To, The Members
Lasa Supergenerics Limited
Dear Members,
The Directors are pleased to present you the Business Performance along with the audited financial statements for the year ended 31st March, 2024.
Financial Highlights:
Note: Figures of Previous year have been regrouped / reclassified wherever necessary, to confirm to this periods classification.
> RESULTS OF OPERATIONS
The total revenue from operations for the year ended March 31, 2024 was ' 10433.50 Lakhs as compared to ' 12956.78 Lakhs, for the year under review. Your Company has reported profit of Rs 226.51 Lakhs before interest, depreciation and tax, as compared to loss of ' (478.89) lakhs in the previous year.
> AMOUNT TO BE CARRIED TO RESERVE:
The Company has not transferred any amount to the reserves during the period under review.
> FINANCIAL LIQUIDITY
As at March 31, 2024, your company had liquid assets of '149.63.Lakhs.
Your company maintains sufficient cash reserves to meet its operations and strategic objectives.
> DEPOSITS:
During the year, the company has not accepted any deposits from public within the purview of Section 73 & 74 of the Act read with companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. The company has no deposit which is not in compliance with the provisions of chapter V of the Act and as the Companies (Acceptance of Deposit) Rules, 2014.
> PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS U/S 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act and Schedule of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (hereinafter referred to as "SEBI Listing Regulations,2015") have been provided in the notes to the Financial Statements forming a part of this annual report.
> MATERIAL CHANGES AND COMMITMENT
• Update on Section 7 application of Insolvency and Bankruptcy Code, 2016 filed by Bank of Baroda.
Application under Section (7) of Insolvency and Bankruptcy Code 2016 still pending for final arguments before Hon'ble NCLT, Mumbai, however Interlocutory Application under section 65 and section 75 of the Insolvency and Bankruptcy Code, 2016 for dismissing the petition filed under section (7) by Bank of Baroda was rejected by Hon'ble NCLT vide order dated February 28,2024, company challenged the said order before Hon'ble NCLAT, whereas both the Parties i.e Bank of Baroda and Company requested to time for possible amicable settlement in the matter.
The Matter of amicable settlement with Bank of Baroda with respect to Alleged ECB is in final stage of Settlement whereas amount proposed to be paid to Bank and in principally agreed by both the parties towards final settlement is also deposited with the Bank, company awaits formal communication and no dues certificate from the bank w.r.t conclusion in the matter.
> RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered during the Financial Year under review were on an arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015.
All related party transactions were placed before the Audit Committee for their review and approval. Prior approval of audit committee is obtained for all Related Party Transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these cannot be foreseen in advance.
None of the transactions entered with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC - 2 and forms part of this Annual Report.
> STATE OF COMPANY'S AFFAIRS:
The Company is engaged in the business of manufacturing, trading, producing, processing, preparing, treating chemicals, API, Pharmaceuticals, drugs, etc. there is no change in the business of the Company during the financial year ended March 31, 2024.
> SHARE CAPITAL:
The Authorised Share Capital of the Company is ' 1,00,33,00,000/- (Rupees One Hundred Crore and Thirty Three Lakhs only) divided into 10,03,30,000 Equity Shares of ' 10/- each. The Paid up Share Capital of the Company is
' 50,10,12,390 (Fifty Crore Ten Lakh Twelve Thousand Three Hundred and Ninety) divided into 5,01,01,239 (Five Crore Ten Lakh One Thousand Two Hundred Thirty Nine) of ' 10/- each.
> DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors of your company are well experienced with expertise in their respective fields of technical, finance, strategic and operational management and administration. None of the directors of your company are disqualified under the provision of companies Act 2013. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with the Company except as stated elsewhere in this Report and in the notes to the accounts.
The day-to-day operations of your Company are managed by its Key Managerial Persons ("KMP") viz. the Managing Director (Technical), Executive Director , the Chief Financial Officer and the Company Secretary.
*Mr. Shivanand Hegde, (DIN: 00185508) Whole Time Director of the Company vacates from the office of director w.e.f. 27th September 2023, by the virtue of Postal Ballot, as per Scrutinizer Report the Resolution for the re-appointment of Mr. Shivanand Hegde was not approved by the members of the Company
The Board appointed Mr. Umesh Pawar (DIN: 10539778) as an Additional Director (Executive Director) of the Company w.e.f. 8th March, 2024 subject to approval of the Members in the ensuing General Meeting of the Company".
Appointment of Mr. Umesh Pawar was approved by Members through postal ballot dated: 26.06.2024
Mr. Omkar Herleker (DIN: 01587154) Chairman and Managing Director of the company is retiring by rotation and being eligible, has offered himself for re-appointment at this Annual General Meeting scheduled to be held on September 27,2024.
As required under the provisions of Section 203 of the Act, Dr. Omkar Herlekar (DIN 01587154), Chairman & Managing Director, Mr. Umesh Shankar Pawar* (DIN: 10539778) Executive Director, Mrs. Varsha Pravin Joshi@, Chief Financial Officer of the Company and Mrs. Mitti Jain (A33681), Company Secretary are the Key Managerial Personnel of your Company as on the date of this Report.
Mr. Shivanand Gajanan Hegde, Whole Time Director vacates the office of the Director w.e.f 27th September, 2023 by virtue of postal ballot.
Mr. Ravi Shankar Kabra, Chief Financial Officer resigned from the post w.e.f from 25th April, 2024.
*Mr. Umesh Shankar Pawar, Executive Director of the Company appointed w.e.f 8th March, 2024
@Mrs. Varsha Pravin Joshi, Chief Financial Officer, of the Company appointed w.e.f 25th July, 2024
> FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 25 (7) of the Listing Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme conducted are available on the website of the Company www.lasalabs.com
> ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR:
During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act and relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria for the evaluation based on the SEBI Guidance Note on Board Evaluation.
The Board's functioning was evaluated on various aspects, of the Board, functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings.
The Directors were evaluated on aspects such as attendance, contribution at Board / Committee Meetings and guidance / support to the Management outside Board / Committee Meetings.
The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in separate meetings of Independent Directors.
The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
> COMMITTEE COMPOSITION:
The details pertaining to composition of Committees are included in the Corporate Governance Report, which forms a part of this Report Annexure I
> HUMAN RESOURCES:
Our company recognizes that employees are the most valuable resource and endeavors to enable its employees to meet business requirements while meeting their career aspirations. The Human Resource agenda continues to support the business in achieving sustainable and responsible growth by building the right capabilities in the organization. It
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continues to focus on progressive employee relations policies and building a high-performance culture with a growth mindset where employees are engaged, productive and efficient. Our company has in place duly approved PPM (Personnel Policy Manual) indicating roles and responsibilities of human force in the company.
> DECLARATION BY AN INDEPENDENT DIRECTOR:
The Company has received declarations from all Independent directors of the company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015").
> NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 6 (Six) times during the financial year. The details of Board Meetings and attendance of the Director in the Board meeting are provided in the Corporate Governance Report, which forms part of this Annual Report. For details of meetings of the Board, please refer to the Corporate Governance Report, annexed as Annexure I
> POLICIES OF THE COMPANY
Following are the policies which are formulated by the company and also available on the website of the company.
• CSR Policy
• Sexual Harassment Policy
• Policy governing transactions with Related Parties
• Whistle Blower Policy
• Nomination & Remuneration Policy
• Human Resource Policy
• Code of conduct Policy
• Policy Unpublished Price Sensitive Information
• Overlay Succession policy
• Materiality Policy
> RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures.
The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
> DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm that:
In terms of provisions of Section 134(3) (c) and Section 134(5) of the Companies Act, the Board of Directors, to the best of
their knowledge and ability, in respect of the financial year ended March 31, 2024, confirm that:
a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They had prepared the annual accounts for the Financial Year ended March 31, 2024 on a going concern basis.
e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
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.
> REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS.
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the corporate Governance Report. Annexure IV.
> CONSOLIDATED FINANCIAL STATEMENTS
Not applicable since your company do not have any subsidiary during the year under review.
> INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Board Members has in place adequate internal financial controls with reference to the Financial Statements. The Audit Committee of the Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.
> EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, is available on the website of the Company at www.lasalabs.com.
> CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company has formed the CSR committee in accordance with the provision of section 135 of the Act, details of which are provided in corporate governance report annexed hereto and forming part of this report. The CSR Policy of your company as approved by the Board of Directors and is posted on the website of the company www.lasalabs.com.
The CSR activities as required to be undertaken under Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company's CSR Policy, total amount to be spent under the CSR Policy for the financial year 2023-24, amount unspent and the reason for the unspent amount, is annexed hereto in forms part of this Report.
> CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The provisions relating to energy conservation and technology absorption have been adhered to the extent applicable to the Company. The Company makes all efforts towards the conservation of energy and ensures safety.
The particulars as prescribed under section 134(3) (m) of the Act read with rule 8(3) of the Companies (Accounts ) Rules, 2014 relating to conservation of energy, technology absorption is provided in Annexure II which forms the part of this report.
The details of foreign exchange earnings and outgo during the year under review are provided under Notes of the Audited Financial Statements. The members are requested to refer to the said note for details in this regards.
> PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limits prescribed under Section 196 and 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year or without the approval of share holders. The ratio of the remuneration of each Whole-time Director and Key Managerial Personnel to the median of employee Remuneration as per section 197 (12) of the Companies Act 2013 read with rule 5 of the Companies (Appointment & Remuneration of the management personnel) Rules, 2014 forms part of this report as Annexure IV.
> REGULATORY APPROVALS
The relevant regulations and policies as prescribed by the Government of India and other regulatory bodies have been duly complied with by your company.
Our manufacturing facilities are monitored and approved by various regulatory authorities. Periodically, the FDA, MPCB etc. Your company had halal and GMP certificate. Such authority conducts routine audits of all approved facilities.
> COMMITTEES OF THE BOARD:
Your company has eight (8) committees of the Board of Directors as on March 31, 2024 out of which 4 are statutory committees and other 4 are committees considering the need of best practices in corporate governance of the company.
Details given in the Corporate Governance Report Annexure I. Statutory Committees:
• Audit committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Internal Complaints Committee Other Committees:
• Allotment Committee
• Enquiry Committee
• Advisory Committee
• Fund Raising Committee
> SECRETARIAL AUDIT REPORT
Pursuant to section 204 of companies Act 2013 and rules made thereunder, a Secretarial Audit Report for the financial year 2023-24 in form MR-3 given by M/s. Shivam Sharma & Associates, Practicing Company Secretary is attached as Annexure-V which forms part of this report.
Further, the Secretarial Auditor report does not contain any qualification, reservation and adverse marks.
> CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance and Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms a part of this Report.
> MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, detailed review of operations, performance and future outlook of the company is covered under Management's Discussion & Analysis which forms a part of this report.
> PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company arranged various interactive awareness workshops in this regard for the employees in the manufacturing sites, R & D set ups & registered office during the financial year. Your company has also appointed external member in the committee dealing in prevention of sexual harassment.
During the financial year ended March 31, 2024 no complaint pertaining to sexual harassment was received by the Company.
> VIGIL MECHANISM POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors' and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, and provides direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.lasalabs.com.
> PATENTS
Patents which belong to your Company are follows:
> SUCCESSION PLANNING
The Company has its succession plan in place for orderly succession for appointments to Board and to senior management.
> AUDITORS AND AUDITOR'S REPORT :
Cost Auditors and Cost Audit Report:
As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been carrying out audit of cost records every year.
The Board of Directors, on the recommendation of Audit committee, has appointed M/s VJ. Talati & Co., Practicing Cost Accountants, Mumbai (Firm Reg. No.: R00213) as the cost Auditor to audit the cost records of the company for Financial Year 2024-25.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for FY 2024-25 is required to be ratified by the members, the Board of Directors recommends vide item no. 3 of the notice of AGM.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the company had appointed M/s Shivam Sharma & Associates, Practicing Company Secretary (M.No: A35727, CP. No: 16658) to undertake the Secretarial Audit of the company for the year ended March 31, 2024. The Secretarial Audit Report for the Financial Year ended March 31, 2024 has been annexed to this Report as Annexure V and forms an integral part of this Report.
Statutory Auditors:
M/s. Gupta Rustagi & Co Chartered Accountant (Firm Registration No.128701W) were appointed until the conclusion of Annual General Meeting to be held in the year 2029.
The Auditors' Report does not contain any qualification, reservation or adverse remark. Independent Auditors Report Annexed which forms part of this Annual Report.
> SECRETARIAL STANDARDS
During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.
> OTHER DISCLOSURES:
Corporate Governance: Pursuant to Regulation 34 of the SEBI LODR Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance, are provided in Annexure III forming part of this Report.
Statutory Compliance: The Company complies with all applicable laws and regulations, pays applicable taxes on time, takes care of all its stakeholders, ensures statutory CSR spend and initiates sustainable activities.
MSME: The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.
> DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There has been no instance of fraud reported by Auditors pursuant to Section 143(12) of the Companies Act, 2013 and the rules made thereunder.
> ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder.
The Annual Secretarial Compliance Report submitted by your Company to the Stock Exchanges is provided under Annexure VI which forms part of this report.
> PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Bank of Baroda has filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 alleging default in payment amounting to ' 26,79,46,546.25 (Twenty Six Crore Seventy nine lakhs forty six thousand five hundred and forty six rupees and twenty five paisa) (Including alleged interest and penalties) and seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company which is still pending at admissions stage
> APPRECIATIONS AND ACKNOWLEDGEMENT
The Board of Directors would like to thank and wish to express their appreciation for the continued co-operation of the Government of India, Governments of various States in India, bankers, financial institutions, Shareholders, customers, dealers, suppliers and also, the valuable assistance. The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.