Orchid Pharma Ltd
Directors Reports
Dear Members,
Your Board of Directors have pleasure in presenting the Thirtieth
(30th) Board's Report together with the Audited Financial Statements of the Company for
the Financial Year ended March31, 2023.
Financial summary/Performance/State of Company's affairs
The Highlights of the standalone and consolidated financial results for
the Financial Year 2022-2023 as per the INDAS are given below:-
(Rs in Crores)
|
Standalone |
Consolidated |
| Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Sales & Operating Income |
665.90 |
556.97 |
665.90 |
559.56 |
| Other Income |
19.43 |
9.00 |
19.43 |
9.00 |
| Total Expenditure |
582.28 |
499.72 |
582.28 |
509.95 |
| Gross Profit/(Loss) |
103.05 |
66.26 |
103.05 |
58.61 |
| Interest & Finance Charges |
32.22 |
32.01 |
32.22 |
32.01 |
| Gross Profit after Interest but before Depreciation and
Taxation |
70.83 |
34.25 |
70.83 |
26.60 |
| Depreciation |
54.79 |
87.02 |
54.79 |
87.02 |
| Profit/(Loss)before Tax, and extraordinary items |
16.04 |
(52.77) |
16.04 |
(60.42) |
| Exceptional items-[Income/(Expenditure)] |
39.21 |
- |
39.21 |
- |
| Profit/(Loss) Before Tax |
55.25 |
(52.77) |
55.25 |
(60.42) |
| Current & Deferred Tax |
- |
- |
- |
- |
| Profit/(Loss) after Tax-Continuing Operations |
55.25 |
(52.77) |
55.25 |
(60.42) |
| Profit/ Loss from discontinued operations after tax |
(1.06) |
47.96 |
(8.93) |
58.47 |
| Profit/Loss for the year |
54.19 |
(4.81) |
46.32 |
(1.95) |
| Re-measurement of post-employment benefit obligations |
(0.23) |
1.46 |
(0.23) |
1.46 |
| Gain/(Loss) on fair valuation of the Investments |
0.05 |
(0.04) |
0.05 |
(0.04) |
| Comprehensive Profit/Loss for the Year |
54.01 |
(3.38) |
46.14 |
(0.53) |
Business segments
Your Company operates in one business segment viz., pharmaceuticals in
which the Company drives its sales through Active Pharmaceutical Ingredients (APIs). The
Company has a portfolio of antibiotics, and veterinary products. Antibiotics are
life-saving drugs used to fight infections. Different classes of antibiotics include
Beta-lactam, Macrolide, Fluoroquinolone, Imidazoleetc. Cephalosporins are beta-lactam
antimicrobials used to manage various infections from gram-positive and gramnegative
bacteria. The five generations of cephalosporins are useful against skin infections,
urinary tract infections, lower respiratory tract infections, sexually transmitted
diseases,surgical prophylaxis, and other infections like meningitis.
We have a wide portfolio of cephalosporin products, along with few
veterinary products and are engaged in manufacturing and export of all five generations of
cephalosporin products. Amongst antibiotics, the company has one of the widest ranges of
cephalosporin APIs, spanning all 5 generations catering the need of various international
markets. The Company has a strong global presence with a wide customer base.
Your Company is also engaged in manufacturing and export of general
category finished dosage formulations and anti-infective finished dosage formulations
through its formulation facilities.
Standalone Financials
During the financial year 2022-2023, your Company achieved a turnover
and operating income of Rs. 665.90crores against Rs. 556.97 crores in 2021-2022. The Gross
Profit before interest, depreciation and taxes during the year stood at Rs.103.05 crores
against a Gross Profit of Rs.66.26 crores in 2021- 2022. After providing for interest
expense, depreciation, exceptional item, the Profit before tax of the Company for the year
was Rs. 55.25 Crores against Loss of (Rs. 52.77) crores in 2021- 2022. The Comprehensive
Profit stood at Rs.54.01 crores during 2022-2023 against Loss of (Rs.3.38) crores in
2021-2022.
Consolidated Financials
During the financial year 2022-2023, your Company achieved a turnover
and operating income of Rs. 665.90 crores as against Rs. 559.56 crores in 2021- 2022. The
Gross Profit before interest, depreciation and taxes during the year stood at Rs. 103.05
crores against a Gross Profit of Rs. 58.61 crores in 2021- 2022. After providing for
interest expense, depreciation, exceptional item, the Profit before tax of the Company for
the year was Rs. 55.25 Crores against a loss of (Rs. 60.42) crores in 2021-2022. The
Comprehensive Profit stood at Rs. 46.14 crores during 2022-23 against a loss of (Rs.0.53)
crores in 2021-2022. The Impact of Covid 19 has gradually was reducing during the year.
Most of the plants of your Company were in operation and utilizing maximum capacity of the
same. Your Company managed to sustain standalone sales of Rs.665.90 crores with better
gross margin.
Capex and Liquidity
During the year, the Company has spent Rs. 36.68 Crores towards capital
expenditure. As on March 31, 2023, the long-term secured financial facility availed by the
Company is Rs.81.64 crores.
Material events during the year under review
I. Scheme of Merger/Amalgamation:
During the year under review, the Scheme of Amalgamation and
Arrangement of Dhanuka Laboratories Limited ('Transferor Company') with and into Orchid
Pharma Limited (' Transferee Company') and their respective shareholders and creditors
('Scheme') in compliance with Sections 230 to 232 and other relevant provisions of the
Companies Act, 2013 was not approved by NCLT, Chennai. The implementation of the aforesaid
Scheme, which is subject to the approval of Shareholders and other statutory authorities
would inter-alia enable both the Transferor and Transferee Companies to realize benefit of
greater synergies between their businesses, achieve wider product offerings and
geographical footprints, consolidate operations thereby leveraging the capability of the
amalgamated company, yield beneficial results and pool financial resources as well as
managerial, technical, distribution and marketing resources of each other in the interest
of maximising value to their Shareholders and the stakeholders and aid in achieving
economies of scale.
The Company had submitted applications to the NSE and BSE towards the
aforesaid Scheme and had received the 'observation letters' for no objection from NSE on
March 29, 2022 and BSE on March 30, 2022. Further, a joint application on behalf of our
Company and the Transferor Company was filed for the approval of the Scheme before the
NCLT which was rejected on the ground that there was a mismatch between the liability
amounts in the provisional balance sheet of our Company, the financial position averred in
the joint application submitted to the NCLT and the chartered accountant certificate
produced before the NCLT.
Our Company had filed an appeal before the NCLAT dated December 05,
2022 against the impugned order of the NCLT, however the said appeal has been withdrawn by
our Company and NCLAT vide its order dated January 05, 2023 dismissed the appeal as
withdrawn. The Company has decided to defer this Proposed Scheme of Amalgamation for
business reasons. The Company may refile in future, as appropriate after taking necessary
approvals. The scheme was withdrawn by both the Companies.
II. Sale of Non-Core Assets:
During the year, the Company has completed its target of selling
Non-core assets. One of the remaining Non- core assets Orchid Tower was sold for Rs. 52.50
Crores and funds were utilized to repay the term loan.
III. Raising of Funds through Qualified Institutional Placement:
The Board of Directors of the Company at its meeting held on December
01, 2022 approved raising of funds for an amount not exceeding Rs. 500 Crores through
Qualified Institutional Placement route. The Shareholders' of the Company passed Special
Resolution at the extra-Ordinary General meeting held on December 29, 2022 to approve the
raising of funds through QIP.
The Company submitted Preliminary Placement Documents and Placement
Document to National Stock Exchange of India Limited and BSE Limited ("Stock
Exchanges") on June 22, 2023 and June 27, 2023 respectively. Upon receipt of
In-Principle approval from the Stock Exchanges on June 22, 2023, the Board of Directors at
its meeting held on June 27, 2023 approved the issue and allotment of 9,902,705 Equity
Shares of face value ' 10 each to eligible qualified institutional buyers at the issue
price of '403.93 per Equity Share (including a premium of '393.93 per Equity Share)
reflects a discount of '21.26 (i.e. 5%) on the Floor Price of ' 425.19 per Equity Share,
aggregating to ' 4000.00 million, pursuant to the Issue in accordance with the SEBI ICDR
Regulations.
Consequently, the Promoter Shareholding in the Company stands decreased
from 89.96% to 72.40% whereas the Public shareholding increased from 10.04% to 27.60%
w.e.f. June 27, 2023.
IV. Set up a new facility to enable backward integration:
Company's wholly owned subsidiary in India namely Orchid BioPharma
Limited made an application with the Competent
Authority under the Production Linked Incentive (PLI) Scheme for
promotion of domestic manufacturing of critical Key Starting Materials (KSMs)/Drug
Intermediates (Dls)/ Active Pharmaceutical Ingredients (APIs) in India.
In the matter, IFCI Limited vide its letter bearing reference
IFCI/CASD/DoP/PLI220715016 approved the application under the PLI Scheme to Orchid
Bio-Pharma Limited for manufacture of the product "7 ACA" with a committed
capacity of 1000 Metric Ton Per Annum and for a total incentive up to '6,000 million
during the tenure of the scheme i.e., Fiscal 2024 till Fiscal 2029. The Company is in
process of setting up a facility in Jammu for manufacturing 7ACA under the PLI Scheme.7ACA
is a critical raw material for manufacturing cephalosporins and in-house production of
7ACA under the PLI scheme will enable us to do backward integration, achieve a captive
source of supply and better gross margins.
Future Outlook
It is been three years now since the implementation of the approved
Resolution plan and your Company is moving in a positive direction. Huge efforts are
required still towards rebuilding the organization and taking it to greater heights. In
financial terms, the objective of your Company is to lower earnings volatility, strive for
higher predictable and calibrated growth and improve Sales and EBITDA margins.
With the new Capacities on Sterile and Oral products coming on line,
and backward integration, your company is now poised to be global leader in the
Cephalosporin space.
Management Discussion and Analysis report
A report on the Management Discussion and Analysis in terms of the
provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")is
presented as a separate annexure in this annual report.
Corporate Governance Report and Additional Shareholder's information
The Company is committed to uphold high standards of Corporate
Governance and adhere to the requirements set out by the Securities and Exchange Board of
India.
A detailed report on Corporate Governance along with the Certificate
issued by M/s VAPN Associate & Co., Practicing Company Secretaries, regarding
compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V
of the SEBI LODR Regulations and a certificate from a Practicing Company Secretary that
none of the directors on the Board of the Company have been debarred or disqualified from
being appointed or continuing as directors of companies by Board / Ministry of Corporate
Affairs or any such statutory authority is given in Annexure IV of this Report.
Board Committees
Your Board has constituted the Committees with specific terms of
reference as per the requirements of the SEBI Listing Regulations, the Act and other
applicable provisions.
The following are the statutory Committees constituted by the Board and
they function according to their respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee*
*In accordance to the provisions of Section 135 of Companies Act, 2013
read with Rules made thereunder, the Corporate Social Responsibility Committee was
constituted on June 19,2023.
Details of composition, terms of reference and number of meetings held
for respective Committees are given in the Report on Corporate Governance, which forms a
part of this Annual Report. Further, during the year under review, all recommendations
made by the Audit Committee have been accepted by the Board.
The Board Committees play a vital role in the effective compliance and
governance of the Company in line with their specified and distinct terms of reference and
role and responsibilities. The Chairpersons of the respective Committees report to the
Board on the deliberations and decisions taken by the Committees.
The details of composition of Board and Committees along with changes
thereof and their meetings held during the year are given in the Corporate Governance
Report which forms integral part of this Report.
Board meetings held during the year
During the year under review, Six (6) meetings of the Board of
Directors were held. The Board Meetings were held in accordance with provisions of the
Companies Act, 2013 & the relevant rules made there under and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). A calendar of meetings is prepared and circulated in advance to the
Directors. The intervening gap between the Meetings was within the period prescribed under
the Act and the SEBI Listing Regulations. All the recommendations made by the Committees
of the Board including the Audit Committee were accepted and implemented by the Board.
The details of the Board and committee meetings held during the year
under review are furnished in the Corporate Governance Report forming part of this Report.
Adequacy of Internal Financial Control System
The Internal Financial Controls of the company encompasses the
policies, standard operating procedure manuals, approval/ authorization matrix, circulars/
guidelines, and risk & control matrices adopted by the company for ensuring the
orderly and efficient conduct of its business & support functions, adherence to these
policies & procedures, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information during the process of financial reporting.
The Internal Financial Control over Financial Reporting System are
existing and operative, however based on the observations of the auditors, the Company is
further strengthening the Internal Financial Control systems over financial reporting.
Regulatory Filings and Approvals
In the generic formulations domain, your company currently holds 05
ANDAs and in the API (Active Pharmaceutical Ingredients) domain, Orchid's cumulative
filings of US DMF stand at 46. The break-up of the total filings is 28 in the
Cephalosporin Segment and 18 in NPNC segment. In European market space the cumulative
filings of COS (Certificate of Suitability) count remained at 17 (15 approved and 2 under
review) which pertains to the cephalosporin segment. In the Japan market, the cumulative
filings of JDMFs count remained at 8 all in Cephalosporin segment.
Intellectual Property Rights
The total number of active patent portfolio maintained by Orchid in
various national and international patent office's so far is 21 including Process &
New Chemical Entities (NCE). Out of 21 patents, your Company have been granted and hold 17
patents, 4 patent applications are published as of March 31, 2023.
Your Company has a total of 11 trademark registrations in India.
Dividend & Reserves
The Board does not recommend any dividend to the shareholders of the
Company for the Financial Year ended March 31, 2023 to augment the reserves. Also, no
amount has been transferred to the reserves.
Dividend Distribution Policy
Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), as
amended, requires the top 1000 listed entities based on market capitalization as on March
31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the
same on the website of the Company and a web link of the policy be disclosed in the Annual
Report.
The Board of Directors of the Company has adopted a Dividend
Distribution Policy, which aims to ensure fairness, sustainability and consistency in
distributing profits to the Shareholders. The Policy is available on the website of the
Company i.e. http://www.orchidpharma.com/downloads/Dividend%20Distrib ution%20policy.pdf
Business Responsibility and Sustainability Reporting (BRSR)
The Company has provided BRSR, in lieu of the Business Responsibility
Report, which indicates the Company's performance against the principles of the 'National
Guidelines on Responsible Business Conduct'. This would enable the Members to have an
insight into environmental, social and governance initiatives of the Company. The Company
has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.
Pursuant to Regulation 34 of the SEBI Listing Regulations mandates the
inclusion of the Business Responsibility Report as part of the Annual Report for the top
1000 listed entities based on market capitalization as at the end of immediate previous
financial year. Accordingly, the Business Responsibility and Sustainability Reporting
(BRSR) forms part of this Annual Report and the same is available on Company's website at
http://www.orchidpharma.com/downloads/annualreports/BRSR %20Report.pdf and the same will
be made available by e-mail to any shareholder upon receipt of request.
Employees Stock Option Plan
Company does not have any active employee stock option plan or employee
stock option scheme as on March 31, 2023.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES
Your Company has seven Subsidiaries, including two step down
Subsidiaries namely;
A. Subsidiaries
i. Bexel Pharmaceuticals Inc., USA (Bexel)
Bexel was incorporated basically to conduct Research & Development
activities in new drug discovery segment.
ii. Orchid Pharmaceuticals Inc., USA
Orchid Pharmaceuticals, Inc., is a wholly owned Delaware based
subsidiary of your Company and also the holding company in the United States, under which
all the operational business subsidiaries have been structured.
The Company currently has two operating Subsidiaries, namely Orgenus
Pharma Inc., USA and Orchid Pharma Inc.,/Karalex Pharma LLC, USA.
iii. Diakron Pharmaceuticals Inc., USA
Diakron Pharmaceuticals Inc., USA was engaged in business of
cardiovascular drug development.
iv. Orchid Europe Limited, United Kingdom
Your Company's subsidiary in Europe namely Orchid Europe Limited (OEL)
was a wholly owned subsidiary. Post takeover by the new management, the requirement of
continuing with this subsidiary by the Board and it was decided to the close it.
Consequently, Orchid Europe Limited, a wholly owned subsidiary has been on dissolved on
September 27, 2022.
Accordingly, Orchid Europe ceased to be wholly owned subsidiary of the
Company w.e.f. September27,2022.
v. Orchid Pharmaceuticals (South Africa) Proprietary Limited, South
Africa
Your Company's wholly owned subsidiary, Orchid Pharmaceuticals (South
Africa) Proprietary Limited, was incorporated in the year 2006 mainly to register and
market your Company's products in South Africa. As not much progress has happened so far,
the reconstituted Board has decided to windup this entity. The deregistration of this
subsidiary has been initiated, approval is awaited as on date.
vi. Orchid Bio-Pharma Limited
Orchid Bio-Pharma limited was incorporated as an Indian Wholly owned
Subsidiary ("WoS") of your Company on March 24, 2022. The main object of the
aforesaid WoS is manufacturing of biotech chemicals, intermediates and biotechnology
products. The WoS is yet to commence its business operations.
In the matter, IFCI Limited vide its letter bearing reference
IFCI/CASD/DoP/PLI220715016 approved the application under the PLI Scheme to Orchid
Bio-Pharma Limited for manufacture of the product "7 ACA" with a committed
capacity of 1000 Metric Tonn Per Annum and for a total incentive up to ' 6,000 million
during the tenure of the scheme i.e., Fiscal 2024 till Fiscal 2029. The Company is in
process of setting up a facility in Jammu for manufacturing 7ACA under the PLI Scheme.7ACA
is a critical raw material for manufacturing cephalosporins and in-house production of
7ACA under the PLI scheme will enable us to do backward integration, achieve a captive
source of supply and better gross margins.
Further, the Board of Directors of Orchid Bio-Pharma Limited at its
meeting held on March 14, 2023 approved the increase of Authorized Share Capital of the
Company from Rs. 10,000/- (consisting of 1,000 equity shares of Rs. 10/- each to Rs.
15,00,00,000/- (consisting of 1,50,00,000 equity shares of Rs. 10/- each), subject to
approval of the shareholders. Consequently, the Shareholders' vide its Ordinary Resolution
passed at the ExtraOrdinary General Meeting held on March 17, 2023 approved the increase
in authorized share capital of the Company.
The Board of Directors of Orchid Bio-Pharma Limited at its meeting held
on April 26, 2023, approve the issue and allotment of 1,49,99,000 (One Crore forty nine
lakhs ninety nine thousand) equity shares of Rs. 10/- each on Right Issue basis to the
Company
Basis the above, the Company holds 1,50,00,000 (One Crore Fifty Lakhs)
including the 6 Shares held by Nominee shareholders of the Company. Therefore, the Company
hold 100% paid share capital in Orchid Bio-Pharma Limited as on date of this Report.
The Company does not have any material subsidiary as on March 31, 2023.
B. Associate Company
Your Company had initially subscribed to equity shares constituting 26%
of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited
("OrBion") by virtue of which the Company has become an Associate of your
Company.
The total shares subscribed by your Company in OrBion as on March
31,2023 is 4,55,00,000 equity shares of Rs.10/- each constituting 26% of paid up equity
share capital of M/s OrBion Pharmaceuticals Private Limited.
During the year 2022-23 percentage share of loss of your Company in the
associates has reduced to (Rs. 2.15) crores from (Rs. 3.52) in the year of 2021-22.
C. Joint Ventures
As on March 31, 2023, your Company does not have any Joint Venture.
Highlights of the performance of subsidiaries and their contribution to
the overall performance of the Company during the period under report
During the period under review, the subsidiaries including step down
subsidiaries have not contributed much towards the consolidated sales of the Company.
The Board of Directors of the Company at its meeting held on May 22,
2021, had approved the closure/divestment of all subsidiaries including step down
subsidiaries due to inoperative/lack of revenue and/or high expenses.
In view of the above, Orchid Europe Limited has ceased to be a wholly
owned subsidiary of the Company w.e.f. September 27, 2022.The de-registration of Orchid
Pharmaceuticals (South Africa) Proprietary Limited, South Africa has been initiated,
approval is awaited as on date.
Further, steps are being taken to close/divest remaining subsidiaries
(including step down subsidiaries).
Consolidated Financial Statements
Pursuant to Section 129 (3) of the Companies Act, 2013, the
Consolidated Financial Statements presented by the Company include the financial
statements of its subsidiaries. Further, a statement containing the salient features of
the financial statements of the subsidiaries of the Company in the prescribed form AOC-1
is given in Annexure-VII & forms part of this report. This statement also
provides the details of the performance and financial position of each subsidiary in
accordance with Section 136 of the Companies Act, 2013.
Directors and Key Managerial Personnel
As at 31st March 2023, the Board of the Company has seven Directors
comprising of Managing Director, one Whole-Time Director, one Non-Executive Director and
four Independent Directors (including a woman Director).
Following changes occurred in the directorships / key managerial
positions (KMP) of the Company during the Financial Year 2022-23:
| Sr. Name of Director/key No. managerial
positions (KMP) |
Particulars of Change
(Appointment / Resignation/Others) |
Effective Date of change |
| 1. Mr. Arun Kumar Dhanuka |
Ceased to be Non-Executive
&Non-Independent Director due to his sad demise on January 30, 2023. |
January 30, 2023 |
| 2. Ms. Nikita K. |
Resigned as Company Secretary
and Compliance Officer w.e.f. July 22, 2022 due to personal reasons |
July 22, 2022 |
| 3. Ms. Marina Peter |
Basis the recommendation of
the Nomination and Remuneration Committee, the Board of Directors approved the appointment
of Ms. Marina Peter as Company Secretary and Compliance Officer w.e.f November 14, 2022. |
November 14, 2022 |
The Board expresses its heartfelt condolences on untimely demise of Mr.
Arun Kumar Dhanuka (Non-Executive &Non- Independent Director) and wishes to put on
record its sincere and deep appreciation for his invaluable guidance and contribution
during his tenure. The Company immensely benefited from his vision, enriched experience
and leadership during his tenure on the Board of the Company.
In terms of Section 203 of the Act, following are the KMPs of the
Company as on March 31, 2023:
| 1. Mr. Manish Dhanuka |
Managing Director |
| 2. Mr. Mridul Dhanuka |
Whole Time Director |
| 3. Mr. Sunil Kumar Gupta |
Chief Financial Officer |
| 4. Ms. Marina Peter |
Company Secretary |
Declaration of Independence by the Independent Director
All Independent Directors (IDs) have given a declaration that they meet
the criteria of independence as laid down under Section 149(6) of the Act and Regulation
16 of SEBI LODR Regulations. All the IDs of the Company have registered their names with
the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA).
Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent
Directors have confirmed that they are not aware of any circumstances or situation which
exist or may be anticipated, that could impair or impact their ability to discharge their
duties. Further, in the opinion of the Board, Independent Directors qualify the criteria
of Independent Director as mentioned in the Act and SEBI Listing Regulations and are
independent of the management.
Opinion of the Board
The Board opines that all the Independent Directors of the Company
strictly adhere to corporate integrity, possesses requisite expertise, experience and
qualifications to discharge the assigned duties and responsibilities as mandated by the
Companies Act, 2013 and SEBI Listing Regulations diligently. Further, in the opinion of
the Board, the Independent Directors fulfill the conditions specified in these regulations
and are independent of the management.
Director(s) retiring by rotation at the ensuing Annual General Meeting
and whether or not they offer themselves for reappointment
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Mridul Dhanuka (DIN: 00199441), retires at the
ensuing Annual General Meeting (AGM), and being eligible, offers himself for
re-appointment. The Board recommends the re-appointment of Mr. Mridul Dhanuka.
A resolution seeking shareholders' approval for his reappointment along
with brief profile and other required details forms part of the Notice to the ensuing
Annual General Meeting.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if any
Annual Return
In accordance with Section 92(3) and section134 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, every
company shall place a copy of the annual return on the website of the Company, if any, and
the web-link of such annual return shall be disclosed in the Board's report. A copy of the
Annual return of the Company is available on the website of the Company on
http://www.orchidpharma.com/downloads/annualreports/MGT %20-7/MGT-7%202022-23.pdf under
the "Investors" section.
Director's Responsibility Statement
Pursuant to the provisions contained in Section 134(3)(c) of the
Companies Act, 2013, the Board to the best of its knowledge and belief and according to
the information and explanations obtained by it confirms that:
(a) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the Directors 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 and loss of the company for that period;
(c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) The Directors have prepared the Annual accounts for the financial
year ended March 31, 2023 on a going concern basis;
(e) The Directors have laid down Internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
(f) The Directors have devised proper systems to ensure compliance with
the provisions of applicable laws and that such systems were adequate and operating
effectively.
Nomination & Remuneration Policy (NRC Policy)
The Company has formulated the Nomination and Remuneration Policy in
compliance with Section 178 of the Companies Act, 2013 read along with the applicable
Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
The objective of this policy is to ensure adequate and proper selection and appointment of
Directors, Senior Management Personnel and Key Managerial Personnel. NRC Policy determines
the criteria of appointment to the Board and is vested with the authority to identify
candidates for appointment to the Board of Directors. In evaluating the suitability of a
person for appointment / continuing to hold appointment as a Director, the NRC takes into
account apart from others, Board diversity, person's eligibility, qualification, skills,
expertise, track record, general understanding of the business, professional ethics,
integrity, values and other fit and proper criteria. Based on recommendation of the NRC,
the Board evaluates the candidate(s) and decides on the selection of the appropriate
member.
In case of re-appointment of any Board member, NRC basis evaluation
scores of the concerned Board member pursuant to performance evaluation, recommends its
decision to the Board to extend or continue the term of appointment of the Board members.
Recommend to the board, all remuneration, in whatever form, payable to senior management.
The Policy is available on the website of the Company and the web-link
for the same is-
http://www.orchidpharma.com/downloads/Nomination%20and
%20Remuneration%20Policy.pdf
Appointment and Remuneration of Non- Executive Directors
Non-Executive Directors are entitled to receive sitting fees for
attending the meetings of the Board or Committee thereof, as approved by the Board and
within the overall limits prescribed under the Companies Act, 2013 and rules thereunder.
The Criteria for determining independence of a director are based on
the academic accomplishments, qualifications, expertise and experience in the irrespective
fields, diversity of the Board, global exposure, professional network, technical
expertise, functional domain expertise, independence and innovation.
The Company has received the necessary declarations from each
Independent Director in accordance with Section 149(7) of the Act confirming that he/she
meets the criteria of independence as laid out in Section 149(6) of the Act and in
accordance with Regulations 16(1) (b) and 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Further, the Board after taking these declaration/ disclosures on
record and acknowledging the veracity of the same, concluded that the Independent
Directors are persons of integrity and possess the relevant expertise and experience to
qualify as Independent Directors of the Company and independent of the Management. All the
Independent Directors have been registered and are members of Independent Directors
Databank maintained by the Indian Institute of Corporate Affairs and whoever be required
to qualify the online proficiency self-assessment test will be complied in due course of
time.
Related Party Transaction Policy
Your Company has framed a Related Party Transaction Policy in
compliance with Section 177 of the Companies Act 2013 and Regulation 23 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015, in order to ensure proper
reporting and approval of transactions with related parties. All Related Party
Transactions are placed before the Audit Committee for approval as per the Related Party
Transactions Policy of the Company as approved by the Board. The Policy is available on
the website of Company and the web-link for the same is-
http://www.orchidpharma.com/downloads/RPT.pdf
All the transactions entered with the related parties were in ordinary
course of business and on arm's length basis.
The details of 'material' contracts or arrangements or transactions and
in form AOC-2 is given in Annexure VIII to this report.
Corporate Social Responsibility (CSR)
As per Audited Annual Financial Results of the Company for the
financial year ended March 31, 2023, the Company meet the thresholds as prescribed under
Section 135 (1) of the Companies Act, 2013 and constituted the CSR Committee vide its
Board resolution dated June 19, 2023. Board of the Company has approved the CSR policy
which provides the overview of projects or programs and the guiding principles for
selection, implementation and monitoring of the CSR activities which has been approved by
the Board and the same is available on the website of the Company and the web- link for
the same is- http://www.orchidpharma.com/downloads/Orchid%20CSR%20 Policy-approved.pdf
Since the Company did not have any profits for the last three financial
years, your company is not mandatorily required to contribute towards CSR activities.
Material changes and commitment, if any, affecting financial position
of the Company from the end of Financial Year and till the date of this Report
Except otherwise stated herein in this Report, there are no material
changes and commitment affecting financial position of the Company from the end of
Financial Year March 31, 2023 and till the date of this Report.
Conservation of Energy
Your Company has always been striving in the field of energy
conservation. The management has been highly conscious of the importance of conservation
of energy at all operational levels and efforts are made in this direction on a continuous
basis. With the available limited resources, certain measures to conserve energy and to
reduce associated costs were taken in a small way during the fiscal under review. The
particulars in respect to conservation of energy as required under Section 134 (3) (m) of
the Companies Act, 2013, are given in Annexure I to this report.
Technology Absorption
The particulars in respect of R&D/Technology absorption as required
under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure II to
this report.
Foreign Exchange Earnings and Outgo
The particulars in respect of Foreign Exchange Earnings and Outgo as
required under Section 134(3)(m) of the Companies Act, 2013 are given in Annexure III to
this report.
A statement indicating development and implementation of a risk
management policy for the company including identification therein of elements of risk, if
any, which in the opinion of the Board may threaten the existence of the company
The details and the process of Risk Management as were existing and
implemented in the Company are provided as part of Management Discussion and Analysis,
which forms part of this Report.
The Board of Directors of the Company has constituted a Risk Management
Committee, responsible to manage uncertainties through identification, analysis,
assessment, implementing, monitoring and periodically review the effectiveness of the risk
management plan and make appropriate changes as and when necessary, to reduce the impact
of risks to the business. The Risk Management Committee's role is aligned to the
requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable regulatory requirements. The Company
has laid down procedures to inform the Board about the risk assessment and minimization
procedures. The details of the Committee and its terms of reference are set out in the
Corporate Governance Report forming part of this Report.
Annual Evaluation of Board, its Committees and individual Directors
In terms of provisions of the Companies Act, 2013and Regulation 17(10)
read with Regulation 25(4) of SEBI Listing Regulations, the Board required to conduct an
annual performance evaluation of its own performance, the performance of the Directors
individually as well as the evaluation of the working of its Committees through
questionnaire designed with qualitative parameters and feedback based on ratings.
In view of the above, the Board carried out an annual performance
evaluation of its own performance, the Directors individually, the Chairman of the Board
and its Committees as per the evaluation framework adopted by the Board on the
recommendation of the Nomination and Remuneration Committee. The performance evaluation
has been done by the entire Board of Directors, excluding the Director being evaluated.
Various evaluation techniques are used to assess the performance of the Directors. The
Directors have participated in this evaluation process. The Independent Directors in their
separate meeting have also evaluated the performance of the Chairman of the Company,
NonIndependent Directors and the Board as a whole. Separate questionnaires were used to
evaluate the performance of individual Directors on parameters such as their participation
and contribution, objective judgment etc. The Chairman was also evaluated based on the key
aspects of his role.
Change in the Nature of Business
There is no change in the nature of business carried on by your company
during the financial year ended March 31, 2023. However, Company has received approval for
manufacturing 1000MT per annual of 7ACA in its wholly owned subsidiary Orchid Bio-Pharma
Limited. 7ACA is one of the key raw material of the company.
Change of Registered Office Address of the Company
Post end of the financial year March 31, 2023, the Board of Directors
at its meeting held on July 12, 2023, approved shifting of the registered office of the
Company from "Orchid Towers" 313 - Valluvar Kottam High Road, Nungambakkam
Chennai - 600034 to Plot Nos. 121-128, 128A-133, 138-151, 159-164, SIDCO Industrial
Estate, Alathur, Chengalpattu District-603110, Tamil Nadu, India. A resolution for seeking
members' approval for this will be placed at the upcoming AGM.
Details regarding deposits, covered under Chapter V of the Act
During the Financial Year 2022-23, your company did not accept any
deposits within the meaning of Section 73 of the Companies Act, 2013read with the
Companies (Acceptance of Deposits), Rules 2014 and as such no amount of principal or
interest was outstanding as of the balance sheet date.
Significant and Material Orders Passed by the Regulators or Courts or
Tribunals impacting the Going Concern status of the Company
There have been no significant nor material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations.
Vigil Mechanism/Whistle Blower Policy
Your Company has established a vigil mechanism under Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulation which enables the Directors & the
Employees report genuine concerns. The Company encourages its employees who have concerns
about unethical practices, fraud and mismanagement, actual or suspected fraud or violation
of the Company's code of conduct or ethics policy and any leak/suspected leak of
Unpublished Price Sensitive Information or gross misconduct by the employees of the
Company, if any, that can lead to financial loss or reputational risk to the organization,
to come forward and express their concerns without fear of punishment or unfair treatment.
The Policy is available on the website of the Company and the web link
for the same is- http://www.orchidpharma.com/downlo
ads/Policy%20on%20%20Whistle%20Blower.pdf
During the year under review, no complaint pertaining to the Company
was received under the Whistle Blower mechanism.
Policy for determining material subsidiaries
Your Company has framed a Policy for determining material subsidiaries
in compliance with Regulation 16 (1) (c) of the Listing Regulations, 2015, in order to
determine the material subsidiaries of the Company and the same is available at the
website of the Company and the web link for the same is- http://www.orchid
pharma.com/downloads/Policy%20for%20determining%20mat erial%20subsidiaries.pdf
Disclosure under the sexual harassment of women at work place
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place Prevention of Sexual Harassment at Workplace
Policy in line with the requirements of The Sexual Harassment of Women at the Work Place
(Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal
Complaints Committee (ICC) is in place as per the requirements of the said Act to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No case has been reported during the
year under review.
The details pertaining to captioned header are disclosed in the
Corporate Governance Report which forms part of this Report.
Code of Conduct on Prevention of Insider Trading
Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as
amended, the Company has adopted a Code of Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and the Designated Persons of the Company.
The Code requires pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the Designated Persons while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. All the Board Members and the Senior
Management Personnel of the Company have affirmed compliance with the Code of Conduct as
on March 31, 2023.A declaration to this effect, duly signed by Managing Director, is
annexed and forms part of this Annual Report.
Copy of the Code is also available on the website of the Company at
http://www.orchidpharma.com/downloads/codeofconduct/Cod
e%20of%20Conduct%20on%20Prevention%20of%20Insider% 20Trading%20Regulations.pdf
Further details on the same are covered in the Corporate Governance
Report, which forms part of this Annual Report.
Environment
Environment management is the prime concern in Orchid Pharma Limited.
Orchid has employed a state-of-the-art technology, zero liquid trade effluent treatment
plant and world class treatment facilities for its liquid and gaseous pollutants generated
from the production processes. The zero discharge of liquid trade effluent treatment plant
comprising Membrane Bio Reactor, Reverse Osmosis, Solvent Stripping Column, Thermal
Evaporation & Crystallization plant to treat the entire trade effluent and recycle
back into the utility process.
Waste Water Treatment
Low TDS effluent is collected, equalized and neutralized into neutral
pH and treated aerobically by Membrane Bio Reactor process comprising of aeropac equipped
with jet aeration system made up of Glass Fibre Reinforced Plastic / Original Hydrodynamic
Aerators & Ultrafiltration System loaded with ceramic membrane (aluminum zirconium).
The permeate from ultrafiltration passes through reverse osmosis to separate inorganic
salts. The permeate of reverse osmosis is utilized in the cooling towers as make up water.
The reject from the reverse osmosis plant is mixed with high total dissolved solids
effluent for further treatment. The excess bio mass from the aerobic system is centrifuged
and sent to bio composting process to convert into useful manure.
High TDS effluent is collected and neutralized into neutral PH. This
effluent is sent to Mechanical Evaporators (Single stage, three stage and five stage) to
concentrate the salts to the level of 35%. Heat energy is recovered during the process of
evaporating the effluent and the recovered heat energy is utilized to reduce the energy
consumption. The concentrate from the evaporators are sent to Agitated Thin Film Dryers
(ATFD) where it gets dried and the dried salt is collected at the bottom of ATFD. The
collected salt is bagged, stored in protected storage sheds and disposed at Government
approved Treatment Storage & Disposal Facility (TSDF).
Waste Air Treatment
The major emissions from the unit is from the boiler, power plant,
production process and powder processing area.
Process Scrubbers: Orchid installed process scrubbers in all
production blocks to treat the waste air generated from process reactors.
Vent Gas Condensation: Orchid installed vent gas condensation
system for fugitive emissions from the storage tanks of solvents and secondary condensers
of solvent recovery area to control the fugitive emissions.
Reverse Jet Ventury Filter: Orchid installed reverse jet ventury
filter to control the dust emission during the powder processing of bulk drugs.
Adequate Stack Height: Adequate stack heights are provided for
Steam Boiler and Power Plant for better dispersion.
Electro Static Precipitator (ESP): ESP is provided at the boiler
emission to control the particulate matter.
Ambient Air Quality and Stack Emission Monitoring: Ambient air
quality and stack emission monitoring is being carried out round the clock to check the
emission level in the atmosphere.
Hazardous waste Management
Hazardous wastes are collected and stored in protected storage shed and
disposed into the approved landfill sites / authorized recyclers.
Bio composting
Bio sludge generated from the biological process of effluent treatment
are converted into useful compost.
World Environment Day Celebration
World Environment Day was celebrated on 6th June 2022 by planting trees
with in our factory premises to create awareness on environment among employees.
Safety
Orchid is highly committed to Safety, Health and Environment aspects.
There is no compromise on critical needs of safety. This has been possible because of
committed Line Management, dedicated Safety Professionals and relentless Leadership
direction. Central Safety Committee (CSC), the apex committee of the organization have
ensured that risks have been contained to keep us free from any major incident. Orchid
strongly believes that human behaviour plays key role in safety management. To reinforce
that Safety observation & Audit (SOA) - Lead indicator, become key focus area always
in our Central Safety Committee meetings. CSC continues to meet every month review
critical concerns on Safety and also provides directions to minimize the risks at all
levels.
Process Safety is of paramount importance for any Chemical and
Pharmaceutical organization, therefore, we have built a strong Process safety culture at
Orchid over the years. The company also realized the need of effective safety
communication in culture building activity / exercise. This is backed up by periodical
safety talks, Safety Posters and Interactive discussions. Several safety- related
initiatives, awareness campaigns were conducted to promote a "zero incidents"
mindset among employees. These efforts resulted in behavioral change, making FY 2022-23 a
zero- reportable-incidents year. By applying risk assessment like Hazop study, Pre startup
safety review, Job safety Analysis, technologies at work on chemicals and process, we
ensured that highest workplace safety standards were implemented across the manufacturing
value chain.
Orchid also believes continuous learning is the critical element in
Safety Management. Hence, various training programs have been conducted in the year
2022-23 to reinforce the safe behaviour and also to enhance the necessary skills to
perform the job safely. We organized close to 6600 man hours of training for our employees
across 90 sessions covering Chemical safety- SDS, Work Permit System, Fire prevention and
mitigation, Emergency preparedness, First aid and Process Safety Management. As a part of
our commitment to enhance employee awareness on EHS- related matters, several awareness
campaigns and safety exhibition were held around National Safety Week, Fire Services Week,
World Health Day. The company exhibits various safety modules at state level exhibition
conducted by Tamil Nadu Government. Also conducting safety awareness program to the nearby
community and educational sectors as a part of Corporate Social Responsibility.
Emergency response planning are critical component of our EHS
management system. We have a well-trained emergency response team (ERT) and advanced fire
protection systems to respond quickly to emergencies. During the year, several EHS
training workshops were held to augment the ERT's efficiency to ensure swift response
during any emergency.
Particulars of Employees and Remuneration
The Information as required pursuant to Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are given in Annexure V to this report. The information as per Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Report. However, as per First proviso to Section 136(1) of the
Companies Act, 2013 and Second proviso to Rule 5(2) of the Rules, the Report and Financial
Statements are being sent to the Members of the Company excluding the Statement of
Particulars of Employees under Rule 5(2) of the Rules. Any Member interested in obtaining
a copy of the said statement may write to the Company Secretary at cs@orchidpharma.com.
Remuneration paid to Executive Directors
During the year under review, remuneration received by Shri Manish
Dhanuka, Managing Director and Shri Mridul Dhanuka, Whole time Director of your Company
for the financial year ended March 31, 2023 is as under:
| Name and Designation of the Director |
Salary &Perquisites |
Bonus |
Commission payable |
Others |
Total |
| Shri Manish Dhanuka Managing Director |
80,50,503.00 |
10,000.00 |
37,50,000.00 |
Nil |
1,18,10,503.00 |
| Shri Mridul Dhanuka Whole Time Director |
80,50,503.00 |
10,000.00 |
37,50,000.00 |
Nil |
1,18,10,503.00 |
Special resolution seeking approval of members for remuneration to be
paid to the MD and WTD for remaining tenure of their appointment will be placed at the
ensuing AGM in terms of Schedule V of the Companies Act, 2013.
Particulars of Loans, Guarantees or investments under Section 186 of
the Companies Act, 2013
Particulars of Loans, Guarantees or investments as required under
Section 186 of the Companies Act, 2013 are provided in the Note no. 6&15 to Standalone
financial statements for the financial year 2022-2023.
Listing on Stock Exchanges
The equity shares of your Company are listed on National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE).The annual listing fees for the year 2023-24
have been paid to both the Stock Exchanges.
Transfer of Shares to the Investor Education and Protection Fund (IEPF)
The details pertaining to the transfer of shares to the Investor
Education and Protection Fund during the reporting period are disclosed in the Corporate
Governance report annexed to this report.
Suspension of Trading
The Securities of the Company were not suspended from trading during
the year under review. With effect from November 15, 2021, total outstanding 14,803 Global
Depository Receipts of the Company were delisted from London stock exchange and Luxembourg
stock exchange.
The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year
Not Applicable to the company.
The details of difference between amount of the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof
Not Applicable to the company.
Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013,
M/s Singhi & Co., Chartered Accountants,(Firm Registration No. 004915S),were appointed
as our Company's Statutory Auditors pursuant to a resolution adopted by our Shareholders
at the AGM held on July 15, 2022 for a period of five years, from Fiscal 2023 to 2027. The
Audited Consolidated Financial Statements have been prepared in accordance with the
Companies Act, 2013.
The financial statement for Fiscal 2023 have been audited by M/s Singhi
& Co., Chartered Accountants, and the financial statements for Fiscal 2022 and 2021
were audited by our previous statutory auditors, M/s. CNGSN & Associates LLP who were
appointed for a period of five years from Fiscal 2017 to Fiscal 2022.
Auditors' Report
The Auditors have audited the standalone and consolidated financial
statements of the Company for the financial year ended March 31, 2023. Auditors Report on
Standalone Financial Statement is with un-modified opinion and Auditor Report on
Consolidated Financial Statement is with modified opinion. The detailed report of the
Statutory Auditor forms part of this Integrated Report and Annual Accounts 2022-23.
Details of Fraud Reportable by Auditor
During the year under review, neither the statutory auditors nor the
secretarial auditors of the Company has disclosed any instance of fraud committed against
the Company by its officers or employees required to be disclosed in terms of Section
143(12) of the Act.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013 and the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors appointed M/s S Dhanapal & Associates (Practicing Company Secretaries) to
conduct the Secretarial audit of your Company for the Financial Year 2022-2023. The
Secretarial Audit Report in form MR-3 is forming part of this Annual Report (Annexure
VI).
Basis the recommendation of the Audit Committee, the Board has
re-appointed M/s S Dhanapal & Associates LLP (Practicing Company Secretaries), as
Secretarial Auditors of the Company for the Financial Year 2023-24.
Explanation to the Audit qualifications:
The explanation to the Audit Qualifications for the financial year
ended March 31,2023 are given in Annexure IX to this report.
In terms of Regulation 24A of the SEBI Listing Regulations, there
In terms of Regulation 24A of the SEBI Listing Regulations, there is no
material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the
purpose of this Regulation is a subsidiary whose income/net worth exceeds 10 per cent of
the consolidated income/net worth respectively of the Company and its Subsidiaries in the
immediately preceding accounting year. Hence, there is no requirement for a Secretarial
audit to be conducted for any of the Company's Subsidiaries in India.
Annual Secretarial Compliance Report
In terms of Regulation 24A of the SEBI Listing Regulations, the Annual
Secretarial Compliance Report for the financial year 202223 has been filed with Stock
Exchanges and the same is available on the website of the Company at
http://www.orchidpharma.com /downloads/Annual%20Secretarial%20Compliance%20Reports/
ORCHPHARMAANNUALSECRETARIALREPORT2023.pdf
Compliance with the provisions of Secretarial Standards Issued by
Institute of Company Secretaries of India
The Company has deployed proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by the Institute of Company
Secretaries of India.
Cost Audit
The Central Government has prescribed that an audit of the cost
accounts maintained by the Company in respect of Bulk Drugs and Formulations be conducted
under Section 148 of the Companies Act, 2013. Consequently, your Company had appointed
Shri J Karthikeyan as Cost Auditor for the Financial Year 2022- 23, for the audit of the
cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations.
The cost audit report for the Financial Year 2022-2023 will be filed with the Central
Government within the stipulated timeline.
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit)
Rules, 2014, the Company maintains the Cost Audit records in respect of its pharmaceutical
business. The Board, at its meeting held on May 10,2023, on the recommendation of the
Audit Committee, has appointed Shri J Karthikeyan, Cost Accountant, Chennai (Membership
No.29934 & Firm Reg. No.102695) to conduct the audit of the cost accounting records of
the Company for financial year2023- 2024ataremunerationofRs.2,50,000/-(Rupees Two Lakhs
and Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket
expenses. A certificate from the Cost Auditors, certifying his independence and arm's
length relationship has been received by the Company.
As per provisions of Section148of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is
required to be approved by the members in a General Meeting. Accordingly, a resolution
seeking members' ratification for the remuneration payable to Shri J Karthikeyan, Cost
Accountants is included in the notice convening the AGM.
Other disclosures
No disclosure or reporting is made with respect to the following items,
as there were no transactions during the year under review:
• The issue of equity shares with differential rights as to
dividend, voting or otherwise
• The issue of shares to the employees of the Company under any
scheme (sweat equity or stock options)
• There is no change in the Share Capital structure during the
year under review*.
• The Company does not have any scheme or provision of money for
the purchase of its own shares by employees or by trustees for the benefits of employees
• There was no revision in the financial statements
*The Board of Directors at its meeting held on June 27, 2023, approved
the allotment of 99,02,705 Equity Shares on Qualified Institutional Placement basis in
accordance to the SEBI (Issue of Capital and Disclosure Requirement) Regulations read with
applicable provisions of Companies Act 2013. Pursuant to the said allotment of Equity
Shares, the paid-up equity share capital of the Company stands increased from '
408,164,000 comprising of 40,816,400 Equity Shares to ' 50,71,91,050 comprising of
5,07,19,105 Equity Shares as on date of this report.
Acknowledgements
The Board is grateful and thankful to all the Banks, Financial
Institutions both in public sector and in private sector who have fully supported your
Company's initiatives. The Board is grateful to the Central and State Government and the
Central Drugs Standard Control Organization and State Food Safety and Drugs Administration
(State FDAs) for their continued support to the Company's business plans. The Board places
on record their appreciation of the support provided by the Employees, customers,
suppliers, service providers, medical fraternity and business partners.
| For and on behalf of the Board of Directors of |
|
|
Orchid Pharma Limited |
| Sd/- |
Sd/- |
| Manish Dhanuka |
Mridul Dhanuka |
| Managing Director |
Whole Time Director |
| DIN:00238798 |
DIN:00199441 |
| Place: Gurugram |
|
| Date: July 12, 2023 |
|
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