Martin and Harris Laboratories Limited Unlisted Shares Annual Reports

Martin and Harris Laboratories Limited Unlisted Shares

Thirtieth Annual Report of Martin and Harris Laboratories Limited (2023-2024) The Thirtieth Annual General Meeting (AGM) of Martin and Harris Laboratories Limited will be held on Friday, 27th day of September, 2024 at the Registered Office, located at NH-8, Delhi Jaipur Highway, Village Pachgaon (Fazalwas), Distt. Gurgaon, Haryana. **Ordinary Business:** The meeting will address ordinary business matters including: * Adoption of Audited Standalone and Consolidated Financial Statements: Approving the audited standalone and consolidated financial statements for the financial year ended March 31, 2024, along with the reports of the Board of Directors and Auditors. * Declaration of Dividend: Considering the declaration of a dividend on equity shares. The directors recommend dividend of Rs. 1.80/- per Equity Share. * Appointment of Director: Appointing a director in place of Mr. Nasim Uddin (DIN: 09670604) who retires by rotation and offers himself for re-appointment. The Board recommends his reappointment. Mr. Uddin attended all 14 Board meetings held during the year and the last AGM. He is a Non-Executive Director. * Appointment of Statutory Auditors: Appointing M/s. Krishan K. Gupta & Co., Chartered Accountants (Firm Registration No. 000009N), as Statutory Auditors of the Company, with a remuneration to be mutually agreed upon, plus applicable taxes and reimbursement of out-of-pocket expenses. **Special Business:** The meeting will also address special business matters including: * Ratification of Remuneration of Cost Auditors: Ratifying the remuneration of the Cost Auditors of the Company, M/s Sourabh Jain & Associates, Cost Accountants, for conducting the audit of cost records for the financial year ending March 31, 2025, amounting to INR 50,000/- plus reimbursement of out of pocket expenses at actuals. **Other Key Details:** * Proxy Information: A member entitled to attend and vote can appoint a proxy, with specific conditions detailed in the notes. A proxy form is annexed. * Closure of Register: The Register of Members and Share Transfer Books will be closed from September 20th, 2024, to September 26th, 2024 (inclusive), for determining dividend eligibility. * Dividend Payment: If declared, the dividend will be paid within 30 days to members whose names appear on the Register of Members as of September 20th, 2024. * Unclaimed Dividends: Unclaimed dividends for seven years will be transferred to the Investor Education and Protection Fund (IEPF). * Explanatory Statement: Annexure-I contains an Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special business item to be transacted at the AGM. * Attendance Slip: Attendance Slip duly completed and signed is to be presented at the meeting. * No Gift/Coupon: No gift or refreshment coupon will be distributed at the meeting. **Director's Report Highlights (Financial Year ended 31st March, 2024):** * **Financial Performance:** * Standalone Revenue from Operations: ₹14,614.70 Lakhs (previous year: ₹20,516.48 Lakhs). * Consolidated Revenue from Operations: ₹14,614.70 Lakhs (previous year: ₹20,516.48 Lakhs). * Standalone Net Profit/(Loss) after Taxation: ₹2,017.48 Lakhs (previous year: ₹5379.25 Lakhs). * Consolidated Net Profit/(Loss) after Taxation: ₹4,042.84 Lakhs (previous year: ₹6,806.88 Lakhs). * **Business Outlook:** * The company's turnover declined due to upgrades required to the manufacturing unit to comply with new WHO-GMP standards mandated by the Ministry of Health & Family Welfare. The shutdown of the plant impacted revenue. Further modifications may be needed in FY 2024-25. * The company is shifting its focus from selling generic drugs under third-party brands to manufacturing and exploring contract manufacturing opportunities. The Board also supports diversification into new business areas. * **Share Capital:** * Paid-up Equity Share Capital as of March 31, 2024: ₹399.60 Lakhs. * No increase or decrease in authorized and paid-up share capital. * The company has not bought back securities, issued sweat equity, or bonus shares. * There is no stock option plan for employees. * **Reserves:** * Nothing is proposed to be transferred to the General Reserve from the profit after tax. * **Investor Education and Protection Fund:** * No funds were transferred to the IEPF during the year. * **Other Key Points:** * No change in the nature of business or registered office of the company. * Non-Cumulative Optionally Convertible Preference Shares of ASG Biochem Private Limited have been converted into Equity shares of ASG Biochem Private Limited. * No significant orders passed by regulators or courts impacting the company's going concern status. * Delite Infrastructure Private Limited is the Company's subsidiary. * The Company has a framework to address risk and a robust internal control system. * The Directors confirm compliance with applicable accounting standards and other regulations. * M/s Sourabh Jain & Associates, Cost Accountants, have been appointed as Cost Auditors for the financial year 2024-25. * Contribution to Corporate Social Responsibility (CSR): Rs. 133.50 Lakhs. * The Company has complied with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no related complaints have been reported. * Mr. Prashant Kumar, Chartered Accountant, has been appointed as the Internal Auditor for the financial year 2024-25. * The company has duly complied with the applicable provisions of the Revised Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). **Board Committees:** The Board of Directors has constituted committees including: * Audit Committee: Vivek Padgaonkar, Ashok Chandra Sen, and Harnam Singh Thakur. * Stakeholders Relationship Committee: Vivek Padgaonkar, Ashok Chandra Sen, and Shanker Laxman Laad. * Nomination and Remuneration Committee: Vivek Padgaonkar, Ashok Chandra Sen, Harnam Singh Thakur, and Shanker Laxman Laad. * Corporate Social Responsibility Committee: Vivek Padgaonkar, Nasim Uddin, and Shanker Laxman Laad. **Board Meetings & Attendance:** * 14 Board meetings were held during the year. * Details provided on the attendance of each director at Board meetings and Committee meetings. **Auditor's Report:** * The auditor's report is unmodified, indicating a true and fair view of the financial statements. * Internal financial controls over financial reporting are adequate and operating effectively. * The company has complied with provisions of Sections 185 and 186 of the Companies Act, 2013. * The company is regular in depositing undisputed statutory dues. * No fraud was reported. **Financial Statements:** * Standalone Balance Sheet as of March 31, 2024, and Statement of Profit and Loss, Statement of Changes in Equity, and Statement of Cash Flows are included. * Consolidated IND AS financial statements as of March 31st, 2024 are included. The report is signed by Nasim Uddin, Director (DIN: 09670604) and Shanker Laad Laxman, Director (DIN: 00105650).