To
The Members of
Cohance Lifesciences Limited
(Formerly, Suven Pharmaceuticals Limited)
The Board is pleased to present its 7th Annual Report together with the
audited standalone and consolidated financial statements for the year ended March 31,
2025.
Financial highlights D in Crores
|
Standalone |
Consolidated |
Particulars |
Financial year |
Financial year |
Financial year |
Financial year |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operations |
1,093.51 |
1,051.35 |
1,197.58 |
1,051.35 |
Other income |
53.98 |
56.61 |
58.56 |
61.91 |
Total income |
1,147.49 |
1,107.96 |
1,256.14 |
1,113.26 |
Expenses |
|
|
|
|
Operating expenditure |
730.94 |
645.49 |
822.38 |
645.54 |
Depreciation and amortization expense |
57.20 |
54.60 |
77.49 |
54.60 |
Total expenses |
788.14 |
700.09 |
899.87 |
700.14 |
Profits before finance costs and tax |
359.35 |
407.87 |
356.27 |
413.12 |
Finance costs |
8.00 |
7.45 |
12.35 |
7.45 |
Profit before tax |
351.35 |
400.42 |
343.92 |
405.67 |
Tax expense |
79.64 |
103.95 |
79.15 |
105.39 |
Profit for the year |
271.71 |
296.47 |
264.77 |
300.28 |
Net profit attributable to: |
|
|
|
|
a) Shareholders of the Company |
N.A |
N.A |
267.87 |
300.28 |
b) Non-controlling interest |
N.A |
N.A |
(3.10) |
- |
Other Comprehensive Income |
|
|
|
|
Items that will not be reclassified to profit
or loss |
0.76 |
(0.42) |
8.90 |
0.11 |
Income tax relating to items
that will not be reclassified to profit or loss |
(0.19) |
0.10 |
(2.57) |
0.10 |
Items that will be reclassified subsequently
to profit or loss |
- |
- |
6.81 |
13.00 |
Total Other Comprehensive Income / (Loss) for
the year |
0.57 |
(0.32) |
13.14 |
13.21 |
Total Comprehensive Income for the year |
272.28 |
296.15 |
277.91 |
313.49 |
Retained earnings - opening balance |
1,767.06 |
1,470.91 |
1,765.12 |
1,465.16 |
Add: Profit for the year |
272.28 |
296.15 |
268.28 |
299.96 |
Less: Dividend paid |
- |
- |
- |
- |
Liability towards obligation
to acquire non- controlling interest |
- |
- |
(649.42) |
- |
Retained earnings - closing balance |
2,039.34 |
1,767.06 |
1,383.98 |
1,765.12 |
Earnings per Share (EPS) |
10.67 |
11.65 |
10.52 |
11.80 |
Note: Standalone figures for FY2024 have been restated in view of
merger of Casper Pharma Private Limited with the Company effective from January 1, 2025.
Overview
During the financial year 2024-25, on a standalone basis, the Company
has recorded revenue from operations of C 1,093.51 Crores as against C 1,051.35 Crores in
the previous year. Profit after tax for the financial year 2024-25 stood at C 271.71
Crores as against C 296.47 Crores in the previous year.
On a consolidated basis, revenue from operations stood at C 1,197.58
Crores during the financial year 2024-25 as against C 1,051.35 Crores registering an
increase of 14%. Profit after tax for the financial year 2024-25 C 264.77 Crores as
against C 300.28 Crores during financial year 2023-24, a decline of 12%.
The Pharma CDMO segment of the Company continue to be the major portion
of revenue from operations, accounting for C 736.9 Crores, representing 62% of the revenue
from operations on consolidated basis, during the year under review.
The growth in consolidated revenue from operations in FY2024-25 was
driven by strong momentum in the Pharma CDMO segment, alongside the strategic addition of
two high-growth platformsNJ Bio and Sapala Organics. Our Specialty Chemicals
business also returned to a growth trajectory, contributing 17% to consolidated
operational revenue during the year.
Adjusted EBITDA margins were 37% on a consolidated basis, after
one-time adjustments of C 56.5 Crores, comprising an ESOP charge of C 15.1 Crores and
others of C 41.4 Crores relating to expenses towards the legal, merger and acquisition
expenses.
Scheme of Amalgamation for the merger of Casper Pharma Private Limited
with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited
w.e.f. May 7, 2025)
The Board of Directors of the Company at its meeting held on February
29, 2024, approved the Scheme of Amalgamation for the merger of Casper Pharma Private
Limited ("Casper"
/ "Transferor Company"), a wholly-owned subsidiary of the
Company, with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences
Limited) ("Transferee Company").
Hon'ble National Company Law Tribunal, Mumbai Bench, vide its
order dated October 24, 2024 has sanctioned the Scheme of Amalgamation for the merger of
Casper with the Company.
Both the companies have filed the certified copy of the order with the
Registrar of Companies, Ministry of Corporate Affairs ("ROC"), on December 2,
2024. Therefore, as per the said Scheme, the merger of Casper with the Company became
effective from January 1, 2025, i.e., first day of the month immediately succeeding the
month in which the said Order was filed with the ROC.
The Appointed Date of the said Scheme has been Effective Date, i.e.
January 1, 2025.
Scheme of Amalgamation for the merger of Cohance Lifesciences Limited
with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited
w.e.f. May 7, 2025)
The Board of Directors of the Company at its meeting held on February
29, 2024, approved the Scheme of Amalgamation for the merger of Cohance Lifesciences
Limited ("Transferor Company") with and into Suven Pharmaceuticals Limited (name
changed to Cohance Lifesciences Limited) ("Transferee Company").
Hon'ble National Company Law Tribunal, Mumbai Bench, vide its
order dated March 27, 2025 has sanctioned the Scheme of Amalgamation for the merger of the
Transferor Company with the Company.
The Transferee Company has received the requisite approval from the
Department of Pharmaceuticals, Ministry of Chemicals and Fertilizers, Government of India
vide letter dated April 22, 2025 (the "Approval Letter") under the Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019, for the potential increase of the
aggregate foreign investment in the Transferee Company above 74% subsequent to allotment
of shares under the Scheme of Amalgamation. The DOP has approved, inter alia, for increase
in aggregate foreign investment of up to 100% in the Transferee Company from all source of
foreign investments, including foreign direct investments (FDI), foreign portfolio
investors (FPI), non-resident Indians (NRIs), indirect foreign investments, etc. and any
combination thereof.
Both the companies have filed the certified copy of the order with the
Registrar of Companies, Ministry of Corporate Affairs ("ROC"), on April 23,
2025. Therefore, the merger of Transferor Company with the Company became effective from
May 1, 2025, i.e., first day of the month immediately succeeding the month in which the
said Order was filed with the ROC, as per the said Scheme.
The Effective Date and Appointed Date of the said Scheme for the merger
has been May 1, 2025.
Change of name of the Company
Pursuant to the Scheme of Amalgamation for the merger of Cohance
Lifescience Limited with Suven Pharmaceuticals Limited, the name of "Suven
Pharmaceuticals Limited" has been changed to "Cohance Lifesciences
Limited", with effect from May 7, 2025, consequent to approval of the Ministry of
Corporate Affairs, Government of India ("MCA") on May 7, 2025.
Acquisition of Sapala Organics Private Limited
The Company has acquired stake in Sapala Organics Private Limited
("Sapala"), a Hyderabad based CDMO focused on Oligo drugs and nucleic acid
building blocks including Phosphoramidites & Nucleosides, drug delivery compounds
(including GalNAc), Pseudouridine, amongst others.
The Company acquired 67.5% by way of secondary transfer from
Sapala's existing shareholders. This represents 51% of the share capital of the
Target on a fully diluted basis. After the financial year 2026-27, the Company will
acquire balance shareholding through secondary purchase, such that, post consummation, the
Company will own 100% of the share capital of Sapala on a fully diluted basis. The
acquisition process was completed on July 12, 2024.
Therefore, Sapala became a subsidiary of the Company with effect from
July 12, 2024.
Acquisition of NJ Bio, Inc.
The Company has acquired stake in NJ Bio, Inc. a Contract Research,
Development, and Manufacturing Organization ("CRDMO"), focused on
antibody-drug conjugates' ("ADCs") and XDC,' based in
Princeton, New Jersey, USA and is amongst the few CRDMOs in the high growth ADC and
broader XDC' (other conjugation-based therapies) space. The said acquisition is
intended to bring in deep know-how and end-to-end capabilities across payload-linker
synthesis, bioconjugation and analytical services.
The Company has acquired 56% equity share capital of NJ Bio, Inc., by a
mix of primary infusion and secondary acquisition and invested a total of USD 64.4
million, i.e. USD 49.4 million, in aggregate, for the secondary acquisition of common
equity shares from certain existing shareholders and USD 15 million, in aggregate, for the
primary subscription of common equity shares. The acquisition of 56% equity share capital
of NJ Bio, Inc. has been completed on December 20, 2024.
Therefore, NJ Bio, Inc. became a subsidiary of the Company with effect
from December 20, 2024.
NJ Bio, Inc. has two wholly owned subsidiaries (WOS), namely, (i) NJBIO
India Pharmaceutical Private Limited, and (ii) NJ Biotherapeutics, LLC and consequently,
post-acquisition both the WOS became step-down WOS of the Company.
Dividend
The Board of Directors of the Company does not recommend a dividend for
the year ended March 31, 2025.
In terms of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the
Dividend Distribution Policy, is available on the Company's website and can be
accessed at https://www.
suvenpharm.com/images/pdf/policies/dividend-distribution-policy.pdf
Transfer to Reserves
The Board of Directors has not proposed to transfer any amount to the
general reserve for the year ended March 31, 2025.
Share Capital
The paid-up equity share capital of the Company as on March 31, 2025
was C 25.46 Crore divided into 25,45,64,956 equity shares of C 1/- each. During the year
under review, there was no change in the share capital and also the Company has not issued
any shares with differential voting rights.
However, pursuant to the Scheme of Amalgamation for the merger of
Cohance Lifesciences Limited ("Transferor Company") with and into Suven
Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited) ("Transferee
Company"), the Company has allotted 12,80,02,184 equity shares of C1/- each on May 9,
2025 to the shareholders of the Transferor Company. The Company has received listing and
trading approvals for the aforesaid shares from the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE). Consequent to the above allotment, the paid-up equity
share capital has been increased to C 38.26 Crore divided into 38,25,67,140 equity shares
of C 1/- each.
Public deposits
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013 (the "Act").
Subsidiary and Associates
The Company has following subsidiary and associate companies:
a) Cohance Lifesciences, Inc (formerly, Suven Pharma, Inc) in New
Jersey, USA, is the wholly owned subsidiary ("WOS") of the Company.
b) Sapala Organics Private Limited in India - became subsidiary of the
Company on July 12, 2024; c) NJ Bio, Inc. in New Jersey, USA, - became subsidiary of the
Company on December 20, 2024;
d) NJBIO India Pharmaceutical Private Limited in India a WOS of
NJ Bio, Inc. became step-down WOS on December 20, 2024;
e) NJ Biotherapeutics, LLC in New Jersey, USA, - a WOS of NJ Bio, Inc.
became step-down WOS on December 20, 2024;
f) Aruka Bio Inc. in New Jersey, USA is an Associate Company of NJ Bio,
Inc. and therefore, is a step-down associate company of the Company.
Section 129(3) of the Act, states that where the Company has one or
more subsidiaries or associate companies, it shall, in addition to its financial
statements, prepare a consolidated financial statements of the Company and of all
subsidiaries and associate companies and also attach along with its financial statements,
a separate statement containing the salient features of the financial statements of its
subsidiaries and associates. Hence, the consolidated financial statements of the Company
and all its subsidiaries and associates, prepared in accordance with Ind AS 110 as
specified in the Companies (Indian Accounting Standards) Rules, 2015, forms part of the
Annual Report. Further, a statement containing the salient features of the financial
statements of the Company's subsidiary and associate companies in the prescribed Form
AOC-1, is attached as Annexure - A to this Board's Report. The AOC-1 also
provides details of the performance and financial position of each subsidiary and
associate companies.
In accordance with Section 136 of the Act, the audited financial
statements and related information of the Company and its subsidiaries, wherever
applicable, are available on Company's website at
https://suvenpharm.com/financial-info. These are available for inspection during business
hours at the Corporate Office of the Company.
Change in the nature of business, if any
During the year, there was no change in the nature of business of the
Company. Further there was no significant change in the nature of business carried on by
its subsidiaries. Further, information on the Company's business outlook and state of
affairs is discussed in detail in the Management Discussion & Analysis section forms
part of this Annual Report.
Material changes and commitments affecting the financial position of
the Company
The merger of erstwhile Cohance Lifesciences Limited with and into
Suven Pharmaceuticals Limited (name changed to
Cohance Lifesciences Limited) has been effective from May 1, 2025, as
detailed in earlier paragraphs. There have been no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of
this report.
Significant/ material orders passed by courts/ regulators/ tribunals
The merger of erstwhile Cohance Lifesciences Limited with and into
Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited) has been
effective from May 1, 2025, as detailed in earlier paragraphs. During the year under
review, there were no significant or material orders passed by the courts or regulators or
tribunals impacting the going concern status and operations of the Company in the future.
Board of Directors and Key Managerial Personnel
Changes in Directorship
During the year under review, following changes occurred in the
directorship of the Company:
a. Mr. Vaidheesh Annaswamy (DIN: 01444303) has resigned from his
position as Director and Executive Chairman of the Company effective on September 19 2024,
as he has decided to move to an advisory role, given the stage of his career. b. Mr. Vivek
Sharma (DIN: 08559495) has been appointed as Director and Executive Chairman of the
Company, for a period of five (5) years with effect from September 20, 2024. c. Mr. Jai
Shankar Krishana (DIN: 01519264), appointed as an Independent Director of the Company, for
a term of five (5) consecutive years, with effect from November 12, 2024. d. Mr. Vinod
Padikkal (DIN: 07765484), appointed as a Non-Executive and Non-Independent Director of the
Company, with effect from November 12, 2024. His period of office is liable to retire by
rotation.
The appointment of above directors have been approved by the members of
the Company through postal ballot process on December 18, 2024.
Retirement by Rotation
During the year, the members of the Company at its Annual General
Meeting ("AGM") held on August 9, 2024, approved the re-appointment of Mr.
Pankaj Patwari, a director retire by rotation, designated as Non-Executive Director of the
Company.
Dr. V Prasada Raju (DIN: 07267366), Managing Director, is liable to
retire by rotation at the forthcoming 7th AGM and being eligible for re-appointment. The
brief profile of the director seeking re-appointment at the ensuing AGM will be placed in
the Notice convening ensuing AGM of the Company forms part of this Annual Report.
Changes in Key Managerial Personnel (KMP)
During the year under review, following changes occurred in the KMP of
the Company:
a. Mr. Vaidheesh Annaswamy (DIN: 01444303) has resigned from his
position as Director and Executive Chairman of the Company effect on September 19, 2024.
b. Mr. Vivek Sharma (DIN: 08559495) has been appointed as Director and Executive Chairman
of the Company, for a period of five years with effect from September 20, 2024. c. Mr.
Hanumantha Rao Kokkonda has retired as the Company Secretary and Compliance Officer of the
Company effective from August 10, 2024. d. Mr. Kundan Kumar Jha has been appointed as the
Company Secretary, Compliance Officer and Head-Legal, effective from September 3, 2024.
The Company has the following Key Managerial Personnel in terms of
Section 2(51) and Section 203 of the Act as on the date of this report:
Sl Name |
Designation |
1 Mr. Vivek Sharma |
Director and Executive Chairman |
2 Dr. V Prasada Raju |
Managing Director |
3 Dr. Sudhir Kumar Singh |
Chief Executive Officer |
4 Mr. Himanshu Agarwal |
Chief Financial Officer |
5 Mr. Kundan Kumar Jha |
Company Secretary, Compliance Officer and
Head- Legal |
Declaration by Independent Directors
All independent directors of the Company have given declarations under
Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as provided in Section 149(6) of the Act and is in compliance with Rule 6(3)
of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations").
In the opinion of the Board, the Independent Directors possess the
integrity, expertise, and experience, including the proficiency, required to be
Independent Directors of the Company. They fulfill the conditions of independence as
specified in the Act and the SEBI Listing Regulations and are independent of management.
They have also complied with the Code for Independent Directors as prescribed in Schedule
IV of the Companies Act, 2013.
Number of meetings of the Board and Audit Committee
During the year under review, nine (9) Board meetings and seven (7)
Audit Committee meetings were held. The intervening gap between the meetings was within
the period prescribed under the Act and the SEBI Listing Regulations.
The details of these meetings are given in the Corporate Governance
Report, which forms part of this Annual Report. Apart from Board meetings, Board Strategy
sessions were also held to discuss the strategy matters.
Separate meeting of Independent Directors
In terms of requirements under Schedule IV of the Act and Regulation
25(3) of the SEBI Listing Regulations, separate meetings of the Independent Directors was
held on March 27, 2025. Further details are mentioned in the Corporate Governance Report
forming part of this Annual Report.
Committees of the Board
The Board has the following Committees, as on March 31, 2025:
a. Audit Committee; b. Stakeholders' Relationship Committee; c.
Nomination and Remuneration Committee; d. Corporate Social Responsibility Committee; e.
Risk Management Committee; and f. Investment, Banking and Authorisations Committee. The
recommendations made by the Board committees, including the Audit Committee, were accepted
by the Board. The details of the above Committees are given in the Corporate Governance
Report forming part of this Annual Report.
Directors Responsibility Statement
In terms of Section 134(5) of the Act, the Directors of the Company
state that:
a. The applicable accounting standards have been followed in preparing
the Annual Accounts and there were no material departures; b. Such accounting policies
have been selected and applied consistently and judgments and estimates made when required
that are reasonable and prudent 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; c. Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities; d. The Directors have prepared the Annual Accounts on a going
concern basis; e. Proper internal financial controls were in place to be followed by the
Company, and the financial controls were adequate and were operating effectively; f.
Proper systems devised to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
Board Evaluation
Pursuant to the provisions of the Act and as per the SEBI Listing
Regulations, the Board has carried out performance evaluation of its own performance, the
directors (including Chairman) individually as well as the evaluation of the working of
its committees.
The outcome of performance evaluation was reviewed by the Board and
found to be satisfactory. Further, details of Board evaluation are given in the Corporate
Governance Report forming part of this Annual Report.
Policy on directors' appointment and remuneration
The Board consists of an appropriate mix of executive, non-executive
and independent directors to maintain the
independenceoftheBoard.AsofMarch31,2025,theBoardhas ten (10) members, consisting of two
(2) Executive Directors, three (3) Non-Executive and Non-Independent Directors and five
(5) Independent Directors. One Independent Director and one Non-Executive Director on the
Board are women directors. The details of Board and committee composition, tenure of
directors, areas of expertise and other details are given in the Corporate Governance
Report that forms part of this Annual Report.
Appointment of directors on the Board are based on a combination of
criteria that includes ethics, personal and professional stature, domain expertise,
diversity and qualifications required for the position. For appointment of an Independent
Director, the independence criteria defined in Section 149(6) of the Act, and Regulation
16(1)(b) of the SEBI Listing Regulations are also considered.
Our executive compensation supports attracting talented individuals
from within and across industries drawing from a diverse pool of global talent as well as
motivating and encouraging continuity of relevant leaders who advance our critical
business objectives and promote the creation of shareholders' value over the
long-term. The executive compensation is divided into three principal components, i.e.
base salary, short term performance pay and long-term incentives. Competitive market for
executives and compensation levels of the comparable companies are taken into account
before making decisions with respect to each element of compensation.
Executive compensation is reviewed annually and is based on
Company's performance and individual performance. Pay practices in similar size of
companies at similar role are also considered while reviewing compensation annually.
Benchmarking of remuneration are also being done to ascertain competitiveness of the
remuneration for the similar role in peer companies.
The policy of the Company on directors' appointment and
remuneration, as required under Section 178(3) of the Act, is available on the website of
the Company at https://www. suvenpharm.com/images/pdf/policies/Remuneration_Policy. pdf.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The information on conservation of energy, technology absorption,
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014, forms part of the Boards report as
"Annexure - B."
Corporate Social Responsibility
In compliance with Section 135 of the Act, read with the Companies
(Corporate Social Responsibility Policy) Rules 2014, the Corporate Social Responsibility
("CSR") Committee of the Board of Directors of the Company looks after the CSR
activities of the Company. The CSR Committee is comprised of Mr. Vivek Sharma, as
Chairperson, Mr. KG Ananthakrishnan and Ms. Matangi Gowrishankar, as members of the
Committee. The Board has adopted a CSR policy, based on the recommendation of the said
Committee, that provides guiding principles for selection, implementation and monitoring
of the CSR activities and formulation of the annual action plan. The focus areas for CSR
activities primarily in education, healthcare, livelihood and environment. During the
year, the Committee monitored the CSR activities undertaken by the Company including the
expenditure incurred thereon. The CSR Policy, Committee Composition and CSR programs
details are available on the Company's website at https://www.com/csr/
The Annual Report on CSR Activities forms part of the Boards Report and
annexed as Annexure - C.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure - D to
the Board's Report.
In terms of Section 197(12) of the Act, 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 the said rules forms part of the Annual Report. However,
considering the provisions of Section 136 of the Act, the Annual Report, excluding the
aforesaid information, is being sent to the members of the Company and others entitled
thereto. The said information is available for inspection at the registered office of the
Company or through electronic mode, during business hours on working days up to the date
of the forthcoming 7th AGM, by members. Any member interested in obtaining a copy thereof
may write to the Company Secretary in this regard.
Particulars of loans, guarantees or investments
Details of investments/ loans/ guarantees/ securities provided are
given in the note no. 16 to the standalone financial statement, form part of this Annual
Report. Apart from this, the Company did not give any loans, investments, guarantees, or
securities during the year under the provisions of Section 186 of the Act.
Related Party Transactions
All contracts, arrangements and transactions entered by the Company
with related parties during the financial year 2024-25 were in the ordinary course of
business and on an arm's length basis.
During the year, the Company did not enter into any transaction,
contract or arrangement with related parties, that could be considered material in
accordance with Section 188 of the Act, the SEBI Listing Regulations and the
Company's Policy on Related Party Transactions. Accordingly, the disclosure of
related party transactions in Form AOC-2 is not applicable. Details of the related party
transactions as per IND AS24 have been provided in note no. 35 of the standalone financial
statements forms part of this Annual Report.
In terms with the requirements of the Act and the SEBI Listing
Regulations, during the year under review, the Board has reviewed and amended the Policy
on Materiality of Related Party Transactions and Dealing with Related Party Transactions.
The policy is available on the website of the Company at https://
www.suvenpharm.com/pdf/Investors/corporategovernance/
policies/Policy%20on%20materiality%20of%20RPT%20 and%20dealing%20with%20RPT.pdf. The
Policy intends to ensure that proper identification of related parties and the related
party transactions, it's reporting, approval and disclosures.
All related party transactions and subsequent modifications are placed
before the Audit Committee for review and approval. Prior approval is obtained for the
transactions with related party transactions as and when required.
Internal financial control systems and their adequacy
The Company has laid down set of standards which enables to implement
internal financial control across the organization and ensure that the same are adequate
and operating effectively: (1) to provide reasonable assurances that: transactions are
executed in conformity with generally accepted accounting principles/ standards or any
other criteria applicable to such statements, (2) to maintain accountability for assets;
access to assets is permitted only in accordance with management's general or
specific authorization and the maintenance of records that are in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of the
company; and (3) Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the assets that could have a material
effect on the financial statements. The Audit Committee of the Board reviews the reports
submitted by the independent internal auditors and monitors the functioning of the system.
Enterprise Risk Management
The Risk Management Committee of the Board of Directors of the Company
has been entrusted with the responsibility of overseeing various organizational risks. The
Corporate Governance Report, which forms part of this Report, contains the details of the
Risk Management Committee of the Company. The Risk Management Committee assesses the
adequacy of mitigation plans to address such risks. The Board also approved a risk
management policy to serve as guidance for addressing the various risks and their
mitigation. In addition, the Company periodically conducts safety and preventive audits in
plants and ensures that necessary safeguards are in place to protect the interest of the
Company against all the probable risks associated with the Company.
Vigil Mechanism/ Whistle-Blower Policy
The Company promotes ethical behavior in all its business activities.
Towards this, the Company has adopted a policy on Whistle Blower mechanism to deal with
instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is
explained in the Corporate Governance Report and also posted on the website of the Company
at https://www.suvenpharm. com/images/pdf/policies/whistle-blower-policy.pdf
Employee Stock Option Scheme
The members of the Company through postal ballot process on February
13, 2024 has approved Employee Stock Option Plan (ESOP) 2023 to grant share-based
incentives to eligible employees of the Company and its subsidiaries under the ESOP 2023.
In terms of the scheme, 1,25,00,000 options can be granted to the eligible employees of
the Company and its subsidiaries. During the year under review, no stock options have been
granted. There is no other change in the said plan during the year.
The Schemes is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. The details of Company's stock option
Scheme as required under Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, is available on the Company's website at
https://suvenpharm.com/SuvenESOP2023Policy.pdf
The compliance certificate confirming that the Employee Stock Option
Plan 2023 is in compliance of the applicable provisions of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, has been received from M/s DVM &
Associates LLP, Company Secretaries, Secretarial Auditors of the Company for the year
under review.
The options details also form part of note 61 of the notes to accounts
of the standalone financial statements.
Statutory Auditors and Audit Report
Pursuant to the provisions of Section 139 of the Act and the Rules
framed thereunder the Company at its 6th AGM held on August 9, 2024 has appointed M/s.
Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/
N500013) as the statutory auditors of the Company for a period of 5 years from the
conclusion of 6th AGM till the conclusion of the 11th AGM to be held in the year 2029.
There is no qualification, reservation, adverse remark or disclaimer by
the Statutory Auditors in their report. The Auditors report is enclosed with the financial
statements and forms part of this Annual Report. During the year, there were no instances
of frauds reported by Auditors under Section 143(12) of the Act.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report received from M/s. DVM & Associates LLP, practicing Company
Secretaries, Secretarial Auditor of the Company for the financial year 2024-25 forms part
of this Annual Report and marked as Annexure - E to the Board's Report The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark
or disclaimer.
Secretarial standards
The Company complies with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Cost Audit
During the year under review, in terms of Section 148 of the Act read
with the Cost (Records and Audit) Rules, 2014, as amended from time to time, the
requirement for Cost Audit is not applicable to the Company, based on the export turnover
criteria prescribed under said Cost Audit Rules. However, the Company is maintaining such
accounts and record as specified by the Central Government and as applicable to the
Company under Section 148(1) of the Act read with said Cost Audit Rules.
Annual Return
The Annual Return of the Company as on March 31, 2025, in terms of the
provisions of Section 92(3) read with Section 134(3) (a) of the Act is available on the
Company's website and can be accessed at https://www.suvenpharm.com/financial-info/
Corporate Governance
A detailed Report on Corporate Governance in compliance with the
provisions of SEBI Listing Regulations together with a certificate received from the
practicing Company Secretary confirming the compliance of conditions of corporate
governance, is presented in a separate section forming part of this Annual Report.
Management's Discussion and Analysis
Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the SEBI
Listing Regulations, is presented in a separate section forming part of
this Annual Report.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report as required under
the SEBI Listing Regulations, describing the initiatives taken by the Company from
environment, social and governance perspective is presented in a separate section forming
part of this Annual Report and is available on the website of the Company at
https://suvenpharm.com/ financial-info/.
Transfer of unclaimed/ unpaid amounts to the Investor Education and
Protection Fund (IEPF)
The Company was incorporated in the calendar year 2018, and it will
ensure compliance with the applicable provisions of the IEPF Rules with respect to
transfer of unclaimed/unpaid dividend to IEPF, at the appropriate time.
Disclosure in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee as specified under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no case
was received to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, during the year under review.
Other disclosures
Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the
Company affirms that for the financial year ended on March 31, 2025:
a. There were no proceedings, either filed by the Company or against
the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National
Company Law Tribunal or any other court.
b. There was no instance of one-time settlement with any bank or
financial institution.
Acknowledgements
The Board wishes to place on record their gratitude to all the
stakeholders for the confidence reposed by them and thank all the shareholders, customers,
dealers, suppliers and other business associates for contributing to the Company's
growth. The Board acknowledges the support extended by the government, government
agencies, analysts, bankers, media, customers, business partners and investors at large.
The Board also wishes to place on record their appreciation for the dedication and
valuable services rendered by the employees and workers at all levels of the Company.
|
For and on behalf of the Board of
Directors |
|
|
Vivek Sharma |
Dr. V Prasada Raju |
Place: Hyderabad |
Executive Chairman |
Managing Director |
Date: May 28, 2025 |
DIN: 08559495 |
DIN: 07267366 |