|
To
The Shareholders
The Directors hereby present their 48th Annual Report together with the
Audited Financial Statements of the Company for the year ended March 31, 2026.
|
2025-26 |
2024-25 |
| (Consolidated Accounts) |
|
|
| Turnover (Net) |
202.27 |
196.19 |
| Other Income |
15.17 |
11.38 |
| Total Income |
217.44 |
207.57 |
| Financial Cost |
4.09 |
4.26 |
| Depreciation |
3.94 |
4.01 |
| Profit/Loss before |
|
|
| extra-ordinary Income |
18.90 |
11.19 |
| Net Profit/ (Loss) before Taxation |
19.33 |
11.83 |
| Net Profit (Loss) |
17.80 |
4.93 |
Your directors regret their inability to recommend
payment of any dividend.
Consolidated Results:
The Company's strategy of operating through focused subsidiaries
and joint ventures continues to strengthen the Group's operational efficiency,
business development initiatives and long-term growth prospects. During the year, the
Group continued to consolidate its presence across pharmaceuticals, active pharmaceutical
ingredients (APIs), diagnostics, analytical instruments and international markets.
The Group has completed major infrastructure and compliance
initiatives, including the upgradation of manufacturing facilities in line with revised
regulatory requirements. These investments are expected to strengthen the Group's
manufacturing capabilities, regulatory compliance and future growth opportunities.
Asence Group:
Asence Inc., a wholly-owned subsidiary of the Company, specializes in
the supply of quality pharmaceutical preparations (Finished Dosage Forms and Active
Pharmaceutical Ingredients) to international markets.
Asence continues to focus on expanding its international business
through product registrations, strategic partnerships and development of niche
pharmaceutical products for regulated and semi-regulated markets. The Company, through its
operations in India and the USA, markets and distributes pharmaceutical preparations
worldwide and continues to strengthen its product portfolio and global customer base.
Asence, continued to scale up operations at its oncology and synthetic
API manufacturing facility at Ranoli, Vadodara. The facility has been established to meet
domestic as well as international regulatory standards and is positioned to manufacture
niche molecules catering to global demand. The Company continues to pursue various
regulatory approvals and commercial opportunities for products manufactured at the
facility.
Synbiotics Limited:
Synbiotics Limited continues to be engaged in the manufacture of
fermentation-based pharmaceutical products. The Company remains focused on its key
product, Amphotericin B, and continues to explore opportunities in domestic and
international markets while maintaining compliance with applicable quality and regulatory
standards.
Systronics (India) Limited:
Systronics operates through its Systronics and Telerad
divisions.
The Systronics division continues to manufacture and market analytical,
laboratory and test & measuring instruments across India. The division remains focused
on product innovation, technological upgradation and expansion of its customer base across
educational, industrial and research institutions.
The Telerad division continues to market and distribute professional
broadcast, video and audio equipment of leading international brands in India and
maintains its presence in the professional media and broadcasting sector.
Suvik Hitek Private Limited:
Suvik, a wholly-owned subsidiary of the Company,
continues to manufacture pharmaceutical products and market generic and
veterinary formulations in the domestic market. The Company remains focused on
strengthening its product portfolio and expanding its presence in selected therapeutic
segments across India.
Sarabhai Chemicals (India) Private Limited:
Sarabhai Chemicals continues to strengthen its presence in the domestic
pharmaceutical market with a focused portfolio in Oncology, Fertility, Women's
Healthcare and other specialty therapeutic segments.
The demerger of the Oncology and Pro-Fertility Division into Asence
Pharma Private Limited has enabled greater business focus and operational efficiency. The
Company continues to pursue strategic marketing initiatives and partnerships to enhance
market penetration and product reach across India.
Sarabhai M. Chemicals Limited:
Sarabhai M. Chemicals Limited, a wholly-owned subsidiary of the
Company, continues to manufacture and market its range of Vitamin C coated products and
remains focused on improving operational efficiencies and market reach.
Joint Venture Companies:
Vovantis Laboratories Private Limited:
Vovantis Laboratories Private Limited continues to manufacture
effervescent dosage forms for domestic and international markets. The Company remains
focused on serving regulated markets and enhancing its product portfolio while maintaining
compliance with international quality standards. USA remains a key focus area and its
plant is approved by USFDA.
CoSara Diagnostics Private Limited:
CoSara Diagnostics continues to focus on molecular diagnostics and
PCR-based testing solutions through its partnership with Co-Diagnostics Inc., USA. The
Company retains exclusive manufacturing rights in India for the complete product menu of
Co-Diagnostics and continues to work towards expanding its product offerings.
The Company is pursuing regulatory approvals for its products and
continues to strengthen its research, development and manufacturing capabilities. CoSara
remains well-positioned to capitalize on emerging opportunities in infectious disease
diagnostics and other molecular diagnostic applications in India and international
markets. CoSara is soon going to launch its PCR Point-of-case device in Indian market.
Corporate Governance:
Pursuant to provisions of SEBI (LODR), Regulations, 2015, Management
Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate
regarding Compliance of Conditions of Corporate Governance are made part of the Annual
Report.
Subsidiaries:
The Company has 8 (eight) subsidiaries and 2 (two) joint ventures and
one associate company. Their performance is integrated in the consolidated accounts.
Consolidated Financial Statement:
In compliance of the Accounting Standard AS-21 on Consolidated
Financial Statement, the Consolidated Financial Statements, which form part of the Annual
Report and Accounts, are attached herewith.
Directors and Key Managerial Personnel:
The Board of Directors consists of 10 (Ten) members, of which 5 (five)
are Independent Directors, three executive directors and two nominee directors. The Board
includes two woman Director. The Board consists of Mr. Kartikeya V. Sarabhai (Executive
Chairman), Mr. Mohal K. Sarabhai (Managing Director), Ms. Chaula M. Shastri (Whole-time
Director), Five Independent Directors, Mr. Brijesh Khandelwal, Mr. Govindprasad Namdeo,
Mr. Mayur Swadia, Dr. Pushpa Robin and Mr. Satyen Dave and two Nominee Directors, Mr. Ajay
Mayor and Mr. Bharatendu Jani.
As per the provisions of Section 203 of the Companies Act, 2013, Mr.
Kartikeya V. Sarabhai (Executive Director), Mr. Mohal K. Sarabhai (Managing
Director), Ms. Chaula M. Shastri (Whole-time Director), Mr. Jinal Shah (Chief Financial
Officer) and Ms. Disha M. Punjani (Company Secretary); are the Key Managerial Personnel of
the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Kartikeya V. Sarabhai (DIN: 00313585) is the director retiring by rotation and being
eligible has offered himself for re-appointment. Pursuant to Regulation 36 of Securities
& Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI (LODR)") read with Secretarial Standard-2 on General
Meeting, brief profile of the Director re-appointed is appended to the Notice of Annual
General Meeting.
Declaration by Independent Directors:
The Independent Director have submitted the declaration of
independence, as required pursuant to Section 149(7) of the Companies act, 2013 stating
that they meet the criteria of independence as provided in sub-section (6).
Annual Evaluation:
The Board of Directors has carried out an annual Evaluation of its own
performance, Board Committees and individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed by Securities & Exchange
Board of India (SEBI) under Listing Regulation.
The performance of the Board was evaluated by the Board after seeking
inputs from the Directors on the basis of the criteria such as Board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of the criteria such as the
composition of Committees, effectiveness of the Committees Meeting, etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed
the performance of the individual Directors including the Chairman and other Executive and
Non-Executive Directors on the basis of the 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. NRC
found their performance satisfactory.
Particulars of Loans, Guarantees or Investments:
Information regarding loans, guarantees and
Investments covered under the provisions of section
186 of the Companies Act, 2013 are detailed in the
financial statements.
Related Party Transactions:
Since all the related party transactions are carried out in the
ordinary course of business on arm's length basis such transactions entered into by
the Company during the financial year did not attract the provisions of Section 188 of the
Companies Act, 2013. There are no materially significant related party transactions made
by the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large and
thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.
However a disclosure in this regards is provided in Annexure A.
None of the Non-Executive Directors has any pecuniary relationship or
transactions with the Company other than sitting fees payable to them.
During the year 2025-26, pursuant to Section 177 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 all RPTs were placed before Audit Committee for its
prior/ omnibus approval.
Material Changes and Commitments:
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 and the date of this Report.
Number of Meetings of the Board:
There were 4 (Four) Meetings of the Board held during the year.
Detailed information is given in the Corporate Governance Report.
Extract of Annual Return:
Extract of Annual Report is available on the website of
Company www.ase.life
P o l i c y o f D i r e c t o r 's A p p o i n t m e n t a n d
Remuneration and other details:
The Company's policy on director's appointment and
remuneration and other matters provided in Section
178(3) of the Act has been followed by Nomination and Remuneration
Committee or Key Managerial Personnel. They have fixed criteria for appointment of
directors and Key Managerial Persons. Every year their performance is evaluated by the
Committee and accordingly suitable recommendations are made.
Internal Financial Control Systems and their
adequacy:
The Company has an Internal Control System commensurate with size,
scale and complexity of its operations. The Company has appointed an Independent Internal
Auditor who carries out Internal Auditing works according to policies and rules framed to
monitor and control financial transactions within the Company and submits his report at
every quarter which is put before the Audit Committee for their perusal.
Audit Committee:
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report which forms part of this report.
Risk Management:
The Audit Committee of the Company is assigned the task to frame,
implement and monitor the risk management plan of the Company. The Committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls.
Major risks identified by the business and functions are systematically addressed through
mitigating actions on a continuing basis.
Corporate Social Responsibility (CSR):
During the year under review the Company is not required to comply with
the provisions related to Corporate Social Responsibility on the basis of its financial
statement.
Particular of Employees:
The information required U/s. 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 will be
provided upon request in terms of section 136 of the Act, the reports and accounts are
being sent to the members and other excluding the information on employees'
particulars, which is available for inspection by members at the registered office of the
Company during 2:00 p.m. to 4:00 p.m. on working days of the Company up to the date of
AGM. If any Member is interested in obtaining a copy thereof, he/she may write to
Secretarial Department of the Company. There is no employee drawing salary in excess of
limit prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Fixed Deposits:
The Company has not accepted any fixed deposit during the year neither
there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the
end of the year.
Details of Significant Orders passed by Regulators
or Courts:
There is no significant or material order passed by any
Regulators or courts during the financial year.
Disclosure Pursuant to section 197(14) of the
Companies Act 2013
Mr. Mohal K. Sarabhai, Managing Director is paid Re. 1/- per month as a
token for Ambalal Sarabhai Enterprises Limited and he is drawing remuneration from Asence
Pharma Private Limited, Synbiotics Limited, Systronics India Limited and Asence INC, USA.
Other than him no Whole time director of the Company was in receipt of any remuneration/
commission from the company's holding/ subsidiary companies during the financial
year.
Details of Establishment of Vigil Mechanism:
The Company has formulated Whistle Blower policy to establish a vigil
mechanism for directors and employees of the Company to report concerns about unethical
behavior, actual or suspended fraud or violation of Company's code of conduct policy.
Details under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The Company has established Internal Complaints Committee to redress
the complaints received from any woman employee of the Company as required under the
provisions of the Act.
Fraud Reporting:
There was no fraud reporting by the Auditors of the
Company u/s. 143(12) of the Companies Act, 2013 to the Audit Committee
or the Board of Directors during the year under review.
Energy Conservation, Technology Absorption and
Foreign Exchange earnings and outgo:
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange earnings and outgo required to be given, are given in the Annexure to this Report
in the prescribed format.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013
the Board of Directors of the Company confirms that-
a) In the preparation of the annual accounts for the year ended
31.03.2026, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any.
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on 31.03.2026 and
of the profit of the Company for the year ended on that date.
c) The Directors have 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.
d) The Directors have prepared the annual accounts
on a going concern' basis.
e) The Company has laid down Internal Financial Controls to be followed
by the Company and that such Internal Financial Controls are adequate and were operating
effectively.
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system are adequate and operating
effectively.
Business Responsibility Report (BRR)
The SEBI (LODR) Regulations, 2015 mandate the
inclusion of the BRR as part of the Annual Report for top
1000 listed entities based on market capitalization. Business
Responsibility Reporting is not applicable to the Company.
Insurance:
Building, Plant and Machinery and Stocks, have been
adequately insured.
Auditors: -
(A) Internal Auditors
M/s. Gautam Joshi & Co., Chartered Accountants has been appointed
as Internal Auditor for the Financial Year 2025-26. The Internal Auditors reports to the
Audit Committee of the Board, which helps to maintain its objectivity and independence.
The scope and authority of the Internal Audit function is defined by Audit Committee. The
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
(B) Statutory Auditors
Pursuant to section 139 of the Companies Act, 2013 and the Rules made
there under, M/s. Sorab S. Engineers, Chartered Accountants, (Firm Registration No.
110417W), are appointed as Auditors by the Members in the AGM held on 21.09.2022 to hold
office until the conclusion of 49th Annual General Meeting, to be held in the year 2027.
The Statutory Auditor's comment on your Company's account for
the year ended March 31, 2026 are self-explanatory in nature and do not require any
explanation. The Auditor's Report does not contain any qualification or adverse
remarks.
(C) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. RPSS & Co., a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for For a terms of 5 years Commencing from
01/04/2025 & ending on 31/03/2030 at the 47th AGM of the Company held on 31/07/2025
The Secretarial Audit Report issued is appended to this report as annexure. As there is no
qualification, reservation or adverse remark made by the Auditors in their report, the
report issued is self-explanatory and need no further clarification.
Acknowledgement:
Your Directors would like to take opportunity to express their deep
sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for
their continuous guidance and support. Further they would also like to place on record
their sincere appreciation for dedication and hard work put in by one and all Members of
Sarabhai Pariwar including workers.
|
For and on behalf on the Borad |
|
Kartikeya V. Sarabhai |
|
Chairman |
| Date : 21.05.2026 |
|
| Place : Ahmedabad |
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