Dear Shareholders,
The Directors take pleasure in presenting the THIRTIETH (30th) Annual
Reports along with the financial statements for the year ended 31st March 2022.
FINANCIAL HIGHLIGHTS
(H in Million)
Particulars |
2021-22 |
2020-21 |
Turnover |
6,582.89 |
5,995.48 |
Profit before Depreciation & Amortization expenses,
Non-recurring expenses and Tax expenses |
1,521.71 |
1,395.23 |
Less: Depreciation & Amortization Expenses |
176.63 |
151.93 |
Non-recurring expenses |
- |
- |
Tax expenses |
305.20 |
259.48 |
Profit after Tax |
1,039.88 |
983.82 |
OPERATIONS/STATE OF AFFAIRS OF THE COMPANY
During the year 2021-22, your Company achieved turnover of H
6,582.89 Million with net profit of H 1,039.88 Million as compared to turnover of H
5,995.48 Million with net profit of H 983.81 Million in the previous year.
On consolidated basis, your Company achieved turnover of H
14,908.39 Million with net profit of H 1868.14 Million as compared to turnover of H
13,761.82 Million with net profit of H 2385.38 Million in the previous year. During the
year, US and North America Formulation business reported growth of 8.5%, Europe and UK
formulation business reported growth of 4.7%, Australia and New Zealand formulation
business reported growth of 22.9% and Rest of World formulation business reported growth
of 7.3%.
In compliance with the Ind AS on Consolidated Financial Statements,
this Annual Report also includes Consolidated Financial Statements for the financial year
under review.
DIVIDEND
Your Directors have recommended a Dividend, subject to approval of the
Members at the ensuing Annual General Meeting, of Re. 0.25/- (25%) per equity share of Re.
1/- each and dividend of H 7/- (7%) per preference share of H 100/- each for the
financial year ended 31st March, 2022. Total cash outflow on account of dividend payment
will be H 105.83 Million for the financial year ended 31st March, 2022. The Dividend will
be paid in compliance with applicable regulations. Company's policy on the Dividend
Distribution is available on the Company's website www.
marksanspharma.com.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
i. Marksans Pharma (UK) Limited, through step down subsidiaries Bell,
Sons & Co. (Druggists) Limited and Relonchem Limited which operates in the European
markets, has achieved sales of H 6075.84 Million as compared to sales of H 5767.65 Million
during previous year.
ii. Marksans Pharma Inc., through step down subsidiary Time-Cap
Laboratories Inc. which operates mainly in US and North America, has achieved sales of H
6288.02 Million as compared to sales of H 5754.30 Million during previous year.
iii. Nova Pharmaceuticals Australasia Pty Ltd. (your company holds 60%
of the share capital) which operates mainly in Australia and New Zealand has achieved
sales of H 1681.22
Million as compared to sales of H 1341.97 Million during previous year.
Pursuant to a Central Government's Circular dated 8th February,
2011, the audited accounts together with Directors' Report and Auditors' Report
of the subsidiaries namely Marksans Pharma (U.K.) Limited, Marksans Pharma Inc. and Nova
Pharmaceuticals Australasia Pty Limited are not being appended to the Annual Report.
However, a statement giving information in aggregate for each subsidiary including step
down subsidiaries are attached to the Consolidated Balance Sheet. Statement containing the
salient features of financial statements of subsidiary companies and their contribution to
the overall performance of the company are given in Note No. 42(a) (Form AOC-1) of the
consolidated financial statements and forms part of this report.
Your Company has no Joint Ventures and Associate Companies.
ACQUISITION OF ACCESS HEALTHCARE FOR MEDICAL PRODUCTS LLC, DUBAI, UAE
On 6th June, 2022, your company acquired 100% share capital of Access
Healthcare for Medical Products LLC, a Dubai-based front-marketing and promotion company.
Access Healthcare for Medical Products (Access Healthcare) provides innovative marketing
and sales solutions in the MENA (Middle East & North Africa) region. The Company
supplies products in the UAE and other neighboring countries. In the UAE market, the
company supplies products through the Dubai Health Authority (DHA). It has market
authorizations by the UAE regulatory authorities for various products. For the year ended
December 2021, Access Healthcare for Medical Products posted revenues of AED 12 Mn (INR
250 Mn) and a profit after tax of AED 4.5 Mn (INR 94 Mn). The company has no debt on its
books.
This acquisition will enable Marksans to use the front-end sales and
marketing infrastructure of Access Healthcare for marketing its products manufactured in
the India, UK, USA and MENA regions. It will bolster Marksans' presence in the Middle
East and North African regions by leveraging Access Healthcare's knowledge of local
business cultures and access to a network of partners and distributors in those regions.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis covering industry
structure and developments, financial and operational performance of the Company, risks,
concerns, opportunities, threats and outlook forms a part of this Report.
RESERVES
Your Company has not transferred any amount out of the profit of the
year to the General Reserve.
SHARE CAPITAL
During the year under review, there was no change in the Equity Share
Capital of the Company. The Company has neither issued any equity shares with differential
rights as to dividend, voting or otherwise nor issued ESOP or sweat equity shares to
Directors or employees, under any Scheme.
Pursuant to the Special Resolution passed by the shareholders at the
Extra-ordinary General Meeting of the Company held on 9th July, 2021, the Board of
Directors, at its meeting held on 23rd July, 2021, has issued and allotted 10,00,000
convertible warrants to Mr. Mark Saldanha and 4,93,24,324 convertible warrants to OrbiMed
Asia IV Mauritius FVCI Limited at a price of H 74/- per warrant on preferential basis.
These warrants are convertible into equal number of equity shares of Re. 1/- each face
value within 18 months from the date of allotment of warrants. The company will raise H
3,724 Million from the said issue.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Your Company's Board comprises of 8 (Eight) Directors, of which 5
(Five) Directors are Non-Executive and 3 (Three) Directors are Executive.
a. Appointment / resignations of Directors:
During the year under review, the Company appointed Dr. Sunny
Sharma (DIN: 02267273) as a Non-Executive Non-Independent Director, whose office shall be
liable to retire by rotation.
b. Retirement of Director by rotation:
In terms of Section 152 of the Companies Act, 2013, Mrs. Sandra
Saldanha (DIN: 00021023) will retire by rotation at the ensuing Annual General Meeting and
being eligible, offers herself for re-appointment.
c. Appointment / resignation of Key Managerial Personnel:
During the year under review, there is no change in the Key Managerial
Personnel of the Company.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2021-22, the Board met 5 (Five) times on
31.05.2021, 15.06.2021, 23.07.2021, 11.08.2021, 10.11.2021 and
11.02.2022.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Your Company has in place a policy relating to nomination and
remuneration of directors as well as key managerial personnel and other employees
formulated by the Nomination and Remuneration Committee. The Nomination and Remuneration
Policy, inter alia, provides for the following:
1. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as Director in terms
of Diversity Policy of the Board and recommend to the Board his / her appointment.
2. For the appointment of KMP (other than Managing / Whole-time
Director) or Senior Management, a person should possess adequate qualification, expertise
and experience for the position he / she is considered for the appointment. For
administrative convenience, the Managing Director is authorised to identify and appoint a
suitable person for the position of KMP (other than Managing / Whole-time Director) and
Senior Management.
3. The remuneration / compensation / commission, etc., as the case may
be, to the Managing / Whole-time Director is determined by the Nomination and Remuneration
Committee and recommended to the Board for approval. Such remuneration / compensation /
commission, etc., as the case may be, is subject to approval of the shareholders of the
Company and is in accordance with the provisions of the Companies Act, 2013 and Rules made
thereunder. Remuneration of KMP (other than Managing / Whole-time Director) and Senior
Management is decided by the Managing Director based on the standard market practice and
prevailing HR policies of the Company.
4. The remuneration / commission / sitting fees, as the case may be, to
the Non-Executive / Independent Director, is in accordance with the provisions of the
Companies Act, 2013 and the Rules made thereunder for the time being in force or as may be
decided by the Committee / Board / shareholders.
5. An Independent Director is not entitled to stock option of the
Company.
DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013
During the Financial Year 2021-22, Mr. Mark Saldanha, Managing Director
of the Company has also received remuneration of H 1,07,29,440.00 from the
Company's wholly owned subsidiary Time-Cap Laboratories Inc.
EVALUATION OF PERFORMANCE OF BOARD, COMMITTEE AND DIRECTORS
Performance evaluation of the Board as a whole, the Committees of
Directors and all individual Directors including Independent Directors has been carried
out for the year under review in accordance with the criteria framed pursuant to the
provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Guidance Notes issued by SEBI.
Performance Evaluation of each individual director including
independent director
A questionnaire containing performance evaluation criteria was
circulated to each Director including Independent Directors. The Directors filled-up the
questionnaire pertaining to other Directors (except for himself/herself) and submitted the
same to the Chairman of the Board for review.
The Nomination and Remuneration Committee also carried out performance
evaluation of each director of the Company for the year 2021-22. The evaluation of each
director was done by all the other directors (other than the director being evaluated) in
accordance with the performance criteria suggested by the Committee and applicable SEBI
Guidance Note.
Performance Evaluation of the Board and Committees of Directors
The Board reviewed a questionnaire containing performance criteria for
the Board and the Committees of Directors. For the evaluation, the Board took into
consideration composition of the Board and Committees of Directors, frequency of the
meetings, attendance of each directors at the Board and respective Committee Meetings,
discharge of key functions and responsibilities prescribed under law, effectiveness of
corporate governance practices in the Company, integrity of the Company's
accounting/auditing and financial reporting/control systems, etc.
All the independent directors of your Company also had a separate
meeting without the attendance of executive directors and management personnel and
reviewed the performance of the Board of Directors as a whole, the Chairman of the Board
and the executive non-independent directors during the year 2021-22. The independent
directors have also reviewed the quality, quantity and timeliness of flow of information
between the Company management and the directors that was necessary for the directors to
effectively and reasonably perform their duties.
The results of the above performance evaluations are satisfactory and
adequate and meet the requirement of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from all the Independent
Directors confirming that they meet the criteria of independence as laid down in Section
149(6) of the Companies Act, 2013 read with Schedule IV of the Act and rules made
thereunder, as well as Regulations 16(1)(b) of the SEBI Listing regulations and they have
registered themselves with the Independent Director's Database maintained by the
Indian Institute of Corporate Affairs. The Independent Directors also confirmed that they
are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties. In the
opinion of the Board, the independent directors fulfilled the conditions specified in the
above Act and Regulations and are independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company conducts Familiarization Programme for Independent
Directors to enable them to understand their roles, rights and responsibilities and
proactively keeps them informed of the activities of the Company, its management and
operations and provides an overall industry perspective as well as issues being faced by
the industry. Company's policy on the familiarization program for the independent
directors as well as details of familiarization programme imparted during the year is
available on the Company's weblink at http://marksanspharma.com/pdf/
familiarisation-programme-for-independent-directors-2021-22.pdf
COMMITTEES OF THE COMPANY
Currently, the Company has five committees; The Audit Committee, The
Nomination and Remuneration Committee, The Stakeholders' Relationship Committee, The
Corporate Social Responsibility Committee and The Risk Management Committee. Details of
the composition of these committees are given in the Corporate Governance Report section
of this Annual Report.
POLICIES AND CODES
Your Company always strives to promote and follow the highest level of
ethical standards in all its business transactions. SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandated formulation of certain policies and
codes for all listed companies. All the policies and codes adopted by your Company are
available on the weblink at http://marksanspharma. com/codes-policies.html. These policies
and codes are reviewed periodically by the Board and updated based on need and new
compliance requirement. Key policies and codes that have been adopted by the Company are
as follows:
Name of the Policy and Code |
Brief Description |
Code of Conduct for Directors & Employees |
The Code envisages directors and employees of the Company to
observe in day to day operations of the Company |
Code of Conduct to Regulate, Monitor and Report Trading in
securities |
The Code provides framework for dealing with securities of
the Company by directors and employees of the Company |
Policy on Related Party Transactions |
The Policy regulates all transactions between the Company and
its related parties |
Corporate Social Responsibility (CSR) Policy |
The Policy outlines Company's strategy to bring about a
positive impact on society |
Whistle Blower Policy (Vigil Mechanism) |
The Policy provides for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the
Company's codes of conduct and ethics |
Policy for determination of materiality of events or
information and disclosures |
The policy provides for determination of materiality of
events or information and disclosures of the same to stock exchanges |
Code of Practice and Procedure for Fair Disclosure of
Unpublished Price Sensitive Information |
The Code envisages fair disclosure of events and occurrences
that could impact price discovery in the market for the Company's securities. |
Policy for determining Material Subsidiary |
The Policy provides criteria when a subsidiary becomes a
material subsidiary |
Dividend Distribution Policy |
The Policy envisages criteria for distribution of dividend. |
Nomination and Remuneration Policy |
Policy provides for criteria for appointment and remuneration
of Directors and Employees of the Company. |
DEPOSITS
During the year under review, the Company has not accepted any deposit
within the meaning of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and therefore, there are no deposits which are
outstanding as on the date of the Balance Sheet.
LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014, are given in Note No. 44 of the notes to the Standalone
Financial Statements of the Company.
RESEARCH AND DEVELOPMENT (R&D)
Your Company is committed to continuously fund its R&D
capabilities. One of the Company's biggest strength lies in vibrant and productive
R&D function that has continuously placed your Company ahead through consistent
development of niche technology, processes and products. Your Company will continue to
invest in R&D to keep pace with the changing global scenario.
Your Company has a Research & Development Centre at Verna, Goa and
at Navi Mumbai, Maharashtra to foray into new segments, respond to globally unmet
therapeutic needs, enhance the Company's opportunity responsiveness and file a larger
number of ANDAs.
REGULATORY COMPLIANCES
Your Company's facilities in UK and USA are approved by UK MHRA
and US FDA respectively. The Goa facility has also gone through successful GMP audit by US
FDA, UK MHRA and Australian TGA Authorities.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this
report as Annexure - A.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place adequate system of internal control and
management information systems which covers all financial and operating functions. These
systems are designed in a manner which provides assurance with regard to maintenance of
strict accounting control, optimum efficiency in operations and utilization of resources
as well as financial reporting, protection of Company's tangible and intangible
assets and compliance with policies, applicable laws, rules and regulations. Your Company
has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. The Audit Committee has a process for timely check for compliance
with the operating systems, accounting procedures and policies. Major risks identified by
the Company are systematically addressed through mitigating action on continuing basis.
INFORMATION TECHNOLOGY
Your Company continues to make required investments in the Information
Technology area to cope up with the growing information needs necessary to manage
operations efficiently. Your Company has implemented state-of-the-art IT applications in
automating the processes in Quality, Manufacturing and R & D. Your Company has also
invested significant amount of resources to build IT platform to de-risk manufacturing
process and to adopt best practices in the industry. The implementations spread across Lab
automation, instrument integration and manufacturing execution systems. Your
Company's virtually every aspect of the business operations is carried out through
SAP (Systems Applications and Products in Data Processing) Enterprise Resource Planning.
HEALTH, SAFETY & ENVIRONMENT
Your Company is committed to ensure Safety and sound Health of the
employees at the work place. Your Company is also committed to strengthen pollution
prevention and waste management practices for a safe and healthy environment. The
Company's Plants are environment regulations compliant.
RELATED PARTY TRANSACTIONS
Your Company has not entered into any transaction during the year with
any related parties which are not at arm's length basis.
All Related Party Transactions (with the subsidiaries) that were
entered into during the financial year were in the ordinary course of business on
arm's length basis and repetitive in nature. These transactions were placed before
the Audit Committee for information and entered in the Register maintained under Section
189 of the Companies Act, 2013. The Audit Committee has granted omnibus (ad hoc) approval
for Related Party Transactions as per the provisions and restrictions contained in the
policy framed under Regulation 23 of the SEBI (LODR) Regulations, 2015. Company's
Policy on Related Party Transactions is available on the Company's weblink at
http://marksanspharma.com/pdf/Policy-on-materiality-of-related-party-transactions-and-on-dealing-with-related-party-transactions.pdf.
Particulars of related party transactions entered into during the FY 2021-22 have been
disclosed under Note No. 39(c) of the Notes to the Standalone Financial Statement. Details
of material transactions with the related parties entered into during the year is
disclosed in Form AOC 2 annexed to this report as
Annexure - B.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company has in place a Whistle Blower Policy to deal with instance
of fraud and mismanagement, if any. Under the policy, an effective vigil mechanism for
directors and employees has been established to report their genuine concerns, actual or
suspected fraud or violation of the Company's codes of conduct. The details of
establishment of the Whistle-Blower Policy have been disclosed on the Company's
weblink at http://marksanspharma.com/pdf/ whistle-blower-policy.pdf.
The said mechanism also provides for adequate safeguards against
victimisation of the persons who use such mechanism and makes provision for direct access
to the chairperson of the Audit Committee. During the financial year 2021-22, no employee
of the Company was denied access to the Audit Committee and there were no instances of any
unethical behaviour, actual or suspicious fraud or violation in the Company's
operational policies.
RISK MANAGEMENT SYSTEM
Your directors are aware of the risks associated with the
Company's business. Your Company makes timely and regular analyses of various risks
associated with the Company's business and takes corrective actions for
managing/mitigating the same. Your Company has institutionalized the policy/process for
identifying, minimizing and mitigating risks under the supervision of the Risk Management
Committee of the Company. The key risks and mitigation measures are also reviewed by the
Audit Committee. There is no element of risk which in the opinion of the Board may
threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Your company understands its responsibility towards the society,
community and environment and committed to spend sensibly to meet its CSR objectives. The
report on the CSR activities undertaken by the Company in the format prescribed under the
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is given in Annexure
C annexed to this Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is fully committed to uphold and maintain dignity of women
working in the Company and has zero tolerance towards any actions which may fall under the
ambit of sexual harassment at work place. The Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committees have been set up in compliance with provisions relating to the constitution of
Internal Complaints Committee under the said Act to redress complaints regarding sexual
harassment at Mumbai office, Goa plant and R & D Centre at Navi Mumbai. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. During the
year under review, the Company has not received any complaints related to sexual
harassment at any of the locations and the necessary annual report has been submitted to
the competent authority in this regard.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no orders passed by the Regulators/Courts/tribunal which
would impact the going concern status of the Company and its future operations. During the
year under review, securities of the Company were not suspended from trading in the stock
exchanges in which they are listed.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there is no change in the nature of
Business of the Company.
MATERIALCHANGES&COMMITMENTAFFECTING FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitments, affecting the
financial position of the Company between the end of the financial year of the Company to
which the financial statements relate and the date of this Report.
CORPORATE GOVERNANCE
Corporate Governance is an ethical business process to create and
enhance value of stakeholders and reputation of an organization. Your directors function
as trustee of the shareholders and ensure long term economic value for its stakeholders.
Pursuant to Schedule V of SEBI (LODR) Regulations, 2015, a detailed report on Corporate
Governance and a certificate from the Auditors regarding compliance with the conditions of
Corporate Governance is annexed to this report as Annexure - D.
ANNUAL RETURN
In accordance with the requirements of Section 92(3) of the Companies
Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return in the prescribed Format proposed to be submitted to the Registrar of
Companies for the financial year ended 31st March, 2022 is available in the Company's
weblink at http://marksanspharma. com/annual-reports.html.
INSOLVENCY AND BANKRUPTCY CODE 2016
There is no application made nor any proceeding pending under the
Insolvency and Bankruptcy Code 2016.
EMPLOYEES
The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed to this report as Annexure - E.
The statement showing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
report as
Annexure - F.
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The guiding principle of HR Policy at your Company is that the
"Intellectual Capital" and dedication of employees will help the Company emerge
as a successful player in this highly competitive scenario.
The recruitment procedure ensures that people with talent and the right
skill sets are selected. Nurturing of talent and a Performance Management System (PMS) is
in place to ensure that the coordinated efforts of our people lead to achievement of the
Business Goals of the company.
Empowerment and a motivational package ensure that employees keep
performing at peak levels. The HR Policy is directed towards creating "Ownership of
Goals" at each level and synchronizing the efforts of all employees to achieve the
company's quality and business goals.
Development of skills through mentoring and training by our seasoned
professionals ensures that the talent pool keeps expanding. The Leadership Role played by
our senior professionals helps to keep the next rung of leadership ready to take up the
challenges thrown up by the global market.
The management helps the process of decision making by decentralizing
and empowering professionals to execute tasks in a speedy manner. The management fosters
information sharing and free exchange of ideas. Above all, the sense of ownership and
empowerment to take decisions helps the Company to adapt and be ahead of the competition
in this rapidly changing global environment.
The industrial relation at all the plant sites of your Company is
cordial.
As on 31st March, 2022, the Company's permanent employee strength
was 890 (833 as on 31st March, 2021).
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) of the Companies Act, 2013,
your Directors confirm that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
- 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 at the end of the
financial year ended 31st March, 2022 and Profit of the Company for the period ended 31st
March, 2022;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
- the annual accounts have been prepared on a going concern basis;
- proper internal finance controls were in place and that the financial
controls were adequate and were operating effectively;
- they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the financial year 2021-22 forms
part of this Annual Report as required under Regulation 34(2) (f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as Annexure G.
AUDIT & AUDITORS
Statutory Audit:
The Auditors have issued an unmodified opinion on the Financial
Statements, both standalone and consolidated for the financial year ended 31st March,
2022.The Auditor's reports for the financial year 2021-22 do not contain any
qualification, reservation or adverse remark.
M/s. Bhuta Shah & Co. LLP, Chartered Accountants (ICAI Firm Regt.
No. W100100) were appointed as Statutory Auditors of the Company at the 26th Annual
General Meeting held on Thursday, 27th September, 2018 for a term of five (5) years i.e.
till the conclusion of the 31st Annual General Meeting of the Company. However, M/s. Bhuta
Shah & Co. LLP vide their resignation letter dated 30th May, 2022 have resigned as
Statutory Auditors of the Company with effect from 31st May, 2022 due to the reasons of
preoccupation in other assignments and voluminous audit related work involved. The Board
of Directors of the Company at their meeting held on 30th May, 2022, on the recommendation
of the Audit Committee, has appointed M S K A & Associates, Chartered Accountants
(ICAI Firm Regt. No. 105047W) to fill the Casual Vacancy caused due to resignation of M/s.
Bhuta Shah & Co. LLP till the conclusion of 30th AGM. The Board of Directors has also
recommended for regular appointment of M S K A & Associates as the statutory auditors
of the Company for a term of 5 consecutive years from the conclusion of 30th AGM till the
conclusion of 35th AGM of the Company.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board of Directors has appointed M/s Jinesh Dedhia & Associates, Practising
Company Secretaries (Membership No. 54731, Certificate of Practice No. 20229) as
Secretarial Auditor to undertake Secretarial Audit of the Company for the financial year
2021-22. The report of the Secretarial Auditor is annexed to this report as Annexure -
H. There are no qualifications, reservation or adverse remark made by the auditor in
their report.
Cost Audit:
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.However your Company is a 100% export oriented unit and therefore, it is
exempted from audit of its cost accounting records.
Reporting of Frauds:
There was no instance of any fraud during the year under review which
required the Statutory Auditors to report to the Audit Committee or the Board under
Section 143(12) of Act and Rules framed thereunder.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors' and
General Meetings', respectively.
APPRECIATION:
The directors place on record their appreciation for the contribution
made by the employees at all levels enabling the Company to achieve the performance during
the year under review.
The directors also appreciate the valuable co-operation and continued
support extended by Company's Bankers, Medical Professionals, Business Associates and
Investors who have put their faith in the Company.
|
For and on behalf of the Board of Directors of |
|
Marksans Pharma Limited |
Mumbai |
Mark Saldanha |
Dated : 29 July, 2022 |
Chairman & Managing Director |
|
DIN : 00020983 |
|