Dear Members,
Your Directors take pleasure in presenting the 41st Annual Report on
the business and operations of the Company together with the Audited Standalone and
Consolidated Financial Statements and the Auditors' Reports thereon for the financial
year ended March 31, 2025.
Financial Results
The highlights of standalone and consolidated Financial Results of the
Company are summarized below:
(Rs. in million)
| Particulars |
Standalone |
Consolidated |
|
FY 2024_25 |
FY 2023_24 |
FY 2024_25 |
FY 2023_24 |
| Revenue from operations |
3,098.55 |
3,596.04 |
5,590.94 |
5,591.68 |
| Other Income |
166.18 |
249.07 |
206.60 |
257.96 |
| Total Income |
3,264.73 |
3,845.11 |
5,797.54 |
5,849.64 |
| Profit / (Loss) before Interest, Tax,
Depreciation & Amortization (EBITDA) |
(69.31) |
141.67 |
(259.12) |
(200.61) |
| Profit / (Loss) before exceptional items and
tax |
(260.57) |
42.06 |
(439.42) |
(345.57) |
| Exceptional items |
- |
- |
359.94 |
360.34 |
| Profit / (Loss) before Tax (PBT) |
(260.57) |
42.06 |
(79.48) |
14.77 |
| Profit / (Loss) after Tax (PAT) |
(152.27) |
35.50 |
(87.19) |
(15.05) |
| Total Comprehensive Income / (loss) for the
year |
(151.74) |
34.91 |
(76.09) |
(18.89) |
Performance Highlights
During the financial year ended March 31, 2025, your Company has earned
revenues from operations of _3,098.55 million as against _3,596.04 million during the
previous financial year. The decline is mainly on account of lower sales of bOPV? and
Easyfive-TT? vaccine to UN agencies.
The Company's consolidated revenues from operations have declined
marginally to _5,590.94 million during the financial year under review as against
_5,591.68 million during the previous financial year. The shortfall in revenues from lower
sales of bOPV? and Easyfive-TT? vaccine was met by recognition of incentive income under
the PLI scheme of Govt. of India, income from advance authorization and grant income from
CEPI grant.
On a standalone basis, the Company has registered negative EBITDA of
_69.31 million during the financial year under review as against positive EBITDA of
_141.67 million during previous financial year. The decline is mainly due to lower sales
and higher manpower cost. The Company has incurred loss before tax of _260.57 million as
against profit of _42.06 million during previous financial year. The Company has incurred
consolidated EBITDA loss of _259.12 million as against loss of _200.61 million during
previous financial year. The increase in EBITDA loss is mainly on account of lower vaccine
sales and higher manpower cost & other operating expenses. The consolidated loss
before exceptional items and tax has also increased to _439.42 million during the
financial year under review as compared to loss of _345.57 million during previous
financial year, mainly due to the reasons as stated above. The consolidated loss before
tax was _79.48 million during Fiscal 2025 against profit before tax of _14.77 million,
after considering exceptional income of _359.94 million from recognition of deferred
revenue from the sale of pharmaceutical formulation brands in 2022. The Company's
consolidated loss after tax and exceptional items for financial year under review has also
increased to _87.19 million as against _15.05 million during previous financial year due
to the above stated reasons.
A detailed discussion on the industry overview, external environment
& economic outlook and the Company's operations for the financial year ended
March 31, 2025 is given in the Management Discussion and Analysis Report forming part of
the Annual Report.
Credit Rating
During the year under review, the Company has neither issued any debt
instruments nor availed any bank facility and has consequently not carried out any credit
rating.
Dividend
In view of the losses incurred during the financial year under review,
the Board of Directors has recommended passing over of dividend on the Equity as well as
Preference Shares of the Company. In compliance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations"), the Company has in place a Dividend Distribution
Policy which endeavours for fairness, consistency and sustainability while distributing
profits to the shareholders. The same may be accessed on the Company's website at the
link: https://www. panaceabiotec.com/en/section/information-repository/policy.
Transfer to Reserves
Owing to losses, the Board of Directors has not proposed any transfer
of profits to reserves during the financial year under review.
Share Capital
There has been no change in the capital structure of the Company during
the financial year under review. The issued, subscribed and paid-up Share Capital of the
Company as on March 31, 2025, remains unchanged at _222.62 million (comprising of _61.25
million equity share capital divided into 61,250,746 Equity Shares of _1 each and _161.37
million preference share capital divided into 16,137,000 Non-Convertible Cumulative
Non-Participating Redeemable Preference Shares of _10 each). Similarly, the authorised
share capital of the Company also remains unchanged at _1,223.37 million (comprising of
125,000,000 Equity Shares of _1 each and 109,837,000 Preference Shares of _10 each).
The Company has neither issued any shares or other convertible
securities, nor any equity share with differential rights / sweat equity shares under Rule
4 & Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014. The Company
has also neither issued any debentures, bonds, non-convertible securities / warrants nor
redeemed any debentures or preference shares, during the year under review.
Significant Events during the year under review / current year
The Company has, from time to time during the year under review and
thereafter, informed its stakeholders about the key developments that took place, by
disseminating necessary information to the stock exchanges and through various other means
of communication.
Some of the key events held during the year under review and thereafter
are mentioned below: i. Development of Novel Tetravalent Dengue Vaccine
"DengiAll?": The Company had collaborated with Indian Council of Medical
Research ("ICMR") in year 2022 for undertaking Phase III clinical trial for
DengiAll?, a single dose live-attenuated tetravalent vaccine against dengue fever in
adults. The Company had successfully manufactured 3 exhibit batches of drug substances
& drug product and the same was released by Central Drug Laboratory (CDL), Kasauli
following which the Drug Controller General of India (DCGI) gave necessary permission to
undertake the Phase III Clinical Trial in India. The Phase III clinical trial for
DengiAll? in adults, was initiated in August 2024. The clinical trial is being conducted
at 20 sites with ~10,335 participants to be enrolled across India out of which ~7,500
subjects have already been enrolled and vaccinated, and the vaccine trial is progressing
well. The vaccine is expected to be launched in financial year 2026-27 after successful
completion of the clinical trial and receipt of necessary regulatory approvals. ii.
Receipt of Letter of Award from UNICEF for supply of bivalent oral polio vaccine (bOPV?):
During the year under review, the Company has received a letter of award from United
Nations Children's Emergency Fund (UNICEF) for supply of 115 million doses of bOPV? worth
~_127 crore, to be delivered in the calendar year 2025. During the current financial year,
the Company has also received an additional Award from UNICEF for supply of 40 million
doses of its bOPV? worth ~_44 Crore in Q3 CY2025. iii. Raising of funds by way of
External Commercial Borrowings: During the year under review, the U.S. International
Development Financial Corporation (DFC) announced its commitment for a long-term loan of
upto US$20 million in order to support the Company in construction and setting-up of
additional vaccine manufacturing facility in India (‘Projects'). This initiative
aims to scale up the production of the Company's hexavalent vaccine EasySix?
addressing the growing demand from U.N. agencies and public health organizations and
refinancing of its existing loans availed from affiliates for the said Project. The
Company and DFC have signed a commitment letter for this financing on September 12, 2024.
The process was delayed due to change in the U.S. Government which has now cleared the
proposal. The legal due-diligence, finalization of financing documents is now in the
process and nearing completion. The transaction is expected to be completed during the
current financial year. iv. Inclusion of EmulsiPan adjuvant in the CEPI Adjuvant Library:
The Company got listed one of its adjuvant products, EmulsiPan in the Coalition for
Epidemic Preparedness Innovations (CEPI) Library of adjuvants to support the scientific
community in advancing vaccine and biotherapeutic development. EmulsiPan is an
oil-in-water emulsion adjuvant and is produced by nano-emulsi_cation of squalene along
with surfactants and bu_ers. It is a ready-to-use sterile emulsion, supplied in a 10 mL
USP Type I glass vial for research purposes. It is designed for storage at 2-8?C and
maintains stability for over 2 years under recommended conditions. EmulsiPan does not
require any licensing fees - ensuring a_ordability and providing open access for vaccine
developers. Research institutes and companies that are looking for adjuvants can now
contact the Company for commercial or research programs. v. Strategic expansion into Baby
Care Products: In addition to the launch of paediatric nutrition products in June 2023,
the Company's wholly-owned subsidiary company, Panacea Biotec Pharma Limited (PBPL)
has launched baby diapers and wipes under the brand name "NikoMom" on January
02, 2025. This new product range falls under the Baby Care category and is aimed at
serving the domestic market. With a strong foundation in science and research, PBPL aims
to offer well-researched, high-quality products that support infant health beyond
vaccination.
Also, PBPL's scientifically formulated oral nutritional supplement
- ChilRun full? has demonstrated considerable success in enhancing childhood growth,
especially among ones at risk of malnutrition, according to the results of a comprehensive
90-day nationwide post-marketing observational study, conducted by PBPL. vi. Settlement of
Dispute with Sano_ Healthcare: In the year 2021, the Company had instituted a suit before
the Hon'ble Delhi High Court seeking to restrain Sano_ Healthcare India Private
Limited ("Sano_") from marketing a fully liquid hexavalent vaccine that would
infringe the Company's patent for its wP-IPV based fully liquid hexavalent vaccine,
EasySix?. The said suit has been disposed off by the Hon'ble Delhi High Court on
September 13, 2024, in favour of the Company.
Under the terms of settlement agreement, Sano_ has inter-alia, agreed
that at present Sano_ would not directly or indirectly commercially launch its fully
liquid hexavalent vaccine Shan6 in India and shall also withdraw the Opposition under
Section 25(2) and Opposition under Section 57(3) against amendment application filed
against Panacea Biotec's Patent IN 272351 on hexavalent vaccine before the Indian
Patent Office. Panacea Biotec has also agreed to forego its claim for damages and
rendition of accounts in the proceedings against Sano_. vii. Settlement of Dispute with
Apotex: The Parties have executed a Settlement Agreement on July 09, 2025, recording full
and final settlement of the disputes forming part of the arbitration among Apotex Inc.,
the Company and its wholly-owned subsidiary, Panacea Biotec Pharma Limited.
Pursuant to the settlement, it has, inter-alia, been agreed among the
Parties that:
• Apotex will pay US$ 2.5 million within 30 days from the date of
Settlement Agreement. This settlement fee has already been received by PBPL as per the
agreed terms;
• Apotex will also pay US$ 2.5 million upon receipt of final USFDA
approval of the ANDA that is the subject of the Collaboration Agreement for Paclitaxel
Protein-Bound Particles for Injectable Suspension (Albumin-Bound)
("Paclitaxel"); • the profit share for the supply by PBPL of Paclitaxel for
Canada will be modified in a way that Apotex shall receive 65% of the Net Profits and PBPL
shall receive balance 35% until such time that Apotex recoups US$ 1.5 million from that
supply, after which the profit share shall revert to 50:50; • the profit share for
the supply by PBPL of Paclitaxel for USA will be modified in a way that Apotex shall
receive 60% of the Net Profits and PBPL shall receive balance 40% until such time that
Apotex recoups US$ 0.5 million from that supply, after which the profit share shall revert
to 50:50.
Apart from the updates mentioned above and disclosed elsewhere in the
Annual Report, there were no significant events during and after the end of the financial
year ended March 31, 2025.
Employee Stock Options
The Company has an approved Employee Stock Option Plan 2020 ("ESOP
2020") for the employees of the Company and its subsidiaries. However, no options
have been granted under ESOP 2020 till date.
Significant and material orders impacting the going concern status and
Company's operations in future
During the year under review, no significant and material order was
passed by any regulator or court or tribunal which may impact the going concern status and
your Company's operations in future.
During the financial year 2011-12, a search operation was conducted by
Income Tax Department in the premises of the Company and hence the Company re-filed the
income tax returns for the Assessment Years ("AY") 2006-07 to 2012-13. During
the financial year 2014-15, the Income Tax Department completed the assessment of the said
years, disallowed certain expenses, and issued demand of _3,294.90 million (including
interest) on various grounds. The Company preferred appeals before CIT (Appeals) against
the orders of the Income Tax Department and after several hearings in the matter and based
on the facts of the matter, the appeals were decided in favour of the Company and the
entire demand of _3,294.90 million was cancelled. However, CIT (Appeals) made certain
disallowances of _60.20 million with respect to AY 2010-11
& AY 2011-12 against which the Company has filed appeals before the
Income Tax Appellate Tribunal ("ITAT"). The Income Tax Department has also filed
appeals before ITAT against the orders of CIT (Appeals). The appeals before ITAT are
pending at present. Based on the expert opinion, the Company believes that it has merit in
these cases.
Report on Corporate Governance
Your Company has always placed thrust on managing its affairs with
diligence, transparency, responsibility and accountability. The Board supports the broad
principles of Corporate Governance and lays emphasis on its role in aligning and direct
the actions of the Company in achieving its objectives. Your directors reafirm their
commitment to adhere to the highest corporate governance and ethical practices. The
Company has complied with the requirements of the SEBI LODR Regulations regarding
corporate governance. In compliance with Regulation 34(3) of the SEBI LODR Regulations, a
report on corporate governance for the financial year under review is presented in a
separate section and forms an integral part of the Annual Report. The requisite
certificate from M/s R&D Company Secretaries, Secretarial Auditors, confirming
compliance with the conditions of Corporate Governance is attached thereto and forms part
of the Annual Report.
Management Discussion and Analysis Report
Pursuant to Regulation 34(3) of the SEBI LODR Regulations, Management
Discussion and Analysis Report for the year under review, is presented in a separate
section and forms an integral part of the Annual Report.
Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report for the year under
review, as required pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, is
presented in a separate section and forms an integral part of the Annual Report. The
Report provides a detailed overview of initiatives taken by the Company from
environmental, social and governance perspectives.
Subsidiaries, Associates and Joint Ventures A. Subsidiaries
As on March 31, 2025, your Company had 3 Wholly-owned Subsidiary
("WOS") companies, viz. Panacea Biotec Pharma Limited ("PBPL"), Meyten
Realtech Private Limited ("Meyten") and Panacea Biotec (International) S.A.
("PBS"), Switzerland and 2 indirect WOS companies, viz. Panacea Biotec Germany
GmbH ("PBGG"), the WOS of PBS & Panacea Biotec Inc. ("PB Inc."),
USA, the WOS of PBPL.
As on March 31, 2025, as well as on the date of this Report, Panacea
Biotec Pharma Limited is the only material subsidiary of the Company pursuant to the SEBI
LODR Regulations. PBPL is engaged in the research, development, manufacturing and
marketing of pharmaceutical formulations and nutrition & baby care products in India
and international markets. As on March 31, 2025, the Company holds 1,000,000 equity shares
of _1 each in PBPL.
Meyten is engaged in the real estate business. As on March 31,
2025, the Company holds 48,76,319 equity shares of _1 each in Meyten.
PBS was earlier engaged in the business of trading pharmaceutical
products and is currently not pursuing any business. Since no further activity is
envisaged to be undertaken by PBS, it has been decided to liquidate PBS. The Company holds
6,000 equity shares of CHF 100 each with an investment of _34.36 million in PBS as on
March 31, 2025. PBGG is engaged in marketing of pharmaceutical products including
the Company's products in Germany. PBGG is proposed to be converted into indirect WOS
of the Company through PBPL by way of acquisition of 100% shares of PBGG by PBPL from PBS.
PB Inc. has been set up to carry on the business of buying,
selling, marketing, importing, exporting, distributing, and dealing in services and
products related to health and wellness, such as nutrition, dietary supplements, OTC
drugs, medical devices, prescription drugs, and vaccines. It is a wholly-owned subsidiary
of PBPL. As on March 31, 2025, PBPL holds 100 million common stock of US$ 0.01 each in PB
Inc. with an investment of US$ 1.00 million.
B. Joint Ventures and Associates
As on March 31, 2025, your Company had 1 joint venture, viz. Adveta
Power Private Limited ("Adveta") and 1 associate company, viz. PanEra Biotec
Private Limited ("PanEra"). Adveta and PanEra have been considered as
subsidiaries for the purpose of consolidation of accounts pursuant to the provisions of
Indian Accounting Standards ("Ind AS"). During the year under review, one of the
erstwhile joint venture, Chiron Panacea Vaccines Private Limited (under liquidation) has
been dissolved on June 20, 2024. Adveta: The Company's 50:50 joint venture
with PanEra, was earlier granted in-principle approval by the Government of Arunachal
Pradesh for allotment of two Power Projects of 80 MW and 75 MW in financial year 2012-13
which were subsequently cancelled. As part of business restructuring, Adveta is proposed
to be merged into PBPL.
PanEra: PanEra was granted in-principle approval by the Government
of Himachal Pradesh for allotment of a hydropower project of 4 MW, in earlier years.
However, no major investment has been made in this regard. As part of business
restructuring, PanEra is proposed to be merged into PBPL so that PBPL can move towards net
zero carbon emission and use energies which are sustainable and good for the environment
and at the same time economical to PBPL. Also, post this merger, PBPL will largely become
self-reliant in its own energy requirements. Pursuant to Regulation 46(2)(h) of the SEBI
LODR Regulations, the Company has formulated a Policy for determining material
subsidiaries which may be accessed on the Company's website at the link:
https://www.panaceabiotec.com/en/section/ information-repository/policy.
Financial Details of Subsidiaries, Associates and Joint Ventures
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("the Act"), a separate statement containing the salient features of financial
statements, performance and financial position of each of the Company's Subsidiaries,
Associates and Joint Venture, in the prescribed Form AOC-1, forms part of the Annual
Report and hence not repeated here for the sake of brevity. The contribution of the
Subsidiaries, Associates and Joint Venture to the overall performance of your Company is
outlined in Note No. 49 of the Consolidated Financial Statements for the financial year
ended March 31, 2025.
In accordance with the provisions of Section 136 of the Act read with
SEBI LODR Regulations, the standalone and consolidated financial statements of the Company
along with related information and separate audited financial statements of the
Subsidiaries are available on the website of the Company at
https://www.panaceabiotec.com/en/section/information-repository/annual-report and
https://www.panaceabiotec.
com/en/section/information-repository/subsidiaries-financial-information, respectively.
The financial statements of the subsidiaries will also be made available upon request of
any member of the Company who is interested in obtaining the same.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its
Subsidiaries, Associates and Joint Venture, prepared in terms of Section 129 of the Act,
Regulation 33 of the SEBI LODR Regulations and in accordance with Ind AS 110 read with Ind
AS 28 and 31 as specified in the Companies (Indian Accounting Standards) Rules, 2015
("Ind AS Rules") and provisions of Schedule III to the Act, together with
Auditors' Report thereon, forms part of the Annual Report.
Indian Accounting Standards, 2015
The annexed financial statements comply in all material aspects with
Indian Accounting Standards notified under Section 133 of the Act, the Ind AS Rules and
other relevant provisions of the Act.
Listing of Equity Shares
The Equity Shares of the Company continue to be listed on National
Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The
requisite annual listing fees for the financial year 2025-26 have been paid to these
Exchanges well within the due dates.
Public Deposits
During the year under review, your Company has neither invited nor
accepted any deposits from the public / members pursuant to the provisions of Sections 73
and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and
therefore, no amount of principal or interest was outstanding in respect of deposits from
the Public as on the date of the balance sheet.
During the year under review, the Company has also not availed any loan
from any of its directors. The details of outstanding loans received from the director of
the Company have been disclosed in Note No. 41 to the Standalone Financial Statements
forming part of the Annual Report. Further, in compliance with the provisions of the
Companies (Acceptance of Deposits) Rules, 2014, the director of the Company, from whom
money was received during earlier years, had furnished to the Company, a declaration in
writing to the effect that the amount was not being given by him out of funds acquired by
him by borrowing or accepting loans or deposits from others.
Directors and Key Managerial Personnel i. Appointment /
Re-appointment of non-executive Independent Directors: CA Rajesh Jain (DIN: 10619014) has
been appointed as non-executive independent director of the Company for a period of 5
years w.e.f. November 13, 2024.
Further, Mr. Krishan Kumar Jalan (DIN: 01767702), Dr. Rajender Pal
Singh (DIN: 10198810) and Dr. Venkatesh Sarvasiddhi (DIN: 09326552) have been appointed as
non-executive independent directors of the Company for a period of 5 years w.e.f. February
14, 2025.
All the above said appointments were made upon recommendation of the
Nomination and Remuneration Committee ("NRC") and in accordance with the Act and
SEBI LODR Regulations. Also, the said appointments were approved by the shareholders of
the Company by way of passing special resolutions through the Postal Ballot on December
26, 2024 and March 29, 2025 respectively. In the opinion of the Board, CA Rajesh Jain, Mr.
Krishan Kumar Jalan, Dr. Rajender Pal Singh and Dr. Venkatesh Sarvasiddhi are persons of
integrity and possess requisite expertise and experience for their appointment as
independent directors of the Company. ii. Appointment / Re-appointment of Executive
Directors: Based on the recommendation of the NRC, the Board of Directors of the Company
has: • re-appointed Dr. Rajesh Jain (DIN: 00013053) as Chairman and Managing Director
of the Company for a period of 3 years w.e.f. January 01, 2025; • re-appointed Mr.
Sandeep Jain (DIN: 00012973) as Joint Managing Director of the Company, for a period of 3
years w.e.f. April 01, 2025; • re-appointed Mr. Ankesh Jain (DIN: 03556647) as
Whole-time Director of the Company, for a period of 5 years w.e.f. April 01, 2025; and
• appointed Dr. Sanjay Trehan (DIN: 10936402) and Mr. Harshet Jain (DIN: 08732974) as
Whole - time directors of the Company, for a period of 3 years w.e.f. February 14, 2025.
The said appointments / re-appointments were also approved by the shareholders by way of
passing requisite resolutions through the Postal Ballot on December 26, 2024 and March 29,
2025, respectively. iii. Cessation / completion of tenure of non-executive Directors: Mr.
Bhupinder Singh (DIN: 00062754), an Independent Director, departed for his heavenly abode
on October 16, 2024 and accordingly ceased to be the director of the Company with
immediate effect. Further, Mrs. Manjula Upadhyay (DIN: 07137968), Independent Director and
Mr. Narotam Kumar Juneja (DIN: 01204817), Non-Executive Non-Independent Director, have
ceased to be directors of the Company on March 29, 2025 and March 31, 2025, respectively,
upon completion of their respective tenures.
Your directors express their deep appreciation and gratitude to the
aforesaid directors for their extensive contribution and guidance received towards the
business growth of the Company. Further, your directors pray the Almighty that the
departed soul of Late Shri Bhupinder Singh rest in peace. iv. Directors Retiring by
Rotation: In accordance with the provisions of Section 152 of the Act and Article 119 of
the Articles of Association of the Company, Dr. Rajesh Jain (DIN: 00013053), Chairman and
Managing Director and Mr. Sandeep Jain (DIN: 00012973), Joint Managing Director of the
Company are liable to retire by rotation. Being eligible they have offered themselves for
re-appointment as directors at the ensuing Annual General Meeting ("AGM") of the
Company. v. Profile of Directors seeking re-appointment: The brief resume of the Directors
seeking re-appointment along with other details as stipulated under Regulation 36(3) of
the SEBI LODR Regulations and Secretarial Standards issued by The Institute of Company
Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company
and the Corporate Governance Report forming part of the Annual Report. vi. Declaration of
independence / compliance with Code of Conduct: In terms of Section 149 of the Act and the
SEBI LODR Regulations, Mrs. Ambika Sharma, Mr. Krishan Kumar Jalan, Mr. Mukul Gupta, Dr.
Rajender Pal Singh, CA Rajesh Jain and Dr. Venkatesh Sarvasiddhi are the Independent
Directors of the Company as on the date of this Report. All the Independent Directors of
the Company have given declarations under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI LODR Regulations. In terms of Regulation 25(8) of the SEBI LODR
Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. The Independent Directors have also afirmed
compliance with the Code of Conduct laid down by the Board of Directors for all the Board
Members, Senior Management Personnel and other employees of the Company, during the year
under review. vii. Registration in Independent Directors' Data Bank: The Company has
received confirmation from all its Independent Directors that they are registered in the
Independent Directors' Data Bank of the Indian Institute of Corporate Affairs at Manesar
in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
All the above appointments / re-appointments by the Board of Directors
are based on the performance evaluation and recommendation of the Nomination and
Remuneration Committee of the Board of Directors. Your directors recommend re-appointment
of directors retiring by rotation as stated above, in the ensuing AGM.
Apart from the above, there is no other change in the Directors and Key
Managerial Personnel ("KMP") during the year under review and thereafter.
Board Evaluation
An annual performance evaluation of the Board of Directors, its
Committees and individual directors was carried out by the Board in terms of the
provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts)
Rules, 2014 ("Account Rules"). In compliance with Regulation 17(10) of the SEBI
LODR Regulations, the Board carried out performance evaluation of independent directors
without the participation of director being evaluated.
The Board evaluated its performance after seeking inputs from all the
Directors on the basis of criteria such as the 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 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 SEBI.
The Board and the NRC 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 and inputs in meetings, etc.
In a separate meeting of independent directors, performance of
non-independent directors, the Board as a whole and the Chairman was evaluated taking into
account the views of Executive and Non-Executive Directors. The exercise was carried out
through a structured evaluation process covering various aspects such as Board composition
& quality, strategic & risk management, board functioning, etc. which are brie_y
stated in the Corporate Governance Report, forming part of the Annual Report. The Board
also assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties. The above evaluations were then discussed in the Board
Meeting and performance evaluation of Independent directors was done by the entire Board,
excluding the Independent Director being evaluated. Performance evaluation of independent
directors was conducted based on criteria such as ethics and values, knowledge and
pro_ciency, behavioural traits, etc. The Board of Directors has expressed its satisfaction
with the evaluation process.
Board Meetings
Pursuant to the provisions of Section 173(1) of the Act and Regulation
17(2) of the SEBI LODR Regulations, during the year under review, 4 (four) Board Meetings
were held on May 30, 2024, August 14, 2024, November 13, 2024, and February 14, 2025. The
intervening gap between two Board Meetings was within the maximum period prescribed under
the Act. The detailed information is furnished in the Corporate Governance Report, forming
part of the Annual Report.
Audit Committee
The Audit Committee of the Board of Directors comprises entirely of
Independent Directors. During the year under review, the Audit Committee was reconstituted
by the Board of Directors w.e.f. November 14, 2024. The details of the composition and
number of meetings of the Audit Committee held during the financial year under review
including attendance thereat, are furnished in the Corporate Governance Report, forming
part of the Annual Report. During the year under review, all the recommendations made by
the Audit Committee were accepted by the Board.
Policy on Directors' appointment & remuneration
The management of the Company is immensely benefitted from the
guidance, support and mature advice from the members of the Board who are also members of
various committees. The Board consists of directors possessing diverse skills and rich
experience to enhance the quality of its performance. Pursuant to the provisions of
Section 178(3) of the Act, Regulation 19(4) of the SEBI LODR Regulations and based on the
recommendations of the Nomination and Remuneration Committee ("NRC") of the
Board, the Board has adopted a policy for selecting, appointment and remuneration of the
Directors, Key Managerial Personnel, Senior Management Personnel and other employees of
the Company. This policy may be accessed on the Company's website at the link:
https:// www.panaceabiotec.com/en/section/information-repository/ policy.
The policy includes criteria for determining qualifications, positive
attributes and independence of directors. In terms of the policy, the NRC evaluates
balance of skills, knowledge and experience of directors, Key Managerial Personnel or
Senior Management Personnel whom it recommends to the Board for appointment. The
components of remuneration policy are brie_y stated in the Corporate Governance Report,
forming part of the Annual Report.
Selection and procedure for nomination and appointment of Directors
The NRC is responsible for developing competency requirements for the
Board based on the industry and strategy of the Company. The Board composition analysis
reflects in-depth understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic
basis, including each time a director's appointment or re-appointment is required.
The NRC reviews and vets the profiles of potential candidates vis-?-vis the required
competencies, undertakes due diligence and meeting potential candidates, prior to making
recommendations of their nomination to the Board.
Energy Conservation, Technology Absorption & Foreign Exchange
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the
Accounts Rules, particulars regarding conservation of energy, technology absorption and
foreign exchange earnings & outgo, are given in Annexure A hereto and forms
part of this Report.
Annual Return
As required pursuant to Section 92(3) and 134(3)(a) of the Act, the
draft Annual Return of the Company as on March 31, 2025, is available on the
Company's website at: https://
www.panaceabiotec.com/en/section/information-repository/ annual-return.
Related Party Transactions
During the year under review, all the related party transactions
entered into were on an arm's length basis and predominantly in the ordinary course
of business. As per the latest audited financial statements, the Company has not entered
into any material related party transactions as referred to in Section 188 of the Act.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Accounts Rules in the prescribed Form
AOC-2 is not applicable. Suitable disclosures as required under Ind AS 24 have been made
in the notes to the Financial Statements forming part of the Annual Report. Apart from
remuneration / sitting fees and consultancy charges in professional capacity, there is no
pecuniary transaction with any director, which had potential conflict of interest with the
Company.
All the related party transactions are placed before the Audit
Committee for its review and further recommendation to the Board for its approval.
Wherever applicable, approval is obtained for related party transactions which are of
repetitive nature and / or entered in the ordinary course of business and are at
arm's length basis.
As per the provisions of the Act and Regulation 46(2)(g) of the SEBI
LODR Regulations, your Company has formulated a policy on Related Party Transactions which
is available on Company's website at the link: https://www.panaceabiotec.com/en/
section/information-repository/policy.
The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and the Related
Parties. This policy specifically deals with the review and approval of material related
party transactions keeping in mind the potential or actual conflicts of interest that may
arise because of entering into these transactions.
Particulars of Employees and Related disclosures
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 ("Managerial Personnel Rules")
are provided in Annexure B hereto and the same forms part of this Report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Managerial Personnel Rules, a statement containing particulars
of top 10 employees and the employees drawing remuneration in excess of the limits set out
in the said Rules, are provided in Annexure C hereto and the same forms part of
this Report.
Auditors and Audit Reports i) Statutory Auditors and Audit
Report: Pursuant to the provisions of Section 139 of the Act read with rules framed
thereunder and based on the recommendation of the Audit Committee, the Board of Directors
had in its meeting held on August 14, 2024, appointed and recommended the appointment of
M/s Suresh Surana & Associates LLP, Chartered Accountants (Firm's Regn. No.
121750W/W-100010) as the Statutory Auditors of the Company for a period of 5 consecutive
years to hold office from the conclusion of 40th AGM upto the conclusion of 45th AGM of
the Company to be held in 2029 on such remuneration, out of-pocket expenses, etc. incurred
in connection with the audit as may be decided by the Board in consultation with the
auditors from time to time. The said appointment was subsequently approved by the
shareholders in their AGM held on September 27, 2024.
Pursuant to Section 141 of the Act, the Statutory Auditors have
confirmed they are not disqualified from continuing as Auditors of the Company and their
appointment meets the eligibility criteria prescribed in Section 141(3)(g) and 147 of the
Act. They also confirmed that they are independent, maintained an arm's length
relationship with the Company and that no orders or proceedings were pending against them
before the Institute of Chartered Accountants of India or any competent court / authority
relating to matters of professional conduct.
The Auditors' Report on the standalone as well as consolidated
financial statements for the financial year ended March 31, 2025, does not contain any
qualification, reservation or adverse remark. The said Report was issued by the Statutory
Auditors with an unmodified opinion. The Key Audit Matters as contained in the
Auditors' Report on the Standalone Financial Statements are also mentioned as Key
Audit Matters in the Auditors' Report on the Consolidated Financial Statements in a
similar manner. The management response to the observations / comments / key audit matters
contained in the Auditors' Report and Annexure thereto has been suitably given in the
respective Notes to the Standalone as well as Consolidated Financial Statements referred
to therein. With respect to the Auditors' observation on delay in payment of interest to
promoter-director, there was an inadvertent delay and the same was paid on April 24, 2025.
The notes to accounts and other observations, if any, in the
Auditors' Reports are self-explanatory and therefore, do not call for any further
comments. ii) Cost Accounts and Auditors: The Company is required to maintain cost
records as specified by the Central Government under Section 148(1) of the Act and
accordingly, such accounts and records have been duly made and maintained by the Company
in compliance with the provisions of the Act.
Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Board had appointed M/s Jain Sharma
& Associates, Cost Accountants (Firm's Registration Number: 000270) as the Cost
Auditors to conduct the audit of the Company's Cost Records for the financial year
ended March 31, 2025 and their remuneration has been rati_ed by the shareholders in the
40th AGM of the Company held on September 27, 2024. The cost audit for the financial year
2024-25 has been completed and the Cost Auditors' Report will be submitted with the
Central Government within the prescribed time. The Cost Audit Report for the financial
year 2023-24 was filed on September 10, 2024.
Based on the recommendations of the Audit Committee, the Board of
Directors has in its meeting held on May 30, 2025, re-appointed M/s Jain Sharma &
Associates, Cost Accountants, as cost auditors of the Company to conduct the audit of the
Company's Cost Records for the financial year 2025-26. M/s Jain Sharma &
Associates have confirmed their independence and arm's length relationship with the
Company and that they are free from the disqualifications specified in Section 139, 141 of
the Act and their appointment meets the eligibility criteria as prescribed in Section
141(3)(g) and 148 of the Act. They have also confirmed that no orders or proceedings were
pending against them relating to matters of professional conduct before the Institute of
Cost Accountants of India or any competent court / authority.
In compliance with Rule 14 of the Companies (Audit and Auditors) Rules,
2014, an item for rati_cation of remuneration of cost auditor for conducting the audit for
the financial year 2025-26 has been included in the Notice of the ensuing AGM for
shareholders' approval.
With respect to the observation / emphasis of matter given in the Cost
Audit Report regarding maintenance of unit of measurement other than those specified in
HSN Code as per the Customs Tari_ Act, 1975, the Company is manufacturing various types of
vaccines, involving numerous types of raw materials. For recording of production and sale
in the ERP system, unit of measurement like number of vials, pre-filled syringe and
injections are being used. The volume of vaccine is measured in milliliter whereas the
bulk antigens are measured in liter or million limit of _occulation (MLF) or million
opacity unit (MIOU) etc. However, the unit of measurement as per Customs Tari_ Act 1975 is
in kilogram (Kg). Hence, it is not feasible to maintain or calculate the UOM as per
Customs Tari_ Act 1975 for the vaccines. iii) Secretarial Auditors and Secretarial
Audit Report: Pursuant to the provisions of Section 204 of the Act read with Rule 9 of
the Managerial Personnel Rules and Regulation 24A of the SEBI LODR Regulations, the Board
of Directors had, in its meeting held on May 30, 2024, appointed M/s R&D Company
Secretaries, a peer reviewed firm of Practicing Company Secretaries as Secretarial
Auditors to conduct the secretarial audit of the Company for the financial year ended
March 31, 2025. The Secretarial Audit Report issued by them is annexed as Annexure D
to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remarks. However, it contains two observations relating to (i)
delayed payment to Micro and Small Enterprises beyond the period prescribed under Section
15 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act); and (ii)
delayed filing of e-verification report with respect to e-form IEPF-5 filed by the
shareholder on March 17, 2024, which was submitted by the Company on April 25, 2024, i.e.
beyond the statutory limit of thirty days. In this regard, (i) the Company has made the
requisite provision for the interest amount on such delayed payment to aforesaid vendors
in accordance with Section 16 of the MSMED Act and disclosed such delays in MSME Form I;
and (ii) the delay in filing of e-verification report was on account of late receipt of
physical documents from the shareholder which were received on April 23, 2024.
In compliance with the requirements of the SEBI LODR Regulations, the
material unlisted subsidiary of the Company, viz. Panacea Biotec Pharma Limited had also
appointed M/s R&D Company Secretaries, a peer reviewed firm of Practicing Company
Secretaries as Secretarial Auditors to conduct the secretarial audit for the financial
year ended March 31, 2025. The Secretarial Audit Report issued by them to PBPL is annexed
as Annexure E to this
Report. The said Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks. However, it contains one observation
relating to delayed payment to Micro and Small Enterprises beyond the period prescribed
under Section 15 of the MSMED Act. PBPL has made the requisite provision for the interest
amount on such delayed payment to aforesaid vendors in accordance with Section 16 of the
MSMED Act and disclosed such delays in MSME Form I.
In addition to the above and in compliance with Regulation 24A(2) of
the SEBI LODR Regulations, Annual Secretarial Compliance Report issued by M/s R&D
Company Secretaries, Secretarial Auditors, for the financial year ended March 31, 2025,
has been submitted with the stock exchanges within prescribed time.
In terms of the amended provisions of Regulation 24A of SEBI LODR
Regulations and based on the recommendation of the Audit Committee, the Board of
Directors, has, in its meeting held on May 30, 2025 approved and recommended to the
shareholders of the Company, the appointment of M/s R&D Company Secretaries, a peer
reviewed firm of Practicing Company Secretaries as Secretarial Auditors of the Company for
a term of five consecutive years commencing from Financial Year 2025-26 to Financial Year
2029-30. The said appointment was made subject to approval by the shareholders and after
taking into account the eligibility of the firm's qualification, experience,
independent assessment competency and the Company's previous experience based on the
evaluation of the quality of audit work done by them in the past. The Secretarial Auditors
have also confirmed their eligibility for the said appointment. Your directors recommend
the aforesaid appointment of M/s R&D Company Secretaries as Secretarial Auditors, in
the ensuing AGM of the shareholders.
Material changes and commitments affecting the financial position
As required under Section 134(3) of the Act, the Board of Directors
inform the members that during the financial year under review, there have been no
material changes, except as disclosed elsewhere in the Annual Report: • in the nature
of Company's business; • in the Company's subsidiaries, associates and
joint ventures or in the nature of business carried out by them; and • in the classes
of business in which the Company has an interest. Further, except as disclosed elsewhere
in the Annual Report, there have been no material changes and commitments which could
affect the financial position of the Company between the end of the financial year and the
date of this Report.
Compliance with Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to ‘Meetings of the Board of Directors' and ‘General
Meetings', respectively, issued by the Institute of Company Secretaries of India,
have been duly followed by the Company.
Transfer to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of 7 years from the due date
is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Ministry of Corporate Affairs, Government of India.
During the year under review, there was no amount of dividend remaining unpaid or
unclaimed for a period of 7 years from the due date. Accordingly, no amount was required
to be transferred by the Company to the IEPF. Pursuant to the provisions of IEPF Rules,
all the shares in respect of which any dividend which has not been paid or claimed for 7
consecutive years is required to be transferred by the Company to the designated Demat
Account of the IEPF Authority (‘IEPF Account') within a period of 30 days of
such shares becoming due to be transferred to the IEPF Account. During the year under
review, there were no shares on which the dividend(s) remained unpaid or unclaimed for 7
consecutive years.
Accordingly, no shares were required to be transferred by the Company
to the IEPF Account.
The number of shares (in respect of which dividend was not claimed by
the concerned shareholders for 7 consecutive years or more) transferred and held by IEPF
Authority is given in the Corporate Governance Report forming part of the Annual Report.
The details of the persons whose shares have been transferred to the IEPF Authority are
available on the Company's website at the link i.e. https://www.panaceabiotec.com/en/
section/information-repository/other-important-information.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory, cost, secretarial auditors and external agencies, including audit of internal
controls over financial reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and
effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of
the Act, the Board of Directors, to the best of their knowledge, belief and according to
the information and explanations provided to them, confirm that: a) in the preparation of
the annual financial statements for the financial year ended March 31, 2025, the
applicable Accounting Standards have been followed along with proper explanation relating
to material departures; b) they 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 at March 31, 2025, and
of the profit / loss of the Company for the year ended March 31, 2025; c) they have taken
proper and sufficient care for the maintenanceofadequateaccountingrecordsinaccordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; d) the annual financial statements have been
prepared on a going concern basis; e) they have laid down proper internal financial
controls to be followed by the Company and that the same are adequate and were operating
effectively; and f ) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Details in respect of frauds reported by auditors
During the year under review, no fraud has been reported by the
auditors to the Audit Committee or the Board under Section 143(12) of the Act and
therefore disclosure of details under Section 134(3)(ca) is not applicable.
Particulars of loans, guarantees or investments
Pursuant to the provisions of Section 134(3)(g) of the Act, the
particulars of loans / guarantees and investments covered under the provisions of Section
186 of the Act along with the purpose for which such loans, guarantees or security were
proposed to be utilised by the recipient, have been disclosed in the Note No. 3, 4 and 12
of the Standalone Financial Statements forming part of the Annual Report and hence not
repeated here for the sake of brevity.
Risk Management
The Board of Directors has a Risk Management Committee to oversee
various organizational risks and to frame, implement and monitor the risk management plan
for the Company. Risk Management Committee is compliant with Regulation 21 of the SEBI
LODR Regulations as regards composition, frequency and quorum of the meetings. The Board
has defined the roles, responsibilities and functions of the Committee. The details of the
composition, the number of meetings held and attendance thereat during the financial year
under review and terms of reference are furnished in the Corporate Governance Report,
forming part of the Annual Report.
The Company has formulated a Risk Management Policy and monitors the
risk management plan on a periodic basis. The Audit Committee has additional oversight in
the area of financial risks and controls. The Company has defined a structured approach to
manage uncertainty and to make use of these in decision making in business decisions and
corporate functions.
Insurance
The Company has regularly invested in insuring itself against
unforeseen risks. The Company's stocks and insurable assets like building, plant
& machinery, computer equipment, office equipment, furniture & fixtures, leasehold
improvements and upcoming projects have been adequately insured against major risks. The
Company has also taken appropriate product liability insurance policies for conducting
clinical trials and for insuring its products (manufactured and sold) with an extension of
unnamed vendor liability and add on cover of public liability inclusive of pollution
liability to cover the risk on account of claims, if any, filed against the Company.
Pursuant to the provisions of Regulation 25(10) of the SEBI LODR Regulations, the Company
has Directors' and Officers' Liability insurance to cover the personal liability
of directors and officers which may arise while performing duties in their respective
capacities on behalf of the Company.
Internal Control System
Your Company has established an adequate system of internal controls,
policies and procedures to ensure orderly and efficient conduct of business and also that
assets are safeguarded and transactions are appropriately authorized, recorded and
reported.
The detailed explanation is provided in the Management Discussion and
Analysis Report, forming part of the Annual Report.
Internal Financial Controls
The Company has designed and implemented a process driven framework for
Internal Financial Controls ("IFC") within the meaning of the explanation to
Section 134(5)(e) of the Act. For the financial year ended on March 31, 2025, the Board is
of the opinion that the Company has sound IFC commensurate with the size, scale and
complexity of its business operations. The IFC operates effectively, and no material
weakness exists. The effectiveness of IFC is ensured through management reviews,
controlled self-assessment and independent testing by the internal audit team.
Vigil Mechanism / Whistle Blower Policy
Your Company adheres to uncompromising integrity in conduct of its
business and strictly abides by a well-accepted norm of ethical, lawful and moral conduct.
It has zero tolerance for any form of unethical conduct or behaviour. With the above said
view and pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI LODR
Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, your Company has adopted a Vigil Mechanism / Whistle
Blower Policy to provide its directors and employees an avenue to raise any sensitive and
genuine concerns regarding any unethical behaviour or wrongful conduct and to enable them
to report instances of leak of unpublished price sensitive information and to provide
adequate safeguards for protection from any victimization.
This Policy is available on the website of the Company and can be
accessed at: https://www.panaceabiotec.com/en/section/ information-repository/policy. This
Policy, inter-alia, provides direct access to the Chairman of the Audit Committee.
Further, as mandated by Regulation 18(3) read with Para A(18) of Part C of Schedule II of
the SEBI LODR Regulations, the Audit Committee reviews the functioning of Vigil Mechanism
/ Whistle Blower Policy.
Your Company hereby afirms that no director / employee has been denied
access to the Chairman of the Audit Committee and that no complaint has been received by
the Company during the year under review.
Corporate Social Responsibility
The provisions of Section 135 of the Act and the Rules made thereunder
regarding Corporate Social Responsibility are not attracted to the Company as the Company
does not fall under the threshold limit of net worth of _5,000 million or more, or
turnover of _10,000 million or more, or a net profit (as defined under Section 198 of the
Act) of _50 million or more during the immediately preceding financial year. However, the
Company has been, over the years, pursuing Corporate Social Responsibility by putting
continuous efforts in the areas of health, education and patient awareness / assistance
programs towards the development of a happier and healthier society.
Prevention of Sexual Harassment at Workplace
The Company is committed to provide a safe and conducive work
environment to all its employees and associates. It is the continuous endeavour of the
Management of the Company to create and provide an environment to all its employees that
is free from discrimination and harassment including sexual harassment. The Company has in
place a Policy on Prevention of Sexual Harassment in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("POSH Act"). All the employees (permanent, contractual, temporary,
trainees) are covered under this policy.
During the financial year ended on March 31, 2025, the Company
conducted virtual training sessions for employees to build awareness about the Policy and
the provisions of the POSH Act. Your Company has complied with the provisions relating to
constitution of Internal Complaints Committee under the POSH Act for dealing with the
complaint, if any, relating to sexual harassment of women at workplace.
The details of sexual harassment complaints received and disposed-o_
during period under review are as follows:
| Number of complaints of sexual
harassment received in the year |
Number of complaints disposed off during
the year |
Number of cases pending for more than
ninety days |
|
Nil |
|
Maternity Benefits
The Company is committed to upholding the rights and welfare of its
women employees and has complied with the provisions of the Maternity Benefit Act, 1961,
and the rules made thereunder, as amended from time to time. All eligible women employees
are provided maternity leave and other benefits in accordance with the applicable
provisions of the Maternity Benefit Act, 1961. The Company has also ensured a safe and
supportive working environment, including provisions for cr?che facilities where
applicable, in line with statutory requirements. The Company continues to remain in full
compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there
have been no instances of non-compliance or adverse findings in this regard during the
financial year under review. During the year under review, 8 (eight) female employees have
taken such benefits.
Proceeding under Insolvency and Bankruptcy Code, 2016
No application has been made under the Insolvency and Bankruptcy Code,
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their
status as at the end of the financial year is not applicable.
Cyber Security Incident
The Company has installed firewalls and other software to protect
against the cyber-crime. The back-ups are also being kept on Cloud to prevent any kind of
data loss. The Company has also engaged an independent expert to verify the measures
already taken by the Company for safeguarding against any cyber-attacks. No incident
relating to cyber security, breaches or loss of data or documents has been reported during
the year under review.
Acknowledgements
Your directors acknowledge with gratitude the co-operation and
assistance received from the WHO and other UN Agencies, Central Government, State
Governments and all other Government agencies and the encouragement they have extended to
the Company. Your directors also thank the shareholders, banks, customers, vendors and
other business associates for their confidence in the Company & its management and
look forward to their continuous support in future. The Board wishes to place on record
its appreciation for the dedication and commitment of the employees at all levels which
has continued to be our major strength.
|
For and on behalf of the Board of |
|
Panacea Biotec Limited |
|
Sd/- |
| Place : New Delhi |
Dr. Rajesh Jain |
| Date : August 14, 2025 |
Chairman and Managing Director |
|