Mar 31, 2018
Director''s Report
To the Members,
The Directors are pleased to present the 31st Annual Report and the Audited Statements of Account for the year ended 31 March 2018.
Performance of the Company and State of Company''s Affairs
The Company''s financial performance, for the year ended 31 March 2018 as per Ind AS is summarized below:
INR in Crs |
||||
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from Operations incl. Other Income |
277.08 |
315.16 |
2824.48 |
2718.36 |
Profit/ (Loss) before Interest, Depreciation, Tax and Exceptional Items |
13.38 |
2.65 |
191.52 |
226.98 |
Profit/ (Loss) before Tax |
(100.58) |
(56.38) |
(207.21) |
(56.06) |
Tax Expense (incl. Deferred Tax) |
(20.64) |
9.55 |
(8.10) |
23.74 |
Profit/ (Loss) for the year from continuing Operations |
(79.94) |
(65.93) |
(201.14) |
(84.54) |
Non-controlling Interest |
â |
â |
2.03 |
4.73 |
Profit/ (Loss) for the year |
(79.94) |
(65.93) |
(199.11) |
(79.81) |
Please refer Management Discussion & Analysis dealing with the State of Company''s Affairs, at length.
Extract of Annual Return
The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure "Aâ to this report.
Number of Meetings of the Board
During the Financial Year 2017-18, Seven (7) Board Meetings were held, details of which are given in the Corporate Governance Report section.
Directors'' Responsibility Statement
Pursuant to the requirement under the Section 134(5) of the Companies Act 2013, with respect to the Directors''
Responsibility Statement, it is hereby confirmed that:
a. in the preparation of the annual accounts for the financial year ended 31 March 2018, the applicable accounting standards had been followed and there are no material deviations from the same;
b. 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 as at 31 March 2018 and of the loss of the Company for the year ended on that date;
c. 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;
d. the accounts for the financial year ended 31 March 2018 have been prepared on a ''going concern'' basis;
e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
f. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
Particulars of Loans, Guarantees and Investments under section 186 of the Companies Act, 2013
Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans/guarantees are primarily granted for the furtherance of business of the borrowing companies.
Contracts and Arrangements with Related Parties
During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All contracts/ arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on an arm''s length basis. Such transactions form part of the notes to the financial statements provided in this Annual Report. Accordingly, the disclosure of RPTs as required under the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.bilcare.com.
Dividend
In the absence of profits, the Directors are not recommending any Dividend for the financial year ended 31 March 2018.
Share Capital
The paid-up Equity Share Capital as on 31 March 2018 stood at INR 235,452,310. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31 March 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
Material Changes and Commitments, if any, affecting the financial position of the Company
No material changes and commitments affecting the financial position of the Company have occurred from the end of the financial year 2017-18 till the date of this report. Further there was no change in the nature of business of the Company.
Conservation of Energy, Technology Absorption and Foreign exchange earnings & outgo
A. Conservation of Energy
I. Steps taken for Conservation of Energy:
- Bilcare Focused on Energy conservation projects and successfully implemented as follows:
- The effort to maintain the electrical power factor to unity was sustained and this has resulted in savings of Rs. 42.42 Lacs per annum with Nil capital investment.
- Using of cooling towers instead of chillers during the winter season has given a saving in electricity consumption of ''. 10 Lacs.
- The replacement of LED lighting has resulted in a saving of ''. 4.00 Lacs.
- Optimization of air compressor system by relaying the piping layout, air receivers and arresting air leakages at various places has resulted in a saving of '' 9.72 Lacs.
II. The Capital investment on energy conservation equipment:
Air Compressor = '' 20 Lacs Process Chiller='' 13 Lacs
B. Technology Absorption, Adaptation and Innovation
Bilcare continued its innovations with R&D activities and was not only able to cater to breakthrough solutions but also added newer dimensions to existing offerings in converting the superior process capability achieved in terms of cost effectiveness. The efforts made towards technology absorption include:
- Bilcare has developed Polyolefin based Venus that will have excellent draw ability which will help in reducing surface area to form cavity visa ve the conventional CFB. This achievement will help to reduce material consumption at customer end by which customer will get benefit on his purchasing. Bilcare has been evaluating this concept at their laboratories vigorously and having a confident in rolling this product shortly.
- Bilcare has developed aqua based lidding foil which is acting as ecofriendly lidding material and it is under stability at various customers.
- Bilcare has developed and established extra high barrier thermoforming film that suits the requirements of imported thermoform fill & seal equipment. This film is being used for packing Oncology formulations, material is under stability at one of the leading customer''s end.
- Special lidding foil is developed to pack Oncological formulation and it is under stability.
- Bilcare has developed high barrier suppository film which ran satisfactorily on specially designed equipment. This product has been established and commercialized.
- Bilcare has successfully developed and commercialized high thickness polyester based high barrier film for healthcare packaging for Europe.
- Bilcare developed PVDC based pouches for high reactive ointment formulations.
- Bilcare developed in-house process to make Patina films more robust.
- Bilcare has developed OPS based composite films for special requirement of machinery that packs oral dosages. Material is under stability at customer end.
- Bilcare has developed overt ant counterfeit solutions as next generation step to the existing overtanticounterfeit solution and commercialized successfully to keep away spurious packaging.
- Bilcare has customized watermark technology in CFB for one of the leading pharmaceutical companies for their prestigious brand.
- Bilcare has developed and commercialized Protect with gold appearance for Alkem''s one of the leading brand.
- Bilcare successfully commercialized laminate using ionomer based film for packaging of temperature sensitive pharmaceutical formulations which requires sealing at lower temperature.
- Bilcare is working with one of the biggest brand of MNC to replace conventional lidding material to CRSF lidding material, extensive trials have been completed successfully.
- Bilcare developed in-house pneumatic based stirrer for uniform mixing of ink/ overprint.
During the financial year, the company filed 2 new Patentapplication related to its innovative products.
Expenditure on Research & Development
Particulars |
Rs,. in Crores |
Capital |
- |
Recurring |
1.41 |
Total |
1.41 |
R&D expenditure as a percentage of total turnover |
0.51% |
On a consolidated basis total R&D expenditure as a percentage of consolidated turnover is 0.05% |
Foreign Exchange Earnings & Outgo
Rs,. in Crores |
|
Foreign exchange earned |
73.84 |
Foreign exchange outgo |
23.49 |
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy), which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link: www.bilcare.com. The Annual Report on CSR activities is annexed herewith marked as Annexure "Bâ.
Audit Committee
The audit committee comprises of Mr. Avinash S. Joshi (Chairman of the Committee), Mr. Surendranath Gupte and Mr. Mohan H. Bhandari as members. All the recommendations made by the committee were accepted by the Board.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ), the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.
Independent Directors'' Meeting
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and SEBI Listing Regulations, a meeting of the Independent Directors of the Company was held on 13 February 2018, without the attendance of Non- Independent Directors and Members of the Management.
Details of Directors & Key Managerial Personnel
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under SEBI Listing Regulations.
As required under SEBI Listing Regulations, the information on the particulars of Directors proposed for appointment/ re-appointment has been given in the Report on Corporate Governance.
Information about Subsidiary/JV/ Associate Company
During the year, five new wholly owned subsidiaries were formed as under -
1. Bilcare Research PPI Holding GmbH, Germany
2. Bilcare Research SFS Holding GmbH, Germany
3. Bilcare Research PPI GmbH & Co. KG, Germany
4. Bilcare Research SFS GmbH & Co. KG, Germany and
5. Bilcare Research (Shanghai) Co., Ltd., China
Pursuant to the creditors resolution, Bilcare Packaging Limited (BPL) a wholly owned subsidiary went under liquidation on 15th March 2018. As a part of the liquidation process, the liquidator has determined USD 5 payable to the Company as liquidation proceeds post the creditors settlements.
Consolidated Financial Statements of the Company are inclusive of the results of the said subsidiaries. Further, a statement containing the particulars for each of the subsidiaries is also enclosed. Copies of annual accounts and related information of all the subsidiaries can also be sought by any member of the Company or its subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company. The annual accounts of the subsidiary companies are also available for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The
Company has Four (4) wholly owned subsidiaries viz. Bilcare Mauritius Ltd., Mauritius, Bilcare Technologies Singapore Pte. Ltd., Singapore, Bilcare GCS Limited, UK and Bilcare GCS Inc., USA. Some of these subsidiaries in turn have their respective step down subsidiaries.
A statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is presented in a separate section forming part of the financial statement. The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website at www.bilcare.com.
Deposits
Given below are the details of deposits, covered under Chapter V of the Companies Act, 2013:
i. Deposits accepted/renewed during the year: ''. 28.49 Crs
ii. Deposits remaining unpaid or unclaimed as at the end of the year: ''. 101.85 Crs.
iii. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved :
a. At the beginning of the year: Nil
b. Maximum during the year: Nil
c. At the end of the year: Nil
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Vigil Mechanism
The Company has in place Whistle Blower Policy, wherein the Employees/ Directors/ Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company''s Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy may be accessed on the Company''s website at www.bilcare.com
Corporate Governance
A report on Corporate
Governance is given in this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
Auditors
Internal Auditors
The Internal Auditors, M/s. V.S. Rawat & Co., Chartered Accountants, Pune have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by Statutory Auditors and the Audit Committee.
Statutory Auditors
M/s. M G M & Company, Chartered Accountants are the Statutory Auditors of the Company.
The observations and comments given by the Statutory Auditors in their report read together with notes thereon are self-explanatory.
Cost Auditors
At the 30th Annual General Meeting (AGM) held on 29 September 2017, M/s. Parkhi Limaye & Co., Cost Accountants (Firm Registration No: 000191) were appointed as Cost Auditors of the Company for the financial year 2017-18 for conducting cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.
The Cost Audit Report under The Companies (Cost Audit Report) Rules, 2011 for the year 2016-17 was duly filed with the Ministry of Corporate Affairs on 24th October 2017.
Secretarial Auditor
The Board has appointed M/s. Shekhar Ghatpande & Co, Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31 March 2018 is annexed herewith marked as Annexure "Câ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Particulars of Employees & Related Disclosures
In terms of the provisions of Section 197(12) of the Companies Act (herein referred as Act), read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of the Annual Report. However, as per the provisions of Section 136(1) of the Act, the Report and Accounts are being sent to the members, excluding the aforesaid information. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company during working hours up to the date of the Annual General Meeting.
For the financial year ended 31 March 2018, the compliance report is provided in the Corporate Governance section of this Annual Report. The Auditors'' Certificate on compliance with the mandatory recommendations of the committee is annexed to this report.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries, except for professional services rendered from time to time
Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace.
Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
We thank our domestic and international customers, vendors, investors, banking community, investment bankers and rating agencies for their continued support during the year.
Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels worldwide.
We thank the Governments of various countries where we have our operations and also thank Central Government, various State Governments and other Government agencies for their positive co-operation and look forward to their continued support in future. Finally, we wish to express our gratitude to the members and shareholders for their trust and support.
For and on behalf of the Board of Directors
Mohan H. Bhandari
Chairman & Managing Director
Pune: 30 May 2018
Mar 31, 2016
To the Members,
The Directors are pleased to present the 29th Annual Report and the Audited Statements of Account for the year ended 31 March 2016.
Performance of the Company
The Company''s financial performance, for the year ended 31 March 2016 is summarized below:
INR in Crs |
||
2015-16 |
2014-15 |
|
Sales and Other Income |
257.45 |
335.60 |
Profit / (Loss) before tax |
(175.46) |
(212.07) |
Profit / (Loss) after tax |
(147.87) |
(183.68) |
Balance in profit & loss account |
(133.69) |
14.19 |
State of Company''s Affairs
Please refer Management Discussion & Analysis dealing with the State of Company''s Affairs, at length.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.
These consolidated financial statements provide financial information about the Company and its subsidiaries as a single economic entity and form part of this Annual Report. For the year ended 31 March 2016, the consolidated revenue stood at INR 2,603 Crs against INR 2,737.88 Crs of previous year.
Extract of Annual Return
The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure "A" to this report.
Number of Meetings of the Board
During the Financial Year 2015-16, Six (6) Board Meetings were held, details of which are given in the Corporate Governance Report section.
Directors'' Responsibility Statement
Pursuant to the requirement under the Section 134(5) of the Companies Act 2013, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:
a. in the preparation of the annual accounts for the financial year ended
31 March 2016, the applicable accounting standards had been followed and there are no material deviations from the same;
b. 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 as at 31 March 2016 and of the loss of the Company for the year ended on that date;
c. 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;
d. the accounts for the financial year ended 31 March 2016 have been prepared on a ''going concern'' basis;
e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
f. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
Particulars of Loans, Guarantees and Investments under section 186 of the Companies Act, 2013
Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans/guarantees are primarily granted for the furtherance of business of the borrowing companies.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on an arm''s length basis. Such transactions form part of the notes to the financial statements provided in this Annual Report.
During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.bilcare.com.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure "B" to this report.
Dividend
In the absence of profits, the Directors are not recommending any Dividend for the financial year ended 31 March 2016.
Share Capital
The paid-up Equity Share Capital as on 31 March 2016 stood at INR 235,452,310. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31 March 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
Material Changes and Commitments, if any, affecting the financial position of the Company
No material changes and commitments affecting the financial position of the Company have occurred from the end of the financial year 2015-16 till the date of this report. Further there was no change in the nature of business of the Company.
Conservation of Energy, Technology Absorption and Foreign exchange earnings & outgo
A. Conservation of Energy
i. Steps taken for Conservation of Energy:
- The effort to maintain the electrical power factor to unity was sustained and this has resulted in savings of Rs.39.90 lacs per annum (Apr 15-Mar 16).
- Optimization of 105TR and 100TR chilling system and using cooling towers instead of chillers during the winter season has given a saving of Rs.4.80 Lacs and Rs.8.00 Lacs respectively in terms of electricity consumption.
ii. The Capital investment on energy conservation equipment:
No major investment was made during this financial year.
B. Technology Absorption, Adaptation and Innovation
Bilcare''s R&D activities are ongoing and some of the benefits derived as a result of the R&D efforts not only comprise newer innovative products and technologies but also has yielded significant improvement in existing products and realization of cost reduction measures in the manufacturing processes as under:
- Developed and established overt UV ink with reverse printing anti-counterfeit features in Alu-Alu product
- Developed suppository film locally and ran successfully on the imported machine at one of the customers. Commercial order received for the same.
- Developed packaging film supplied for the stability study of the opthalmic tablet for one of the reputed customers.
- Developed process for Bilcare patina using state of the art duplex lamination machine which is installed recently.
- Developed process of making Paper/Foil lamination and then heat seal lacquer coating in one pass on state of the art triplex machine.
Benefits derived:
- Improved version of Bilcare Armour having cost effective solution and properties are
comparable, with conventionally available and expensive material.
- Developed and commercialized solvent based offline primer system for PVDC coating which results in sparing the additional free capacity for PVDC coating machine without compromising the quality.
During the financial year, the company filed 2 new Patent applications related to its innovative products and technologies and 1 Patent applied earlier was granted.
Expenditure on Research & Development
Particulars |
Rs.in Crores |
Capital |
â |
Recurring |
1.34 |
Total |
1.34 |
R&D expenditure as a percentage of total turnover |
0.52% |
On a consolidated basis total R&D expenditure as a percentage of consolidated turnover is 0.05% |
C. Foreign Exchange Earnings & Outgo
Rs.in Crores |
|
Foreign exchange earned |
108.50 |
Foreign exchange outgo |
144.64 |
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility and Governance Committee (CSR &G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy), which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link: www.bilcare.com. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.
The Annual Report on CSR activities is annexed herewith marked as Annexure "C".
Audit Committee
The audit committee comprises of Mr. Avinash S. Joshi (Chairman), Mr. Rajendra B. Tapadia, Mr. Mohan H. Bhandari as members. All the recommendations made by the committee were accepted by the Board.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.
Independent Directors'' Meeting
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and SEBI Listing Regulations, a meeting of the Independent Directors of the Company was held on 5 February 2016, without the attendance of Non Independent Directors and Members of the Management.
Details of Directors & Key Managerial Personnel
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under SEBI Listing Regulations.
As required under SEBI Listing Regulations, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the Report on Corporate Governance.
Information about Subsidiary/JV/ Associate Company
During the year, two new wholly owned subsidiaries were formed viz. Bilcare GCS Limited, UK, Bilcare GCS Inc., USA. Bilcare Singapore Pte. Ltd. (BSPL) has been under judicial Management appointed by the Court in Singapore. The Judicial Managers formulated the Scheme of Arrangement with the BSPL creditors, by which there was an asset & business sale of BSPL and the amount received as consideration for such sale was distributed among creditors of BSPL.
As a part of this Scheme of Arrangement, all step-down subsidiaries of BSPL were transferred to Bilcare Packaging Limited, on September 2, 2015 for a consideration of SGD 1 each. Subsequently during the year these subsidiaries were closed and Bilcare Technologies Singapore Pte. Ltd. (BSTPL) was transferred to Bilcare Limited for a sale consideration of SGD 1 to become a directly owned subsidiary of Bilcare Limited.
Consolidated Financial Statements of the Company are inclusive of the results of the said subsidiaries. Further, a statement containing the particulars for each of the subsidiaries is also enclosed. Copies of annual accounts and related information of all the subsidiaries can also be sought by any member of the Company or its subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company. The annual accounts of the subsidiary companies are also available for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Company has Six (6) wholly owned subsidiaries viz. Bilcare Mauritius Ltd., Mauritius, Bilcare Packaging Limited, Mauritius, Bilcare Singapore Pte. Ltd., Singapore, Bilcare Technologies Singapore Pte. Ltd., Singapore, Bilcare GCS Limited, UK and Bilcare GCS Inc., USA. Some of these subsidiaries in turn have their respective step down subsidiaries.
A statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is presented in a separate section forming part of the financial statement. The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website at www.bilcare.com.
Deposits
Given below are the details of deposits, covered under Chapter V of the Companies Act, 2013:
i. Deposits accepted during the year: Nil
ii. Deposits remaining unpaid or unclaimed as at the end of the year: Rs.41,30,000/-
iii. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: The Company has obtained an order from the Honourable Company Law Board (CLB) for making payments on a deferred schedule. Hence there are no defaults in the deposits as stated below:
a. At the beginning of the year: Nil
b. Maximum during the year: Nil
c. At the end of the year: Nil
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Vigil Mechanism
The Company has in place Whistle Blower Policy, wherein the Employees/ Directors/ Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company''s Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy may be accessed on the Company''s website at www.bilcare.com
Corporate Governance
A report on Corporate Governance is given in this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
Auditors
Internal Auditors
The Internal Auditors, M/s. V.S. Rawat & Co.,
Chartered Accountants, Pune have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by Statutory Auditors and the Audit Committee.
Statutory Auditors
At the Annual General Meeting held on 30 September 2014, M/s. R. L. Rathi & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. R. L. Rathi & Co., Chartered Accountants as Statutory Auditors of the Company, will be placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if their appointment if ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The observations and comments given by the Statutory Auditors in their report read together with notes thereon are self-explanatory and hence, do not call for any further comments.
Cost Auditors
The Cost Audit Report under The Companies (Cost Audit Report) Rules, 2011 for the year 2014-15 was duly filed with the Ministry of Corporate Affairs on 27 October 2015.
Secretarial Auditor
The Board has appointed M/s. Shekhar Ghatpande & Co, Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31 March 2016 is annexed herewith marked as Annexure "D" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Particulars of Employees & Related Disclosures
In terms of the provisions of Section 197(12) of the Companies Act (herein referred as Act), read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of the Annual Report. However, as per the provisions of Section 136(1) of the Act, the Report and Accounts are being sent to the members, excluding the aforesaid information. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company during working hours up to the date of the Annual General Meeting.
For the financial year ended 31 March 2016, the compliance report is provided in the Corporate Governance section of this Annual Report. The Auditors'' Certificate on compliance with the mandatory recommendations of the committee is annexed to this report.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
3. Neither the Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace.
Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
We thank our domestic and international customers, vendors, investors, banking community, investment bankers and rating agencies for their continued support during the year.
Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels worldwide.
We thank the Governments of various countries where we have our operations and also thank Central Government, various State Governments and other Government agencies for their positive co-operation and look forward to their continued support in future. Finally, we wish to express our gratitude to the members and shareholders for their trust and support.
For and on behalf of the Board of Directors
Mohan H. Bhandari
Chairman & Managing Director
Pune: 30 May 2016
Mar 31, 2014
Dear Members,
The Director we are pleased to present the report on our business and operations for the financial year ended 31 March 2014.
Financials
The Company''s Standalone revenue for the year FY 2014 stood at Rs.
394.47 Crores as against Rs. 726.64 Crores of FY 2013. The decline is
mainly due to working capital shortage which resulted in a loss of
execution of the sales orders in hand.
Rs. in Crore
2013-14 2012-13
Sales and Other Income 394.47 726.64
Profit / (Loss) before tax (157.35) 37.74
Profit / (Loss) after tax (121.46) 6.58
Balance in profit & loss account 201.95 323.41
Being a Company having its major operations & revenues stream overseas,
the debt raised in India to support these operations, was at a
disadvantage both in terms of the interest rates as well as the tenure.
This resulted in a stress situation for the cash flows of India
standalone. The Company has already initiated the process of realigning
the entire structure to ensure optimum utilization of resources as well
as capital reorganization.
Dividend
In absence of profits, your Directors are unable to recommend Dividend
for the financial year ended 31 March 2014.
Fixed Deposit
Fixed deposits received from the shareholders and the public as on 31
March 2014 stood at Rs. 16,568.27 Lacs.
As on 31 March 2014, the Company has no overdue deposits other than the
unclaimed deposits of Rs. 11.64 Lacs.
Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to clause 32 of the
Listing Agreement and in accordance with the Accounting Standard AS-21
on Consolidated Financial Statements and AS-27 on Financial Reporting
of Interest in Joint Ventures are provided in the Annual Report.
These consolidated financial statements provide financial information
about the Company and its subsidiaries as a single economic entity and
form part of this Annual Report. For the year ended 31 March 2014, the
consolidated revenue stood at Rs. 3,075.65 Crores against Rs. 3,551.61
Crores of previous year.
Subsidiary Companies
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies. The Company has five
subsidiary companies, namely Bilcare Singapore Pte. Ltd., Singapore,
Bilcare Mauritius Ltd., Mauritius, Bilcare International (formerly
Nazilla Limited), Mauritius, Bilcare Packaging Limited, Mauritius and B
A Technologies Limited, India. Some of these subsidiaries in turn have
their respective step down subsidiaries.
Research & Development
Bilcare steadfastly maintained its commitment, dedication and focus on
significant investment of its time and resources in Research &
Development activities to create innovative and novel products,
processes and services. The primary objective was to strengthen the
innovation pipeline and innovative offerings addressing unmet and newer
challenges encountered by our customers. The activities also
encompassed customized development on existing intellectual property to
meet the specific needs and requirement of customers. All new
development activities were protected by encapsulating them with
intellectual property rights in key / potential business regions across
the world.
Future plan of action
With securitization and governance becoming the key requirement in all
sectors, Bilcare plans to strengthen the new approach of collaborating
with sector / region specific technical partners / associates in order
to enhance the ability of its products, processes, services and
technologies reach to a wider pool of sectors / regions. Bilcare will
also continue to invest time and resources in all the R&D activities
initiated to enable accomplish commercialization of these initiatives
and generate newer revenue streams. Bilcare will also continue to focus
on R&D initiatives in providing innovative packaging solutions for
ensuring that Bilcare sustains its leadership position and recognition
as the one stop shop for pharmaceutical segment which provides for all
aspects of packaging need
Expenditure on R & D Rs. in Crores
Capital -
Recurring 7.93
Total 7.93
R & D Expenditure as a
percentage of Total Turnover 2.01%
On a consolidated basis, total R&D expenditure as a percentage of
consolidated turnover is 0.64%.
Conservation of Energy and Technology
The quest for savings in electrical cost which is one of the key
components in the cost of the product has not stopped. The never tiring
team has once again contributed in maintaining the power factor to
unity. This consistent effort has contributed to a saving of Rs. 0.37cr
per annum on the annual electrical bill value in the year 2013-14.
As mentioned in the previous report we had initiated the use of FO
instead of LDO and achieved a savings of Rs. 0.28 cr from Sept 2013 to
March 2014. Due to financial constraints the project Regenerative
Thermal oxidizer (RTO) is postponed to financial year 2014-15.
In the financial year 2014-15,
1. It is proposed to upgrade the heating system of the foils coating
station. This will result in a savings of Rs. 0.25 cr per annum.
2. It is proposed to refine and recycle the used solvent which will
help us in procuring lesser quantity of fresh solvent. This project
will help us to save Rs. 0.12 cr per annum.
Technology Absorption, Adaptation and Innovation
Bilcare''s commitment of continued significant investments on R&D
activities has helped in sustaining the continuity of its innovation
pipeline with successful addition of newer products, processes services
and technologies to its innovation portfolio.
During the financial year, the company filed 21 Patent applications
related to its innovative products and technologies and were granted 2
Patents.
The company has also continued its focus on ensuring a sizeable portion
of its innovation activities on Technology absorption and adaptation
which has led to significant improvement in the processes and
manufacturing operations related to existing products which in turn has
resulted in better earnings on innovative products and remaining
competitive in generic products.
Directors
Dr. Praful Naik, Executive Director is retiring by rotation and being
eligible offer himself for re-appointment.
Pursuant to Sections 149 and 152 of the Companies Act, 2013 and in
terms of Clause 49 of the Listing Agreement, the Board of Directors
has, at its meeting held on 30 May 2014, appointed the existing
Independent Directors Mr. Rajendra Tapadia and Mr.Pawan G. Chandak as
Independent Directors for a term of 5 consecutive years with effect
from the date of ensuing Annual General Meeting, subject to approval of
shareholders. The requisite resolutions for approval of their
appointment as Independent Directors, are being proposed in the notice
of the ensuing Annual General Meeting for the approval of the members.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub- section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the information on the particulars of Directors proposed for
appointment/re-appointment has been given in the Report on Corporate
Governance.
Directors'' Responsibility Statement
Pursuant to the requirement under the Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that :
1. In the preparation of the annual accounts for the year ended 31
March 2014, the applicable accounting standards have been followed and
there are no material departures from the same.
2. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 2013-14 and of the loss
of the Company for the year ended on that date.
3. The Directors have 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.
4. The accounts for the financial year ended 31 March 2014 have been
prepared on a ''going concern'' basis.
Corporate Governance
A report on Corporate Governance is given in this Annual Report.
Auditors
M/s. R. L. Rathi & Co., Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment. The Company has received a letter from them to the
effect that their reappointment, if made, would be within the
prescribed limits under Section 139 of The Companies Act 2013 and the
conditions prescribed read with the Rule 4 of Companies (Audit and
Auditors) Rules, 2014 and that they are eligible for such appointment.
The observations and comments given by the Statutory Auditors in their
report read together with notes thereon are self- explanatory and
hence, do not call for any further comments under Section 217 of the
Companies Act, 1956.
Cost Auditors
The Cost Audit Report under The Companies (Cost Audit Report) Rules,
2011 for the year 2012-13 was duly filed with the Ministry of Corporate
Affairs on 27 September 2013.
The Central Government had approved appointment of M/s. Parkhi Limaye &
Co., Cost Accountants as Cost Auditors of the Company under Section
233B of the Companies Act, 1956 for the year 2013-14.
Statutory Disclosures
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Amendment
Rules, 2011 as amended, the names and other particulars of the
employees are set out in the Annexure to the Directors'' Report.
However, in terms of the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and the Accounts is being sent to all
Shareholders of the Company excluding the aforesaid Annexure. Any
Shareholder interested in obtaining a copy of said Annexure may write
to the Company Secretary at the Registered Office of the Company. The
statement is also available for inspection at the Registered Office,
during working hours upto the date of the Annual General meetng.
Particulars regarding technology absorption, conservation of energy and
foreign exchange earning and outgo required under section 217 (1) (e)
of the Companies Act, 1956 and Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 have been given in the
preceding paras.
For the FY 2014, the compliance report is provided in the Corporate
Governance section of this Annual Report. The Auditors'' Certificate on
compliance with the mandatory recommendations of the committee is
annexed to this report.
Acknowledgement
We thank our domestic and international customers, vendors, investors,
banking community, investment bankers, rating agencies and stock
exchanges for their continued support during the year.
We place on record our appreciation of the contribution made by the
employees at all levels worldwide. Our consistent growth was made
possible by their hard work, solidarity, commitment and unstinted
efforts.
We thank the Governments of various countries where we have our
operations and also thank Government of India and other government
agencies for their positive co-operation and look forward to their
continued support in future. Finally, we wish to express our gratitude
to the members and shareholders for their trust and support.
For and on behalf of the Board of Directors
Mohan H. Bhandari
Chairman and Managing Director
Place: Pune
Date : 30 May 2014
Mar 31, 2013
To the Members,
The are pleased to present the report on our business and operations for
the financial year ended 31 March 2013.
Financials
The Company''s Standalone revenue for the year FY 2013-stood at Rs. 727
Crores as against Rs. 759 Crores of FY 2012 due to break down of coating
line in India for a month amounting to loss of Rs. 75 Crores. There was
also severe shortage of working capital in India resulting to further
loss.
Rs. Crores
2012-13 2011-12
Sales and Other Income 726.64 758.86
Profit before tax 37.74 113.19
Profit after tax 6.58 74.75
Profit available for 323.41 332.30
appropriation
General Reserve -- 10.00
Dividend -- 4.71
Dividend Tax -- 0.76
Debenture Redemption
-- --
Reserve
Balance in profit & loss 323.41 316.83
account
Being a Company parented out of India, most of its debt is raised in
Indian currency, with relatively shorter tenure which is a big
disadvantage considering the current global business scenario. This has
resulted in severe stress on operations, cash flows and creditor''s
commitment delays. Meanwhile, as a corrective measure, Company has
initiated a comprehensive restructuring and financial consolidation
exercise.
Dividend
In absence of adequate profits, your Directors are unable to recommend
Dividend for the financial year ended 31 March 2013.
Fixed Deposit
Fixed deposits received from the shareholders and the public as on 31
March 2013 stood at Rs. 16,370.54 Lacs.
As on 31 March 2013, the Company has no overdue deposits other than the
unclaimed deposits of Rs. 12.79 Lacs.
Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to clause 32 of the
Listing Agreement and in accordance with the Accounting Standard AS-21
on Consolidated Financial Statements and AS-27 on Financial Reporting
of Interest in Joint Ventures, the audited Consolidated Financial
Statements are provided in the Annual Report.
These consolidated financial statements provide financial information
about the Company and its subsidiaries as a single economic entity and
form part of this Annual Report. For the year ended 31 March 2013, the
consolidated revenue stood at Rs. 3,547 Crores against Rs. 3,642 Crores of
previous year.
Subsidiary Companies
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies. The Company has four
subsidiary companies, namely Bilcare Singapore Pte. Ltd., Singapore,
Bilcare Mauritius Ltd., Mauritius, Bilcare International (formerly
Nazilla Limited), Mauritius and B A Technologies Limited, India. Some
of these subsidiaries in turn have their respective step down
subsidiaries. The Company also has a 50% joint venture in
International Labs, LLC, US.
Research & Development
Bilcare''s firm belief in long-term value creation from continual
investments in Research & Development has enabled the expansion of its
horizon of Innovation pipeline which has successfully yielded a rich
portfolio of newer products, process and services this year as well.
Bilcare continued investing significantly in R&D activities leading to
the creation of new innovations and also invested in protecting these
innovations through intellectual property rights in major regions of
the world for ensuring sustained business expansion and growth. Some of
the key R&D activities in TFY 2013 include:
- Newer packaging solutions for Active Pharmaceutical Ingredients
(APIs'')
- Development of innovative packaging materials viz. Venus Protect,
Printed Venus Protect.
- In-house development of PVC and Aclar lamination.
- In-house development of tri-laminate film comprising PVC, EVOH and
Aclar for Oxygen sensitive formulations.
- PVdC based high barrier films for highly sensitive formulations as
viable alternative to high cost barrier films for use in low value
pharmaceutical products.
- In-house development of Suppository films.
- Development of unique printed features on film substrates.
- Development of paper based extrusion laminates having surlyn as
sealant layer.
- Development of unique complexes based on co-extrusion process.
- Development of various complexes with unique printing features for
confectionary products.
- Stabilization and Scale up of image embedded transparent colored high
barrier composite as overt anti- counterfeit features for packaging of
multivitamin products.
- Development of various aluminum foil based complexes to pack ORS with
the help of special adhesive system.
- Development of robust Bilcare Protect-L with the help of special
adhesive and process.
Bilcare also continued focused research and development activities on
its path-breaking nonClonableIDÂ technologies. Some of the key
development activities accomplished include:
- Research and development activities on the project entitled
"Customized adaptation of nonClonableIDÂ technology to establish
authenticity of medical products approved by CSIR under its prestigious
New Millennium Indian Technology Leadership Initiative (NMITLI) program
comprising:
a. Core ncIDÂ chip adaptation design and development
b. ncIDÂ chip applicator system
c. Secure track and trace cum authentication application system
d. Securitization of developed IT architecture
e. BATS-PTAÂ track and trace mobile application
f. Medication compliance mobile application
g. Patient compliance and Doctor monitoring system
h. Project plan mapping
i. Quality management system
j. Touch reader adaptation design and development
k. System integration testing
- Successfully completed the design and development of secured track
and trace cum authentication management system for pharmaceutical
products manufactured for exports.
- Designed and developed "Secured fertilizer supply chain control and
direct to farmer subsidy management system".
- Design and development of Duty planning management system for the
Delhi Police for continued enhancement of the nonClonableIDÂ based
Secured Identity Management system which has been successfully
implemented for Delhi Police personnel.
- Designed and developed the "Secured Identification and Authorisation
solution for B.Twill jute bales".
- Initiated and completed the Design and development of the Build &
Operate Secured Exported Drugs Traceability
& Authentication System for Drugs Manufactured in and Exported from
India.
- Initiated the Design and development of the "Local Authentication
based NREGA Management Solution using ncIDÂTechnology" for ensuring
non- disruption of Activities in areas / regions with Poor and or No
Network Connectivity.
- Initiated the Design and Development of nonClonableIDÂ Technology for
Secured Smart card based solution for Targeted Public Distribution
Management System.
Bilcare Research and Development activities have remained focused on
innovative research solutions in both packaging materials and its
application to pharmaceutical formulations and this continues to be our
key growth factor. This has led to substantial growth in the materials
business arising from the conversion of conventional packaging to more
attractive and value added packaging solutions. The novel Bilcare
Optima service continues to generate newer alliances with global
pharmaceutical companies in not only the developing regions but also
the developed regions of the world resulting from the hugely successful
outcomes of the innovative and completely accurate fast- track study
results. These Research initiatives has enabled Bilcare not only to
continue generate future growth opportunities to keep the company ahead
of its global contemporary organizations but also gainfully leverage
the special relation with pharmaceutical industry across the globe and
continue accomplishing robust and sustainable business growth. Bilcare
also devoted significant time and resources on doing application
research initiatives on our path-breaking ncIDÂ technology to enable
create novel solutions which had immense value for not only the
pharmaceutical sectors but also in several key e-governance initiatives
of our country. Successful completion of development projects in the
ncIDÂ technology domain has resulted in significantly enhanced
confidence levels of pharma customers across the globe that now see
Bilcare as a complete solution provider. The development initiatives in
ncIDÂ technology also has resulted in significant interests from the
government sector for use of the ncIDÂ technology solution in
addressing the key challenges in securitization of critical
e-governance projects.
Benefits derived from R & D
- Venus Protect, Bilcare Printed Venus Protect submitted to the
customer for trial purpose and it is under study which can give the
customer anti counterfeit solution for highly sensitive formulation.
- Bilcare developed Suppository laminate is successfully running on the
machine in Asia-Pacific region. This kind of development is considered
as the first film development out of Europe that runs smoothly on
special kind of thermoformed, fill and seal machine for suppository
applications
- Bilcare developed printed PVdC composite helped the pharmaceutical
customer for the brand identity in the market for the non sensitive to
high sensitive products.
- Bilcare developed high barrier PVdC complexes are economical as
compare
to the existing complexes which are using for the highly sensitive
formulation.
- Bilcare developed laminates which are Surlyn based benefits the
customer to pack their temperature sensitive formulations at lower
temperature.
- Developed new anti-counterfeit concept for the pharma and non-pharma
sector for establishing distinct brand identity.
- Development of unique and complex print features for confectionary
business on their demand proves the first in its kind in the world with
the help of Flexographic printing techniques and we as Bilcare are
proud with this remarkable development.
- Aluminum/PVC based CR foils has been approved by European Regulatory
authority for pharmaceutical use.
- Successful completion of the design and development activities on the
ncID technology solution for CSIR - NMITLI project has now taken the
project into the last phase of field deployment.
- The secured track and trace cum authentication management system
developed has been commercially deployed for use in the tertiary and
secondary product packages by 7 pharmaceutical manufacturers who are
manufacturing pharmaceutical products for exports.
- Based on the developed solution, the Department of Fertilizers,
Ministry of Chemicals & Fertilizers, Government of India awarded a
pilot project to Telecommunications Consultants India Limited (TCIL), a
Government of India Enterprise under the Ministry of Communications &
IT, Government of India which has been successfully completed and a
detailed project completion report has been submitted to the Department
of Fertilizers by TCIL.
- Based on the developed solution, a commercial pilot project was
awarded to Bilcare by the National Jute Board (NJB) and the Directorate
General of Supplies and Disposals (DGS&D), Ministry of Commerce and
Industries, Government of India which has been successfully completed
and a detailed project completion report has been submitted which has
been acknowledged and accepted by NJB & DGS&D.
- Based on the developed solution, a detailed techno-commercial
proposal has been submitted by Telecommunications Consultants India
Limited (TCIL), a Government of India Enterprise under the Ministry of
Communications & IT, Government of India to the Ministry of Commerce
and Industries, Government of India for being the Nodal agency to Build
& Operate Secured Exported Drugs Traceability & Authentication System
for Drugs Manufactured in and Exported from India.
- Telecommunications Consultants India Limited (TCIL), a Government of
India Enterprise under the Ministry of Communications & IT, Government
of India has submitted a detailed techno- commercial proposal to the
Department of Rural Development, Ministry of Rural Development,
Government of India on
" Local Authentication based NREGA Management Solution using ncIDÂ
Technology" for ensuring non-disruption of Activities in areas /
regions with Poor and or No Network Connectivity
- Delhi Police has initiated the execution of the Duty planning
management system proposed by Bilcare.
- Bilcare is working with Centre for Development of Advanced Computing
(C-DAC), an autonomous scientific society of Department of Information
Technology, Ministry of Communications & Information Technology,
Government of India for development and validation of ncIDÂ technology
based local authentication system. A techno-commercial proposal is
being formulated by Telecommunications Consultants India Limited
(TCIL), a Government of India Enterprise under the Ministry of
Communications & IT, Government of India for the Government of
Arunachal Pradesh on nonClonableIDÂ Technology for Secured Smart card
based solution for Targeted Public Distribution Management System.
Future plan of action
Bilcare will continue to focus on R&D initiatives in providing
innovative packaging solutions and the nonClonableIDÂtechnology
solution for secured identity, authenticity and track and trace of
pharmaceutical products to the global pharmaceutical industry. The
significant interest evinced by a host of government agencies in the
use of the nonClonableIDÂ technology for securitization of various
e-governance projects will drive continued application based research
initiatives on customized adaptation of nonClonableIDÂ technology
solution.
Expenditure on R & D
Rs. Crores
Capital -
Recurring 14.89
Total 14.89
R & D Expenditure as
a percentage 2.05%
of Total Turnover
On a consolidated basis, total R&D expenditure as a percentage of
consolidated turnover is 1.05%.
Conservation of Energy and Technology
Energy being a key component in the cost of the product every effort
was made to reduce the losses incurred. The major contributor for the
reduction in the energy cost is maintaining the power factor to unity.
The consistent effort in this category contributed to a saving of 6.6 %
amounting to Rs. 0.31 crores per annum of the annual bill value in FY
2013.
In the third quarter of FY 2013, a pilot project was initiated by
installing an energy saving device called the articmaster in the air
conditioning unit of the Flexo printing plant. This articmaster device
has resulted in saving of 10% of electrical units consumed by the Flexo
plant air conditioning system.
In the financial year 2013-14 -
1. We intend to install the Regenerative Thermal Oxidizer (RTO) which
helps the eco system in great way. The basic concept is to oxidize or
burn the volatile organic compound vapours (VOC) at high temp by
secondary burning system (which provides burning heat to VOC). In this
way the calorific value of VOC is utilized & no fumes are left in
exhaust of various processes machines. We intend to utilize this heat
from oxidizer for preheating of thermic fluid heater, which will reduce
the fuel consumption.
2. We intend to replace the fuel being used in the new thermic fluid
heater from Light Diesel oil (LDO) to Furnace Oil (FO). This change
will save us Rs. 50 lacs for the year and will be effective from Sept
2013.
Technology Absorption, Adaptation and Innovation
Bilcare continues to invest on R&D activities and effectively utilize
its investments made on creation of research sites resulting in
successful addition of newer products, processes services and
technologies to its innovation portfolio.
During the financial year, Bilcare filed 24 Patent applications related
to its innovative products and technologies and were granted 3 Patents.
Benefits derived as a result of the R&D efforts not only comprise newer
innovative products and technologies but also has yielded significant
improvement in existing products and realization of cost reduction
measures in the manufacturing processes.
Some of the key accomplishments leading to successful absorption and
adaptation of technologies include:
1. Trials for the non-uniform embossed pattern on alu-alu substrates,
was successfully completed and also incorporated with printing. This
makes it extremely difficult to reproduce and therefore useful as an
effective anti-counterfeit solution for brand protection.
2. New Process has been developed for making Aclar based laminates
in-house which results in delivering the products to the domestic
customer in time and saving the cost in logistics.
3. Innovative PVdC based laminates for the highly sensitive
formulations have been developed.
4. Unique printing pattern on PVdC substrate has been successfully
developed and commercialized for the packaging of highly sensitive
formulations requiring distinctive brand identity.
5. Developed and commercialized paper based extrusion laminates having
surlyn as sealant layer to pack temperature sensitive liquid as well as
solid dosage formulations at lower temperature.
6. Trials for development have been successfully conducted for
creation of unique complexes based on co-extrusion process to pack
contraceptives for healthcare segment.
7. Trails for development have been successfully conducted for
commercialization of various complexes with unique printing features
for meeting the requirement of the confectionary sector.
8. Commercialized image embedded films in transparent color as
effective anti- counterfeit feature for packaging of multivitamins.
9. Developed various aluminum foil based complexes to pack ORS with
the help of special adhesive system which can give good protection
during shelf life of the product.
10. Developed a new, robust Bilcare Protect-L with the help of special
adhesive and process..
11. Developed a new analytical method for analysis of packaging
materials which can enable establish conformity to compliances of the
packaging material to regulatory requirements.
12. Developed and commercialized unique aclar based composites with
EVOH as sandwich structure to enhance oxygen barrier of composites
along with the moisture barrier.
13. Successfully commercialized the unique complex printing process for
polymeric substrates for use in confectionary as well as pharmaceutical
segments.
14. Successfully completed development and standardization of
incorporation of multiple anti-counterfeiting features in the form of
Nano, Micro and 3D images in soft aluminum foil. Product is currently
under stability testing. Incorporation of these features will lead to
offering unique products which will significantly enhance pharma
product security and enabling enhanced patient safety.
15. New Child Resistant foil has been developed in-house with a unique
technique and commercialized successfully.
16. Bilcare Protect® is successfully commercialized for highest
selling brand with a combination of overt and covert
anti-counterfeiting features on the blister film as well as lidding
foil.
17. Successfully developed eco-friendly heat seal lacquer for
non-pharma applications.
18. The development initiatives on processing of heat seal lacquers has
resulted in enhancing the consistency in the quality of lacquer coating
on aluminum based products as well as its sealing compatibility with
different grades of polymeric materials.
19. Continued development and adaptation of new technologies for the
Bilcare Zenith series of products has resulted in significant
production process optimization without compromising on quality.
Foreign Exchange Earnings & Outgo
Rs. Crores
Foreign exchange earned 87.50
Foreign exchange outgo 197.30
Directors
Mr. Rajendra Tapadia and Dr. Volker Huelck are retiring by rotation and
being eligible offer themselves for re-appointment. Mr. Robin Banerjee
resigned as Deputy Managing Director of the Company, with effect from
31 December 2012. The directors placed on record their appreciation for
the services and contributions made by Mr. Robin Banerjee during his
association with the Company. Dr. Kalyani Gandhi resigned as Director
of the Company, with effect from 5 April 2013. The directors placed on
record their appreciation for the services and contributions made by
Dr. Kalyani Gandhi during her association with the Company.
Directors'' Responsibility Statement
Pursuant to the requirement under the Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that :
i. In the preparation of the annual accounts for the year ended 31
March 2013, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed along with proper explanations relating to material
departures, if any.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 and of the profit of
the Company for the year under review.
iii. The Directors have 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. The accounts for the financial year ended 31 March 2013 have been
prepared on a ''going concern'' basis.
Corporate Governance
A report on Corporate Governance is given in this Annual Report.
Auditors
M/s. R. L. Rathi & Co., Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment.
In respect of the Emphasis of Matter by the Auditors in their report,
it has been explained in the Notes forming part of said Financial
Statements which are self- explanatory and therefore do not call for
any further comments.
COST AUDITORS
The Compliance Report under The Companies (Cost Accounting Records)
Rules, 2011 for the year 2012 was duly filed with the Ministry of
Corporate Affairs on 24 December 2012.
The Central Government had approved appointment of M/s. Parkhi Limaye &
Co., Cost Accountants as Cost Auditors of the Company under Section
233B of the Companies Act, 1956 for the year 2013. The Cost Audit
Report for the year 2013 is due for filing with the Ministry of
Corporate Affairs on 27 September 2013.
Your Company has re-appointed them as Cost Auditors of the Company for
the year 2013-14.
Statutory Disclosures
As required under 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, in terms of
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested in
obtaining a copy of said Annexure may write to the Company Secretary at
the Registered Office of the Company.
Particulars regarding technology absorption, conservation of energy and
foreign exchange earning and outgo required under section 217 (1) (e)
of the Companies Act, 1956 and Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 have been given in the
preceding paras.
For the FY 2013, the compliance report is provided in the Corporate
Governance section of this Annual Report. The Auditors'' Certificate on
compliance with the mandatory recommendations of the committee is
annexed to this report.
Acknowledgement
We thank our domestic and international customers, vendors, investors,
banking community, investment bankers, rating agencies and stock
exchanges for their continued support during the year.
We place on record our appreciation of the contribution made by the
employees at all levels worldwide. Our consistent growth was made
possible by their hard work, solidarity, commitment and unstinted
efforts.
We thank the Governments of various countries where we have our
operations and also thank Government of India and other government
agencies for their positive co-operation and look forward to their
continued support in future. Finally, we wish to express our gratitude
to the members and shareholders for their trust and support.
For and on behalf of the Board of Directors
Mohan H. Bhandari
Chairman and Managing Director
Place: Pune
Date : 28 May 2013
Mar 31, 2012
We are pleased to present the report on our business and operations for
the financial year ended 31 March 2012.
Financials
The Company on a stand alone basis has achieved a turnover growth of
over 14% vis-a-vis previous year.
Rs. Crores
2011-12 2010-11
Sales and Other Income 758.86 662.90
Profit before tax 113.19 125.85
Profit after tax 74.75 87.04
Profit available for 332.30 340.76
appropriation
General Reserve 10.00 15.00
Dividend 4.71 7.06
Dividend Tax 0.76 1.15
Debenture Redemption -- 60.00
Reserve
Balance in profit & loss 316.83 257.55
account
Dividend
We recommend a Dividend of 20% i.e. Rs. 2/- per equity share of Rs. 10/-
each for the financial year ended 31 March 2012.
Fixed Deposit
Pursuant to the provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975, proposal for inviting deposits
from public was approved.
As on 31 March 2012, the Company has no overdue deposits other than the
unclaimed deposits of Rs. 12.89 Lacs.
Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to clause 32 of the
Listing Agreement and in accordance with the Accounting Standard AS-21
on Consolidated Financial Statements and AS-27 on Financial Reporting
of Interest in Joint Ventures, the audited Consolidated Financial
Statements are provided in the Annual Report.
These consolidated financial statements provide financial information
about the Company and its subsidiaries as a single economic entity and
form part of this Annual Report. For the year ended 31 March 2012, the
consolidated turnover of Rs. 3,649.43 Crores, was higher by 57% over the
previous year's turnover of Rs. 2,325.57 Crores.
Subsidiary Companies
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.
The Company has two wholly owned subsidiary companies, namely Bilcare
Singapore Pte. Ltd., Singapore and Bilcare Mauritius Ltd., Mauritius.
These in turn have their respective step down subsidiaries. The
Company also has a 50% joint venture in International Labs, LLC, US.
Research & Development
Bilcare believes and recognizes its research initiatives to be the core
and essential part of the integrated healthcare system. Bilcare's
quality policy epitomizes, "excelling through continuous research".
Bilcare is constantly on the strive to provide end-to-end solutions
more innovatively, effectively and efficiently to the global
pharmaceutical sector resulting in an ideal environment for creating
unique products & services, brand growth and brand management
technologies.
The continual effort to discover new knowledge that redefines
excellence in healthcare industry has led to a series of core as well
as specific research development programs and some of these highlighted
below exemplify the sustained progress accomplished till date:- -
Introduction of packaging solutions for Active Pharmaceutical
Ingredients (APIs')
- Development of various innovative test methods for assuring quality
of packaging materials
- Development of innovative packaging materials for example, Bilcare
Protectî & Bilcare Secureî in different colors, Novaî ÃSL, Novaî à M P,
embedded image aluminum, special effect PVC substrates.
- Creating multi colour options in metallized films.
- Bilcare Crispakî registered for senior citizen friendly package
design and approved by UK testing agencies for child resistant
compliance.
- Primer system for printing on Aluminium substrate using UV curable
inks.
- Identification, design and evaluation of optimum packaging for
various pharmaceutical formulations.
These are some of the representative examples of the many achievements
of Bilcare researchers in the last few years. All the innovative films
& foils developed in house and introduced to the global market have
received US, European and Canadian DMF registrations. They reflect the
diversity, depth and quality of our research and serve as measures of
our success. It also helps us chart our future direction by using new
knowledge to address new challenges.
Bilcare understandably takes tremendous pride in the research
enterprise that has made notable contributions in the healthcare space.
Although research by its definition is never complete, we view our
achievements as marks of progress. In doing so, however the true
importance of the research achievements lies in successfully applying
its outcomes to the benefit of the global pharmaceutical industry. Each
new insight fortifies our efforts to find new and better ways to care
for the pharmaceutical and the healthcare industry.
Bilcare R & D is about the pursuit of new knowledge, about innovative
research solutions in both packaging materials and its application to
pharmaceutical formulations which continues to be our key growth
factor. This year also R&D has signed several business agreements with
global pharmaceutical customers for providing customized scientific
solutions for addressing key challenges of their valuable brands.
Successful completion of projects and solution deployment has resulted
in significantly enhanced confidence levels of customers across the
globe who see Bilcare as a complete solution provider. This has also
led to substantial growth in the materials business arising from the
conversion of conventional packaging to more attractive and value added
packaging solutions
The Bilcare Optimaî service introduced for pharmaceutical formulation
sensitivity profiling along with the advanced CAD and FEA based
simulation processing for designing of primary packaging for dosage
forms has gained tremendous customer interest across the globe
resulting in increased number of customers signing for this novel
service. The new developments at Bilcare has helped pharmaceutical
industry in keeping their brands relevant, vibrant and valuable. These
new developments from R&D continue to generate future growth
opportunities to keep the company ahead of its global contemporary
organizations. The technical collaborations of our R&D with global
pharmaceutical leaders and packaging research organizations has
benefited the pharmaceutical industry immensely in new product
registrations, exports to developed markets and for countering the
copycats and counterfeiters. Bilcare will leverage this special
relation with pharmaceutical industry across the globe to accomplish
continued robust business growth.
Benefits derived from R & D
- One of the CR foils has been approved by European Regulatory
authority for pharmaceutical use.
- Successful implementation of Bilcare Protect film for major Indian
and Overseas pharma clients helped them to increase their revenues by
adding a combination of Overt and Covert anti counter fiet features.
- Commercialised Bilcare Protectî film in different colours has aided
the pharmaceutical industry as an effective anti-counterfeit solution
and has enabled them to significantly enhance their brand integrity and
value.
- Bilcare Optimaî research service successfully extended to Pesticide
sector and used by a leading brand in India.
- Developed and commercialized special effect film for pharma sector as
an economical, overt anti counterfeit solution, resulting in a
significant value addition for this range of products.
- Deployment of easy peelable paper based liding foil for overseas
markets.
- Deployment of PVC based lidding foil for Indian pharma sector, this
composite attracts not only sizable business to Bilcare but also
provides indigenous CR foil concept.
- Commercially established two different paper based composite CR
lidding films for domestic market.
- Commercialized Super Nova as lidding material for US market.
- Modified existing manufacturing processes of some products to reduce
overall production cost.
- Established cost effective alternatives for replacing existing
adhesives & lacquers and raw materials.
- Pharmaceutical Exports Promotion Council conferred Silver Patent Award
for FY 2010-11.
Future plan of action
Billcare will continue to focus on R&D initiatives in providing
innovative packaging solutions to the global pharmaceutical industry.
Expenditure on R & D
Rs. Crores
Capital 1.54
Recurring 17.20
Total 18.74
R & D Expenditure as a 2.47%
percentage of Total Turnover
On a consolidated basis, total R&D expenditure as a percentage of
consolidated turnover is 1.28%
Conservation of Energy and Technology
Improved energy efficiency is one of the cheapest, fastest and most
sustainable ways to save the world's environment. Energy storage is a
key component in many energy efficient systems. Energy storages can be
described by their storage capacity (stored energy per mass or volume),
power (energy output per time), storage period (how long the energy
should be stored) and size.
Some of the key initiatives along with the benefits derived during this
year were- - The power factor was consistently maintained at unity
which has contributed to a saving of 6.83% amounting to Rs. 0.26 crores
per annum of the total bill value.
- After the successful commissioning of the express feeder electricity
power line, the usage of DG power reduced remarkably from 27% to 6%
which has resulted in savings of Rs. 1.5 crores.
- The replacement of Light Diesel Oil (LDO) by Bio-Diesel, an
environmental friendly fuel which is used in heating systems, has
resulted in savings of Rs. 0.11 crores in the third and fourth quarter.
The energy audit was conducted and as per the auditors' observations,
there is a good potential for savings in energy cost once the
suggestions are implemented.
Technology Absorption, Adaptation and Innovation
Bilcare continues to invest on R&D and a large part of the spend is for
innovative products and technologies for global market that are complex
and require dedicated manufacturing sites. Investments have been made
in creating research sites, employing scientifically skilled manpower,
adding equipment and upgrading continuously the exposure and research
understanding of the scientific team in the areas of our interest.
Bilcare filed 17 Patent applications related to its innovative products
and technologies during the year and was granted 6 Patents.
Benefits derived as a result of the aforementioned efforts are product
improvement, cost reduction and product development. Training the
employees in various technical and management development programmes
conducted by various agencies helped in, Shop-floor practices
improvement resulting in greater customer satisfaction and loyalty.
The following are the areas where Bilcare has successfully absorbed,
adapted technologies as well as led to technology innovations:
1. Trials for the technique developed to apply non uniform embossed
pattern on aluminum based substrates, was successfully completed at
customer end and is under stability study for commercialization. This
makes it extremely difficult to reproduce fake material which in turn
significantly enhances the security of various pharma brands.
2. On completion of standardization of incorporation of multiple anti
counterfeiting features in the form of Nano, Micro and 3D images in
soft aluminum foil, the product is now under stability study.
Incorporation of these features leads to offering unique products which
significantly enhances pharma product security resulting in an overall
patient safety.
3. Child Resistant foils has been developed in-house with a unique
technique and commercialized successfully.
4. Bilcare Protectî is successfully commercialized for highest selling
brand of Sanofi Aventis, India with an overt and covert
anti-counterfeiting feature on the film as well as on the lidding foil.
5. Development of eco-friendly heat seal lacquer for non Pharma
applications.
6. The research and development initiatives on processing of heat seal
lacquers has resulted in enhancing the consistency in the quality of the
aluminum based products and its compatibility with different grades of
polymeric materials.
7. Continued development and adaptation of new technologies for the
Bilcare Zenith series of products has resulted in production process
optimization leading to enhanced productivity without compromising on
quality.
Directors
Dr. Kalyani Gandhi, Dr. R.V. Chaudhari and Dr. Praful R. Naik are
retiring by rotation and being eligible offer themselves for
re-appointment. Dr. Bhojraj Suresh resigned as Director of the
company.with effect from 03 July 2012. The directors placed on record
their appreciation for the services and contributions made by Dr.
Bhojraj Suresh during his association with the Company.
Directors' Responsibility Statement
Pursuant to the requirement under the Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, it
is hereby confirmed that : i) In the preparation of the annual accounts
for the year ended 31 March 2012, the applicable accounting standards
read with requirements set out under Schedule VI to the Companies Act,
1956, have been followed along with proper explanations relating to
material departures, if any. ii) The Directors have selected such
accounting policies and applied them consistently and made judgment and
estimates that were 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 and of the profit of the Company for the year under
review.
iii) The Directors have 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) The accounts for the financial year ended 31 March 2012 have been
prepared on a 'going concern' basis.
Corporate Governance
A report on Corporate Governance is given in this Annual Report.
Auditors
M/s. R. L. Rathi & Co., Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment.
Statutory Disclosures
As required under 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, in terms of
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested in
obtaining a copy of said Annexure may write to the Company Secretary at
the Registered Office of the Company.
Particulars regarding technology absorption, conservation of energy and
foreign exchange earning and outgo required under section 217 (1) (e)
of the Companies Act, 1956 and Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 have been given in the
preceding paras. For the fiscal year 2012, the compliance report is
provided in the Corporate Governance section of this Annual Report. The
Auditors' Certificate on compliance with the mandatory recommendations
of the committee is annexed to this report.
Acknowledgement
We thank our domestic and international customers, vendors, investors,
banking community, investment bankers, rating agencies and stock
exchanges for their continued support during the year.
We place on record our appreciation of the contribution made by the
employees at all levels worldwide. Our consistent growth was made
possible by their hard work, solidarity, commitment and unstinted
efforts.
We thank the Governments of various countries where we have our
operations and also thank Government of India and other government
agencies for their positive co-operation and look forward to their
continued support in future.
Finally, we wish to express our gratitude to the members and
shareholders for their trust and support.
For and on behalf of the Board of Directors
Mohan H. Bhandari
Chairman and Managing Director
Place: Pune
Date : 12 July 2012
Mar 31, 2011
To the Members
We are pleased to present the report on our business and operations for
the financial year ended 31st March, 2011.
Financials
The Company on a stand alone basis has achieved a turnover growth of
over 19.8% vis-a-vis previous year.
Rs. Crores
2010-11 2009-10
Sales and Other Income 662.90 564.40
Profit before tax 125.85 112.89
Profit after tax 87.04 75.47
Profit available for 340.76 275.32
appropriation
General Reserve 15.00 15.00
Dividend 7.06 5.67
Dividend Tax 1.15 0.94
Debenture Redemption 60.00 Ã
Reserve
Balance in profit & loss 257.55 253.71
account
Dividend
We recommend a Dividend of 30% i.e. Rs.3.00 per equity share of Rs.10/-
each for the financial year ended 31st March, 2011.
Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to clause 32 of the
Listing Agreement and in accordance with the Accounting Standard AS-21
on Consolidated Financial Statements and AS-27 on Financial Reporting
of Interest in Joint Ventures, the audited Consolidated Financial
Statements are provided in the
Annual Report.
These consolidated financial statements provide financial information
about the Company and its subsidiaries as a single economic entity and
form part of this annual report. For the year ended 31st March 2011,
the consolidated turnover of Rs.2,286.58 Crores, was higher by 118%
over the previous year's turnover of Rs. 1,047.83 Crores. The
consolidated net profit after tax went up to Rs.149.46 Crores for
2010-11 from Rs. 116.95 Crores in the previous year.
Subsidiary Companies
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.
The Company has two wholly owned subsidiary companies, namely Bilcare
Singapore Pte. Ltd., Singapore and Bilcare Mauritius Ltd., Mauritius.
These in turn have their respective step down subsidiaries.
The Company has a 50% joint venture in International Labs, LLC, US.
Research & Development
Bilcare Research and Development department is growing on a concrete
platform of new technologies & modern approaches and has been working
relentlessly in providing end to end solutions for the global
pharmaceutical sector across its entire value chain through its unique
products, services and brand management technologies.
Over the year Research & Development scientists have successfully
developed and commercialized packaging development methods for
stabilizing Active Pharmaceutical Ingredients and transdermal patches.
This year R&D expertise have successfully introduced packaging
solutions for packing Active Pharmaceutical Ingredients (API) and these
solutions may be useful to entire API industry across the globe. R&D
scientists have successfully developed and validated various test
methods for assuring quality of the packaging materials.
This year our innovative research services in both packaging materials
and pharmaceutical formulations continue to be a key growth driver.
This year R&D has signed substantial business agreements with global
pharmaceutical customers for providing customized scientific solutions
for addressing key challenges of their valuable brands. This enables to
generate sizeable revenue and also helps to increase the material
business by converting conventional packaging to more economical and
attractive packaging. These services have increased the comfort levels
of the pharmaceutical industry across the globe with Bilcare. The newly
introduced packaging sensitivity profiling service is gaining customer
interest across the globe. This year BilcareOptimaî study is extended
for identifying optimum packaging requirement of Non-Pharma products.
This year R&D expertise has successfully implemented advanced CAD and
FEA based simulation processes for optimizing design of primary
packaging, change part of thermoforming machines and process
parameters.
Bilcare R&D is continuously evolving to meet new challenges and demands
of global pharmaceutical and healthcare industry. The depth and breath
of our technological and scientific expertise, continuous interaction
with the global pharmaceutical industry on scientific aspects of
packaging brings forth innovative ideas and enabled us to develop
commercially viable new packaging materials, Bilcare Protectî in
different colours, Bilcare Alpro, Novaî ÃHL, Novaî à M P, Bilcare
Optraî, Bilcare Petraî and Bilcare Astraî. This development helps
pharmaceutical industry for keeping their brands relevant, vibrant and
valuable. These new development from R&D continue to generate future
growth opportunities to keep the company ahead of its global
contemporary organizations of this field.
This year R&D has made technical collaborations with global
pharmaceutical formulation development centers and packaging research
organizations which also enables them to discover and develop path
breaking packaging technology for pharmaceutical industry across the
globe. This technical collaborations on packaging has benefited the
pharmaceutical industry immensely for new product registrations, export
to regulatory markets, and for countering the copycats and
counterfeiters. Bilcare will leverage this special relation with
pharmaceutical industry across the globe to increase its business.
This year was a very fruitful year for R&D for its commercial success.
Major Pharma brands got a new redefined look in R&D developed packaging
concepts which helped Pharma industry to overcome counterfeiting
problems and had a major impact in increasing their sales. All the
innovative films & foils developed in house and introduced to the
global market have received US & European and Canadian DMF
registration, a major break through achievement for R&D. A new
innovative process of creating multi colour options in metallic films
has been developed in house for brining innovations in packaging
materials, which will multiply the product ranges available for
pharmaceutical packaging. Bilcare Crispakî is registered for senior
friendly package design and approved by UK testing agencies for child
resistant compliance. R&D has developed primer system for printing on
Aluminium substrate using UV curable ink.
Some of the key R&D initiatives during the year were:
- Development of extended BilcareOptimaî program for Non-Pharma
products.
- Develop Bilcare Protectî film in different colours; this development
will aid the pharmaceutical industry in significantly enhancing their
brand integrity, value and solution for counterfeit.
- Develop various paper/aluminum/film based laminate structures for
pharmaceutical/non pharma sector.
- Get approval for all existing CR foils from global regulatory
authority for pharmaceutical use.
- Enhancing the quality features of existing CR foils for process
excellence.
- Incorporate unique anti counterfeit features in Aluminium foil based
packaging materials.
- Development of novel packaging materials with improved barrier
properties and smart functionalities like thermo chromic, photo chromic
and glow in dark features.
- Unique test methods developed for formability analysis of Alu Alu
composite packaging by Erichsen cupping test.
- Design and development of a device for measurement of dead-fold
characterization of paper and film laminates.
- Develop study protocol for material characterization of adhesive
backed labels and extraction method of extractable items in packaging
materials.
- Develop specialized CAD and FEA based simulation program for
optimizing design of primary packaging, change part of thermoforming
machines and process parameters.
- Development of eco-friendly lidding pharmaceutical packaging
materials.
- Design and development of hardness testing instrument for conducting
hardness testing of Trans dermal patches.
- Develop protocol for freeze though study of pharmaceutical
formulations.
- Develop low temperature sealing aluminum lidding foils.
- Develop study protocol for performing stability study of UV ink
printed aluminum based packaging materials.
- Design & develop coating/lamination process for applying low
molecular weight polymeric materials on aluminum based substrates.
Benefits derived from R & D
- Developed and commercialized three & four ply Aluminum foil based
laminates for stabilizing highly sensitive pharmaceutical active
ingredients and formulations, this creates a significant value addition
in this range of products.
- The specialized primer coating process developed for printing UV
curable inks on aluminum substrate for nullifying the Ink lifting
issue.
- Developed & validated unique testing methods and instruments for
conducting the sensitivity studies of pharmaceutical formulations and
packaging materials.
- Developed & commercialized paper based ecofriendly packaging
materials like Bilcare Novaî ÃHL & Bilcare Novaî-MP for replacement to
existing Aluminium foil for non sensitive pharmaceutical formulations.
- Developed and commercialized embedded image technology for aluminium
based materials which can provide solution for counterfeiting without
significant increase on the packaging cost.
- Incorporated special features in Bilcare Alpro for anti-counterfeit
solution.
- Developed ecofriendly packaging materials like Bilcare Optraî,
Bilcare Petraî and Bilcare Astralia, that can be used as an alternative
for PVC in future.
- Modified existing manufacturing processes of some products helps to
reduce overall production cost.
- Bilcare research services helps to increase considerable revenue of
the company and also the material business by offering research
solutions for converting conventional packaging to more economical and
attractive options.
- Established cost effective alternatives for replacing existing
adhesives & lacquers and raw materials.
Future plan of action
- Develop & commercialize aluminium based laminates for providing
complete barrier protection to highly sensitive types of the
pharmaceutical formulations.
- Develop new packaging materials for stabilizing Active Pharmaceutical
Ingredients (API's).
- Develop and commercialize special packaging materials for Non Pharma
Sector.
- Strategic collaboration with Pharma R&D centers for increased speed
and cost competitiveness in new packaging material development.
- Develop web based research & knowledge management on line system.
- Continue to strengthen R&D capabilities in the area of formulation
development, stability studies and packaging material development.
- Develop novel packaging materials with improved oxygen and moisture
barrier properties with smart functionalities.
Expenditure on R & D
Rs. Crores
Capital 8.16
Recurring 18.12
Total 26.28
R & D Expenditure as a 3.96%
percentage of Total Turnover
On a consolidated basis, total R&D expenditure as a percentage of
consolidated turnover is 2.47%
Conservation of Energy and Technology
In conjunction with the ongoing process of Energy Conservation &
efficient Utilization of the resources the power factor was
consistently maintained at unity which has contributed to a saving of
7% (Rs. 0.18 Crores per annum) of the total bill value.
There has been a reduction of 8% in the captive power generation due to
better load distribution.
The changes incorporated in the aluminum lamination machine have
resulted in efficient utilization of energy. The monitoring of
compressed air supply and changes incorporated in the air compressor
resulted in 4% reduction in the consumption of energy at Utility
division.
The uninterrupted power supply through express feeder was successfully
commissioned at the end of the financial year.
Additional investments and proposals for the further reduction of
consumption of energy have been planned. They include:
a) An external agency has been appointed to conduct an energy audit in
second quarter of the year 2011-12 and the findings of the audit will
help us to further reduce the energy consumption and considerable
saving.
b) The substitution of LDO by HSD in the heating systems is proposed in
the year 2011-12 which will result in saving of Rs. 0.50 Crores per
annum.
Technology Absorption, Adaptation and Innovation
Bilcare continues its effort for research in the area of new packaging
development & design and innovations in packaging materials. Absorption
and adaptation of new ideas and technologies enable us to develop new
product, processes and solutions. Bilcare has successfully absorbed,
adopted technologies as well as led to technology innovations in the
following areas:
1. Techniques developed for applying non uniform embossed pattern on
aluminum based substrates, making extremely difficult to reproduce fake
material which significantly enhances the securitization of pharma
brands.
2. Successfully completion of standardization of incorporation of
multiple anti counterfeiting features in the form of nano, micro and 3D
images in soft aluminum foil. Incorporation of these features led to
generation of a range of proprietary developing technologies for
Bilcare and also led our expertise in offering unique products which
significantly enhance the product safety resulting in an overall
patient security.
3. Techniques for incorporation of complex ghost images in all
aluminum foil products. These images are only visible at particular
angles with a ghost effect, this is a unique feature for anti-
counterfeiting. These techniques make it impossible for a duplicator to
produce fake of the genuine product.
4. Development of adaptation of Heat sealable lacquer coating
technology on Flexo machine on foil substrate. This development had
dual impact wherein this not only helps to increase the production of
coated material but also reduce the burden of electricity consumptions.
5. The design and development efforts on special types of over coats
which can withstand technologically advanced state of the art Pharma
packaging machines.
6. The continual research and development initiatives on processing of
heat seal lacquers. This development had dual impact wherein this not
only enhances the consistency in the quality of the aluminum based
products but also results in compatibility with different grades of
polymeric materials.
7. Continual development and adaptation of new technologies enable us
to optimize production process for enhancing the productivity without
compromising on quality with adequate validation in case of Bilcare
Zenith series of products.
Following planned initiatives for implementation are under progress:
1. Development and adaptation of new technologies for developing
extremely high barrier thermoforming laminates for pharmaceutical use.
2. Development for adaptation of unique technology for multiple
processes in one operation for developing aluminum/aluminum based
laminates.
3. Adopt technology for developing tropical packaging materials for
pharmaceutical use.
4. Development and adaptation of techniques for incorporating anti
counterfeit features in thermo formable packaging materials.
Foreign Exchange Earnings & Outgo
Rs. Crores
Foreign exchange earned 50.39
Foreign exchange outgo 166.55
Directors
Mr. Chandra Prakash Jaggi, Dr. Arthur Carty and Dr. Bhojraj Suresh are
retiring by rotation and being eligible offer themselves for
re-appointment.
Directors' Responsibility Statement
Pursuant to the requirement under the Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, it
is hereby confirmed that :
i) In the preparation of the annual accounts for the year ended 31st
March, 2011, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed along with proper explanations relating to material
departures, if any.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 and of the profit of
the Company for the year under review.
iii) The Directors have 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) The Directors have prepared the accounts for the financial year
ended 31st March 2011 on a 'going concern' basis.
Corporate Governance
A report on Corporate Governance is given in this Annual Report.
Auditors
M/s. R. L. Rathi & Co., Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment.
Statutory Disclosures
As required under 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, in terms of
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested in
obtaining a copy of said Annexure may write to the Company Secretary at
the Registered Office of the Company.
Particulars regarding technology absorption, conservation of energy and
foreign exchange earning and outgo required under section 217 (1) (e)
of the Companies Act, 1956 and Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 have been given in the
preceding paras.
For the fiscal year 2011, the compliance report is provided in the
Corporate Governance section of this Annual Report. The Auditors'
Certificate on compliance with the mandatory recommendations of the
committee is annexed to this report.
Acknowledgement
We thank our domestic and international customers, vendors, investors,
banking community, investment bankers, rating agencies and stock
exchanges for their continued support during the year.
We place on record our appreciation of the contribution made by the
employees at all levels worldwide. Our consistent growth was made
possible by their hard work, solidarity, commitment and unstinted
efforts.
We thank the Governments of various countries where we have our
operations and also thank Government of India and other government
agencies for their positive co-operation and look forward to their
continued support in future.
Finally, we wish to express our gratitude to the members and
shareholders for their trust and support.
For and on behalf of the Board of Directors
Mohan H. Bhandari
Chairman and Managing Director
Place: Pune
Dated : 11th July, 2011
Mar 31, 2010
We are pleased to present the report on our business and operations for
the financial year ended 31st March, 2010.
Financials
The Company on a stand alone basis has achieved a turnover growth of
over 16.6% vis-a-vis previous year.
Rs. Lacs
2009-10 2008-09
Sales and Other Income 56,440.04 47,631.48
Profit before tax 11,288.55 9,231.78
Profit after tax 7,547.33 6,069.73
Profit available for 27,532.87 21,488.85
appropriation
General Reserve 1,500.00 1,000.00
Dividend 567.20 430.20
Dividend Tax 94.20 73.11
Balance in profit & loss 25,371.47 19,985.54
account
Dividend
We recommend a Dividend of 25% i.e. Rs.2.50 per equity share of Rs.10/-
each for the financial year ended 31st March, 2010.
Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to clause 32 of the
Listing Agreement and in accordance with Accounting Standard 21 issued
by the Institute of Chartered Accountants of India have been provided
in the Annual Report. These consolidated financial statements provide
financial information about the Company and its subsidiaries as a single
economic entity and form part of this annual report. For the year ended
31st March 2010, the consolidated turnover of Rs.104,782.59 lacs, was
higher by 22.4% over the previous years turnover of Rs. 85,602.48 lacs.
The consolidated net profit after tax went up to Rs. 11,694.83 lacs for
2009-10 from Rs. 8,293.53 lacs in the previous year.
Subsidiary Companies
The Company has a subsidiary company overseas - Bilcare Singapore Pte.
Ltd., Singapore which in turn has its respective step down
subsidiaries.
The Company has received an approval of the Central Government under
Section 212(8) of the Companies Act, 1956, which exempts the Company
from attaching to the Annual Report, the copies of the Financial
Statements and other documents required to be attached under Section
212 (1) of the Act of its subsidiary companies, namely:
i) Bilcare Singapore Pte. Ltd, Singapore; ii) Bilcare GmbH, Germany;
iii) Bilcare Inc., USA; iv) Bilcare Farmaceutica Embalagem E
Pesquisas Ltda., Brazil; v) Bilcare (UK) Ltd, UK; vi) Bilcare GCS
(Europe) Ltd., UK, a subsidiary of Bilcare (UK) Ltd; vii) Bilcare
Switzerland SA, Switzerland;
viii) Bilcare Technologies Singapore Pte. Ltd.;
ix) Bilcare Technologies Italia Srl, a subsidiary of Bilcare Technologies
Singapore Pte. Ltd.
Accordingly, the said documents are not being attached to the Financial
Statements of the Company. A gist of the financial performance of the
subsidiaries is given in this Annual Report. The annual accounts of the
subsidiary companies are open for inspection by any Member/ Investor.
The Company is a 50% joint venture partner with MeadWestvaco Corp in
International Labs, LLC, US.
Issuance of Global Depository Receipts (GDRs)
Pursuant to the approval received from the shareholders of the Company
at the Annual General Meeting held on September 30th, 2009, the Company
on 12th January, 2010, allotted 2,986,341 GDRs at USD11.15 per GDR
(i.e. Rs.515 per share at the exchange rate of Rs.46.20 per USD and
each GDR representing one equity share of Rs.10/- each in the share
capital of the Company) to Deutsche Bank Trust Company Americas as
the Depository.
Conversion of the Foreign Currency Convertible Bonds (FCCBs)
The Company allotted 2,493,484 Equity Shares of Rs.10/- each upon
conversion of 2,635 Foreign Currency Convertible Bonds (FCCBs), as per
the terms and conditions of the Offering Circular, at a reset
conversion price of Rs.483.28 per share, including premium.
Post allotment of Equity Shares as aforesaid, the Paid-up Equity Share
Capital of the Company stood at Rs.226,878,900/- divided into
22,687,890 Equity Shares of Rs. 10/- each.
Research & Development
Bilcares Research and Development activities and initiatives enabled
by induction of select new technologies & modern approaches continues
to create new products, processes, services and effective brand
management technologies.
The process of Intellectual property creation and its protection got
significant uplift with the development and operationalization of the
ÃIPRMSÃ (Intellectual Property Rights Management System), a proprietary
software tool enabling the systemization of innovation process. The
IPRMS will go a long way in institutionalization of a successful
knowledge management process resulting in a sound foundation for
secured yet seamless Information flow and access.
In the year 2009-10, Bilcare enriched its IP portfolio by filing 12 new
patent applications and 11 Trade marks apart from systemically
progressing its earlier patent applications in national phase in
designated countries for their grant.
The above fresh patent filings ensured protection of a diverse range of
researched and developed Intellectual property spanning across all
three business activities, which included innovations in healthcare
management system, unique re-closable unit packs, anti-counterfeit
printed materials, interactive packaged product authentication and
dispensation, embeddedimageà materials, senior friendly packs, special
child resistant blister lidding foils, biodegradable packaging
materials and smart, reversible thermo chromic and photo chromic
functionality in blister packaging film materials amongst others. These
innovations will aid the pharmaceutical industry in significantly
enhancing their brand integrity, vibrancy and value and accomplish
viable sustained growth.
The robust research and development activities and outcomes contributed
significantly in the successful renewal of recognition of the in-house
R&D unit upto the year 2015 by the Department of Scientific and
Industrial Research, Ministry of Science and Technology, Government of
India. The Intellectual Property initiatives and achievements by Bilcare
were also duly recognized by the Intellectual Property Office of India
with the conferring of the coveted Intellectual property award on Bilcare,
second time in succession.
Financial Year 2009-10 saw Bilcare R & D dedicate several innovations
to the Pharma sector as it launched and successfully commercialized a
range of in-house developed innovative and anti-counterfeit packaging
materials which included Bilcare ProtectR Bilcare Crispack", Bilcare
LamiflexR, Bilcare Silnova and Bilcare MetNova . These unique products
will usher in a substantial improvement in medical product safety
resulting in an overall better patient security and patient well being.
The year witnessed the successful fructification of established
innovations by way of enhanced commercial applications. Several major
pharmaceutical brands got a new re-defined look in newly developed
innovative packaging solutions, which supported the brand owners to
address the challenges of 5 Cs viz., Counterfeit, Compliance,
Communication, Convenience and Cost. R & D services including the novel
BilcareOptimaR study program also saw increased acceptance across the
world specifically in the USA, European and Korean based pharmaceutical
industry for stabilizing their formulations. These services also
culminated in many cases, extension of business relationship by way of
supplies contracts for the established as well as innovative packaging
materials.
Scientists continued to create and develop unique testing methods &
instruments for conducting sensitivity studies of pharmaceutical
formulations in short period. These developments had dual impact
wherein they not only help to accelerate drug sensitivity study but also
reduce the burden of water and electricity consumptions.
With the ever increasing reservoir of knowledge base at Bilcare, we
extended our recognition as value knowledge partners by
institutionalizing a systemic knowledge sharing process to effectively
bridge the gap. This is steadily transforming Bilcare Research into a
Ãglobal information hubà for pharmaceutical packaging sciences.
Some of the key R&D initiatives during the year were:
- Design and development of a range of unique re-closable unit package
containment systems obliterating need of a protective secondary package
and also enabling the fusion of the nonClonableIDÃ technology.
- Enhancing the nonClonable" technology solution for diverse ID
authentication capabilities leading to a basket of unique
nonClonableIDÃ product, process and services.
- Development of a novel product application for clinical research as
well as Personalized Healthcare management system on the nonClonableIDÃ
technology platform.
- Development of embeddedimageà technology for foils.
- New CR cum senior friendly package systems with extended ability for
interactive functionality including product dispensation information.
- Enhancement and improvisation of product features of existing new
products including development initiatives for continuous Quality and
Process excellence.
- Fusion of smart and intelligent ink systems into packaging materials
for reversible thermal indications in end use applications.
- Development of a specialized coating material to neutralize the
minute surface variation in Aluminum foils to accomplish
universally accepted delta variation in print outcomes.
- Design and development of a Smartsenseà web portal for client access
on real-time status of their clinical trial materials.
- Improvisation of productivity with Barrier polymer coatings
compatible for high speed.
- Development of extended BilcareOptima program for effervescent
formulations and for specialty agro-chemical formulations.
Benefits derived from R & D
- Successful commercialization of a range of additional innovative
packaging materials leading to significant enlargement of Bilcares
product offerings which in turn enabled a broader range of pharmaceutical
formulations to effectively adopt these new innovative packaging materials.
- Recognition by Global Pharma companies, the value of Bilcares
Intellectual property and its direct impact on patient safety and well
being even in the OTC segment. A few of the patented package designs
are under active consideration for global deployment.
- Successful deployment of test methodologies for effervescent as well
as specialty agro-chemical formulations leading to the enhanced scope
of application of BilcareOptima program.
- New, cost effective alternatives of various lacquer coatings for both
flexo and roto-gravure technologies.
- In-house design realizes fabrication and successful use of two more
valuable testing tools comprising a moisture sorption analyzer and gas
liberation analyzer. These unique testing apparatus provide accurate
and precise evaluation of any product behavior when exposed to
different environmental conditions.
- Detailed evaluation of over 100 additional pharmaceutical
formulations significantly enriched the knowledge bank of formulation
performance and the science of packaging material integration.
- The specialized coating material developed for neutralizing the
minute surface variation in Aluminum foil for significantly reducing
the delta variation for print outcomes also led to the successful
conversion of a two step multi-equipment process to a single equipment
using flexo technology and accomplishing 2 color print jobs in a single
pass leading to a substantial gain in the productivity and also
enhanced Quality outcome.
Future plan of action
- Design and development of additional unique testing tools for
enlarging the scope of evaluation of different types and segments of
products
- Develop new packaging materials for stabilizing highly sensitive
types
of formulations
- Expanding research services activities in different regions of the
world.
- Develop and commercialize packaging materials for medical devices.
- Develop new covert and ultra covert measures to broaden the scope of
product offerings in the Aluminum segment
- Develop new mechanisms for reading the nonClonableIDÃ to enhance its
flexibility for incorporation into objects of diverse physical shapes
and dimensions
Expenditure on R & D
Rs. Lacs
Capital 661.97
Recurring 1,640.96
Total 2,302.93
R & D Expenditure as a 4.08%
percentage of Total Turnover
On a consolidated basis, total R&D expenditure as a percentage of
consolidated turnover is 4.88%
Conservation of Energy and Technology
In conjunction with the ongoing process of Energy Conservation &
Efficient Utilization of the resources, the Company achieved the
maintenance of Power Factor to Unity leading to significant savings in
the energy bill.
In the backdrop of deteriorating situation of Power Supply from MSEDL
with mounting pressure on captive generation, the Company achieved a
15% improvement in Generating Efficiency resulting in higher KWH
generated per litre of Diesel.
Usage optimization of the service facilities like compressed air, air
handling units & lighting resulted in savings in energy consumption.
The energy efficiency in conversion by using the printing & coating
machines to the optimum Overall Equipment Efficiency resulted in
efficient utilization of the energy resource.
Some of the key energy saving initiatives for optimization of energy
cost implemented during the year were:
i) Improvement of power factor from 0.9 to unity due to installation of
new capacitor bank resulted in a discount of 5% of total MSEB bill
amount which amounted to annual savings of over Rs. 7 Lacs.
ii) Reduction of compressed air supply pressure from 8 bar to 7 bar
resulted in less consumption
of units leading to significant savings on an average of 6000 units per
month of the compressor which amounted to an annual savings of Rs. 5
lacs.
iii) Reduction of 10% of lighting units by switching of lights and air
conditioners whenever not required.
iv) Conversion of thermopac from LDO to LPG resulting in annual savings
of Rs. 10 Lacs
Additional investments and proposals for the further reduction of
consumption of energy have been planned. They include:
A consortium of 4 companies including Bilcare have approached the MSEDL
for supply of uninterrupted power through express feeder. The sanction
of the same from MSEDL has been obtained & the power through the same
from Chandoli Sub Station is expected by Q3 of 2010-11. Bilcare will be
investing Rs. 40 lacs for the same.
Technology Absorption, Adaptation and Innovation
Innovation pipeline in Bilcare maintained a healthy pace due to the
focused thrust on use, absorption and adaptation of new and viable
technologies to enable not only the new ideas to be successfully
converted into innovations but also enable the rapid improvisation in
the existing products, processes and services. This dual model led to
considerable valuable development outcomes along with quite a few new
line extensions of the existing products, processes and services.
Some of the key Research and Development initiatives that have
successfully used, absorbed and adapted technologies as well as led to
technology innovations are:
1. A collaborative development approach with producers of coating
rollers led to creation of specialized rollers which significantly
increased the amount of coating materials transfer by 4 times the
capability of the existing rollers in a single pass for the flexo
technology. The new rollers were tired and successfully validated for
the
set performance criteria. This technology adaptation will result in an
incremental productivity outcome in a state of the art and very
sensitive manufacturing process.
2. The design and development efforts on micro text printing coupled
with special screen effects for the Flexo technology resulted in
successful accomplishment of overt and overt-covert features and half
tones that tender copying impossible by other print technologies used
for Aluminum foil printing. This technology development and adaptation
created capabilities for unique print features which were hitherto not
possible and ushered a paradigm shift from conventional text printing
to consumer discernable features on Aluminum foils used for primary
packaging of pharmaceutical solid dosage forms.
3. Techniques for incorporation of complex lenticular images in the
design artworks to enable securitization against duplication by mere
copy of the design on finished packs were standardized and perfected.
These techniques make it impossible for reproduction of a design
without the master image artwork making it extremely difficult for a
duplicator to produce fakes of the genuine medicines.
4. Adaptation of an online corona treatment device on the lamination
plant simplified the process of film treatment and made
it feasible to complete the process of treatment, adhesion and
lamination at one go. This not only enhanced the productivity outcome by
eliminating downtime and engagement of different equipments but also
generated savings in energy consumption.
5. A state of the art Building Management system (BMS) was
incorporated in the Global Clinical Supplies facility to facilitate on-
line recording, monitoring and controlling of environmental factors.
The technology also created a capability to link reports to the
Smartsenseà web portal which enabled the Sponsors to get real-time
information on storage and processing conditions for their Clinical
Trial Materials (CTM).
6. To ensure secured access as well as elimination of potential
processing errors, Biometric access system was incorporated in the
Global Clinical Supplies facility. The system was adapted to ensure
controlled access as per specific manufacturing plans and procedures.
7. Successful completion of standardization of incorporation of
invisible print features which are visible under specific wavelengths
of UV light as well as invisible forensic markers which are instantly
detectable with use of proprietary devices has enabled Bilcare to offer
these high end covert and ultra-covert technologies to the Pharmaceutical
sector. Incorporation of these technologies led to generation of a range
of intellectual property and proprietary processing technologies for
Bilcare and also led to our recognition as the leader in providing unique
product offerings which significantly enhances the securitization of
brands.
8. The continual research and development initiatives on our novel
nonClonableIDÃ security technology resulted in yet another successful
innovation of this technology for the Agro-Chemicals sector wherein the
specialty
product of one of the leading manufacturer, Indofil Chemicals Company
is being integrated and securitized with the nonClonableIDÃ. It will
effectively securitize the supply chain management and simultaneously
enable real-time, anywhere- anytime product authentication.
Following planned intiatives for implimentaion are under progress:
1. Development for adaptation and use of Hidden image technology which
can be visualized under specific visualizing screens which will lead
into creation of a new level of high end covert technology which will
find its place between the existing base level covert and the
ultra-covert technologies.
2. Extension of the Embeddedimageà technology for embedment of images
on Aluminum foils leading to creation of distinctive, discernable
feature for product identification.
3. Development for adaptation of nonClonableIDÃ for document security
as well as large size consumables.
4. We are working on anti counterfeit features as regards to printing
on Lidding & Strip Foils. The same is under trial to give customer a
solution of unique basket of overt, covert & ultra covert features.
Foreign Exchange Earnings & Outgo
Rs. Lacs
Foreign exchange earned 5,629.79
Foreign exchange outgo 15,810.55
Directors
Mr. Rajendra B. Tapadia, Dr. Volker Huelck and Dr. Kalyani Gandhi are
retiring by rotation and being eligible offer themselves for
re-appointment.
Directors- Responsibility Statement
Pursuant to the requirement under the Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, it
is hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March 2010, the applicable accounting standards have been followed
along with proper explanations relating to material departures, if any.
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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 and of the
profit of the Company for the year under review.
iii) That the Directors have 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 have prepared the accounts for the financial
year ended 31st March 2010 on a going concern basis.
Corporate Governance
A report on Corporate Governance is given in this Annual Report.
Auditors
M/s. R. L. Rathi & Co., Auditors of the Company, hold office until the
conclusion of the ensuing Annual
General Meeting and are recommended for re-appointment.
Statutory Disclosures
As required under 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, in terms of
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and the Accounts is being sent to all Shareholders of the
Company excluding the aforesaid Annexure. Any Shareholder interested in
obtaining a copy of said Annexure may write to the Company Secretary at
the Registered Office of the Company.
Particulars regarding technology absorption, conservation of energy and
foreign exchange earning and outgo required under section 217 (1) (e)
of the Companies Act, 1956 and Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 have been given in the
preceding paras.
For the fiscal year 2010, the compliance report is provided in the
Corporate Governance section of this Annual Report. The Auditors
Certificate on compliance with the mandatory recommendations of the
committee is annexed to this report.
Acknowledgement
We thank our domestic and international customers, vendors, investors,
banking community, investment bankers, rating agencies and stock
exchanges for their continued support during the year. We place on
record our appreciation of the contribution made by the employees at
all levels worldwide. Our consistent growth was made possible by their
hard work, solidarity, commitment and unstinted efforts.
We thank the Governments of various countries where we have our
operations and also thank Government of India and other government
agencies for their positive co-operation and look forward to their
continued support in future.
Finally, we wish to express our gratitude to the members and
shareholders for their trust and support.
For and on behalf of the Board of Directors
Mohan H. Bhandari
Chairman and Managing Director
Place: Pune
Dated: 23rd July, 2010