To,
The Members,
Your directors are pleased in presenting their 36th (Thirty-sixth)
Director's Report on the business and operations of your Company togetherwith the
Audited Financial Statements and the Auditors' Report of your Company for the
Financial Year ended, 31st March, 2025.
The summarized financial results for the year ended 31st March, 2025
are as under:
1. FINANCIAL SUMMARY:
(Amount in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
35,673.18 |
34,375.90 |
50,199.92 |
45,928.06 |
| Other Income |
837.55 |
819.99 |
9 32.91 |
6 09.68 |
| Total Revenue |
36,510.73 |
35,195.89 |
51,132.83 |
46,537.74 |
| Less: Expenses before Finance Cost and Depreciation |
22,477.37 |
21,153.51 |
31,204.67 |
27,762.2 |
| Less: (a) Finance Cost |
480.98 |
2 96.86 |
5 84.61 |
392.39 |
| (b) Depreciation |
611.72 |
514.81 |
1 ,059.04 |
901.31 |
| Profit /(Loss) before Tax |
12,940.66 |
13,230.71 |
18,284.51 |
17,481.84 |
| Less: Tax Expenses |
|
|
|
|
| (a) Current Tax |
3,313.32 |
3,401.61 |
4,361.55 |
4,045.50 |
| (b) Deferred Tax |
52.57 |
21.24 |
50.04 |
115.34 |
| (c)Tax of Earlier Year |
— |
- |
— |
— |
| Profit/(loss) for the year |
9,574.77 |
9,807.86 |
13,872.92 |
13,321.00 |
| less: Minority Interest in loss |
— |
— |
— |
— |
| Net Consolidated Profit for year |
|
|
13,872.92 |
13,321.00 |
2. INDIAN ACCOUNTING STANDARDS:
The Standalone and Consolidated financial statements for the year ended
March 31,2025, have been prepared in accordance with the Indian Accounting Standard
(‘Ind AS') notified under Section 133 of the Companies Act, 2013 (‘the
Act') read with the Companies (Indian Accounting Standard) Rules, 2015, as amended.
3. STATE OF COMPANY'S AFFAIRS:
During the period under review, the Company has earned total income of
INR 36,510.73 Lakhs and net profit of INR 9,574.77 Lakhs as compared to total income of
INR 35,195.89 Lakhs and net profit of INR 9,807.86 Lakhs in the previous year,
respectively.
4. ANNUAL RETURN:
In compliance with Section 92(3) and 134(3)(a) of the Act, Annual
Return is uploaded on Company's website and can be accessed at
https://www.sudeeppharma.com/.
5. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms 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) 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 and of the profit and loss of the company for that period;
(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; and
(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.
(f) 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.
6. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during
the year.
7. DIVIDEND:
With a view to conservation of profits, your directors do not recommend
any dividend for the Financial Year ended 31st March, 2025.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid in the last year.
9. CAPITAL STRUCTURE:
During the year under review there was change in Authorized and Paid-up
Share Capital of the Company, respectively.
The Company increased its Authorized Share Capital from INR
6,00,00,000/- which consisted of 60,00,000 of Equity Shares of the Nominal Face Value of
INR 10/- per Equity Share to INR
15.00. 00.000/- which consist of 1,20,00,000 Equity Shares of the
Nominal Face Value of INR 10/- per Equity Share and 15,00,000 Preference Shares of the
Nominal Face Value of INR 20/- per Preference Share.
Subsequently, the Company increased it Paid up capital for Issue of
Bonus Shares from INR 1,40,91,000/- to INR 3,80,45,700/- which consisted of 23,95,470
Equity Share of the Nominal Face Value of INR 10/- per Equity Share and 11,27,280
Preference Shares (Compulsory Convertible Preference Shares) of the Nominal value of INR
20/- per Preference Share.
Later, the Company once again increased its Paid-up Capital for Issue
of Bonus Equity Shares from INR 3,80,45,700/- to INR 9,72,27,890/- which consist of
59,18,219 Equity Share of the Nominal Face Value of INR 10/- per Equity Share and
11,27,280 Equity Shares of the Nominal value of INR 20/- per Preference Share.
Moreover, the Equity Shares and Preference Shares of the Company were
sub-divided from the Nominal Face Value of INR 10/- to the Face Value of INR 1 /- per
Equity Share and Nominal Face Value of INR 20/- to the Face value of INR 2/- per
Preference Share. As a Result, the Authorized Capital of the Company as on 31st March 2025
stood at INR 15,00,00,000/- comprising
12.00. 00.000 Equity Shares of INR 1/- per Share and 1,50,00,000
Preference Shares of INR 21- per Preference Share respectively and issued, subscribed and
paid-up Share capital of the Company stood at INR 11,97,73,490/- which consist of INR
9,72,27,890/- Equity Shares of the Face value of INR 1/- per Equity Share and INR
2,25,45,600/- Preference Shares (CCPS) of the Face value of INR 2/- per Equity Share
respectively.
Subsequently, post 31st March 2025, your Company has raised funds by
issue of 13,34,021 fully paid-up 0.001 % Compulsory Convertible Preference Shares class A
and 15,11,891 fully paid- up 0.001 % Compulsory Convertible Preference Shares class B of
the face value of INR 21- Per Share, at a Premium Amount of INR 560.21/- Per Share, for
cash, at an issue price (mutually agreed price) of INR 562.21/- per share aggregating to
INR 1,60,00,00,185.52/-, on a private placement basis. As a Result, the issued, subscribed
and paid-up Share capital of the Company stood at INR 12,54,65,314/- which consist of INR
9,72,27,890/- Equity Shares of the Face value of INR 1/- per Equity Share and INR
2,82,37,424/- Preference Shares (CCPS) of the Face value of INR 21- per Equity Share
respectively.
Post Private Placement there was no change in Authorized Share Capital
and paid-up Capital of the Company.
10. HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES:
During the year under review, the details of subsidiaries companies of
the Company are given below:
1. Sudeep Nutrition private Limited - Wholly Owned Subsidiary of the
Company,
2. Sudeep Advanced Materials Private Limited - Wholly Owned Subsidiary
the Company
3. Sudeep BV Netherland - Wholly Owned Subsidiary of the Company,
4. *Nutrition Supply Services (NSS)- Wholly Owned Subsidiary of Sudeep
BV Netherland and Step-down subsidiary of Sudeep Pharma Limited,
5. Sudeep Pharma USA INC-Wholly Owned Subsidiary of the Company,
* Not consolidated as acquired after 31st March 2025
During the year under review, as reported in the previous year report,
the Company exited the joint venture entered into with Rettenmaier Asia Holding GmbH,
Germany and Sujit Bhayani Family group retained the ownership and control of the Company.
The Company was not a Subsidiary of any other Company or Body Corporate.
The Company has not attached the Balance Sheet, Statement of Profit
& Loss Accounts and other documents of its Subsidiaries. As per the provisions of
Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing
brief financial details of the Subsidiaries and Associates for the Financial Year ended
31st March 2025, in Form AOC -1 is included in the Annual Report and shall form part of
this Report as "Annexure III". The annual accounts of the said Subsidiaries and
other related information will be made available to any member of the Company seeking such
information at any point of time and are also available for inspection by any member of
the Company at the Registered Office of the Company.
Further, pursuant to provisions of Section 136 of the Act, the
financial statements, including Consolidated Financial Statements of the Company along
with relevant documents and separate audited accounts in respect of Subsidiaries, are
available on the website of the Company at
https://www.sudeeppharma.com/financial-reports/.
During the year under review, on 24th August, 2024, the Company
incorporated a new WOS in India in the name of SUDEEP ADVANCED MATERIALS PRIVATE LIMITED
to manufacture, trade
and deal in all types of Anode and Cathode active battery materials
used in various batteries for electric vehicles and energy storage devices.
11. AMOUNT TRANSFERED TO RESERVES:
Your directors do not propose to carry any reserve during the Financial
Year ended 31st March, 2025.
12. DIRECTORS:
Your Company's Board comprises of the following directors:
| Sr. No. |
DIN |
Name of Directors |
Category |
Date of appointment |
Date of cessation |
| 1. |
01767427 |
Mr. Sujit Bhayani |
Chairman & Managing Director |
01.03.1995 |
NA |
| 2. |
08877823 |
Mr. ShanilBhayani |
Whole Time Director |
10.12.2021 |
NA |
| 3. |
10773491 |
Mr. Ajay Kandelkar |
Whole Time Director |
13.09.2024 |
NA |
| 4. |
01853823 |
Mr. Samaresh Parida |
Independent Director |
13.09.2024 |
NA |
| 5. |
02263845 |
Mr. Raghunandan Rao |
Independent Director |
13.09.2024 |
NA |
| 6. |
00177274 |
Mr. Sujit Gulati |
Independent Director |
13.09.2024 |
NA |
| 7. |
00165162 |
Ms. Reshma Patel |
Independent Director |
13.09.2024 |
NA |
| 8. |
00025654 |
Mr. Pranav Parikh* |
Nominee Director |
09.07.2024 |
NA |
| 9. |
07272449 |
Mr. Nils Uwe Gersonde |
Director |
26.10.2015 |
05.07.2024 |
| 10. |
07201172 |
Dr. Michael Rudolf Hempe |
Director |
26.10.2015 |
05.07.2024 |
*Mr. PranavParikh resigned w.e.f. 13.06.2025
13. CHANGE IN CONSTITUTION OF THE BOARD OF DIRECTORS:
During the year under review, several changes took place in the
composition of the Board of Directors in different categories, the details for the same
are as follows:
a. Resignation of Directors:
During the year under review, Mr. Nils Uwe Gersonde and Dr. Michael
Rudolf Hempe, resigned from the office w.e.f. 5th July 2024.
Investor J^omineoDireoton
Duringthe year under review, pursuant to Shareholders' Agreement
dated 02nd July, 2024, Board of Directors of the Company at its Meeting held on 9th July
2024 appointed Mr. Pranav Parikh, in the category of Professional and Non-Executive
Director, termed as "Investor Nominee Director" Subsequently, necessary approval
of the Shareholders was obtained for regularization of his appointment at the Extra
Ordinary General Meeting of the Company held on 10th July 2024, to hold the office as
"Investor Nominee Director".
During the year under review, Mr. Ajay Kandelkarwas appointed as an
Additional Director in the category of Executive Director and Professional by the Board of
Directors of the Company at its Meeting held on 13th September 2024. Subsequently,
necessary approval of the Shareholders was obtained for his appointment at the Extra
Ordinary General Meeting of the Company held on 26th October 2024, to hold the office of
Whole Time Director for a period of up-to 5 consecutive years with effect from 13th
September 2024.
During the year under review, Mr. Samaresh Parida, Mr. Sujit Gulati,
Mr. Raghunandan Rao and Ms. Reshma Patel were respectively appointed as Additional
Directors in the category of Independent Director (Non-Executive) by the Board of
Directors of the Company at its Meeting held on 13th September 2024. Subsequently,
necessary approval of the Shareholders was obtained for their appointment at the Extra
Ordinary General Meeting of the Company held on 26th October 2024 to hold the office of
Independent Director (Non-Executive) for a period of up-to 5 consecutive years with effect
from 13th September 2024.
e. Re-appointment of Director as Managing Director and Whole time
Director in the category of Executive Director:
During the year under review, Mr. Sujit Bhayani and Mr. Shanil Bhayani
were reappointed
as Managing Director and Whole Time Director, respectively in the
category of Executive Director and Promoter by the Board of Directors of the Company at
its Meeting held on 10th December 2024. Subsequently, necessary approval of the
Shareholders was obtained for their appointment at the Extra Ordinary General Meeting of
the Company held on 10th December 2024, to hold the office of Managing Director and Whole
Time Director, respectively for a period of up-to 5 consecutive years with effect from 1st
January 2025.
f. App.Qjntnient^LBesignatiQa ofJMI&mpa oy Secretary;
During the year under review, Mr. Hardik Makwana redesignated as
Manager-Secretarial & Compliances, who was earlier appointed as Company Secretary
& Compliance Officer of the Company, with effect from 10th December 2024 and pursuant
to Mr. Hardik Makwana's change in designation, Ms. Dimple Mehta, was appointed as
Company Secretary & Compliance Officer with effect from 10th December 2024 who has
joined the Organization on 23rd November 2024.
Re-appoi ntment:
At the 36th Annual General Meeting (AGM), following appointment /
re-appointment is being proposed:
Mr. Sujit Bhayani. Managing Director (DIN: 01767427). shall retire bv
rotation and being eligible, offers himself, for re-appointment.
Details of the proposal for the re-appointment of Mr. Sujit Bhayani
along with his brief resume is mentioned in the Explanatory Statement under Section 102 of
the Act and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the
Notice of the 36th AGM.
The Board recommends the re-appointment / appointment of the above
Director.
14. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFEICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
All the Independent Directors of the Company have given their
declarations to the Company under Section 149(7) of the Act that they meet the criteria of
independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations').
There has been no change in the circumstances affecting their status as
Independent Directors of the Company.
During the year under review, the Company did not have any pecuniary
relationship or transactions with any of its Independent Directors, other than payment of
sitting fees and reimbursement of expenses for attending meetings of Board and Committee
thereof in accordance with the provisions of Act and Listing Regulations.
15. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT AND
PAYMENT OF REMUNERATION AS PER APPLICABLE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT,
2013:
The provisions of Section 178 of the Companies Act, 2013 relating to
constitution of Nomination and Remuneration Committee and other related matters are in
place.
16. A STATEMENT INDICATING THE MANNER IN WHICH THE FORMAL ANNUAL
EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS:
During the year under review, the Company has conducted an Independent
Directors Meeting on 27th March 2025 to evaluate the Board and the Committees.
Subsequently, the Board has also evaluated the individual Directors at their meeting held
on 27th March 2025.
17. MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, considering the business exigencies, the
Board of Directors of the Company met "16" times, in respect of which proper
notices were given and the proceedings were properly recorded, signed and maintained in
the minute's book kept by the Company for the purpose. The intervening period between the
Board Meetings were well within the maximum time between the two meetings prescribed under
Section 173 of the Companies Act, 2013.
The relevant details of the meetings held during the year and
attendance of each director, are as under:
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
15-04-2024 |
2 |
2 |
| 2. |
29-05-2024 |
2 |
4 |
| 3. |
01-07-2024 |
2 |
2 |
| 4. |
05-07-2024 |
2 |
3 |
| 5. |
06-07-2024 |
2 |
2 |
| 6. |
06-07-2024 |
2 |
2 |
| 7. |
08-07-2024 |
2 |
2 |
| 8. |
09-07-2024 |
3 |
2 |
| 9. |
10-07-2024 |
3 |
3 |
| 10. |
17-08-2024 |
3 |
3 |
| 11. |
13-09-2024 |
3 |
3 |
| 12. |
04-10-2024 |
8 |
7 |
| 13. |
26-10-2024 |
8 |
8 |
| 14. |
26-10-2024 |
8 |
8 |
| 15. |
10-12-2024 |
8 |
8 |
| 16. |
27-03-2025 |
8 |
7 |
| Sr. No. |
Name of the Directors |
No. of
meetings
held |
No. of
meetings
attended |
Whether attended the last AGM attendance |
| 1. |
Mr. Sujit Bhayani |
16 |
16 |
Yes |
| 2. |
Mr. Shanil Bhayani |
16 |
16 |
Yes |
| 3 |
Mr. Ajay Kandelkar @ |
16 |
6 |
NA |
| 4. |
Mr. Samaresh Parida @ |
16 |
5 |
NA |
| 5. |
Mr. Raghunandan Rao @ |
16 |
6 |
NA |
| 6. |
Mr. Sujit Gulati @ |
16 |
6 |
NA |
| 7. |
Ms. Reshma Patel @ |
16 |
5 |
NA |
| 8. |
Mr. Pranav Parikh* |
16 |
8 |
NA |
| 9. |
Mr. Nils Uwe Gersonde # |
16 |
2 |
NA |
| 10. |
Dr. Michael Rudolf Hempe $ |
16 |
1 |
NA |
# Mr. Nils Uwe Gersonde resigned w.e.f. 05.07.2024 $Dr. Michael Rudolf
Hempe resigned w.e.f. 05.07.2024 *Mr. Pranav Parikh resigned w.e.f. 13.06.2025
@Mr. Ajay Kandelkarwas appointed as Whole Time Director and Mr. Samresh
Parida, Mr. Raghunandan Rao, Mr. Sujit Gulati and Ms. Reshma Patel were appointed as
Independent Directors of the Company w. e. f. 13th September2024.
18. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:
The details of Audit Committee meetings held duringthe year under
review are as follows:
| Sr. No. |
Name of the Directors |
No. of meetings held |
No. of meetings attended |
| 1. |
Mr. Samaresh Parida |
1 |
1 |
| 2. |
Ms. Reshma Patel |
1 |
1 |
| 3 |
Mr. Sujit Bhayani |
1 |
1 |
The details of Nomination & Remuneration Committee meetings held
duringthe year under
review are as follows:
| Sr. No. |
Name of the Directors |
No. of meetings held |
No. of meetings attended |
| 1. |
Ms. Reshma Patel |
2 |
2 |
| 2. |
Mr. Samaresh Parida |
2 |
2 |
| 3 |
Mr. Pranav Parikh* |
2 |
2 |
*Mr. Pranav Parikh resigned w. e.f. 13.06.2025 and due to his
resignation, the Committee got reconstituted and the Board has Appointed Mr. Sujit Gulati
as a Member of the Committee w.e.f. 17.06.2025.
The details of Corporate Social Responsibility Committee meetings held
during the year under review are as follows:
| Sr. No. |
Name of the Directors |
No. of meetings held |
No. of meetings attended |
| 1. |
Mr. Sujit Bhayani |
2 |
2 |
| 2. |
Mr. Shanil Bhayani |
2 |
2 |
| 3. |
Mr. Pranav Parikh |
2 |
2 |
| 4. |
Ms. Reshma Patel |
2 |
1 |
*Mr. Pranav Parikh resigned w. e. f. 13.06.2025. The Board took note
that as per the existing composition of the Committee it is not required to appoint
another member in the Committee.
The details of Stakeholders Relationship Committee meetings held during
the year under review are as follows:
| Sr. No. |
Name of the Directors |
No. of meetings held |
No. of meetings attended |
| 1. |
Mr. Sujit Gulati |
1 |
1 |
| 2. |
Mr. Raghunandan Rao |
1 |
1 |
| 3 |
Mr. Sujit Bhayani |
1 |
1 |
| 4. |
Mr. Shanil Bhayani |
1 |
1 |
The details of Risk Management Committee meetings held duringthe year
under review are as follows:
| Sr. No. |
Name of the Directors |
No. of meetings held |
No. of meetings attended |
| 1. |
Mr. Raghunandan Rao |
1 |
1 |
| 2. |
Mr. Sujit Gulati |
1 |
1 |
| 3 |
Mr. Sujit Bhayani |
1 |
1 |
| 4. |
Mr. Shanil Bhayani |
1 |
1 |
| 5. |
Mr. Pranav Parikh* |
1 |
1 |
*Mr. Pranav Parikh resigned w.e.f. 13.06.2025. The Board took note that
as per the existing composition of the Committee it is not required to appoint another
member in the Committee.
The details of Finance Committee meetings held during the year under
review are as follows:
| Sr. No. |
Name of the Directors |
No. of meetings held |
No. of meetings attended |
| 3 |
Mr. Sujit Bhayani |
2 |
1 |
| 4. |
Mr. Shanil Bhayani |
2 |
1 |
| 5. |
Mr. Pranav Parikh* |
2 |
2 |
| 4. |
Mr. Ajay Kandelkar |
2 |
2 |
*Mr. Pranav Parikh resigned w.e.f. 13.06.2025. The Board took note that
as per the existing composition of the Committee it is not required to appoint another
member in the Committee.
The details of Initial Public Offer Committee meetings held during the
year under review are as follows:
During the year under review there was no meeting for IPO Committee.
19. MEETINGS OF THE MEMBERS:
A. Particulars of the Annual General Meeting of the Company held during
the year under review:
During the year under review, the Company has conducted the 35th Annual
General Meeting (AGM) on 17th August 2024 for the last Financial Year ended on 31st March,
2024, the details whereof are furnished herein below:
| Sr. No. |
Date of AGM |
Total number of members entitled to attend
the meeting |
Number of members attended the meeting |
% of holding |
| 1. |
17.08.2024 |
8 |
7 |
94.65% |
B. Particulars of the Extra-Ordinary General Meeting of the Company
held duringthe year under review
During the year under review, the Company has conducted "06"
Extra-Ordinary General Meetings (EOGM), the details whereof are furnished herein below:
| Sr. No. |
Date of EOGM |
Total number of members entitled to attend
the meeting |
Number of members attended the meeting |
% of holding |
| 1. |
06-07-2024 |
5 |
5 |
100% |
| 2. |
06-07-2024 |
5 |
5 |
100% |
| 3 |
10-07-2024 |
8 |
8 |
100% |
| 4. |
26-10-2024 |
8 |
8 |
100% |
| 5. |
10-12-2024 |
8 |
8 |
100% |
| 6. |
31-03-2025 |
8 |
8 |
100% |
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
(A) Your Company has provided Corporate Guarantee on behalf its Wholly
Owned Subsidiary i.e. Sudeep Nutrition Private Limited to Citi Bank in the Financial Year
2021 -22. Post that there has been no Corporate Guarantee provided by the Company till
now.
(B) The Company has invested INR 10 Lakhs by subscribing 1,00,000 fully
paid-up Equity Shares of its Subsidiary Company namely Sudeep Advance Materials Private
Limited ("SAMP") of the face value of INR 10/- each. Except this, there were no
investments made by the Company under Section 186 of the Companies Act, 2013 during the
year under review.
(C) The Company has advanced inter corporate loan(s), aggregating to
INR 75,00,000/- and INR 13,00,00,000/- (Cumulative figure) to its Subsidiary Company
namely, Sudeep Advance Materials Private Limited and Sudeep Nutrition Private limited
respectively.
(D) Pursuant to the provisions of Section 186 of the Companies Act,
2013, the Company has held an outstanding investment of Euro 2,00,000 in the form of
securities of bodies corporate in Sudeep Pharma B V.
For further details please refer note nos.: 5 & 6 of the Standalone
Audited Financial Statements for the Financial Year ended on 31st March, 2025.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the
financial position of the Company between the end of the Financial Year and the date of
this report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN
FUTURE:
No significant and material orders were passed by the regulators or
courts or tribunals which affect the going concern status and future operation of the
Company.
23. PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED
PARTIES:
Duringthe year under review, in the ordinary course of its business,
the Company has entered in to contractual arrangements with related parties on arm's
length basis, the particulars of which are furnished in the Form AOC-2 which is attached
as Annexure: 1 to this report. (Annexure: 1)
24. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employee of your Company, who was employed throughout the
Financial Year, was in receipt of remuneration in aggregate of Rupees One Crore and Two
Lakhs or more or if employed for the part of the Financial Year was in receipt of
remuneration of Rupees Eight Lakh & Fifty Thousand or more per month.
Moreover, the details of employees as on 31st March, 2025 are given
herein below:
| Sr. No. |
Type of Employee |
Number |
| 1. |
Male |
427 |
| 2. |
Female |
53 |
| 3. |
Transgender |
0 |
| Total |
|
480 |
*Note: we have not considered the contract workers as a part of
employee.
25. SHARES:
The Company has not bought back any of its securities duringthe year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
The information about issue of Bonus Equity shares and Bonus Preference
shares are provided at Para No. 9 of this Report.
d. EMPLOYEES STOCK OPTION PLAN;
During the period under review, the Company did not provide any Stock
Option Scheme to the employees.
e. ANY OTHER ISSUE OF SHARES INCLUDING RIGHTS ISSUER-PRIVATE PLACEMENT
AUTHORIZED SHARE CAPITAL / REDEMPTION QF REDEEMABLE PREFERENCE SHARES;
During the year under review, there was change in Authorised and
Paid-up Share Capital of the Company, respectively. Except issue of Bonus equity shares
and Bonus Preference shares, the Company did not offer any further shares either under
rights issue or through preferential allotment of shares.
Please refer Para No. 9 of this report for a detailed disclosure.
f. PROPOSED IPO;
Your Company has officially filed its Draft Red Herring Prospectus
(DRHP) with the Securities and Exchange Board of India (SEBI), initiating the process for
its proposed initial public offering. The offer comprises a fresh issue of equity shares
worth ?95 crore, alongwith an offer for sale by the promoter group of up to 1,00,76,492
shares. The Company is known for manufacturing excipients and specialty ingredients for
pharmaceutical, food, and nutrition markets. The fresh capital raised will be directed
primarily toward capital expenditure to upgrade machinery at its Nandesari Facility I and
support other general corporate requirements. Your directors are hopeful to receive all
necessary approvals of SEBI, BSE and NSE in relation to its IPO in due course.
26. DEPOSITS:
During the period under review, the Company has not accepted or renewed
any amount falling within the purview of provisions of Section 73 of the Companies Act,
2013 ("Act") read with The Companies (Acceptance of Deposits) Rules, 2014.
A. The details relating to deposits received from Directors and / or
their relatives (exempted deposits in case of private limited company vide notification no
GSR 464(E) dated 05th June, 2015.
-Amount received from Directors during the year: NIL
-Amount remained unpaid or unclaimed as at the end of the year: NIL
-Amount outstanding as at the end of the year: NIL
B. The details relating to deposits, covered under Chapter V of the
Act:
-Amount received from Shareholders during the year: NIL -Amount
remained unpaid or unclaimed as at the end of the year: NIL -Amount outstanding as at the
end of the year: NIL
-Whether there has been any default in repayment of deposits or payment
of interest thereon duringthe year and if so, number of such cases and the total amount
involved:
(a) At the beginning of the year: NIL,
(b) Maximum during the year: NIL and
(c) At the end of the year: NIL
Hence, the requirementfor furnishing the details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.
27. STATUTORY AUDITORS:
M/s. B S R and Co., Chartered Accountants, Vadodara, having firm
registration number: 128510W were appointed as Statutory Auditors for a period of 5 years
in the 33rd Annual General Meeting (AGM) held on 28th June 2022 i.e. up to the conclusion
of the AGM to be held in relation to the Financial Year 2026-27. The said Auditors will
carry out the Audit pertaining to Financial Year 2026-27 on the terms of remuneration to
be decided mutually.
28. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing
Company Secretaries, Vadodara, Gujarat, to undertake the Secretarial Audit of the Company
for the Financial Year 2024-25. The Secretarial Audit Report (Form No. MR-3) issued by Mr.
Hemang Mehta, proprietor of H. M. Mehta & Associates, Vadodara is annexed herewith as
"Annexure - V". The Secretarial Audit Report does not contain any qualification,
reservation, disclaimer or adverse remarks.
29. COST AUDITORS:
Pursuant to Section 148 of the Act, read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company
in respect of manufacturing of Packaging Machines are required to be audited by a Cost
Accountant.
Your directors have appointed M/s. Chetan Gandhi & Associates, Cost
Accountants (firm registration number.: 101341) to carry-out the audit of the cost
accounts and records of the Company for the Financial Year 2024-25 on a remuneration of
INR 50,000/-.
30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS:
There were no qualifications, reservations or adverse remarks made by
the Auditors in their report.
31. INTERNAL AUDITOR:
During the year under review, the provisions of Section 138(1) of
Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 were applicable to the
Company. Accordingly, your directors have appointed M/s. Chirag Bhatt & Associates,
Chartered Accountants, Vadodara, having Firm Registration No.: 148286W to conduct the
Internal Audit of the Company for the Financial Year 2024-25.
32. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT U/S 143(12):
There were no frauds reported by the auditors under Section 143(12) of
Companies Act, 2013 during their course of audit for the Financial Year 2024-2025.
33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company's goal has always been to create an open and safe
workplace for every employee to feel empowered, irrespective of gender, sexual preferences
and other factors, and contribute to the best of their abilities. In line to make the
workplace a safe environment, the Company has set up a policy on prevention of sexual
harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the
Company has complied with the provisions under the PoSH Act relating to the framing of an
anti-sexual harassment policy and the constitution of an Internal Complaints Committee
("IC Committee"). The composition of the IC Committee is as follows:
| Sr No. |
Name of the Member |
Designation in the Organization |
Designation in the IC Committee |
| 1 |
Ms. Avani Belapurkar |
Management Employee |
Chairperson |
| 2 |
Ms. Sneha Chaudhary |
Management Employee |
Member |
| 3 |
Mr. Ishwar Nayi |
Management Employee |
Member |
| 4 |
Mr. GauravTripathi |
Management Employee |
Member |
| 5 |
Ms. Krupa Vyas |
Consultant |
Member |
Further, the details required as per the Notification no. G.S.R. 357(E)
dated 30th May, 2025, are furnished herein below:
| 1. |
Number of complaints of sexual harassment
received in the year |
Nil |
| 2. |
Number of complaints disposed-off during the
year |
Nil |
| 3. |
Number of cases pending for more than ninety
days |
Nil |
34. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961:
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Act, including paid maternity leave, continuity of
salary and service during the leave period, and post-maternity support such as nursing
breaks and flexible return-to-work options, as applicable. The Company remains committed
to fostering an inclusive and supportive work environment that upholds the rights and
welfare of its women employees in accordance with applicable laws.
35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTACY CODE 2016:
During the Financial Year under review, there were NO application(s)
made or proceeding were pending in the name of the company under the Insolvency and
Bankruptcy Code, 2016.
36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the Financial Year under review, there were NO one time
settlement of Loans taken from Banks and Financial institutions.
37. SECRETARIAL STANDARDS:
Your Company has complied with the Secretarial Standard-1 (Board
Meetings) and Secretarial Standard-2 (General Meetings) (together referred to as the
"Secretarial Standards"), as approved by the Central Government and issued by
the Institute of Company Secretaries of India (ICSI) under the provisions of Section
118(10) of the Companies Act, 2013.
38. INTERNAL CONTROL SYSTEMS:
The Company's internal control systems are adequate and
commensurate with the nature and size of the Company and it ensures:
• Timely and accurate financial reporting in accordance with
applicable accounting standards.
• Optimum utilization, efficient monitoring, timely maintenance
and safety of its assets.
• Compliance with applicable laws, regulations and management
policies.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to the provisions of Section 134(3) (m) of the
Companies Act, 2013 are furnished vide Annexure-2to the Board Report attached herewith.
40. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM:
The provisions of Section 177 of the Companies Act, 2013 read with Rule
6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, is applicable
to the Company and it is complied with.
41. CORPORATE SOCIAL RESPONSIBILITY:
The Company has developed CSR Policy and it is in the process of
implementing the CSR activities during the year under review. The Annual Report on
Company's CSR activities of the Company is furnished in Annexure: IV and attached to
this report.
42. STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:
During the year, the risk assessment parameters were reviewed. In the
opinion of the Board, there are no major elements of risk which has the potential of
threatening the existence of the Company.
43. APPLICABILITY OF THE AUDIT TRAIL AS PER RULE-11 OF THE COMPANIES
(AUDIT AND AUDITORS) RULES 2014:
The Company has used accounting software for maintaining its books of
account for the Financial Year ended 31st March, 2025 which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all
relevant transactions recorded in the software.
44. APPOINTMENT OF DESIGNATED PERSON AS PER RULE-9 OF THE COMPANIES
(MANAGEMENT AND ADMINISTRATION) RULES, 2014:
In accordance with Rule 9 of the Companies (Management and
Administration) Rules, 2014, the Company has appointed Mr. Sujit Bhayani, Managing
Director and Mr. Shanil Bhayani, Whole Time Director as Beneficial Owner Officer
("BOO").
45. OBTAINING THE INTERNATIONAL SECURITY IDENTIFICATION NUMBER
("ISIN") BY NONSMALL COMPANIES AS PER THE COMPANIES (PROSPECTUS AND ALLOTMENT OF
SECURITIES) SECOND AMENDMENT RULES, 2023:
As per the provisions of the Companies (Prospectus and Allotment of
Securities) Second Amendment Rules, 2023, the Company has appointed MUFG intime India
private limited as its Registrar and Transfer Agent and also obtained ISIN viz,
INE0QPI01025 (Equity Shares) and INEOQPI03021 (Preference shares) from the National
Securities Depository Limited ("NSDL"). The securities of the Company are being
issued and held in demat form.
46. ACKNOWLEDGEMENT:
Your Board takes this opportunity to place on record their appreciation
for the dedication and commitment of employees shown at all levels. Your Board also wishes
to place on record its appreciation for the services rendered by its auditors,
consultants, business partners, bankers, service providers as well as regulatory and
government authorities for extending support and placing their faith and trust on the
Board.
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