To
The Members,
Tyche Industries Limited
Your Directors have pleasure in presenting the 25th Annual Report of the Company
together with the Audited Accounts of the Company for the financial year ended 31st March,
2023.
Financial Results:
(Rupees in Lakhs)
Particulars |
Current Year ended on 31/03/2023 |
Previous Year ended on 31/03/2022 |
Total Income (Including Other Income) |
8021.32 |
6642.34 |
Less: Expenditure (before Finance Cost & Depreciation) |
5923.50 |
5130.47 |
Profit before Finance Cost & Depreciation |
2097.82 |
1511.87 |
Less: Finance Cost |
0.11 |
0.00 |
Profit before Depreciation and Tax |
2097.71 |
1511.87 |
Less: Depreciation |
177.34 |
178.91 |
Profit before tax after Depriciation |
1920.37 |
1332.97 |
Less: Execeptional Item |
11.95 |
69.32 |
Profit/Loss before Tax |
1908.42 |
1263.64 |
Less: Provision for Tax |
|
|
- Current Tax |
503.31 |
339.09 |
- Deferred Tax |
-12.04 |
-8.59 |
Profit after Tax |
1417.15 |
933.14 |
Other Comprehensive Income |
-9.85 |
6.87 |
Total Comprehensive Income |
1407.30 |
940.01 |
Add: Balance brought forward from the Previous Year |
9397.37 |
7919.40 |
Appropriations |
|
|
Dividend Paid* |
153.61 |
102.41 |
Dividend Tax Paid* |
0.00 |
0.00 |
Transfer to General Reserve* |
30.00 |
30.00 |
Adjustment to Reserves |
0.00 |
0.00 |
(+/-)Excess/ Short Provision |
0.18 |
12.01 |
Balance carried to Balance Sheet |
10650.88 |
9397.37 |
Recommended by board, subject to approval of shareholders in the annual general
meeting.
Review of the Business:
During the year, your Company has achieved a total income of Rs. 8021.32 Lakhs as
against Rs.6642.35 Lakhs in the previous year and earned a net profit of Rs.1417.15 Lakhs
(Previous Year Rs 932.83 Lakhs) after providing Income Tax and Deferred Tax of Rs.491.27
Lakhs (Previous Year Rs.330.39 Lakhs).
Your directorsalways work with a focus to build a sustainable business model which
would add value to all stakeholders over the years to come. The Board of Directors opine
that the present and future market scenario of Pharma Sector will be good as discussed in
detail in Management Discussion and Analysis.
Management Discussion & Analysis:
Various business aspects including market conditions, business opportunities,
challenges etc. have been discussed at length in the Management Discussion and Analysis
(MD&A), which forms part of this Annual Report.
Dividend:
Your Directors have recommended a dividend of Re.2.00 per fully paid equity share for
the year ended 31st March, 2023 being 20% of the fully Paid-up Equity Capital of the
Company. The dividend, if approved at the ensuing Annual General Meeting will be paid to
those members, whose names appear on the Company's Register of Members on 22nd August,
2023. The total amount of outgo on account of this will be Rs.2.04 Crores towards
dividend. The dividend would be tax in the hands of the shareholders.
Directors:
a) Directors:
In accordance with the provisions of the Companies Act, 2013, Mr G. Sandeep, Director
of the Company will retire by rotation at the ensuing Annual General Meeting of the
company.
Brief resume of Directors proposed to be appointed/re-appointed as stipulated under
SEBI (LODR) Regulations, 2015 entered with the Stock Exchanges are given in the Notice
convening 25th Annual General Meeting.
b) Board Meetings:
During the year, seven board meetings were held, with gap between meetings not
exceeding the period prescribed under the 2013 Act. Details of Board and Board Committee
Meetings held during the year are given in the Corporate Governance Report.
Board Meeting dates are finalised in consultation with all Directors and agenda papers
backed up by comprehensive notes and background information are circulated well in advance
before the date of the meeting thereby enabling the Board to take informed decisions. A
detailed presentation is also made to apprise the Board of important developments in
industry, segments, business operations, marketing, products etc.
c) Key Managerial Personnel:
Mr. G. Ganesh Kumar, Managing Director of the Company. Mr. Y Srinivas Rao, Chief
Financial Officer Mr. SatyaRanjan Jena, Company Secretary and Compliance Officer
d) Declaration from Independent Directors
Mr.Boosa Eshwar, Mr Sai Sudhakar Panchakarla and Mrs P Vijaya Lakshmi are Independent
Directors of the Company. In terms of Section 149 and 152 of the Companies Act, 2013 these
Independent Director of the Company shall not retire by rotation. The independent
directors have submitted the declaration of independence stating that they meet the
criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies
Act, 2013 as well as under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
e) Independent Directors familiarisation programme:
As per the requirements under the (Listing Obligations and Disclosure Requirements)
Regulations 2015, the Company undertook Directors Familiarisation Programme for
Independent Directors in order to familiarise them with business model, management
structure, product portfolio, industry overview, manufacturing operations, internal
control system and operations, FOREX management, risk management framework, functioning of
various divisions, HR Management etc.
f) Performance Evaluation of Board, Committees and Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligation and
Disclosure Requirements), Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance and of the Independent Directors on
parameters such as level of engagement, contribution, independent judgment, safeguarding
the interest of the Company and its minority shareholders etc. The performance evaluation
of the Chairman and Non independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process as well
as the evaluation of the working of its committee, information needs of the Board,
execution and performance of specific duties, obligation and governance.
g) Policy on appointment and remuneration of Directors:
The Board has on the recommendation of Nomination & Remuneration Committee
formulated criteria for determining Qualifications, Positive Attributes and Independency
of a Director as also a policy for remuneration of Directors, Key Managerial Personnel and
Senior Management. The details of criteria laid down and the Remuneration policy are given
in the Corporate Governance Report.
h) Statutory Auditors:
The Company's Statutory Auditors, M/s. P. S. N Ravishanker, Chartered Accountants (Firm
Registration No. 003228S) were appointed as the Statutory Auditors of the Company for a
period of 5 years at the 24th Annual general Meeting of the Company, up to the conclusion
of this 29th Annual General Meeting of the Company.
i) Secretarial Auditors& Secretarial Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
re-appointed Mrs. D. Renuka, Company Secretary in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure
1" and forms part of this report. There is no qualification, reservation or adverse
remark in the report..
j) Cost Auditors:
As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, the cost audit records maintained by the company in
respect of its bulk drugs and API's activity are required to be audited by cost auditors.
The Board has on the recommendation of the Audit Committee recommended Mr. Sativada Venkat
Rao., Practicing Cost Accountant, Hyderabad as Cost Auditors of the Company to conduct the
cost audit for the financial year 2023-24, at a remuneration of Rs. 45,000/-p.a (Rupees
Forty Five Thousand only) excluding taxes as may be applicable, in addition to
reimbursement of all out-of-pocket expenses subject to ratification by members.
Accordingly, a resolution seeking Member's ratification for the remuneration payable Mr.
SativadaVenkat Rao, Cost Auditor is included at Item No.4 of the Notice convening the 25th
Annual General Meeting.
k) Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014, the Board has recommended the appointment of M/s.
K SRINIVAS & Associates, Chartered Accountants as Internal Auditors of the Company for
the financial year 2023-24.
l) Auditors' Qualifications/reservations/adverse remarks/ Frauds reported:
There are no Auditors' Qualifications or reservations or adverse remarks on the
financial statements of the Company. The auditor's recommendations for improvement in the
control systems are noted and the necessary steps towards the implementation of the same
will be initiated. The Auditors have not reported any frauds to the Audit Committee as
prescribed under Sec. 143(12) of the Companies Act, 2013
m) Internal Control System, Compliance Framework:
The Company has an Internal Control System, commensurate with size, scale and
complexity of its operations. The Company has also put in place the policies and
procedures relating to "Internal Financial Controls" for ensuring the orderly
and efficient conduct of its business, including adherence to the company's policies, 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 statements, as per the explanation to Section 134(5) (e) of the Act.
The internal financial controls are adequate and are operating effectively so as to
ensure orderly and efficient conduct of business operations. The Audit Committee in
consultation with the Internal Auditors formulates the scope, functioning, periodicity and
methodology for conducting the internal audit. The internal auditors carry out audit,
covering inter alia, monitoring and evaluating the efficacy and adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies at all locations and submit their periodical internal audit
reports to the Audit Committee. Based on the internal audit report and review by the Audit
Committee, process owners undertake necessary actions in their respective areas. The
Internal Auditors have expressed that the internal control system in the Company is robust
and effective.
The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and that such systems are adequate and operating
effectively.
n) Transfer to Reserves:
Your Company proposes to transfer Rs.30 Lakhs to the General Reserve out of the amount
available for appropriations.
o) Material Changes:
There is no Material Changes in the current year
Directors Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the
Board of Directors of the Company hereby state that:
i. In the preparation of the annual accounts for the year ended 31stMarch, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, had been followed and there are no material departures from the same;
ii. 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 as at 31st March, 2023 and profit of the
company for thatperiod;
iii. 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;
iv. The Directors hadprepared the annual accounts on a "Going Concern" basis.
v. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Related Party Transactions:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large and the Form AOC-2 is attached (Annexure-II).
Subsidiary and associate Companies:
The Company does not have any subsidiary and/or associate companies.
Public Deposits:
During the year under review, the Company has neither accepted nor renewed any deposit
within the meaning of Section 73 and 76of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
Insurance:
Your Company has taken wherever possible to mitigate risks, appropriate insurances and
the Board is kept apprised of the risk assessment and minimization procedures. The assets
of the Company have been adequately covered under insurance. The policy values have been
enhanced taking into consideration the expanded and upgraded facilities of the Company.
Listing of Securities:
The Equity Shares of the Company are listed with BSE Limited. The Company has paid the
Annual listing fees to the BSE Limited for the financial year 2023-2024.
Share Capital:
The Company has only one class of shares viz., Equity shares of face value of Rs.10/-
each. The total issued and subscribed capital of the Company is Rs.10.25 Crores. The
paid-up capital of the Company is Rs.10.24Crores. The Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
Forfeiture of shares:
The company has issued notices to the shareholders for payment of calls in arrears on
various dates, after the issue of said notices the company is left with unpaid capital of
Rs 46,600/- unpaid on 9,320 equity shares @ Rs 5/- share. The company after taking
approvals from the stock exchange, the said share capital will be written off accordingly
in books.
Report on Corporate Governance:
A detailed report on Corporate Governance prepared in substantial compliance with the
provisions of SEBI (LODR) Regulations, 2015 with the Stock Exchange together with
Certificate given by the practicing company secretary regarding the compliance of
conditions of corporate governance, form a part of Annual Report.
Audit Committee and its Composition:
The Audit Committee of the Company reviews the reports to be submitted with the Board
of Directors with respect to auditing and accounting matters. It also supervises the
Company's internal control and financial reporting process.
As on 31stMarch, 2023, the Audit Committee comprised of, Mr.Boosa Eshwar, Mr.Sai
Sudhakara Panchakarla Independent Directors and Mr. G Ganesh Kumar, Managing Director of
the Company as member.
Mr.Boosa Eshwar is the Chairman of Audit Committee of the Company. The Compliance
Officer of the Company acts as the Secretary of the Audit Committee.
Committees of the Board:
There are currently five Committees of the Board, which are as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Share Transfer Committee
4. Nominations and Remuneration Committee
5. Corporate Social Responsibility Committee
6. Share Transfer Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", as part
of this Annual Report.
Research & Development:
The Company has incurred an expenditure of Rs.90.90 Lakhs on research and development
during the year.
Risk Management:
Company has implemented an integrated risk management approach through which it reviews
and assesses significant risks on a regular basis to help ensure that there is a robust
system of risk controls and mitigation in place. Senior management periodically reviews
this risk management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Manufacturing &
Supply, Regulatory, Information Technology, Currency fluctuation, Compliance, Litigation,
etc. The management is however, of the view that none of the above risks may threaten the
existence of the Company as robust Risk mitigation mechanism is put in place to ensure
that there is nil or minimum impact on the Company in case any of these risks materialise.
The Company has laid down a well-defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of
both business and non-business risk. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.
Whistle Blower Mechanism:
The Company has set up Whistle Blower / Vigil Mechanism viz. Whistle Blower Policy to
enable the employees and Directors to report genuine concerns and irregularities, if any
in the Company, noticed by them. The same is reviewed by the Audit Committee from time to
time. The details of the Whistle Blower Policy are explained in the Corporate Governance
Report and also posted on the website of the Company. We affirm that during the financial
year 2022-23, no employee or director was denied access to the Audit Committee.
Loans, Guarantees or Investments:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Corporate Social Responsibility (CSR):
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with CSR
Rules, the Company has constituted CSR Committee and formulated CSR Policy. During the
year, the Company undertook several initiatives under the CSR program. The details of CSR
policy and CSR activities undertaken during the year are annexed herewith as
"Annexure III".
Details of Significant and Material Orders passed by the Regulators or Courts or
Tribunals impacting the Going Concern status and Company's operations in future:
There was no order passed by any regulator or court or tribunal, which impacts, the
going concern status of the Company or will have bearing on Company's operations in
future.
Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
The Company has formulated and implemented a policy for Prevention of Sexual Harassment
of Women at workplace. During the year under review, the Company has not received any
complaints under the policy
The Company has constituted an Internal Compliant Committee under Section 4 of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year, no complaint was made before the Committee
Legal Compliance Reporting
The Board of Directors reviews in detail, on a quarterly basis, the reports of
compliance to all applicable laws and regulations. Any non-compliance is seriously taken
up by the Board, with fixation of accountability and reporting of steps taken for
rectification of non-compliance. In the opinion of the Board, there has been no
identification of elements of risk that may threaten the existence of the company. The
Company complied with all the applicable Secretarial Standards issued by the Institute of
the Companies Secretaries of India.
Detail of application made or proceeding pending under Insolvency and Bankruptcy code
2016:
During the year under review, there are no application made or proceeding pending under
Insolvency and Bankruptcy code, 2016.
Detail of difference between Valuation amount on one time settlement and valuation
while availing loan from Banks and Financial Institutions.
During the year under review, Company doesn't avail any loan and there has been no one
time settlement of Loans.
Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual
Return of the Company shall be placed on the Website of the Company at www.
tycheindustries.net.
Managerial Remuneration and Particulars of Employees:
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) rules, 2014 are attached as "Annexure IV".
In terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees drawing remuneration in excess of
limits set out in said rules forms part of the annual report.
Considering the first proviso to section 136(1) of the Companies Act, 2013, the annual
report, excluding the aforesaid information, is being sent to the shareholders of the
company and other entitled thereto. The said information is available for inspection at
the registered office of the Company during business hours on working days up to the date
of the forthcoming 25th Annual General Meeting. Any shareholders interested in obtaining a
copy thereof may write to the Company Secretary in this regard.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
Information regarding Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo required to be disclosed under Section 134 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 is enclosed as an "Annexure V"
and forms part of the Report.
Human Resource:
Your Company firmly believes that employees are the most valuable assets and key
players of business success and sustained growth. Various employee benefits, recreational
and team building programs are conducted to enhance employee skills, motivation as also to
foster team spirit. Company also conducts in-house training programs to develop leadership
as well as technical/functional capabilities in order to meet future talent requirements.
Industrial Relations:
Industrial relation has been cordial and your directors appreciate the sincere and
efficient services rendered by the employees at all levels towards the successful working
of the Company.
Awards
Your Company has been awarded as "Asia's 200 Best under A Billion 2020" by
Forbes in the year 2020-21.
Acknowledgement:
Your directors wish to take this opportunity to thank the employees for their dedicated
service and contribution to the Company. We also thank Bank of India, Government Agencies,
Business Associates, Shareholders and Investors at large for their continued support
towards conduct of efficient operations of the Company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
Place: Hyderabad |
G. Ganesh Kumar |
Date: 01st August, 2023 |
Chairman &Managing Director |