To,
The Members,
Your Directors have pleasure in presenting their Report on the business
and operations of the Company along with the Standalone and Consolidated Audited Financial
Statements for the year ended March 31, 2026.
FINANCIAL SUMMARY
| Particulars |
FINANCIAL YEAR 2025-26 |
FINANCIAL YEAR 2024-25 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Operating revenue |
59,703 |
1,53,887 |
47,741 |
1,28,643 |
| Other Income |
3,814 |
984 |
6,967 |
2,333 |
| Profit before interest, depreciation, tax and after
exceptional Items |
21,328 |
45,670 |
16,006 |
31,212 |
| Interest |
1,004 |
5,879 |
587 |
7,553 |
| Depreciation & Amortisation |
5,511 |
11,972 |
4,886 |
11,299 |
| Net prof it/(loss) before tax |
14,813 |
27,819 |
10,533 |
12,360 |
| Provision for Taxes |
|
|
|
|
| a.Current Tax/(credit) |
1,097 |
4,669 |
4,708 |
7,335 |
| b.Deferred Tax/(credit) (Net of MAT credit) |
417 |
530 |
(964) |
(2931) |
| Profit after tax for the year |
13,299 |
22,620 |
6,789 |
7,956 |
| Share of profit/(Loss) in Associates/ Joint Ventures |
- |
1,712 |
- |
(127) |
| Share of profit/(Loss) in Non-Controlling interest |
- |
- |
- |
- |
| Other comprehensive incomes (expenses) |
(11) |
387 |
(195) |
(230) |
| Total Comprehensive Income/(expenses) |
13,288 |
24,719 |
6,594 |
7,599 |
REVIEW OF OPERATIONS:
During the year under review, the Company reported standalone operating
revenues of R 59,703 Lakhs as against R 47,741 Lakhs and Total Comprehensive Income of R
13,288 Lakhs as against R 6,594 Lakhs in the previous year, consolidated gross revenues
for the year review were reported at R 1,53,887 Lakhs as against R 1,28,643 Lakhs and
Total Comprehensive Income of R 24,719 Lakhs as against R7,599 Lakhs in the previous year.
DURING THE YEAR UNDER REVIEW:
Shilpa Medicare has demonstrated remarkable progress across our core
business verticals of APIs, Formulations, CDMO, and Biologics, driven by our unwavering
commitment to scientific innovation and excellence, with a brief snapshot hereunder:
API Segment
• Completed capacity expansion for key products viz. UDCA and
Tranexamic Acid, with batch size scale-ups undertaken across multiple molecules
• Added 15+ new oncology APIs to the development pipeline,
targeting molecules with patent expiries through 2032
• Received CEP from EDQM for Methotrexate, a complex oncology API
developed through an import-substitute route
• Added 37 new DMF filings during the year, taking the cumulative
total to 283
• New dedicated oncology manufacturing block expansion underway,
expected to be commissioned in FY27
• Dedicated, fully automated peptide manufacturing facility under
construction; Semaglutide process validation completed
• Specialty CDMO (API CDMO, Peptide & Polymer) delivered
revenue of R110 crores, with an active pipeline of 25+ programmes
• First US NCE programme successfully transitioned to commercial
launch through a global pharmaceutical partner
• Oxylanthanum Carbonate — NDA resubmission accepted by US
FDA, commercialisation anticipated pending approval
• Two new NCE client audits successfully completed
Formulations Segment
• Launched Noduca™ (NorUDCA) — making Shilpa the first
company in India to receive regulatory approval for NAFLD treatment
• Over 50 new approvals received across global markets during the
year, taking the regulatory filing base to 860+
• US Ready-to-Use oncology injectable platform (Pemetrexed RTU,
Bortezomib RTU Subcutaneous) continuing to gain prescription traction
• European formulations revenue surpassed Y200 crores, growing
over 100% YoY
• Domestic formulations revenue grew ~177% YoY to Y72 crores, led
by Noduca's institutional and retail traction
• Rotigotine Transdermal Patch received final
marketing authorisation from the European
Medicines Agency, marking Shilpa's first
transdermal drug delivery product to achieve regulatory clearance in a
major international market; US FDA submission also completed during the year
Biologics
• Biologics segment revenue of Y149 crores, growing 100% YoY
• Aflibercept progressed through Phase III clinical trials in
India; Nivolumab commenced Phase I human studies
• Recombinant Human Albumin programme received its initial
milestone payment from Orion Corporation; US DMF filed for excipient-grade rHA
• Signed strategic licensing agreement with SteinCares for
commercialisation of a biosimilar across 30+ Latin American countries
• mAbTree Biologics collaboration — investigational
monoclonal antibody received Orphan Drug Designation from the US FDA
• Signed development and manufacturing agreement with Alveolus Bio
for a novel Live Biotherapeutic Product
• ADC GMP facility received its Test License from Indian
regulatory authorities; first ADC biosimilar successfully completed development
• Portfolio strengthened with the addition of four new biosimilar
programmes — Nivolumab, Pembrolizumab, Daratumumab and Dupilumab
R&D
• Patent portfolio reached a cumulative 597 patents filed (API:
215, Formulations: 366, Biologics: 16) and 126 patents granted
• Filed 12 new trademark applications and secured registrations
for 2 trademarks
• Formulation regulatory filing base expanded to over 860 filings;
API filing base expanded to 283 DMF filings
Other highlights
• Your Company invested Y361 crores during the year on its ongoing
expansion programme along with maintenance capex, to better position itself for achieving
future goals
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:
The Standalone and Consolidated Financial Statements of your Company
have been prepared in accordance with Indian Accounting Standards (‘Ind AS')
notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.
Further, a statement containing the salient features of the Financial
Statements of our subsidiaries pursuant to Section 129 of the Companies Act, 2013 in the
prescribed form AOC-1 is appended as Annexure-1 to the Board's Report. The Statement
also provides the details of performance and financial position of each of the
subsidiaries.
SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
The Company has direct and step down subsidiaries in India and
overseas. Consolidated financial statements have been prepared by the Company in
accordance with the requirements of Ind AS 27 issued by the Institute of Chartered
Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013
("the Act").
As per the provisions of Section 136 of the Act, separate audited
financial statements of subsidiaries are placed
by the Company on its website at www.vbshilpa.com .
Statement containing the salient features of the financial statements of subsidiaries and
associate Companies for the year ending March 31, 2026 in Form AOC-1 and a Copy of the
audited financial statements of subsidiaries will be provided to the shareholders upon
their request.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business carried out by your Company.
DIVIDEND:
Your Directors recommended a final dividend of Y
0.60/- per equity share of Y 1/- each (i.e. 60% of the face value) for
the FY 2025-26, absorbing an amount of Y 1,173.49 Lakhs from the profits of the FY
2025-26.
The Dividend Distribution Policy of the Company is uploaded on the
Company's website at
https://www. vbshilpa.com/pdf/Dividend%20Distribution%20Policy
Update.pdf
SHARE CAPITAL:
The Paid-up share capital of the Company as on 31.03.2026 is Y
19,55,81,816/- divided into 19,55,81,816 equity shares of Y1/- each. During the year, the
Company has issued and allotted Bonus shares on 06 October 2025 in the ratio of 1:1 to the
Shareholders of the Company.
Pursuant to the provisions of section 124 (5) of the Companies Act,
2013 read with the IEPF Rules, the Company has transferred 3096 shares, belonging to the
14 shareholders who did not continuously claim dividend for seven years from the financial
year 201718 to IEPF Account, the details of which are placed on the website of the
Company.
LISTING OF EQUITY SHARES:
The securities of the Company are listed on National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE). Further, the Company has no equity shares
carrying differential rights.
TRANSFER TO RESERVES:
During the financial year under review, your Company has not
transferred any amount to the general reserve.
DIRECTORS OR KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of the Companies Act 2013, Mr. Sharath Reddy
Kalakota (DIN No. 03603460), Whole-Time Director, will retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.
CHANGE IN DIRECTORSHIP
During the year, the following appointments / reappointments took place
on the Board of the Company:
Mr. Sharath Reddy Kalakota (DIN: 03603460), Whole Time Director of the
Company, was re-appointed at the 38th AGM held on September 23, 2025 for a
further period of 5 (five) years w.e.f. October 1, 2025 and whose office shall be liable
to retire by rotation.
Dr. Anita Bandyopadhyay (DIN NO: 08672071), Women Independent Director
of the Company, was re-appointed for a further period of 3 (three) years at the 38th
AGM held on September 23, 2025 w.e.f. conclusion of the said AGM until the AGM to be held
in 2028 and her tenure is not subject to retirement by rotation.
Mr. Ashraf Loutfy Abdelhamid Allam (DIN: 11192531), appointed as a
Non-Executive Independent Director of the Company for a period of 2 (two) years at the 38th
AGM held on September 23, 2025 w.e.f. conclusion of the said AGM until the AGM to be
held in 2027 and his tenure is not subject to retirement by rotation.
CHANGE IN KEY MANAGERIAL PERSONNEL
During the year under review, there were no changes in the Key
Managerial Personnel ("KMP") of the Company. Following are the key managerial
personnel of the Company:
• Mr. Vishnukant C Bhutada - Managing Director
• Mr. Kalakota Sharath Reddy - Whole-time Director
• Mr. Alpesh M Dalal - Chief Financial Officer
• Ms. Ritu Tiwary - Company Secretary & Compliance Officer
NUMBER OF MEETINGS OF THE BOARD:
During the financial year, Four Board Meetings were held as detailed
below which are in compliance with the provisions of the Companies Act, 2013, the Listing
Regulations and Secretarial Standards on Board meeting:
1. 26 May 2025
2. 13 August 2025
3. 13 November 2025
4. 06 February 2026
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUBSECTION (6) OF SECTION 149:
The Independent Directors have submitted their declaration of
Independence, as required under
Section 149(7) of the Companies Act, 2013 stating that they meet the
criteria of independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
AUDITORS:
Statutory Auditors:
Members of the Company at the Annual General Meeting held on September
28, 2022 approved the appointment of M/s. Bohara Bhandari Bung And Associates LLP,
Chartered Accountants, Raichur FRN: 008127S/S200013, as the new statutory auditors of the
Company to hold office for one term of 5 years commencing from conclusion of the ensuing
35th Annual General Meeting up to the 40th Annual General Meeting of
the Company.
* The statutory auditor of the Company has changed their name from M/s.
Bohara Bhandari Bung And Associates LLP to B N P S And Associates LLP w.e.f. May 19, 2025.
Cost Auditors:
The Board upon the recommendation of the Audit Committee appointed M/s.
V. J. Talati & Co., Cost Accountants, for conducting the audit of cost records of
various segments of the Company for the financial year 2026-27. As required under Section
148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules,
2014, a resolution is being placed at the ensuing Annual General Meeting for ratification
of remuneration payable to the said Cost Auditors.
Secretarial Auditors:
Mr.D.S.Rao, Practicing Company Secretary, Hyderabad, was appointed as
the Secretarial Auditor of the Company for a period of 5 years (i.e., first term of
appointment) commencing from the FY 2025-26 to FY 2029-30 by members in the 38th
AGM held on 23 September 2025.
During the year under review, the Company has complied with the
provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations. The
Secretarial Audit Report for the financial year ended March 31, 2026 issued by Mr.D.S.Rao,
Practicing Company Secretary, Hyderabad is enclosed as Annexure - 2 to this Report and it
does not contain any reservation, qualification or adverse remarks.
Internal Auditor:
Pursuant to the provisions of section 138 of the Companies Act, 2013
and rules made thereunder, the Board on the recommendation of the Audit Committee
has appointed M/s Aneja Assurance Pvt Ltd as Internal Auditors of the
Company for the financial year 202627 in place of M/s BDO India LLP- Internal Auditors for
the FY 2025-26.
COMMENTS OF THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMERS:
Statutory Auditors:
As there is no qualification, reservation or adverse remark in the
reports given by the Statutory Auditors, your directors need not provide any clarification
on the same.
Secretarial Auditors:
As there is no qualification, reservation or adverse remark in the
reports given by the Secretarial Auditor, your directors need not provide any
clarification on the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure
- 3.
RISK MANAGEMENT POLICY:
Pursuant to Regulation 21(4) of SEBI (LODR) Regulations, 2015, the
Board of Directors have formulated and implemented a Risk Management Policy, which
identifies various elements of risks, which in its opinion, may threaten the existence of
the Company and contains measures to mitigate the same. The Risk Management Policy of the
Company is hosted on the Company's website: www.vbshilpa.com .
A Risk Management Committee has been constituted as per the terms of
Regulation 21 of SEBI (LODR) Regulations, 2015 to monitor and review the major risks faced
by and the risk management plan of the Company periodically.
During the year two Risk Management Committee meetings were held on
September 20, 2025 & March 20, 2026.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
In terms of the provisions of Section 135 read with Schedule VII to the
Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to
be undertaken by the Company as framed by the Corporate Social
Responsibility Committee (CSR Committee) has been adopted by the Board
of Directors. Accordingly, the Company has transferred the CSR amount to ‘Shilpa
Foundation', a public charitable trust taking up various social public causes of the
society in and around Raichur, Karnataka and the activities of the said trust are covered
under the Schedule VII of the Companies Act, 2013. A report on the CSR activities, as
required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, is
enclosed herewith as Annexure - 4.
The Company has constituted the CSR Committee for monitoring the
activities undertaken by the Company in this regard. The CSR Policy of the Company and
other details as required is are placed on the Company's website at
https://vbshilpa.com/policies-and-codes.php
During the year, one Corporate Social Responsibility Committee meeting
was held on 12th August 2025.
NOMINATION AND REMUNERATION POLICY:
A Committee of the Board named as "Nomination and Remuneration
Committee" has been constituted to comply with the provisions of Section 178,
Schedule IV of the Companies Act and Regulation 19 of SEBI (LODR) Regulations, 2015. It
has been entrusted with the task to recommend to the Company the prospective Directors and
KMP who possess the requisite skills and positive attributes as specified in the
Nomination and Remuneration Policy.
The Nomination and Remuneration Committee has formulated a Nomination
and Remuneration Policy which recommends the guidelines based on which the annual
performance of the Independent Directors, the Board and Individual Directors is carried
out by the Board.
The Nomination and Remuneration Policy of the Company is placed on the
Company's website at
https://www.vbshilpa.com/pdf/ NominationRemunerationPolicy.pdf
During the year, two Nomination and Remuneration Committee meetings
were held on May 22, 2025 & July 18, 2025.
FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND
OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board of Directors have carried out an annual evaluation of its own
performance as well as that of its Committees and individual directors pursuant to the
provisions of the Sections 134 and 178 read with Schedule IV to the Companies Act, 2013. A
structured questionnaire was prepared after taking
into consideration inputs received from the Directors covering various
aspects of the Board's functioning such as adequacy of the composition of the Board
and its Committees, execution and performance of specific duties by the Board of
Directors, independence, governance, ethics and values, attendance and contribution at
meetings etc.
The performances of the Independent Directors were evaluated by the
Board after seeking inputs from all the directors on the effectiveness and contribution of
the Independent Directors.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members based on the criteria such as the composition of
Committees, effectiveness of Committee Meetings, etc.
The Board reviewed the performance of the individual directors on the
basis of criteria such as the contribution of the individual director to the Board and
Committee Meetings, like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in Meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of the
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of Executive Directors and Non-
Executive Directors. The Independent Directors also assessed the quality, quantity and
timeliness of flow of information between the Board and the management that is necessary
for the Board to perform its functions reasonably and effectively. The same was discussed
in the Board Meeting that followed the meeting of the Independent Directors.
FINANCIAL STATEMENTS:
In accordance with the provisions of Section 129 (3) of the Companies
Act, 2013, the Standalone and Consolidated Financial Statements, drawn up in accordance
with the applicable Accounting Standards form part of this Annual Report.
In accordance with Rule 8 (1) of Companies (Accounts) Rules 2014, the
highlights of performance of the Subsidiaries, Associates and Joint Ventures and their
contribution to the overall performance of the Company have been detailed in Annexure - 1
enclosed to this report.
Further, the annual accounts of all the subsidiary companies are
available on the Company's website www.vbshilpa.com
Annual accounts of the Subsidiary Companies and related detailed
information will be available for inspection by the members, at the registered office of
the Company and will also be made available to the members upon request.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company has Internal Control Systems, commensurate with the size,
scale and complexity of its operations. Various Audit systems in the Company monitor and
evaluate the efficacy and adequacy of the internal control systems of the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Based on the audit reports, the concerned department/ unit undertakes
corrective action in the respective areas and strengthens the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board periodically.
The Board of Directors of the Company have adopted various policies
like Related Party Transactions Policy, Whistle Blower Policy, Policy to determine
Material Subsidiaries, Code of Conduct for Regulating, Monitoring and Reporting Insider
Trading and such other procedures for ensuring orderly and efficient conduct of its
business for safeguarding its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial information.
SHIFTING OF REGISTERED OFFICE:
Members vide postal ballot dated 22nd June 2026 have
approved shifting of registered office of the Company from the State of Karnataka to the
State of Maharashtra. The Company has filed requisite petition before the Regulatory
Authorities for approval.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW:
The following instances took place during the year under review, which
need to be reported in accordance with Rule 8(5) (iv) of Companies (Accounts) Rules, 2014:
The Hon'ble National Company Law Tribunal (NCLT), Bengaluru Bench,
vide its order dated 27 February 2026 has approved the Scheme of Amalgamation between
Shilpa Medicare Limited (‘the Company') and Shilpa Therapeutics Private Limited,
a wholly owned subsidiary of the Company with the Appointed Date as April 1, 2025.
Pursuant to the said order and upon the effectiveness of the Scheme, Shilpa Therapeutics
Private Limited shall cease to be a subsidiary of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 Your
Directors' confirm that:
• Applicable accounting standards have been followed in the
preparation of the annual accounts and that no material departures have been made from the
same;
• Accounting policies have been selected and applied consistently.
Judgments and estimates made 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 FY2026 and of the profit of
the Company for that period;
• Proper and sufficient care has been taken to maintain adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
• Annual accounts have been prepared on a going concern basis
• Adequate internal financial controls for the Company to follow
have been laid down and these are operating effectively; and
• Proper and adequate systems have been devised to ensure
compliance with the provisions of all applicable laws and these systems are operating
effectively.
EXTRACT OF ANNUAL RETURN:
In accordance with Section 92(3) of the Act and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual
Return of the Company has been placed on the Website of the Company at www.vbshilpa.com
OTHER DISCLOSURES:
Committees of Board:
Your Company has the following committees, namely:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
The constitution of all the committees are as per the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of the constitution are
mentioned in Corporate Governance Report, which forms part of this
Annual Report.
CORPORATE GOVERNANCE REPORT:
Regulation 15 of SEBI (LODR) Regulations, 2015 is applicable to your
Company and as such the details as specified in Schedule V(C) of SEBI (LODR) Regulations,
2015, with regard to Corporate Governance Report including Practicing Company
Secretary's Certificate on compliance with the conditions of Corporate Governance
specified in Schedule V(E) of SEBI (LODR) Regulations, 2015 as well as a certificate as
specified in Schedule V(C)(10)(i) of SEBI (LODR) 2015 forms part of the Annual report as
Annexure- 5.
Pursuant to the Bonus Issue during the financial year 2025-26, the
details of the Bonus Issue Suspense Escrow Demat Account are disclosed in Annexure-5.
Initially, a total of 1,24,750 shares pertaining to 26 shareholders were in the Suspense
Escrow Account. Out of these, 3 shareholders has claimed their shares from the said
account. After the said claim, the details of the Suspense Escrow Account are as follows:
Name of Account: Bonus Issue Suspense Escrow Demat Account, DP ID:
16010100, Client ID: 00606536
| Particulars |
Pre-claimed Status |
Post- Claimed Status |
| Total Number of Shareholders |
26 |
23 |
| Total Number of Shares |
1,24,750 |
1,00,750 |
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review
as stipulated under Regulation 34 read with Schedule V (B) to the SEBI (LODR) Regulations,
2015 is annexed hereto and forms part of this Annual Report.
VIGIL MECHANISM:
In pursuance to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil mechanism
for directors and employees to report genuine concerns has been established. The Policy on
vigil mechanism i.e. Whistle Blower Policy may be accessed on the Company's website
at https://www.vbshilpa.com . The policy provides
for a framework and process for safeguard against victimization of director(s) or
employee(s) or any other person who avail the mechanism and allow direct access to the
Chairman
of the Audit Committee in exceptional cases. Your Company adheres to
uncompromising integrity in conduct of its business and strictly abides by well- accepted
norms of ethical, lawful and moral conduct. It has zero tolerance for any form of
unethical conduct or behaviour. Directors and employees are at liberty to report unethical
practices.
REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL
PERSONNEL/EMPLOYEES:
Statement showing disclosures 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 is
enclosed herewith as Annexure-6.
PARTICULARS OF EMPLOYEES:
Statement of employees as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement
containing the particulars of top 10 employees in term of remuneration drawn is available
for inspection at the registered office of the Company during business hours. Any
Shareholder interested in obtaining a copy of the same may write to the Company Secretary
at the registered office of the Company.
COST RECORDS AND COST ACCOUNTS:
The Company is maintaining cost records and accounts as specified by
the Central Government under subsection (1) of section 148 of the Companies Act, 2013.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) ACT, 2013:
Your Company has always provided a safe and harassment free workplace
to every individual working in its premises through various policies and practices. Your
Company always endeavours to create an environment that is free from discrimination and
harassment, including sexual harassment. Your Company has been actively involved in
ensuring that the clients and all the employees are aware of the provisions of the POSH
Act, 2013 and the rights available to them there under.
Your Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the
complaints received regarding sexual harassment.
Complaint filed under Sexual Harassment of Women at Workplace:
Your Company did not receive any complaints during the period under
review.
| Particulars |
|
| Total number of complaints of sexual harassment received in
the year; |
Nil |
| Total number of complaints disposed off during the year; and |
Nil |
| Total number of cases pending for more than 90 days |
Nil |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of the loans granted, guarantees given, securities provided and
investments made during the year under review, as covered under Section 186 of the
Companies Act, 2013, are detailed in the notes to the financial statements which may be
read as a part of this Report.
DEPOSITS:
During the year under review, your Company has not accepted any
deposits within the meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
RELATED PARTY TRANSACTIONS:
Related Party Transactions entered into during the financial year under
review are disclosed in Note No. 45 to the Financial Statements. These transactions were
at an arm's length basis and in the ordinary course of business. There were no
materially significant Related Party Transactions with the Company's promoters,
directors, management or their relatives which could have had a potential conflict with
the interests of the Company. Form AOC-2, containing a note on the aforesaid Related Party
Transactions is enclosed herewith as Annexure - 7.
Related Party disclosures as per Schedule V of SEBI (LODR) Regulations,
2015 are enclosed herewith as Annexure - 8.
The policy on Related Party Transactions, as approved by the Board may
be accessed on the Company's website
https://www.vbshilpa.com/pdf/related party policy.pdf .
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
Pursuant to Clause 34(2)(f) of the SEBI (LODR) Regulations, 2015
Business Responsibility & Sustainability Report, being applicable to the Company,
forms part of the Board Report as Annexure - 9.
CREDIT RATING:
India ratings and Research has issued Shilpa Medicare Limited credit
rating on bank loan facilities limits at IND AA-/Stable/IND A1+.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
Issue of equity shares with differential rights as to dividend, voting
or otherwise. Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
The Managing Director of the Company has received remuneration or
commission from Shilpa Pharma Lifesciences Limited, a material subsidiary vide members
approval dated 17 September 2024 in the 37th AGM.
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
No frauds were reported by the auditors during the year under review.
The Company has complied with the provisions of the Maternity Benefit
Act, 1961 and the rules made thereunder during the financial year under review.
There are no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year to which the
financial statements relate and the date of the report.
No applications were filed before or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016.
The details of difference between valuation done at the time of one
time settlement and the valuation done while taking loan from the banks and financial
institutions along with the reason thereof - Not Applicable.
The Company has complied with Secretarial Standards, i.e. SS-1, and
SS-2 relating to Meetings of the Board of Directors and General Meetings respectively,
issued by the Institute of Company Secretaries of India and notified by the Ministry of
Corporate Affairs.
Your Directors wish to express their gratitude to the Central and State
Governments, investors, analysts, financial institutions, banks, business associates and
customers, the medical profession, distributors and suppliers for their whole- hearted
support. Further, Your Directors would like to express the appreciation to all the
employees of your Company for their continued dedication, significant contributions, hard
work and commitment towards achieving the objects of the Company.
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