The Members,
Lyka Labs Limited
The Directors are pleased to present the Forty Fifth Annual Report
together with Audited Financial Statements of Lyka Labs Limited for the financial year
ended on 31st March 2024.
1. FINANCIAL RESULTS: Standalone
| Particulars |
For the financial year ended 31st March
2024 |
For the financial year ended 31st March
2023 |
| Total Revenue |
10804.35 |
8404.42 |
| Profit / (Loss) before Exceptional items |
(87.74) |
(603.43) |
| Exceptional Items |
5.51 |
717.41 |
| Profit/(Loss) before tax |
(93.25) |
(1320.84) |
| Less: Tax Expenses |
133.65 |
(7.82) |
| Profit/(Loss) after tax |
(226.89) |
(1328.66) |
| Add: Other Comprehensive Income |
6.17 |
(6.28) |
| Profit/(Loss) for the year |
(220.72) |
(1334.94) |
Consolidated
| Total Revenue |
11264.93 |
9647.38 |
| Profit / (Loss) before Exceptional items |
(52.32) |
(577.67) |
| Exceptional Items |
41.06 |
739.44 |
| Profit/(Loss) before tax |
(93.38) |
(1317.11) |
| Less: Tax Expenses |
168.67 |
(1.87) |
| Profit/(Loss) after tax |
(262.05) |
(1315.24) |
| Add: Other Comprehensive Income |
10.54 |
(0.54) |
| Profit/(Loss) for the year |
(251.51) |
(1315.78) |
2. DIVIDEND:
The Board of Directors does not recommend any dividend for the
financial year ended on 31st March
2024.
3. RESERVE:
The Company has not transferred any amount to reserve for the financial
year ended on 31st March 2024.
4. OPERATIONS:
During the year under review, the total revenue earned by the Company
was Rs.10804.35 Lakhs as against total revenue of Rs.8404.42 Lakhs in the previous
financial year. The Company has reported net loss of Rs.220.72 Lakhs as against net loss
of Rs.1334.94 Lakhs of the previous financial year ended on
31st March 2023.
During the financial year under report, the Company has invested in
building brands in the domestic human and veterinary business. The export business did not
meet expectations, as international Government tenders had exhausted their budgets.
Certain markets also experienced foreign exchange fluctuations and political uncertainty
due to which the purchases were delayed.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the financial year
2023-24 is as annexed hereto.
6. KEY FEATURES:
The Company continues to maintain high quality GMP/GLP standards in
manufacturing and testing of its pharmaceutical products.
The Company manufactures pharmaceutical products such as Dry Powder,
Liquid, Lyophilised Injections and External Preparations for several International Markets
and the Domestic Market.
The Company's R&D is engaged in development of new
formulations and has successfully developed several products in the following categories:
1. Injectables: Lyophilised Injection, Liquid Injections & Dry
Powder Injections
2. Topical Preparation: Ointment /Creams and Lotions.
Company's Core competencies:
1. Lyophilisation Formulations/Bulk Sterile APIs
2. New Product Development including Novel Drug Delivery Systems
7. FUTURE OUTLOOK:
The Company is constantly exploring possibilities of entering into new
international markets with reputed partners and is also introducing new products in
existing markets and focus on building its own marketing / distribution business within
India.
The Company embarked on upgrading and adding additional capacity to
meet the increase in global demand for lyophilised products. The project is likely to be
completed in FY 2025 with a 50% enhancement in capacity for Lyophilisation. This
modernization will lead the Company into regulated markets such as Europe, UK etc.. The
Company is also creating its foundation for the branded business both in the veterinary
and human critical care.
8. REGISTRATIONS:
During the financial year 2023 24, the Company has submitted 36 new
applications for registration of its products. It has received registration of 5 products
and renewal of 19 products. The registration for 31 products are expected in the coming
year.
9. ALLOTMENT OF EQUITY SHARES TO IPCA LABORATORIES LIMITED:
During the year under review, the Company has allotted and issued
24,00,000 equity shares of Rs. 10/- each to Ipca Laboratories Limited, an entity forming
part of the Promoter Group of the Company, upon conversion of 24,00,000 Warrants into
Equity Shares.
Further, the Company has also allotted and issued remaining 26,00,000
equity shares of Rs. 10/- each in the month of April 2024 to Ipca Laboratories Limited, an
entity forming part of the Promoter Group of the Company, upon conversion of 26,00,000
Warrants into Equity Shares.
10. STATEMENT OF DEVIATION(S) AND VARIATION(S), IF ANY:
During the year under review, the Company has issued and allotted
shares on the preferential basis on 18th April 2023. A statement of usage of the proceeds
of the preferential issue pursuant to Regulation
32 (3) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015; was placed in the respective Audit Committee. The Committee noted that
there was no deviation(s)/variation (s), in the statements submitted during the financial
year ended on 31st March 2024.
11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The Board met six times during the financial year on 18th April 2023,
23rd May 2023, 2nd August 2023, 2nd November 2023, 16th January 2024 and 8th February
2024. The detailed information is provided in the Corporate Governance Report, which is
annexed hereto.
12. CHANGES IN THE DIRECTORS:
Mr. Yogesh Shah, Executive Director & CFO of the Company,
reappointed as the Executive Director w.e.f. 12th February 2023 till the conclusion of
46th Annual General Meeting of the Company, through postal ballot process by the
shareholders.
The Second term of Mr. Sandeep Parikh as an Independent director was
completed on 25th September 2023.
Mr. Neeraj Golas was appointed as director by the Board of Directors
w.e.f. 16th January 2024 and approved his appointment as an Independent Director for the
period of 3 years through postal ballot process by the shareholders.
Mr. Kunal Gandhi, Managing Director & CEO of the Company,
re-appointed as the Managing Director for the period of 5 years w.e.f. 12th February 2024,
through postal ballot process by the shareholders. Mr. Shashil Mendonsa retire by rotation
at the ensuing Annual General Meeting and, being eligible, offer himself for
re-appointment.
13. CHANGES IN KEY MANAGERIAL PERSONNELS:
There was no change in the Key Managerial Personnel during the
financial year under the report.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from Independent Directors under
Section 149(7) of the Companies Act, 2013, that they meet the criteria laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing
Obligation and Disclosure Requirement), Regulations 2015.
15. PERFORMANCE EVALUATION:
Pursuant to the provisions of Section 134 (2) (p) of the Companies Act,
2013 and under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; the Board of Directors has undertaken an annual
evaluation of its own performance, performance of its various Committees and individual
Directors.
16. COMMITTEES OF BOARD:
The Board has four Committees namely, Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship Committee and Corporate Social
Responsibility Committee. The detailed information is provided in the Corporate Governance
Report, which is annexed hereto.
17. STATUTORY AUDITORS:
The present term of M/s. D Kothary & Co., Chartered Accountants,
Mumbai, as Statutory Auditors of the Company is completing on conclusion of the 45th
Annual General Meeting of the Company.
The Board appointed M/s. D. Kothary & Co.,, Chartered Accountants,
as Statutory Auditors of the Company for the next five years from the conclusion of the
45th Annual General Meeting till the 50th Annual General Meeting of the Company; subject
to the approval of the Shareholders.
18. COST AUDITORS:
The Company has appointed M/s. Sarvottam Rege & Associates, Cost
Accountants (Registration No.
104190) to audit the cost records of the Company for the financial year
2023-24. The Company has maintained the cost accounts and cost records as specified by the
Central Government under Sub-section
(1) of Section 148 of the Companies Act 2013.
19. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Kaushal Doshi & Associates, Practicing Company Secretaries
to undertake the Secretarial Audit of the Company for the financial year 2023-24. The
Secretarial Audit Report is annexed hereto.
20. MATERIAL CHANGES AND COMMITMENT AFTER THE END OF THE FINANCIAL YEAR
WHICH HAVE IMPACT ON FINANCIAL POSITION:
There is no material change and commitment after the end of the
financial year till the date of this report which have impact on financial position.
21. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT ON FINANCIAL STATEMENTS FOR
THE FINANCIAL YEAR ENDED 31ST MARCH 2024:
The Statutory Auditors has not made any qualifications, reservation or
adverse remarks or disclaimers in their report on the Financial Statement for the
financial year 2023 24.
22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to particulars as prescribed under
sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, is annexed hereto as Annexure A.
23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
The details of loans, guarantee and investment, if any made under
Section 186 of the Companies Act,
2013 are provided in the financial statements attached to this report.
24. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has adopted Whistle Blower Policy/Vigil Mechanism. The
details of establishment of such mechanism are disclosed on the website of the Company at
www.lykalabs.com.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The Related Party Transactions effected during the financial year are
on arm's length basis and in the ordinary course of business. Approval of the Audit
Committee is obtained for Related Party Transactions.
The Related Party transactions effected during the financial year are
disclosed in the notes to the Financial
Statement.
The particulars of contracts or arrangements with related parties
referred to in Section 188 of the Companies Act, 2013, is annexed hereto as Annexure B.
26. ANNUAL RETURN:
The Annual Return pursuant to the provision of Section 92 of the Act
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be
available on the website of the Company at www. lykalabs.com.
27. CORPORATE GOVERNANCE:
A Report on Corporate Governance along with certificate from Practicing
Company Secretary confirming the Compliance of the condition of Corporate Governance as
stipulated in the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015,
is annexed and forms an integral part of this Annual report.
28. DEPOSITS:
The Company has not accepted deposits from public falling within the
ambit of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during
the financial year under review.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013 with respect to Directors Responsibility Statement, the Board hereby submits its
responsibility statement: a. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures; b. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give 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 the financial year; c. The Directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this 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 Company has proper system to
ensure compliance with the provisions of all applicable laws were in place and that such
system was adequate and operating effectively.
30. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company has two subsidiaries i.e. Lyka BDR International Limited
and Lyka Exports Limited. The
Audit Committee and the Board of Directors reviews the financial
statements. The minutes of the subsidiary
Companies are placed before the Board of Directors.
The Company has in accordance with the Listing Regulations adopted the
policy for determining material subsidiaries. The said policy is available on the
Company's website at www.lykalabs.com.
In terms of proviso to sub section (3) of Section 129 of the Companies
Act, 2013, the salient features of the financial statement of the subsidiaries are set out
in the prescribed Form AOC-1, which is annexed hereto as Annexure C.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the
Company, containing therein its standalone and the consolidated
financial statements has been placed on the website of the Company at www.lykalabs.com.
Further, as per fourth proviso of the said section, audited annual accounts of each of the
subsidiary companies have also been placed on the website of the Company, www.lykalabs.com
.
31. CORPORATE SOCIAL RESPONSIBILTY (CSR):
The committee has framed Corporate Social Responsibility Policy, which
is placed on the website of the Company at www.lykalabs.com
Pursuant to Section 135 of the Companies Act, 2013, a Company is
required to spend in every financial year at least 2% of the average net profit of the
Company made during the three immediately preceding financial years. The Company does not
require to spend any amount towards CSR activities in the financial year 2023-24.
32. MERGER OF LYKA EXPORTS LIMITED WITH THE COMPNAY:
On 8th August 2022 the Scheme of Amalgamation was filed to the BSE
Limited and the National Stock
Exchange Limited (the ‘Stock Exchanges') for merger of the
Lyka Exports Limited, its subsidiary with the Company.
Based on the Observation Letters issued by the Stock Exchanges dated
2nd August 2023; the Company has made an application to the Hon'ble NCLT, Ahmedabad
(the ‘NCLT') and further to its instruction hold the meetings of the
Shareholders and the Creditors on 20th February 2024 and submitted the proceedings of
these meetings to the NCLT. The NCLT had hearings on 18th April 2024, 6th June 2024 and
next hearing is on 18th July 2024,
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant or material orders passed by any regulator,
tribunal or court that would impact the going concern status of the Company and its future
operations.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is complying with the Provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A committee has been
set up to redress complaints received regarding Sexual harassments. One complaint was
received by the committee during the year under review, which was immediately addressed by
the committee.
35. INTERNAL FINANCIAL CONTROL:
The Company maintains a system of internal control, including suitable
monitoring procedures in various functional areas. The system is reviewed from time to
time to update the same with changing requirement.
Internal Audit of Company's financial accounts and related records
is conducted by M/s. Bansi Khandelwal
& Co., Chartered Accountants.
36. PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosure with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure
D.
37. SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards on the meetings
of Board of Directors (SS 1) and Secretarial Standards on the General Meetings (SS- 2), as
issued and amended by the Institute of Company Secretaries of India.
38. GREEN INITIATIVE:
The Ministry of Corporate Affairs had taken the Green Initiative in
Report of Corporate Governance by allowing paperless compliances by Companies through
electronic mode.
The Company supports the Green Initiative and appeals to its Members,
who are yet to register the Email addresses that they should take necessary steps for
registering the same and contribute towards Green Initiative.
39. ACKNOWLEDGEMENT:
The Directors place on record their appreciation of the continued
assistance, co-operation and support received from various Ministries of the Government of
India, Government of Maharashtra, Government of Gujarat, the Company's Bankers,
Customers, Shareholders and loyal and committed Employees for their unstinted support.
| For and on behalf of the Board |
| Lyka Labs Limited |
| Babulal Jain |
| Chairman |
| DIN: 00016573 |
| Mumbai; 21st May 2024. |
|