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Eris Lifesciences Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
The Board of Directors of your Company have pleasure in presenting their 19th Annual Report (9th Post - IPO) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2025.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
During the year under review, the performance of your Company was as under:
|
(Rs. In Crore) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year ended on March 31, 2025 |
Financial Year ended on March 31, 2024 |
Financial Year ended on March 31, 2025 |
Financial Year ended on March 31, 2024 |
|
|
Revenue from Operations |
1,697.75 |
1,486.71 |
2,893.64 |
2,009.15 |
|
Other Income |
35.51 |
34.83 |
18.36 |
23.82 |
|
Total Revenue |
1,733.26 |
1,521.54 |
2,912.00 |
2,032.97 |
|
Operating EBITDA |
486.55 |
453.82 |
1017.20 |
674.83 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
522.06 |
488.65 |
1035.56 |
698.65 |
|
Less: Depreciation/ Amortisation/ Impairment |
(181.77) |
(102.39) |
(315.46) |
(182.51) |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
340.29 |
386.26 |
720.10 |
516.14 |
|
Less: Finance Costs |
(220.24) |
(57.42) |
(231.29) |
(84.80) |
|
Profit /loss before Exceptional items and Tax Expense |
120.05 |
328.84 |
488.81 |
431.34 |
|
Add/(less): Exceptional items |
0 |
0 |
0 |
0 |
|
Profit before share of profit/ loss) from investment in joint venture and tax |
120.05 |
328.84 |
488.81 |
431.34 |
|
Share of (profit)/ loss from investment in joint venture, net of tax |
0 |
0 |
(0.06) |
0 |
|
Profit before tax |
120.05 |
328.84 |
488.87 |
431.34 |
|
Less : Tax Expenses (Current & Deferred) |
(42.66) |
(29.12) |
(114.20) |
(34.22) |
|
Profit /loss for the year |
77.39 |
299.72 |
374.67 |
397.12 |
|
Profit after tax before share of profit/(loss) of minority interest |
77.39 |
299.72 |
374.67 |
397.12 |
|
Share of profit/(loss) attributable to Minority Interest |
0 |
0 |
22.83 |
5.07 |
|
Profit for the year attributable to the shareholders of the company |
77.39 |
299.72 |
351.84 |
392.05 |
|
Other Comprehensive Income/(Loss) |
(2.84) |
(2.76) |
(3.29) |
(3.05) |
|
Total Comprehensive Income/Loss |
74.55 |
296.96 |
371.38 |
394.07 |
|
Owners of the company |
348.66 |
389.00 |
||
|
Add : Balance B/F from the previous year |
2,487.18 |
2,190.21 |
2,540.94 |
2,155.92 |
|
Less: Transfer to Debenture Redemption Reserve, If any |
0 |
0 |
0 |
0 |
|
Less: Transfer to Reserves |
74.55 |
296.97 |
348.66 |
389.00 |
|
Less: Interim dividend |
(100.06) |
0 |
(100.06) |
0 |
|
Less: Utilised for buy back of shares |
0 |
0 |
0 |
0 |
|
Less: Change in Non-controlling interest / Transfer due to merger |
0 |
0 |
3.73 |
(3.99) |
|
Balance Profit / (Loss) C/F to the next year |
2,461.67 |
2,487.18 |
2,793.19 |
2,540.94 |
2. STATE OF AFFAIRS (standalone):
⢠The gross sales and other income for the financial year under review were Rs. 1,733.26 crore as against Rs. 1,521.54 crore in the previous year, recording a growth of 13.91%
⢠The profit before tax was Rs. 120.05 crore for the financial year under review as against Rs. 328.84 crore for the previous financial year, registering a decrease of 63.49%
⢠The profit after tax for the financial year under review was Rs. 77.39 crore as against Rs. 299.72 crore for the previous financial year, registering a decrease of 74.18%.
In line with the Dividend Distribution Policy of the Company, during the financial year under review, the Company had paid Rs. 7.35 per equity share (at the rate of 735%) as an interim dividend for the financial year 2024-25. No final dividend has been recommended by the Board of Directors.(During the previous financial year no dividend has been paid by the Company).
Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to its Shareholders and the amount of profits retained for its business requirements, present and future. The Policy intends to broadly specify various external and internal factors that shall be considered while declaring dividend, the circumstances under which the Shareholders of the Company may or may not expect dividend, the financial parameters that shall be considered while declaring dividend and the parameters that shall be adopted with regard to various classes of shares.
The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at https://eris.co.in/corporate-governance/
4. CAPITAL EXPENDITURE (standalone):
As on March 31, 2025, the gross fixed assets (tangible and intangible) stood at Rs. 2,875.20 crore (previous financial year Rs. 1,811.19 crore) and the net fixed assets (tangible and intangible), at Rs. 2,412.18 crore (previous financial year Rs. 1,515.54 crore). Capital expenditure during the financial year under review amounted to Rs. 7.62 crore (previous year Rs. 349.04 crore).
During the financial year under review, the Company has paid cash consideration of Rs. 27 Crore towards acquisition of Eris Bionxt Private Limited (Formerly known as Chemman Labs Private Limited)
The Company has not transferred any amount to the reserves during the financial year under review. (previous year: NIL)
6. CHANGES IN CAPITAL STRUCTURE:
During the financial year under review, the Company had issued and allotted 17,174 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2017" and 1,17,115 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2021". As a result, the issued, subscribed, and paid-up share capital of the Company increased from Rs. 13,60,28,280/- (divided into 13,60,28,280 equity shares of Re. 1/- each) to Rs. 13,61,62,569/- (divided into 13,61,62,569 equity shares of Re. 1/- each). The equity shares issued under the Eris Lifesciences Employee Stock Option Plan 2017 and Eris Lifesciences Employee Stock Option Plan 2021 ranks pari-passu with the existing equity shares of the Company.
During the financial year under review, the Company had issued 1,25,000 Listed, Rated, Unsecured, Redeemable NonConvertible Debentures having face value of Rs. 1,00,000/- each aggregating to Rs. 12,50,00,00,000/- for refinancing the existing debt and reduction of liabilities.
M/s. Deloitte Haskins & Sells LLP, having Firm''s Registration No. 117366W/W-100018, Statutory Auditors of the Company, were re-appointed at the 15th Annual General Meeting (AGM) held on September 01, 2021, and will complete their term at the end of the ensuing 19th AGM (9th Post IPO) of the Company.
The Board has recommended the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company, for a period of five years from the conclusion of the ensuing 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company. M/s. Walker Chandiok & Co. LLP have confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.
Qualification, reservation, or adverse remark or disclaimer made by the Statutory Auditors in the Audit report:
The Auditor''s Report for the financial year ended March 31, 2025, does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and also appointed M/s. Kiran J Mehta & Co., Cost Accountants as a Cost Auditor of the Company for the financial year 2024-25 within the stipulated period of time. The Cost Audit Report, for the year ended March 31, 2024, was filed with the Central Government within the prescribed timeline.
M/s. Kiran J Mehta & Co., Cost Accountants have been duly reappointed by Board to conduct the audit of the cost records of the Company for the financial year 2025-26.
The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Kiran J Mehta & Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2025-26 has been included in the Notice of the ensuing 19th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
9. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
The Board, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has duly appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies Act, 2013, for a period of five years from the conclusion of the ensuing 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company.
The Secretarial Auditor of the Company and its material subsidiaries have carried out the Secretarial Audit for their respective entities and their reports in Form MR-3, for the financial year 2024-25, are annexed as "Annexure 1" to this report.
Qualification, reservation, or adverse remark or disclaimer made by the Secretarial Auditors in the Audit report:
The Secretarial Auditor''s Report for the financial year ended on March 31, 2025, does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
10. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies, processes, and structure for ensuring the orderly and efficient conduct of its business with adequate and effective internal financial control across the organization, including adherence to the Company''s policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
Also, the Company has an internal audit system commensurate with the size of the Company and periodic audits of the internal functions and processes of the Company are ensured by the Board of Directors.
11. CONSERVATION OF ENERGY, RESEARCH, AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at "Annexure 2" to this report.
12. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
As on March 31, 2025, the Company has (4) four wholly owned subsidiaries and (2) two partly owned subsidiaries and (2) two step down wholly owned subsidiaries and (1) step down associate company. As per the provisions of the Companies Act, 2013, there are no direct associate or joint venture companies of the Company.
During the financial year under review, the Company acquired 100% stake in Eris Bionxt Private Limited (Formerly known as Chemman Labs Private Limited) at the company valuation of Rs. 27 crore through judicious mix of internal accruals and borrowings.
During the financial year under review, Eris Bionxt Private Limited acquired 30% stake in Levim Lifetech Private Limited at the company valuation of Rs. ~51.43 crore through inter corporate borrowing.
There has been no material change in the nature of the business of the subsidiaries of the Company.
The Board of Directors had reviewed the affairs of all the subsidiaries of the Company.
The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at https://eris.co.in/corporate-governance/
13. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
Pursuant to Section 129(3) of the Companies Act, 2013, and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiaries/ joint ventures/ associate companies, bringing out the highlights of their performance, appears at Form AOC - 1 which appears at "Annexure 3" to this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial Statements.
The Audited Financial Statements of Company''s subsidiaries for the financial year ended March 31, 2025, are available on the web link https://eris.co.in/financials/ and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the 19th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.
14. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, and also as per the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in form MGT-7 of the Company as on March 31, 2025, is available on the Company''s website at https://eris.co.in/corporate-governance/
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee composition, meetings, and the attendance of the Members at the meetings along with other details appear in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at "Annexure 4" to this Report. The content of the CSR Policy is available on the website of the Company at https://eris.co.in/corporate-governance/
17. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis (''MDA'') for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section which forms a part of this Annual Report.
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance and the Practicing Company Secretary''s Certificate confirming compliances thereof appears at "Annexure 5" to this report.
19. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social, and governance perspective appears separately in the Annual Report.
20. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, no changes occurred in the constitution of the Board of Directors of the Company.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder.
The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013, and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise (including proficiency in terms of Section 150(1) of the Act and applicable rules made thereunder).
The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on performance/developments of the Company are sent to the Directors. The brief details of the familiarisation programme are available on the website of the Company at https://eris.co.in/corporate-governance/.
There were no changes in Key Managerial Personnel during the financial year 2024-25.
Pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013, and the recommendation of the NRC, the Board of Directors, vide resolution passed on June 30, 2025, duly re-appointed:
⢠Mr. Amit Indubhushan Bakshi as a Managing Director of the Company for further term of 5 years commencing from April 01, 2026, up to March 31, 2031.
⢠Mr. Inderjeet Singh Negi as a Whole Time Director for further term of 5 years commencing from April 01, 2026, up to March 31, 2031.
⢠Mr. Kaushal Kamlesh Shah as a Whole Time Director for further term of 5 years commencing from October 01, 2025, up to September 30, 2030.
⢠Mr. Krishnakumar Vaidyanathan as a Whole Time Director for further term of 5 years commencing from September 01, 2026, up to August 31, 2031.
Necessary resolutions for approval of the re-appointment of the aforesaid Directors have been included in the Notice of the ensuing 19th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board of Directors of the Company duly met 5 (five) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and Listing Regulations.
The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.
The Company has the following 6 (six) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholders Relationship Committee
⢠Risk Management Committee
⢠Executive Committee
The details with respect to the composition, terms of reference, number of meetings held, and other disclosures required to be made in the Board''s report etc. of these Committees are given in the report on Corporate Governance which forms part of the Annual Report.
23. EMPLOYEES'' STOCK OPTION SCHEME:Eris Lifesciences Employee Stock Option Plan 2017
The ''Eris Lifesciences Employee Stock Option Plan 2017'' ("ESOP 2017") was approved by the shareholders at their Extra Ordinary General Meeting held on February 03, 2017, and subsequently in the Eleventh Annual General Meeting held on September 29, 2017, the Shareholders duly ratified the said Plan. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI SBEB, 2021] are annexed as "Annexure 6" and the same are also available on the Company''s website at: https://eris.co.in/announcements-notices/
Eris Lifesciences Limited Employee Stock Option Plan 2021
The ''Eris Lifesciences Employee Stock Option Plan 2021'' ("ESOP 2021") was approved by the shareholders at their Fifteenth Annual General Meeting held on September 01, 2021. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI SBEB, 2021] are annexed as "Annexure 7" and the same are also available on the Company''s website at: https://eris.co.in/announcements-notices/
The objects of the Schemes are, inter alia, to provide an incentive to reward and motivate employees and enable them to participate in the long-term financial growth of the Company. The Company has granted stock options to eligible employees. The options will be exercisable into equity shares as per the terms and conditions stipulated in the above plan(s).
The certificate from the Secretarial Auditors of the Company certifying that the Scheme is implemented in accordance with the SEBI SBEB, 2021, and the resolutions passed by the members in this regard shall be available at the 19th Annual General Meeting for inspection by members.
24. CONTRACTS WITH RELATED PARTIES:
The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link: https://eris.co.in/corporate-governance/. All contracts/ arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm''s length basis.
As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act as per the last audited financial statements are given in Form AOC-2 provided at "Annexure 8" to this Report.
25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE COMPANY:
Details of loans, guarantees and investments, etc covered under section 186 of the Companies Act, 2013, appear in the notes to the financial statements.
26. PROTECTION OF WOMEN AT WORKPLACE:
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the financial year ended March 31, 2025.
Number of Complaints Received, Solved and Pending during the year:
|
No. of complaints of sexual harass- |
No. of complaints disposed off during |
No. of cases pending for more than |
|
ment received in the year |
the year |
ninety days |
|
NIL |
||
27. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:
The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women employees are provided maternity leave and other benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961. The Company has also ensured a safe and supportive working environment, including provisions for creche facilities where applicable, in line with statutory requirements.
The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company.
The Risk Management Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
29. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of an actual or suspected violation, wrongdoings, or any illegal or unethical, or improper practice which may adversely impact the image and/or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.
This provides for adequate safeguards against the victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported in the financial year 2024-25. The said policy is available on the Company''s Website at https://eris.co.in/corporate-governance/
30. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
⢠In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explantion relating to material departures, if any;
⢠They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;
⢠They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
⢠They had prepared the annual accounts on a going concern basis;
⢠They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating efficiently; and
⢠They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
31. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company has in place a policy on remuneration of Directors, Key Managerial Personnel ("KMP") and Other Employees which appears at "Annexure 9" to this report.
The details of parameters adopted for evaluating the performance of Non-Executive Directors appears in the Report on Corporate Governance which forms part of this Annual Report and also available on the Website of the Company at https://eris.co.in/corporate-governance/
32. MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT:
The Board adopted the evaluation performed by the Independent Directors on the Board''s performance carried out in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, ("SEBI LODR") Reg. 25(4)(a) which took into account factors like ''ability to create value for its shareholders while ensuring legal compliances'' and ''corporate governance norms''. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria approved by the Nomination and remuneration committee of the Company. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors in accordance with SEBI LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with SEBI LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on parameters adopted by the Nomination and Remuneration Committee.
33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2), & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at "Annexure 10".
35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments that occurred between the end of the financial year to which the financial statements relate and the date of this Report.
The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.
Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:
⢠Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
⢠Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (Share Capital and Debenture) Rules, 2014 regarding issue of equity shares with differential rights.
⢠Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.
⢠Issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employees'' Stock Options Plans referred to in this Report.
⢠Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Directors of the Company as per section 197(14) of the Companies Act, 2013.
⢠Revision in the financial statements (apart from regrouping adjustments) or directors'' report in any of the three preceding financial years.
⢠Regulation 32(4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue.
⢠Change in the nature of business as per Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014.
⢠Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
⢠Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year.
⢠Details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
Mar 31, 2024
The Board of Directors of your Company have pleasure in presenting their 18th Annual Report (8th Post - IPO) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2024.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
|
During the year under review, the performance of your Company was as under: |
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|
(Rs. In Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year ended on March 31, 2024 |
Financial Year ended on March 31, 2023 |
Financial Year ended on March 31, 2024 |
Financial Year ended on March 31, 2023 |
|
|
Revenue from Operations |
14,867.06 |
13,307.25 |
20,091.43 |
16,851.49 |
|
Other Income |
348.28 |
172.64 |
238.15 |
111.53 |
|
Total Revenue |
15,215.34 |
13,479.89 |
20,329.58 |
16,963.02 |
|
Operating EBITDA |
4,538.14 |
5,051.14 |
6,748.30 |
5,367.46 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
4,886.42 |
5,223.78 |
6,986.45 |
5,478.99 |
|
Less: Depreciation/ Amortisation/ Impairment |
(1,023.89) |
(646.57) |
(1,826.05) |
(1,170.88) |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
3,862.53 |
4,577.21 |
5,160.40 |
4,308.11 |
|
Less: Finance Costs |
(574.20) |
(208.10) |
(848.01) |
(261.68) |
|
Profit /loss before Exceptional items and Tax Expense |
3,288.33 |
4,369.11 |
4,312.39 |
4,046.43 |
|
Add/(less): Exceptional items |
0 |
0 |
0 |
0 |
|
Profit/(Loss) before taxation |
3,288.33 |
4,369.11 |
4,312.39 |
4,046.43 |
|
Less : Tax Expenses (Current & Deferred) |
(291.21) |
(389.03) |
(341.85) |
(304.83) |
|
Profit /loss for the year |
2,997.12 |
3,980.08 |
3,970.54 |
3,741.60 |
|
Profit after tax before share of profit/(loss) of minority interest |
2,997.12 |
3,980.08 |
3,970.54 |
3,741.60 |
|
Share of profit/(loss) attributable to Minority Interest |
0 |
0 |
50.71 |
(79.98) |
|
Profit for the year attributable to the shareholders of the company |
2,997.12 |
3,980.08 |
3,919.83 |
3,821.58 |
|
Other Comprehensive Income/(Loss) |
(27.58) |
(1.49) |
(30.51) |
(0.59) |
|
Total Comprehensive Income/Loss |
2,969.54 |
3,978.59 |
3,940.03 |
3,742.19 |
|
Owners of the company |
2,969.54 |
3,978.59 |
3,889.32 |
3,822.17 |
|
Add : Balance B/F from the previous year |
21,902.06 |
18,922.78 |
21,559.30 |
18,736.53 |
|
Less: Transfer to Debenture Redemption Reserve, If any |
0 |
0 |
0 |
0 |
|
(Rs. In Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year ended on March 31, 2024 |
Financial Year ended onMarch 31, 2023 |
Financial Year ended on March 31, 2024 |
Financial Year ended onMarch 31, 2023 |
|
|
Less: Transfer to Reserves |
0 |
0 |
0 |
0 |
|
Less: Interim dividend |
0 |
(999.40) |
0 |
(999.40) |
|
Less: Utilised for buy back of shares |
0 |
0 |
0 |
0 |
|
Less: Change in Non-controlling interest / Transfer due to merger |
0 |
0 |
0 |
0 |
|
Balance Profit / (Loss) C/F to the next year |
24,871.60 |
21,902.06 |
25,448.62 |
21,559.30 |
2. STATE OF AFFAIRS (standalone):
⢠The gross sales and other incomes for the financial year under review were Rs. 15,215.34 million as against Rs. 13,479.89 million in the previous year, recording a growth of 12.87%
⢠The profit before tax was Rs. 3,288.33 million for the financial year under review as against Rs. 4,369.11 million for the previous financial year, registering a decrease of 24.74%
⢠The profit after tax for the financial year under review was Rs. 2,997.12 million as against Rs. 3,980.08 million for the previous financial year, registering a decrease of 24.70%.
After taking into consideration the consolidation plans of the Company, the Board of Directors of your Company have thought it prudent to not recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2024. During the previous year, the Company had paid an interim dividend of Rs. 7.35 per equity share (at the rate of 735%), with no final dividend.
Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to its Shareholders and the amount of profits retained for its business requirements, present and future. The Policy intends to broadly specify various external and internal factors that shall be considered while declaring dividend, the circumstances under which the Shareholders of the Company may or may not expect dividend, the financial parameters that shall be considered while declaring dividend and the parameters that shall be adopted with regard to various classes of shares.
The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at https://eris.co.in/corporate-governance/.
4. CAPITAL EXPENDITURE (standalone):
As on March 31, 2024, the gross fixed assets (tangible and intangible) stood at Rs. 18,111.94 million (previous year Rs. 10,948.41 million) and the net fixed assets (tangible and intangible), at Rs. 15,155.55 million (previous year Rs. 8,978.13 million).
Capital expenditure during the financial year under review amounted to Rs. 3,490.45 million (previous year Rs. 3,112.65 million).
During the financial year under review, the Company has paid cash consideration of Rs. 2,000 million as a part consideration towards acquisition of Swiss Parenterals Limited (previous year 6,554.90 million for acquisition of Eris Oaknet Healthcare Private Limited).
The Company has not transferred any amount to the reserves during the financial year under review. (previous year: NIL)
6. CHANGES IN CAPITAL STRUCTURE:
During the financial year under review, the Company had issued and allotted 18,332 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2017" and 17,710 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2021". As a result, the issued, subscribed, and paid-up share capital of the Company increased from Rs. 13,59,92,238/- (divided into 13,59,92,238 equity shares of Re. 1/- each) to Rs. 13,60,28,280/- (divided into 13,60,28,280 equity shares of Re. 1/- each). The equity shares issued under the Eris Lifesciences Employee Stock Option Plan 2017 and Eris Lifesciences Employee Stock Option Plan 2021 ranks pari-passu with the existing equity shares of the Company.
During the financial year under review, the Company had issued 43,750 8% Secured Redeemable Non-Convertible Debentures of Rs. 4,375 million towards part consideration for acquisition of Swiss Parenterals Limited.
M/s. Deloitte Haskins & Sells LLP, having Firm''s Registration No. 117366W/W-100018, Statutory Auditors of the Company, were re-appointed at the 15th Annual General Meeting (AGM) held on September 01, 2021, and will complete their term at the end of the 19th AGM (9th Post IPO) of the Company.
Qualification, reservation, or adverse remark or disclaimer made by the Statutory Auditors in the Audit report:
The Auditor''s Report for the financial year ended March 31, 2024, does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the financial year 2023-24. The Cost Audit Report, for the year ended March 31, 2023, was filed with the Central Government within the prescribed timeline.
M/s. Kiran J Mehta & Co., Cost Accountants have been duly reappointed by Board to conduct the audit of the cost records of the Company for the financial year 2024-25.
The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Kiran J Mehta & Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the forthcoming 18th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
9. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has duly re-appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies Act, 2013, for the financial year 2024-25.
The Secretarial Auditor of the Company and its material subsidiaries have carried out the Secretarial Audit for their respective entities and their reports in Form MR-3, for the financial year 2023-24, are annexed as "Annexure 1" to this report.
Qualification, reservation, or adverse remark or disclaimer made by the Secretarial Auditors in the Audit report:
The Secretarial Auditor''s Report for the financial year ended on March 31, 2024, does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
10. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies, processes, and structure for ensuring the orderly and efficient conduct of its business with adequate and effective internal financial control across the organization, including adherence to the Company''s policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
Also, the Company has an internal audit system commensurate with the size of the Company and periodic audits of the internal functions and processes of the Company are ensured by the Board of Directors.
11. CONSERVATION OF ENERGY, RESEARCH, AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at "Annexure 2" to this report.
12. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
As on March 31, 2024, the Company has (4) four wholly owned subsidiaries and (2) two subsidiaries and (1) one step down subsidiary. As per the provisions of the Companies Act, 2013, there are no associate or joint venture companies of the Company.
The Company acquired 51% stake in Swiss Parenterals Limited at the company valuation of Rs. ~6375 million through judicious mix of internal accruals and borrowings during the financial year 2023-24.
During the financial year under review, the Company with an intent to bring synergy in the operations within the group and to harness the advantages of scales at which the Company operates had merged the operations of Eris Oaknet Healthcare Private Limited, wholly owned subsidiary by transferring its predominant sources of revenue and associated cost centres to Eris Lifesciences Limited.
There has been no material change in the nature of the business of the subsidiaries of the Company.
The Board of Directors had reviewed the affairs of all the subsidiaries of the Company.
The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at https://eris.co.in/corporate-governance/.
13. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES /JOINT VENTURE/ ASSOCIATE COMPANY:
Pursuant to Section 129(3) of the Companies Act, 2013, and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiaries/ joint ventures/ associate companies, bringing out the highlights of their performance, appears at Form AOC - 1 which appears at "Annexure 3" to this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial Statements.
The Audited Financial Statements of Company''s subsidiaries for the financial year ended March 31, 2024, are available on the web link https://eris.co.in/financials/ and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the 18th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.
14. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 8(1) of the Companies (Accounts) Rules, 2014, and also as per the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024, is available on the Company''s website at https://eris.co.in/corporate-governance/.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee composition, meetings, and the attendance of the Members at the meetings along with other details appear in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at "Annexure 4" to this Report. The content of the CSR Policy is available on the website of the Company at https://eris.co.in/corporate-governance/.
17. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis (''MDA'') for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section which forms a part of this Annual Report.
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance and the Practicing Company Secretary''s Certificate confirming compliances thereof appears at "Annexure 5" to this report.
19. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social, and governance perspective appears separately in the Annual Report.
20. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, no changes occurred in the constitution of the Board of Directors of the Company.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder.
The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder).
The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on performance/developments of the Company are sent to the Directors. The brief details of the familiarisation programme are available on the website of the Company at https://eris.co.in/corporate-governance/.
There were no changes in Key Managerial Personnel during the financial year 2023-24.
In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Inderjeet Singh Negi (DIN: 01255388) retires by rotation at the forthcoming 18th Annual General Meeting and being eligible, offers himself for re-appointment.
Necessary resolutions for approval of the re-appointment of the aforesaid Director has been included in the Notice of the forthcoming 18th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board of Directors of the Company duly met 6 (six) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.
The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.
The Company has the following 6 (six) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholders Relationship Committee
⢠Risk Management Committee
⢠Executive Committee
The details with respect to the composition, terms of reference, number of meetings held and other disclosures required to be made in the Board''s report etc. of these Committees are given in the report on Corporate Governance which forms part of the Annual Report.
23. EMPLOYEES'' STOCK OPTION SCHEME:Eris Lifesciences Employee Stock Option Plan 2017
The ''Eris Lifesciences Employee Stock Option Plan 2017'' ("ESOP 2017") was approved by the shareholders at their Extra Ordinary General Meeting held on February 3, 2017, and subsequently in the 11th Annual General Meeting held on September 29, 2017, the Shareholders duly ratified the said Plan. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI SBEB, 2021] are annexed as "Annexure 6" and the same are also available on the Company''s website at: https://eris.co.in/announcements-notices/.
Eris Lifesciences Limited Employee Stock Option Plan 2021
The ''Eris Lifesciences Employee Stock Option Plan 2021'' ("ESOP 2021") was approved by the shareholders at their 15th Annual General Meeting held on September 01, 2021. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI SBEB, 2021] are annexed as "Annexure 7" and the same are also available on the Company''s website at: https://eris.co.in/announcements-notices/.
The objects of the Schemes are, inter alia, to provide an incentive to reward and motivate employees and enable them to participate in the long-term financial growth of the Company. The Company has granted stock options to eligible employees. The options will be exercisable into equity shares as per the terms and conditions stipulated in the above plan(s).
The certificate from the Secretarial Auditors of the Company certifying that the Scheme is implemented in accordance with the SEBI SBEB, 2021 and the resolutions passed by the members in this regard shall be available at the 18th Annual General Meeting for inspection by members.
24. CONTRACTS WITH RELATED PARTIES:
The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link: https://eris.co.in/corporate-governance/. All contracts/ arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm''s length basis.
As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act as per the last audited financial statements are given in Form AOC-2 provided at "Annexure 8" to this Report.
25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE COMPANY:
Details of loans, guarantees and investments, etc covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.
26. PROTECTION OF WOMEN AT WORKPLACE:
No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Risk Management Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
28. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of an actual or suspected violation, wrongdoings, or any illegal or unethical, or improper practice which may adversely impact the image and/or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.
This provides for adequate safeguards against the victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported in the financial year 2023-24. The said policy is available on the Company''s Website at https://eris.co.in/corporate-governance/.
29. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
⢠In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
⢠They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;
⢠They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
⢠They had prepared the annual accounts on a going concern basis;
⢠They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating efficiently; and
⢠They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
30. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company has in place a policy on remuneration of Directors, Key Managerial Personnel ("KMP") and Other Employees which appears at "Annexure 9" to this report.
The details of parameters adopted for evaluating the performance of Non-Executive Directors appears in the Report on Corporate Governance which forms part of this Annual Report and also available on the Website of the Company at https://eris.co.in/corporate-governance/.
31. MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT:
The Board adopted the evaluation performed by the Independent Directors on the Board''s performance carried out in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR") Reg. 25(4)(a) which took into account factors like ''ability to create value for its shareholders while ensuring legal compliances'' and ''corporate governance norms''. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria approved by the Nomination and remuneration committee of the Company. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors in accordance with SEBI LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with SEBI LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on parameters adopted by the Nomination and Remuneration Committee.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at "Annexure 10".
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Except as mentioned below, there were no material changes and commitments that occurred between the end of the financial year to which the financial statements relate and the date of this Report:
⢠The Company acquired additional 19% stake in Swiss Parenterals Limited by acquiring the shares from its Promoters on April 18, 2024. The said transaction was approved in the Board Meeting dated March 14, 2024. The consideration for the share purchase was completed on June 10, 2024, finalizing the transaction.
⢠The Company on June 07, 2024, has issued listed, rated, unsecured, redeemable Non-Convertible Debentures amounting up to Rs. 1250,00,00,000/- having face value of Rs. 1,00,000/- and its multiples thereof in two separately transferable and redeemable principal parts ("STRPP") being
(i) 62,500 unsecured, redeemable, listed, non-convertible debentures of INR 1,00,000 each aggregating up to Rs.
625.00. 00.000 with a tenor of 913 days i.e. maturity date on December 7, 2026 ("STRPP I") and;
(ii) 62,500 unsecured, redeemable, listed, non-convertible debentures of INR 1,00,000 each aggregating up to Rs.
625.00. 00.000 with a tenor of 1095 days i.e. maturity date of June 7, 2027 ("STRPP II").
⢠On August 02, 2024, the Board of Directors of the Company approved the composite scheme of arrangement u/s 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013, amongst Eris Lifesciences Limited and Eris Oaknet Healthcare Private Limited and their respective Shareholders and Creditors.
⢠On August 2, 2024, the Board of Directors of the Company also approved the acquisition of 100% shares of Chemman Labs Private Limited as per the terms and conditions mentioned in the Binding Term Sheet. The completion of this acquisition is proposed to take place on or before September 30, 2024.
The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.
Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:
⢠Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
⢠Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (Share Capital and Debenture) Rules, 2014 regarding issue of equity shares with differential rights.
⢠Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.
⢠Issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employees'' Stock Options Plans referred to in this Report.
⢠Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Directors of the Company as per section 197(14) of the Companies Act, 2013.
⢠Revision in the financial statements (apart from regrouping adjustments) or directors'' report in any of the three preceding financial years.
⢠Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue.
⢠Change in the nature of business as per Rule 8(5)(ii) of the Companies (Account) Rules, 2014.
⢠Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
⢠Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year.
⢠Details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
Mar 31, 2023
The Board of Directors of your Company have pleasure in presenting their 17th Annual Report (7th Post - IPO) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
During the year under review, the performance of your Company was as under:
|
(Rs. In Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year ended on March 31,2023 |
Financial Year ended on March 31, 2022 |
Financial Year ended on March 31, 2023 |
Financial Year ended on March 31, 2022 |
|
|
Revenue from Operations |
13,307.25 |
12,157.30 |
16,851.49 |
13,470.43 |
|
Other Income |
172.64 |
289.89 |
111.53 |
260.94 |
|
Total Revenue |
13,479.89 |
12,447.19 |
16,963.02 |
13,731.37 |
|
Operating EBITDA |
5,051.14 |
4,839.95 |
5,367.46 |
4,849.55 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
5,223.78 |
5,129.84 |
5,478.99 |
5,110.49 |
|
Less: Depreciation/ Amortisation/ Impairment |
(646.57) |
(514.55) |
(1,170.88) |
(647.05) |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
4,577.21 |
4,615.29 |
4,308.11 |
4,463.44 |
|
Less: Finance Costs |
(208.10) |
(29.91) |
(261.68) |
(41.46) |
|
Profit /loss before Exceptional items and Tax Expense |
4,369.11 |
4,585.38 |
4,046.43 |
4,421.98 |
|
Add/(less): Exceptional items |
0 |
0 |
0 |
0 |
|
Profit/(Loss) before taxation |
4,369.11 |
4,585.38 |
4,046.43 |
4,421.98 |
|
Less : Tax Expenses (Current & Deferred) |
(389.03) |
(413.46) |
(304.83) |
(364.09) |
|
Profit /loss for the year |
3,980.08 |
4,171.92 |
3,741.60 |
4,057.89 |
|
Profit after tax before share of profit/(loss) of minority interest |
3,980.08 |
4,171.92 |
3,741.60 |
4,057.89 |
|
Share of profit/(loss) attributable to Minority Interest |
0 |
0 |
(79.98) |
(3.24) |
|
Profit for the year attributable to the shareholders of the company |
3,980.08 |
4,171.92 |
3,821.58 |
4,061.13 |
|
(Rs. In Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year ended on March 31,2023 |
Financial Year ended on March 31, 2022 |
Financial Year ended on March 31, 2023 |
Financial Year ended on March 31, 2022 |
|
|
Other Comprehensive Income/(Loss) |
(1.49) |
(10.05) |
(0.59) |
(9.82) |
|
Total Comprehensive Income/Loss |
3,978.59 |
4,161.87 |
3,742.19 |
4,048.07 |
|
Owners of the company |
3,978.59 |
4,161.87 |
3,822.17 |
4,051.31 |
|
Add : Balance B/F from the previous year |
18,922.78 |
15,577.39 |
18,736.53 |
15,503.13 |
|
Less: Transfer to Debenture Redemption Reserve, If any |
0 |
0 |
0 |
0 |
|
Less: Transfer to Reserves |
0 |
0 |
0 |
0 |
|
Less: Interim dividend |
(999.31) |
(816.48) |
(999.40) |
(816.48) |
|
Less: Utilised for buy back of shares |
0 |
0 |
0 |
0 |
|
Less: Change in Non-controlling interest / Transfer due to merger |
0 |
0 |
0 |
(1.43) |
|
Balance Profit / (Loss) C/F to the next year |
21,902.06 |
18,922.78 |
21,559.30 |
18,736.53 |
2. STATE OF AFFAIRS (standalone):
⢠The gross sales and other incomes for the financial year under review were Rs. 13,479.89 million as against Rs. 12,447.19 million in the previous year, recording a growth of 8.30%
⢠The profit before tax was Rs. 4,369.11 million for the financial year under review as against Rs. 4,585.38 million for the previous financial year, registering a decrease of 4.72%
⢠The profit after tax for the financial year under review was Rs. 3,980.08 million as against Rs. 4,171.92 million for the previous financial year, registering a decrease of 4.60%.
In line with the Dividend Distribution Policy of the Company, during the financial year under review, the Company had paid Rs. 7.35 per equity share (at the rate of 735%) as an interim dividend and during the previous year the Company had paid Rs. 6.01 (at the rate of 601%) per equity share as an interim dividend with no final dividend. No final dividend has been recommended by the Board of Directors.
The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at https://eris.co.in/corporate-governance/
4. CAPITAL EXPENDITURE (standalone):
As on March 31, 2023, the gross fixed assets (tangible and intangible) stood at Rs. 10,948.28 million (previous year Rs. 7,833.96 million) and the net fixed assets (tangible and intangible), at Rs. 8,978.13 million (previous year Rs. 6,420.03 million).
Capital expenditure during the financial year under review amounted to Rs. 3,112.65 million (previous year Rs. 532.83 million) including a purchase of Part of the dermatology portfolio of Dr. Reddy''s Laboratories Ltd. by way of acquisition of 9 (Nine) trademarks along with their applicable line extensions.
During the financial year under review, the Company has paid Rs. 6,554.90 million for business acquisition/consolidation of holding of Eris Oaknet Healthcare Private Limited (Formerly known as Oaknet Healthcare Private Limited) (previous year NIL).
The Company has not transferred any amount to the reserves during the financial year under review. (previous year: NIL)
6. CHANGES IN CAPITAL STRUCTURE:
During the financial year under review, the Company had issued and allotted 60,520 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2017" and 1,521 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2021". As a result, the issued, subscribed, and paid-up share capital of the Company increased from Rs. 13,59,30,197/- (divided into 13,59,30,197 equity shares of Re. 1/- each) to Rs. 13,59,92,238/-(divided into 13,59,92,238 equity shares of Re. 1/- each). The equity shares issued under the Eris Lifesciences Employee Stock Option Plan 2017 and Eris Lifesciences Employee Stock Option Plan 2021 ranks pari-passu with the existing equity shares of the Company.
M/s. Deloitte Haskins & Sells LLP, having Firm''s Registration No. 117366W/W-100018, Statutory Auditors of the Company, were re-appointed at the 15th Annual General Meeting (AGM) held on September 01, 2021, and will complete their term at the end of the 19th AGM (9th Post IPO) of the Company.
Qualification, reservation, or adverse remark or disclaimer made by the Statutory Auditors in the Audit report:
The Auditor''s Report for the financial year ended March 31, 2023, does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, for the financial year 2022-23. The Cost Audit Report, for the year ended March 31, 2022, was filed with the Central Government within the prescribed timeline.
M/s Kiran J Mehta & Co., Cost Accountants have been duly reappointed by Board to conduct the audit of the cost records of the Company for the financial year 2023-24.
The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s Kiran J Mehta & Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2023-24 has been included in the Notice of the forthcoming 17th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
9. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
The Board, pursuant to Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has duly re-appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies Act, 2013, for the financial year 2023-24.
The Secretarial Auditor of the Company and its material subsidiary have carried out the Secretarial Audit for their respective entities and their reports in form MR-3, for the financial year 2022-23, are annexed as "Annexure 1" to this report.
Qualification, reservation, or adverse remark or disclaimer made by the Secretarial Auditors in the Audit report:
The Secretarial Auditor''s Report for the financial year ended on March 31, 2023, does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
10. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies, processes, and structure for ensuring the orderly and efficient conduct of its business with adequate and effective internal financial control across the organization, including adherence to the Company''s policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
Also, the Company has an internal audit system commensurate with the size of the Company and periodic audits of the internal functions and processes of the Company are ensured by the Board of Directors.
11. CONSERVATION OF ENERGY, RESEARCH, AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at "Annexure 2" to this report.
12. SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANY:
As on March 31, 2023, the Company has (4) four wholly-owned subsidiaries and (1) one subsidiary and (1) one step down subsidiary. As per the provisions of the Companies Act, 2013, there are no associates or joint venture companies of the Company.
The Company acquired 100% stake in Eris Oaknet Healthcare Private Limited (Formerly known as Oaknet Healthcare Private Limited) at the company valuation of Rs. ~6,554.90 million through judicious mix of internal accruals and borrowings during the financial year 2022-23.
There has been no material change in the nature of the business of the subsidiaries of the Company.
The Board of Directors had reviewed the affairs of all the subsidiaries of the Company.
The following changes occurred in the subsidiary companies of the Company:
⢠During the year under review, no company ceased to be a subsidiary of the Company.
⢠During the year under review, Eris Therapeutics Limited, a wholly owned subsidiary, has commenced its operational activities.
⢠Eris Oaknet Healthcare Private Limited (formerly known as Oaknet Healthcare Private Limited), a wholly owned subsidiary, acquired a part of the dermatology portfolio of Glenmark Pharmaceuticals Limited by way of acquisition of 9 (Nine) trademarks along with their applicable line extensions at a total consideration of Rs. ~3,400 million.
⢠Eris Healthcare Private Limited, a wholly owned subsidiary, demerged its Acquired Brands business to the Aprica Healthcare Limited, a wholly owned subsidiary, through a scheme of arrangement in the nature of Demerger approved by the National Company Law Tribunal order dated December 23, 2022.
The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at https://eris.co.in/corporate-governance/
13. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANY:
Pursuant to Section 129(3) of the Companies Act, 2013, and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, appears at Form AOC - 1 which appears at "Annexure 3" to this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial Statements.
The Audited Financial Statements of Company''s subsidiaries for the financial year ended March 31, 2023, are available on the web link https://eris.co.in/financials/ and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the 17th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.
14. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 8(1) of the Companies (Accounts) Rules, 2014, and also as per the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, is available on the Company''s website at https://eris.co.in/corporate-governance/
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee composition, meetings, and the attendance of the Members at the meetings along with other details appear in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at "Annexure 4" to this Report. The content of the CSR Policy is available on the website of the Company at https://eris.co.in/corporate-governance/
17. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appears separately in the Annual Report.
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance and the Practicing Company Secretary''s Certificate confirming compliances thereof appears at "Annexure 5" to this report.
19. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social, and governance perspective appears separately in the Annual Report.
20. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, the following changes occurred in the constitution of the Board of Directors of the Company:
⢠Ms. Vijaya Sampath, Independent Director, submitted her resignation from the Board of the Company vide her letter dated July 19, 2022, with immediate effect. The Company has placed on record its sincere appreciation for the contribution made by Ms. Vijaya Sampath during her tenure on the Board of the Company.
⢠Pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013, and the recommendation of the Nomination and Remuneration Committee, the Board of Directors, vide circular resolution passed on July 25, 2022, appointed Mr. Sujesh Vasudevan as an Additional Director (Independent) of the Company, for a term of 5 years commencing from July 25, 2022, upto July 24, 2027. The said appointment of Mr. Sujesh Vasudevan as an Independent Director was approved by the Members in the 16th Annual General Meeting dated September 01, 2022, in accordance with the provisions of the Act and the Listing Regulations.
⢠Pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013, and the recommendation of the NRC, the Board of Directors, vide resolution passed on June 15, 2022, re-appointed Mr. Prashant Gupta, Independent Director of the Company, for further term of 5 years commencing from April 30, 2023 up to April 29, 2028. The said re-appointment of Mr. Prashant Gupta as an Independent Director was approved by the Members in the 16th Annual General Meeting dated September 01, 2022, in accordance with the provisions of the Act and the Listing Regulations.
Except above, the composition of the Board of Directors did not undergo any changes during the year under review. Declaration by Independent Directors
The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder.
The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013, and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder).
The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on performance/developments of the Company are sent to the Directors. The brief details of the familiarisation programme are available on the website of the Company at https://eris.co.in/corporate-governance/
There were no changes in Key Managerial Personnel during the financial year 2022-23.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Krishnakumar Vaidyanathan (DIN: 08976508) retires by rotation at the forthcoming 17th Annual General Meeting and being eligible, offers himself for re-appointment.
Necessary resolutions for approval of the re-appointment of the aforesaid Director has been included in the Notice of the forthcoming 17th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board of Directors of the Company duly met 6 (six) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.
The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.
The Company has the following 6 (six) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholders Relationship Committee
⢠Executive Committee
⢠Risk Management Committee
The details with respect to the composition, terms of reference, number of meetings held and other disclosures required to be made in the Board''s report etc. of these Committees are given in the report on Corporate Governance which forms part of the Annual Report.
23. EMPLOYEES'' STOCK OPTION SCHEME:
Eris Lifesciences Employee Stock Option Plan 2017
The ''Eris Lifesciences Employee Stock Option Plan 2017'' ("ESOP 2017") was approved by the shareholders at their Extra Ordinary General Meeting held on February 3, 2017, and subsequently in the 11th Annual General Meeting held on September 29, 2017, the Shareholders duly ratified the said Plan. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI SBEB, 2021] are annexed as "Annexure 6" and the same are also available on the Company''s website at: https://eris.co.in/announcements-notices/
Eris Lifesciences Limited Employee Stock Option Plan 2021
The ''Eris Lifesciences Employee Stock Option Plan 2021'' ("ESOP 2021") was approved by the shareholders at their 15th Annual General Meeting held on September 01, 2021. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and sweat equity) Regulations, 2021 [SEBI SBEB, 2021] are annexed as "Annexure 7" and the same are also available on the Company''s website at: https://eris.co.in/announcements-notices/
The objects of the Schemes are, inter alia, to provide an incentive to reward and motivate employees and enable them to participate in the long-term financial growth of the Company. The Company has granted stock options to eligible employees. The options will be exercisable into equity shares as per the terms and conditions stipulated in the above plan(s)
The certificate from the Secretarial Auditors of the Company certifying that the Scheme is implemented in accordance with the SEBI SBEB, 2021 and the resolutions passed by the members in this regard shall be available at the 17th Annual General Meeting for inspection by members.
24. CONTRACTS WITH RELATED PARTIES:
The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link: https://eris.co.in/corporate-governance/. All contracts/arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm''s length basis.
As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act as per the last audited financial statements are given in Form AOC-2 provided at "Annexure 8" to this Report.
25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE COMPANY:
Details of loans, guarantees and investments, etc covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.
26. PROTECTION OF WOMEN AT WORKPLACE:
No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Risk Management Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
28. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of an actual or suspected violation, wrongdoings, or any illegal or unethical, or improper practice which may adversely impact the image and/or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.
This provides for adequate safeguards against the victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported in the financial year 2022-23. The said policy is available on the Company''s Website at https://eris.co.in/corporate-governance/
29. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
⢠In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
⢠They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;
⢠They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
⢠They had prepared the annual accounts on a going concern basis;
⢠They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating efficiently; and
⢠They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
30. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company has in place a policy on remuneration of Directors, Key Managerial Personnel ("KMP") and Other Employees which appears at "Annexure 9" to this report.
The details of parameters adopted for evaluating the performance of Non-Executive Directors appears in the Report on Corporate Governance which forms part of this Annual Report and also available on the Website of the Company at https://eris.co.in/corporate-governance/
31. MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT:
The Board adopted the evaluation performed by the Independent Directors on the Board''s performance carried out in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR") Reg. 25(4)(a) which took into account factors like ''ability to create value for its shareholders while ensuring legal compliances'' and ''corporate governance norms''. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria approved by the Nomination and remuneration committee of the Company. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors in accordance with SEBI LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with SEBI LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on parameters adopted by the Nomination and Remuneration Committee.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at "Annexure 10".
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.
Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:
⢠Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
⢠Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (Share Capital and Debenture) Rules, 2014 regarding issue of equity shares with differential rights.
⢠Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.
⢠Issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employees'' Stock Options Plans referred to in this Report.
⢠Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Directors of the Company as per section 197(14) of the Companies Act, 2013.
⢠Revision in the financial statements (apart from regrouping adjustments) or directors'' report in any of the three preceding financials years.
⢠Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue.
⢠Change in the nature of business as per rule 8(5)(ii) of the Companies Account Rule, 2014.
⢠Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
⢠Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year.
⢠Details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from
all the stakeholders during the year under review. The Board of Directors also wish to place on record its deep sense of
appreciation for the committed services by the Company''s executives, staff and workers.
For and on behalf of the Board of DirectorsAmit Bakshi
(DIN: 01250925)
Chairperson & Managing Director
Date: August 07, 2023
Place: Ahmedabad
Mar 31, 2022
The Board of Directors of your Company have pleasure in presenting their 6th Annual Report (Post - IPO) on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2022.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL RESULTS:
During the year under review, the performance of your Company was as under:
|
(Rs. In Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended 31st March, 2022 |
Year ended 31st March, 2021 |
Year ended 31st March, 2022 |
Year ended 31st March, 2021 |
|
|
Revenue from Operations |
12,157.30 |
11,088.34 |
13,470.43 |
12,118.63 |
|
Other Income |
289.89 |
99.98 |
260.94 |
87.08 |
|
Total Revenue |
12,447.19 |
11,188.32 |
13,731.37 |
12,205.71 |
|
Operating EBITDA |
4,839.95 |
4,173.14 |
4,849.55 |
4,305.76 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
5,129.84 |
4,273.12 |
5,110.49 |
4,392.84 |
|
Less:Depreciation/ Amortisation/ Impairment |
(514.55) |
(376.40) |
(647.05) |
(429.85) |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
4,615.29 |
3,896.72 |
4,463.45 |
3,962.99 |
|
Less: Finance Costs |
(29.91) |
(7.78) |
(41.46) |
(18.02) |
|
Profit /loss before Exceptional items and Tax Expense |
4,585.38 |
3,888.94 |
4,421.98 |
3,944.97 |
|
Add/(less): Exceptional items |
0 |
0 |
0 |
0 |
|
Profit/(Loss) before taxation |
4,585.38 |
3,888.94 |
4,421.98 |
3,944.97 |
|
Less : Tax Expenses (Current & Deferred) |
(413.46) |
(382.89) |
(364.09) |
(393.62) |
|
Profit /loss for the year |
4,171.92 |
3,506.05 |
4,057.89 |
3,551.35 |
|
Profit after tax before share of profit/(loss) of minority interest |
4,171.92 |
3,506.05 |
4,057.89 |
3,551.35 |
|
Share of profit/(loss) attributable to Minority Interest |
0 |
0 |
(3.24) |
0 |
|
Profit for the year attributable to the shareholders of the company |
4,171.92 |
3,506.05 |
4,061.13 |
3,551.35 |
|
Other Comprehensive Income/(Loss) |
(10.05) |
(12.80) |
(9.82) |
(14.89) |
|
Total Comprehensive Income/Loss |
4,161.87 |
3,493.25 |
4,048.07 |
3,536.46 |
|
Owners of the company |
4,161.87 |
3,493.25 |
4,051.31 |
3,536.46 |
|
Add : Balance B/F from the previous year |
15,577.39 |
12,830.93 |
15,503.13 |
12,713.46 |
|
Less: Transfer to Debenture Redemption Reserve, If any |
0 |
0 |
0 |
0 |
|
Less: Transfer to Reserves |
0 |
0 |
0 |
0 |
|
Less: Interim dividend |
(816.48) |
(746.79) |
(816.48) |
(746.79) |
|
Less: Utilised for buy back of shares |
0 |
0 |
0 |
0 |
|
Add: Change in Non-controlling interest |
0 |
0 |
(1.43) |
0 |
|
Balance Profit / (Loss) C/F to the next year |
18,922.78 |
15,577.39 |
18,736.53 |
15,503.13 |
2. STATE OF AFFAIRS (standalone):
⢠The gross sales and other incomes for the financial year under review were Rs. 12,447.19 million as against Rs. 11,188.32 million in the previous year, recording a growth of 11.25%
⢠The profit before tax was Rs. 4,585.38 million for the financial year under review as against Rs. 3,888.94 million for the previous financial year, registering an increase of 17.91%
⢠The profit after tax for the financial year under review was Rs. 4,171.92 million as against Rs. 3,506.05 million for the previous financial year, registering an increase of 18.99%.
In line with the Dividend Distribution Policy of the Company, during the year under review, the company had paid Rs. 6.01 per equity share (at the rate of 601%) as an interim dividend for the Financial Year 2021-22 (during the previous year the company had paid Rs. 5.50 (at the rate of 550%) per equity share as an interim dividend with no final dividend). No Final dividend was recommended by the Board of directors.
The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at http://eris.co.in/policies.
4. CAPITAL EXPENDITURE (standalone):
As on March 31st, 2022, the gross fixed assets (tangible and intangible) stood at Rs. 7,833.96 million (previous year Rs. 7,168.75 million) and the net fixed assets (tangible and intangible), at Rs. 6,420.03 million (previous year Rs. 5,843.23 million). Capital expenditure during the year amounted to Rs. 532.83 million (previous year Rs. 256.11 million). During the year under review, the Company has paid NIL amount for business acquisition/ consolidation of holding (previous year NIL).
The Company has not transferred any amount to the reserves during the year under review. (previous year: NIL)
6. CHANGES IN CAPITAL STRUCTURE:
During the year under review, the Company had issued and allotted 1,49,544 equity shares to its employees under the âEris Lifesciences Employee Stock Option Plan 2017â. As a result, the issued, subscribed, and paid-up share capital of the Company increased from Rs. 13,57,80,653/- (divided into 13,57,80,653 equity shares of Re. 1/- each) to Rs. 13,59,30,197/- (divided into 13,59,30,197 equity shares of Re. 1/- each). The equity shares issued under the Eris Lifesciences Employee Stock Option Plan 2017 ranks pari-passu with the existing equity shares of the Company.
M/s. Deloitte Haskins & Sells LLP having Firm''s Registration No. 117366W/W-100018, Statutory Auditors of the Company, were re-appointed at the 15th Annual General Meeting (AGM) held on 01.09.2021 and will complete their term at the end of the 19th AGM of the Company.
The Auditor''s Report for the financial year ended 31st March, 2022 does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
M/s Kiran J Mehta & Co., Cost Accountants have been duly reappointed by Board to conduct the audit of the cost records of the Company for the financial year 2022-23.
The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s Kiran J Mehta & Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2022-23 has been included in the Notice of the forthcoming 16th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
9. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has duly re-appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies Act, 2013 for the financial year 2022-23.
The Secretarial Auditor has carried out Secretarial Audit accordingly and their report in Form MR-3, for the financial year 2021-22, is annexed as âAnnexure 1â to this report.
The Secretarial Auditor''s Report for the financial year ended 31st March 2022 does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
10. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies, processes, and structure for ensuring the orderly and efficient conduct of its business with adequate and effective internal financial control across the organization, including adherence to the Company''s policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Also, the Company has an internal audit system commensurate with the size of the Company and periodic audits of the internal functions and processes of the Company are ensured.
11. CONSERVATION OF ENERGY, RESEARCH, AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at âAnnexure 2â to this report.
12. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
As on March 31,2022, the Company has (3) three wholly-owned subsidiaries and (2) two other than wholly owned subsidiaries. As per the provisions of the Companies Act, 2013 there are no associates or joint venture companies of the Company.
There has been no material change in the nature of the business of the subsidiaries of the Company.
The Board of Directors had reviewed the affairs of all the subsidiaries of the Company.
⢠During the year under review, no company ceased to be a subsidiary of the Company.
⢠Eris Therapeutics Limited, wholly owned subsidiary of the Company, has been incorporated on 23rd June, 2021.
⢠The Company''s wholly owned subsidiary Eris M.J. Biopharm Private Limited (Formerly known as Kinedex Healthcare Private Limited) has issued fresh shares through private placement, pursuant to which Eris holding is now 70% in Eris M.J. Biopharm Private Limited.
The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at http://eris.co.in/policies.
13. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES /JOINT VENTURE/ ASSOCIATE COMPANY:
The Board has reviewed the affairs of its subsidiary companies. Pursuant to Section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, in the prescribed form Form AOC - 1 which appears at âAnnexure 3â to this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial Statements.
The Audited Financial Statements of Company''s subsidiaries for the financial year ended 31st March, 2022 are available on the web link https://eris.co.in/financial-statements-of-subsidiaries/ and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the 16th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.
14 CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014 and also as per the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March 2022 is available on the Company''s website at https://eris.co.in/annual-return-and-annual-secretarial-compliance-report/ under the Investor tab.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee composition, meetings, and the attendance of the Members at the meetings along with other details appear in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at âAnnexure 4â to this Report. The content of the CSR Policy is available on the website of the Company at http://eris.co.in/policies.
17. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appears separately in the Annual Report.
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance and the Practicing Company Secretary''s Certificate confirming compliances thereof appears at âAnnexure 5â to this report.
19. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social, and governance perspective appears separately in the Annual Report.
20. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, the composition of the Board of Directors did not undergo any changes.
The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder.
The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise.
The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on performance/developments of the Company are sent to the Directors. The brief details of the familiarisation programme are available on the website of the Company at: https://eris.co.in/policies/.
There were no changes in Key Managerial Personnel during the financial year 2021-22.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Amit Bakshi (DIN: 01250925) retires by rotation at the forthcoming 16th Annual General Meeting and being eligible, offers himself for re-appointment.
Necessary resolutions for approval of the appointment / re-appointment of the aforesaid Directors have been included in the Notice of the forthcoming 16th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board of Directors of the Company duly met 5 (five) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.
The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.
The Company has the following 6 (six) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:
⢠Audit Committee
⢠Nomination and remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholders Relationship Committee
⢠Executive Committee
⢠Risk Management Committee
The details with respect to the composition, terms of reference, number of meetings held and other disclosures required to be made in the Board''s report etc. of these Committees are given in the report on Corporate Governance which forms part of the Annual Report.
23. EMPLOYEESâ STOCK OPTION SCHEME:
Eris Lifesciences Employee Stock Option Plan 2017
The âEris Lifesciences Employee Stock Option Plan 2017'' (âESOP 2017â/ âPlanâ) was approved by the shareholders at their Extra Ordinary General Meeting held on 3rd February, 2017 and subsequently in the 11th Annual General Meeting held on 29th September, 2017, the Shareholders duly ratified the said Plan. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI SBEB, 2021] appears at âAnnexure 6â and are available on the Company''s website at: https://eris.co.in/corporate-announcements/
Eris Lifesciences Limited Employee Stock Option Plan 2021
The âEris Lifesciences Employee Stock Option Plan 2021'' (âESOP 2021â/ âPlanâ) was approved by the shareholders at their 15th Annual General Meeting held on 01st September 2021. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and sweat equity) Regulations, 2021 [SEBI SBEB, 2021] appears at âAnnexure 7â and are available on the Company''s website at: https://eris.co.in/corporate-announcements/
The objects of the Schemes are, inter alia, to provide an incentive to reward and motivate employees and enable them to participate in the long-term financial growth of the Company. The Company has granted stock options to eligible employees. The options will be exercisable into equity shares as per the terms and conditions stipulated in the Plan.
The certificate from the Secretarial Auditors of the Company certifying that the Scheme is implemented in accordance with the SEBI SBEB, 2021 and the resolutions passed by the members in this regard shall be available at the Annual General Meeting for inspection by members.
24. CONTRACTS WITH RELATED PARTIES:
The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link: https://eris.co.in/policies/. All contracts/ arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm''s length basis.
As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act as per the last audited financial statements are given in Form AOC-2 provided at âAnnexure 8â to this Report.
25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE COMPANY:
Details of loans, guarantees and investments, etc covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.
26. PROTECTION OF WOMEN AT WORKPLACE:
No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
28. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of an actual or suspected violation, wrongdoings, or any illegal or unethical, or improper practice which may adversely impact the image and/or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.
This provides for adequate safeguards against the victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported in the financial year 2021-22. The said policy is available on the Company''s Website at http://eris.co.in/policies.
29. DIRECTORSâ RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
⢠In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
⢠They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;
⢠They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
⢠They had prepared the annual accounts on a going concern basis;
⢠They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating efficiently; and
⢠They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
30. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company has in place a policy on remuneration of Directors, Key Managerial Personnel (âKMPâ) and Other Employees which appears at âAnnexure 9â to this report.
The details of parameters adopted for evaluating the performance of Non-Executive Directors appears in the Report on Corporate Governance which forms part of this Annual Report and also available on the Website of the Company at https://eris.co.in/policies/.
31. MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT:
The Board adopted the evaluation performed by the Independent Directors on the Board''s performance carried out in accordance with the requirements of LODR Reg. 25(4)(a) which took into account factors like âability to create value for its shareholders while ensuring legal compliances'' and âcorporate governance norms''. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria approved by the Nomination and remuneration committee of the Company. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on parameters adopted by the Nomination and Remuneration Committee.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at âAnnexure 10â.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The Company acquired 100% stake in Oaknet Healthcare Private Limited at the Company Valuation of Rs. 650 Crores through judicious mix of internal accruals and borrowings.
Except the above, no material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.
Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:
⢠Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
⢠Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (Share Capital and Debenture) Rules, 2014 regarding issue of equity shares with differential rights.
⢠Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.
⢠Issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employees'' Stock Options Plans referred to in this Report.
⢠Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Directors of the Company as per section 197(14) of the Companies Act, 2013.
⢠Revision in the financial statements (apart from regrouping adjustments) or directors'' report in any of the three preceding financials years.
⢠Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue.
⢠Change in the nature of business as per rule 8(5)(ii) of the Companies Account Rule, 2014.
⢠Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
⢠Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year.
⢠Details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For and on behalf of the Board of Directors Amit Bakshi
(DIN: 01250925)
Chairperson & Managing Director Ahmedabad, 15th June 2022
Mar 31, 2021
The Board of Directors have pleasure in presenting their 5th Annual Report (Post - IPO) on the business and operations of the Company together with the Audited Financial Statements (standalone and consolidated) for the year ended March 31, 2021.
During the year under review, the performance of your Company was as under:
|
(''. In Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended 31st March, 2021 |
Year ended 31st March, 2020 |
Year ended 31st March, 2021 |
Year ended 31st March, 2020 |
|
|
Revenue from Operations |
11,088.34 |
10,202.31 |
12,118.63 |
10,740.59 |
|
Other Income |
99.98 |
147.28 |
87.08 |
153.96 |
|
Total Revenue |
11,188.32 |
10,349.59 |
12,205.71 |
10,894.55 |
|
Operating EBITDA |
4,173.14 |
3,556.00 |
4,305.76 |
3683.74 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
4,273.12 |
3,703.28 |
4,392.84 |
3,837.70 |
|
Less: Depreciation/ Amortisation/ Impairment |
376.40 |
448.82 |
429.85 |
502.58 |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
3896.72 |
3,254.46 |
3,962.99 |
3,335.12 |
|
Less: Finance Costs |
7.78 |
18.54 |
18.02 |
21.62 |
|
Profit /loss before Exceptional items and Tax Expense |
3,888.94 |
3,235.92 |
3,944.97 |
3,313.50 |
|
Add/(less): Exceptional items |
0 |
0 |
0 |
0 |
|
Profit/(Loss) before taxation |
3,888.94 |
3,235.92 |
3,944.97 |
3,313.50 |
|
Less : Tax Expenses (Current & Deferred) |
382.89 |
323.18 |
393.62 |
348.43 |
|
Profit /loss for the year |
3,506.05 |
2,912.74 |
3,551.35 |
2,965.07 |
|
Profit after tax before share of profit/(loss) of minority interest |
3,506.05 |
2,912.74 |
3,551.35 |
2,965.07 |
|
Share of profit/(loss) attributable to Minority Interest |
0 |
0 |
0 |
0.10 |
|
Profit for the year attributable to the shareholders of the company |
3,506.05 |
2,912.74 |
3,551.35 |
2,964.97 |
|
Other Comprehensive Income/(Loss) |
(12.80) |
(11.71) |
(14.89) |
(12.18) |
|
Total Comprehensive Income/Loss |
3,493.25 |
2,901.03 |
3,536.46 |
2,952.89 |
|
Owners of the company |
3,493.25 |
2,901.03 |
3,536.46 |
2,952.79 |
|
Add : Balance B/F from the previous year |
12,830.93 |
11,390.11 |
12,713.46 |
11,335.22 |
|
Less: Transfer to Debenture Redemption Reserve, If any |
0 |
0 |
0 |
0 |
|
Less: Transfer to Reserves |
0 |
0 |
0 |
(83.82) |
|
Less: Interim dividend |
(746.79) |
(469.79) |
(746.79) |
(469.79) |
|
Less: Utilised for buy back of shares |
0 |
(990.42) |
0 |
(990.42) |
|
Add: Acquisition of Minority stake |
0 |
0 |
0 |
(30.52) |
|
Balance Profit / (Loss) C/F to the next year |
15,577.39 |
12,830.93 |
15,503.13 |
12,713.46 |
2. STATE OF AFFAIRS (Standalone):
⢠The gross sales and other incomes for the financial year under review was Rs. 11,188.32 million as against Rs. 10,349.59 million in the previous year, recording a growth of 8.10 %.
⢠The profit before tax was Rs. 3,888.94 million for the financial year under review as against Rs. 3,235.92 million for the previous financial year, registering an increase of 20.18 %.
⢠The profit after tax for the financial year under review was Rs. 3,506.05 million as against Rs. 2,912.74 million for the previous financial year, registering an increase of 20.37 %.
During the year under review, the company had paid Rs. 5.50 per equity share as interim dividend for the Financial Year 2020-21. No Final dividend was recommended by the Board of directors (during the previous year the company had paid Rs. 2.87 per equity share as interim dividend with no final dividend). The Company has adopted the Dividend Distribution Policy and the said policy appears at "Annexure 1â and is also available on the website of the Company at http://eris.co.in/policies.
4. CAPITAL EXPENDITURE (Standalone):
As on March 31st, 2021, the gross fixed assets (tangible and intangible) stood at Rs. 7,168.75 million (previous year Rs. 6,956.52 million) and the net fixed assets (tangible and intangible), at Rs. 5,843.23 million (previous year Rs. 6,006.40 million). Capital expenditure during the year amounted to Rs. 256.16 million (previous year Rs. 1,487.21 million). During the year under review, the Company has not paid any amount for business acquisition / consolidation of holding (previous year Rs. 213.73 million).
5. AMOUNT TO BE CARRIED TO RESERVES:
The Company has not transferred any amount to the reserves during the year under review. (previous year: Rs. 1.74 Million on account of Buy Back of securities)
6. CHANGES IN CAPITAL STRUCTURE:
There is no change in the capital structure of the Company during the year under review.
M/s. Deloitte Haskins & Sells LLP, having Firm''s Registration No. 117366W/ W-100018, Statutory Auditors of the Company, were appointed at the 10th Annual General Meeting (AGM) held on 25.10.2016 and will complete their present term at the end of the ensuing 15th AGM of the Company.
The Auditor''s Report for the financial year ended 31st March, 2021 does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Board of Directors, on the recommendation of the Audit Committee, in their meeting held on 13th May, 2021, have proposed the appointment of M/s. Deloitte Haskins & Sells LLP, having Firm''s Registration No. 117366W/ W-100018 as the Statutory Auditors of the Company for the period of next 4 years, subject to approval of the Shareholders at the ensuing Annual General Meeting.
M/s Kiran J Mehta & Co., Cost Accountants have been duly reappointed as the Cost Auditors for the financial year 2021-22. The cost records as specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, are made and maintained by the Company.
M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad have been duly re-appointed as the Secretarial Auditor of the Company for the financial year 2021-22. The Secretarial Audit Report for the financial year 2020-21 appears at ââAnnexure 2â to this report. The board desires to explain that a delay of eleven days in the submission of disclosure of Related party transactions on Consolidated basis for the quarter ended 30th September, 2020, as required under Regulation 23(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulations Directors, as brought out in the Secretarial Audit Report occurred on account of prevailing pandemic conditions which delayed the gathering of applicable data, its verification, and eventual filing. The board desires to additionally explain the other observation in the Secretarial Auditors Report w.r.t the delay of 25 days in the making of appointment of Non-executive and Independent Directors of the Company. As the said compliance requires numerous steps aimed at finding meritorious persons who could do full justice to the role, your company conscientiously avoided undue rush in the matter so as to avoid the possibility of any wrong selections which could have been detrimental to the governance framework enshrined in the SEBI Listing Regulations and Company laws.
10. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and it devices and adopts improved controls wherever necessary.
11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at ââAnnexure 3â to this report.
12. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
As on March 31, 2021, the Company has (3) three wholly owned and (1) one other than wholly owned subsidiaries. The Board of Directors reviewed the affairs of all the subsidiaries.
During the year under review, two Companies namely Aprica Healthcare Limited and Eris Therapeutics Private Limited ceased to be subsidiaries of the Company. The details of the same are given in point no. 26.1 of the standalone financial statements.
Eris Healthcare Private Limited, wholly owned subsidiary of the Company, had incorporated a subsidiary company "Eris Pharmaceuticals Private Limitedâ on 2nd June, 2020.
The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at http://eris.co.in/policies.
13. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES /JOINT VENTURE/ ASSOCIATE COMPANY:
The Board has reviewed the affairs of its subsidiary companies. Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, appears in Form AOC-1 at "Annexure 4â to this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial Statements.
The Audited Financial Statements of Company''s subsidiaries for the financial year ended 31st March, 2021 are available on the web link https://eris.co.in/ financial-statements-of-subsidiaries/ and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the 15th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same subject to compliance of the applicable provisions of the Companies Act, 2013.
14. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014 as also the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2021 is available on the Company''s website at https://eris.co.in/ under Investor tab. Further, the extract of the Annual Return appears at ââAnnexure 5â to this Report.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee composition, meetings and the attendance of the Members at the meetings along with other details appear in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at ââAnnexure 6â to this Report. The content of the CSR Policy is available on the website of the Company at http://eris.co.in/policies.
17. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appears separately in the Annual Report.
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report
on Corporate Governance and the Practicing Company Secretary''s Certificate confirming compliances thereof appears at ââAnnexure 7â to this report.
19. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social and governance perspective appears separately in the Annual Report.
20. DIRECTORS & KEY MANAGERIAL PERSONNELS:
The composition of the Board of Directors underwent changes set out below: During the year under review:
Mr. Inderjeet Singh Negi, Director of the Company, being longest in office, retired by rotation and was reappointed as a Director at the 14th Annual General Meeting held on 29th September, 2020.
Mr. Himanshu Shah, had resigned from the Directorship of the Company on 31st May, 2020.
Mr. Kaushal Shah has been appointed as an additional executive director on 4th August, 2020 and with the approval of Members in AGM he was designated as a whole time director of the Company w.e.f 1st October, 2020, for a period of 5 years.
Dr. Kirit Shelat, resigned from the Directorship of the Company on 11th September, 2020.
Mr. Rajeev Dalal was appointed as an additional independent director of the company w.e.f. 19th December, 2020.
Ms. Kalpana Unadkat was appointed as an additional independent director of the company w.e.f. 05th January, 2021.
Mr. Krishnakumar Vaidyanathan, was appointed as an Additional Director-Executive of the Company w.e.f. 20th December, 2020.
Subsequent changes in composition till the date of this Report:
Mr. Kaushal Shah, Whole-time Director of the Company, being longest in office, retires by rotation and being eligible, offers himself for reappointment as a Director at the ensuing Annual General Meeting.
Pursuant to section 160 of the Companies Act, 2013, the Company has received recommendations from the Nomination and remuneration committee for proposing, the re-appointment of Mrs. Vijaya Sampath as an Independent Director for another term of five years from 3rd February, 2022, the appointment Mr. Rajeev Dalal as an Independent Director for a term of five years w.e.f 19th December, 2020, the appointment Ms. Kalpana Unadkat as an Independent Director for a term of five years w.e.f 05th January, 2021 and the appointment Mr. Krishnakumar Vaidyanathan as a Whole time Director of the Company for a term of five years w.e.f the date of Annual General Meeting of the Company.
21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board of Directors of the Company duly met 6 (Six) times. The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.
The Company has the following 6 (six) Board Committees which have been
established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:
⢠Audit Committee
⢠Nomination and remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholders Relationship Committee
⢠Executive Committee
⢠Risk Management Committee
The details with respect to the composition, terms of reference, number of meetings held and other disclosures required to be made in the Board''s report etc. of these Committees are given in the report on Corporate Governance which forms part of the Annual Report.
23. EMPLOYEESâ STOCK OPTION SCHEME:
The ''Eris Lifesciences Employee Stock Option Plan 2017'' (âESOP 2017â/ "Planâ) was approved by the shareholders at their Extra Ordinary General Meeting held on 3rd February, 2017 and subsequently in the Eleventh Annual General Meeting held on 29th September, 2017, the Shareholders duly ratified the said Plan. The details as required to be disclosed under the Companies Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits) Regulations, 2014 [SEBI SBEB, 2014] appears at Annexure 8 and are available on the Company''s website at: https://eris.co.in/ corporate-announcements/
The objects of the Scheme are, inter alia, to provide an incentive to reward and motivate employees and enable them to participate in the long-term financial growth of the Company. The Company has granted stock options to the eligible employees. The options will be exercisable into equity shares as per the terms and conditions as stipulated in the Plan.
The Plan is in compliance with the SEBI SBEB, 2014. There were no material changes in the Plan. The certificate from the Statutory Auditors of the Company certifying that the Scheme is implemented in accordance with the SBEB Regulations and the resolutions passed by the members in this regard shall be available at the Annual General Meeting for inspection by members.
24. CONTRACTS WITH RELATED PARTIES:
Related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. The information on transactions with related parties, compiled in Form AOC-2, appears at âAnnexure 9â to this report.
25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE COMPANY:
Details of loans, guarantees and investments etc covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.
26. PROTECTION OF WOMEN AT WORKPLACE:
No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors has constituted a Risk Management Committee which is entrusted with the responsibility of Overseeing the implementation /Monitoring of Risk Management Plan/Policy, Cyber Securities Risk, Periodically reviewing and evaluating the Risk Management Plan, etc. Further the Company has duly formulated and implemented a risk management plan for enabling the Company to identify the elements of risks as contemplated by the provisions of Section 134(3)(n).
28. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper practice which may adversely impact the image and / or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.
This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported. The said policy is available on the Company''s Website at http://eris.co.in/policies.
29. DIRECTORSâ RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
⢠In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
⢠They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;
⢠They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
⢠They had prepared the annual accounts on a going concern basis;
⢠They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating efficiently; and
⢠They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
30. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company has in place a policy on remuneration of Directors, Key Managerial Personnel (âKMPâ) and Other Employees which appears at âAnnexure 10â to this report.
The Company has placed the said policy on the website of the company at http://eris.co.in/policies.
37. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:
⢠Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
⢠Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture) rules, 2014 regarding issue of equity shares with differential rights.
⢠Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.
⢠Issue of shares (including sweat equity shares) to the employees of the Company under any scheme save and except Employees'' Stock Options Plan referred to in this Report.
⢠Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Directors of the Company as per section 197(14).
⢠Revision in the financial statements (apart from regrouping adjustments) or directors'' report in any of the three preceding financials years.
⢠Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue.
⢠Change in the nature of business as per rule 8(5)(ii) of the Companies Account Rule, 2014.
⢠Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
38. ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For and on behalf of the Board of Directors Amit Bakshi
(DIN: 01250925)
Chairperson & Managing Director Ahmedabad, 13th May, 2021
The details of parameters adopted for evaluating the performance of Non-Executive Directors appears in the Report on Corporate Governance which forms part of this Annual Report.
31. MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT:
The Board adopted the evaluation performed by the Independent Directors on the Board''s performance carried out in accordance with the requirements of LODR Reg. 25(4)(a) which took into account factors like ''ability to create value for its shareholders while ensuring legal compliances'' and ''corporate governance norms''. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria approved by the Nomination and remuneration committee of the Company. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on parameters adopted by the Nomination and Remuneration Committee.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
33. DECLARATION OF INDEPENDENCE:
The Company has received necessary declarations from each of the Independent Directors to the effect that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013. The Board has assessed the veracity of the same to their satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and experience (including the proficiency) of the independent directors of the Company.
34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at "Annexure 11â.
35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.
Mar 31, 2018
Dear Members,
The Board of Directors have pleasure in presenting their 2nd Annual Report (Post - IPO) on the business and operations of the Company together with the Audited Financial Statements (standalone and consolidated) for the year ended March 31, 2018.
1. FINANCIAL RESULTS:
During the year under review, the performance of your Company was as under: (Rs.. in million)
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended |
Year ended |
Year ended |
Year ended |
|
|
31st March, |
31st March, |
31st March, |
31st March, |
|
|
2018 |
2017 |
2018 |
2017 |
|
|
Total Revenue |
7888.24 |
7379.83 |
8820.12 |
7746.09 |
|
Operating EBITDA |
3158.87 |
2711.42 |
3220.13 |
2690.68 |
|
Profit/(Loss) before taxation |
3118.89 |
2739.85 |
3122.29 |
2703.87 |
|
Less : Tax Expenses |
182.34 |
258.44 |
172.51 |
237.80 |
|
Profit after tax before share of profit/(loss) of minority interest |
2936.55 |
2481.41 |
2949.78 |
2466.07 |
|
Share of profit/(loss) attributable to Minority Interest |
- |
8.73 |
(1.78) |
|
|
Profit for the year attributable to the shareholders of the company |
2936.55 |
2481.41 |
2941.05 |
2467.85 |
|
Other Comprehensive Income |
(0.73) |
(4.91) |
0.66 |
(4.91) |
|
Total Comprehensive Income |
2935.82 |
2476.50 |
2950.44 |
2461.16 |
|
Total Comprehensive Income - Owners of the company |
2935.82 |
2476.50 |
2941.71 |
2462.94 |
|
Add : Balance B/F from the previous year |
5601.47 |
3261.09 |
5526.86 |
3200.04 |
|
Less: Interim dividend |
- |
- |
- |
- |
|
Less: Utilised for issuing bonus shares |
- |
(136.12) |
- |
(136.12) |
|
Balance Profit / (Loss) C/F to the next year |
8537.29 |
5601.47 |
8468.57 |
5526.86 |
2. STATE OF AFFAIRS:
The gross sales and other incomes for the financial year under review was Rs. 7888.24 million as against Rs. 7379.83 million in the previous year, recording a growth of 6.89 %. The profit before tax was Rs. 3118.89 million for the financial year under review as against Rs. 2739.85 million for the previous financial year, registering an increase of 13.83 %. The profit after tax for the financial year under review was Rs. 2936.55 million as against Rs. 2481.41 million for the previous financial year, registering an increase of 18.34 %.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company continues to operate only in one segment i.e. pharmaceuticals and there has been no change in the nature of the business of the Company.
4. DIVIDEND:
The Board of Directors of the Company have decided to reinvest the profits into the business and for this reason do not recommend the payment of any dividend for the financial year 2017-18 (during the previous year Nil).
The Company has adopted the Dividend Distribution Policy and the said policy appears at âAnnexure 1â and is also available on the website of the Company at the link http://eris.co.in/policies
5. CAPITAL EXPENDITURE:
As on March 31st, 2018, the gross fixed assets (tangible and intangible) stood at Rs. 5329.32 million (previous year Rs. 1132.04 million) and the net fixed assets (tangible and intangible), at Rs.4897.47 million (previous year Rs. 917.76 million). Capital expenditure during the year amounted to Rs. 242.69 million (previous year Rs. 488.62 million). Additionally, during the year under review, consideration of Rs. 5,061.52 million (previous year Rs. 773.79 million) was paid towards business acquisition.
6. AMOUNT TO BE CARRIED TO RESERVES:
The Company has not transferred any amount to the reserves during the financial year (previous year: Nil).
7. CHANGES IN CAPITAL STRUCTURE:
There is no change in the capital structure of the Company during the financial year under review.
8. STATUTORY AUDITORS:
M/s. Deloitte Haskins & Sells LLP, having Firmâs Registration No. 117366W/W-100018 Statutory Auditors of the Company, were appointed at the 10th AGM held on 25.10.2016, subject to ratification of their appointment at every AGM till the 15th AGM. However, Ministry of Corporate Affairs, vide its Notification dated 7th May, 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules, 2014 and accordingly, the requirement of ratification of appointment of auditor at every general meeting is dispensed with. Therefore, at the ensuing general meeting members are not required to ratify Auditorâs appointment and M/s Deloitte Haskins & Sells LLP.Chartered Accountants, will continue to act as auditors of the Company till financial year 2020-21.
The Auditorâs Report for the financial year ended 31st March, 2018 does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
9. COST AUDITORS:
M/s Kiran J Mehta & Co., Cost Accountants have been duly reappointed as the Cost Auditors for the financial year 2018-2019. The cost records as specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, are made and maintained by the Company.
10. SECRETARIAL AUDIT REPORT:
M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad have been duly re-appointed as the Secretarial Auditor of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2017-18 appears at âAnnexure 2â to this report. The Secretarial Auditorâs report does not contain any qualification, reservation, adverse remark or disclaimer.
11. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and it devices and adopts improved controls wherever necessary.
12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appear at âAnnexure 3â to this report.
13. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
During the year under review, UTH Healthcare Limited and Eris Healthcare Private Limited (earlier known as Strides Healthcare Private Limited) became subsidiaries of the Company.
The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at http://eris.co.in/ policies.
14. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
The Board has reviewed the affairs of its subsidiary Companies. Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing the salient features of the financial statements of the Companyâs subsidiaries/ joint ventures/ associate companies of the Company appears in Form AOC - 1 which is enclosed at âAnnexure 4â to this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial Statements.
The Audited Financial Statements of Companyâs subsidiaries for the financial year ended on 31st March, 2018 are available on the web link http://eris.co.in/financial-statement-subsidiaries/ and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in notice of the 12th Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same subject to compliance of provisions of the Companies Act, 2013.
15. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014 as also the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.
16. EXTRACT OF ANNUAL RETURN (MGT-9):
The extract of the Annual Return appears at âAnnexure 5â to this Report. The Annual Return (MGT-7) of the Company shall be available on the web link www.eris.co.in as and when filed with MCA.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee composition, meetings and the attendance of the Members at the meetings along with other details appear in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at âAnnexure 6â to this Report. The content of the CSR Policy is available on the website of the Company at the link: http://eris. co.in/policies.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appear separately in the Annual Report.
19. CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance, and the Practicing Company Secretaryâs Certificate confirming compliances appears at âAnnexure 7â to this report.
20. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required under Regulation 34 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 describing the initiatives taken by the Company from an environmental, social and governance perspective appears separately in the Annual Report.
21. DIRECTORS & KEY MANAGERIAL PERSONNELS:
The composition of the Board of Directors underwent changes set-out below:
During the year under review:
- Mr. Sanjiv Dwarkanath Kaul, nominee of Botticelli, resigned from the Directorship of the Company w.e.f. 26th May, 2017 pursuant to exit of the nominating investor post IPO.
- Mr. Rajiv Gulati resigned from the Directorship of the Company w.e.f. 6th October, 2017 due to personal reasons.
- Mr. Shardul Suresh Shroff resigned from the Directorship of the Company w.e.f. 1st February, 2018 due to personal commitments.
Subsequent changes in composition till the date of this Report:
- Mr. Prashant Gupta was appointed as an Independent Director of the Company w.e.f. 30th April, 2018.
- In accordance with Section 161 of the Companies Act, 2013, Mr. Prashant Gupta, appointed as additional director, holds office upto the 12th Annual General Meeting of the Company and being eligible offers himself for appointment as a regular Director at the Meeting.
- Mr. Inderjeet Singh Negi, Whole-time Director of the Company, being longest in office, retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.
22. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review the Board of Directors of the Company duly met 7 (Seven) times. The applicable details of these Board meetings including the attendance of the Directors at those meetings appear in the Report on Corporate Governance which separately appears in this Annual Report.
23. AUDIT COMMITTEE:
The details pertaining to composition, meetings, attendance of the members thereat and the other applicable details of the Audit Committee pertaining to the year under review appear in the Report on Corporate Governance which separately appears in this Annual Report. All recommendations made by the Audit Committee during the year under review have been accepted by the Board of Directors.
24. NOMINATION AND REMUNERATION COMMITTEE:
The details pertaining to composition, meetings, attendance of the members thereat and the other applicable details of the Nomination and Remuneration Committee pertaining to the year under review appear in the Report on Corporate Governance.
25. STAKEHOLDERSâ RELATIONSHIP COMMITTEE:
The details pertaining to composition, meetings, attendance of the members thereat and the other applicable details of the Stakeholders Relationship Committee pertaining to the year under review appear in the Report on Corporate Governance.
26. IPO COMMITTEE:
The Board of Directors in their meeting held on 17th August, 2017 approved the dissolution of the IPO Committee of the Board. However, the details pertaining to composition, meetings, attendance of the members thereat and the other applicable details of the IPO Committee pertaining to the year under review appear in the Report on Corporate Governance.
27. EXECUTIVE COMMITTEE:
The Board of Directors in their meeting held on 25th May, 2017 approved the constitution of Executive Committee of the Board. The details pertaining to composition, meetings, attendance of the members thereat and the other applicable details of the Executive Committee pertaining to the year under review appear in the Report on Corporate Governance.
28. EMPLOYEESâ STOCK OPTION SCHEME:
The âEris Lifesciences Employee Stock Option Plan 2017â (âESOP 2017â/ âPlanâ) was approved by the shareholders at their Extra Ordinary General Meeting held on 3rd February, 2017 and subsequently in the Eleventh Annual General Meeting held on 29th September, 2017, the Shareholders ratified the said Plan. The details as required to be disclosed under the Companies Act, 2013 and read with rules thereunder and SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB, 2014) ) appear at Annexure 8 and are available on the Companyâs website at: https://eris.co.in/downloads/
The objects of the Scheme are, inter alia, to provide an incentive to reward and motivate employees and enable them to participate in the long-term financial growth of the Company. The Company has granted stock options to the eligible employees. The options will be exercisable into equity shares as per the terms and conditions as stipulated in Plan.
The Plan is in compliance with the SEBI SBEB, 2014. There were no material changes in the Plan. The certificate from the Statutory Auditors of the Company certifying that the Scheme is implemented in accordance with the SBEB Regulations and the resolutions passed by the members in this regard shall be available at the Annual General Meeting for inspection by members.
29. CONTRACTS WITH RELATED PARTIES:
Related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. The information on transactions with related parties, compiled in Form AOC-2, appears at âAnnexure 9â to this report.
30. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE COMPANY:
Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.
31. PROTECTION OF WOMEN AT WORKPLACE:
No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. RISK MANAGEMENT PLAN:
The Board of Directors of the Company has duly formulated and implemented a risk management plan for enabling the Company to identify elements of risks as contemplated by the provisions of Section 134(3)(n).
33. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Company ensures to provide an avenue to Directors and Employees of the Company to report without fear any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper practice which may adversely impact the image and / or the financials of the Company. For this,the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.
This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported.
34. DIRECTORSâ RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
- In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
- They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;
- They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- They had prepared the annual accounts on a going concern basis;
- They had laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and
- They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
35. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company has in place a policy on remuneration of Directors, Key Managerial Personnel (âKMPâ) and Other Employees which appears at âAnnexure 10â to this report.
The details of parameters adopted for evaluating the performance of Non-Executive Directors appears in the Report on Corporate Governance which forms part of this Annual Report.
The Board has got its performance evaluated through the meeting of Independent Directors at their duly convened and held meetings which took into account factors like its ability to create value for its shareholders while ensuring legal compliances and corporate governance norms. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on their ability to support the Board in the discharge of its duties and adhering to their respective terms of reference. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors at their duly convened meetings. The remaining members of the Board were evaluated at the Board Meetings based on parameters adopted by the Nomination and Remuneration Committee.
36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
37. DECLARATION OF INDEPENDENCE:
The Company has received necessary declarations from each of the Independent Directors to the effect that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013.
38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure required pursuant to provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at âAnnexure 11â.
39. AWARDS AND RECOGNITIONS:
During the year under review the Company has been recognised for its excellance and included among the recipients of âThe best Asian Healthcare Brands 2017â award.
40. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments, that would affect the financial position of the Company from the end of the financial year of the Company to which the financial statements relate till the date of the directors report.
41. SIGNIFICANT AND MATERIAL ORDER(S) PASSED BY REGULATORS / COURTS / TRIBUNALS
There was no material order passed by Regulators / Courts / Tribunals during the year under review.
42. PUBLIC DEPOSITS
The Company has not accepted deposits from public during the year under review and there was no deposit outstanding on March 31, 2018.
43. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as either there were no transactions related to these or the provisions of relevant sections of the Companies Act, 2013, SEBI Regulations were not applicable to the Company during the year under review.
- Reporting of fraud by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
- Disclosure pursuant to section 43(1) read with Rule 4(4)of Companies (share capital and debenture) rules, 2014 regarding issue of equity shares with differential rights.
- Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.
- Issue of shares (including sweat equity shares) to the employees of the Company under any scheme save and except Employeesâ Stock Options Plan referred to in this Report.
- Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Directors of the Company.
- Revision in the financial statements (apart from regrouping adjustments) or directorsâ report in any of the three preceding financials years.
44. ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review.The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
For and on behalf of the Board of Directors
Amit Bakshi
(DIN: 01250925)
Chairperson and Managing Director
Ahmedabad, 9th August 2018
Mar 31, 2017
Directorsâ Report
Dear Members,
The Board of Directors have pleasure in presenting their 1st Annual Report (Post IPO) on the business and operations of the company together with the Audited Financial Statements (standalone and consolidated) for the year ended March 31, 2017.
1. FINANCIAL RESULTS:
During the year under review, the performance of your Company was as under:
(Rs, in millions)
|
Particulars |
Standalone Year ended Year ended 31st March, 31st March, 2017 2016 |
Consolidated Year ended Year ended 31st March, 31st March, 2017 2016 |
||
|
Total Revenue (Gross) |
7129.04 |
6229.34 |
7494.95 |
6144.72 |
|
Profit/(Loss) before taxation |
2654.79 |
1208.13 |
2630.24 |
1212.56 |
|
Less : Tax Expenses |
(237.78) |
(51.23) |
(219.92) |
(87.52) |
|
Profit after tax before share of profit/(loss) of minority interest |
2417.01 |
1156.90 |
2,410.32 |
1,125.04 |
|
Share of profit/(loss) attributable to Minority Interest |
- |
- |
(1.79) |
12.88 |
|
Profit for the year attributable to the shareholders of the company |
2417.01 |
1156.90 |
2,412.11 |
1,112.16 |
|
Add : Balance B/F from the previous year |
3015.27 |
2858.28 |
2954.22 |
2841.97 |
|
Less: Interim dividend (Rs, 6,042 per share Tax on Interim Dividend (Current year NIL) |
- |
(999.91) |
- |
(999.91) |
|
Less: Utilised for issuing bonus shares |
(136.12) |
- |
(136.12) |
- |
|
Less: Share of loss of minority |
- |
- |
(13.99) |
- |
|
Balance Profit / (Loss) C/F to the next year |
5296.16 |
3015.27 |
5216.22 |
2954.22 |
2. STATE OF AFFAIRS AND FUTURE OUTLOOK:
The gross sales and other incomes for the financial year under review was Rs, 7129.04 million as against Rs, 6229.34 million in the previous year, recording a growth of 14.44%. The profit before tax was Rs, 2654.79 million for the financial year under review as against Rs, 1208.13 million for the previous financial year, registering an increase of 119.74%. The profit after tax for the financial year under review was Rs, 2417.01 million as against Rs, 1156.90 million for the previous financial year, registering an increase of 108.92%. During the year under review there has been no change in the nature of the business of the Company.
3. DIVIDEND:
The Board does not recommend any dividend for the financial year 2016-17 (during the previous year an Interim dividend of Rs, 6042/- per equity share had been paid. No Final dividend was declared).
4. CAPITAL EXPENDITURES:
As on March 31st, 2017 the gross fixed assets (tangible and intangible) stood at Rs, 1543.25 million (last year Rs, 1086.60 million) and the net fixed assets (tangible and intangible), at Rs, 900.84 million (last year Rs, 647.91 million). Capital expenditure during the year amounted to Rs, 488.62 million (last year Rs,232.18 million). During the year under review capital expenditure on acquisition of brands, amounting to Rs, 378.70 million, was made which is included in the figures disclosed above.
5. AMOUNT TO BE CARRIED TO RESERVE:
The Company has not transferred any amount to the reserves during the financial year (previous year: Nil ).
6. INDIAN ACCOUNTING STANDARD:
The Indian Accounting Standards (Ind-AS) became applicable to the Company from April 1, 2017.
7. CHANGES IN CAPITAL STRUCTURE:
The Capital Structure of the Company underwent the following changes during the financial year under review:
During the financial year 2016-17, the Companyâs equity Shares of face value Rs, 10/- (Rupees Ten only) were subdivided into 10 (Ten) equity Shares of face value Re. 1/-(Rupee One Only) each fully paid-up.
13,61,25,000/- (Thirteen Crore Sixty One Lac and Twenty Five Thousand) equity shares of Re. 1/- each were allotted as Bonus Shares. Authorised capital of the Company stood increased from Rs, 10,00,00,000/- (Rupees Ten Crore) to Rs, 30,00,00,000 (Rs, 30,00,00,000/-) (Rupees Thirty Crore) at the end of the period under review.
8. KEY CHANGES DURING THE YEAR:
Retirement from Partnership: The Company retired from the partnership of M/s Sozin Flora Pharma, partnership firm (Reg. No. 244/2010) w.e.f. 1st September, 2016.
Conversion to Public Limited: The Company has converted itself into a public limited Company after obtaining the requisite approvals in this regard.
9. STATUTORY AUDITORS:
At the 10th Annual General Meeting of the Company held on 25th October, 2016, M/s. Deloitte Haskins & Sells LLP having Firmâs Registration No. 117366W/W-100018, were appointed as the statutory auditors of the Company to hold office till the conclusion of the 15th Annual General Meeting, subject to ratification by the members at every intervening Annual General Meeting of the Company.
10. INTERNAL AUDITORS:
M/s Dharmesh Parikh & Co., (Firm No. 112054W) have been duly appointed as the Internal Auditor for the financial year 2017-2018.
11. COST AUDITORS:
M/s Kiran J Mehta & Co.. Cost Accountants have been duly appointed as the Cost Auditors for the financial year 20172018.
12. SECRETARIAL AUDIT REPORT:
M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad have been duly appointed as the Secretarial Auditor of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2016-17 appears at âAnnexure 1â to this report. The Secretarial Auditorâs report does not contain any qualification, or reporting on fraud.
13. BOARDSâ COMMENTS ON AUDITORSâ REPORT:
The Board has duly reviewed the Statutory Auditorsâ Report on the Accounts including the notes thereto. The Auditorsâ Report is self-explanatory and does not call for any further explanation / clarification in-terms of section 134(3) of the Companies Act, 2013. The Auditors of the Company have not reported any fraud within the meaning of Section 143(12) of the Companies Act, 2013.
The Board has also duly reviewed the Secretarial audit report wherein no fraud or any qualifying remark appears.
14. DEPOSITS ACCEPTED/RENEWED DURING THE YEAR COVERED UNDER CHAPTER V (ACCEPTANCE OF DEPOSITS BY COMPANIES) OF THE COMPANIES ACT, 2013:
The Company has neither accepted nor renewed any deposits from the public during the year under review.
15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR TRIBUNALS OR COURTS:
There were no material or significant orders passed by the Regulators or Courts during the year under review impacting the going concern status and Companyâs operations in future.
16. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and it devices and adopts improved controls wherever necessary.
17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appear at âAnnexure 2â to this report:
18. SUBSIDIARY COMPANY /ASSOCIATE/JOINT VENTURE COMPANIES:
The Company held a wholly owned subsidiary, namely M/s Eris Therapeutics Private Limited, at the commencement of the year under review which continues to be so at the end of the year under review. Further, the Company acquired 100% of the paid-up equity Capital of M/s. Aprica Healthcare Private Limited during the year under review thereby constituting it as a wholly owned subsidiary of the Company. Further, during the year under review, the Company acquired 75.48% of paid-up equity share capital of M/s. Kinedex Healthcare Private Limited. In view of the above investment made by the Company, M/s. Kinedex Healthcare Private Limited has become a subsidiary of the Company during the year under review.
The details of subsidiary companies are as under:
|
Name |
Nature |
Country of Incorporation |
Proportion of Ownership Interest as on March 31, 2017 |
|
Eris Therapeutics Private Limited |
Subsidiary |
India |
100.00% |
|
Aprica Healthcare Private Limited |
Subsidiary |
India |
100.00% |
|
Kinedex Healthcare Private Limited |
Subsidiary |
India |
75.48% |
The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at http:// eris.co.in/policies.
19. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:
The Board has reviewed the affairs of its subsidiary Companies. Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing the salient features of the financial statements of the Companyâs subsidiaries/ joint ventures/ associate companies of the Company appears in Form AOC - 1 which is enclosed at âAnnexure 3â to this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial Statements.
20. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014 as also the Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board. The Auditorsâ Report to the shareholders does not contain any qualification, observation or adverse remark or comment.
21. EXTRACT OF ANNUAL RETURN (MGT-9):
The extract of the Annual Return appears at âAnnexure-4â to this Report.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee Meetings and the attendance of the Members at the meetings along with other details appears in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at âAnnexure 5â to this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee are available on the website of the Company at the link: http://eris.co.in/policies.
23. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appear separately at âAnnexure 6â to this Report.
24. CORPORATE GOVERNANCE:
Your Company strongly believes in adherence with good and ethical governance practices to enable the management to direct and control the affairs of the Company in an efficient and effective manner. It believes in imbibing good governance practices to ensure the maximization of value and goodwill for all the stakeholders of the Company. With that belief, though not applicable before listing, the Company voluntarily complied with the requirements of Regulation 17 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) as applicable to the listed Companies and has been complying with the aforesaid requirements of Corporate Governance post listing. A separate report on Corporate Governance, and the Practicing Company Secretaryâs Certificate appear at âAnnexure 7â to this report.
25. DIRECTORS & KEY MANAGERIAL PERSONNELS:
The composition of the Board of Directors underwent the changes set-out below:
During the year under review
(i) Mr. Amit Indubhushan Bakshi was re-appointed as the Managing Director of the Company for a period of 5 years (April 1st, 2016 to March 31st 2021).
(ii) Independent Directors were appointed in the extra ordinary general meeting held on 3rd February, 2017 namely:
1. Mrs. Vijaya Sampath
2. Mr. Rajiv Gulati
3. Mr. Shardul Suresh Shroff
4. Mr. Kirit Nanubhai Shelat
(iii) Mr. Inderjeet Singh Negi and Mr. Himanshu Jayantbhai Shah were appointed as Whole-time Directors at the extra ordinary general meeting held on 3rd February, 2017.
(iv) Mr. Kaushal Kamlesh Shah and Mr. Rajendra Rambhai Patel resigned from the Directorship of the Company w.e.f. 5th January, 2017 due to their other preoccupations pertaining to the business of the Company.
Subsequent changes in composition till the date of this Report:
(v) Mr. Sanjiv Dwarkanath Kaul resigned from the Directorship of the Company w.e.f 26th May, 2017.
(vi) Mr. Himanshu Jayantbhai Shah, Whole-time Director of the Company retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.
During the year under review Mr. Milind Talegaonkar has been designated as the Company Secretary of the Company, w.e.f. 21st September, 2016.
During the year under review Mr. Sachin Shah has been designated as the Chief Financial Officer of the Company, w.e.f. 28th September, 2016.
26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND THE COMMITTEES THEREOF:
During the year under review the Board of Directors of the Company duly met 11 (Eleven) times respectively. The applicable details of these Board and Committee meetings including the attendance of the Directors at those meetings appear in the Report on Corporate Governance which separately appears in this Annual Report.
27. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
No Material changes and commitments occurred between the end of the financial year under review and the date of this report, which could affect the financial position of the Company.
The Company in its Board Meeting held on 6th June, 2017 approved the Red Herring Prospectus for the Initial Public Offering and filed the same with the office of Registrar of Companies, Gujarat on 6th June, 2017 and with the Securities and Exchange Board of India (SEBI) on 7th June, 2017.
Further the Company in its Board Meeting held on 21st June, 2017 approved the Prospectus for the Initial Public Offering and filed the same with the office of Registrar of Companies, Gujarat on 21st June, 2017.
LISTING OF SHARES
The equity shares of the Company have been listed on the BSE Limited and National Stock Exchange of India Limited w.e.f. 29th June, 2017 and consequently the Company has become a listed entity.
28. AUDIT COMMITTEE:
During the year under review, the Board of Directors, in their meeting held on 04.02.2017, constituted an Audit Committee. The details of its meetings, the attendance of the members thereat and the other applicable details appear in the Report on Corporate Governance which separately appears in this Annual Report.
29. NOMINATION AND REMUNERATION COMMITTEE:
During the year under review, the Board of Directors, in their meeting held on 04.02.2017, constituted a Nomination and Remuneration Committee of the Company. The details of its meetings, the attendance of the members thereat and the other applicable details appear in the Report on Corporate Governance which separately appears in this Annual Report.
30. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review, the Board of Directors, in their meeting held on 04.02.2017, constituted a Stakeholders Relationship Committee. The details of its meetings, the attendance of the members thereat and the other applicable details appear in the Report on Corporate Governance which separately appears in this Annual Report.
31. IPO COMMITTEE:
An IPO Committee of the Board had been constituted during the year under review. The details of its meetings, the attendance of the members thereat and the other applicable details appear in the Report on Corporate Governance which separately appears in this Annual Report. The Committee has been duly dissolved after completion of the IPO.
32. EMPLOYEESâ STOCK OPTION SCHEME:
âEris Life sciences Employee Stock Option Plan 2017â (âESOP 2017â/ âPlanâ) was approved by the shareholders of the Company in the Extra Ordinary General Meeting held on 03.02.2017 to create, offer and grant from time to time up to 3,91,599 Employee Stock Options in one or more tranches to the permanent employees, existing and future, including the Directors (but excluding the Independent Directors) of the Company, exercisable into not more than 3,91,599 fully paid-up equity Shares of the Company in the aggregate and having face value of Re. 1 each. The details as required to be disclosed under the SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB, 2014) are put on the Companyâs website: http://eris.co.in/ which is adopted herein by reference. The Plan is in compliance with the SEBI SBEB, 2014. There are no material changes in the Plan.
33. CONTRACTS WITH RELATED PARTIES:
Related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. The information on transactions with related parties, compiled in Form AOC-2, appears at âAnnexure 8â to this report.
34. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE COMPANY:
Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.
35. PROTECTION OF WOMEN AT WORKPLACE:
The Company has in place a Prevention of Sexual Harassment policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Frequent communication of this policy is done in assimilation programmes and at regular intervals with the employees.
During the year 2016-2017, no complaints were received by the Company related to sexual harassment.
36. RISK MANAGEMENT PLAN:
The Board of Directors of the Company has duly formulated and implemented a risk management policy and plan for enabling the company to identify elements of risks as contemplated by the provisions of Section 134(3)(n).
37. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
As per the provisions of Section 177(9) of the Companies Act, 2013 (âActâ), the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns.
In the light of the above, Vigil Mechanism Policy (Whistleblower Policy) of the Company was adopted in the meeting of Board of Directors dated February 6th, 2017.
The Vigil mechanism policy seeks to help persons who have major concerns over any wrongdoing within the Company to report unlawful activities, accounting irregularities, etc. The objective of the Policy is to maintain a redressal system which can process all such complaints /concerns and resolve the issues. Further, it provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed to the notice of the Company.
38. DIRECTORSâ RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial year and of the profit of the Company for that period;
c) The Directors 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;
d) The Directors have prepared the Annual accounts on a going concern basis;
e) The Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
39. DISCLOSURE OF REMUNERATION:
During the year under review, Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not applicable to the Company.
40. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The provisions of Section 178 (1) became applicable to the Company after its conversion into a public Company. The Board of Directors have adopted the requisite policy which appears at âAnnexure-9â to this report.
The parameters approved by the Board for the evaluation of the performance of Non-Executive Directors are:
a) Attendance at meetings of the Board and Committees thereof,
b) Extent of participation through discussions in the Board meetings or Committee thereof,
c) Contribution to strategic decision making,
d) Inputs received while making risk assessments and suggestions on risk mitigation,
e) Inputs received during the review of financial statements, business performance.
f) Overall contribution to the enhancement of brand image of the Company.
The parameters approved by the Board for the evaluation of the performance of Managing Director and the Whole-time Director(s) are:
a) appropriate benchmarks set as per industry standards,
b) the performance of the role occupant.
The requirements of Section 134(3)(p) were not applicable to the company during the reporting financial year.
41. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
42. DECLARATION OF INDEPENDENCE:
The Company has received necessary declarations from each of the Independent Directors to the effect that they respectively meet the criteria of independence as stipulated under Section 149 of the Companies Act, 2013.
43. ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
For and on behalf of the Board of Directors
Amit Bakshi
(DIN: 01250925)
Chairman and Managing Director
Ahmedabad, 17th August 2017
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Stock Market Crash: जंग का असर बाजार में हाहाकार, सेंसेक्स 2500 अंक से ज्यादा लुढ़का, निफ्टी 700 अंक क्रैश -
Stock Market Outlook: होर्मुज स्ट्रेट में संकट! क्या आने वाला है भारतीय शेयर बाजार में बड़ा गिरावट का दौर? -
मिडिल ईस्ट के बढ़ते तनाव ने बिगाड़ा बाजार का मूड, सेंसेक्स 1500 अंक लुढ़का, निफ्टी भी बुरी तरह फिसला -
Stock Market Today: मिडिल ईस्ट तनाव! शेयर बाजार में कोहराम, सेंसेक्स 900+ अंक टूटा, निफ्टी 24,900 के नीचे -
Stock Market: Anthropic के दावे से बढ़ी टेंशन! Nifty-Sensex में बड़ी गिरावट, शेयर बाजार किन 5 कारणों से धड़ाम? -
Stock Markets Today: कारोबारी हफ्ते की शानदार शुरुआत, Sensex और Nifty 50 जबरदस्त बढ़त के साथ बंद -
Stock Alert: सस्ते में मिल रहे Nifty 50 के कई शेयर, यहां से होगी पैसों की बारिश? -
Stock Market Crash: बाजार में हाहाकार, सेंसेक्स 1,200 प्वाइंट से ज्यादा गिरा, निफ्टी भी 400 अंक क्रैश -
Stock Markets Today: बढ़त के साथ बंद हुआ बाजार, Sensex और Nifty की शानदार क्लोजिंग -
Stock Markets Today: Nifty वीकली एक्सपायरी के दिन बाजार में तेजी, IT और PSU इंडेक्स बढ़त के साथ बंद -
Defence Stock: Cochin Shipyard के शेयर में जबरदस्त उछाल, रक्षा मंत्रालय से बड़ा ऑर्डर -
Stock Markets Today: कारोबारी हफ्ते के पहले दिन बाजार की शानदार क्लोजिंग, Sensex और Nifty बढ़त के साथ बंद -
अमेरिका संग ट्रेड डील से SENSEX-NIFTY में दिखा जोश, इन 9 स्टॉक्स में लगा 20% का अपर सर्किट, आपके पास है कोई? -
Stock Market News: India-US ट्रेड डील का असर...शेयर बाजार में जबरदस्त रैली, निवेशकों को 20 लाख करोड़ का फायदा! -
Stock Market News: भारी गिरावट के बाद वापसी, सेंसेक्स-निफ्टी दिन के निचले स्तर से रिकवर, तेजी के पीछे का कारण? -
Stock Market: मोदी सरकार के 15 बजट में कब शेयर बाजार का प्रदर्शन रहा सबसे बेहतर; कब रहा सबसे खराब? फुल रिपोर्ट
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