To
The Shareholders
The Directors hereby present their 45th Annual Report together with the
Audited Financial Statements of the Company for the year ended March 31, 2023.
|
( in lakhs) |
2022-23 |
2021-22 |
(Consolidated Accounts) |
|
Turnover (Net) 17,028 |
19,675 |
Other Income 1,249 |
4,202 |
Total Income 18,277 |
23,876 |
Financial Cost 244 |
170 |
Depreciation 276 |
232 |
Profit/Loss before |
|
extra-ordinary Income 1,587 |
6,289 |
Net Profit/ (Loss) before
Taxation 1,483 |
5,419 |
Net Profit (Loss) 1,110 |
4,722 |
Your directors regret their
inability to payment of any dividend. |
recommend |
Consolidated Results: |
|
The Company's strategy of moving each business to a focused
subsidiary has led to better growth and has been a success over the past few years. The
Company has shown an overall increase in both turnover and net profit and the company
strives to perform even better in the future.
Asence Group:
Asence Inc., a wholly – owned subsidiary of the Company,
specializes in the supply of quality pharmaceutical preparation (Finished Dosage Forms and
Active Pharmaceutical Ingredients) to the international markets.
Asence is developing some novel products for the European and US
markets using the infrastructure of the group companies.
Asence Pharma Pvt. Ltd. specializes in the supply of quality
pharmaceutical preparations (Bulk Drugs and Formulations) to domestic and international
markets.
Asence through its operations in India and USA, markets and distributes
pharmaceutical preparations worldwide and has more than 100 registered products
internationally with an impressive pipeline and capability for development of new
medicines.
In June 2023, Asence Pharma Pvt., Ltd. a subsidiary of the Company has
commenced its new oncology and synthetic API plant at Ranoli, Vadodara.
The new API plant is set up to meet all domestic and international
regulatory standards and will manufacture niche molecules that have a global requirement.
Sarabhai Chemicals (India) Pvt. Ltd.:
Sarabhai Chemicals, a subsidiary Company, has made inroads in the
domestic market with key strategic products in Oncology, Infertility and Uro-gynaec areas.
The Company has approved the Scheme of Arrangement in the nature of
Demerger and vesting of the oncology and Profertility Division of Sarabhai Chemicals
(India) Private Limited (SCIPL) into Asence Pharma Private Limited (APPL) after approval
of shareholders of the respective companies, and subject to the approval of NCLT,
Creditors and other regulatory bodies as applicable, under Sections 230 to 232 of the
Companies Act, 2013 and other applicable provisions of the Companies Act, 2013. The scheme
has been filed with National Company Law Tribunal ("Tribunal") Ahmedabad and
Tribunal has given order dated 31.07.2023, has directed to hold creditors meetings of
SCIPL and APPL.
It has entered in to a marketing tie-up with an external company to
boost its sales.
Suvik Hitek Pvt. Ltd.:
Suvik, a wholly owned subsidiary of the Company, is manufacturing
Pharmaceuticals products and marketing Generics and Veterinary products in the domestic
market.
Synbiotics Limited:
Synbiotics is a USFDA inspected manufacturing Company in the
fermentation area. It manufactures an antifungal active ingredient – Amphotericin B
product which has an expanding global market.
Systronics (India) Limited:
It has two divisions Systronics & Telerad.
SYSTRONICS is a leading manufacturer of Analytical and Test &
Measuring instruments distributing its products across India. It has recently introduced 2
new products for Indian market.
TELERAD is one of the oldest representatives of SONY in India promoting
Broadcast and Professional Video/ Audio products of various International Companies across
India.
Sarabhai M. Chemicals Ltd.:
Sarabhai M Chemicals Ltd, a wholly owned subsidiary company has started
its Vitamin C coated products manufacturing since August 2019.
Joint Venture Companies:
Vovantis Laboratories Pvt. Ltd.:
Vovantis, a joint venture Company is manufacturing USFDA inspected
effervescent product manufacturing company with increased focus on the USA and European
markets. It has recently set up a state of the art manufacturing facility to expand its
business.
CoSara Diagnostics Pvt. Ltd.:
CoSara, a joint venture company has the exclusive manufacturing rights
in India for the complete menu of its US partner – Co-Diagnostics Inc. infectious
disease molecular diagnostics kits. Recently, Co-Diagnostics has recently shared that they
have been awarded grants by the Bill & Melinda Gates Foundation related to the
Tuberculosis (TB) and Human Papillomavirus (HPV) tests on the Co-Dx PCR Home™
platform. CoSara expects to extend their existing partnership with Co-Dx covering research
and development.
Corporate Governance:
Pursuant to provisions of SEBI (LODR), Regulations, 2015, Management
Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate
regarding Compliance of Conditions of Corporate Governance are made part of the Annual
Report.
Subsidiaries:
The Company has 8 (eight) subsidiaries and 2 (two) joint ventures and
one associate company. Their performance is integrated in the consolidated accounts.
Consolidated Financial Statement:
In compliance of the Accounting Standard AS-21 on Consolidated
Financial Statement, the Consolidated
Financial Statements, which form part of the Annual Report and
Accounts, are attached herewith.
Directors and Key Managerial Personnel:
The Board of Directors consists of 6 (Six) members, of which 3 (three)
are Independent Directors. two executive directors and one non-executive director The
Board also comprises of one woman Director. The Board consists of Mr. Kartikeya V.
Sarabhai (Chairman & Whole-time Director), Ms. Chaula M. Shastri (Whole- time
Director), Mr. A. H. Parekh(Non-executive Director, Mr. Ashwin P. Hathi (Independent
Director), Mr. Chandrashekhar B. Bohra (Independent Director) and Mr. Mayur Swadia
(Independent Director)
As per the provisions of Section 203 of the Companies Act, 2013, Mr.
Kartikeya V. Sarabhai -Chairman & Whole-time Director, Ms. Chaula M. Shastri- Whole-
time Director, Mr. Navinchandra Patel- Chief Financial Officer and Mr. Damodar Sejpal-
Company Secretary; are the Key Managerial Personnel of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Kartikeya V. Sarabhai (DIN: 00313585) is the director retiring by rotation and being
eligible has offered himself for re-appointment. Pursuant to Regulation 36 of SEBI (LODR)
Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of
the Director re- appointed is appended to the Notice of Annual General Meeting.
In pursuant to Regulation 17 of the SEBI (LODR) Regualtions,2015
Nomination and Remuneration Committee at its meeting held on 24th
August,2023 has recommended the Board of Directors and Board of Directors of the Company
at their meeting held in 24h August,2023 has re-appointed Mr. Kartikeya V. Sarabhai, as
Executive Chairman for period of 3 years from 1st April,2024 to 31st March,2027 and Ms.
Chaula M. Shastri, Whole- time Director for further period of 3 years from 1st April, 2024
to 31st March, 2027 subject to approval of members at the ensuing Annual General Meeting.
Their term of appointments will be ending on 31st March, 2024.
Nomination and Remuneration Committee at its meeting held on 24th
August,2023 has recommended the Board of Directors and Board of Directors of the
Company at their meeting held in 24h August,2023 has appointed Mr.
Mohal Sarabhai (DIN:00334441) as a Managing Director of the Company w.e.f. 21st September,
2023, for a term of 3 years, subject to approval of members at the ensuing Annual General
Meeting of the Company.
Declaration by Independent Directors:
The Independent Directors have submitted the declaration of
independence, as required pursuant to Section 149(7) of the Companies act, 2013 stating
that they meet the criteria of independence as provided in sub-section (6).
Annual Evaluation:
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed by Securities & Exchange
Board of India (SEBI) under Listing Regulation.
The performance of the Board was evaluated by the Board after seeking
inputs from the Directors on the basis of the criteria such as 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 the criteria such as the
composition of Committees, effectiveness of the Committees Meeting, etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed
the performance of the individual Directors on the basis of the 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 addition, the Chairman was also evaluated on the key aspects
of his role.
Particulars of Loans, Guarantees or Investments:
Information regarding loans, guarantees and Investments covered under
the provisions of section 186 of the Companies Act, 2013 are detailed in the financial
statements.
Related Party Transactions:
Since all the related party transactions are carried out in
the ordinary course of business on arm's length basis such
transactions entered into by the Company during the financial year did not attract the
provisions of Section 188 of the Companies Act, 2013. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section
134 of the Act is not required.
None of the Non-Executive Directors has any pecuniary relationship or
transactions with the Company other than sitting fees payable to them.
During the year 2022-23, pursuant to Section 177 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 all RPTs were placed before Audit Committee for its
prior/ omnibus approval.
Material Changes and Commitments:
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end of the financial
year of the Company and the date of this Report.
Number of Meetings of the Board:
There were Seven Meetings of the Board held during the year. Detailed
information is given in the Corporate Governance Report.
Extract of Annual Return:
Extract of Annual Report is available on the website of Company
www.ase.life
P o l i c y o f D i r e c t o r ' s A p p o i n t m e n t a n d
Remuneration and other details:
The Company's policy on director's appointment and
remuneration and other matters provided in Section 178(3) of the Act has been followed by
Nomination and Remuneration Committee or Key Managerial Personnel. They have fixed
criteria for appointment of directors and Key Managerial Persons. Every year their
performance is evaluated by the Committee and accordingly suitable recommendations are
made.
Internal Financial Control Systems and their adequacy:
The Company has an Internal Control System commensurate with size,
scale and complexity of its
operations. The Company has appointed an Independent Internal Auditor
who carries out Internal Auditing works according to policies and rules framed to monitor
and control financial transactions within the Company and submits his report at every
quarter which is put before the Audit Committee for their perusal.
Audit Committee:
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report which forms part of this report.
Risk Management:
The Audit Committee of the Company is assigned the task to frame,
implement and monitor the risk management plan of the Company. The Committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls.
Major risks identified by the business and functions are systematically addressed through
mitigating actions on a continuing basis.
Corporate Social Responsibility (CSR):
During the year under review the Company is not required to comply with
the provisions related to Corporate Social Responsibility on the basis of its financial
statement.
Particular of Employees:
The information required U/s. 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 will be
provided upon request in terms of section 136 of the Act, the reports and accounts are
being sent to the members and other excluding the information on employees'
particulars, which is available for inspection by members at the registered office of the
Company during 2:00 p.m. to 4:00 p.m. on working days of the Company up to the date of
AGM. If any Member is interested in obtaining a copy thereof, he/she may write to
Secretarial Department of the Company. There is no employee drawing salary in excess of
limit prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Fixed Deposits:
The Company has not accepted any fixed deposit during the year neither
there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the
end of the year.
Details of Significant Orders passed by Regulators or Courts:
There is no significant or material order passed by any Regulators or
courts during the financial year.
Disclosure Pursuant to section 197(14) of the Companies Act 2013
No Whole time director of the Company was in receipt of any
remuneration/ commission from the company's holding/ subsidiary companies during the
financial year.
Details of Establishment of Vigil Mechanism:
The Company has formulated Whistle Blower policy to establish a vigil
mechanism for directors and employees of the Company to report concerns about unethical
behavior, actual or suspended fraud or violation of Company's code of conduct policy.
Details under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The Company has established Internal Complaints Committee to redress
the complaints received from any woman employee of the Company as required under the
provisions of the Act.
Fraud Reporting:
There was no fraud reporting by the Auditors of the Company u/s.
143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during
the year under review.
Energy Conservation, Technology Absorption and Foreign Exchange
earnings and outgo:
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange earnings and outgo required to be given, are given in the Annexure to this Report
in the prescribed format.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
In the preparation of the annual accounts for the year ended
31.03.2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any.
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 a true and fair view of the state of affairs of
the Company as on 31.03.2023 and of the profit of the Company for the year ended on that
date.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
The Directors have prepared the annual accounts on a ‘going
concern' basis.
The Company has laid down Internal Financial Controls to be followed by
the Company and that such Internal Financial Controls are adequate and were operating
effectively.
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such system are adequate and operating
effectively.
Business Responsibility Report (BRR)
The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as
part of the Annual Report for top 1000 listed entities based on market capitalization.
Business Responsibility Reporting is not applicable to the Company.
Insurance:
Building, Plant and Machinery and Stocks, have been adequately insured.
Auditors: -
Internal Auditors
M/s. Gautam Joshi & Co., Chartered Accountants has been appointed
as Internal Auditor for the Financial Year 2022-23. The Internal Auditors reports to the
Audit Committee of the Board, which helps to maintain its objectivity and independence.
The scope and authority of the Internal Audit function is defined by Audit Committee. The
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
Statutory Auditors
Pursuant to section 139 of the Companies Act, 2013 and the Rules made
there under, M/s. Sorab
S. Engineers & Co., Chartered Accountants, (Firm Registration No.
110417W), are appointed as Auditors by the Members in the AGM held on 21.9.2022 to hold
office until the conclusion of 47th Annual General Meeting, to be held in the year 2027.
The Statutory Auditor's comment on your Company's account for
the year ended March 31, 2023 are self-explanatory in nature and do not require any
explanation. The Auditor's Report does not contain any qualification or adverse
remarks.
Secretarial Auditor
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. RPAP & Co., a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit
Report issued is appended to this report as Annexure. As there is no qualification,
reservation or adverse remark made by the Auditors in their report, the report issued is
self- explanatory and need no further clarification.
Acknowledgement:
Your Directors would like to take opportunity to express their deep
sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for
their continuous guidance and support. Further they would also like to place on record
their sincere appreciation for dedication and hard work put in by one and all Members of
Sarabhai Pariwar including workers.
For and on behalf on the Borad
Kartikeya V. Sarabhai
Chairman
Date : 24th August, 2023 Place : Vadodara
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