To
The Members of Bandaram Pharma Packtech Limited (formerly known as
Shiva Medicare Limited)
We have pleasure in presenting the Directors' Report on the
business and operations of the Company together with the audited Financial Statements for
the year ended 31st March, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS;
The performance of the Company during the year has been as under:
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
Revenue from Operations |
1,009.39 |
- |
1,873.18 |
Other Income (Including Exceptional Items) |
" |
|
|
Total Expenses |
982.17 |
1.01 |
1,859.65 |
Profit/Loss Before Tax |
27.22 |
(1.01) |
32.56 |
Less: Provision for Taxation |
6.80 |
- |
6.81 |
Profit t (Loss) After Tax |
20.42 |
(1.01) |
25.76 |
Other Comprehensive Income |
|
- |
- |
Total Comprehensive Income |
- |
- |
- |
Earning per Equity Share |
0.68 |
(0.03) |
0,47 |
Basic |
|
|
|
Diluted (in Rs.) |
0.68 |
(0.03) |
0.47 |
2, REVIEW OF OPERATIONS:
On Consolidated basis, the total revenue of the Company for the
Financial year 2022-23 is Rs. 1,873.18 Lakhs and recorded a net profit of Rs. 25.76 Lakhs
for the financial year 2022-23.
The Company has acquired VSR Paper and Packaging Limited on 26.04.2022.
On Standalone basis, the total revenue of the Company for the financial
year 2022-23 is Rs. 1,009.39 lakhs as against no turnover for the previous financial year.
The Company recorded a net profit of Rs. 20.42 Lakhs for the financial year 2022-23 and
has incurred loss of Rs. 1.01 Lakhs for the previous year.
3. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects are
provided under Management Discussion and Analysis report (Annexure 1), which has been
prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) regulations, 2015 and forms part of this Report.
4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:
During the period under review and upto the date of Board's Report
there was no change in the nature of Business.
5. RESERVES:
The Closing balance of reserves, including retained earnings, of the
Company as at March 31" 2023 is Rs. 7.40 Lakhs.
6. DIVIDEND:
The Directors are pleased to recommend a Dividend of Rs. 0.10/- (10
paisa) per equity share on the Paid-up Equity Share Capital of the Company for the
financial year 2022-23.
The total outgo on account of dividend, stands at Rs. 12,00,000/- for
which necessary provision has been made in the accounts. Pursuant to Finance Act 2020,
dividend income will be taxable in the hands of shareholders w.c.f. April 1, 2020 and the
Company is required to deduct tax at source from dividend paid to shareholders at the
prescribed rates. For the prescribed rates for various categories, the shareholders arc
requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are
requested to update their KYC requirements with the Company/Cameo Corporate Services Ltd
(in case of shares held in physical mode) and Depositories (in case of shares held in
demat mode). In case the Dividend payable to any shareholder exceeds Rs. 5000/- a tax of
7.5% will be deducted at source from the gross dividend. A Resident individual shareholder
with PAN and who is not liable to pay income tax can submit a yearly declaration in Form
No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to
infoshivamedicare@gmail.com by 11:59 p.m. 1STon 27.09.2023
Shareholders arc requested to note that in case their PAN is not
registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders
can avail beneficial rates under tax treaty between India and their country of residence,
subject to providing necessary documents i.e. No Permanent Establishment and Beneficial
Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may
be required to avail the tax treaty benefits by sending an email to
infoshivamedicare@gmail.com. The aforesaid declarations and documents need to be submitted
by the shareholders by 11:59 p.m. 1ST on 27.09.2023
7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no material changes and commitments affecting financial
position of the Company between 31st March 2023 and the date of Board's Report.
(i.e.,01.09.2023
However, the Company in its Extra-Ordinary General Meeting held on
07.03.2023 has approved to issue and allot Equity shares at an issue price of Rs. 10/- per
share in a proportion of 3:1 shares i.e., three equity shares for every 1 equity share
held in the Company of the face value of Rs. 10/- (Rupees ten only) each for cash at par
on a Rights basis for an amount not exceeding Rs. 9,00,00,000/- (Rupees Nine Crores Only).
The Board of Directors in their meeting held on 27.07.2023 has approved
the allotment of 90,00,000 Equity Shares on Rights basis.
8. BOARD MEETINGS:
The Board of Directors duly met Six (6) times on 26.04.2022,
30.05.2022, 22.07.2022, 06.09.2022, 09,11.2022 and 07.02.2023 and in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose.
9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MANANGERIAL PERSONNEL:
1. Ms. Aakanksha, was appointed as an Independent Director of the
Company w.e.f., 07.02.2023
2. Mr. B. Deepak Reddy, was appointed as a Managing Director of the
Company w.e.f., 07.02.2023
3. Change in designation of Mr. B. Muniratnam Reddy from Managing
Director to Non-Executive Chairman of the Company w.e.f., 07.02.2023
4. Ms. Aakanksha has resigned as Independent Director of the Company on
01.09.2023
5. Mr. Harish Sharma, resigned as company seceretary on 31.08.2023
6. Ms. Neha Kankariya has been appointed as Company Secretary w.e.f.,
01.09.2023
The Board places on record its sincere appreciation for the services
rendered by the Directors and ICMP's during their association with the company.
10. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under
review.
11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from all the Independent
Directors of the Company to the effect that they are meeting the criteria of independence
as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25
of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without
any external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).
In the opinion of the Board, all the Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8{5)(iiia) of the Companies (Accounts) Rules, 2014.
12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's
operations and businesses. Interaction with the Business heads and key executives of the
Company is also facilitated. Detailed presentations on important policies of the Company
is also made to the directors. Direct meetings with the Chairman are further facilitated
to familiarize the incumbent Director about die Company/its businesses and the group
practices.
13. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING
DIRECTORS' INDEPENDENCE:
1. Scope:
This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to become Directors and
to determine the independence of Directors, in case of their appointment as independent
Directors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a
Company.
2.2 "Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the Companies Act, 2013
and reg. 19 of SEBl (Listing Obligation and Disclosure Requirement), Regulations, 2015.
2.3 "Independent Director" means a director referred to in
sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. Policy:
3.1. Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience required of the Board
as a whole and its individual members. The objective is to have a board with diverse
background and experience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the NR
Committee may take into account factors, such as:
General understanding of the Company's business dynamics,
global business and social perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their
duties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfil the following
requirements:
shall possess a Director Identification Number;
- shall not be disqualified under the Companies Act, 2013;
- shall Endeavour to attend all Board Meeting and wherever he is
appointed as a Committee Member, the Committee Meeting;
shall abide by the code of Conduct established by the Company
for Directors and senior Management personnel;
shall disclose his concern or interest in any Company or
companies or bodies corporate, firms, or other association of individuals including his
shareholding at the first meeting of the Board in every financial year and thereafter
whenever there is a change in the disclosures already made;
Such other requirements as may be prescribed, from time to time,
under the Companies Act, 2013, SEB1 (Listing obligations and Disclosure Requirements)
Regulations, 2015and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the success of the
Company's business.
5.2 Criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and the Board shall
assess the same annually.
The Board shall re-assess determinations of independence when any new
interest or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with
guidelines as laid down in Companies Act, 2013 and rcg. 16(1) (b) of the SEBl (Listing
obligations and Disclosure Requirements) Regulations, 2015.
3.2.3 The Independent Director shall abide by the "Code for
Independent Directors "as specified in Schedule IV to the companies Act, 2013.
5.3 Other Directorships/ Committee Memberships
3,3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance Accordingly, members
should voluntarily limit their directorships in other listed public limited companies in
such a way that it does not interfere with their role as Director of the Company. The NR
Committee shall take into account the nature of, and the time involved in a Director
Service on other Boards, in evaluating the suitability of the individual Director and
making its recommendations to the Board,
A Director shall not serve as director in more than 20 companies of
which not more thanlO shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7
listed companies and not more than 3 listed companies in case lie is serving as a
whole-time Director in any listed Company.
3.3.4 A Director shall not be a member in more than 10 committee or act
chairman of more than5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit
committee and stakeholder's relationship committee of all public limited companies,
whether listed or not, shall be included and all other companies including private limited
companies, foreign companies and companies under section 8 of the Companies Act, 2013
shall be excluded.
REMUNERATION POLICY FOR DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and
Remuneration committee for recommending to the Board the remuneration of the directors,
key managerial personnel and other employees of the Company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a Director appointed to the Board of the
Company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The Company secretary;
(iii) The whole-time director;
(iv) The chief finance Officer; and
(v) Such other office as may be prescribed under the companies Act,
2013
2.3 "Nomination and Remuneration Committee" means the
committee constituted by Board in accordance with the provisions of section 178 of the
companies Act,20l3 and Reg. 19 of SEB1 (Listing obligations and Disclosure Requirements)
Regulations, 2015.
3. Policy:
3.1 Remuneration to Executive Director and Key Managerial Personnel
3.1.1 The Board on the recommendation of the Nomination and
Remuneration (NR) committee shall review and approve the remuneration payable to the
Executive Director of the Company within the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also
review and approve the remuneration payable to the key managerial personnel of the
Company.
3.1.3 The Remuneration structure to the Executive Director and key
managerial personnel shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Commission (Applicable in case of Executive Directors)
(iv) Retiral benefits
(v) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be
reviewed by the NR committee and Annual performance Bonus will be approved by the
committee based on the achievement against the Annual plan and Objectives.
5.4 Remuneration to Non-Executive Directors
3.2.1 The Board, on the recommendation of the Nomination and
Remuneration Committee, shall review and approve the remuneration payable to the
Non-Executive Directors of the Company within the overall limits approved by the
shareholders as per provisions of the Companies Act.
3.2,2 Non-Executivc Directors shall be entitled to sitting fees
attending the meetings of the Board and the Committees thereof. The Non-Executive
Directors shall also be entitled to profit related commission in addition to the sitting
fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles and
responsibilities in the organization. Individual remuneration shall be determined within
the appropriate grade and shall be based on various factors such as job profile skill
sets, seniority, experience and prevailing remuneration levels for equivalent jobs.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the
Companies Act, 2013 and on the basis of explanation given by the executives of the Company
and subject to disclosures in the Annual Accounts of the Company from time to time, we
state as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgment 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 or loss of the Company for that period;
c) That the Directors have 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) That the Directors have prepared the annual accounts on a going
concern basis:
e) That the Directors have lain down internal financial controls to be
followed by the Company and that such internal financial controls arc adequate and arc
operating effectively; and
f) That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems arc adequate and
operating effectively.
15. INVESTOR EDUCTION AND PROTECTION FUND (1EPF):
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("1EPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a
period of seven years and therefore no amount/share is required to be transferred to
Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the
Act.
16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
Company has Acquired 55% stake in VSR Paper and Packaging Limited on
26.04,2022 pursuant to the Orders of Hon'ble NCLT dated 07.02.2022.
From 26,04,2022 VSR Paper and Packaging Limited becomes the subsidiary
Company of the Company.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement containing the salient
features of the Financial statements of the Subsidiary company is prepared in Form AOC-1
and is attached as Annevurc 3 and forms part of (his report
17. ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return
is disclosed on the website at www.bandaramnharma.com.
18. AUDITORS:
a. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereafter, M/s. M.M. Reddy & Co., Chartered Accountants, was appointed as
statutory auditors of the Company w.e.f 10.03.2022 upto the conclusion of ensuing Annual
General Meeting.
Further, the Board in its meeting held on 06.09.2022 recommended the
appointment of M/s. M.M. Reddy & Co., as the Statutory Auditors of the Company for the
period of 4(four) years from the conclusion of Annual General Meeting held for the FY
2021-22 upto the conclusion of Annual General Meeting to be held for the FY 2025-26.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2023 and has noted that the same docs not have any
reservation, qualification or adverse remarks. However, the Board decided to further
strengthen the existing system and procedures to meet all kinds of challenges and growth
in the coming years.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3) (0 & Section 204 of
the Companies Act, 2013, the Board has appointed M/s. Manoj Parakh & Associates,
Practicing Company Secretaries to undertake Secretarial Audit of the Company for financial
year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide
(Annexurc-2) of this Report.
Annual Secretarial Compliance Report
Annual Secretarial Compliance Report is not applicable to the Company
for financial year ending 31.03.2023.
c. Cost Auditor
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act, arc not applicable for the Company for
the year 2022-23.
d. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies read with
rules made there under, the Board has appointed M/s P.J. Reddy & Co., Chartered
Accountants as Intemul Auditors of the Company.
19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditor's u/s 143(12)
during the year 2022-23.
20. INTERNAL AUDIT AND FINANCIAL CONTROLS:
The Company has adequate internal controls consistent with the nature
of business and size of the operations, to effectively provide for safety of its assets,
reliability of financial transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments
attracting the provision of Section 186 of the Companies Act, 2013 during the year under
review.
22. RELATED PARTY TRANSACTIONS;
All related party transactions that were entered into during the
Financial year were on arm's length basis and were in the ordinary course of
business. During the financial year 2022- 23, there were 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.
In line with the provisions of Section 177 of the Act read with the
Companies (Meetings of the Board and its Powers) Rules, 2014, approval for the estimated
value of transactions with the related parties for the financial year is obtained front
the Audit Committee. The transactions with the related parties are routine and repetitive
in nature.
The summary statement of transactions entered into with the related
parties pursuant to the approval so granted are reviewed and approved by the Audit
Committee and the Board of Directors on a quarterly basis. The summary statements arc
supported by an independent audit report certifying that the transactions are at an
arm's length basis and in the ordinary course of business.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as
Annexurc-4 to this report
23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review, no Company has become or ceased to become
its subsidiary, joint venture or associate Company. However, the Company has acquired
about 55% of stake in VSR Paper and Packaging on 26.04,2022 as per the resolution plan
approved by Hon'ble NCLT, Hyderabad Bench vide its order dated 07.02.2022.
24. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Section 134(3) (m) of the Companies
Act, 2013 is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible.
B. Research & Development and Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: NIL
2. Foreign Exchange Outgo: NIL
25. COMMITTEES:
1. AUDIT COMMITTEE: The Audit Committee of the Company is constituted
in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock
Exchange(s) read with Section 177 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.
II. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and
Remuneration Committee of the Company is constituted in line with the provisions of
Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section
178 of the Companies Act, 2013 are included in the Corporate Governance report, which
forms part of this report.
III. STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship
Committee of the Company is constituted in line with the provisions of Regulation 20 of
SEBI (LODR) Regulations with the Stock Exchanged) read with Section 178 of the Companies
Act, 2013 are included in the Corporate Governance report, which forms part of this
report.
26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil
Mechanism for Directors and employees to report genuine concerns has been established. It
also provides for necessary safeguards for protection against victimization for whistle
blowing in good faith.
Vigil Mechanism Policy lias been established by the Company for
directors and employees to report genuine concerns pursuant to die provisions of section
177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of
the Company.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE
AND CONTENTS OF CSR POLICY):
Since your Company does not have net worth of Rs. 500 Crores or more or
turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the
financial year, section 135 of the Companies Act, 20l3rclating to Corporate Social
Responsibility is not applicable and hence the Company need not adopt any Corporate Social
Responsibility Policy.
28. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies
(Accounts) Rules 2014, during the financial year under review.
29. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:
There are no significant and material orders passed by the regulators
'courts that would impact the going concern status of the Company and its future
operations.
30. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. The Company maintains appropriate
system of internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly.
Further, details of internal financial control and its adequacy are
included in the Management Discussion and Analysis Report which is appended as Annexure 1
and forms part of this Report.
31. INSURANCE:
The Company did not have any major asset during the year and
accordingly no insurance was taken.
32. CREDIT & GUARANTEE FACILITIES:
The Company has not availed credit and guarantee facilities.
33. RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process within
the Organization. Tire Company has a robust risk management framework to identify, monitor
and minimize risks and also to identify business opportunities. As a process, the risks
associated with the business are identified and prioritized based on severity, likelihood
and effectiveness of current detection. Such risks are reviewed by the senior management
on a periodical basis.
34. SHARE CAPITAL:
The authorised share capital of the Company as on 31.03.2023 is Rs.
12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crorc Twenty
Lakhs) Equity Shares of Rs.10/- each.
The paid-up share capital of the Company as on 31.03.2023 is Rs.
3,00,00,000/- (Rupees Three Crores only) divided into 30,00,000 (Thirty Lakhs) equity
shares of Rs .10.'- each,
FURTHER ISSUE OF SHARE CAPITAL:
The Company in its Extra Ordinary General Meeting held on 07.03.2023
has approved the issue of Equity Shares on Rights Basis.
Therefore, pursuant to the above mentioned corporate actions, as on
date the paid of the capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crores
only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity shares of Rs.10/- each.
35. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid-up capital of the Company is less than Rs. 10 Crores and
Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not
Applicable for the financial year 2022-23.
As on date the paid of the capital of the Company is Rs. 12,00,00,000/-
(Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity
shares of Rs.lO/- each pursuant to allotment of Equity shares on rights basis on
27.07.2023.
As a step towards Good Corporate Governance a section on the provisions
of corporate governance a section on the provisions of Corporate Governance are
incorporated in this Annual Report.
36. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI
(LODR) Regulation provides an overview of the affairs of the Company, its legal status and
autonomy, business environment, mission & objectives, sectoral and operational
performance, strengths, opportunities, constraints, strategy and risks and concerns, as
well as human resource and internal control systems is appended as Anncxure 1 for
information of the Members.
37. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all listed companies. All the
policies are available on our website www.bandaram.com .
38. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free
and is fully committed to its social responsibility. The Company has been taking upmost
care in complying with all pollution control measures from time to time strictly as per
the directions of the Government.
We would like to place on record our appreciation for the efforts made
by the management and the keen interest shown by the Employees of your Company in this
regard.
39. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all respects.
40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013:
The Company has in place an Anti Sexual-Harassment Policy in line with
the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. No Complaints were pending at the
beginning of the year or received during the year.
41. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexurc 5(a) to this
Report.
A statement showing the names of the top ten employees in terms of
remuneration drawn and the name of every employee is annexed to this Annual report as
Annexurc 5(b)
During the year, NONE of the employees (excluding Executive Directors)
is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and
above in aggregate per month, the limits specified under the Section 197(12) of the
Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
42. RATIO OF REMUNERATION TO EACH DIRECTOR
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2)
& (3) of the Companies (Appointment & Remuneration) Rules, 2014, the ratio of
remuneration to median employees is as mentioned in Annexurc 4(a)
43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2018, The Insider Trading Policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities. The Insider Trading Policy of the Company covering code of
practices and procedures for fair disclosure of unpublished price sensitive information
and code of conduct for the prevention of insider trading is available on our website
www.bandaram.com
44. SECRETARIAL STANDARDS:
Pursuant to the provisions of Section 118 of the Companies Act, 2013,
the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India and notified by Ministry of
Corporate Affairs.
45. MECHANISM FOR EVALUATION OF THE BOARD:
Evaluation of all Board members is performed on an annual basis. The
evaluation is performed by the Board and Independent Directors with specific focus on the
performance and effective functioning of the Board and Individual Directors.
In line with Securities and Exchange Board of India Circular No. SEBI/
HO/ CFD/ CMD/ CIR/ P/ 2017.' 004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria by Securities and Exchange Board of
India.
The Directors were given FIVE Forms for evaluation of the following:
(i) Evaluation of Board;
(ii) Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Chairperson; and
(v) Evaluation of Managing Director
The Directors were requested to give following ratings for each
criteria;
1. Could do more to meet expectations;
2. Meets expectations; and
3. Exceeds expectations.
The Directors have sent the duly filled forms to the Board. Based on
the evaluation done by the Directors, the report on Evaluation was submitted to the Board.
And based on the report, the Board of Directors has informed that the performance of
Directors is satisfactory,
46. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the
following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
RIGHTS ISSUE:
The Company in its Extra-Ordinary General Meeting held on 07.03.2023
has approved to issue and allot Equity shares at an issue price of Rs, 10/- per share in a
proportion of 3:1 shares i.e., three equity shares for every 1 equity share held in the
Company of the face value of Rs. 10/- (Rupees ten only) each for cash at par on a Rights
basis for an amount not exceeding Rs. 9,00,00,000. - (Rupees Nine Crores Only).
The Board of Directors in their meeting held on 27.07.2023 has approved
the allotment of 90,00,000 Equity Shares on Rights basis.
47. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one-time settlement of
loans taken from banks and financial Institutions.
48. CODE OF CONDUCT COMPLIANCE:
All Members of the Board and Senior Management have affirmed compliance
to the Code of Conduct for the Financial Year 2021-22, from their respective dale of
appointment. A declaration signed by the Managing Director affirming compliance with the
Company's Code of Conduct by the Board of Directors and Senior Management for the
Financial Year 2022-23 as required under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as Annexure 6.
49. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued growth and prosperity
of your Company. Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and shareholders of the
Company for their continued support for the growth of the Company.
|
For Bandaram Pharma Packtech
limited |
|
(formerly known as Shiva
Medicare Limited) |
|
Sd/- |
sdy- |
Place: Bengaluru |
B. Deepak Reddy |
B. Sathyavathi |
Date: 01.09.2023 |
Managing Director |
Director |
|
(DIN: 07074102) |
(DIN: 07638353) |
|