Dear Members,
Your Directors have pleasure in presenting the 31st Annual Report of your
Company along with the Audited Financial Statement for the year ended March 31, 2024.
1. SUMMARY OF FINANCIAL RESULTS:
Following is the analysis of the standalone nancial statements of the Company during
the year under review:
(Rupees in Lacs)
Particulars |
For the financial year ended 31st March, 2024 |
For the financial year ended 31st March, 2023 |
| (Rs.) |
(Rs.) |
| Revenue from Operation including |
2366.11 |
360.68 |
| other income |
|
|
| Expenses excluding Depreciation |
2254.50 |
356.68 |
| Depreciation and Amortization |
2.95 |
0.79 |
| Profit (Loss) Before Tax |
108.66 |
3.21 |
| Extraordinary items |
0.00 |
0.00 |
| Current Tax |
29.37 |
0.96 |
| Deferred Tax Adjustment |
0.82 |
0.60 |
| Profit (loss) After Tax |
78.47 |
1.64 |
| Net fixed assets |
69.00 |
0.56 |
| Share capital |
984.56 |
398.96 |
| Reserve & Surplus Profit/(Loss) |
1349.60 |
118.71 |
The nancial year 2023-24 was a year of satisfactory performance by the Company and the
FIRST YEAR in venturing into pharmaceutical bulk and Intermediates business.
During the year, the revenue from operations increased from Rs. 342.81/- Lacs to Rs.
2364.77/- Lacs, recorded a growth of 589.82 % in comparison to the revenue from previous
nancial year. Pro t after Tax (PAT) recorded increase of 4670.76% from Rs. 1.64 Lacs to
78.47 Lacs due to commencement of Bulk drug business by the company.
As you are aware the management of the company had changed with new promoters in
financial year 2022 -23 by takeover of the company through open offer. From the date of
Open offer till date the new management and Board of Astal Laboratories Limited (formerly
Macro International Limited) have done considerable progress in the company in terms of
Business, Investments, Net worth and market capitalization. The company's focuses totally
on to production of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting
Materials / Intermediates.
As you are aware that the projected size of the Indian API market stands at over US$
13.5 billion in 2024, with an expected growth of over US$ 20 billion by 2029. This
represents a compound annual growth rate of 8.3% over the forecast 5-year period. The
increasing prevalence of infectious diseases, genetic disorders, and chronic conditions
are envisaged as a primary catalyst to drive market expansion. Now this has underscored
the importance of intensifying efforts towards the development of advanced pharmaceuticals
necessitating a significant volume of APIs. Additional growth drivers seen are the
expanding elderly demographic and the increased domestic manufacture of generic drugs.
Highlights of Company's performance is covered in detail in the Management Discussion
and Analysis Report (MDA), included in this Annual Report as required under Schedule V of
the SEBI (LODR) Regulations, 2015.
3. DIVIDEND:
The Board of Directors not recommend any Dividend for the F.Y 2023-24 and decides use
the surplus in the P&L account for increased working capital needs.
4. UNCLAIMED DIVIDEND
Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) provides that
the dividend that has remained unclaimed or unpaid for a period of seven years is to be
transferred to Investor Education and Protection Fund (IEPF). Further, the Rules mandate
that the shares on which dividend has not been paid or claimed for seven consecutive years
or more shall also be transferred to the IEPF.
In your company there is no outstanding dividend. During the year under review and the
Company has not transferred any amount to the IEPF account as per the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
5. TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to general reserves.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the line or nature of business that the Company is
operating in during the year under review. In financial year 2022-2023 the Company entered
in the business of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting
Materials / Intermediates.
7. INFORMATION ABOUT SUBSIDIARY/ ASSOCIATE COMPANY:
During the year under review, the Company does not have any Subsidiaries, Joint Venture
or Associate Companies.
8. DEPOSITS:
Company has not accepted any deposits from the public, during the year under review.
9. INDIAN ACCOUNTING STANDARDS:
The annexed financial statements for the Financial Year 2023-24 and corresponding
figures for 2022-23 comply in all material aspects with the Indian Accounting Standards
notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian
Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified
from time to time.
10. MATERIAL CHANGES AND
COMMITMENTS:
As on the date of this report, there are no material changes and commitments affecting
the financial position of the company have occurred.
11. ANNUAL RETURN
Annual Return as required under Section 92(3) of the Companies Act, 2013 and rule 12(1)
of the Companies (Management and Administration) Rules, 2014, is available on website of
the company and can be accessed at https://meil.co.in.
12. DIRECTORS' RESPONSIBILITY
STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
with respect to Directors' Responsibility Statement it is confirmed 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. Such accounting policies
have been selected and applied consistently and judgments and estimates have been made
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 loss of the company for that
period; c. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. That internal financial control were laid down to be followed and that such internal
financial controls were adequate and were operating effectively.
f. That proper system was devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. SHARE CAPITAL:
The Authorised share Capital of the Company is Rs. 20,00,00,000.00/- Divided into
20,000,000 equity shares of Rs. 10 each and the Paid-up share capital of the company is
Rs. 9,83,00,700.00/- divided into 98,30,070 Shares of Rs. 10 each. During the year under
review, the Company has increased the Authorised share Capital of the Company from Rs.
50,000,000.00/- divided into 50,00,000 equity shares of Rs. 10 each to Rs.
20,00,00,000.00/- Divided into 20,000,000 equity shares of Rs. 10 each and the Company has
issued 58,56,000 equity shares (9,50,000 Equity Shares of Face Value of Rs. 10/- (Rupee
Ten only) each at a premium of Rs.18/- each and 4906000 (Forty-nine Lakh Six Thousand)
Equity Shares of Face Value of Rs. 10/- each at premium of Rs.20/- each) to the
non-promoters through preferential allotment basis.
The Company has only one class of Equity Share having a par value of Rs. 10/-each
holder of share is entitled to one vote per share with same rights.
During the Year 2023-24, the company has not made any issue of equity shares with
differential voting rights, Sweat Equity Shares and employee stock option.
14. LISTING OF SHARES:
Shares of company have been listed on Bombay Stock Exchange.
15. AUDITORS:
a. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s Sathuluri & Co., Chartered Accountants (Firm Registration No.
006383S), were appointed as Statutory Auditors of the Company for a further term of 5
(Five) years to hold office from the conclusion of 29th Annual General Meeting
of the Company held on 30th September, 2022 until the conclusion of the 34th Annual
General Meeting to be held for the financial year 2026-27.
The Report given by M/s. Sathuluri & Co., Chartered Accountants (Firm Registration
No. 006383S), Statutory Auditors on the financial statement of the Company for the year
2023-2024 is part of the Annual Report. There is no qualification, reservation or adverse
remark or disclaimer in their Report.
During the year under review, the Statutory Auditors had not reported any matter under
Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards
Report.
The Report of the Statutory Auditors on the financial statements including relevant
notes on the accounts for the Financial Year ended 31st March, 2024 are self-explanatory
and therefore do not call for any further comments.
b. SECRETARIAL AUDITORS
The Board has appointed M/s Mahendra Prakash Khandelwal & Co., Practicing Company
Secretaries, Jaipur as Secretarial Auditor pursuant to the provisions of Section 204 of
the Companies Act, 2013 for the financial year 2023-2024. The Report of the Secretarial
Auditor is annexed to the Report as per "Annexure I".
EXPLANATION IN RESPONSE TO AUDITOR'S QUALIFICATIONS
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report.
There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditor in their Secretarial Audit Report.
16. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
17. CORPORATE INSOLVENCY
RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the period under review.
18. DIRECTORS /KEY MANAGERIAL
PERSONNEL:
a. Independent Directors and their Declaration of Independence
The Board of the Company as on March 31, 2024 consisted of 5 directors out of which 2
are independent directors.
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
a. Composition of Board of Director as on 31st March 2024 and changes during the year
The Board of the Company as on March 31, 2024 consists of 5 directors out of which 2
are independent directors, one is Whole Time Director and two are non-Executive directors.
b. Re-Appointment of Directors Retiring by Rotation:
The Independent Directors and Whole-Time Director hold office for a fixed period of
five years from the date of their appointment and are not liable to retire by rotation.
Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the
provisions of the Companies Act and the Articles of Association of the Company, Mr.
MAGGIDI VENKATESH (DIN: 09414495) is liable to retire by rotation and being eligible,
offer his candidature for reappointment as Director.
During the year under review
Mr. Birendrakumar Sahoo (DIN: 06737993) resigned from the designation of Non-Executive
Independent Director of the company w.e.f. 19/06/2023.
Mr. MAGGIDI VENKATESH (DIN: 06737993) was appointed as Non-Executive Director of the
company w.e.f. 10/06/2023.
Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) was appointed as
Additional Non- Executive Director of the company w.e.f. 10/06/2023.
Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) resigned from the
designation of Additional Non -Executive Director of the company w.e.f. 15/07/2023.
Mr. Radhakishore Pandrangi (DIN: 06664969) was appointed as Non-Executive Independent
Director of the company w.e.f. 18/08/2023.
c. Changes in Composition of the Board of Directors after the end of Financial Year:
Mr. Birendrakumar Sahoo (DIN: 06737993) Appointed as Non-Executive Independent Director
of the company w.e.f. 24/06/2024.
Key Managerial Personnel Changes in the composition of Key Managerial Personnel (other
than Board of Directors):
Mr. Mahendra Kumar was appointed as the Company Secretary & Compliance Officer of
the company w.e.f. 19/04/2023.
Mr. Chintalapati Sesha Sai Nikhil was appointed as the Chief Financial Officer (CFO) of
the Company w.e.f. 27/05/2023.
Mr. Kommera Harish resigned from the designation of Chief Executive Officer (CEO) of
the Company w.e.f. 19/06/2023.
Mr. Chintalapati Sesha Sai Nikhil resigned from the designation of Chief Financial
Officer (CFO) of the Company w.e.f. 19/06/2023.
Mr. Balayogiswara Rao Peddinti was appointed as the Chief Financial Officer (CFO) of
the Company w.e.f. 15/07/2023.
19. COMMITTEE DETAILS
Audit Committee
The Audit Committee comprises of Independent Directors namely Shri Radhakishore
Pandrangi (DIN: 06664969) (Independent Director and Chairman), Smt. Hemachakrapani
Bangaraiahgari (Independent Director) and Smt. Ravikanti Shailaja (Non-Executive
Non-Independent Director) as other Members.
All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Smt. Ravikanti Shailaja
(Chairman), Radhakishore Pandrangi (Independent Director) and Smt. Hemachakrapani
Bangaraiahgari (Independent Director) as other Member.
All the recommendations made by the Nomination and Remuneration Committee were accepted
by the Board.
Stakeholders' Relationship Committee
The Stakeholders Relationship Committee comprises of Smt. Ravikanti Shailaja
(Chairman), Shri Radhakishore Pandrangi (Independent Director) and Smt. Hemachakrapani
Bangaraiahgari (Independent Director) as other Member.
All the recommendations made by the Nomination and Remuneration Committee were accepted
by the Board.
20. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in
terms of the Listing Regulations with the Stock Exchange. It aims to provide an avenue for
employees through this policy to raise their concerns on any violation of legal or
regulatory requirements, suspicious fraud, misfeasance. misrepresentation of any Financial
Statements and Reports.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
a. Conservation of energy:
S. No. |
Date of Board Meeting |
Board's Strength |
No. of Directors Present |
| 1. |
19/04/2023 |
4 |
4 |
| 2. |
27/05/2023 |
4 |
4 |
| 3. |
10/06/2023 |
4 |
4 |
| 4. |
15/07/2023 |
4 |
4 |
| 5. |
18/08/2023 |
4 |
4 |
| 6. |
13/10/2023 |
5 |
5 |
| 7. |
10/11/2023 |
5 |
5 |
| 8. |
08/12/2024 |
5 |
5 |
| 9. |
20/12/2023 |
5 |
5 |
| 10. |
09/02/2023 |
5 |
5 |
22. MEETINGS
During the financial year 2023-24, following meetings were convened:
Board Meetings
Particulars |
As on 31.03.2024 |
As on 31.03.2023 |
a) Earnings in foreign exchange |
Nil |
Nil |
b) Expenditure / outgo in foreign exchange (Travelling) |
Nil |
Nil |
The operations of the Company involve low energy consumption. The Company has ensured
that adequate measures are being taken to conserve energy.
b. Technology Absorption:
The particulars regarding Technology absorption are: NIL
c. Foreign exchange earnings and Outgo:
Audit Committee Meetings
S. No. |
Date of Meeting |
Strength of Member s |
No. of Member s Present |
| 1. |
27/05/2023 |
3 |
3 |
| 2. |
15/07/2023 |
3 |
3 |
| 3. |
10/11/2023 |
3 |
3 |
| 4. |
09/02/2024 |
3 |
3 |
Nomination & Remuneration Committee Meetings
S. No. |
Date of Meeting |
Strengt h of Membe rs |
No. of member s present |
| 1. |
12/04/2023 |
3 |
3 |
| 2. |
20/05/2023 |
3 |
3 |
| 3. |
03/06/2023 |
3 |
3 |
| 4. |
08/07/2023 |
2 |
2 |
| 5. |
09/08/2023 |
2 |
2 |
Independent Director's Meeting
S. No. |
Date of Meeting |
Strength of Member s |
No. of member s present |
| 1. |
09/02/2024 |
2 |
2 |
Stakeholder Relationship's Committee Meeting
S. No. |
Date of Meeting |
Strength of Members |
No. of membe rs present |
| 1. |
25/09/2023 |
3 |
3 |
Members Meeting
S. N o. |
Type of Meeting |
Date of Meeting |
Total No. of Member s Entitle to Attend |
Num ber of Mem bers Atten ded |
| 1. |
Annual |
18-09- |
1179 |
15 |
|
General |
2023 |
|
|
|
Meeting |
|
|
|
Postal Ballot
S. N o. |
Type of Meeting |
Record date |
Total No. of Members Entitle to Vote |
1. |
Postal Ballot |
22/12/2023 |
1196 |
23. PERFORMANCE EVALUATION OF THE
BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
The Company has formulated a Board Evaluation template for performance evaluation of
the Independent Directors, the Board, its Committees and other individual Directors which
includes criteria for performance evaluation of the Non-Executive Directors and Executive
Directors.
The formal Board evaluation as mandated under the Companies Act and Listing Regulations
has been carried out during the year.
24. SETTLEMENT WITH BANK OR
FINANCIAL INSTITUTION:
There was no instance of one-time settlement with any Bank or Financial Institution.
25. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an appropriate Policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment
of its employees.
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
26. DETAILS OF ESTABLISHMENT OF
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The company has established a vigil mechanism for grievances redressal of director and
employees of the company which will help in reporting genuine concerns or grievances of
directors and employees.
27. CORPORATE SOCIAL
RESPONSIBILITY (CSR):
As the Company does not fall under the class of companies as prescribed under Section
135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186:
Particulars of Loan given, Investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in standalone financial statement.
29. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including
certain arm's length transactions under the proviso thereto have been disclosed in Form
No. AOC -2, as Annexure -II.
30. MANAGERIAL REMUNERATION:
No Remuneration was paid to directors during the year under review.
31. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION) OF MANAGERIAL PERSON, RULE, 2014 OF THE COMPANIES ACT, 2013:
None of the employee is in receipt of remuneration in excess of the limits prescribed
under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 i.e. The company has not employed any employee for any post that has paid
remuneration in excess of Rs. 1,02,00,000/- per annum or in excess of Rs. 8,50,000/- per
month.
32. NOMINATION AND REMUNERATION
POLICY
The Nomination & Remuneration Committee of the Board of Directors is responsible
for recommending the appointment of the Directors and senior management to the Board of
Directors of the Company. The Company has in place a Nomination and Remuneration Policy
containing the criteria for determining qualifications, positive attributes and
independence of a Director and policy relating to the remuneration for the Directors, Key
Managerial Personnel and senior management personnel of the Company. The committee also
postulates the methodology for effective evaluation of the performance of Individual
Directors, committees of the Board and the Board as a whole which should be carried out by
the Board, committee or by an independent external agency and review its implementation
and compliance. The Nomination and Remuneration Policy is available on the Company's
website at https://miel.co.in.
33. RISK MANAGEMENT POLICY:
The Company has its Risk Management Policy to identify and deal with the risks and
threats that could impact the organization. Risk Management Policy is available for
inspection at the Registered Office of the Company during business hours on any working
day.
34. DETAILS IN RESPECT OF
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has proper place and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control
systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, timely feedback on achievement of operational and strategic goals,
compliance with policies, procedure, applicable laws and regulations, and all assets and
resources are acquired economically, used efficiently and adequately protected.
35. DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no orders passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future.
36. OTHER DISCLOSURES AND
STATUTORY INFORMATION:
a. Policies and code adopted by the Company
The Board of Directors has from time to time framed and approved policies as required
by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will
be reviewed by the Board at periodic intervals. Some of the key policies that have been
adopted are as follows
Code for Disclosure of Unpublished Price Sensitive Information Code of Conduct for
Insider Trading Policy on Related Party Transactions Code of Conduct for Directors and
Senior Management Personnel Whistle Blower Policy
37. HUMAN RESOURCES MANAGEMENT
We firmly believe that employee motivation, development and engagement are key aspect
of good human resource management. We provide several forums and communication channels
for our employees to not only share their point of view and feedback related to our
business, but also share feedback self-development and career advancement. These forums
have helped us to identify and implement a number of structural changes during the year
under review.
38. ACKNOWLEDGEMENTS:
An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation
and hard work the Company was able to achieve the results.
| By order of the Board |
| For ASTAL LABORATORIES LIMITED |
| CIN: L74120UP1993PLC015605 |
| Date: 06.07.2024 |
| Place: Hyderabad |
| Sd/- |
| SUDHEER KARNA KANKANALA |
| Whole Time Director |
| DIN: 07591466 |
| Sd/- |
| RAVIKANTI SHAILAJA |
| Director |
| DIN: 07629653 |
|