To
The Members
KWALITY PHARMACEUTICALS LIMITED.
Your Directors have pleasure in presenting the 40th Annual Report of
KWALITY PHARMACEUTICALS LIMITED along with the Audited Financial Statements for the year
ended 31st March 2023.
1) FINANCIAL HIGHLIGHTS
Our Company's financial performance for the year under review has
been encouraging and is summarized below
(Rupees in Lacs)
|
STANDALONE |
CONSOLIDATED |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
|
|
|
|
|
25099.47 |
45613.16 |
25103.01 |
45618.52 |
Other Income |
294.13 |
351.19 |
294.12 |
351.19 |
Total Income |
25393.60 |
45964.35 |
25397.13 |
45969.71 |
Less:- Depreciation and amortisation
expenses |
1491.88 |
1064.41 |
1495.84 |
1069.07 |
Less:- Finance cost |
602.04 |
291.73 |
602.04 |
291.73 |
Less:- Other Expenses |
19070.61 |
28440.72 |
19089.07 |
28452.22 |
Profit before exceptional items and tax |
4229.07 |
16167.49 |
4210.18 |
16156.69 |
Exceptional items |
1652.94 |
0.00 |
1652.94 |
0.00 |
Profit before tax |
2576.13 |
16167.49 |
2557.24 |
16156.69 |
Less: Provision for Taxation |
|
|
|
|
Current Tax |
648.36 |
4100.00 |
648.36 |
4100.00 |
Deferred Tax |
13.66 |
27.46 |
13.66 |
27.46 |
Tax for earlier Years |
-32.77 |
35.37 |
-32.77 |
35.37 |
Profit/(Loss) After Tax For |
1946.88 |
12004.66 |
1927.99 |
11993.85 |
The Year |
|
|
|
|
Other Comprehensive |
|
|
|
|
Income/(expense) for the year |
-32.57 |
-35.32 |
-43.93 |
-49.24 |
(net of tax) |
|
|
|
|
Total Comprehensive Income for |
1914.31 |
11969.34 |
1884.06 |
11944.62 |
the year |
|
|
|
|
Earnings per equity share |
|
|
|
|
[Nominal value of share Rs.10.00 |
|
|
|
|
each] |
|
|
|
|
Basic |
18.45 |
115.36 |
18.16 |
115.12 |
Diluted |
18.45 |
115.36 |
18.16 |
115.12 |
Note: The Company has first time adopted Indian Accounting Standards
(Ind AS) owing to migration to Main Board of BSE Limited w.e.f. 13th June, 2022 and the
figures mentioned are as per the Financials prepared on the basis of Ind AS.
2) PERFORMANCE REVIEW
During the year under review, on standalone basis, revenue of the
company was Rs. 25393.60 Lakhs as compared to Rs. 45964.35 Lakhs in the corresponding
previous year. The Company earned a profit after tax of Rs. 1946.88 Lakhs as compared to
Rs. 12004.66 Lakhs in the previous year.
On consolidated basis, revenue of the company was Rs.25397.13 Lakhs as
compared to Rs. 45969.71 Lakhs in the corresponding previous year. The Company earned a
profit after tax of Rs.1927.99 Lakhs as compared to Rs. 11993.85 Lakhs in the previous
year.
3) CHANGES IN NATURE OF BUSINESS
The Company is engaged in the business of manufacturing & trading
in Pharmaceuticals & allied products and there was no change in the nature of the
business of the Company during the year under review.
4) DIVIDEND
In order to conserve the resources, the Board of Directors does not
recommend any dividend for the financial year 2022-23.
5) RESERVES
During the financial year under review, there are no transfers to any
specific reserves.
6) ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on
the Company's website and can be accessed at
https://www.kwalitypharma.com/investor_relations.php
7) PARTICULARS OF EMPLOYEES REMUNERATION
The information pertaining to Section 197(12) read with Rule 5 (1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure A'. There is no employee drawing a salary
exceeding the limit prescribed under Section 197(12) read with Rule 5 (2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
8) ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)
The Audited Financial Statements for the financial year ended March 31,
2023 have been prepared in accordance with the Companies (Indian Accounting Standards)
Rules, 2015 (Ind-AS) prescribed under
Section 133 of the Companies Act, 2013 (hereinafter referred to as
"Act") and other recognized accounting practices and policies to the extent
applicable. The Company has adopted Indian Accounting Standards (Ind AS) with effect from
01st April, 2022.
9) DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the directors under section
164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the
directors of the company is disqualified under the provisions of the Companies Act, 2013
(Act') or under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
i) Changes in Directors
During the year under review, based on recommendation of Nomination and
Remuneration Committee, the Board had appointed Mr. Sachin Seth (DIN: 00466950) as Non-
Executive and Non- Independent Director of the Company with effect from August 04, 2022
and his appointment was approved by the Shareholders of the Company in subsequent annual
general meeting held on September 30, 2022.
Mr. Sachin Seth (DIN: 00466950) resigned from the position of
Non-Executive Director with effect from November 18, 2022 due to some other professional
commitments and pre-occupation.
Based on the recommendation of Nomination and Remuneration Committee,
the board had appointed
Mr. Neelmani Khemka (DIN: 09787109) as Additional Director
(Non-Executive and Independent) with effect from November 22, 2022 but Mr. Neelmani Khemka
resigned from the position of Director of the Company w.e.f. March 18, 2023 due to sudden
health problems.
Based on the recommendation of Nomination and Remuneration Committee,
the board had appointed
Mr. Prashanth Vellanki (DIN: 05182633) as Additional Director
(Non-Executive and Independent) with effect from March 16, 2023. In terms of Regulation
17(1C) of Listing Regulations, the said appointment has been duly approved by the
shareholders of the Company by way of special resolution passed through postal ballot on
June 14, 2023. Further, the Board is of the opinion that Mr. Prashanth Vellanki possesses
requisite qualifications, experience (including the proficiency) and expertise in his
respective fields and that he holds highest standards of integrity.
ii. RETIREMENT BY ROTATION
In accordance with the provisions of section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Ajay Kumar Arora and Mr. Aditya
Arora, directors retire by rotation at the ensuing Annual General Meeting and offer
themselves for reappointment.
iii. Key Managerial Personnel: The following are the Key Managerial
Personnel of the Company for the year:
Sr. No. |
Name of Person |
Designation |
1. |
Sh. Ramesh Arora |
Managing Director |
2. |
Sh. Ajay Kumar Arora |
Whole Time Director |
3. |
Sh. Aditya Arora |
Whole Time Director |
4. |
Smt. Anju Arora |
Whole Time Director |
5. |
Smt. Geeta Arora |
Whole Time Director |
6. |
Ms. Gurpreet Kaur |
Company Secretary |
10) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, 25 meetings of the Board of
Directors of the company were held and the details of which are given in the Corporate
Governance Report which is enclosed with director's report as "Annexure D".
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
11) COMMITTEES OF THE BOARD
The Board has constituted various committees to support the Board in
discharging its responsibilities. The following four committees are constituted by the
Board:
AUDIT COMMITTEE
The Audit Committee comprises of Sh. Pankaj Takkar as Chairman and Sh.
Kiran Kumar Verma and Sh. Aditya Arora as members. The details of term of reference of the
Audit Committee members, dates of meetings held and attendance of the Directors are given
separately in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Sh. Kiran Kumar
Verma as Chairman and Sh. Pankaj Takkar and Sh. Ravi Shanker Singh as members. The details
of term of reference of the Committee members, dates of meetings held and attendance of
the Directors are given in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises of Sh. Ravi Shanker
Singh as Chairman and Smt. Geeta Arora and Smt. Anju Arora as members. The details of term
of reference of the Committee members, dates of meetings held and attendance of the
Directors are given separately in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee is duly constituted in
terms of the requirement of Companies Act, 2013. During the financial year 2022-23, two
meetings were held on 16-06-2022 and 24-02-2023. The composition of Committee and
attendance of members is as follows:
Name |
Category |
Meetings held during 2022-23 |
No. of Meetings Attended |
Geeta Arora |
Chairperson |
2 |
2 |
Aditya Arora |
Member |
2 |
2 |
Pankaj Takkar |
Member |
2 |
2 |
12) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In view of the profits and turnover of the Company, your Company was
required to undertake CSR projects during the year 2022-23 under the provisions of section
135 of the Companies Act, 2013 and the rules made thereunder. As part of its initiatives
under Corporate Social Responsibility (CSR)", the Company has undertaken various
activities, which are in accordance with CSR Policy of the Company and Schedule VII of the
Companies Act, 2013.The Board has approved a CSR policy on the recommendations of the CSR
Committee. The Annual Report on CSR activities as required under Companies (Corporate
Social Responsibility) Rules, 2014 is set out at Annexure-C forming part of this Board
Report.
13) MEETINGS OF INDEPENDENT DIRECTORS:
The Independent Directors met on 31st March 2023 inter alia, to a)
review the performance of the Non-Independent Directors and the Board of Directors as a
whole; b) review the performance of the managing director of the Company, taking into
account the views of Executive Directors and Non-Executive Directors; c) assess the
quality, content and timeliness of the flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform its
duties.
14) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has one subsidiary company Kwality Pharmaceuticals
Africa, Limitada' at Maputo Province, Mozambique which is mainly engaged in the
Pharmaceuticals business. The Board reviewed the affairs of the Company's subsidiary
during the year at regular intervals. In accordance with section 129(3) of the Companies
Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and
its subsidiary, which forms part of this Annual Report. Further a statement containing
Salient features of the Financial Statements of its subsidiary in Form AOC-1 as given in
the annual report forms part of the Financial Statements.
15) MECHANISM FOR EVALUATING BOARD MEMBERS:
Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8
(4) of Companies Accounts Rules, 2014 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually, as well as the Board
Committees. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, frequency of committee meetings, their functioning etc.
The evaluation of the Directors were based on their attendance and
participation, acting in good faith and in the interests of the company as a whole,
exercising duties with due diligence and reasonable care, complying with legislations and
regulations in letter and spirit and such other factors.
In addition, the managing director was also evaluated on the key
aspects of his role. In a separate meeting of independent Directors, performance of non
independent directors, performance of the board as a whole and performance of the managing
director was evaluated, taking into account the views of executive directors and
non-executive directors.
Further, The Securities and Exchange Board of India (SEBI')
vide circular no. SEBI /HO /CFD / CMD/ CIR / P /2017 /004 dated January 05, 2017 had come
up with a "Guidance Note on Board Evaluation". The Board Evaluation framework of
the Company is aligning with this Guidance Note.
16) FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:
The Familiarization Program seeks to update the Independent Directors
on various matters covering Company's strategy, business model, operations,
organization structure, finance, risk management etc. It also seeks to update the
Independent Directors with their roles, rights, responsibilities, duties under the
Companies Act, 2013 and other statutes.
The policy and details of familiarization program imparted to the
Independent Directors of the Company is available at www.kwalitypharma.com .
17) STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company had received declarations from all the Independent
Directors of the Company confirming that they meet criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of Listing
Regulations. In the opinion of the Board, they fulfill the conditions of independence as
specified in the Act and the Listing Regulations and are independent of the management.
18) POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of the Directors, the
senior management and their remuneration. The remuneration policy is stated in the
Corporate Governance Report.
19) WHISTLE BLOWER POLICY
Pursuant to the Section 177(9) and (10) of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism
for Directors and Employees to report the management about the unethical behavior, fraud,
improper practice or violation of the Company's Code of Conduct or complaints
regarding accounting, auditing, internal controls or disclosure practices of the Company.
It gives a platform to the whistle blower to report any unethical or improper practice
(not necessarily violation of law) and to define processes for receiving and investigating
complaints. The mechanism provides adequate safeguards against victimization of employees
and directors who use such mechanism and makes provision for direct access to the Chairman
of the Audit Committee in exceptional cases. The Whistle Blower Policy is available on the
website of the Company www.kwalitypharma.com
20) VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established and Chairman of the Audit Committee is responsible for issue
pertaining to same.
21) RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is
committed to managing the risks in a proactive and efficient manner. Efficient risk
management is the key to achieving short term goals and sustained value creation over the
long term. A well-defined risk management mechanism covering the risk mapping and trend
analysis, risk exposures, potential impact and risk mitigation process is in place. The
objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
22) STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the rules framed thereunder, the Company in its Annual General Meeting held on 30th
day of September, 2019 had appointed M/s ARORA AGGARWAL & CO, Chartered Accountants,
Amritsar (FRN:021086N) as the Statutory Auditors of the Company for a period of Five
Consecutive years from the conclusion of the 36th Annual general Meeting, till the
conclusion of the 41st Annual General Meeting of the Company to be held in the year 2024.
The Companies Amendment Act, 2017 has dispensed the ratification of auditors appointment
at every Annual General Meeting. Accordingly the Ordinary Business Agenda item relating to
the ratification of the statutory Auditors appointment is not placed in the AGM notice.
23) AUDITORS' REPORT
M/s ARORA AGGARWAL & CO., Chartered Accountants, have submitted
their Report on the Financial Statements of the Company for the F.Y 2022-23, which forms
part of the Annual Report. There were no instances of frauds reported by the auditors
under section 143(12) of the Companies Act, 2013. The Audit Report does not contain any
qualification, reservation or adverse remark except the following:-
Qualification :- The company has transferred unspent CSR amount of Rs.
46,36,838 to a special account, within a period of 31 days from the end of the financial
year under section 135(6) of the Companies Act, 2013.
Explanation:- The company has to transfer the Unspent CSR amount to a
special account within a period of 30 days from the end of the financial year 2022-23
under section 135(6) of the Companies Act, 2013. But there was delay of one day in
transfer of this amount to aforesaid special account. The company has given all the
documents for account opening to Bank well in time but due to technical reasons on the
part of Bank, account was opened on 01-05-2023 instead of 30-04-2023. Bank has also
accepted its mistake and issued a letter to company that delay was only due to technical
reasons at its end.
24) COST AUDITOR
Pursuant to Section 148(3) of the Companies Act, 2013, M/s Verma
Khushwinder & Co., Cost Accountants, Jalandhar, were appointed as the Cost Auditors of
the Company for the financial year 2022-23 by the Board of Directors and their
remuneration was ratified by members at the 39th Annual General Meeting of the Company.
Further, the Board of Directors has appointed M/s Verma Khushwinder
& Co. as the Cost Auditors of the Company for the financial year 2023-24 and has also
fixed their remuneration. The Board has recommended the remuneration approved in its
meeting, for ratification by the shareholders in the ensuing AGM of the Company.
25) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
boards of directors have appointed M/s Rishi Mittal & Associates, Company Secretaries,
Amritsar as the Secretarial Auditors of the Company.
The Secretarial Audit Report for Financial Year 2022-23 forms part of
the Annual report as "Annexure B" to the Board's report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark except the
following:-
i.) There were certain instances of slight delay in filing requisite
information with BSE for which the BSE has pointed out the company during the financial
year.
Explanation: The slight delay of some minutes was due to technical
reasons only i.e. internet server problem, portal login problem and the company has
replied suitably in this regard to the satisfaction of BSE.
ii.) The company had purchased the Structured Digital Database (SDD)
software in October 2022 and it could not capture all the UPSI disseminated in the year
under review through SDD software.
Explanation: The Company was earlier maintaining the required data
manually and after purchase of SDD software, it started making compliance of the
provisions of regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 through SDD software only.
iii.) The company had received notice(s) from BSE regarding Non
Compliance of Regulation 17(1) of SEBI LODR Regulations, 2015 pertaining to the
composition of the Board during the year under review.
Explanation: The company has replied suitably in this regard to the
satisfaction of BSE.
26) REPORT ON CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of the
Corporate Governance aligned with the best practices. In compliance with the provisions of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate
report on corporate governance along with a certificate from practicing company secretary
on its compliance forms an integral part of this Board's Report.
A report on Corporate Governance as stipulated in Part C of Schedule V
of the Listing Regulations is provided in a separate section and is annexed to this Report
and marked as "Annexure D".
27) MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of the operations and performance of the Company is
set out in the Management Discussion and Analysis Report pursuant to Regulation 34 Part-B
of Schedule V of the (Listing Obligations and Disclosure Requirements)Regulations, 2015
which forms part of the Annual Report for the year under review as "Annexure E".
28) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
29) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis, in the ordinary course of business and
were in compliance with the applicable provisions of the Companies Act, 2013 (the
Act') and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015
and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no
related party transactions made by the Company with the Promoters, Directors and Key
Managerial Personnel which may have a potential conflict with the interest of the Company
at large.
The Board of Directors of the Company has approved the criteria for
giving the omnibus approval by the Audit Committee within the overall framework of the
Policy on Related Party Transactions. Omnibus approval was obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and at arm's length basis.
The transactions with the related parties have been disclosed in the
financial statements. During the year the company has not entered into any contracts /
arrangements / transactions with related parties which could be considered material in
accordance with policy of the Company on material related party transactions or under
section 188 (1) of the Act. Thus disclosure in Form AOC-2 is not required.
30) COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors state that they have devised proper systems to ensure
compliance with the Secretarial Standards and that such system are adequate and operating
effectively. During the year under review, the Company has complied with the provisions of
all the Secretarial Standards issued by the Institute of Company Secretaries of India and
approved by the Central Government under section 118 of the Companies Act, 2013.
31) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF 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 are no material changes and commitments, affecting the financial
performance of the Company that occurred during the Financial Year of the Company to which
the Financial Statements relate and date of this Report.
32) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS OUTGO:
The details pursuant to Section 134(3) of the Companies Act, 2013 read
with Rule 8, sub-rule (3) Companies (Accounts) Rules, 2014 relating to Conservation of
Energy, Technology absorption, Foreign Exchange earnings and outgo is provided as under :
A) Conservation of energy:
Steps taken for
conservation of energy |
The company is committed to continuously
improve energy performance and conserve energy in its various operations. Dedicated team
is continuously working to ensure efficient use of energy. |
|
To achieve above objectives the following
steps are taken by the Company:- |
|
? Energy efficient chiller installed |
|
? Installation of energy efficient blower
for HVAC system |
|
? Installation of Vapor Absorption Machine
for chilled water for Air Conditioning. |
|
? Condensate recovery improved, resulting
in Fuel and water reduction. |
|
? Utilisation of heat pump for hot water
generator and reducing steam consumption. |
|
? Old energy inefficient motors are
replaced with energy efficient motors. |
|
? Demand side air management for reducing
power consumption in air compressor. |
|
? Replacement of old energy inefficient
pump with energy efficient pump in cooling towers. |
|
? AHU automation for power reduction. |
|
? Energy efficient new compressed air dryer
installed |
|
? Flash steam recovery system installed to
recover waste heat. |
|
? Cooling tower online Chemical dosing and
blow down system installed to improve chiller approach. |
Steps taken for utilizing alternate sources
of energy |
Boiler fuel is shifted from conventional
fuel like furnace oil / high speed diesel with waste wood and pet coke for Steam
generation. |
Capital investment on energy conservation
equipment |
NIL |
(B) Technology absorption:
In the pursuit of innovation and sustainability, we focus on
initiatives to drive process developments and efficiency. Through robust management
practices, we ensure the optimisation of resources, reduction of costs and adherence to
environmentally conscious methodologies. The Company constantly reviews, optimizes and
improves its processes for its product range. These efforts have resulted in lower cost of
production, achieve consistent exports and be competitive in the global market.
(C) Foreign exchange earnings and Outgo:(in Rupees Lacs)
Particulars |
Year ended 31st March 2023 |
Year Ended 31st March 2022 |
|
( Rs. In Lakhs) |
( Rs. In Lakhs) |
Earnings |
|
|
Export Sales |
11976.85 |
29972.32 |
Outgo |
|
|
Capital Goods |
991.62 |
716.88 |
Raw Materials |
1877.94 |
6510.55 |
33) DEPOSITS
Your Company has not accepted any deposits from the public during the
year under review, within the meaning of Section 73 of the Companies Act, 2013 (the
Act) read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of
principle or interest on deposits from the public is outstanding as on the date of Balance
Sheet.
34) SHARE CAPITAL
During the year under review, there was no change in the paid-up equity
share capital of the Company which is as on 31st March, 2023, was Rs. 1037.62 Lakhs.
35) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY
EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
Annual Report 2022-23
The company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees as per Rule 16(4) of
Companies (share capital and debentures) Rules, 2014.
36) ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity share during the financial
year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule
8 of the Companies (Share Capital and Debentures) Rules, 2014.
37) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential voting
rights during the financial year as per Rule 4(4) of Companies (Share capital and
debentures) Rules, 2014.
38) ISSUE OF EMPLOYEE STOCK OPTION
The company has not issued any employee stock option during the
financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.
39) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has comprehensive and adequate internal financial controls
system for all major processes including financial statements to ensure reliability of
reporting. The system also helps management to have timely data/feedback on various
operational parameters for effective review. It also ensures proper safeguarding of assets
across the Company and its economical use. The internal financial controls system of the
Company is commensurate with the size, scale and complexity of its operations. The systems
and controls are periodically reviewed and modified based on the requirement.
The Company has an internal audit function which is empowered to
examine the adequacy and compliance with policies, plans and statutory requirements. It is
also responsible for assessing and improving the effectiveness of risk management, control
and governance process. The scope of Internal Audit is well defined and documented and the
audit committee reviews the observations of the Internal Audit critically. The composition
and working of the audit committee forms part of the Corporate Governance Report.
Internal audits are undertaken on a quarterly basis by Internal
Auditors covering all units and business operations to independently validate the existing
controls. Reports of the Internal Auditors are regularly reviewed by the management and
corrective action is initiated to strengthen the controls and enhance the effectiveness of
the existing systems. There were no observations or remarks reported by the said auditors
of the Company during the year under review.
40) COMPANY SECRETARY AND COMPLIANCE OFFICER
Ms. Gurpreet Kaur (M.No. 52091) is Company Secretary, KMP and
Compliance Officer of the Company.
41) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy on Prevention, Prohibition and
Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
policy has set guidelines on the redressal and enquiry process that is to be followed by
complainants, whilst dealing with issues related to sexual harassment at the work place.
All women employees (permanent, temporary, contractual and trainees) are covered under
this policy. An Internal Complaints Committee has been set up to redress the complaints
received regarding sexual harassment. Your Company did not receive any complaints during
the period under review.
42) PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in
accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015.
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 the
Company's website www.kwalitypharma.com
43) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
44) TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Members may please note that as per the provisions of Section 124 &
125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for
a period of seven years from the date of transfer to the Unpaid Dividend Account shall be
transferred to the Investor Education & Protection Fund.
Details of Unclaimed dividend as on 31st March, 2023 and due date of
transfer is as follows:
Type of Dividend |
Financial year ended |
No. of Shareholders who
have not claimed |
Unclaimed Amount (Rs.) |
Date of Declaration |
Due date of transfer to
IEPF |
Interim |
2016-17 |
3 |
31962 |
22.12.2016 |
28.01.2024 |
Mandatory Transfer of Shares to Demat Account of Investors Education
and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for
a consecutive period of seven years.
In terms of Section 124(6) of the Act, read with Rule 6 of the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, (as amended from time to time) (IEPFA Rules) shares on which dividend has not been
encashed or claimed by the shareholder for a period of seven consecutive years or more
shall be credited to the Demat Account of Investor Education and Protection Fund Authority
(IEPFA) within a period of thirty days of such shares becoming due to be so transferred.
Upon transfer of such shares, all benefits (like Dividend, bonus, etc.), if any, accruing
on such shares shall also be credited to such Demat Account and the voting rights on such
shares shall remain frozen till the rightful owner claims the shares. The members who have
a claim on Unclaimed Dividend / Shares may claim the same from IEPFA by submitting an
online application in the prescribed Form No. IEPF-5 available on the website
www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along
with requisite documents enumerated in Form No. IEPF-5. No claims shall lie against the
Company in respect of the Unclaimed Dividend / Shares so transferred.
45) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 Your
Directors' confirm that:
i. in the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards have 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 true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March, 2023 and of the profit of the
Company for that period; 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 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; iv. The Directors had prepared the annual accounts on a
going concern' basis; v. 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; and 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.
46) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Based on the recommendation of Nomination & Remuneration Committee,
the Board of Directors approved and adopted a Policy for selection, appointment and
remuneration of Directors, Key Managerial Personnel and other employees of the Company as
required under Section 178(3) of the Act. The Remuneration Policy on the appointment and
remuneration of Directors and Key Managerial Personnel provides a framework based on which
our human resources management aligns their recruitment plans for the strategic growth of
the Company. The policy may be accessed under the Investor Relations' section
on the website of the Company at the web link :-
https://www.kwalitypharma.com/assets/CORPORATE%20POLICIES_/Nomination%20_%20Remuneratio
n%20Policy.pdf
47) POSTAL BALLOT
During the year under review, no postal ballot resolutions were passed.
48) CASH FLOW STATEMENT
In due compliance of the listing agreement and in accordance with the
requirements prescribed by SEBI, the cash flow statement is prepared and is appended to
this Annual Report.
49.) Other disclosures
The Company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not applicable. No proceedings
against the Company is initiated or pending under the Insolvency and Bankruptcy Code,
2016. The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof Not Applicable.
50) INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
51) ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner so
as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
52) APPRECIATION
Your Company has been able to perform better with the continuous
improvement in all functions and areas which coupled with an efficient utilization of the
Company's resources led to sustainable and profitable growth of the Organization.
Your Directors express their deep sense of appreciation and extend their sincere thanks to
every employee and associates for their dedicated and sustained contribution and they look
forward the continuance of the same in future.
53) ACKNOWLEDGMENTS:
Your Board takes this opportunity to thank our, clients, business
partners, shareholders and bankers for the faith reposed in the Company and also thank the
Government of India, various regulatory authorities and agencies for their support and
looks forward to their continued encouragement. Your Directors are deeply touched by the
efforts, sincerity and loyalty displayed by the employees without whom the growth was
unattainable. Your Directors wish to thank the investors and shareholders for placing
immense faith in them and the plans designed for growth of your Company. Your Directors
seek and look forward to the same support in future and hope that they can continue to
satisfy you in the years to come.
For and on Behalf of the Board
|
Sd/- |
Sd/- |
|
(RAMESH ARORA) |
(AJAY KUMAR ARORA) |
Place: Amritsar |
Managing Director |
Whole Time Director |
Date: 06th September 2023 |
DIN: 00462656 |
DIN: 00462664 |
|