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).
