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.
|