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Directors Report of Supriya Lifescience Ltd.
Mar 31, 2025
Your Director''s have pleasure in submitting their 17th Annual Report of the Company together with the Audited
Financial Statements of Accounts for the year ended March 31,2025.
1. FINANCIAL RESULTS:
The summarized standalone results of your Company are given in the table below: Amount in Million
|
FY Ended |
||
|
Particulars |
31/03/2025 |
31/03/2024 |
|
Net Sales / Income from Business Operations |
6,964.85 |
5703.70 |
|
Other Income |
98.15 |
106.35 |
|
Total Gross Revenue |
7,063.00 |
5810.05 |
|
Provision for Depreciation / Amortization |
204.44 |
158.11 |
|
Profit/loss) after Depreciation and before Provision for Tax |
2,484.80 |
1656.90 |
|
Less: Provision for Income Tax |
566.57 |
371.00 |
|
Less: Provision for Deferred Tax |
38.66 |
94.77 |
|
Net Profit/(Loss) After Tax |
1,879.58 |
1,191.14 |
|
Other Comprehensive Income |
(1.25) |
16.23 |
|
Total Comprehensive Income |
1,878.33 |
1207.37 |
|
Earnings Per Share (Basic & Diluted) |
23.35 |
14.80 |
|
Appropriations: Dividend on equity shares |
64.39 |
|
2. BUSINESS INFORMATION:
Your Company is engaged in Manufacturing of active
pharmaceuticals ingredients ("APIs") and are one of
the key Indian manufacturers and suppliers of APIs,
with a focus on research and development. The
products are registered with various international
regulatory authorities such as USFDA, EDQM,
NMPA (previously known as SFDA), KFDA, PMDA,
TGA ,Taiwan FDA and CADIFA, Brazil.
The business operations of your Company are
supported by a modern manufacturing facility
located in Parshuram Lote, Maharashtra. The
manufacturing facility is spread across 23,806 sq.
mts in 4 Manufacturing blocks segregated therapy
wise, having reactor capacity of 597 KL/ day and
seven cleanrooms. The API facility located at Lote,
Maharashtra, India has received approvals of USFDA,
EDQM/EUGMP Health Canada multiple times.
3. PERFORMANCE REVIEW:
Financial statements have been prepared in
accordance with the Indian Accounting Standards
(hereinafter referred to as the ''Ind AS'') as notified by
the Ministry of Corporate Affairs pursuant to Section
133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 as amended
from time to time and other relevant provisions of
the Act.
Some of the highlights of the operations for the
year are:
> Profit before Tax (PBT) for the year has grown
by 49.96% to H2,484.80 million as against a
PBT of H1,656.90 million for the last year.
> Tax Provision for the current year amounted
to H605.23million as against a tax provision of
H465.76 million for the last year.
> Profit after Tax (PAT) before other
comprehensive income for the year grew by
57.80% to H1,879.58 million as against a PAT of
H 1,191.14 million last year.
> Earnings Per Share of H2/- each works out to
H23.35 for the year as against H14.80 last year.
4. DIVIDEND:
Your Directors are pleased to recommend a dividend
of H1/- per equity share of H2/- each i.e. 50% for the
FY ended March 31, 2025, subject to approval of
members at the ensuing Annual General Meeting.
The Dividend, if approved by the members at the
ensuing Annual General Meeting, will result into an
outflow of H80.48 million.
5. DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your
Company has formulated a Dividend Distribution
Policy in accordance with which the dividend is
recommended by the Company. The said policy
is available on Company''s website at https://
supriyalifescience.com/assets/pdfs/corporate-
governance/policies/Dividend-Distribution-Policy.
pdf
6. TRANSFER OF UNCLAIMED/ UNPAID
AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND:
Your Company does not have any funds as
contemplated under Section 125 of the Act lying
unpaid or unclaimed which were required to be
transferred to Investor Education and Protection
Fund (IEPF).
7. TRANSFER TO RESERVE:
Your Company has not transferred any amount to
General Reserve for the FY ended March 31,2025.
8. DEPOSITS:
During the year under review, your Company has
neither accepted or renewed any deposits , nor
does the Company have any outstanding Deposits
in terms of Section 73 to 76 of the Companies
Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
9. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary, Joint
venture or Associate Company.
10. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change
in the nature of business of the Company.
11.SHARE CAPITAL:
The equity shares of your Company continues to
be listed and traded on BSE Limited and National
Stock Exchange of India Limited. The paid up
Equity Share Capital as at March 31, 2025 stood
at H160.97 million consisting of 8,04,82,800 equity
shares of H2/- each. During the year under review,
the Company did not issue any type of shares or
convertible securities or shares with differential
voting rights.
During the year under review, the Company has
not issued shares with differential voting rights
or granted any stock options or issued any sweat
equity or Bonus Shares. Further, the Company has
not bought back any of its securities during the year
under review and hence no details / information
were invited in this respect.
12. EMPLOYEES STOCK OPTION PLAN
The Company has no employee stock option scheme.
13. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and
commitments that have affected financial position
of the Company between the end of the financial
year March 31,2025 and the date of this Report.
14. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS :
Details of loans given, investments made ,
guarantees given or security provided, if any, as
per the provisions of Section 186 of the Act and
Regulation 34 (3) read with Schedule V of the SEBI
Listing Regulations are given in the notes to the
financial statements provided in this Annual Report.
15. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:
During the year under review, there were no
materially significant related party transactions
made by the Company with its related parties .
As a matter of policy, your Company carries out
transactions with related parties on an arms'' length
basis. Statement of these transactions is provided
in Notes to financial statements.
Accordingly, particulars of contracts or
arrangements with related parties referred to in
Section 188(1) along with the justification for
entering into such contract or arrangement in Form
AOC-2 does not form part of this report.
The Policy on Materiality of Related Party
Transactions and on dealing with Related Party
Transactions as approved by the Board is available
on the Company''s website at
https://supriyalifescience.com/assets/pdfs/
corporate-governance/policies/Policy-on-Related-
Party-Transactions.pdf
16. MANAGEMENT DISCUSSION & ANALYSIS
REPORT AND CORPORATE GOVERNANCE
REPORT:
In compliance with Regulation 34 of the SEBI Listing
Regulations, separate section on Management
Discussion and Analysis, as approved by the Board,
which includes details on the state of affairs of the
Company, forms part of this Annual Report.
Further, the Corporate Governance Report including
General Shareholder Information, as prescribed
under Schedule V to the SEBI Listing Regulations,
duly approved by the Board of Directors together
with the certificate from Secretarial Auditor
(Practicing Company Secretaries) confirming
compliance with the requirements of SEBI Listing
Regulations also forms part of this Annual Report.
17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
As on March 31, 2025, the Board of Directors of
your Company comprised of 10 Directors, viz., 5
Executive Directors and 5 Independent Directors
including 1 Woman Independent Director.
Mr. Balasaheb Sawant (DIN: 07743507) who retires
by rotation and being eligible offers himself for re¬
appointment at the Annual General Meeting.
The Board, based on recommendation of the
Nomination and Remuneration Committee (NRC'')
appointed Dr. Ganapati Dadasaheb Yadav (DIN:
02235661), and Dr. Sunil Subhash Bhagwat
(DIN: 10178976) as Non-Executive Independent
Director(s) of the Company w.e.f. January 24, 2025.
The said appointments were approved by members
by way of resolutions passed on April 23, 2025 via
postal ballot.
Ms. Shweta Singh, Company Secretary &
Compliance Officer (Key Managerial Personnel) of
the Company tendered resignation to pursue new
career opportunity w.e.f. close of business hours on
January 29, 2025.
Mr. Kedar Karmarkar (DIN No.:06499019) and
Mr. Bhairav Chokshi (DIN No.:03612527), Non¬
executive Independent Directors of the Company
ceased to be directors upon completion of their
second consecutive term of 5 years. Subsequently
they also ceased to be members of the Board
committees w.e.f. the close of business hours on
February 1, 2025.
Upon recommendation by the Nomination and
Remuneration Committee, the Board at its meeting
held on March 10, 2025, approved appointment of
Ms. Prachi Sathe as the Company Secretary and
Compliance Officer (Key Managerial Personnel) of
the Company w.e.f. March 10, 2025.
18. DECLARATION OF INDEPENDENT
DIRECTORS:
As required under Section 149 (7) of the Act, all the
Independent Directors on the Board of the Company
have given declarations that they meet the criteria
of independence as laid down in section 149 (6) of
the Act and Regulation 16 (1) (b) and Regulation 25
of SEBI Listing Regulations.
There has been no change in the circumstances
affecting their status as Independent Directors
of the Company. The Independent Directors
have confirmed that they have complied with the
Company''s Code of Conduct. They have also further
confirmed that they have registered their names in
the Independent Directors'' Databank.
In the opinion of the Board, they fulfil the conditions
of independence as specified in the Act and the
SEBI Listing Regulations and are independent of
the management. Further, the Board is also of the
opinion that all the Independent Directors of the
Company are persons of integrity and possess
relevant expertise and experience to act as
Independent Directors of the Company.
19. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5)
of the Companies Act, 2013 the Board hereby
states that:
a) In the preparation of annual accounts, the
applicable accounting standards have been
followed and no material departures have been
made from the same;
b) They had selected such accounting policies
and applied them consistently, and made
judgements 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 FY and of the profit and loss of the
Company for that period;
c) They had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding
assets of the Company and for preventing and
detecting fraud and other irregularities;
d) They had prepared annual accounts on a going
concern basis;
e) They 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
f) They had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
20. NOMINATION AND REMUNERATION POLICY:
The Policy on appointment and remuneration of
Directors, Key Managerial Persons and Senior
Management including criteria for determining
qualifications, positive attributes and director''s
independence as required under Section 178(3) of
the Companies Act, 2013 and Regulation 19 read
with Schedule II Part D of SEBI Listing Regulations
has been formulated by the Company. The Policy
is available on the website of the Company at
https://supriyalifescience.com/assets/pdfs/
corporate-governance/policies/Nomination-and-
Remuneration-Policy.pdf
21. REMUNERATION DETAILS OF DIRECTORS,
KMP AND EMPLOYEES:
The non-executive directors of the Company had
no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement
of expenses, if any.
A statement comprising the details required in
terms of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
has been provided in Annexure I to this report.
22. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:
The particulars of employees in compliance with
the provisions of Section 134 (3) (q) read with Rule
5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
will be provided to the shareholder upon request.
The said information is open for inspection and any
Member interested in obtaining a copy of the same
may write to the Company at cs@supriyalifescience.
com.
23. MEETINGS OF BOARD OF DIRECTORS:
The details of Board Meetings held during the year
are given in the Corporate Governance Report.
24. MEETINGS OF BOARD COMMITTEES:
As required under the Act and the SEBI Listing
Regulations, the Company has formed all the
statutory committees namely, Audit Committee,
Nomination and Remuneration Committee,
Stakeholders'' Relationship Committee, Corporate
Social Responsibility Committee and Risk
Management Committee.
The details pertaining to the composition of the
Committee as of March 31,2025 including its terms
of reference and attendance of directors at the
Committee Meetings are provided in the Corporate
Governance Report.
There have been no instances where the Board did
not accept the recommendations of its committees,
including the Audit Committee.
25. PERFORMANCE EVALUATION:
The Board of Directors carried out an annual
evaluation of its own performance, of the
Committees of the Board and of the Chairperson and
individual directors pursuant to the provisions of the
Companies Act, 2013 and SEBI Listing Regulations.
Performance evaluation was carried out on the
basis of criteria approved by Nomination and
Remuneration Committee. Feedback was given
by the Directors individually and the committees
through a structured questionnaire for performance
evaluation of the Board, its committees and
individual directors.
In a separate meeting of the Independent Directors,
performance of the Chairman, non-independent
directors and the Board as a whole was evaluated
considering the views of the non independent
directors and the same was discussed in the Board
Meeting. Performance evaluation of Independent
Directors is done by the entire Board of Directors
(excluding the Directors being evaluated).
26. FAMILIARISATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:
The Company conducts familiarization program for
Independent Directors and the details are uploaded
on the website of the Company on the below
mentioned link:
https://www.supriyalifescience.com/assets/pdfs/
corporate-governance/policies/Familiarization-
Programme-for-Independent-Directors.pdf
27. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY:
The Company''s Audit Committee vide its term
of reference has established a vigil mechanism
by adopting a Whistle Blower Policy in terms of
Section 177(10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The Policy enables the employees concerned to
report concerns about illegal or unethical practices,
suspected fraud, violation of Code of Conduct
if any . The details of the Policy are explained in
the Report on Corporate Governance and are also
available on the website of the Company at
https://supriyalifescience.com/assets/pdfs/
corporate-governance/policies/Whistle-Blower-
Policy.pdf
28. RISK MANAGEMENT POLICY:
The Company has constituted a Risk Management
Committee in compliance with Regulation 21,
of SEBI Listing Regulations in order to identify,
evaluate business risks and opportunities. The
Company has also formulated a policy viz. Risk
Management Policy for identification, evaluation
and mitigation of operational, strategic and external
risks. This strategy seeks to create transparency,
minimize adverse impact on the business objectives
and enhance the Company''s competitive advantage
and helps in identifying risks trends, exposure and
potential impact analysis at a Company level as also
separately for different business segments.
More details on risks, threats and mitigation plans
have been disclosed in the section "Management
Discussion and Analysis Report" forming part of
this report.
29.INTERNAL FINANCIAL CONTROLS:
Internal financial controls are an integrated part of
the risk management process, addressing financial
statements and financial reporting risks. The internal
financial controls have been documented, digitized,
and embedded in the business processes. An
assurance of the effectiveness of internal financial
controls is obtained through management reviews
control, self-assessment, continuous monitoring by
functional experts as well as testing of the internal
financial control systems by external consultants
on behalf of the management at least once a year.
We believe that these systems provide reasonable
assurance that our internal financial controls are
designed effectively and operating as intended.
Details in respect of adequacy on internal financial
controls concerning the Financial Statements are
stated in the Management Discussion and Analysis
Section which forms part of this Annual Report.
30.AUDITORS
a) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the
Act, and rules made thereunder, M/s. Kakaria &
Associates LLP, Chartered Accountants, (Firm
Registration No. 104558W/W100601) were
appointed as Statutory Auditors of the Company
for a second term of five consecutive years, to hold
office from the conclusion of the 14th AGM held on
September 16, 2022 until the conclusion of 19th
AGM of the Company to be held in the calendar
year 2027.
M/s. Kakaria & Associates LLP, Chartered
Accountants, have submitted their Report on
the Financial Statements of the Company for the
FY 2024-25, which forms part of the Annual Report
2024-2025. There are no observations (including
any qualification, reservation, adverse remark or
disclaimer) of the Auditors in the Audit Reports
issued by them which call for any explanation
from the Board of Director. The Auditors have also
confirmed that they have subjected themselves to
the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of
the ICAI.
b) SECRETARIAL AUDITORS:
As per Regulation 24A of SEBI LODR Regulations,
2015, it is proposed to appoint M/s. DSM &
Associates, Peer Reviewed Firm of Company
Secretaries in Practice, as the Secretarial Auditors
of the Company for 1st term of 5 (five) consecutive
years commencing from the FY 2025-26 till
FY 2029-30 subject to approval of the shareholders
at the ensuing Annual General meeting.
The Secretarial Audit Report required pursuant to
subsection (3) of Section 134 and Section 204 (1)
of the Companies Act, 2013, is given in Annexure
II to this report.
c) COST AUDITORS:
As per Section 148 of the Act read with Companies
(Cost Records and Audit) Rules 2014, M/s.
Rampurawala Mohammed A & Co, Cost Accountants,
Mumbai, Firm Registration No. 003011 have been
re-appointed as Cost Auditors for the FY 2024-25
to conduct cost audit of the accounts maintained
by the Company in respect of the various products
prescribed under the applicable Cost Audit
Rules. The remuneration of Cost Auditors has
been approved by the Board of Directors on the
recommendation of Audit Committee. The requisite
resolution for ratification of remuneration of Cost
Auditors by members of the Company has been set
out in the Notice of ensuing AGM. The Cost Auditors
have certified that their appointment is within the
limits of Section 141(3)(g) of the Act and that they
are not disqualified from appointment within the
meaning of the said Act.
d) INTERNAL AUDITORS:
M/s. Nair & Panickers Audit & Advisory Services,
were appointed as the internal auditors of
the Company. During the year, the Company
continued to implement their suggestions and
recommendations to improve internal controls.
The Company''s internal control systems are well
established and are commensurate with the nature
of its business and the size and complexity of its
operations. The recommendations/ suggestions of
the internal auditors are reviewed and approved by
the Audit Committee at their quarterly meetings.
M/s. MP Nair & Associates, Chartered Accountants
are appointed by the Board as Internal Auditor of
the Company for conducting the Internal Audit and
to issue report for the FY 2025-26.
31. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, no instances of fraud
committed against the Company by its officers
or employees were reported by the auditors, viz.
Statutory Auditors, Secretarial Auditors, Cost
Auditors to the Audit Committee as required under
Section 143(12) of the Act
32. CORPORATE SOCIAL RESPONSIBILITY:
The Board of Directors has constituted Corporate
Social Responsibility Committee (CSR Committee)
consisting of members viz. Dr. Satish Wagh
(Chairman), Dr. Saloni Wagh, and Dr. Sunil Bhagwat.
41.APPLICATIONS UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:
There were no applications made by the Company
or upon the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under
review. There are no proceedings pending under
the Insolvency and Bankruptcy Code, 2016 by /
against the Company as on March 31, 2025.
42.SAFETY:
The Company conducts regularly Safety audit and
Environment audit through competent authorities
for its manufacturing facilities located at Lote and
Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by
the Company was adopted by the Board on the
recommendation of the CSR Committee. The policy
can be accessed at https://supriyalifescience.com/
assets/pdfs/corporate-governance/policies/CSR-
Policy.pdf
The CSR Committee confirms that the
implementation and monitoring of the CSR Policy
was done in compliance with the CSR objectives
and policy of the Company.
Annual Report on Corporate Social Responsibility
as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed as
Annexure III to this Report. During the year, no
revision was made to the CSR Policy of the Company.
33.BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:
In compliance with Regulation 34(2)(f) of the SEBI
Listing Regulations read with SEBI circular dated
May 10, 2021, the Company has presented the
BRSR, for FY 2024-25 in a separate section of
this report.
34.SECRETARIAL STANDARD:
The Directors state that the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India, relating to Meetings of Board of
Directors and General Meetings respectively, have
been duly complied with.
35. EXTRACT OF ANNUAL RETURN:
The Annual Return as on March 31, 2025 in the
prescribed Form No. MGT-7, pursuant to section
92 of the Act is available on the website of the
Company at https://supriyalifescience.com/ir-
annual-report-return.php
36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to Conservation of
Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under Section 134
(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014
is furnished in Annexure IV and is attached to
this report.
37. DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has adopted 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.
During the year, no complaints or allegations of
sexual harassment were filed with the Company.
The Company has complied with the relevant
provisions under the Maternity Benefits Act, 1961.
38. CODE FOR PREVENTION OF INSIDER
TRADING:
Your Company has adopted a Code of Conduct
to regulate, monitor and report trading by insiders
as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 which can be accessed at
https://supriyalifescience.com/assets/pdfs/corporate-
governance/policies/Code-of-conduct-to-Regulate-
monitor-and-report-trading-in-securities-by-insiders.
pdf
This Code of Conduct also includes code for
practices and procedures for fair disclosure of
unpublished price sensitive information which has
been made available at https://supriyalifescience.
com/assets/pdfs/corporate-governance/policies/
Code-for-Fair-Discolures-of-UPSI.pdf
39. CREDIT RATING
Details of credit rating ascribed by rating agencies
are disclosed in Corporate Governance Report
forming part of this Annual Report. The strong credit
rating reaffirmed is a reflection of the Company''s
strong financial position and discipline.
40. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:
There are no Material orders passed by the judicial
or quasi-Judicial authority which affects the Going
Concern Status of the Company during the year
under review.
Ambernath. The Company also organises various
safety awareness programs to impart safety training
to its employees.
43.ACKNOWLEDGEMENTS:
The Board of Directors places on record sincere
gratitude and appreciation for all the employees
of the Company. Our consistent growth has
been possible through their hard work, solidarity,
cooperation, and dedication during the year. The
Board conveys its appreciation for its customers,
shareholders, suppliers as well as vendors, bankers,
business associates, regulatory, and government
authorities for their continued support.
For and on Behalf of the Board of Directors
For Supriya Lifescience Limited
Dr. Satish Waman Wagh
Place: Mumbai Chairman and Executive Director
Date: August 13, 2025 DIN: 01456982
Mar 31, 2024
Your Directors have pleasure in submitting their 16th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31,2024.
|
FINANCIAL RESULTS: The summarized standalone results of your Company are given in the table below: |
Amount in Million |
|
|
Particulars |
For the year ended |
For the Year ended |
|
31/03/2024 |
*31/03/2023 |
|
|
Net Sales / Income from Business Operations |
5703.70 |
4609.38 |
|
Other Income |
106.35 |
94.89 |
|
Total Gross Revenue |
5810.05 |
4704.27 |
|
Provision for Depreciation / Amortization |
158.11 |
118.15 |
|
Profit/(loss) after Depreciation and before Provision for Tax |
1656.90 |
1234.87 |
|
Less: Provision for Income Tax (including for earlier years) |
371.00 |
306.81 |
|
Less: Provision for Deferred Tax |
94.77 |
29.49 |
|
Net Profit/(Loss) After Tax |
1191.14 |
898.57 |
|
Other Comprehensive Income |
16.23 |
(12.57) |
|
Total Comprehensive Income |
1207.37 |
886.00 |
|
Earnings Per Share (Basic & Diluted) |
14.80 |
11.16 |
|
*Previous year''s Figures have been regrouped/rearranged wherever necessary. |
||
BUSINESS INFORMATION:
Your Company is engaged in Manufacturing of active pharmaceuticals ingredients ("APIs") and are one of the key Indian manufacturers and suppliers of APIs, with a focus on research and development. The products are registered with various international regulatory authorities such as USFDA, EDQM, NMPA (previously known as SFDA), KFDA, PMDA, TGA and Taiwan FDA.
The business operations of your Company are supported by a modern manufacturing facility located in Parshuram Lote, Maharashtra. The manufacturing facility is spread across 23,806 sq. mts in 4 Manufacturing blocks segregated therapy wise, having reactor capacity of 597 KL/ day and seven cleanrooms. The API facility located at Lote, Maharashtra, India is multiple times USFDA, EDQM/EUGMP approved, and Health Canada approved.
PERFORMANCE REVIEW:
Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ''Ind AS'') as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.
Some of the highlights of the operations for the year are:
m Profit before Tax (PBT) for the year has grown by 34% to H1656.90 million as against a PBT of H1234.87 million for the last year.
a Tax Provision for the current year amounted to H465.76 million as against a tax provision of H336.30 million for the last year.
a Profit after Tax (PAT) before other comprehensive income for the year grew by 32.56% to H 1191.14 million as against a PAT of H898.57 million last year.
« Earnings Per Share of H2/- each works out to H14.80 for the year as against H11.16 last year.
DIVIDEND:
Your Directors are pleased to recommend a dividend of H0.80/-per equity share of H2/- each, i.e., 40% for the FY ended March 31, 2024, subject to approval of members at the ensuing Annual General Meeting. The Dividend, if approved by the members at the ensuing Annual General Meeting, will result into an outflow of H64.38 million.
As members are aware, with effect from April 01, 2020, the
Government has abolished the dividend distribution tax and dividend income is now taxable in the hands of shareholder.
Hence payment of dividend to members will be subject to tax deduction at source (TDS) as per statutory requirement.
The dividend recommended is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy is available on the Company''s website and can be accessed at https:// suprivalifescience.com/assets/pdfs/corporate-governance/ policies/Dividend-Distribution-Policy.pdf
TRANSFER OF UNCLAIMED/ UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).
RESERVE:
Your Company has not transferred any amount to General Reserve for the FY ended March 31,2024.
DEPOSITS:
During the year under review, your Company has neither accepted / renewed any deposits during the year nor has any outstanding Deposits in terms of Section 73 - 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary, Joint venture or Associate Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business of the Company.
SHARE CAPITAL:
The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited.
The paid up Equity Share Capital as at March 31, 2024 stood at H160.97 million consisting of 8,04,82,800 equity shares of H2/- each. During the year under review, the Company did not issue any type of shares or convertible securities or shares with differential voting rights.
During the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the FY under review and hence no details / information invited in this respect.
Your Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE and BSE.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year March 31, 2024 and the date of this Report. Further, there is no change in the nature of business of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Details of loans given, investments made or guarantees given or security provided, if any, as per the provisions of Section 186 of the Act and Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There are no materially significant related party transactions made by the Company with related parties which may have potential conflict of interest with the Company at large. As a matter of policy, your Company carries out transactions with related parties on an arms'' length basis. Statement of these transactions is given at Notes to financial statements.
Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of this report.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at https:// supriyalifescience.com/assets/pdfs/corporate-governance/ policies/Policv-on-Related-Partv-Transactions.pdf
REGISTRAR AND SHARE TRANSFER AGENT:
M/s. Link Intime India Private Limited acts as a Registrar and Share Transfer Agent of the Company. The ISIN allotted to the Company after subdivision is INE07RO01027. As of March 31,2024, all Equity Shares of the total shares have been dematerialized.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis Report as required pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, ("Listing Regulations") is disclosed separately and forming part of Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed
the Management Discussion and Analysis Report of the Company for the year ended March 31,2024.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2024, the Board of Directors of your Company comprised of 10 Directors, viz., 5 Executive Directors and 5 Independent Directors including 1 woman Independent Director.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Smita Satish Wagh (DIN: 00833912) retires by rotation at the Annual General Meeting being eligible offers herself for reappointment. The Board recommends here re-appointment.
During the year Dr. Shekhar Bhaskar Bhirud was appointed as President - Business Development, Strategy and R&D designated as Key Managerial Personnel of the Company w.e.f. May 26, 2023.
During the year under review, Mr. Manoj Deo Dorlikar (DIN: 09844876) was appointed as Whole Time Director and Key Managerial Personnel of the Company for a period of 3 years from January 23, 2023 to January 22, 2026 by the Board of Directors of the Company at its meeting held on January 23, 2023 based on the recommendation of the Nomination & Remuneration Committee (NRC) and subject to approval by the members of the Company by way of Postal Ballot. Mr. Manoj Deo Dorlikar (DIN: 09844876) resigned as Whole Time Director and Key Managerial Personnel of the Company w.e.f. May 26, 2023.
Mr. Balasaheb Gulabrao Sawant (DIN: 07743507) was appointed as Whole Time Director and Key Managerial Personnel of the Company for a period of 3 years from May 26, 2023 to May 25, 2026 by the Board of Directors of the Company at its meeting held on May 26, 2023 based on the recommendation of the Nomination & Remuneration Committee (NRC) and subject to approval by the members of the Company by way of Postal Ballot.
Dr. Satish Waman Wagh (DIN: 01456982) was appointed as the Whole Time Director and Key Managerial Personnel designated as Chairman of the Company for a period of 3 years from August 1, 2024 to July 31,2027 by the Board of Directors of the Company at its meeting held on May 28, 2024 based on the recommendation of the Nomination & Remuneration Committee (NRC) and subject to approval by the members of the Company by way of Postal Ballot.
Dr. Saloni Satish Wagh (DIN: 08491410) and Ms. Shivani Satish Wagh (DIN: 08491420) was appointed as the Managing Director and Joint Managing Director respectively designated as Key Managerial Personnel of the Company for a period of 3 years from August 1,2024 to July 31, 2027 by the Board of Directors of the Company at its meeting held on May 28, 2024 based on the recommendation of the Nomination & Remuneration Committee
(NRC) and subject to approval by the members of the Company by way of Postal Ballot.
The appointment of Mr. Manoj Deo Dorlikar, Mr. Balasaheb Gulabrao Sawant, Dr. Satish Waman Wagh, Dr. Saloni Satish Wagh and Ms. Shivani Satish Wagh for the term as mentioned above was subsequently approved by the shareholders of the Company through Special resolutions passed with the requisite majority by way of postal ballot via remote e-voting on April 22, 2023, July 31,
2023, and July 28, 2024 respectively.
Mr. Rajeev Kumar Jain, Chief Executive Officer and Key Managerial Personnel has retired from the services with effect from June 14,
2024, on attaining the age of superannuation.
Pursuant to provision of Section 203 of the Companies Act, 2013, the Key Managerial Person (KMP) of the Company as on March 31, 2024 is as follows:
« Dr. Satish Waman Wagh -Chairman & Managing Director
K Mrs. Smita Satish Wagh - Whole Time Director
a Dr. Saloni Satish Wagh - Whole Time Director
a Ms. Shivani Satish Wagh - Whole Time Director
<« Mr. Balasaheb Gulabrao Sawant - Whole Time Director
m Mr. Rajeev Kumar Jain - Chief Executive Officer
« Mr. Krishna Raghunathan - Chief Financial Officer
a Ms. Shweta Shivdhari Singh - Company Secretary & Compliance Officer
DECLARATION OF INDEPENDENT DIRECTORS:
The Board of Directors of the Company comprises optimal number of Independent Directors. The following Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013 ("the Act"):
1. Mr. Bhairav Manojbhai Chokshi (DIN: 03612527)
2. Mr. Kedar Shankar Karmarkar (DIN: 06499019)
3. Mr. Dinesh Navnitlal Modi (DIN: 00004556)
4. Mr. Dileep Kumar Jain (DIN: 00380311)
5. Dr. Neelam Yashpal Arora (DIN: 01603068)
As required under Section 149 (7) of the Act, all the Independent Directors on the Board of the Company have given declarations that they meet the criteria of independence as laid down in section 149 (6) of the Act and Regulation 16 (1) (b) and Regulation 25 of Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have confirmed that they have complied
with the Company''s Code of Conduct. They have also further confirmed that they have registered their names in the Independent Directors'' Databank.
In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management. Further, the Board is also of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience to act as Independent Directors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
b) That they had selected such accounting policies and applied them consistently, and made judgements 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 FY and of the profit and loss of the Company for that period;
c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they 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
f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Policy on appointment and remuneration of Directors, Key Managerial Persons and Senior Management including criteria for determining qualifications, positive attributes and director''s independence as required under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI Listing Regulations has been formulated by the Company. A copy of the Policy is available on the website of the Company at https:// supriyalifescience.com/assets/pdfs/corporate-governance/ policies/Nomination-and-Remuneration-Policy.pdf
REMUNERATION DETAILS OF DIRECTORS, KMP AND EMPLOYEES:
Particulars required to be furnished under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are given in Annexure I and forms part of this Report.
The non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.
A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to [email protected]
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Board meets at regular intervals to discuss and decide on the Company''s business policies and strategies apart from other Board businesses.
The notice of meeting of the Board of Directors and Committees were given well in advance to all the Directors of the Company. The agenda of the Board/Committee meetings is circulated 7 days prior to the date of the meeting and also at shorter notice as required as per Secretarial Standard on Meeting of Board of Directors (SS-1) issued by ICSI. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
During FY 2023-24, 4 (Four) Board Meetings were held. For details thereof kindly refer to the section "Number & Dates of Board Meetings held during the year - in the Corporate Governance Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.
DISCLOSURE ON BOARD COMMITTEES:
The details pertaining to the composition of the Board Committee as of March 31, 2024 including its terms of reference and attendance of directors at the Committee Meetings has been provided in the section ''Board Committees'', in the Corporate Governance Report, which forms part of this Report.
All recommendations of Audit Committee were accepted by the Board of Director.
PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including Independent Directors, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.
Performance evaluation was carried out on the basis of criteria evolved, as provided by the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, seeking inputs from the Directors individually and the committees through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximizing strengths and highlighting areas for further improvement etc.,
In a separate meeting of the Independent Directors, performance of the Chairperson, non-independent directors and the Board as a whole was evaluated taking into account the views of the non independent directors and the same was discussed in the Board Meeting. Performance evaluation of Independent Directors is done by the entire Board of Directors (excluding the Directors being evaluated).
VIGIL MECHANISM:
The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy are explained in the Report on Corporate Governance and are also available on the website of the Company at https://suprivalifescience.com/assets/ pdfs/corporate-governance/policies/Whistle-Blower-Policy.pdf
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
The Company has a robust strategy to identify, evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.
Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. More details on risks and threats have been disclosed in the section "Management Discussion and Analysis".
INTERNAL FINANCIAL CONTROLS:
Internal financial controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized, and embedded in the business processes. An assurance of the effectiveness of internal financial controls is
obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by external consultants on behalf of the management at least once a year. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
STATUTORY AUDITORS AND AUDITORS'' REPORT:
Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Kakaria & Associates LLP, Chartered Accountants, (Firm Registration No. 104558W/W100601) were appointed as Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the 14th AGM held on September 16, 2022 until the conclusion of 19th AGM of the Company to be held in the calendar year 2027.
M/s. Kakaria & Associates LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-2024. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Director. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. DSM & Associates, Practicing Company Secretary, were appointed as Secretarial Auditors of the Company for the FY 2023-24 pursuant to section 204 of the Act. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure II to this report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the FY 2023-24 which call for any explanation from the Board of Director. M/s. DSM & Associates, Practicing Company Secretary have been reappointed to conduct the secretarial audit of the Company for the FY 2024-25. They have confirmed that they are eligible for the said appointment.
COST AUDITORS AND THEIR REPORT:
As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s. Rampurawala Mohammed A & Co, Cost Accountants, Mumbai, Firm Registration No. 003011 have been re-appointed as Cost Auditors for the FY 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of
remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.
INTERNAL AUDITORS:
M/s. Nair & Panickers Audit &Advisory Services, perform the duties of internal auditors of the Company and their report is reviewed by the Audit Committee quarterly in FY 2023-24. During the year, the Company continued to implement its suggestions and recommendations to improve internal controls. The Company''s internal control systems are well established and are commensurate with the nature of its business and the size and complexity of its operations. The recommendations/ suggestions of the internal auditors are discussed in the Audit Committee meetings. M/s. MP Nair & Associates, Chartered Accountants was appointed as Internal Auditor to of the Company for conducting the Internal Audit and to issue report for the FY 2024-25.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, none of the auditors, viz. Statutory Auditors, Secretarial Auditors, Cost Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
CORPORATE SOCIAL RESPONSIBILITY:
The Board of Directors has constituted Corporate Social Responsibility Committee (CSR Committee) consisting of members viz. Dr. Satish Wagh (Chairman), Dr. Saloni Wagh, and Mr. Kedar Karmarkar.
Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company was adopted by the Board on the recommendation of the CSR Committee. The policy can be accessed at https://supriyalifescience.com/assets/pdfs/ corporate-governance/policies/CSR-Policy.pdf
The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and policy of the Company.
Annual Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is enclosed as Annexure III to this Report. During the year, no revision was made to the CSR Policy of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Regulation 34(2)(f) of the Listing Regulations, inter alia, provides that the annual report of the top 1000 listed entities based on
the market capitalization calculated as on March 31 of every FY shall include a business responsibility report describing the initiatives taken by the Company from the environmental, social and governance perspective. Supriya Lifescience Limited is one of the top 1000 listed entities as on March 31,2024, is presenting its Business Responsibility & Sustainability Report for the FY 2023-24 ("BRSR") and the same is enclosed as Annexure IV to this Report.
CORPORATE GOVERNANCE REPORT:
Your Company believes in conducting its affairs in a fair, transparent, and professional manner and maintaining good ethical standards and accountability in its dealings with all its constituents. The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations is provided in this Annual Report. The requisite certificate from M/s. DSM & Associates, Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
SECRETARIAL STANDARD:
The Directors state that the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.
EXTRACT OF ANNUAL RETURN:
The Annual Return as on March 31, 2024 in the prescribed Form No. MGT-7, pursuant to section 92 of the Act is available on the website of the Company at www.supriyalifescience.com at the link https://suprivalifescience.com/ir-annual-report-return.php
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation ofEnergy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure V and is attached to this report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted 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. During the year, no complaints or allegations of sexual harassment were filed with the Company.
CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor
and report trading by insiders as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 which can be accessed at https:// supriyalifescience.com/assets/pdfs/corporate-governance/ policies/Code-of-conduct-to-Regulate-monitor-and-report-trading-in-securities-bv-insiders.pdf
This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available at https:// suprivalifescience.com/assets/pdfs/corporate-governance/ policies/Code-for-Fair-Discolures-of-UPSI.pdf
CREDIT RATING
Details of credit rating ascribed by rating agencies are disclosed in Corporate Governance Report forming part of this Annual Report. The strong credit rating reaffirmed is a reflection of the Company''s strong financial position and discipline.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
There are no Material orders passed by the judicial or quasiJudicial authority which affects the Going Concern Status of the Company during the year under review.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31,2024.
ACKNOWLEDGEMENTS:
The Board of Directors places on record sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible through their hard work, solidarity, cooperation, and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.
Mar 31, 2023
Director''s Report
To the Members,
SUPRIYA LIFESCIENCE LIMITED
Mumbai
Your Directors have pleasure in submitting their 15th Annual Report of the Company together with the Audited Statements
of Accounts for the year ended March 31, 2023.
FINANCIAL RESULTS:
|
Particulars |
FY Ended |
|
|
31/03/2023 |
*31/03/2022 |
|
|
Net Sales / Income from Business Operations |
4609.38 |
530049 |
|
Other Income |
94.89 |
75.77 |
|
Total Gross Revenue |
4704.27 |
5376.26 |
|
Provision for Depreciation / Amortization |
118.15 |
101.18 |
|
Profit/(loss) after Depreciation and before Provision for Tax |
1234.87 |
2072.45 |
|
Less: Provision for Income Tax (including for earlier years) |
306.81 |
521.89 |
|
Less: Provision for Deferred Tax |
29.49 |
3246 |
|
Net Profit/(Loss) After Tax |
898.57 |
1518.10 |
|
Other Comprehensive Income |
(12.57) |
(3.15) |
|
Total Comprehensive Income |
886.00 |
1514.95 |
|
Earnings Per Share (Basic & Diluted) |
11.16 |
18.86 |
BUSINESS INFORMATION:
Your Company is engaged in Manufacturing of active
pharmaceuticals ingredients ("APIs") and are one of the
key Indian manufacturers and suppliers of APIs, with a
focus on research and development. The products are
registered with various international regulatory authorities
such as USFDA, EDQM, NMPA (previously known as SFDA),
KFDA, PMDA, TGA and Taiwan FDA.
The business operations of your Company are supported
by a modern manufacturing facility located in Parshuram
Lote, Maharashtra. The manufacturing facility is spread
across 23,806 sq. mts in 4 Manufacturing blocks
segregated therapy wise, having reactor capacity of 597
KL/ day and seven cleanrooms.
PERFORMANCE REVIEW:
Ever since the outbreak of the Covid-19 pandemic,
the Company has put in appropriate measures and
protocols for the health and safety of its employees;
besides streamlining the operations and maintaining the
supply chain, production which enabled the Company to
continue uninterrupted supply of active pharmaceutical
ingredients to customers globally.
Some of the highlights of the operations for the year are:
⢠Profit before Tax (PBT) for the year has grown by
24% to H207245 million as against a PBT of H1673.09
million for the last year.
⢠Tax Provision for the current year amounted to
H554.35 million as against a tax provision of H437.16
million for the last year.
⢠Profit after Tax (PAT) before other comprehensive
income for the year grew by 23% to H1518.10 million
as against a PAT of H1235.93 million last year.
⢠Earnings Per Share of H2/- each works out to H18.86
for the year as against H16.89 last year.
DIVIDEND:
Your Directors are pleased to recommend a dividend of
H0.6/- per equity share of H2/- each, i.e., 30% for the FY
ended March 31, 2023, subject to approval of members
at the ensuing Annual General Meeting. The Dividend, if
approved by the members at the ensuing Annual General
Meeting, will result into an outflow of H48.29 million.
As members are aware, with effect from April 01, 2020,
the Government has abolished the dividend distribution
tax and dividend income is now taxable in the hands of
shareholder.
Hence payment of dividend to members will be subject to
tax deduction at source (TDS) as per statutory requirement.
The dividend recommended is in accordance with the
Company''s Dividend Distribution Policy. The Dividend
Distribution Policy is available on the Company''s website
and can be accessed at https://supriyalifescience.com/
wp-content/uploads/2021/09/Dividend-Distribution-
Policy.pdf
TRANSFER OF UNCLAIMED/ UNPAID
AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND:
Your Company does not have any funds as contemplated
under Section 125 of the Act lying unpaid or unclaimed
which were required to be transferred to Investor
Education and Protection Fund (IEPF).
RESERVE:
Your Company has not transferred any amount to General
Reserve for the FY ended March 31, 2023.
DEPOSITS:
During the year under review, your Company has neither
accepted / renewed any deposits during the year nor has
any outstanding Deposits in terms of Section 73 - 76 of the
Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules, 2014.
SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary, Joint venture
or Associate Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the
nature of business of the Company.
SHARE CAPITAL:
The equity shares of your Company continue to be
listed and traded on the BSE Limited and National Stock
Exchange of India Limited.
The paid up Equity Share Capital as at March 31, 2023
stood at H160.97 million consisting of 8,04,82,800 equity
shares of H2/- each. During the year under review, the
Company did not issue any type of shares or convertible
securities or shares with differential voting rights.
During the year under review, the Company has not issued
shares with differential voting rights or granted any stock
options or issued any sweat equity or issued any Bonus
Shares. Further, the Company has not bought back any
of its securities during the FY under review and hence no
details / information invited in this respect.
Your Company confirms that it has paid the Annual Listing
Fees for the year 2022-23 to NSE and BSE.
MATERIAL CHANGES AND COMMITMENTS:
No other material changes and commitments have
occurred after the close of the year till the date of this
Report, which affect the financial position of the Company.
Further, there is no change in the nature of business of the
Company.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
Details of loans given, investments made or guarantees
given or security provided, if any, as per the provisions of
Section 186 of the Act and Regulation 34 (3) read with
Schedule V of the SEBI Listing Regulations are given in the
notes forming part of the financial statements provided in
this Annual Report.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:
There are no materially significant related party
transactions made by the Company with related parties
which may have potential conflict of interest with the
Company at large. As a matter of policy, your Company
carries out transactions with related parties on an arms''
length basis. Statement of these transactions is given at
Notes to financial statements.
Accordingly, particulars of contracts or arrangements with
related parties referred to in Section 188(1) along with the
justification for entering into such contract or arrangement
in Form AOC-2 does not form part of this report.
The Policy on Materiality of Related Party Transactions and
on dealing with Related Party Transactions as approved by
the Board is available on the Company''s website and can
be accessed at
https://supriyalifescience.com/wp-content/
uploads/2022/06/Policv-on-Related-PartvTransactions.
REGISTRAR AND SHARE TRANSFER AGENT:
M/s. Link Intime India Private Limited acts as a Registrar and
Share Transfer Agent of the Company. The ISIN allotted
to the Company after subdivision is INE07RO01027. As of
March 31, 2023, all Equity Shares of the total shares have
been dematerialized.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis Report as
required pursuant to Regulation 34 read with Schedule
V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, amended from time to time, ("Listing Regulations") is
disclosed separately and forming part of Annual Report. As
required under the provisions of the Listing Regulations,
the Audit Committee of the Company has reviewed
the Management Discussion and Analysis Report of the
Company for the year ended March 31, 2023.
DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
As on March 31, 2023, the Board of Directors of your
Company comprised of 10 Directors, viz., 5 Executive
Directors and 5 Independent Directors including 1 woman
Independent Director.
Pursuant to Section 149, 152 and other applicable provisions
of the Companies Act, 2013, one-third of such of the
Directors as are liable to retire by rotation, shall retire every
year and, if eligible, offer themselves for re-appointment
at every AGM. Consequently, Ms. Shivani Satish Wagh
(DIN: 08491420) retires by rotation at the Annual General
Meeting being eligible offers herself for re-appointment.
The Board recommends here re-appointments.
During the year under review, Dr. Shireesh Bhalchandra
Ambhaikar was resigned as Chief Executive Officer of the
Company w.e.f. September 30, 2022. Mr. Rajeev Kurman
Jain was appointed as Chief Executive Officer w.e.f.
October 3, 2022.
During the year under review, Mr. Ashish Ramdas Nayak
has resigned as Chief Financial Officer of the Company
w.e.f. January 23, 2023. Mr. Krishna Raghunathan was
appointed as Chief Financial Officer w.e.f. January 23,
2023. Mr. Balasaheb Gulabrao Sawant has resigned as
Whole Time Director of the Company w.e.f. January 23,
2023. Mr. Manoj Deo Dorlikar was appointed as Whole
Time Director of the Company w.e.f. January 23, 2023.
Pursuant to provision of Section 203 of the Companies Act,
2013, the Key Managerial Person (KMP) of the Company as
on March 31, 2023 is as follows:
Dr. Satish Waman Wagh - Chairman & Managing Director
Mrs. Smita Satish Wagh - Whole Time Director
Dr. Saloni Satish Wagh - Whole Time director
Ms. Shivani Satish Wagh - Whole Time director
Mr. Manoj Deo Dorlikar - Whole Time Director
Mr. Rajeev Kumar Jain - Chief Executive Officer
Mr. Krishna Raghunathan - Chief Financial Officer
Ms. Shweta Shivdhari Singh - Company Secretary &
Compliance Officer
DECLARATION OF INDEPENDENT
DIRECTORS:
The Board of Directors of the Company comprises
optimal number of Independent Directors. The following
Non-Executive Directors are independent in terms of
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015
("Listing Regulations") and Section 149(6) of the Companies
Act, 2013 ("the Act"):
1. Mr. Bhairav Manojbhai Chokshi (DIN: 03612527)
2. Mr. Kedar Shankar Karmarkar (DIN: 06499019)
3. Mr. Dinesh Navnitlal Modi (DIN: 00004556)
4. Mr. Dileep Kumar Jain (DIN: 00380311)
5. Dr. Neelam Yashpal Arora (DIN: 01603068)
As required under Section 149 (7) of the Act, all the
Independent Directors on the Board of the Company
have given declarations that they meet the criteria of
independence as laid down in section 149 (6) of the Act
and Regulation 16 (1) (b) and Regulation 25 of Listing
Regulations.
There has been no change in the circumstances affecting
their status as Independent Directors of the Company.
The Independent Directors have confirmed that they have
complied with the Company''s Code of Conduct. They
have also further confirmed that they have registered their
names in the Independent Directors'' Databank.
In the opinion of the Board, they fulfil the conditions of
independence as specified in the Act and the SEBI Listing
Regulations and are independent of the management.
Further, the Board is also of the opinion that all the
Independent Directors of the Company are persons of
integrity and possess relevant expertise and experience to
act as Independent Directors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby submit its
responsibility Statement:
a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed
and no material departures have been made from the
same;
b) That they had selected such accounting policies and
applied them consistently, and made judgements 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 FY and of the profit and
loss of the Company for that period;
c) That they had taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
d) That they had prepared the annual accounts on a
going concern basis;
e) That they 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
f) That they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
COMPANY''S POLICY RELATING TO
DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR
DUTIES:
The Policy on appointment and remuneration of Directors,
Key Managerial Persons and Senior Management including
criteria for determining qualifications, positive attributes
and director''s independence as required under Section
178(3) of the Companies Act, 2013 and Regulation 19 read
with Schedule II Part D of SEBI Listing Regulations has
been formulated by the Company. A copy of the Policy
is available on the website of the Company at https://
supriyalifescience.com/wp-content/uploads/2021/09/
Nomination-and-Remuneration-Policy.pdf
REMUNERATION DETAILS OF DIRECTORS,
KMP AND EMPLOYEES:
Particulars required to be furnished under Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended are given
in Annexure I and forms part of this Report.
The non-executive directors of the Company had no
pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses, if
any.
A statement comprising the names of top 10 employees in
terms of remuneration drawn and every person employed
throughout the year, who were in receipt of remuneration
in terms of Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms an integral part of this Report. However,
the same is not being sent along with this Annual Report
to the Members of the Company in line with the provision
of Section 136 of the Companies Act, 2013. Members who
are interested in obtaining these particulars may write to
[email protected]
NUMBER OF BOARD MEETINGS CONDUCTED
DURING THE YEAR UNDER REVIEW:
The Board meets at regular intervals to discuss and decide
on the Company''s business policies and strategies apart
from other Board businesses.
The notice of meeting of the Board of Directors and
Committees were given well in advance to all the
Directors of the Company. The agenda of the Board/
Committee meetings is circulated 7 days prior to the date
of the meeting and also at shorter notice as required as
per Secretarial Standard on Meeting of Board of Directors
(SS-1) issued by ICSI. The agenda for the Board and
Committee meetings includes detailed notes on the items
to be discussed at the meeting to enable the Directors to
take an informed decision.
During FY 2022-23, 6 (Six) Board Meetings were held. For
details thereof kindly refer to the section "Number & Dates
of Board Meetings held during the year - in the Corporate
Governance Report. The necessary quorum was present
for all the meetings. The maximum interval between any
two meetings did not exceed 120 days, as prescribed by
the Companies Act, 2013.
DISCLOSURE ON BOARD COMMITTEES:
The details pertaining to the composition of the Board
Committee as of March 31, 2023 including its terms of
reference and attendance of directors at the Committee
Meetings has been provided in the section ''Board
Committees'', in the Corporate Governance Report, which
forms part of this Report.
All recommendations of Audit Committee were accepted
by the Board of Director.
PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation
of its own performance, of the Committees of the Board
and of the individual directors including Independent
Directors, pursuant to the provisions of the Companies
Act, 2013 and SEBI Listing Regulations.
Performance evaluation was carried out on the basis of
criteria evolved, as provided by the Guidance Note on
Board Evaluation issued by Securities and Exchange Board
of India, seeking inputs from the Directors individually and
the committees through a structured questionnaire which
provides valuable feedback for contribution to the Board,
improving Board effectiveness, maximizing strengths and
highlighting areas for further improvement etc.,
In a separate meeting of the Independent Directors,
performance of the Chairperson, non-independent
directors and the Board as a whole was evaluated taking
into account the views of the non independent directors
and the same was discussed in the Board Meeting.
Performance evaluation of Independent Directors is done
by the entire Board of Directors (excluding the Directors
being evaluated).
VIGIL MECHANISM:
The Company has established a vigil mechanism by
adopting a Whistle Blower Policy to report concerns
about illegal or unethical practices, if any. The details
of the Policy are explained in the Report on Corporate
Governance and are also available on the website of the
Company at
https://supriyalifescience.com/wp-content/
uploads/2021/09/Whistle-Blower-Policy.pdf
STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:
The Company has a robust strategy to identify, evaluate
business risks and opportunities. This strategy seeks
to create transparency, minimize adverse impact on
the business objectives and enhance the Company''s
competitive advantage and helps in identifying risks trend,
exposure and potential impact analysis at a Company level
as also separately for different business segments.
Board has constituted a Risk Management Committee
of the Board, to assist the Board with regard to the
identification, evaluation and mitigation of operational,
strategic and external risks. More details on risks and
threats have been disclosed in the section "Management
Discussion and Analysis".
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the
Financial Statements are commensurate with the size and
nature of business of the Company.
STATUTORY AUDITORS AND AUDITORS''
REPORT:
Pursuant to the provisions of Section 139 of the Act, and
rules made thereunder, M/s. Kakaria & Associates LLP,
Chartered Accountants, (Firm Registration No. 104558W/
W100601) were appointed as Statutory Auditors of the
Company for a second term of five consecutive years, to
hold office from the conclusion of the 14th AGM held on
September 16, 2022 until the conclusion of 19th AGM of
the Company to be held in the calendar year 2027.
M/s. Kakaria & Associates LLP, Chartered Accountants,
have submitted their Report on the Financial Statements
of the Company for the FY 2022-23, which forms part of
the Annual Report 2022-2023. There are no observations
(including any qualification, reservation, adverse remark
or disclaimer) of the Auditors in the Audit Reports issued
by them which call for any explanation from the Board
of Director. The Auditors have also confirmed that they
have subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and hold
a valid certificate issued by the Peer Review Board of the
ICAI.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. DSM & Associates, Practicing Company Secretary,
were appointed as Secretarial Auditors of the Company
for the FY 2022-23 pursuant to section 204 of the Act.
The Secretarial Audit Report submitted by them in the
prescribed form MR- 3 is attached as Annexure II to this
report. There are no qualifications or observations or
adverse remarks or disclaimer of the Secretarial Auditors
in the Report issued by them for the FY 2022-23 which
call for any explanation from the Board of Director. M/s.
DSM & Associates, Practicing Company Secretary have
been re-appointed to conduct the secretarial audit of the
Company for the FY 2023-24. They have confirmed that
they are eligible for the said appointment.
COST AUDITORS AND THEIR REPORT:
As per Section 148 of the Act read with Companies
(Cost Records and Audit) Rules 2014, M/s. Rampurawala
Mohammed A & Co, Cost Accountants, Mumbai, Firm
Registration No. 003011 have been re-appointed as
Cost Auditors for the FY 2022-23 to conduct cost audit
of the accounts maintained by the Company in respect
of the various products prescribed under the applicable
Cost Audit Rules. The remuneration of Cost Auditors
has been approved by the Board of Directors on the
recommendation of Audit Committee. The requisite
resolution for ratification of remuneration of Cost Auditors
by members of the Company has been set out in the
Notice of ensuing AGM. The Cost Auditors have certified
that their appointment is within the limits of Section 141(3)
(g) of the Act and that they are not disqualified from
appointment within the meaning of the said Act.
INTERNAL AUDITORS:
M/s. Nair & Panickers Audit &Advisory Services, perform
the duties of internal auditors of the Company and their
report is reviewed by the Audit Committee quarterly.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, none of the auditors, viz.
Statutory Auditors, Secretarial Auditors, Cost Auditor have
reported to the Audit Committee, under Section 143(12)
of the Act, any instances of fraud committed against the
Company by its officers or employees, the details of which
would need to be mentioned in the Board''s Report.
CORPORATE SOCIAL RESPONSIBILITY:
The Board of Directors has constituted Corporate Social
Responsibility Committee (CSR Committee) consisting
of members viz. Dr. Satish Waman Wagh (Chairman), Dr.
Saloni Satish Wagh, and Mr. Kedar Shankar Karmarkar.
Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company
was adopted by the Board on the recommendation of the
CSR Committee.
Annual Report on Corporate Social Responsibility as per
Rule 8 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is prepared and the same is enclosed
as Annexure III to this Report.
Business Responsibility and Sustainability
Report:
Regulation 34(2)(f) of the Listing Regulations, inter alia,
provides that the annual report of the top 1000 listed
entities based on the market capitalization calculated
as on March 31 of every FY shall include a business
responsibility report describing the initiatives taken by the
Company from the environmental, social and governance
perspective. Supriya Lifescience Limited is one of the top
1000 listed entities as on March 31, 2023, is presenting its
Business Responsibility & Sustainability Report for the FY
2022-23 ("BRSR") and the same is enclosed as Annexure
IV to this Report.
CORPORATE GOVERNANCE REPORT:
The report on Corporate Governance as per Regulation
34(3) read with Schedule V of the SEBI Listing Regulations
is provided in this Annual Report. The requisite certificate
from M/s. DSM & Associates, Practicing Company
Secretary confirming the compliance with the conditions
of Corporate Governance is attached to the report on
Corporate Governance.
SECRETARIAL STANDARD:
The Company has endeavored to comply with the
applicable Secretarial Standards to the extent applicable.
EXTRACT OF ANNUAL RETURN:
The Annual Return as on March 31, 2023 in the
prescribed Form No. MGT-7, pursuant to section 92
of the Act is available on the website of the Company
at www.supriyalifescience.com at the link https://
supriyalifescience.com/investor-relation/corporate-
governance/others/
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in Annexure V and is
attached to this report.
DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has adopted 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. During the year, no
complaints or allegations of sexual harassment were filed
with the Company.
CODE FOR PREVENTION OF INSIDER
TRADING:
Your Company has adopted a Code of Conduct to
regulate, monitor and report trading by insiders as per
the requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015 which can be accessed at https://supriyalifescience.
com/wp-content/uploads/2022/06/Code-of-conduct-
to-Regulate-monitor-and-report-trading-in-securities-by-
insiders.pdf
This Code of Conduct also includes code for practices and
procedures for fair disclosure of unpublished price sensitive
information which has been made available at https://
supriyalifescience.com/wp-content/uploads/2022/02/
Code-for-Fair-Discolures-of-UPSI.pdf
DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:
There are no Material orders passed by the judicial or
quasi-Judicial authority which affects the Going Concern
Status of the Company during the year under review.
APPLICATIONS UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:
There were no applications made by the Company or
upon the Company under the Insolvency and Bankruptcy
Code, 2016 during the year under review. There are
no proceedings pending under the Insolvency and
Bankruptcy Code, 2016 by / against the Company as on
March 31, 2023.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the year
under review. Your Directors deeply appreciate the
committed efforts put in by employees at all levels, whose
continued commitment and dedication contributed
greatly to achieving the goals set by your Company. Your
Directors also acknowledges gratefully the shareholders
for their support and confidence reposed on your
Company.
For and on Behalf of the Board of Directors
For Supriya Lifescience Limited
Date: August 3, 2023 Dr. Satish Waman Wagh
Place: Mumbai Chairman and Managing Director
DIN:01456982
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