To
The Members of
Parenteral Drugs (India) Limited
The Directors of your Company are pleased to present the Board Report together with the
annual audited financial statements of the
Company for the financial year ended on 31 March, 2021.
FINANCIAL SUMMARY AND THE STATE OF COMPANY'S AFFAIRS
The summary of Company's standalone financial performance for the year ended 31 March,
2021 is summarized below:
| Particulars |
F.Y. |
F.Y. |
|
2020-2021 |
2019-2020 |
| Sales and Other Income |
1223.13 |
3212.66 |
| Profit/ (Loss) before Interest, Depreciation & Tax |
1170.8 |
(1443.18) |
| Less: |
|
|
| Finance cost |
12543.61 |
10995.57 |
| Depreciation and Amortization |
1732.65 |
1734.58 |
| Deferred Tax expenses |
(3275.90) |
(2766.34) |
| Profit/(Loss) after Interest, Depreciation & Tax |
(12171.14) |
(11406.99) |
| Items which will not be classified to statement of profit or loss after tax relating
to these items |
14.18 |
(31.2) |
| Total comprehensive income for the year |
(12156.96) |
(11438.19) |
The Company has two subsidiary companies i.e Parenteral Biotech Limited and Parenteral
Impex Limited. During the year under review, Parenteral Biotech Limited has booked a loss
of Rs.14759/- and Parenteral Impex Limited has not commence its operations yet.
DIVIDEND
Due to continuous losses, the Board skip recommending any dividend for the year under
review.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of section 134 of the Companies Act, 2013 and
applicable accounting standards, the audited consolidated financial statements are
provided in this Annual Report.
CORPORATE REVAMPING
The management of the Company is in regular talks with the bankers for the sanction of
an appropriate revival package/scheme for the Company and the bankers have sanctioned one
time settlement proposal against outstanding dues.
SUBSIDIARY COMPANIES
As on the date of the report, the Company has two (2) Indian subsidiary companies
namely: 1. Parenteral Biotech Limited and 2. Parenteral Impex Limited
A report on the performance and financial position of each of the subsidiary Company as
per the Companies Act, 2013 is annexed as
AOC-1 to the Consolidated Financial Statements and hence, not repeated for the sake
of brevity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Shri Govind Das Garg (DIN: 00520067) was re-appointed as
Whole-time Director of the Company on ,19 September, 2020 for a period of 3 (three) years
w.e.f. 1 January, 2021.
Shri Anil Mittal (DIN: 00039133) who retired by rotation was reappointed as Director of
the company at the annual general meeting held on 19 September, 2020.
Shri Manish Verma (DIN: 08168517) was appointed as an Independent Professional Director
for his second term w.e.f. 1 February, 2021 till 31 January, 2026.
In accordance with the provisions of Companies Act, 2013 and Articles of Association of
the Company Shri Govind Das Garg (DIN: 00520067), whole time Director of the Company is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under sub-section (6)
of section 149 of the Companies Act, 2013 and as per Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY
The salient features of Nomination and Remuneration Policy are as follows:
The policy of the Company on directors' appointment including criteria for determining
qualifications, positive attributes, independence of a Director and a policy relating to
remuneration of Directors, Key Managerial Personnels and other employees provided under
section 178 of the Companies Act, 2013 is in place. The remuneration policy is directed
towards rewarding performance based on review of achievements on a periodical basis. The
remuneration policy is in consonance with the existing industry practices.
The Company's policy on directors' appointment and remuneration and other matters
provided in section 178(3) of the Companies Act, 2013 is available on the website of the
Company i.e. www.pdindia.com.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
forming part of this Annual Report. The requisite certificates and declarations as
stipulated under the aforesaid Regulations forms an integral part to this Annual Report.
The trading in equity shares of the Company was suspended from both the Stock Exchanges
i.e. Bombay Stock Exchange and National Stock Exchange due to delay in payment of annual
listing fees for the previous financial year (s) and the year under review. However, the
Company has paid the annual listing fees for earlier financial years and the Company has
also applied for revocation procedure and the same is under process. During the year under
review, the trading in shares of the Company was allowed on trade to trade basis only on
first trading day of every week with effect from Monday, March 01, 2021.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party contracts / arrangements / transactions that were entered into by the
Company during the financial year under review were in the ordinary course of business and
on arm's length basis. During the year, the Company had entered into contracts /
arrangements / transactions with Infutec Healthcare Limited, Group Company which are
considered as material related party transactions in accordance with the policy of the
Company on materiality of related party transactions. The details of material related
party transactions are mentioned in Form No. AOC-2 annexed herewith as Annexure-I
to this report. The Policy on materiality of related party transactions and dealing with
related party transactions as approved by the Board may be assessed on the Company's web
link http://www.pdindia.com/docs/policyondealingwithrelatedpartytransactions.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated
in Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is provided in a separate section which forms
part of this Annual Report.
AUDITOR AND AUDITOR'S REPORT
M/s Singhal Jain & Co., Chartered Accountants, Jaipur, bearing Firm Registration
No. 013995C were appointed as the Statutory Auditors of the Company for a period of 5
(five) consecutive years at 33 Annual General Meeting (AGM) of the Company held on 29
September, 2017 on a remuneration mutually agreed upon by the Board of directors and the
statutory auditors. Their appointment was subject to ratification by the members at every
subsequent AGM held after the AGM held on 29 September, 2017 during the tenure of their
appointment. However, pursuant to amendment in section 139 of the Companies Act, 2013 vide
Companies
Amendment Act, 2017, effective from May 7 , 2018, the requirement of seeking
ratification of appointment of statutory auditors by the members has been withdrawn from
the statute. Hence, the resolution seeking ratification by the members for continuance for
their appointment at this AGM is not being sought.
The report of the Statutory Auditors does not contain any qualification, reservation or
adverse remark or disclaimer and the same is self-explanatory and does not call for any
further comments from the Board except that irregular deposit of statutory dues and the
litigations w.r.t. taxes provided in CARO Report to which Board hereby state that Company
is in continuous efforts to clear out the dues and as stated in Audit Report itself the
Company has taken appropriate stand before respective authorities.
Further w.r.t. outstanding bank borrowings, the fact and amount of default is stated in
Auditor's Report to which Board hereby state that bankers have sanctioned one time
settlement scheme and management is trying its best endeavor to arrange funds for the
payment of settlement amount.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s. Archna Maheshwari & Co., Practicing Company
Secretaries, to conduct Secretarial Audit of the
Company. The Secretarial Audit Report for the financial year ended 31 March, 2021 is
annexed herewith as Annexure-II in Form MR-3 to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark or disclaimer except related to non payment of annual listing fees of NSE and BSE
for financial year 2020-2021 to which management hereby states that due to COVID-19
pandemic and consequent lockdowns, the liquidity position of the Company is squeezed,
however, the company will shortly pay due annual listing fees of NSE and BSE.
COST AUDITOR AND COST RECORDS
Pursuant to the provisions of section 148 of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company is neither required to
maintain such accounts and cost records as specified in section 148 (1) of the Companies
Act, 2013 nor to appoint a Cost Auditor for the financial year 2020-21, as the turnover of
the Company is less than the threshold limit as specified for the pharmaceutical industry
under the Companies (Cost Records and Audit) Rules, 2014.
RISK MANAGEMENT POLICY
The Risk Management Policy for the Company has been developed and implemented which
identifies elements of risk which in the opinion of the Board may threaten the existence
of the Company.
DEPOSIT
The Company has not accepted deposits during the year under review. No amount has
remained unpaid or unclaimed as at the end of the year, therefore, there is no default in
repayment of deposits or payment of interest thereon during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO
Particulars pertaining to the Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings & Outgo as prescribed under section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, are annexed as Annexure-III and
the same is forming part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of sub-section (12) of section 197 of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Key Managerial Personnel) Rules,
2014, there are no employees drawing remuneration in excess of the limits set out in the
said rules. The other disclosures are annexed herewith as Annexure-IV to
this report.
A statement showing the names and particulars of the employees falling within the
purview of Rules 5(2) and 5(3) of the aforesaid Rules are provided in the Annual Report.
The Annual Report is being sent to the members of the Company excluding the aforesaid
information. Such particulars shall be made available to any member for information in
accordance with manner specified in Notice of ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134 of the Companies Act, 2013, with respect to
the Directors' Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended 31 March, 2021, the
applicable Indian Accounting Standards had been followed along with proper explanation
relating to material departures;
(ii) the directors had 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 on
31 March, 2021 and of the loss of the Company for the financial year ended on 31 March,
2021;
(iii) the directors had taken proper and sufficient care 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;
(iv) the directors had prepared the annual accounts for the financial year ended on 31
March, 2021 on a going concern basis;
(v) the directors had laid down internal financial controls to be followed by the
Company and that such internal controls are adequate and were operating effectively;
(vi) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and other applicable legal
provisions, if any, annual performance evaluation of Board was carried out by Independent
Directors in their separate meeting. Further, evaluation of the committees were carried
out by the the Board. The performance evaluation of all the Directors was carried out
individually by the Nomination and Remuneration Committee and in addition to it,
performance evaluation of executive directors was also carried out by the Independent
Directors at their separate meeting.
DISCLOSURES
i. There was no change in the nature of business of the Company during the year under
review.
ii. The composition of the Audit Committee of the Company is provided under Corporate
Governance Report forming part of this Annual Report. Further, all the recommendations
made by the Audit Committee were accepted by the Board.
iii. The details of establishment of Vigil Mechanism for directors and employees of the
Company are provided under Corporate Governance Report forming part of this Annual Report.
iv. There are no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year to which the
financial statements relate and the date of the Report.
v. There has been no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations in future.
vi. The internal financial controls with reference to the financial statements of the
Company are adequate and commensurate to the size of the Company.
vii. The Annual Return of the Company is placed on the website of the Company i.e.
http://www.pdindia.com/agm.html along with annual report.
viii. The Board of Directors met 4 (four) times during the financial year 2020-2021.
The details of the date(s) on which the meetings were held are given in the Corporate
Governance Report forming part of this Annual Report.
ix. During the year under review, the Company has neither given any guarantee or
provided any security in connection with a loan to any other body corporate or person nor
invested any fund in the securities of any other body corporate or extended loan to any
Company. During the year under review, the Company had no profits and therefore, the
Company does not propose to carry any amount to its reserves.
x. The provisions of section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 related to Corporate Social
Responsibility are not applicable as the Company does not meet the criteria specified
therein.
xi. Neither the Managing Director nor the Whole-Time Director of the Company is in
receipt of any remuneration or commission from any of its subsidiaries.
xii. There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of
the Act and Rules framed thereunder.
xiii. The Company is not required to give any disclosure under the provisions of
sub-section (3) of section 67 of the Companies Act, 2013.
xiv. The Company has complied with provisions relating to the constitution of Internal
Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and there were no case of sexual harassment reported
in the last financial year.
xv. All the amount of unclaimed dividend and the respective shares have already been
transferred in the preceding financial years to Investor Education and Protection Fund
(IEPF). The shareholders whose unpaid and unclaimed divided and/or have been transferred
to IEPF can claim the same in the prescribed form.
xvi. The valuation was done by the Bank through its own systems and procedures
involving its empanelled experts and the outcome was not shared with the company and
therefore, the valuation on the basis of which OTS was sanctioned by the Bank is not
within the knowledge of the Company.
xvii. During the year under review, there were 3 cases pending under the Insolvency and
Bankruptcy Code, 2016 (1) M/s. Ketan Pharma V/s. Parenteral Drugs (India) Limited: case is
settled by the Company and now is listed for withdrawal by the Applicant. (2) Hetero Drugs
Limited V/s. Parenteral Drugs (India) Limited: Court has recalled the ex-parte judgement
and decree dated 08th February, 2019 relating to application under Section 9 of IB Code
hence, Company has filed an application to dismiss the Company petition filed by applicant
being not maintainable on 20th August, 2021 (3) Punjab National Bank V/s. Parenteral Drugs
(India) Limited : Punjab National Bank has issued One Time Settlement letter and the
Company is in process of compliance of terms of OTS.
xviii. The Company has complied with Secretarial Standards applicable to it from time
to time.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the
assistance and co-operation received from Bankers, Government authorities, customers and
vendors during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services of executives, staff and workers of
the Company.
| Place: Indore |
For and on behalf of the Board |
| Date: 26 August, 2021 |
SD/- |
|
Manohar Lal Gupta |
|
Chairman |
|
DIN: 00040784 |
|