|
TO THE MEMBERS:
The Directors have pleasure in presenting the 40th Annual Report
on the business and operations along with audited standalone and consolidated financial
statement of accounts of the Company for the financial year ended on 31st March, 2025.
1. FINANCIAL RESULTS
The financial results of the company for the year under review are as
under:
Particulars |
2024-25 |
2023-24 |
|
(Rsin Lacs) |
Rs ( in Lacs) |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Revenue from Operation |
1,20,009 |
1,20,009 |
1,01,694 |
1,01,694 |
| Other Income |
4,445 |
4,445 |
3,378 |
3,378 |
| Share of Profit in Joint venture with Japan |
- |
-132 |
- |
337 |
Profit/loss before
Depreciation, Finance Costs, Exceptional items and Tax Expense |
55,078 |
54,946 |
46,534 |
46,871 |
| Less: Depreciation/ Amortization/ Impairment |
5,437 |
5,437 |
5,359 |
5,359 |
| Profit /loss before Finance Costs,
Exceptional items and Tax |
49,641 |
49,509 |
41,175 |
41,512 |
| Expense |
|
|
|
|
| Less: Finance Costs |
53 |
53 |
255 |
255 |
| Profit /loss before Exceptional items and Tax
Expense |
49,588 |
49,456 |
40,920 |
41,257 |
| Add/(less): Exceptional items |
0 |
0 |
0 |
0 |
Profit /loss before Tax Expense |
49,588 |
49,456 |
40,920 |
41,257 |
| Less: Tax Expense: |
|
|
|
|
| Current |
11,896 |
11,896 |
9,983 |
9,983 |
| Deferred |
395 |
395 |
463 |
463 |
| Short provision for tax of earlier years |
- |
- |
- |
- |
Profit /loss for the year (1) |
37,297 |
37,165 |
30,474 |
30,811 |
| Total Comprehensive Income/loss (2) |
597 |
597 |
(1) |
(1) |
Total (1+2) |
37,894 |
37,762 |
30,473 |
30,810 |
| Balance of profit /loss for earlier years |
1,51,480 |
1,51,619 |
1,28,152 |
1,27,954 |
| Add: Profit for the Year |
37,297 |
37,165 |
30,474 |
30,811 |
| Add: Other Comprehensive Income |
597 |
597 |
(1) |
(1) |
| Less: Dividend paid on Equity Shares |
(9,154) |
(9,154) |
(7,145) |
(7,145) |
| Less: Dividend paid on Preference Shares |
0.00 |
0.00 |
0.00 |
0.00 |
| Less: Dividend Distribution Tax |
0.00 |
0.00 |
0.00 |
0.00 |
Balance carried forward |
1,80,220 |
1,80,227 |
1,51,480 |
1,51,619 |
The standalone and consolidated financial statement of the Company have
been prepared in accordance with the Indian Accounting Standards (Ind AS') as
notified under the Companies (Indian Accounting Standard) Rules, 2015 as amended.
REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
In FY25, your Company achieved a robust revenue from operations of
_1,20,009 lakhs, marking an impressive year-on-year growth of 18.01% compared to _1,01,694
lakhs in FY24. This growth was primarily driven by the continued strength of our_ Active
Pharmaceutical Ingredients
(API)_segment, which contributed _94,009 lakhs, accounting for 78%
of total revenue. The_ Formulations_ segment contributed _26,000 lakhs,
representing the remaining 22%. From a geographical perspective,_ domestic sales constituted
_66,183 lakhs (55%), whileflexports_contributed _53,826 lakhs (45%), reafirming our
strong global footprint and sustained international demand.
Other Income_rose to _4,445 lakhs in FY25 from _3,378 lakhs in
FY24, primarily driven by gains from strategic investments. On a consolidated basis, the
Company reported Net Profit of _37,165 Lakhs for the year ended 31 March 2025, as against
_30,811 Lakhs in the previous financial year.
The consistent growth in both revenue and profitability underscores the
Company's strategic focus, operational efficiency, and resilience in a dynamic
business environment.
AWARDS AND RECOGNITIONS: v Concord has been honored with the DET
Hurun Award for Outstanding Contribution to India's Manufacturing Economy at the
India Manufacturing Excellence Awards 2025. This prestigious event, held on February 25,
2025, in Mumbai, was organized by Hurun India in collaboration with the Dubai Department
of Economy and Tourism. v Concord Biotech has been honored with the prestigious
Sustainability Reporting Award for 20232024 by the Institute of Chartered
Accountants of India (ICAI). This esteemed recognition underscores the company's
commitment to excellence in Business Responsibility and Sustainability Reporting (BRSR),
reflecting our dedication to transparency, ethical governance, and sustainable business
practices.
2. DIVIDEND
Your directors have recommended final dividend of Rs 10.70/- per equity
share having face value of Rs 1 each for the financial year ended on 31st March, 2025. The
dividend, if approved at the ensuing Annual General Meeting (AGM'), will be
paid to those members whose names appear as on Record date fixed on close of Wednesday,
3rd September, 2025. The total dividend payout will be approximately 111.94 Crores.
Pursuant to Regulation 43A(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations'), the Board
has formulated and adopted Dividend Distribution Policy which has been hosted on the
website of the Company and the same can be accessed through below weblink.
https://www.concordbiotech.com/public/assets/pdf/
Concord-Biotech-Limited-Dividend-Distribution-Policy.pdf.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the financial year
2024-25.
SHARE CAPITAL
During the year there was no change in share capital of the Company.
The Paid-up Equity Share Capital as at 31 March, 2025 stood at Rs10,46,16,204.
KEY DEVELOPMENTS AND STRATEGIC INITIATIVES
During the financial year ended_ 31 March 2025, your Company
achieved several significant milestones that reinforce its commitment to innovation,
regulatory excellence, and sustainable growth:
O Commissioning of Injectable Facility: The Company
successfully commissioned and commenced production of injectable formulations at its
manufacturing facility located in_ Valthera, marking a key expansion in its product
portfolio.
O Strategic Investment in Palvella Therapeutics Inc. USA: The
Company made a strategic investment in M/s Palvella Therapeutics, a biotechnology company
focused on developing and commercializing therapies for_ rare genetic skin diseases,
thereby supporting innovation in rare disease therapeutics.
O Investment in Renewable Energy: In line with our long-term
sustainability objectives, the Company has made a strategic investment in M/s Clean Max
Everglades Private Limited through a rights issue. This investment is directed towards the
installation of a hybrid renewable energy plant dedicated to powering our manufacturing
operations at the Dholka facility. The initiative underscores our commitment to reducing
carbon emissions and enhancing energy efficiency across our operations.
REGULATORY APPROVALS:
In 2024-25, different plants of your company were inspected by various
regulatory bodies. i. MFDS Inspection at Manufacturing Unit-I, Dholka
We successfully completed an inspection by the Ministry of Food and
Drug Safety (MFDS), South Korea, at our Manufacturing Unit located in Dholka. This
achievement reflects our adherence to stringent international regulatory standards and
strengthens our position in the South Korean pharmaceutical market. ii. EU-GMP
Certification for Valthera Facility
Our Valthera facility received EU-GMP certification from the Health
Products Regulatory Authority of Ireland. This certification is a testament to our robust
quality systems and enables us to expand our reach in European markets with confidence and
credibility. iii. SFDA Inspection at our Formulation Unit at Valthera
The Company successfully completed an inspection by the Saudi Food and
Drug Authority (SFDA) at our Formulation Unit at Valthera. This highlights our commitment
to regulatory compliance and supports our strategic growth in the Middle East region.
Following are the updates on regulatory Approvals till signing of this
report:-i. USFDA Inspection of API Facility, Dholka
The Active Pharmaceutical Ingredient (API) facility at Dholka underwent
a successful inspection by the USFDA, reafirming our compliance with global quality and
regulatory benchmarks. This milestone underscores our dedication in maintaining excellence
in manufacturing practices and product integrity. ii. USFDA Approval for Terifiunomide
Tablets
The Company received final approval from the United States Food and
Drug Administration (USFDA) for the marketing ofTerifiunomideTablets.This approval marks a
significant step in expanding our footprint in the U.S. generics market and reinforces our
commitment to delivering high-quality, affordable medications globally.
Russian GMP (Good Manufacturing Practice) inspection of API facility,
Dholka
Successful completion of the Russian GMP (Good Manufacturing Practice)
inspection at our Active Pharmaceutical Ingredient (API) manufacturing facility located in
Dholka, Gujarat. This achievement underscores our unwavering commitment to upholding the
highest standards of quality, safety, and regulatory compliance across all aspects of our
operations.
3. RESERVES
The Board does not propose to carry any amount to the reserves for the
financial year ending 31st March 2025.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report for the year under review, is forms part of the
Integrated Annual Report.
5. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
In Compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is required to prepare a Business
Responsibility and Sustainability Report on the environmental, social and governance
disclosures.
The Business Responsibility and Sustainability Report of the Company
for the financial year ended 31 March, 2025, is presented in the separate section forming
part of this Annual Report.
6. CORPORATE GOVERNANCE
The Company remains determined in its commitment to uphold the highest
standards of corporate governance. We believe that sound governance practices are
fundamental to build and sustain a resilient and responsible organization. Our approach is
rooted in implementing robust policies, fostering a culture of ethical leadership, and
ensuring compliance with applicable laws and regulations across all levels of the
organization.
A separate section on Corporate Governance standards followed by your
Company, as stipulated under Regulation 27 and 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is enclosed to this Report. A Certificate from
Mr. Ashish Shah, Practicing Company Secretary, conforming compliance to the conditions of
Corporate Governance as stipulated under Regulation 27 and 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.
7. MATERIAL CHANGES AND COMMITMENTS
Pursuant to the provisions of the Companies Act, 2013, a material
change and commitment has occurred between the end of the financial year and the date of
this report that may have a bearing on the financial position of the Company. O
Concord Biotech Limited has made a strategic investment by acquiring a 75% equity interest
in Stellon Biotech Inc., thereby designating it as a subsidiary entity incorporated in the
United State. This initiative is aimed to enhance the Company's commercial presence
in the U.S. market. Stellon Biotech Inc. will serve as a dedicated platform for the
distribution and sale of Concord's products, thereby reinforcing its global footprint
and supporting long-term growth objectives. O Concord Lifegen Limited, a wholly
Owned Subsidiary of Concord Biotech Limited, is Incorporated to manage the marketing,
sales, and distribution of pharmaceutical products. It's primary objectives include
executing targeted sales strategies, ensuring regulatory compliance across domestic and
international markets, handling logistics and customer support, and maintaining
transparent reporting to the holding company.
8. INTERNAL FINANCIAL CONTROL
The Company has established a comprehensive framework of internal
financial controls designed to ensure the orderly and efficient conduct of its business
operations. These controls encompass robust framework of internal financial controls that
includes clearly defined policies, procedures, and systemsboth manual and
technology-enabled. These controls are designed to ensure adherence to internal
guidelines, safeguard the Company's assets, prevent and detect fraud and errors, and
support the accuracy, completeness, and reliability of financial reporting. Continuous
technological enhancements further strengthen the effectiveness and efficiency of these
controls, aligning with evolving business needs and regulatory expectations. Periodic
internal audits are conducted by the Company's Internal Auditors to provide
reasonable assurance on the effectiveness of the control systems and to recommend
improvements aligned with industry best practices. The Audit Committee, comprising
Independent Directors, regularly reviews key findings from both internal and statutory
audits, monitors the implementation of corrective actions, and ensures timely mitigation
of identified risks.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
Concord Biotech Japan KK based in Japan is a Joint venture Company in
which Company holds 50 % Stake.
During the financial year, the Company acquired a 26% equity interest
in M/s Clean Max Everglades Private Limited to facilitate the establishment of a hybrid
renewable energy facility. This strategic investment is in alignment with the
Company's long-term sustainability goals and has led to the classification of Clean
Max Everglades Private Limited as an associate company.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, Concord Biotech Japan KK and M/s Clean Max
Everglades Private limited are Joint Venture and Associate Company respectively, a
statement containing salient features of the financial statements in Form AOC-1 is
attached to the financial statements of the Company as Annexure I.
10. ANNUAL RETURN
As per provisions of Section 92(3) Annual Return of the Company for the
financial year ended on March 31, 2025 is placed on the website of the Company and the
same can be accessed through https://www.concordbiotech.com/ investors.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement.
12. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 (6) of the Companies Act,
2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any
statutory modification or re-enactment thereof for the time being in force) Mr. Rajiv
Agrawal (Din: 00379990), Director of the Company is liable to retire by rotation, and
being eligible, offer himself for re-appointment. The Board of Directors in its meeting
held on August 08, 2025 recommends to the members of the Company, reappointment of Mr.
Rajiv Agrawal (Din: 00379990) as Director. Necessary resolution for his appointment is
therefore proposed in the ensuing Annual General Meeting.
After the closure of financial year, there was a change in the Key
Managerial Personnel of the Company. Mr. Prakash Sajnani ceased to hold office as the
Company Secretary and Compliance Officer with effect from close of working hours on 29th
May 2025. Upon the recommendation of the Nomination and Remuneration Committee, the Board
of Directors, at its meeting held on 29th May 2025, appointed Ms. Hina Patel (ACS: 56541)
as the Company Secretary and Compliance Officer of the company with effect from 30th May,
2025.
13. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act, 2013, Independent
Directors of the Company have made a declaration confirming the compliance of the
conditions of the independence stipulated in the aforesaid section read with Schedule IV
of the Companies Act, 2013.
14. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2024-25, the Board of Directors met Five (5)
times i.e. 23rd May, 2024, 9th August, 2024, 11th November, 2024, 13th February, 2025 and
4th March, 2025. Detailed information on the Board Meetings is included in the Corporate
Governance Report, which forms part of this Annual Report.
Committees of the Board of Directors
Your Company has diverse Committees which have been constituted as part
of the best Corporate Governance practices and are in compliance with the requirements of
the relevant provisions of applicable laws and statutes.
The Company has following Committees:
? Audit Committee
? Stakeholder's Grievances and Relationship Committee
? Nomination and Remuneration Committee
? Corporate Social Responsibility Committee
? Risk Management Committee
? Management Committee
The details with respect to the compositions, powers, terms of
reference and other information of the relevant committees of the Board of Directors are
given in details in the Corporate Governance Report which forms part of this Annual
Report.
15. DEPOSITS
The Company has not accepted any deposits during the period under
review and there are no outstanding deposits as on March 31, 2025. There have been no
matured deposits remaining unpaid at the year-end.
16. PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES
During the financial year, all related party transactions entered into
by the Company were conducted in the ordinary course of business and on an arm's
length basis, in accordance with applicable regulatory requirements. There were no
materially significant transactions with Promoters, Directors, Key Managerial Personnel,
or other related parties that could potentially conflict with the interests of the
Company.
All related party transactions, were presented to the Audit Committee
for prior approval. For transactions of a repetitive nature that occur in the ordinary
course of business, the Company has obtained omnibus approval from the Audit Committee. In
accordance with the approval, the requisite disclosures are submitted to the Committee on
a quarterly basis, ensuring transparency and compliance with applicable regulatory
requirements.
Details of contracts or arrangements with related parties referred to
in Section 188(1) of the Companies Act, 2013 are provided in Form AOC-2, which forms part
of this Board of Directors' Report as Annexure II.
17. INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013 a.
Conservation of energy and technology absorption. Information pursuant to clause (m)
sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 and forming part of this report are given in the Annexure III. b.
The details of foreign exchange earnings and outgo are annexed in Annexure III.
18. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Directors
confirm the following: i. Inthepreparationoftheannualaccounts,theapplicable accounting
standards had been followed along with proper explanation relating to material departures.
ii. Your Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period. iii. Your directors had
taken proper and sufficient care for the maintenance of 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. iv. Your directors had
prepared the attached Annual Accounts for the year ended on March 31, 2025 on a going
concern basis. v. Your directors had laid down internal financial controls to be followed
by the Company and such internal financial controls are adequate and were operating
effectively. vi Your Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
19. DETAILS OF COMMITTEE OF DIRECTORS:
Detailed note on Composition of Audit Committee of Directors,
Nomination and Remuneration Committee, Risk Management Committee, CSR Committee, and Stake
Holders Relationship Committee of Directors and management committee, number of meetings
held of each Committee during the financial year 2024-25 and meetings attended by each
member of the Committee as required under the Companies Act, 2013 are provided in
Corporate Governance Report.
20. PARTICULARS OF EMPLOYEES:
Company does not have any employees who is drawing remuneration in
excess of limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required under section 197(12) of the Act read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, attached as "Annexure- IV"
The statement containing the names of top ten employees will be made
available on request sent to the Company on complianceofficer@concordbiotech.com.
21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Company's Policy relating to appointment of Directors, payment
of Managerial remuneration, Directors' qualifications, positive attributes,
independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013 is furnished as attached to this report. "Annexure
V". The weblink for the same is https://
www.concordbiotech.com/public/assets/pdf/Concord-Biotech-Limited-Nomination-and-Remuneration-Policy.pdf
22. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS: Board Diversity
The Board remains committed to fostering a diverse and inclusive
leadership structure that reflects a wide range of perspectives, experiences, and
expertise. We believe that diversity at the board level enhances governance quality,
promotes balanced decision-making, and strengthens stakeholder confidence. During the
year, we continued to advance our diversity agenda by ensuring representation across
gender, professional backgrounds, and industry experience. This approach not only aligns
with our corporate values but also supports our long-term strategic objectives and
sustainable growth.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a structured questionnaire was prepared after taking into consideration
of the various aspects of the Board's functioning, Composition of the Board and
Committees, culture, execution and performance of specific duties, obligation and
governance. The performance evaluation of the Independent Directors was completed.
During the financial year under review, the Independent Directors met
on 13th February, 2025, inter alia, to discuss:
? Performance evaluation of Non-Independent Directors and Board of
Directors as a whole;
? Performance evaluation of the Chairman of the Company;
? Evaluation of the quality of flow of information between the
Management and Board for effective performance by the Board.
The Board of Directors expressed their satisfaction with the evaluation
process.
23. CORPORATE SOCIAL RESPONSIBILITY:
In Compliance with Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has
established Corporate Social Responsibility (CSR) Committee and statutory disclosures with
respect to CSR Committee and an Annual Report on CSR Activities forms part of this Board
of Director's Report as "Annexure-VI" to this report.
The details of policy developed and implemented by the Company on
Corporate Social Responsibility is available on website of Company at
www.concordbiotech.com.
24. AUDITORS
Statutory Auditors
The Statutory Auditors, M/s. BSR & Co. LLP, Chartered Accountants
(ICAI Registration No. 101248W/ W-100022), has been appointed for a period of five years
till the conclusion of 44th Annual General Meeting to be held in the Financial year
2028-29 on such remuneration as may be decided by the Board in consultation with the
Statutory Auditors of the Company.
The Auditors' Report on the financial statements of the Company
for the Financial Year ended March 31, 2025, is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer. The Auditors' Report is
enclosed with the financial statements forming part of the Integrated Annual Report.
Cost Auditors
The Cost Records as specified by the central government under
sub-section(1) of the Section 148 of the Companies Act, 2013 are made and maintained by
the company. The Board, on recommendation of the Audit Committee, has appointed M/s.
Dalwadi & Associate, Cost Accountants (Firm Registration Number 000338) as the Cost
Auditors of the Company to conduct the audit of Company's cost records for the
Financial Year 2025-26. The Cost Auditors have confirmed that their appointment is within
the limits of Section 141(3) (g) of the Companies Act, 2013 and have also certified that
they are free from any disqualifications specified under Section 141(3) and proviso to
Section 148(3) read with Section 141(4) of the Companies Act, 2013. The Audit Committee
has also received a certificate from the Cost Auditors certifying their independence and
arm's length relationship with the Company. In accordance with the provisions of
Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, since the remuneration payable to the Cost Auditor is required to be rati_ed by the
members, the Board recommends the same for approval by members at the ensuing AGM.
Internal Auditor
M/s Manubhai & Shah LLP, Chartered Accountants, Ahmedabad, were
appointed as Internal Auditors for FY 202425 and reappointed for FY 202526 by
the Board on the Audit Committee's recommendation.
The Internal Auditor presents their report and findings on the internal
audit of the Company to the Audit Committee on a quarterly basis. The scope and coverage
of the internal audit are reviewed and approved by the Audit Committee to ensure alignment
with the Company's risk management framework and operational priorities. The internal
audit function continues to play a critical role in evaluating the effectiveness of
internal controls, identifying areas for improvement, and supporting the Board in
maintaining robust governance standards.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules thereunder, M/s. Ashish Shah & Associates, Practicing Company Secretaries
(Firm Registration Number S2001GJ041700), were appointed to conduct the secretarial audit
of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the
Financial Year 2024-25 does not contain any qualification, reservation or adverse remark
or disclaimer. It is annexed herewith as "Annexure-VI" to this Report.
Pursuant to the provisions of Regulation 24A of the SEBI Listing
Regulations, the Annual Secretarial Compliance Report for the Financial Year 2024-25,
issued by M/s. Ashish Shah & Associates, Practicing Company Secretaries has been
submitted with the stock exchanges where shares of the Company are listed, within
stipulated timeline.
M/s. Ashish Shah & Associates, Practicing Company Secretaries,
proposed to be appointed on the basis of recommendation of Audit committee as the
Secretarial Auditors of the Company from the conclusion of this 40th Annual General
Meeting till the conclusion of 45th Annual General Meeting of the Company pursuant to the
provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder,
subject to approval of shareholder of the company in the ensuing
Annual General Meeting of the Company. Written consent of the
Secretarial Auditors and confirmation to the effect that they are eligible and not
disqualified to be appointed as the Secretarial Auditors of the Company in the terms of
the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made
thereunder has been received.
25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITOR
There are no qualifications or comments by the Statutory Auditors and
Secretarial Auditors which require any explanation from the Directors.
26. 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 are no material orders passed by the Regulators, Courts, and
tribunals impacting going concern status and the Company's operations in future.
27. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM:
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behavior, actual or suspected fraud or violation of Company's
Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safe guards
against victimization of Whistle Blower who avails of such mechanism and also provides for
direct access to the Chairman of the Audit Committee, in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time.
The Whistle Blower Policy of the Company is available on the website of
the Company https://www.concordbiotech.
com/public/assets/pdf/Concord-Biotech-Limited-Whistle-Blower-Policy.pdf
28. RISK MANAGEMENT POLICY OF THE COMPANY:
The Company has structured risk management policy. The Risk management
process is designed to safeguard the organization from various risks through adequate and
timely actions. It is designed to anticipate, evaluate and mitigate risks in order to
minimize its impact on the business. The potential risks are inventoried and integrated
with the management process such that they receive the necessary consideration during
decision making.
The Risk Management Policy of the Company is available on the website
of the Company https://www.concordbiotech.
com/public/assets/pdf/Concord-Biotech-Limited-Risk-Management-Policy.pdf
29. INCREASE AND SUB DIVISION IN AUTHORISED SHARE CAPITAL:
There were no changes in Authorized Share Capital of the Company during
the year.
30. INCREASE IN ISSUED, SUBSCRIBED AND PAID_UP SHARE CAPITAL:
There were no changes in the Paid-Up Share Capital of the Company
during the year.
31. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013:
In accordance with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 ("POSH Act") and the Rules made
thereunder, the Company has in place a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women at workplace. The Company has inbuilt
mechanism to redress and resolve any complaints arising under the POSH Act.
Training/awareness Programme were conducted during the financial year
to create sensitivity towards ensuring respectable workplace.
32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB_SECTION
_12_ OF SECTION 143 OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
No frauds have been noticed or reported during the year under audit
report which are reportable to the Central Government.
33. HUMAN RESOURCES
The employees have played a major role in the performance of the
Company over the years. They will continue to be the Company's pillars of strength in
the years to come as proper training and exposure to the new products will be forthcoming.
Industrial relations in the Company were amicable throughout the year under review.
34. INSURANCE
The Company's assets are comprehensively insured to mitigate
financial exposure arising from a broad spectrum of operational, environmental, and other
insurable risks, in alignment with our risk management framework and commitment to
safeguarding stakeholder interests.
35. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that, Company complies with applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India.
36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 _31 OF 2016_ DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application
before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for
recovery of outstanding loans against customer and there is no pending proceeding against
the Company under Insolvency and Bankruptcy Code, 2016.
37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is not applicable to the Company, during the financial year.
38. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
unwavering trust and confidence reposed by the shareholders in the management and
governance of the Company.
Further, the Board acknowledges the valuable contributions and support
received from various regulatory agencies, customers, suppliers, and all other
stakeholders who have played a vital role in the successful conduct of the Company's
business.
Your continued support and collaboration remain the cornerstone of our
progress, and we look forward to strengthening these relationships in the years to come.
|
FOR AND ON BEHALF OF THE BOARD OF
DIRECTORS |
|
CONCORD BIOTECH LIMITED |
|
SUDHIR VAID |
| Place: Ahmedabad |
Chairman & Managing Director |
| Date: 8th August, 2025 |
DIN: 00055967 |
|