Your Directors have pleasure in presenting the 31st Annual Report of your Company along with the Audited Financial Statement for the year ended March 31, 2024.
1. SUMMARY OF FINANCIAL RESULTS:
Following is the analysis of the standalone financial statements of the Company during the year under review:
|
Particulars
|
For the financial year ended 31st March, 2024 (Rs.)
|
For the financial year ended 31st March, 2023 (Rs.)
|
|
Revenue from Operation including other income
|
2366.11
|
360.68
|
|
Expenses excluding Depreciation
|
2254.50
|
356.68
|
|
Depreciation and Amortization
|
2.95
|
0.79
|
|
Profit (Loss) Before Tax
|
108.66
|
3.21
|
|
Extraordinary items
|
0.00
|
0.00
|
|
Current Tax
|
29.37
|
0.96
|
|
Deferred Tax Adjustment
|
0.82
|
0.60
|
|
Profit (loss) After Tax
|
78.47
|
1.64
|
|
Net fixed assets
|
69.00
|
0.56
|
|
Share capital
|
984.56
|
398.96
|
|
Reserve & Surplus Profit/(Loss)
|
1349.60
|
118.71
|
The financial year 2023-24 was a year of satisfactory performance by the Company and the FIRST YEAR in venturing into pharmaceutical bulk and Intermediates business.
During the year, the revenue from operations increased from Rs. 342.81/- Lacs to Rs. 2364.77/- Lacs, recorded a growth of 589.82 % in comparison to the revenue from previous financial year. Profit after Tax (PAT) recorded increase of 4670.76% from Rs. 1.64 Lacs to 78.47 Lacs due to commencement of Bulk drug business by the company.
As you are aware the management of the company had changed with new promoters in financial year 2022 -23 by takeover of the company through open offer. From the date of Open offer till date the new management and Board of Astal Laboratories Limited (formerly Macro International Limited) have done considerable progress in the company in terms of Business, Investments, Net worth and market capitalization. The company's focuses totally on to production of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting Materials / Intermediates.
As you are aware that the projected size of the Indian API market stands at over US$ 13.5 billion in 2024, with an expected growth of over US$ 20 billion by 2029. This represents a compound annual growth rate of 8.3% over the forecast 5-year period. The increasing prevalence of infectious diseases, genetic disorders, and chronic conditions are envisaged as a primary catalyst to drive market expansion.
Now this has underscored the importance of intensifying efforts towards the development of advanced pharmaceuticals necessitating a significant volume of APIs. Additional growth drivers seen are the expanding elderly demographic and the increased domestic manufacture of generic drugs.
Highlights of Company's performance is covered in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.
3. DIVIDEND:
The Board of Directors not recommend any Dividend for the F.Y 2023-24 and decides use the surplus in the P&L account for increased working capital needs.
4. UNCLAIMED DIVIDEND
Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) provides that the dividend that has remained unclaimed or unpaid for a period of seven years is to be transferred to Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the IEPF.
In your company there is no outstanding dividend. During the year under review and the Company has not transferred any amount to the IEPF account as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
5. TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to general reserves.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the line or nature of business that the Company is operating in during the year under review. In financial year 2022-2023 the Company entered in the business of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting Materials / Intermediates.
7. INFORMATION_ABOUT
SUBSIDIARY/_ASSOCIATE
COMPANY:
During the year under review, the Company does not have any Subsidiaries, Joint Venture or Associate Companies.
8. DEPOSITS:
Company has not accepted any deposits from the public, during the year under review.
9. INDIAN_ACCOUNTING
STANDARDS:
The annexed financial statements for the Financial Year 2023-24 and corresponding figures for 2022-23 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.
10. MATERIAL CHANGES AND COMMITMENTS:
As on the date of this report, there are no material changes and commitments affecting the financial position of the company have occurred.
11. ANNUAL RETURN
Annual Return as required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on website of the company and can be accessed at https://meil.co.in.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement it is confirmed that-
a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. That internal financial control were laid down to be followed and that such internal financial controls were adequate and were operating effectively.
f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. SHARE CAPITAL:
The Authorised share Capital of the Company is Rs. 20,00,00,000.00/- Divided into 20,000,000 equity shares of Rs. 10 each and the Paid-up share capital of the company is Rs. 9,83,00,700.00/-divided into 98,30,070 Shares of Rs. 10 each. During the year under review, the Company has increased the Authorised share Capital of the Company from Rs. 50,000,000.00/- divided into
50.00. 000 equity shares of Rs. 10 each to Rs.
20.00. 00.000.00/- Divided into 20,000,000 equity shares of Rs. 10 each and the Company has issued 58,56,000 equity shares (9,50,000 Equity Shares of Face Value of Rs. 10/- (Rupee Ten only) each at a premium of Rs.18/- each and 4906000 (Forty-nine Lakh Six Thousand) Equity Shares of Face Value of Rs. 10/- each at premium of Rs.20/- each) to the non-promoters through preferential allotment basis.
The Company has only one class of Equity Share having a par value of Rs. 10/-each holder of share is entitled to one vote per share with same rights.
During the Year 2023-24, the company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.
14. LISTING OF SHARES:
Shares of company have been listed on Bombay Stock Exchange.
15. AUDITORS:
a. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/ s Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), were appointed as Statutory Auditors of the Company for a further term of 5 (Five) years to hold office from the conclusion of 29th Annual General Meeting of the Company held on 30th September, 2022 until the conclusion of the 34th Annual General Meeting to be held for the financial year 2026-27.
The Report given by M/s. Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), Statutory Auditors on the financial statement of the Company for the year 2023-2024 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.
During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards Report.
The Report of the Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2024 are self-explanatory and therefore do not call for any further comments.
b. SECRETARIAL AUDITORS
The Board has appointed M/s Mahendra Prakash Khandelwal & Co., Practicing Company Secretaries, Jaipur as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 20232024. The Report of the Secretarial Auditor is annexed to the Report as per "Annexure I".
EXPLANATION IN RESPONSE TO AUDITOR'S QUALIFICATIONS
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.
There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Secretarial Audit Report.
16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
17. CORPORATE_INSOLVENCY
RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.
18. DIRECTORS /KEY MANAGERIAL PERSONNEL:
a. Independent Directors and their Declaration of Independence
The Board of the Company as on March 31, 2024 consisted of 5 directors out of which 2 are independent directors.
All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
a. Composition of Board of Director as on 31st March 2024 and changes during the year
The Board of the Company as on March 31, 2024 consists of 5 directors out of which 2 are independent directors, one is Whole Time Director and two are non-Executive directors.
b. Re-Appointment of Directors Retiring by Rotation:
The Independent Directors and Whole-Time Director hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ NonIndependent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. MAGGIDI VENKATESH (DIN: 09414495) is liable to retire by rotation and being eligible, offer his candidature for reappointment as Director.
During the year under review
Mr. Birendrakumar Sahoo (DIN: 06737993) resigned from the designation of NonExecutive Independent Director of the company w.e.f. 19/06/2023.
Mr. MAGGIDI VENKATESH (DIN: 06737993) was appointed as Non-Executive Director of the company w.e.f. 10/06/2023.
Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) was appointed as Additional Non- Executive Director of the company w.e.f. 10/06/2023.
Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) resigned from the designation of Additional Non -Executive Director of the company w.e.f. 15/07/2023.
Mr. Radhakishore Pandrangi (DIN: 06664969) was appointed as Non-Executive Independent Director of the company w.e.f. 18/08/2023.
c. Changes in Composition of the Board of Directors after the end of Financial Year:
Mr. Birendrakumar Sahoo (DIN: 06737993) Appointed as Non-Executive Independent Director of the company w.e.f. 24/06/2024.
Key Managerial Personnel Changes in the composition of Key Managerial Personnel (other than Board of Directors):
Mr. Mahendra Kumar was appointed as the Company Secretary & Compliance Officer of the company w.e.f. 19/04/2023.
Mr. Chintalapati Sesha Sai Nikhil was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 27/05/2023.
Mr. Kommera Harish resigned from the designation of Chief Executive Officer (CEO) of the Company w.e.f. 19/06/2023.
Mr. Chintalapati Sesha Sai Nikhil resigned from the designation of Chief Financial Officer (CFO) of the Company w.e.f. 19/06/2023.
Mr. Balayogiswara Rao Peddinti was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 15/07/2023.
19. COMMITTEE DETAILS
Audit Committee
The Audit Committee comprises of Independent Directors namely Shri Radhakishore Pandrangi (DIN: 06664969) (Independent Director and Chairman), Smt. Hemachakrapani
Bangaraiahgari (Independent Director) and Smt. Ravikanti Shailaja (Non-Executive NonIndependent Director) as other Members.
The operations of the Company involve low energy consumption. The Company has ensured that adequate measures are being taken to conserve energy.
b. Technology Absorption:
The particulars regarding Technology absorption are: NIL
c. Foreign exchange earnings and Outgo:
|
Particulars
|
As on
|
As on
|
| |
31.03.2024
|
31.03.2023
|
|
a) Earnings in foreign exchange
|
Nil
|
Nil
|
|
b) Expenditure / outgo in foreign exchange (Travelling)
|
Nil
|
Nil
|
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Smt. Ravikanti Shailaja (Chairman), Radhakishore Pandrangi (Independent Director) and Smt. Hemachakrapani Bangaraiahgari
(Independent Director) as other Member.
All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
Stakeholders' Relationship Committee
The Stakeholders Relationship Committee comprises of Smt. Ravikanti Shailaja (Chairman), Shri Radhakishore Pandrangi (Independent Director) and Smt. Hemachakrapani Bangaraiahgari
(Independent Director) as other Member.
All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
20. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations with the Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance. misrepresentation of any Financial Statements and Reports.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
a. Conservation of energy:
22. MEETINGS
During the financial year 2023-24, following meetings were convened:
? Board Meetings
|
S.
|
Date of
|
Board's
|
No. of
|
|
No.
|
Board
|
Strength
|
Directors
|
| |
Meeting
|
|
Present
|
|
1.
|
19/04/2023
|
4
|
4
|
|
2.
|
27/05/2023
|
4
|
4
|
|
3.
|
10/06/2023
|
4
|
4
|
|
4.
|
15/07/2023
|
4
|
4
|
|
5.
|
18/08/2023
|
4
|
4
|
|
6.
|
13/10/2023
|
5
|
5
|
|
7.
|
10/11/2023
|
5
|
5
|
|
8.
|
08/12/2024
|
5
|
5
|
|
9.
|
20/12/2023
|
5
|
5
|
|
10.
|
09/02/2023
|
5
|
5
|
|
S.
No.
|
Date of Meeting
|
Strength
of
Member
s
|
No. of Member s
Present
|
|
1.
|
27/05/2023
|
3
|
3
|
|
2.
|
15/07/2023
|
3
|
3
|
|
3.
|
10/11/2023
|
3
|
3
|
|
4.
|
09/02/2024
|
3
|
3
|
? Nomination & Remuneration Committee Meetings
|
S.
N
o.
|
Type of Meeting
|
Date of Meeting
|
Total No. of Member s Entitle to
Attend
|
Num
ber of
Mem
bers
Atten
ded
|
|
1.
|
Annual
General
Meeting
|
18-09
2023
|
1179
|
15
|
? Postal Ballot
|
S.
No.
|
Date of Meeting
|
Strengt h of Membe rs
|
No. of member s
present
|
|
1.
|
12/04/2023
|
3
|
3
|
|
2.
|
20/05/2023
|
3
|
3
|
|
3.
|
03/06/2023
|
3
|
3
|
|
4.
|
08/07/2023
|
2
|
2
|
|
5.
|
09/08/2023
|
2
|
2
|
|
S.
N
o.
|
Type of Meeting
|
Record
date
|
Total No. of Members Entitle to Vote
|
|
1.
|
Postal
Ballot
|
22/12/2023
|
1196
|
? Independent Director's Meeting
|
S.
|
Date of
|
Strength
|
No. of
|
|
No.
|
Meeting
|
of
|
member
|
| |
|
Member
|
s
|
| |
|
s
|
present
|
|
1.
|
09/02/2024
|
2
|
2
|
? Stakeholder Relationship's Committee Meeting
|
S.
No.
|
Date of Meeting
|
Strength
of
Members
|
No. of
membe
rs
present
|
|
1.
|
25/09/2023
|
3
|
3
|
23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.
The formal Board evaluation as mandated under the Companies Act and Listing Regulations has been carried out during the year.
24. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:
There was no instance of one-time settlement with any Bank or Financial Institution.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE_(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees.
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The company has established a vigil mechanism for grievances redressal of director and employees of the company which will help in reporting genuine concerns or grievances of directors and employees.
27. CORPORATE_SOCIAL
RESPONSIBILITY (CSR):
As the Company does not fall under the class of companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under the proviso thereto have been disclosed in Form No. AOC -2, as Annexure -II.
30. MANAGERIAL REMUNERATION:
No Remuneration was paid to directors during the year under review.
31. INFORMATION PURSUANT TO RULE-5
OF THE COMPANIES (APPOINTMENT AND REMUNERATION) OF
MANAGERIAL PERSON, RULE, 2014 OF THE COMPANIES ACT, 2013:
None of the employee is in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. The company has not employed any employee for any post that has paid remuneration in excess of Rs. 1,02,00,000/- per annum or in excess of Rs. 8,50,000/- per month.
32. NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel and senior management personnel of the Company. The committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board, committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy is available on the Company's website at https://miel.co.in.
33. RISK MANAGEMENT POLICY:
The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day. ?
34. DETAILS IN RESPECT OFv
ADEQUACY OF INTERNALv
FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS: ?
The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.
35. 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 were no orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
36. OTHER DISCLOSURES AND STATUTORY INFORMATION:
a. Policies and code adopted by the Company
The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows
Code for Disclosure of Unpublished Price Sensitive Information Code of Conduct for Insider Trading Policy on Related Party Transactions Code of Conduct for Directors and Senior Management Personnel Whistle Blower Policy
37. HUMAN RESOURCES MANAGEMENT
We firmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.
38. ACKNOWLEDGEMENTS:
An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.
By order of the Board For ASTAL LABORATORIES LIMITED CIN: L74120UP1993PLC015605
Date: 06.07.2024 Place: Hyderabad
Sd/-
SUDHEER KARNA KANKANALA Whole Time Director DIN: 07591466
Sd/-
RAVIKANTI SHAILAJA Director DIN: 07629653
| 