Mar 31, 2018
To,
The Members,
The Directors have pleasure in placing before you the 58th Annual Report of the Company along with the Accounts for the year ended March 31, 2018:
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Accounting Year |
2017-18 |
2016-17 |
Revenue from Operations |
24,123 |
21,695 |
Other Income |
739 |
759 |
Profit before interest, depreciation and taxation |
2,529 |
2,960 |
Interest |
4 |
4 |
Depreciation |
183 |
197 |
Provision for taxation (net) |
690 |
754 |
Profit after tax |
1,652 |
2005 |
Profit and Loss Account balance B/f |
4,299 |
3,207 |
Income Tax adjustment of earlier years |
4 |
(11) |
Profit available for Appropriation |
5,955 |
5,201 |
Transfer to General Reserve |
500 |
750 |
Final Dividend |
627 |
125 |
Tax on Interim Dividend |
128 |
27 |
Balance carried to the Balance Sheet |
4,700 |
4,299 |
DIVIDEND
For the year under review, the Directors have recommended a final Dividend of Rs. 2.75 per share i.e. @ 55% (Rs. 2.50/per share i.e. @ 50% for the previous year) on Equity Shares of face value of Rs. 5/- each of the Company. The total dividend outgo shall be Rs. 689.04 lakhs as compared to Rs. 626.40 lakhs during the previous year.
OPERATIONS
The revenue from operations for the year ended March 31, 2018 amounted to Rs. 24,123 lakhs as against Rs. 21,695 lakhs for the previous year. Thus the income from operations of the Company has increased by about 11.19% as compared to last yearâs revenue from operations.
During the year 2017-18 profit before tax as compared to last year has declined by 15.08 % from Rs. 2,758 lakhs to Rs. 2,342 lakhs and profit after tax has declined by 17.65 % from Rs. 2,005 lakhs to Rs. 1,651 lakhs.
EXPORTS
Exports for the year ended March 31, 2018 have increased by about 30.35 % from Rs. 8,753 lakhs to Rs. 11,410 lakhs.
CURRENT OUTLOOK
We are pleased to inform you that European Directorate of Quality Medicine has restored all our regulatory approvals i.e. Erythromycin Base, Erythromycin Ethyl Succinate, & Pyrazinamide. Similarly, WHO PQ Geneva authorities have restored our regulatory status for Pyrazinamide and Sulfadoxine.
In view of the above facts we hope to bounce back in terms of profitability and restore all our regulatory clients.
MATERIAL CHANGES & COMMITMENTS, IF ANY
After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDC, we have already received Environmental Clerance from Government of Maharshtra and consent to establish from Maharashtra Pollution Control Board and approval of building plans from MIDC authorities.
It may please be noted that the construction for our new project has already started in November 2017.
BOARD OF DIRECTORS
In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Samir J. Shah and Mr. Ketan L. Shah, Directors of the Company retire by rotation at the ensuing 58th Annual General Meeting and being eligible have offered themselves for re-appointment.
KEY MANAGERIAL PERSONNEL
As on March 31, 2018, Mr. Bipin Shah, Managing Director, Mr. Ritesh Shah, Whole Time Director and CEO, Mr. Vivek Shah, Whole Time Director and CEO (R&D) and Mr. Darshan Rampariya, Chief Financial Officer and Ms. Ashwini Ambrale, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014. There was no change in the Key Managerial Personnel during the financial year 2017-18.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5)of the Companies Act, 2013-
i) That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
ii) That the Directors had 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 at the end of the financial year viz. March 31, 2018 and of the profit or loss of the Company for the year ended on that date.
iii) That the Directors had taken proper and sufficient care 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.
iv) That the Directors had prepared the annual accounts on a going concern basis.
v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015).
In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.
LISTING ON THE STOCK EXCHANGE
The Companyâs shares are listed with BSE Limited and the Company has paid the necessary listing fees for the financial year 2018-19.
FIXED DEPOSITS
The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
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 Statements provided in this Annual Report.
PARTICULARS OF EMPLOYEES
The Statement of particulars of employees under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company including Managing Director and Whole Time Directors were in receipt of remuneration in excess of the limits set out in the said rules.
MEETINGS
During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of the Annual Report. The maximum interval between any two Meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairpersonâs as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS
Familiarisation Programme has been carried out by the Company for the Independent Directors, details of which has been uploaded on the Companyâs website i.e. www.anuhpharma.com.
BUSINESS RISK MANAGEMENT
The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted Financial Risk Management Policy.
INTERNAL FINANCIAL CONTROL
The Company has in place internal financial controls with reference to the financial statements. The Company has adopted policy on internal financial control system for proper observation of internal financial controls.
POLICIES
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named whistle blower policy in accordance with section 177(9) of the Companies Act, 2013 and Listing Regulations, 2015, to deal with instance of fraud and mismanagement, if any. The vigil mechanism/whistle blower policy is uploaded on the Companyâs website i.e. www.anuhpharma.com.
Nomination and Remuneration Policy
The Board has framed a Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration on the recommendation of the Nomination & Remuneration Committee. The Nomination and Remuneration Policy is uploaded on the Companyâs website.
Policy against sexual harassment of Woman at workplace
In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
A policy for prevention of Sexual Harassment of Women at workplace has been adopted and Internal Complaints Committee was also constituted by the Board of Directors of the Company. The policy and the composition of Internal Complaints Committee are uploaded on the Companyâs website.
Policy for Preservation of Documents
In terms of Regulation 9 of the Listing Regulations, 2015, the Board has adopted this Policy for Preservation of Documents. To determine preservation period for records/documents based on their reference value and legal requirements. The Policy is uploaded on the Companyâs website.
Policy for Determination of Materiality of any Event or Information
In pursuance of Regulation 30 of the Listing Regulations, 2015, the Company has adopted the policy for determination of materiality of any event or information based on the criteria mentioned in the said regulation (âMaterial Informationâ) and that the information has been and is being promptly forwarded to the Stock Exchange. The Policy is uploaded on the Companyâs website.
Archival Policy
This Policy is framed in compliance with the Regulation 30 of the Listing Regulations, 2015. The policy is uploaded on the Companyâs website.
AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION
The Company has authorized authorize Mr. Ritesh Shah, Whole Time Director and Chief Executive Officer and Ms. Ashwini Ambrale, Company Secretary and Compliance Officer of the Company for the purpose of determining the materiality of an event or information and for making disclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as âAnnexure - 1â to the Directorsâ Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Jasvantlal G. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin N. Shah, Managing Director and Mr. Arun L. Todarwal, Non-Executive Independent Director. The CSR policy of the Company is uploaded on the Companyâs website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 i.e. CSR Report is annexed as âAnnexure - 2â to the Directorsâ Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed as âAnnexure - 3â to the Directorsâ Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companyâs website.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as âAnnexure - 4â to the Directorsâ Report..
RATIO OF DIRECTORSâ REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION AND OTHER DISCLOSURES
The table containing the names and other particulars of ratio of Directorsâ Remuneration to Median Employeesâ Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as âAnnexure - 5â to the Directorsâ Report.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is attached separately to this report.
CORPORATE GOVERNANCE
Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.
AUDITORSâ OBSERVATIONS AND MANAGEMENTâS REPLY
Emphasis of Matter
We draw attention to the following matter in Note No. 46 to the financial statements:
As per section 135 of the Act, the Company was required to incur/spend Rs. 64.25 lakhs (including Previous Year Rs. 2.81 lakhs) on Corporate Social Responsibility (âCSRâ) during the financial year 2017-2018. However, during the financial year 2017-2018 the Company has spentRs. 57.42 lakhs. Hence, the unspent amount of CSR expenditure is Rs. 6.83 lakhs.
Managementâs Reply: CSR Commitments for the financial year 2017-18 was not fulfilled because of delay in approved projects, the Company would spend the same in the next financial year and that CSR contribution would not be counted as next yearâs CSR commitments.
AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration Number 104133W), were appointed as Statutory Auditors of the Company in the 57th Annual General Meeting held on September 22, 2017 to hold office from the conclusion of the 57th Annual General Meeting till the conclusion of the 62nd Annual General Meeting of the Company.
COST AUDITORS & COST AUDIT REPORT
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, re-appointed CMA Mr. Ankit Kishor Chande, having Membership No. 34051 for conducting the audit of cost records of bulk drugs maintained by the Company for the financial year 2018-19 at a remuneration of 1,10,000/- (Rupees One Lakh Ten Thousand Only) plus service tax as applicable and re-imbursement of out of pocket expenses as may be incurred by him for conducting the Cost Audit for the financial year 2018-19.
In view of the requirements of Section 148 of the Companies Act, 2013, the Company has obtained from the Cost Auditor written consent along with certificates with respect to compliance with the conditions specified under Rule 6(1A) of the Companies (cost records and audit) Rules, 2014.
In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.
The Company has filed the Cost Audit Report for the financial year ended March 31, 2017 submitted by Girikrishna Maniar, Cost Auditor on 5th October, 2017. The Cost Audit Report for the financial year ended March 31, 2018 shall be filed in due course.
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 re-appointed M/s. Ragini Chokshi & Co., (Firm Registration Number 92897) Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2018-19.
The Secretarial Audit Report issued by M/s. Ragini Chokshi & Co., Secretarial Auditor of the Company for the year ended March 31, 2018 is annexed as âAnnexure - 6â to the Directorsâ Report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.
By Order of the Board
Sd/-
Jasvantlal G. Shah
Chairman
(DIN: 00372600)
Registered Office:
3-A, Shiv Sagar Estate, North Wing,
Dr. Annie Besant Road,
Worli, Mumbai - 400 018
Place: Mumbai.
Date : May 25, 2018
Mar 31, 2015
The Members,
The Directors have pleasure in placing before you the 55th Annual
Report of the Company along with the Accounts for the year ended 31st
March, 2015:
FINANCIAL HIGHLIGHTS (Rs in Lakhs)
Accounting Year 2014-15 2013-14
Sales 28141 26493
Other Income 748 562
Profit before interest, depreciation
and taxation 3515 2728
Interest 2 5
Depreciation 327 175
Provision for taxation (net) 987 789
Profit after tax 2199 1759
Profit and Loss Account balance B/f 2085 1560
Income Tax adjustment of earlier years (1) 2 4
Profit available for Appropriation 4283 3343
Transfer to General Reserve 1000 500
Interim Dividend 167 104
Tax on Interim Dividend 28 18
Proposed Final Dividend 418 544
Tax on proposed Final Dividend 83 92
Balance carried to the Balance Sheet 2587 2085
DIVIDEND
Since, the Company had been doing well and it was hopeful of getting
better results this year, the Company had declared Interim Dividend on
25th August, 2014 and paid an Interim Dividend of Rs 2 per Share i.e.
40% on the Equity shares of face value of R 5/- each.
Further, for the year under review, the Directors have recommended a
final Dividend of Rs 5 per share i.e. 100% (Rs 6.50 per share i.e. 130%
for the previous year) on Equity Shares of face value of Rs 5/- each of
the Company. The total dividend outgo shall be Rs 584.64 lakhs as
compared to Rs 647.28 lakhs during the previous year.
OPERATIONS
The sales and operating income for the year ended 31st March 2015
amounted to Rs 28141 lakhs as against R 26493 lakhs for the previous
year. Thus the turnover of the Company has increased by about 6.22 % as
compared to last years turnover.
During the year 2014-15 profit before tax as compared to last year has
increased by 25% from Rs 2548 lakhs to Rs3186 lakhs and profit after tax
has increased by 25% from Rs 1759 lakhs to Rs 2199 lakhs
EXPORTS
Exports for the year ended 31st March, 2015 have increased by about
14.80% from Rs 10439 lakhs to Rs 11984 lakhs.
CURRENT OUTLOOK
The Company has planned to achieve a sales turnover of Rs 325 crores
during the current year.
MATERIAL CHANGES & COMMITMENTS, IF ANY
The Company has acquired leasehold rights, title, interests and
possession in land and building admeasuring 7,800 square meters at Plot
No. E-18 in the Tarapur Industrial Area of MIDC connecting to the
existing Factory for a consideration of Rs 9,00,00,000/- (Rupees Nine
Crores Only) from Authentic Petroproducts LLP for expansion purpose
between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
Further, huge reserves have been accumulated by the Company over a
period of years and to pass on the benefit to its shareholders, the
issuance of Bonus Shares is proposed by the Directors of the Company.
BOARD OF DIRECTORS
In accordance with the Articles of Association of the Company, Mr.
Bharat N. Shah and Mr. Lalitkumar P Shah Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible have offered themselves for re-appointment.
KEY MANAGERIAL PERSONNEL
Mr. Darshan Rampariya, Chief Financial Officer and Ms. Ashwini Ambrale,
Company Secretary and Compliance Officer of the Company were appointed
as Key Managerial Personnel during the Financial Year 2014-15 in
accordance with the Section 203 of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013-
i) That in the preparation of the annual financial statements for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any.
ii) That the directors had 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 at the end of the financial year viz. 31st
March, 2015 and of the profit or loss of the Company for the year ended
on that date.
iii) That the Directors had taken proper and sufficient care 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.
iv) That the Directors had prepared the annual accounts on a going
concern basis.
v) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
vi) That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Independent Directors shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
re-appointment for next five years on passing of a special resolution
by the Company and disclosure of such appointment in the Board''s
report.
LISTING ON THE STOCK EXCHANGE
The Company''s shares are listed with BSE Limited and the Company has
paid the necessary listing fees for the Financial Year 2015-16.
FIXED DEPOSITS
The Company has not accepted or renewed any Fixed Deposits within the
meaning of Section 73 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
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 Statements.
PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 134 of the Companies Act, 2013
are not annexed since there are no employees drawing remuneration of
more than Rs 60,00,000/- per annum during the year under review, if
employed for full year or more than Rs 5,00,000/- per month, if employed
for part of the year.
MEETINGS
During the year 6 (Six) Board Meetings and 4 (four) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually, the
Chairperson''s as well as the evaluation of the working of its Audit
Committee, Corporate Social Responsibility Committee, Nomination &
Remuneration Committee and Stakeholder Relationship Committee. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS
Familiarisation Program has been carried out by the Company for the
Independent Directors details of which has been posted on Company''s
website http://anuhpharma.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO {Section 134}
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo is annexed as
"Annexure-1" to the Directors'' Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to Section 135 of the Companies Act, 2013 and the Rules made
thereunder, the Board of Directors has constituted the Corporate Social
Responsibility (CSR) Committee under the Chairmanship of Mr. Jasvantlal
G. Shah, Non-Executive Independent Director. The other Members of the
Committee are Mr. Bipin Shah, Managing Director and Mr. Arun L.
Todarwal, Non-Executive Independent Director. The CSR policy of the
Company has been uploaded on the Company''s website. Other details of
the CSR activities undertaken by the Company as required under Section
135 of the Companies Act, 2013 is annexed as "Annexure-2" to the
Directors'' Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed as "Annexure-3" to the Directors'' Report.
BUSINESS RISK MANAGEMENT
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company''s competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business. The Company has adopted risk management
policy.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with
reference to financial statements. The Company has adopted policy on
internal financial control system for proper observation of adequate
internal financial controls.
POLICIES
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) in
accordance with Section 177(9) of the Companies Act, 2013 and Clause 49
of the Listing Agreement to deal with instances of fraud and
mismanagement, if any. The vigil mechanism/Whistle Blower Policy is
uploaded on the Company''s website.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. Extract of Remuneration
Policy is annexed as "Annexure-A" to the Corporate Governance
Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. All Related Party Transactions are placed before
the Audit Committee and the Board for approval. Policy on Transactions
with Related Parties as approved by the Board is uploaded on the
Company''s website. None of the Directors have any pecuniary
relationships or transactions vis-a-vis the Company.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2, is annexed as "Annexure-4" to the Directors'' Report.
RATIO OF DIRECTORS'' REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION
AND OTHER DISCLOSURES
The table containing the names and other particulars of ratio of
Directors'' Remuneration to Median Employees'' Remuneration in
accordance with the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as
"Annexure-5" to the Directors'' Report.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every Company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
A policy for prevention of Sexual Harassment of Women at workplace and
setting up of the Committee for implementation of said policy is under
review and consideration.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is attached separately to
this report.
CORPORATE GOVERNANCE
Your Company continues to imbibe and emulate the best corporate
governance practices aimed at building trust among all stakeholders -
shareholders, employees, customers, suppliers and others. Your Company
believes that fairness, transparency, responsibility and accountability
are the four key elements of corporate governance. The Corporate
Governance Report presented in a separate section forms an integral
part of this Annual Report.
AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY Emphasis of Matter
We draw attention to the following matters in Note 36 to the financial
statements:
As per section 135 of the Act, the Company was required to incur/spend
Rs 39,34,176 on Corporate Social Responsibility ("CSR") during the
financial year 2014-2015. However, during the financial year 2014-2015
the Company has spent Rs 34,45,196. Hence, the unspent amount of CSR
expenditure is Rs 4,88,980. Our opinion is not modified in respect of
this matter.
Management''s Reply: Near the end of the year the Company has
identified CSR projects/activities which are under scrutiny and if
satisfied will be spending the balance and the required proposed CSR
amount during the course of the next year.
AUDITORS
M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No.
106512W), the Statutory Auditors of the Company retire at 57th Annual
General Meeting and are eligible for the re-appointment as Auditors of
the Company to hold the office from the date of 54th Annual General
Meeting until the conclusion of the 57th Annual General Meeting. The
Directors recommend reappointing M/s. S. I. Mogul & Co., as Auditors of
the Company.
A certificate has been received from the Auditors to the effect that
their reappointment, if made, would be within the prescribed limits
u/s. 139 of the Companies Act, 2013.
COST AUDITORS
Pursuant to the provisions of section 139 of the Companies Act, 2013
and as per Rule 14 of Companies (Audit and Auditors) Rules 2014, with
the prior approval of Central Government, Mr. Girikrishna S Maniar
(Fellow Membership
No. 8202), practicing Cost Accountant, had been appointed to conduct
audit of cost records of bulk drugs for the financial year ended 31st
March, 2015. The Cost Audit Reports would be submitted to the Central
Government within prescribed time.
The Cost Audit Reports for bulk drugs for the year ended 31st March,
2014 was filed with the Central Government on 18th September, 2014.
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 Gupta Baul &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
annexed as "Annexure-6" to the Directors'' Report.
SECRETARIAL AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY
Emphasis of Matter
a) Pursuant to Clause 35 of Listing Agreement with the Stock Exchange,
the shareholding pattern of the Company only mentions the names of
persons classified as promoters and not of the persons who fall under
the definition of promoter group.
b) Pursuant to Clause 30 of Listing Agreement with the Stock Exchange,
the Company has not promptly notified pursuant to Clause 30 of Listing
Agreement the appointment of Ms. Rajeshree Gor as an Additional
Director.
c) Pursuant to Regulation 13(2) of SEBI (Prohibition of Insider
Trading) Regulations, 1992 Ms. Rajeshree Gor had not disclosed her
shareholding in the Company in Form B within 2 working days of becoming
the Director of the Company.
d) As per section 135 of the Act, the Company was required to
incur/spend Rs 39,34,176 on Corporate Social Responsibility ("CSR")
during the financial year 2014-2015. However, during the financial year
2014-2015 the Company has spent Rs 34,45,196. Hence, the unspent amount
of CSR expenditure is Rs 4,88,980.
Management''s Reply:
a) The Company will henceforth disclose the names of persons
classifying as promoter group in the shareholding pattern of the
Company.
b) The management is taking necessary action to make the required
intimation to the Stock Exchange which was inadvertently missed out.
c) The management is taking necessary action to make the required
disclosure to the Stock Exchange which was inadvertently missed out.
d) Near the end of the year the Company has identified CSR
projects/activities which are under scrutiny and if satisfied will be
spending the balance and the required proposed CSR amount during the
course of the next year.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and cooperation received from our bankers, employees,
auditors and consultants during the period under review. The Directors
sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels. The Directors also
place on record their gratitude to the Members for their continued
support and confidence.
By Order of the Board
Sd/-
Jasvantlal G. Shah
Chairman (DIN: 00372600)
Registered Office:
3-A, Shiv Sagar Estate, Noth Wing,
Dr.Annie Besant Road,
Worli, Mumbai - 400 018
Place : Mumbai
Date : June 12, 2015
Mar 31, 2014
The Members,
The directors have pleasure in placing before you the 54th Annual
Report of the Company along with the Accounts for the year ended 31st
March, 2014:
FINANCIAL HIGHLIGHTS
(R in Lakhs)
Accounting Year 2013-14 2012-13
Sales 26493 24160
Other Income 562 329
Profit before interest,
depreciation and taxation 2728 1939
Interest 5 4
Depreciation 175 166
Provision for taxation (net) 789 515
Profit after tax 1759 1254
Profit and Loss Account balance B/f 1560 1417
Income Tax adjustment of earlier years 24 (25)
Profit available for Appropriation 3343 2646
Transfer to General Reserve 500 500
Interim Dividend 104 Nil
Tax on Interim Dividend 18 Nil
Proposed final Dividend 544 501
Tax on proposed final Dividend 92 85
Balance carried to the Balance Sheet 2085 1560
DIVIDEND
On the occasion of completion of 25 years of commencement of production
activities, the Company had declared on 14/02/2014 and paid an Interim
Dividend ofRs. 1.25 per Share i.e. 25% on the Equity shares of face value
ofRs.5/- each.
Further, for the year under review, the Directors have recommended a
final Dividend of Rs. 6.50 per share i.e. @ 130% (Rs. 6.00 per share i.e. @
120% for the previous year) on Equity Shares of face value of Rs. 5/-
each of the company. The total dividend outgo shall beRs. 647.28 lakhs
as compared toRs. 501.12 lakhs during the previous year.
OPERATIONS
The sales and operating income for the year ended 31st March 2014
amounted to Rs. 26492.79 as against Rs. 24160.49 lakhs for the previous
year. Thus the turnover of the company has increased by about 9.65% as
compared to last year''s turnover.
During the year 2013-14 profit before tax as compared to last year has
increased by 41.14% from Rs. 1805.00 lakhs to Rs. 2547.65 lakhs and profit
after tax has increased by 40.33% from Rs. 1253.50 lakhs to Rs. 1758.99
lakhs
EXPORTS
Exports for the year ended 31st March 2014 have increased by about
4.04% from Rs. 10033.86 lakhs to Rs. 10439.17 lakhs.
CURRENT OUTLOOK
The company has planned to achieve a sales turnover of Rs. 277 crores
during the current year.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr.
Jayantilal P. Shah and Mr. G. C Sharda retire by rotation at the
ensuing Annual General Meeting and being eligible have offered
themselves for re-appointment.
The Board of Directors at their meeting held on May 23, 2014 appointed
Ms. Rajeshree Gor as Additional Director pursuant to section 161 of the
Companies Act, 2013 who will hold office till the date of the ensuing
Annual General Meeting. The Company has received her candidature as a
Director from a member pursuant to Section 160 of the said Act. Ms.
Rajeshree Gor''s appointment is being placed before the shareholders for
their approval at the ensuing Annual General Meeting. The information
required to be furnished under Clause 49 IV(G) of the Listing Agreement
is given in the Notice of the 54th Annual General Meeting.
LISTING ON THE STOCK EXCHANGES
The Company''s shares are listed with Bombay Stock Exchange Ltd. and the
Company has paid the necessary listing fees for the Financial Year
2014-15.
FIXED DEPOSITS
The Company has not accepted or renewed any Fixed Deposits within the
meaning of Section 73 of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 134 of the Companies Act, 2013
are not annexed since there are no employees drawing remuneration of
more than Rs. 60,00,000/- per annum during the year under review, if
employed for full year or more than Rs. 5,00,000/- per month, if employed
for part of the year.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the annual accounts
for the year ended 31st March 2014 -
i) The applicable accounting standards have been followed along with
proper explanations relating to material departures, if any.
ii) That the directors had 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 at the end of the financial year viz. 31st
March 2014 and of the profit or loss of the Company for the year ended
on that date.
iii) That the directors had taken proper and sufficient care 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.
iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO {SECTION 134}
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo are given in Annexure
''A'' and forming part of this report.
SECRETARIAL COMPLIANCE REPORT
Your company has appointed M/s. Sanjay Doshi & Associates, Company
Secretaries, to certify the compliance of the Companies Act
requirements observed by us. A copy of their Certificate is attached.
COST AUDITORS
Pursuant to the provisions of section 233B of the Companies Act, 1956
and with the prior approval of Central Government, Mr. Girikrishna S.
Maniar (Fellow Membership No. 8202), practicing Cost Accountant, had
been appointed to conduct audit of cost records of bulk drugs for the
financial year ended 31st March, 2014. The Cost Audit Reports would be
submitted to the Central Government within prescribed time.
The Cost Audit Reports for bulk drugs for the year ended 31st March,
2013 was filed with the Central Government on 26th September, 2013.
AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY
Emphasis of Matter
The Company has earned testing charges of Rs. 253,200 from Eskay
Speciality Chemicals during financial year 2013- 2014. However, the
company has not obtained Central Government approval under section 297
of the Act for this transaction. Our opinion is not qualified in
respect of this matter.
Management''s Reply: In future Company will take due care while entering
into such kind of the transactions.
AUDITORS
M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No.
106512W), the Statutory Auditors of the Company retire at this Annual
General Meeting and are eligible for the reappointment as Auditors of
the company to hold the office from the date of this Annual General
Meeting until the conclusion of the next Annual General Meeting. The
Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of
the company. A certificate has been received from the Auditors to the
effect that their reappointment, if made, would be within the
prescribed limits u/s. 139 of the Companies Act, 2013.
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from our bankers, employees,
auditors and consultants during the period under review. The Directors
sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels. The Directors also
place on record their gratitude to the Members for their continued
support and confidence.
By Order of the Board
Sd/-
J. G. SHAH
Chairman
Registered Office:
3-A, Shivsagar Estate,
Dr. Annie Besant Road, Worli,
Mumbai - 400 018
Place: Mumbai
Date: May 23, 2014
Mar 31, 2013
The Members,
The directors have pleasure in placing before you the 53rd Annual
Report of the Company along with the Accounts for the year ended 31st
March, 2013:
FINANCIAL HIGHLIGHTS
(Rs.in Lakhs)
Accounting Year 2012-2013 2011-2012
Sales 24160 22458
Other Income 329 446
Profit before interest,
depreciation and taxation 1939 1942
Interest 4 5
Depreciation 166 132
Provision for taxation (net) 515 520
Profit after tax 1254 1285
Profit and Loss Account balance B/f 1417 1130
Income Tax adjustment of earlier years (25) 36
Profit available for Appropriation 2646 2451
Transfer to General Reserve 500 500
Proposed Dividend 501 459
Tax on Dividend 85 75
Balance carried to the Balance Sheet 1560 1417
DIVIDEND
For the year under review, the Directors have recommended a Dividend of
RS. 6.00 per share i.e. @ 120% (RS. 5.50 per share i.e. @ 110% for the
previous year) on Equity Shares of face value of RS. 5/- each of the
company. The total dividend outgo shall be RS. 501.12 lakhs as compared
to RS. 459.36 lakhs during the previous year.
OPERATIONS
The sales and operating income for the year ended 31st March 2013
amounted to RS. 24160.50 lakhs as against RS. 22458.16 lakhs for the
previous year. Thus the turnover of the company has increased by about
7.58% as compared to last year''s turnover.
During the year 2012-13 profit before tax as compared to last year has
decreased by 2.02% from RS. 1805.00 lakhs to RS. 1768.47 lakhs and profit
after tax has decreased by 2.42% from RS. 1284.61 lakhs to RS. 1253.50
lakhs
EXPORTS
Exports for the year ended 31st March 2013 have reduced by about 2.32%
from RS. 10271.76 lakhs to RS. 10033.86 lakhs.
CURRENT OUTLOOK
The company has planned to achieve a sales turnover of RS. 277 crores
during the current year.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr.
Lalitkumar P. Shah and Mr. Bharat N. Shah retire by rotation at the
ensuing Annual General Meeting and being eligible have offered
themselves for re-appointment.
The Board of Directors at their meeting held on November 9, 2012
appointed Mr. Sandeep Joshi as Additional Director pursuant to section
260 of the Companies Act, 1956 who will hold office till the date of
the ensuing Annual General Meeting. The Company has received his
candidature as a Director from a member pursuant to Section 257 of the
said Act. The information required to be furnished under Clause 49 IV
(G) of the Listing Agreement is given in the Notice of the 53rd Annual
General Meeting.
Mr. Ashwin Shroff, resigned as the Director of the Company with effect
from November 9, 2012. Your Directors wish to place on record their
appreciation for the valuable contributions made by Mr. Shroff.
The Board of Directors at their meeting held on May 24, 2013 appointed
Mr. G.C. Sharda as Additional Director pursuant to section 260 of the
Companies Act, 1956 who will hold office till the date of the ensuing
Annual General Meeting. The Company has received his candidature as a
Director from a member pursuant to Section 257 of the said Act. The
information required to be furnished under Clause 49 IV (G) of the
Listing Agreement is given in the Notice of the 53rd Annual General
Meeting.
LISTING ON THE STOCK EXCHANGES
The Company''s shares are listed with Bombay Stock Exchange Ltd. and the
Company has paid the necessary listing fees for the Financial Year
2013-14.
FIXED DEPOSITS
The Company has not accepted or renewed any Fixed Deposits within the
meaning of Section 58-A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 217 (2A) of the Companies Act,
1956 are not annexed since there are no employees drawing remuneration
of more than RS.60,00,000/- per annum during the year under review, if
employed for full year or more than RS. 5,00,000/- per month, if employed
for part of the year.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the annual accounts
for the year ended 31st March 2013 :-
i) The applicable accounting standards have been followed along with
proper explanations relating to material departures, if any.
ii) That the directors had 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 at the end of the financial year viz. 31st
March 2013 and of the profit or loss of the Company for the year ended
on that date.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO [SECTION 217 (1)(E)]
As required under Rule 2 of the Companies (Disclosure of particulars in
the report of Board of Directors) Rules, 1988 the particulars relating
to conservation of energy, technology absorption, foreign exchange
earnings and outgo are given in Annexure ''A'' and forming part of this
report.
SECRETARIAL COMPLIANCE REPORT
Your company has appointed M/s. Sanjay Doshi & Associates, Company
Secretaries, to certify the compliance of the Companies Act
requirements observed by us. A copy of their Certificate is attached.
COST AUDITORS
Pursuant to the provisions of section 233B of the Companies Act, 1956
and with the prior approval of Central Government, Mr. Girikrishna S
Maniar (Fellow Membership No. 8202), practicing Cost Accountant, had
been appointed to conduct audit of cost records of bulk drugs for the
financial year ended 31st March, 2013. The Cost Audit Reports would be
submitted to the Central Government within prescribed time.
The Cost Audit Reports for bulk drugs for the year ended 31st March,
2012 were filed with the Central Government on 10/01/2013.
AUDITORS
M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No.
106512W), the Statutory Auditors of the Company retire at this Annual
General Meeting and are eligible for the reappointment as Auditors of
the company to hold the office from the date of this Annual General
Meeting until the conclusion of the next Annual General Meeting. The
Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of
the company. A certificate has been received from the Auditors to the
effect that their reappointment, if made, would be within the
prescribed limits u/s. 224 (1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from our bankers, employees,
auditors and consultants during the period under review. The Directors
sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels. The Directors also
place on record their gratitude to the Members for their continued
support and confidence.
By Order of the Board
Sd/-
J. P. SHAH
Chairman
Registered Office:
3-A, Shivsagar Estate,
Dr. Annie Besant Road,
Worli, Mumbai - 400 018
Place: Mumbai
Date: 24th May 2013
Mar 31, 2012
The directors have pleasure in placing before you the 52nd Annual
Report of the Company along with the Accounts for the year ended 31st
March, 2012:
FINANCIAL HIGHLIGHTS
(Rs in Lakhs)
ACCOUNTING YEAR 2011-12 2010-11
Revenue from Operations 22609 17643
Other Income 299 266
Profit before finance cost, depreciation and tax 1987 1884
Finance cost 50 22
Depreciation 132 111
Provision for tax (net) 520 522
Profit after tax 1285 1229
Profit and Loss Account balance B/f 1130 877
Income Tax adjustment of earlier years 36 9
Profit available for Appropriation 2451 2115
Transfer to General Reserve 500 500
Proposed Dividend 459 418
Tax on Dividend 75 67
Balance carried to the Balance Sheet 1417 1130
DIVIDEND
For the year under review, the Directors have recommended a Dividend of
Rs 5.50 per share i.e. @ 110% (Rs 5.00 per share i.e. @ 100% for the
previous year) on Equity Shares of face value of Rs 5/- each of the
company. The total gross dividend outgo shall be Rs 533.88 lakhs as
compared to Rs 485.34 lakhs during the previous year.
OPERATIONS
The revenue and operation income for the year ended 31st March, 2012
amounted to Rs 22609.43 lakhs as against Rs 17643.07 lakhs for the
previous year. Thus the turnover of the company has increased by about
28.15% as compared to last year's turnover.
During the year 2011-12 profit before tax as compared to last year has
increased by 3.10% from Rs 1750.77 lakhs to Rs 1805.00 lakhs and profit
after tax has increased by 4.53% from Rs 1228.96 lakhs to Rs 1284.61
lakhs.
EXPORTS
Exports for the year ended 31st March, 2012 have increased by about
46.15% from Rs 7028.29 lakhs to Rs 10271.76 lakhs.
CURRENT OUTLOOK
The second phase of a new plant for manufacture of drug intermediates
shall be ready for commissioning by July 2012. The Company expects to
achieve better value addition and also profitability when this plant
becomes operational.
R & D LABORATORY
In the month of April 2012, the Company has acquired all assets of a
"State of Art" Research & Development Labaoratory which was being
run by a Spanish Company. This Laboratory is situated in Navi Mumbai
and is already functional.
DIRECTORS
Mr. Ashwin C. Shroff, Mr. Arun L. Todarwal and Mr. Jayantilal P. Shah
retire by rotation at the forthcoming Annual General Meeting and being
eligible have offered themselves for re-appointment.
LISTING ON THE STOCK EXCHANGES
The Company's shares are listed with Bombay Stock Exchange Ltd. and
the Company has paid the necessary listing fees for the Financial Year
2012-13.
FIXED DEPOSITS
The Company has not accepted or renewed any Fixed Deposits within the
meaning of Section 58-A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies
Act,1956, read with the Companies (Particulars of Employees) Rules,1975
as amended, the names and other particulars of the employees are set
out in the annexure to the Directors' Report.
However, having regard to the provisions of Section 219(1)(b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all members of the Company and others entitled thereto.
Any member interested in obtaining such particulars may write to the
Company at the registered office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the annual accounts
for the year ended 31st March, 2012 -
i) The applicable accounting standards have been followed along with
proper explanations relating to material departures, if any.
ii) That the directors had 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 at the end of the financial year viz. 31st
March, 2012 and of the profit or loss of the Company for the year ended
on that date.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO {Section 217 (1)(e)}
As required under Rule 2 of the Companies (Disclosure of Particulars in
the report of Board of Directors) Rules, 1988 the particulars relating
to conservation of energy, technology absorption, foreign exchange
earnings and outgo are given in Annexure 'A' and forming part of
this report.
SECRETARIAL COMPLIANCE REPORT
Your company has appointed M/s. Sanjay Doshi & Associates, Company
Secretaries, to certify the compliance of the Companies Act
requirements observed by us. A copy of their Certificate is attached.
AUDITORS
M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No.
106512W), the Statutory Auditors of the Company retire at this Annual
General Meeting and are eligible for the re-appointment as Auditors of
the company to hold the office from the date of this Annual General
Meeting until the conclusion of the next Annual General Meeting. The
Directors recommend re-appointing M/s. S. I. Mogul & Co., as auditors
of the company. A certificate has been received from the Auditors to
the effect that their re-appointment, if made, would be within the
prescribed limits u/s. 224 (1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from our bankers, employees,
auditors and consultants during the period under review. The Directors
sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels. The Directors also
place on record their gratitude to the Members for their continued
support and confidence.
By Order of the Board
Sd/-
J.P. Shah
Chairman
Place: Mumbai
Date: 30 th May 2012
Registered Office:
3-A, Shiv Sagar Estate,
Dr. Annie Besant Road,
Worli, Mumbai - 400 018
Mar 31, 2011
The Members,
The directors have pleasure in placing before you the 51 st Annual
Report of the Company along with the Accounts for the year ended 31st
March, 2011:
FINANCIAL HIGHLIGHTS
(Rupees in Lakhs)
Accounting Year 2010-2011 2009-2010
Sales 17554 16457
Other Income 350 866
Profit before interest, depreciation
and taxation 1875 1881
Interest 13 11
Depreciation 111 116
Provision for taxation (net) 513 469
Profit after tax 1238 1285
Profit and Loss Account balance B/f 877 418
Profit available for Appropriation 2115 1703
Transfer to General Reserve 500 500
Proposed Dividend 418 279
Tax on Dividend 67 47
Balance carried to the Balance Sheet 1130 877
DIVIDEND
For the year under review, the Directors have recommended a Dividend of
Rs. 5.00 per share i.e. @ 100% (Rs. 10.00 per share i.e. @ 200% for the
previous year) on Equity Shares of face value of Rs. 5/- each of the
company. The total dividend outgo shall be Rs. 417.60 lakhs as compared
to Rs. 278.40 lakhs during the previous year.
OPERATIONS
The sales and operating income for the year ended 31st March, 2011
amounted to Rs. 17,553.74 lakhs as against Rs. 16,457.22 lakhs for the
previous year. Thus the turnover of the company has increased by about
6.66% as compared to last year's turnover.
During the year 2010-11 profit before tax as compared to last year has
declined by 0.16% from Rs. 1,753.52 lakhs to Rs. 1750.77 lakhs and
profit after tax has decreased by 2.05% from Rs. 1,254.66 lakhs to Rs.
1,228.96 lakhs.
EXPORTS
Exports for the year ended 31 st March, 2011 have increased by about
11.31 % from Rs. 6,313.88 lakhs to Rs. 7,028.29 lakhs.
CURRENT OUTLOOK
The company has planned to achieve a sales turnover of Rs. 233.00
crores during the current year.
The erection of a new plant for manufacture of drug intermediates, was
completed during the year under review and it was commissioned towards
end of February, 2011. Due to operation of this plant, the Company
expects to achieve much higher value addition and also higher
profitability.
Currently, the Company has undertaken renovation of an old plant to
meet the current GMP standards. This is expected to be completed and
commissioned by January 2012 and will provide much flexibility to
production operations and help better utilize the production capacity.
Since, further expansion on the existing plot of land at Tarapur will
not be possible, therefore the Company is looking out to acquire
another plot of land in the same Industrial Area.
DIRECTORS
Mr. Lalitkumar R Shah, Mr. Dilip G. Shah and Mr. Jasvantlal G. Shah
retire by rotation at the forthcoming Annual General Meeting and being
eligible have offered themselves for re-appointment.
LISTING ON THE STOCK EXCHANGES
The Company's shares are listed with Bombay Stock Exchange Ltd. and the
Company has paid the necessary listing fees for the Financial Year,
2011-12.
FIXED DEPOSITS
The Company has not accepted or renewed any Fixed Deposits within the
meaning of Section 58-A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors' Report.
However, having regard to the provisions of Section 219(1)(b)(iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all members of the Company and others entitled thereto.
Any member interested in obtaining such particulars may write to the
Company at the registered office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the annual accounts
for the year ended 31st March, 2011 :-
i) The applicable accounting standards have been followed along with
proper explanations relating to material departures, if any.
ii) That the directors had 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 at the end of the financial year viz. 31 st
March, 2011 and of the profit or loss of the Company for the year ended
on that date.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO [Section 217 (1)(e)]
As required under Rule 2 of the Companies (Disclosure of Particulars in
the report of Board of Directors) Rules, 1988 the particulars relating
to conservation of energy, technology absorption, foreign exchange
earnings and outgo are given in Annexure 'A' and forming part of this
report.
SECRETARIAL COMPLIANCE REPORT
Your company has appointed M/s. Sanjay Doshi & Associates, Company
Secretaries, to certify the compliance of the Companies Act
requirements observed by us. A copy of their Certificate is attached.
AUDITORS
M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No.
106512W), the Statutory Auditors of the Company retire at this Annual
General Meeting and are eligible for the re-appointment as Auditors of
the company to hold the office from the date of this Annual General
Meeting until the conclusion of the next Annual General Meeting. The
Directors recommend re-appointing M/s. S. I. Mogul & Co., as auditors
of the company. A certificate has been received from the Auditors to
the effect that their re-appointment, if made, would be within the
prescribed limits u/s. 224 (1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from our bankers, employees,
auditors and consultants during the period under review. The Directors
sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels. The Directors also
place on record their gratitude to the Members for their continued
support and confidence.
By Order of the Board
Sd/-
J. P. Shah
Chairman
Registered Office:
3-A, Shivsagar Estate,
Dr. Annie Besant Road,
Worli, Mumbai - 400 018
Place: Mumbai
Date: 5th August, 2011
Mar 31, 2010
The directors have pleasure in placing before you the 50th Annual
Report of the Company along with the Accounts for the year ended 31st
March, 2010:
FINANCIAL HIGHLIGHTS
(Rupees in Lakhs)
Accounting Year 2009-2010 2008-2009
Sales 16457 12051
Other Income 866 175
Profit before interest, depreciation and
taxation 1881 1520
Interest 11 83
Depreciation 116 112
Provision for taxation (net) 469 425
Profit after tax 1285 900
Profit and Loss Account balance B/f 418 342
Profit available for Appropriation 1703 1242
Transfer to General Reserve 500 450
Proposed Dividend/Interim Dividend 279 320
Tax on Dividend 47 54
Balance carried to the Balance Sheet 877 418
DIVIDEND
Yours Directors recommend that the Interim Dividend of Rs. 10/- per
share of face value of Rs. 5/- (200%) declared on 29th January, 2010 is
to be treated as the final Dividend for the year ended 31st March,
2010.
BONUS SHARES
On the occasion of the Golden Jubilee Year of the Company, your
Directors are pleased to propose issue of Bonus Shares in the ratio
1:2, thus capitalizing a sum of Rs. 2,78,40,000/- out of General
Reserve.
OPERATIONS
The sales and operating income for the year ended 31st March, 2010
amounted to Rs. 16,457.22 lakhs as against Rs. 12,051.35 lakhs for the
previous year. Thus the turnover of the company has increased by about
36.55% as compared to last years turnover.
During the year 2009-10 profit before tax as compared to last year has
increased by 32.29% from Rs. 1,325.48 lakhs to Rs. 1,753.52 lakhs and
profit after tax has increased by 43.94% from Rs. 871.63 lakhs to Rs.
1,254.66 lakhs.
EXPORTS
Exports for the year ended 31 st March, 2010 have increased by about
11.92% from Rs. 5,641.13 lakhs to Rs. 6,313.88 lakhs.
CURRENT OUTLOOK
The company expects to maintain the tempo of growth during the current
year as well, and may achieve record sales and net profit.
DIRECTORS
Mr. Ashwin Shroff was appointed as an Additional Director on the Board
with effect from October 30,2009. Mr. Ashwin Shroff holds office as a
Director upto the date of the ensuing Annual General Meeting of the
Company, a notice in writing under Section 257 of the Companies Act,
1956 has been received by the Company to appoint Ashwin Shroff as a
Director of the Company.
Mr. Jayantilal P. Shah and Mr. Bharat N. Shah retire by rotation at the
forthcoming Annual General Meeting and being eligible have offered
himself for re-appointment.
LISTING ON THE STOCK EXCHANGES
The Companys shares are listed with Bombay Stock Exchange Ltd. and the
Company has paid the necessary listing fees for the Financial Year
2010-11.
FIXED DEPOSITS
The Company has not accepted or renewed any Fixed Deposits within the
meaning of Section 58-A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors Report. However, having regard to the
provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to all members of the
Company and others entitled thereto. Any member interested in obtaining
such particulars may write to the Company at the registered office of
the Company.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the annual accounts
for the year ended 31st March, 2010:-
i) The applicable accounting standards have been followed along with
proper explanations relating to material departures, if any.
ii) That the directors had 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 at the end of the financial year viz. 31st
March, 2010 and of the profit or loss of the Company for the year ended
on that date.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO {SECTION 217 (1)(E)}
As required under Rule 2 of the Companies (Disclosure of Particulars in
the report of Board of Directors) Rules, 1988 the particulars relating
to conservation of energy, technology absorption, foreign exchange
earnings and outgo are given in Annexure A and forming part of this
report.
SECRETARIAL COMPLIANCE REPORT
Your company has appointed M/s. Sanjay Doshi & Associates, Company
Secretaries, to certify the compliance of the Companies Act
requirements observed by us. A copy of their Certificate is attached.
AUDITORS
M/s. S. I. Mogul & Co., Chartered Accountants, the Statutory Auditors
of the Company retire at this Annual General Meeting and are eligible
for the re-appointment as Auditors of the company to hold the office
from the date of this Annual General Meeting until the conclusion of
the next Annual General Meeting. The Directors recommend reappointing
M/s. S. I. Mogul & Co., as auditors of the company. A certificate has
been received from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits u/s. 224
(1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from our bankers, employees,
auditors and consultants during the period under review. The Directors
sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels. The Directors also
place on record their gratitude to the Members for their continued
support and confidence.
By Order of the Board
Sd/-
J. P. SHAH
Chairman
Registered Office:
3-A, Shiv Sagar Estate,
Dr. Annie Besant Road,
Worli, Mumbai-400 018
Place: Mumbai.
Date: 6th August, 2010