory Gate, Statutory Payments, Statutory Returns, Pending Claims are satisfactory and nature and in Physical Verification of Inventories & Capital Assets need some improvement.

The records of the inventories has been started maintaining in the newly implemented 'Infinity Software'. As stated in the earlier report, the company is engaged in bulk drug production and the consumption of the raw materials are not 100% standardize in nature. So, we recommended replacing the manual system by implementing the computerized system so that the movement of the

inventories access at each level and its reports on day to day basis.

The company has started the process to move to the system called as 'infinity' but the comprised system is still under the going stage. Considering that, it is recommended herewith to complete the computerized system. Accordingly, physical Verification of Inventories and movement of each items needs to be improved to the stage of in-built system.

On recommendation, the company has started the process to move to the system called as 'infinity' but the comprised system is still under the going stage. Considering that, it is recommended herewith to complete the computerized system. Accordingly, physical Verification of Inventories and movement of each items needs to be improved to the stage of in-built system.

The physical verification of the work in progress of the office building as on the end of the year and the plant & machinery installed during the year are not possible to do as the work in the unit is still going on. There are numbers of items replaced and added during the last two years. Therefore, it is recommended to do the physical verification of all the assets on completing all installations at the Bhavnagar Unit.

The management also finds that the long term pending outstanding & receivables of exports and local dues needs to be followed up urgently and it is recommended to settle the same.

Further, the Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Management of the Company and internal auditor checks and verifies the internal control and monitors them in accordance with.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

As there are no any significant and material orders were passed by any regulators and/or courts and tribunals during the year under review which may have the impact on the going concern status and company's operations in future.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

11. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review.

12. AUDITORS & AUDITORS' REPORT:

Statutory Auditors:

It is recommended to appoint M/s. Sarupria Somani & Associates, Chartered Accountants (Firm Registration No.: 010674C), having valid Peer Review certificate, as the Statutory Auditors of the company from the conclusion of the 25th Annual General Meeting till the conclusion of the 26th Annual General Meeting of the Company to be held for the F.Y. 2024-25 at an annual remuneration / fees of ? 2,25,000/- (Rupees Two Lakh Twenty Five Thousand only) plus out of pocket expenses and taxes as applicable from time to time with the power to the Board/Audit Committee to alter and vary the terms and conditions of appointment, revision including upward revision in the remuneration during the remaining tenure. As required under the provisions of Section 139 of the Companies Act, 2013, company has obtained confirmation from M/s. Sarupria Somani & Associates, Chartered Accountants (Firm Registration No.: 010674C), that their appointment, if made, would be in conformity with the limits specified in the said Section.

Board's comment on the Auditors' Report:

Audit report to the Shareholders does not contain any qualification, reservation or adverse remarks. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013, Board of Directors had appointed M/s. DG Patel & Associates, Practicing Company Secretaries (C.P. No.: 13774) as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24.

Secretarial Auditor's Report:

Secretarial Audit report to the Shareholders contains following qualification, reservation or adverse remarks:

1. There was a delay of 2 days in submission of

Financial Results for the Quarter and nine months ended on 31st December, 2023 to the National Stock Exchange as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Financial results for said Quarter and Nine months were submitted to stock exchange (NSE) on 16th February, 2024 i.e. by delay of 2 (Two) days. However, company had paid fine for the same imposed by the National Stock Exchange.

Directors' comments on above mentioned qualification point wise:

1. Company had not complied with the Regulation 33 of SEBI LODR Regulations, 2015 w.r.t. submission of Unaudited Standalone Financial Results due to personal reason and preoccupation of work of Statutory Auditor, Statutory Auditor was not able to review Unaudited Standalone Financial Results of the Company for quarter and nine months ended on 31st December, 2023 within due date and hence company rescheduled its Board Meeting on 16th February, 2024 and therefore delay of 2 days occurred in submission of results.

For the same, company had paid ? 10,000/- plus GST fine amount to NSE on 16th March, 2024.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as Annexure - I to this report.

Internal Auditor:

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

During the year under review, M/s Siddhpura & Co., Chartered Accountants was appointed as Internal Auditors to conduct internal audit as per agreed scope of works pursuant to the provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

13. DETAILS OF FRAUD REPORTING BY AUDITOR:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud.

14. MAINTENANCE OF COST RECORDS & COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. Requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

15.1 Composition of Board of Directors:

The Board of Directors of Company is a balanced one with an optimum mix of Executive and Non Executive Directors. The Board of the Company is headed by an Executive Chairman.

As on 31st March, 2024, the Board of Company consists of following Directors:

Sr.

No.

Name of Director & DIN

Category

Age in Years

No. of

Directorship in other companies

No. of membership &Chairmanship of committees in other Public Limited Company

1.

Mr. Falgun Vallabhbhai Savani DIN:00198236

Chairman and Managing Director (Promoter)

49

NIL

NIL

2.

Mr. Jignesh Vallabhbhai Savani DIN:00198203

Executive Director & CEO (Promoter)

46

NIL

NIL

3.

Mr. Ghanshayambhai Bhagvanbhai Savani DIN: 03055941

Whole Time Director (Promoter Group)

54

NIL

NIL

4.

Mrs. Nayna Jignesh Savani DIN: 00198189

Non- Executive Director (Promoter Group)

45

NIL

NIL

5.

Mr. Pravin Manjibhai Bhayani DIN:08332851

Non- Executive Independent Director

52

NIL

NIL

6.

Mrs. Krishna Mitulbhai Shah DIN: 08317678

Non- Executive Independent Director

45

NIL

NIL

7.

Mrs. Kajal Chintanbhai Vaghani DIN:08317641

Non- Executive Independent Director

44

NIL

NIL

8.

Mrs. Bintal Bhaveshkumar Shah DIN: 08893054

Non- Executive Independent Director

48

NIL

NIL

Notes:

(i) Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders' Relationships Committee in Indian Public Limited companies other than Par Drugs And Chemicals Limited. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees.

(ii) None of the directors are related to each other except Mr. Falgun Vallabhbhai Savani, Mr. Jignesh Vallabhbhai Savani, Mrs. Nayna Jignesh Savani, Mr. Ghanshayambhai Bhagvanbhai Savani, are related to each other.

(iii) Details of Director(s) retiring or being reappointed are given in notice to Annual General Meeting.

(iv) Brief profiles of each of the above Directors are given in the beginning of the report.

15.2 Key Managerial Personnel (KMP):

As on 31st March, 2024, Mr. Falgun Vallabhbhai

Savani, Chairman & Managing Director; Mr.

Ghanshayambhai Bhagvanbhai Savani, Whole-time

Director; Mr. Jignesh Vallabhbhai Savani, Chief

Executive Officer; Mr. Chintan Pratapbhai Chauhan, Chief Financial Officer and Mr. Sanket Bhupendrabhai Trivedi, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. There is no change in Key Managerial Personnel during the year under review.

15.3 Directors retiring by rotation and seeking appointment/re-appointment:

In terms of section 152 of the Companies Act, 2013, Mr. Ghanshayambhai Bhagvanbhai Savani, Whole-time Director (DIN: 03055941), who retires by rotation and being eligible offers himself for reappointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Mr. Jignesh Vallabhbhai Savani, Director & CEO (DIN: 00198203) who retired by rotation reappointed in the 24th Annual General Meeting of the company held on 16th September, 2023.

Mr. Falgun V. Savani Chairman & Managing Director (DIN:00198236) who retired by rotation re-appointed in the 23rd Annual General Meeting of the company held on 10th September, 2022.

Term of Mr. Falgun Vallabhbhai Savani (DIN: 00198236) as Chairman & Managing Director ended on 25th Day of November, 2023. He was re-appointed as Chairman & Managing Director for further period of 5 years from 26th Day of November, 2023 to 25th Day of November, 2028 in the 24th Annual General Meeting of the company held on 16th September, 2023.

Term of Mr. Ghanshayambhai Bhagvanbhai Savani (DIN: 03055941) as Whole-time Director ended on 25th Day of November, 2023. He was re-appointed as Whole-time Director for further period of 5 years from 26th Day of November, 2023 to 25th Day of November, 2028 in the 24th Annual General Meeting of the company held on 16th September, 2023.

Term of Mr. Jignesh Vallabhbhai Savani (DIN: 00198203) as CEO ended on 25th Day of November, 2023. He was re-appointed as CEO for further period of 5 years from 26th Day of November, 2023 to 25th Day of November, 2028 in the 24th Annual General Meeting of the company held on 16th September, 2023.

Term of Mr. Pravin Manjibhai Bhayani (DIN: 08332851) as an Independent Director of the Company ended on 16th Day of January, 2024. He was re-appointed as an Independent Director for

a second term of Five consecutive years w.e.f. 17th January, 2024 to 16th January, 2029 in the 24th Annual General Meeting of the company held on 16th September, 2023.

Term of Mrs. Krishna Mitulbhai Shah (DIN: 08317678) as an Independent Director of the Company ended on 16th Day of January, 2024. She was re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17th January, 2024 to 16th January, 2029 in the 24th Annual General Meeting of the company held on 16th September, 2023.

Term of Mrs. Kajal Chintanbhai Vaghani (DIN: 08317641) as an Independent Director of the Company ended on 16th Day of January, 2024. She was re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17th January, 2024 to 16th January, 2029 in the 24th Annual General Meeting of the company held on 16th September, 2023.

16 Meetings of Board of Directors:

Details of the Board Meetings held during the Financial Year ended 31st March, 2024 are as under. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Meeting No.

Date of Board Meeting

Total no. of Directors

No. of Directors present

1/2023-24

27-04-2023

8

8

2/2023-24

03-08-2023

8

8

3/2023-24

17-08-2023

8

8

4/2023-24

28-10-2023

8

7

5/2023-24

16-02-2024

8

7

6/2023-24

07-03-2024

8

7

The names of members of the Board and their attendance at the Board Meetings are as under:

Name of the Directors

Number of Meetings which Director was entitled to attend

Number of Board Meetings attended during the F.Y. 2023-24

Mr. Falgun Vallabhbhai Savani

6

6

Mr. Jignesh Vallabhbhai Savani

6

6

Mr. Ghanshayambhai Bhagvanbhai Savani

6

6

Mrs. Nayna Jignesh Savani

6

6

Mrs. Krishna Mitulbhai Shah

6

6

Mrs. Kajal Chintanbhai Vaghani

6

5

Mr. Pravin Manjibhai Bhayani

6

6

Mrs. Bintal Bhaveshkumar Shah

6

4

16.1 Board Committees and their Meetings:

1. Audit Committee:

The Audit Committee comprises of four members with three Independent Directors and one Executive Director as on 31st March, 2024.

The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

Name of Member

Category

Status

No. of meeting attended/ held

Mr. Pravin Manjibhai Bhayani

Non-Executive & Independent Director

Chairman

6/6

Mrs. Kajal Chintanbhai Vaghani

Non-Executive & Independent Director

Member

3/6

Mr. Falgun Vallabhbhai Savani

Chairman & Managing Director

Member

6/6

Mrs. Krishna Mitulbhai Shah

Non-Executive & Independent Director

Member

6/6

Meeting No.

Date of Audit Committee Meeting

Total no. of Member

No. of Member present

1/AC/2023-24

27-04-2023

4

4

2/AC/2023-24

03-08-2023

4

3

3/AC/2023-24

16-08-2023

4

3

4/AC/2023-24

28-10-2023

4

4

5/AC/2023-24

16-02-2024

4

3

6/AC/2023-24

07-03-2024

4

4

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three members with two Independent Directors and one Non-executive Director as on 31st March, 2024.

The Committee met two times during the year on August 16, 2023 and February 16, 2024. The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

Name of Member

Category

Status

No. of meeting attended/ held

Mr. Pravin Manjibhai Bhayani

Non-Executive & Independent Director

Chairman

2/2

Mrs. Krishna Mitulbhai Shah

Non-Executive & Independent Director

Member

2/2

Mrs. Nayna J. Savani

Non-Executive Director

Member

2/2

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

3. Stakeholder's Relationship Committee:

Company has constituted a Stakeholders Relationship Committee to redress complaints of the shareholders. The Stakeholder's Relationship Committee comprises of three members with two Independent Directors and one Executive Director as on 31st March, 2024.

The Committee met on August 16, 2023. The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

Name of Member

Category

Status

No. of meeting attended/ held

Mr. Pravin Manjibhai Bhayani

Non-Executive & Independent Director

Chairman

1/1

Mrs. Krishna Mitulbhai Shah

Non-Executive & Independent Director

Member

1/1

Mr. Jignesh V. Savani

Executive Director & CEO

Member

1/1

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

4. CSR Committee:

The board of directors have formulated the CSR Committee on January 23, 2020 in order to take corporate initiative to assess and take responsibility for the company's effects on the environment and impact on social welfare.

The CSR Committee comprises of three members with two Independent Directors and one Non-executive Director as on March 31, 2024.

The Committee met two times during the year i.e. on August 16, 2023 and February 16, 2024. The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

Name of Member

Category

Status

No. of meeting attended/ held

Mr. Pravin Manjibhai Bhayani

Non-Executive & Independent Director

Chairman

2/2

Mrs. Krishna Mitulbhai Shah

Non-Executive & Independent Director

Member

2/2

Mrs. Nayna J. Savani

Non-Executive Director

Member

2/2

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

5. Independent Director Meeting:

One Meeting of Independent Directors held on 29/03/2024 during the year under review and attendance for meetings held during the year is set out below:

Name of Member

Category

Status

No. of meeting attended/ held

Mr. Pravin Manjibhai Bhayani

Non-Executive & Independent Director

Chairman

1/1

Mrs. Krishna Mitulbhai Shah

Non-Executive & Independent Director

Member

1/1

Mrs. Kajal Chintanbhai Vaghani

Non-Executive & Independent Director

Member

0/1

Mrs. Bintal Bhaveshkumar Shah

Non-Executive & Independent Director

Member

1/1

17

Details of Remuneration paid to Directors/KMPs:

Name of Director/KMP

Designation

Remuneration / Sitting Fees* p.a. (in Lakhs)

Mr. Falgun Vallabhbhai Savani

Chairman & Managing Director

51.50

0.60*

Mr. Jignesh Vallabhbhai Savani

CEO and Executive Director

51.50

0.35*

Mr. Ghanshayambhai Bhagvanbhai Savani

Whole-time Director

51.50

0.30*

Mrs. Nayna Jignesh Savani

Non- Executive Director

0.50*

Mrs. Krishna Mitulbhai Shah

Non- Executive Independent Director

0.90*

Mrs. Kajal Chintanbhai Vaghani

Non- Executive Independent Director

0.40*

Mr. Pravin Manjibhai Bhayani

Non- Executive Independent Director

12.00

0.90*

Mrs. Bintal Bhaveshkumar Shah

Non- Executive Independent Director

0.25*

Mr. Sanket Bhupendrabhai Trivedi

Company Secretary & Compliance Officer

6.63

Mr. Chintan Pratapbhai Chauhan

Chief Financial Officer (CFO)

5.89

*Sitting Fees

18 Policy on appointment and remuneration to Directors, KMP & Senior Management Personnel:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the company at http://pardrugs.com/pdf/ policies/Nomination%20and%20Remuneration%20 Policy%20-%20PAR.pdf

19 Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company at http://pardrugs.com/pdf/policies/ Code%20of%20Director%20&%20Senior%20 Management%20Personnel%20-%20PAR.pdf .

20 Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor and report trading in Company's securities by persons having access to unpublished price sensitive information of the Company. The Company Secretary is the Compliance Officer for the purpose of this code.

21 Familiarization Programme for Independent Director:

The Independent Directors are very enthusiastic to get involved in the activity of the Company and

on continuous basis they are in constant touch with the executive directors of the Company and also they have taken part in the activity like to visit Company's plants, where plant heads appraise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme is available on the website of the company at http://pardrugs.com/familiraisation-programme.php

22. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its all committees.

23. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Pursuant to Ministry of Corporate Affairs Notification, dated October 22, 2019 all the Independent Directors of the Company have already registered themselves on IICA and also they have successfully qualified online proficiency for Independent Director's Data bank from Indian Institute of Corporate Affairs as on date this report.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013:

During the reporting period, your Company has not granted any loans, guarantees or made investments or provided securities in violation of Section 186 of the Companies Act, 2013 and rules thereof. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this annual report.

25. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2023, on its website at www.pardrugs.com/annual-reports. php The Company will also place annual return in Form No MGT-7 for FY 2023-24 on completion of ensuing annual general meeting of shareholders of the Company.

26. SHARE CAPITAL:

Authorized Share Capital:

The authorized share capital of the Company is ? 12,50,00,000/- divided into 1,25,00,000 Equity Shares

Paid up Share Capital:

At present, paid-up equity share capital is ? 12,30,46,360/- consisting of 12304636 equity shares of ? 10/- each.

Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees during the year under review.

27. DEMATERIALISATION OF SHARES:

100% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2024.

28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties under Section 188 of the Companies Act, 2013 during the year under review are given in Form AOC-2 attached with this report as Annexure - II. Further, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 30 to the Balance Sheet as on 31st March, 2024.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board and has been uploaded on the website of the Company at https://www.pardrugs.com/pdf/ policies/Policv%20on%20Related%20Party%20 Tranactions%20-%20PAR.pdf .

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy & Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the company during the year under review is annexed hereto as Annexure-III and forms part of this report.

B. Foreign Exchange earnings and Outgo:

Foreign Earnings: ? 23,28,94,069/-Foreign Outgo: ? 4,66,29,796/-

30. PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company were in receipt of remuneration exceeding ? 1,02,00,000/- p.a., if employed throughout the year or ? 8,50,000/- p.m. if employed for part of the year. Further, statement containing particulars of employees under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each director to the median remuneration of the employees and percentage increase in remuneration of each Director, CEO, CFO and CS of the Company for the financial year 2023-24:

Name

Designation

% increase/ (decrease) in remuneration in the FY 2023-24

Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

SHRI FALGUN VALLABHBHAI SAVANI

Chairman & Managing Director

0.00

27.32:1

SHRI JIGNESH VALLABHBHAI SAVANI

Executive Director & Chief Executive Officer

0.00

27.32:1

SHRI GHANSHAYAMBHAI BHAGVANBHAI SAVANI

Whole-time Director

0.00

27.32:1

SMT. NAYNA JIGNESH SAVANI

Non-Executive Director *

11.11

0.27:1

SHRI PRAVIN MANJIBHAI BHAYANI

Independent Director**

1500.00

6.37:1

SMT. KRISHNA MITULBHAI SHAH

Independent Director*

20.00

0.48:1

SMT. KAJAL CHINTANBHAI VAGHANI

Independent Director*

-11.11

0.21:1

SMT. BINTAL BHAVESHKUMAR SHAH

Independent Director*

0.00

0.13:1

SHRI SANKET BHUPENDRABHAI TRIVEDI

Company Secretary and Compliance Officer

5.24

-

SHRI CHINTAN PRATAPBHAI CHAUHAN

Chief Financial Officer

7.95

-

Note: *Remuneration of the Directors consists only of sitting fees drawn by them.

** Remuneration of the Independent Director compare with previous year sitting fees because the remuneration is approved in the previous AGM by members

***The percentage increase in remuneration is calculated basis the remuneration as per Section 17 of the Income Tax Act, 1961.

2. Median remuneration of employee during the year of the company is ? 1.88 Lakh

3. Percentage increase in the median remuneration of employees in the financial year (Median 2023-24/Median 2022-23): 13.99 %

4. The number of permanent employees on the rolls of company: 122

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:-

a. Average percentage increase in salary of employees other than managerial personnel is 14.52%

b. Average percentage increase in salary of managerial personnel is 0.64%

6. The Company hereby affirm that the remuneration is as per remuneration policy of the Company

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

31. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your company's fundamental approach to risk management includes to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Company has adopted an approach

towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board.

32. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the said Report, which is a part of this report. CSR Policy is available on the Company's website at http://pardrugs.com/pdf/policies/Final_ CSR_POLICY.pdf

33. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.pardrugs.com/pdf/policies/Vigil%20 Mechanism%20Policy%20-%20PAR.pdf

34. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals.

35. CORPORATE GOVERNANCE:

Your company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance SEBI (LODR) Regulations, 2015 are complied with. The Corporate Governance Report with the Auditors' Certificate thereon, and Management Discussion and Analysis Report are attached, and Corporate Governance Report is attached as an Annexure-V. Further Company regularly filed Corporate Governance Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which are available on the website of the Company at http://pardrugs.com/corporate-governance-report.php

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a

policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaint Committee is set up to redress complaints received regularly. There were no complaints received and reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a 'going concern' basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

The company has complied with the applicable Secretarial Standards issued time to time by the Institute of Company Secretaries of India.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Not applicable as no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not applicable.

42. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

 
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