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Anthem Biosciences Ltd
Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code 544449 ISIN Demat INE0CZ201020 Book Value 44.05 NSE Symbol ANTHEM Dividend Yield (%) 0 Market Cap ( Cr.) 42,480.18 P/E 83.86 EPS 9.02 Face Value 2

BOARD OF DIRECTOR'S REPORT Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Anthem"), along with the audited financial statements, for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Highlights (Rs. In Lacs)

Particulars

Standalone Financial Highlights

Consolidated Financial Highlights

Financial Year

As on 31st March, 2023 As on 31st March, 2022 As on 31st March, 2023 As on 31st March, 2022

Revenue

105,692.43 123,125.60 105,692.43 123,125.60

Other income

7,737.17 4,898.05 7,706.84 4,898.05

Total Income

113,429.60 128,023.66 113,399.27 128,023.66

Expenses:

Operating Expenditure

63,461.97 67,588.79 63,480.15 67,633.93

Depreciation & Amortization Expenses

6,369.60 5,775.64 6,369.60 5,775.64

Total Expenses:

69,831.57 73,364.43 69,849.75 73,409.57

Profit before Tax (PBT)

43,598.03 54,659.23 43,549.52 54,614.09

Add: Exceptional & Extra Ordinary items

6,180.25 - 6,180.25 -

Less: Tax Expenses

11,211.16 14,060.20 11,211.26 14,060.14

Profit after Tax (PAT)

38,567.12 40,599.02 38,518.51 40,553.95

Opening balance of Retained Earnings

97,465.38 60,793.08 97,423.67 60,791.93

Profits for the year

38,567.11 40,599.02 38,518.51 40,553.95

Adjustment during the year

(10,078.75) 133.30 (10,078.75) 133.30

Less: Dividend (inclusive of dividend tax)

- 0.12 - 0.12

Less: Trf to General Reserve

3,856.71 4,059.90 3,851.85 4,055.39

Closing balance of Retained Earnings

122,097.04 97,465.38 122,011.58 97,423.67

2. Performance Overview

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ('Ind AS') as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.

On a standalone level, the Company witnessed:

• Decrease in the revenue by 14.2% as compared to previous year.

• PBT decreased to Rs. 43,598.03 lacs, as compared to Rs. 54,659.23 lacs in FY2022

• PAT for FY2023 & FY2022 was Rs. 38,567.12 lacs & Rs. 40,599.02 lacs respectively.

• Cash balances and liquid investments improved to Rs. 84,055.98.95 lacs as on March 31, 2023, as compared to Rs. 61,124.92 lacs as on March 31, 2022.

On a consolidated level, the Company witnessed:

• PBT decreased to Rs. 43,549.52 lacs, as compared to Rs. 54,614.09 lacs in FY2022

• PAT for FY2023 & FY2022 was Rs. 38,518.51 lacs & Rs. 40,553.95 lacs respectively.

During the financial year 2023, the company witnessed a revenue de-growth of 14.2% majorly on account of delay in USFDA inspection of Unit 2 at Harohalli on account of Covid-19, causing some customers to defer their orders in addition to subdued demand from some of its customers. The company's operating margins remained healthy despite declining by 590 bps to 40.7% during 2023 from 46.6% of previous financial year.

3. Dividend

No dividend shall be declared for the Financial Year ended 31st March 2023, consequent to conversion of 0.05% Compulsorily Convertible Preference Share to equity shares during the Financial Year ended 31st March 2023.

4. Transfer to Reserves

The Board of Directors propose to transfer Rs. 3,856.71 lacs to the General Reserves and the balance of Rs. 122,097.04 lacs will be retained in the Profit and Loss account.

5. Subsidiaries

The Company has one Wholly Owned Subsidiary as on 31.03.2023.

NEOANTHEM LIFESCIENCES PRIVATE LIMITED is a wholly owned subsidiary of Anthem Biosciences Private Limited and was incorporated on the 22nd July 2020 with its registered office at 49, F1&F2, Canara Bank Road, Bommasandra Industrial Area- Phase I-560099, was established with the objective to discover, develop, manufacture and commercialize biopharmaceutical products that address significant unmet needs and provide biological solutions to improve industrial performance in all areas.

As per Sec. 129(3) of the Companies Act, 2013, where a company has one or more subsidiaries, it shall, in addition to its financial statement, prepare a consolidated financial statement of the Company and all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

There is no Company which have become or ceased to be the subsidiary, joint venture or associate company of Anthem during the year 2022-2023. In accordance with the above, the consolidated financial statement of the Company and its subsidiary's is prepared in accordance with Accounting Standards 21 and 27 as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiary in prescribed format AOC-1 is attached as "Annexure 1"to the Board Report.

6. Directors:

Dr. Ganesh Sambasivam (DIN: 01469963), shall retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

7. Number of Board Meetings

The Board of Directors met four (4) times during the financial year ending March 31st, 2023. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The Board passed resolution by Circulation one time during the year.

Board Meeting Date

Ajay Bhardwaj Ganesh Sambasivam Ravindra KC Satish Chander Subbanna

30.05.2022

V V V V

06.09.2022

V V V V

20.12.2022

V V V V

14.03.2023

V V V V

Committees of the Board Currently, the Company has two (2) Board level Committees: Corporate Social Responsibility Committee and Environment, Social and Governance & Climate Change Committee.

8. Director's Responsibility Statement

In compliance with the section 134 (5) of the Companies Act, 2013, the board of directors hereby confirms the following:

• In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

• We have selected such accounting policies and applied them consistently. We have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the company at the end of the financial year;

• We have 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;

• We have prepared the annual accounts on a going concern basis; and

• We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. Material Changes and Commitments occurred between the date of Balance Sheet and the date of Audit Report

No material changes and commitments affecting the financial position of the Company have occurred between March 31, 2023, and the date of this report.

10. Change in Nature of Business

The Company continues to be a pioneer biopharmaceutical company engaged in manufacturing active pharmaceutical ingredients and formulations, i with sales in markets across the globe.

There has been no change in the nature of the business of the Company.

11. Deposits

The Company has not accepted any deposit, including from the public, and as such no amount of principal and interest were outstanding as at March 31, 2023.

12. Particulars of Loans, Guarantees or Investment

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

13. Policy on Directors' Appointment and Remuneration

The Company has no policy on Directors' Appointment and Remuneration as per the provision of Companies Act, 2013.

14. Risk Management Policy / Framework

The Company has no risk management policy and no formal committee is constituted for this purpose. The Company however lays emphasis on risk management and has an enterprise-wide approach to risk management, which emphasizes on identifying and managing key operational and strategic risks with a dynamic business continuity plan. The Company strives to identify opportunities that enhance organisational values while managing or mitigating risks

15. Related Party Transactions

In accordance with Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in form AOC-2 is attached as "Annexure-2" to this report.

16. Vigil Mechanism

The Vigil Mechanism is envisaged pursuant to Section 177(9) of the Companies Act, 2013, through the Company's Whistle Blower Policy. The Whistle Blower Policy intends that the employees of the Company observe high standards of business, professional and personal ethics to conduct the affairs of the Company in a fair and transparent manner by practicing the highest standards of honesty, integrity while complying with all applicable laws and regulations.

The Whistle Blower policy of the Company is available on the website of the Company at https://www.anthembio.com/Whistle%20Blower%20Policy.html

17. Auditors:

• Statutory Auditors

• M/s. K. P. Rao & Co., Chartered Accountants, (Firm Registration no. 003135S) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 13th Annual General Meeting held on September 30, 2019 until the conclusion of the 18th Annual General Meeting of the Company to be held in the calendar year 2024.

• Board's response on Auditors Qualification, Reservation or Adverse Remark or Disclaimer made

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

• There are no frauds reported by auditors under Section 143(12).

• Cost Auditors

The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Companies Act, 2013. In the current year, the foreign exchange revenue of the Company for the preceding Financial Year i.e.2022-23 exceeds seventy five per cent (75%) of its total revenues and thereby the Company is exempted from conducting cost audit for the Financial Year 2023-24 pursuant to Rule 4 clause 3(i) of the Companies (Cost Records and Audit) Rules, 2014.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, M/s V. Sreedharan & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as "Annexure 3" to the Boards' report.

18. Annual Return

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, will be available on the website of the Company at https://www.anthembio.com/Corporate%20Compliance.html

19. Significant and Material Order

There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status and Company's operations in the future.

20. Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee). The Board, on the recommendation of the CSR Committee, adopted a CSR Policy. The same is available on the Company's website at https:// anthembio.com/Corporate%20Social%20Responsibility.html

The annual report on our CSR activities is appended as "Annexure-4" to the Board's Report.

21. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013

The Company has a policy and framework for employees to report sexual harassment cases at the workplace and the said process ensures complete anonymity and confidentiality of information. Anthem has constituted an Internal Complaints Committee in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy provides for creating a healthy and safe work environment that enables employees to work free from any unwelcome, offensive and discriminatory behavior. During the year, the Company has not received any complaint. The Company has been conducting regular awareness programmes aimed at prevention of sexual harassment.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Out Flow

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to these matters is given below:

a. Conservation of Energy

The steps taken or impact on conservation of energy:

Increase in dependency on renewable source of energy (Wind and Solar energy)

• Anthem has increased the dependency on renewable energy by utilizing wind energy and solar energy as well, through third-party and were able to achieve the dependency on renewable energy for 93% (Wind + Solar energy) vis-a-vis previous financial year of 75% (Wind + Solar energy).

• This has resulted in significant reduction in the greenhouse gas emission

• The wind and solar energy procurement is through a group captive power purchase arrangement

Air Emission Reduction Initiatives

• Use of HEPA filters to control indoor air quality in powder handling areas

• Efficient gas scrubbing systems

• Use of vent condensers

• Cold Traps introduced at the vent of the vacuum pumps

Reduction in Green House Gas Emissions

• Due to usage of renewable energy / use of cleaner fuel there has been reduction in CO2 emissions

Effluent Treatment Initiatives

• Anthem has taken trials in the volute filter (dewatering system for sludge management system) in order to narrow down the right type of polyelectrolyte for sludge conditioning. Based on trials, anionic poly B-39 (higher molecular weight) has been procured and implemented.

• Chemical dosing for the low TDS has been rationalised as follows ? Lime concentration reduced from 700 ppm to 500 ppm

? PAC concentration reduced from 300 ppm (5% solution) to 100 ppm (10% solution)

? Polyelectrolyte reduced from 5 ppm to 2.5 ppm

Other Initiatives

• Biogas generated from ETP anaerobic process and biological process is used as fuel in the boiler

• Steam produced from the boiler is utilized for operation of Stripper and Sludge drier.

• About 30,240 m3 of biogas has been fed to boiler to produce steam from August 2022 onwards

• Sprinkler and hydrant system has been installed in Unit-1 & Unit-II

• Part Load Efficiency (IPLV) for Chillers was achieved.

• Description: To achieve better performance, the cooling tower inlet temperature to the chiller was reduced. The performance improved from 0.7 kW/TR to 0.6 kW/TR

• Improvement in COP (Coefficient of Performance) was observed by installing Centrifugal Chillers in place of screw chillers

• Centrifugal Chiller and brine chiller with Variable Frequency Drive(VFD) were installed which improved the total energy consumption

• Boiler with economizer were installed for FO(Furnace Oil) and PNG (Piped Natural Gas)

• 1100 kW Heat pump was installed in place of Plate Heat Exchanger(PHE) for AHU Heating Coil

• Motor rating of IE3 which are of premium efficiency have been installed. This has led to 1% to 2% Improvement in Efficiency

• Energy efficient pumps for better pump efficiency have been installed

• Graphite condensers have been replaced with Haste alloy condensers for better heat transfer rate

b. Technology absorption: The Company continues to adopt and use the latest technologies to improve the productivity

and quality of its services and products.

c. Foreign Exchange Earnings and Outgo

Foreign Exchange earnings :

Rs. 84,345.60 lacs

Foreign Exchange outgo :

Rs. 18,299.30lacs

23. Expenditure on Research & Developments:

Company has its own in house R&D centre, with best in class infrastructure facility equipped with modern plant and machinery and scientific labs to carry out the scientific research and development related activities in the field of custom synthesis and biological / biosimilar activities. Innovation and research are critical to ensuring better health and creating financial value. In Financial Year 2021-22, our total R&D spend was 2.07% of turnover. Expenditure incurred for R&D during FY2023 & FY 2022 are given below:

Sl.No Particulars (Rs. in lacs)

FY 2023 FY 2022

a. Capital expenditure

570.05 75.51

b. Other recurring expenditure

2,586.13 2,478.80

(a+b)

3,156.18 2,554.31

24. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review

25. Details of difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from the banks or financial institutions along with reasons there of

There is no difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the banks or financial institutions.

26. Environment & Climate Change, Social and Governance (ESG )

The Company's commitment towards environment & climate change, social and governance (ESG) is a result of an increasingly volatile world where economic realities transform overnight. There is a growing conviction that a robust ESG fabric enhances stability, increases counter cyclicality and establishes the basis for long-term stakeholder value. The Company believes that this commitment is critical considering that the products manufactured consumes land, water, natural resources, fossil fuels and electricity, any moderation in which can have upsides for the local terrain, habitat and ecology.

Anthem defines sustainability as its efforts to reduce energy consumption, water usage, waste disposal and promotion of strategies that progress towards combating climate change and transitioning to a low carbon economy. The Company believes that, adopting financially responsible steps towards improving environmental sustainable operational practices represents good and responsible corporate citizenship and serves in the best interests of its clients.

The Board has adopted an Environmental, Social and Governance Policy. The same along with the annual ESG report for the year is available on Company's website at https://www.anthembio.com/ESG%20Policy%20Anthem.html

27. Management's Discussion and Analysis

The Company has, on a voluntary basis furnished the requirements on the Management Discussion and Analysis Report for the year 2023 and this forms a part of Annual Report.

28. Significant Events During Financial Year 2022-23

a. Conversion of 0.05% Compulsorily Convertible Preference Shares (CCPS) to Equity Shares and allotment of Equity Shares upon Conversion of CCPS.

The Board of Directors in its meeting held on 6th September, 2022 accorded for conversion of 23,316 number of 0.05% Compulsorily Convertible Preference Shares (CCPS) of Rs. 1000/- each into Equity Shares of Rs. 10/- each at the ratio of 50:1 equivalent to 466 Equity Shares, ranking paripassu with the existing Equity Shares of the Company.

b. Sub division of the Face Value of Equity Shares of Rs. 10/- into Rs. 2/- per Equity Share.

In order to improve the liquidity of Company's shares and to make the shares affordable to small investors, the Board of Directors at its meeting held on 6th September, 2022 had proposed to sub-divide the face value of Authorized/ Subscribed, Issued and Paid-up of the Company from one equity share of Rs.10/- (Rupees Ten only) each to five equity shares of Rs. 2/- (Rupees Two only) each. The shareholders in their Annual General Meeting held on 28th September 2022 have approved the Sub-division of face value of Equity shares to Rs.2./- each and amended the relevant clause of the Memorandum of Association of the Company.

c. Issue Bonus Shares to the existing shareholders of the Company.

The Board of Directors in its meeting held on 6th September, 2022 also recommended issue of bonus shares in proportion of 12(Twelve) share for every 1 (One) equity shares. The shareholders in their Annual General Meeting held on 28th September 2022 have approved the same and amended the relevant clause of the Memorandum of Association of the Company.Secretarial Standards issued by the Institute of Company Secretaries of India ('ICSI')

In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS-1, SS-2 and SS-4, relating to the 'Meetings of the Board, 'General Meetings' and 'Report of the Board of Directors, respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

Acknowledgement

The Board of Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business associates, financial institutions for their consistent support and encouragement to the Company.

We are sure you will join our Directors in conveying our sincere appreciation to employees at all levels of the Company for their hard work, dedication and commitment, in particular during this unprecedented year, thereby ensuring uninterrupted supply of quality services across the globe.

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Amount in INR)

Sl. No. Particulars

Details

1 Name of the subsidiary

Neoanthem Lifesciences Private Limited

2 Reporting period for the subsidiary concerned, if different from the holding company's reporting period

Same as Holding Company

3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

NA

4 Share capital

15,00,000

5 Reserves & surplus

-

6 Total assets

447,788,232.34

7 Total Liabilities

447,788,232.34

8 Investments

0

9 Turnover

0

10 Profit before taxation

(4,850,072.06)

11 Provision for taxation

0

12 Profit after taxation

(4,860,039.62)

13 Proposed Dividend

0

14 % of shareholding

100%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

M/S. Neoanthem Lifesciences Private Limited, is a wholly owned subsidiary of Anthem Biosciences Private Limited, which was incorporated on July 22, 2020. The Company is yet to commence operations.

2. Names of subsidiaries which have been liquidated or sold during the year.

There are no such subsidiaries which have been liquidated or sold during the year.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

There are no Associates and/or Joint Ventures with the company as on March 31, 2023.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/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 third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions: NIL

(c) Duration of the contracts / arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Justification for entering into such contracts or arrangements or transactions NIL

(f) Date(s) of approval by the Board: NIL

(g) Amount paid as advances, if any: NIL

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: NIL

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship:

SL.NO. NAME

NATURE OF RELATIONSHIP

1 Anthem Bio Pharma Pvt. Ltd.

Tenant / Customer

2 Ishaan Bhardwaj

Relative of Managing Director

3 Krithika Ganesh

Relative of Director

4. Keerthana Ravindra

Relative of Director

(b) Nature of contracts/arrangements/transactions:

SL.NO. NATURE OF TRANSACTION

1 Rent received from Anthem Bio Pharma Pvt. Ltd. and Supply of goods to Anthem Bio Pharma Pvt. Ltd.
2 Salary paid to relative of Managing Director
3 Salary paid to relative of Director
4 Salary paid to relative of Director

(c) Duration of the contracts / arrangements/transactions:

SL.NO. TRANSACTIONS

DURATION OF TRANSACTION

1 Rent received from Anthem Bio Pharma Pvt. Ltd.

11 years

2 Salary paid to relative of Managing Director

3 years

3 Salary paid to relative of Director

1 year

4 Salary paid to relative of Director

1 year

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

SL.NO. TRANSACTIONS

Salient terms of the transactions

1 Rent received from Anthem Bio Pharma Pvt. Ltd.

As per the agreement entered by the Company with Anthem Bio Pharma Pvt. Ltd. on 24th May 2012.

2 Salary paid to relative of Director

As per the letter of appointment issued by the Company dated 18th February 2019.

3 Salary paid to relative of Director

As per the letter of appointment issued by the Company dated 26th August 2021.

4. Salary paid to relative of Director

As per the letter of appointment issued by the Company dated 04th April 2022.

(e) Date(s) of approval by the Board, if any:

SL.NO. TRANSACTIONS

DURATION OF TRANSACTION

1 Rent received from Anthem Bio Pharma Pvt. Ltd.

24/05/2012

2 Salary paid to relative of Managing Director

-

3 Salary paid to relative of Director

-

4. Salary paid to relative of Director

-

ANNEXURE3 Form No. MR-3 SECRETARIAL AUDIT REPORT

[Pursuant to Sub Section (1) of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

For the Financial Year Ended March 31, 2023

To

The Members

ANTHEM BIOSCIENCES PRIVATE LIMITED

No. 49, F1 & F2, Canara Bank Road,

Bommasandra Industrial Area, Phase I,

Bommasandra, Bengaluru- 560099.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Anthem Biosciences Private Limited ("the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the financial year ended on March 31, 2023 (the audit period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the financial year ended on March 31, 2023, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

iii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment. No Overseas Direct Investment and External Commercial Borrowings were made by the Company during the period under review;

iv. Other laws specifically applicable to the Company:

a. Drugs and Cosmetics Act, 1940

b. Bio Medical Waste (Management & Handling) Rules, 1998

c. ICH Guidelines (this is the based on which US FDA/ EU Guidelines etc. are created on)

d. National Biodiversity Act, 2002

e. Narcotic Drugs and Psychotropic Substance Act, 1985

f. Drugs (Control) Act, 1950

g. Local laws laid down by Karnataka State Pollution Control Board (KSPCB), Central Pollution Control Board, Ministry of Environment and Forest, National Green Tribunal, Dept. of Factories, Boilers Industrial Safety and Health.

h. FSSAI Regulation 2011.

The Company being a Private limited company, the following Regulations prescribed under Securities and Exchange Board of India Act, 1992 ('SEBI Act') were not applicable to the Company during the audit period:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder.

c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

f. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

g. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and

j. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 As the Company is a private Company, entering agreement with stock exchanges does not arise.

We have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.

We have not examined compliance with applicable Financial Laws, like Direct and Indirect Tax Laws, since the same have been subject to review by statutory financial audit and other designated professionals.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards etc., mentioned above.

We further report that the Board of Directors of the Company is duly constituted. During the period under review there was no change in the composition of the Board of Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent to all the directors for all the Board Meetings held during the period under review. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairperson, the decisions of the Board were unanimous, and no dissenting views have been recorded.

We have been informed by the Company that, there are adequate system of internal controls commensurate with the nature, size and complexity of its operations including controls over financial reporting to ensure compliance with applicable laws, rules, regulations, and guidelines. Appropriate review and control mechanisms are in place for ensuring the internal control systems are operating effectively. The internal control system is supported by qualified personnel and a continuous programme of internal audit. The Company constantly reviews its policies and procedures to adhere conformity of the various global and domestic regulations for its manufacturing facilities or statutory compliances.

The following events/actions were having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines etc., during the audit period:

a. The Board of Directors in its meeting held on September 06, 2022 approved conversion of 23,316 number of 0.05% Compulsorily Convertible Preference Shares (CCPS) of Rs. 1,000/- each into Equity Shares of Rs. 10/- each at the ratio of 50:1 equivalent to 466 Equity Shares, ranking paripassu with the existing Equity Shares of the Company.

b. The Company in its 16th Annual General Meeting dated September 28, 2022 approved Sub-division of face value of Equity shares of the Company from one Equity Share of Rs.10/- (Rupees Ten only) each to five Equity Shares of Rs. 2/- (Rupees Two only) each and consequently amended the Capital clause of the Memorandum of Association of the Company.

c. The Company in its 16th Annual General Meeting dated September 28, 2022 approved issue of bonus shares to the existing shareholders in proportion of 12 (Twelve) Equity shares for every 1 (One) Equity shares held.

d. The Company in its 16th Annual General Meeting dated September 28, 2022 vide Special resolution increased its authorised share capital from existing Rs. 32,50,00,000 to Rs. 1,25,00,00,000 and consequently amended the Capital clause of the Memorandum of Association of the Company.

To

The Members

ANTHEM BIOSCIENCES PRIVATE LIMITED

No. 49, F1 & F2, Canara Bank Road,

Bommasandra Industrial Area, Phase I,

Bommasandra, Bengaluru- 560099

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

7. We have conducted online verification and examination of records, as facilitated by the Company for the purpose of issuing Secretarial Audit Report (Form No. MR-3).

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

[Pursuant to section 135 of the Companies Act, 2013 and rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief Outline of the Company's CSR policy, including overview of the projects proposed to be undertaken:

The Company's contributions and initiatives towards social welfare have been integral to its business, and it shall continue to pursue Corporate Social Responsibility activities (hereinafter referred to as "CSR") as one of its fundamental priorities for a longterm sustainability of business, social wellbeing, and economic growth at large. The Company has drafted a CSR policy and the same is available at its website at www.anthembio.com

The policy inter-alia covers the following:

1. Functioning of the CSR Committee

ii. Focus Areas:

a. To enhance Education, Differently abled, livelihood

b. Encouraging Sports

c. Environment, Animal Welfare, Conservation Of Resources

d. Gender Equality, Women Empowerment, Old Age Homes, Reducing Inequalities

e. Health, Eradicating Hunger, Poverty And Malnutrition, Safe Drinking Water, Sanitation

f. Other Sectors (Technology Incubator And Benefits To Armed Forces And Admin Overheads)

g. Contributions to Prime Minister's National Relief Fund

h. Contributions to Swachh Bharat Kosh

iii. Planning, Implementation & Monitoring of CSR

iv. Annual Action Plan, Reporting & Documentation

v. Treatment of Unspent CSR Obligation

vi. Contingency

vii. Policy Review & Future Amendment

2. The composition of the CSR Committee:

The CSR Committee of the Company was constituted on 2nd August, 2014 and comprises of the following directors as on 31st March 2023:

Sl. No. Name of Director

Designation Category Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year

1 Ajay Bhardwaj

Chairperson Managing Director 2 2

2 Sambasivam Ganesh

Member Director 2 2

3 K.C. Ravindra

Member Director 2 2

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company.

The web-link for CSR Policy and Committee is https://anthembio.com/Corporate%20Social%20Responsibility.html

4. Provide the details of impact assessment of CSR projects carried out in pursuance of sub rule (3) of rule 8 of Companies (CSR Policy) Rule, 2014, if applicable:

Not Applicable

5. Details of the amount available for set off in pursuance od sub rule (3) of rule 7 of the Companies (CSR Policy) Rules, 2014 and amount required to set off for the financial year, if any

NIL

6. Average Net Profit of the Company as per Section 135(5)

? 34,428.09Lacs

7.

(a) 2% of the average net profit of the Company as per Section 135(5)

688.56 Lacs.

(b) Surplus arising out of the CSR projects or programmes or activities of the Previous financial year

NIL

(c) Amount required to be set off for the financial year, if any

NIL

(d) Total CSR obligation for the financial year (7a+7b+7c)

688.56 Lacs.

8. (a) CSR amount spent or unspent for the financial year:

Amount unspent (In Rs.)

Total amount spent for the financial year

(In Rs.)

Total amount transferred to Unspent CSR account as per section 135(6)

Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135 (5)

4,60,93,403

2,27,62,791 - - -

* (c) Details of CSR amount spent against other than ongoing projects for the financial year:

1 2

3

4

5

6

7

8

9

10

11

SI.No. Name of the Project

Item from the list of activities in

Schedule VII to the Act

Local

Area

(Yes/No)

Location of the project

Project

Duration

Amount allocated for the Project (in Rs.)

Amount sent in the current financial year (in rs.)

Amount transferred to unspent CSR account for the project as per section 135(6) (in Rs.)

Mode of Implementation - Direct (Yes/ No)

Mode of implementation -Through implementing Agency

State

District

Name

CSR

registration

number

1 Contribution to corporate care funds

Clause (i)

Yes

Karnataka

Bangalore

1 year

250,000

250,000

-

No

AIM for Seva

CSR00003273

2 Serving mid-day meals to Govt. School Children in Karnataka

Clause (i)

Yes

Karnataka

Bangalore

1 year

4,000,000

2,500,000

1,500,000

No

Akshaya Patra Foundation

CSR00000286.

3 Promotion of sports

Clause (vii)

Yes

Karnataka

Bangalore

1 year

100,000

100,000

-

No

Bangalore Super Strikers FC

CSR00029599.

4 Baby table and chairs to school

Clause (ii)

Yes

Karnataka

Bangalore

1 year

96,944

96,944

-

Yes

-

-

5 Contribution towards healthcare

Clause (i)

Yes

Karnataka

Bangalore

1 year

2,000,000

2,000,000

-

No

Manipal

Foundation

CSR00002929.

6 Promoting education, including special education and employment enhancing vocation skills and livelihood enhancement projects.

Clause (i)

Yes

Karnataka

Bangalore

1 year

300,000

300,000

-

No

Centre for Cellular and molecular platforms

CSR00004220.

7 Promoting Sustainable Development Goals

Clause (ix) (b)

No

Maharashtra

Mumbai

1 year

200,000

200,000

-

No

NT Bombay

NA

8 Contribution towards healthcare

Clause (i)

Yes

Karnataka

Bangalore

1 year

200,000

200,000

-

No

Academy of Family Physicians of India, Karnataka

NA

9 Promoting education, employment enhancing vocation skills for children and women

Clause (i)

Yes

Karnataka

Bangalore

1 year

1,000,000

1,000,000

-

Yes

Bal Umang Drishya Sanstha

CSR00003766.

10 Promoting Sustainable Development Goals

Clause (ix) (b)

No

Delhi

Delhi

1 year

100,000

100,000

-

No

Foundation for Excellence India Trust (NT Delhi)

NA

11 Contributions to publicfunded Universities

Clause (ix) (b)

No

Delhi

Delhi

1 year

400,000

400,000

-

Yes

Chemical Research Society of India (JNU-Delhi)

NA

12 Contribution towards healthcare

Clause (i)

Yes

Karnataka

Bangalore

1 year

6,000,000

3,000,000

3,000,000

No

Sri Sringeri Sharada Peetham Charitable Trust

CSR00005313.

13 Restoration of works of art/development of traditional arts

Clause (v)

Yes

Karnataka

Bangalore

1 year

10,000,000

10,000,000

-

No

Art & Photography Foundation

CSR00000053

14 Infrastructure development of the Science Centre

Clause (v)

Yes

Karnataka

Bangalore

1 year

20,000,000

20,000,000

-

No

Janaseva Trust (Pa ram)

CSR00006302.

15 Environment sustainability

Clause (iv)

Yes

Karnataka

Ramanagara

1 year

1,447,214

1,447,214

-

Yes

-

-

Total

46,094,158

41,594,158

4,500,000

(d) Amount spent in administrative overheads - NIL

(e) Amount spent of Impact Assessment - Not Applicable

(f) Total amount spent for the Financial Year - 46,093,403 (Rupees Four Crore Sixty Lakhs Ninety Three Thousand Four Hundred and Three Only)

(g) Excess a mount for set off, if any - NIL

> (b)Details of CSR amount spent against ongoing projects for the financial year:

r

1 2

3 4

5

6 7 8 9 10

11

SI.No. Name of the Project

Item from the list of activities in Schedule VII to the Act Local Area

(Yes/No)

Location of the project

Project

Duration

Amount allocated for the Project (in Rs.) Amount sent in the current financial year (in rs.) Amount transferred to unspent CSR account for the project as per section 135(6) (inRs.) Mode of

Implementation - Direct (Yes/No)

Mode of implementation - Through implementing Agency

State District Name CSR

registration

number

1 Government School @ Jakkasandra

Clause (ii) Yes Karnataka Ramanagara 36 months 6,200,000 2,053,200 4,146,800 Yes

2 Government School @ Bannikuppe

Clause (ii) Yes Karnataka Ramanagara 36 months 6,000,000 2,316,045 3,683,955 Yes

3 Government Schools and Public Sanitation

Clause (i) Yes Karnataka Ramanagara 36 months 4,953,670 4,953,670 Yes

4 Construction of Canteen Facility for homeless

Clause (i) Yes Karnataka Bangalore 36 months 5,000,000 5,000,000 No Friends of Sick Association CSR00026770

5 Infrastructural development

Clause (xii) Yes Karnataka Bangalore 36 months 358,366 358,366 No Bommasandra

Industrial

Association

CSR00038934

6 Eradicating Hunger

Clause (i) Yes Karnataka Bangalore 36 months 250,000 130,000 120,000 Yes ' "

Total

22,762,036 4,499,245 18,262,791

9. (a) Details of unspent CSR amount for the preceding three financial years:

Preceding Financial Year

Amount transferred to Unspent CSR Account under Section 135 (6) (in Rs.)

Amount spent in the reporting Financial Year (inRs.)

Amount transferred to any fund specified under Schedule VII as per Section 135(6) if any

Amount remaining to be spent in succeeding financial years (in Rs.)

Name of the Fund Amount (in Rs.) Date Of transfer
2020-2021 13,260,826 1,000,000 - - - 8,315,143.60
2021-2022 36,778,281 12,849,926 - - - 22,941,720.62

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial years(s):

1 2

3 4 5 6 7 8 9

SI. No. Project ID

Name of the Project Financial Year in which the project was commenced Project

duration

Total amount allocated for the project (in Rs.) Amount spent on the project in the reporting financial year (in Rs.) Cumulative amount spent at the end of reporting financial year (in Rs.) Status of the project - Completed/On- going

1 FY31.03.2021_1

Foundation for Neglected Disease Research 2020-2021 36 months 5,000,000 1,000,000 4,000,000 Ongoing

2 FY31.03.2022_1

Lake rejuvenation 2020-2021 36 months 2,000,000 1,000,000 2,000,000 Completed

3 FY31.03.2022_2

Development of tribal community 2020-2021 36 months 2,500,000 1,000,000 2,500,000 Completed

4 FY31.03.2022_3

Govt. School @Maralakunte 2021-2022 36 months 5,500,000 4,323,154 4,323,154 Ongoing

5 FY31.03.2022_4

Govt. School @Adanakuppe Urdu school 2021-2022 36 months 15,000,000 3,732,171 3,732,171 Ongoing

6 FY31.03.2022_5

Govt. School @ Hebbideramatu 2021-2022 36 months 3,000,000 1,827,000 1,827,000 Ongoing

7 FY31.03.2022_6

Public Toilets @Kanakpura Taluq 2021-2022 36 months 6,000,000 967,600 967,600 Ongoing

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year. (asset-wise details)

• Date of creation or acquisition of the Capital assets. NIL

• Amount of CSR spent for creation or acquisition of capital asset. NIL

• Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. NIL

• Provide details of the Capital asset(s), created or acquired (including complete address and location of the capital asset). NIL

11. Specify the reason(s), if the Company has failed to spend 2% of the average net profit as per Section 135(5)

The Company started the project for construction of schools in underdeveloped areas of Ramanagar District, in the year 202021. The Company has already established 2 number of schools in the year 2022 and 2023 in Ramanagara district. During the year, the Company has been making contribution in the health care projects, environment welfare and rural and tribal development activities and is under the process to explore some more CSR projects which would meet the prospect of the CSR Policy. The Company is also in the process of finding suitable implementing agencies to circumvent non-expenditure of the deployed amount towards Corporate Social Responsibility in the upcoming years.

   

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