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Directors Report of Gufic BioSciences Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 31st Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY : Rs. in Lacs

Particulars 2014-15 2013-14

Total Revenues 15212.32 12363.65

Profit Before Interest, Depreciation and Tax (PBIDT) 1446.69 1265.68

Interest 446.08 391.57

Depreciation 385.21 246.77

Profit Before Tax (PBT) 652.59 627.34

Provision for Tax 278.61 151.00

Excess Provisions Written Back 7.08 42.90

Provision for Deferred Taxation (48.84) 7.01

Profit After Tax (PAT) 415.74 426.43

Surplus Brought Forward 1700.16 1318.68

Balance Available for Appropriation 2115.90 1745.11

Appropriations:

Dividend 38.68 38.68

Tax on Dividend 7.87 6.27

Transfer to General Res. 280.07 --

Surplus Carried Forward 1789.28 1700.16

FINANCIAL HIGHLIGHTS :

During the year under review the sales increased to Rs.. 15212.32 Lacs in comparison to previous year's Rs.. 12363.65 Lacs an increased of 23.04%. PBIDT increased by 14.30% and PBT increased by 4.02% PAT decreased by 2.50%.

DIVIDEND :

The Directors are pleased to recommend a Dividend of 5 % per equity share of Re.1 each for the financial year ended 31st March 2015.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.. 773.50 Lakhs. During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs.. 620.63 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS :

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has given corporate guarantees covered under the provisions of section 186 of the Companies Act, 2013. The terms and conditions whereof are not prejudicial to the interest of the company. The details of the investments made by company is given in the notes to the financial statements and under point no. X of annexure to Auditors report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas an thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company has not contributed funds for the year ended march 31st, 2015. But Company has started contributing funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid from May, 2015. The contributions in this regard have been made to the registered trust which is undertaking these schemes. And company will also undertake schemes of distributing food to the poor directly as part of the CSR initiative.

The Annual Report on CSR activities is annexed herewith as: Annexure A

LISTING :

Your Company is listed with the Bombay Stock Exchange Limited at P. J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2015-2016 has already been paid by the Company.

CONSERVATION OF ENERGY:

a. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b. No specific investment has been made in reduction in energy consumption.

c. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

(B) CONSUMPTION PER UNIT OF PRODUCTION

Since the Company manufactures several formulations and bulk drugs in the same factory it is not practical to Apportion consumption of Electricity and Furnace Oil to unit of Product.

TECHNOLOGY ABSORPTION:

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Foreign Exchanges earing amounted to Rs.. 1,175.48 lacs and for the previous year it was Rs.. 922.88 lacs and the total foreign exchange outgo amounted to Rs.. 124.63 lacs and for the previous year it was Rs.. 32.99 lacs. Increase in Foreign exchange outgo is mainly due to expense incurred for registration of products and related legal expenses

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS :

Tenure of Mr. Jayesh P. Choksi, Managing Director and Mr. Pranav Choksi, Executive Director has been expired on March 31, 2015. The Board recommend re-appointment of Mr. Jayesh P. Choksi as Chairman and Managing Director and Mr. Pranav Choksi as wholetime Director of the company for next 5 years subject to the approval of Shareholder and resolution for re-appointment of Mr. Jayesh P. Choksi as Chairman and Managing Director and Mr. Pranav Choksi as Wholetime Director is incorporated in the notice of 31st Annual General Meeting of the company.

Mr. Jayesh P. Choksi retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment Mr. Khantilal N. Sanghavi, an independent director and Mr. M. G. Dhapalapur, Executive Director submitted resignation to the Board on August 27th, 2014 and November 13th, 2014 respectively due to health issues related to age. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Khantilal N. Sanghavi and Mr. M. G. Dhapalapur towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes Mr. M. G. Dhapalapur a long and healthy life.

Further as per section 152, 161 including any statutory modification (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company is required to appoint a Woman Director on the board of the Company. Ms. Hemal Desai has been appointed as Additional Director w.e.f 13th November 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Ms. Hemal Desai offered herself to be appointed as the Executive whole - time Director of your Company.

The details of training and familiarization programmers and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employee's forms part of Corporate Governance Report of this Annual Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. The directors have selected such accounting policies and applied them consistently and made judgments 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 or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Equity Listing Agreement.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis and forms part to the Notes to Accounts in Note No. 31

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure B to the Board's report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary. Accordingly, the disclosure in Form AOC 1 is not applicable

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.guficbio.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected be haviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon explanation to the same are as below as per Section 134 of the Companies Act, 2013.

With refer to point no. 6 of Independent Auditor's Report company has unearthed the fraud committed by one of its marketing employee who has misappropriated amount of Rs.. 123.80 lacs from that Rs.. 22.50 Lacs has been recovered and management has taken necessary steps including legal action and is hopeful of recovering the said amount. Accordingly it has been shown the amount of Rs..123.80 Lacs under the head other non-Current Assets (other).

With refer to point no. 7 of Independent Auditor's Report:-

1. Advances and Debts recoverability is a common feature of any running business. The amount mentioned in 5(a)(I) keeps varying depending on the strategies adopted for the year for growth of company as a whole.

2. However, management is confident of recoverability of such debts and advances and the same are good and recoverable in nature

3. Due to strong internal control management has been successful in reducing its debts less than 1 year from Rs.. 326.69 Lacs to Rs.. 151.48 Lacs.

With refer to point no. 12(h) (iii) of Independent Auditor's Report they was delay in transferring unpaid dividend of Rs.. 2 lakhs credited to said account in FY 2006-07 pertaining to financial year 2005-06, which was due to dispute with bank and same is resolved. And necessary action has been started.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non-filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are compiled to the fullest extent.

AUDITORS:

The Auditors S H R & Co., Chartered Accountants, Mumbai, who was appointment at 30th Annual General Meeting of the Members of the company for 5 Year. The re-appointment to be ratify at ensuring Annual General Meeting of the members of the company

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed CS Gajanan Athavale, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure C"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

The detail information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as "Annexure E".

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors,

Place: Mumbai

Date: 29th May, 2015 Jayesh Choksi

Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL SUMMARY : Rs. in Lacs Particulars 2013-14 2012-13

Total Revenues 12363.65 10014.41

Profit Before Interest, Depreciation and Tax (PBIDT) 1265.68 1113.35

Interest 391.57 369.07

Depreciation 246.77 217.95

Profit Before Tax (PBT) 627.34 526.31

Provision for Tax 151.00 149.50

Excess Provisions Written Back 42.90 (9.30)

Provision for Deferred Taxation 7.01 53.19

Profit After Tax (PAT) 426.43 332.92

Surplus Brought Forward 1318.68 1030.71

Balance Available for Appropriation 1745.11 1363.63

Appropriations:

Dividend 38.68 38.68 Tax on Dividend 6.27 6.27 Transfer to General Res. - -

Surplus Carried Forward 1700.16 1318.68

FINANCIAL HIGHLIGHTS :

During the year under review the sales increased to Rs. 12363.65 Lacs in comparison to previous year''s Rs. 10014.41 Lacs an increased of 22.83%. PBIDT increased by 13.68% and PBT increased by 19.19% PAT increased by 28.08%.

DIVIDEND :

Please refer to Appendix No. I( As Attach)

LISTING :

Your Company is listed with the Bombay Stock Exchange Limited at P. J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2014- 2015 has already been paid by the Company.

FIXED DEPOSITS :

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors'' confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed;

* Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profits of the Company for that period;

* Proper and sufficient care has been taken 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;

* The annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE REPORT

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company''s governance practicesare described separately in this Annual Report. Your Company has obtained a certification from SHR & Co., Chartered Accountants on our compliance with Clause 49 of the ListingAgreement with Indian Stock Exchanges. This certificate is attachedto the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES :

The additional information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

PARTICULARS OF EMPLOYEES :

There are no employees whose information is required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS :

Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale, and Mr. Jagdish D. Shah are currently Non-Executive Independent Directors of the Company liable to retire by rotation. In view of the provisions of Sections 149 & 152 of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, it is proposed to appoint Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale, and Mr. Jagdish D. Shah as Independent Directors under Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, at the ensuing Annual General Meeting for a period of upto five years, not liable to retire by rotation. The Company has received notices in writing proposing for appointment of Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale, and Mr. Jagdish D. Shah as Independent Directors.

Mr. Sheyas K. Patel who was appointed as additional director on the meeting held on August 27, 2014 it is proposed to appoint Mr. Sheyas K. Patel as Independent Directors under Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, at the ensuing Annual General Meeting for a period of upto five years, not liable to retire by rotation. The Company has received notices in writing proposing for appointment of Mr. Shreyas K. Patel as Independent Directors.

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

AUDITORS :

Your Company''s statutory auditors, M/s. SHR & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 and 141 of the Companies Act, 2013 and are eligible for reappointment. Audit Committee and the Board recommend their reappointment.

AUDITOR''S REPORT :

The remarks as contained in the Auditor''s Report read with Notes forming part of the accounts are self-explanatory.

GREEN INITIATIVE :

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances byCompanies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to theirrespective registered E-mail addresses. Your Company appeals to you, its shareholders, who are yet toregister your E-mail addresses that you take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

GRATITUDE AND ACKNOWLEDGMENTS :

Your Directors wish to thank all stakeholders, medical professionals, business partners, government, other statutory bodies, banks, financial institutions and shareholders for their assistance, co-operation and encouragement. Your Directors also place on record their sincere appreciation for significant contribution made by the employees at all levels through their dedication, hard work and commitment and look forward to their continued support and unstinting efforts in ensuring an excellent all round operational performance.

For and on behalf of the Board of Directors,

Place: Mumbai Jayesh Choksi Date : 30th May, 2014 Chairman & Managing Director


Mar 31, 2013

The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL SUMMARY:

Rs.in Lacs Particulars 2012-13 2011-12

Total Revenues 10053.01 8393.28

Profit Before Interest, Depreciation and Tax (PBIDT) 1127.26 748.20

Interest 383.00 263.07

Depreciation 217.95 188.12

Profit Before Tax (PBT) 526.31 296.01

Provision for Tax 149.50 125.50

Excess Provisions Written Back (9.30) 29.18

Provision for Deferred Taxation 53.19 (10.38)

Profit After Tax (PAT) 332.92 152.71

Surplus Brought Forward 1030.71 922.95

Balance Available for Appropriation 1363.63 1075.66

Appropriations:

Dividend 38.68 38.68

Tax on Dividend 6.27 6.27

Transfer to General Res.

Surplus Carried Forward 1318.68 1030.71

FINANCIAL HIGHLIGHTS:

During the year under review the sales increased to Rs. 10053.01 Lacs in comparison to previous year''s Rs. 8393.28 Lacs an increased of 19.77%. PBIDT increased by 50.66% and PBT increased by 77.80% PAT increased by 118.01%.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs..1 each for the financial year ended 31st March 2013.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited at P. J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2013- 2014 has already been paid by the Company.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors'' confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed;

Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profits of the Company for that period;

Proper and sufficient care has been taken 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;

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges is given as a separate statement, which forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES:

There are no employees whose information is required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS:

As per the provisions of Companies Act, 1956 and Articles of Association, Mr. Ashok M. Tarale and Dr. M.G. Dhapalapur retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for the continuous support received from your Company''s customers, its dealers and suppliers and from its bankers. Your directors also acknowledge with gratitude the encouragement and support extended by its valued shareholders.

For and on behalf of the Board of Directors,

Place: Mumbai Jayesh Choksi

Date: 30th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL SUMMARY:

Rs. in Lacs

Particulars 2011-12 2010-11

Total Revenues 8393.28 7162.77

Profit Before Interest, Depreciation and Tax (PBIDT) 748.20 608.28

Interest 263.07 190.58

Depreciation 188.12 180.66

Profit Before Tax (PBT) 296.01 237.04

Provision for Tax 125.50 60.41

Excess Provisions Written Back 29.18 1.69

Provision for Deferred Taxation (10.38) 28.54

Profit After Tax (PAT) 152.71 146.40

Surplus Brought Forward 922.95 821.65

Balance Available for Appropriation 1075.66 968.05

Appropriations:

Dividend 38.68 38.68

Tax on Dividend 6.27 6.42

Transfer to General Res. - -

Surplus Carried Forward 1030.71 922.95

FINANCIAL HIGHLIGHTS:

During the year under review the sales increased to Rs. 8393.28 Lacs in comparison to previous year's Rs. 7162.77 Lacs an increased of 17.18%. PBIDT increased by 23% and PBT increased by 25.30%. PAT increased by 4.30%.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs..1 each for the financial year ended 31st March 2012.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited at P J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2012- 2013 has already been paid by the Company.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors' confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the profits of the Company for that period;

- Proper and sufficient care has been taken 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;

- The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges is given as a separate statement, which forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES:

There are no employees whose information is required to be given under Section 2I7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS:

As per the provisions of Companies Act, 1956 and Articles of Association, Mr. Sharat S. Gandhi and Mr. Pranav J. Choksi retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for the continuous support received from your Company's customers, its dealers and suppliers and from its bankers. Your directors also acknowledge with gratitude the encouragement and support extended by its valued shareholders.

For and on behalf of the Board of Directors,

Place: Mumbai Jayesh Choksi

Date: 10th July, 2012 Chairman & Managing Director


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL SUMMARY:

Rs.in ,000

2010-11 2009-10

Sales and Other Income 718,965 633,321

Earnings Before Interest,

Depreciation and Tax 62,964 56,285

Amortisation (EBIDTA)

Interest 21,194 22,724

Depreciation 18,066 16,625

Profit Before Tax (PBT) 23,704 16,936

Provision for Tax 6,041 6,100

Short / (Excess) Tax

Provisions of Earlier Year 168 (1571)

Provision for Deferred

Taxation 2,854 129

Profit After Tax (PAT) 14,641 12,278

Surplus Brought Forward 82,165 74,397

Balance Available for Appropriation 96,805 86,674

Appropriations:

Dividend 3,868 3,868

Tax on dividend 642 642

Transfer to General Res - -

Surplus Carried Forward 92,295 82,165

FINANCIAL HIGHLIGHTS:

During the year under review the sales Increased to Rs.. 715783393 in comparison to previous year's Rs.. 628864052 reflecting an increase of 13.82%.. EBITA increased by 11.57% and PBT increased by 38.97 %. PAT increased by 19.25%.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs 1 each for the financial year ended 3l st March 20ll.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited at R J. Towers, Dalai Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2011 - 2012 has already been paid by the Company.

FIXED DEPOSHS:

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS RESPONSIBILITY ST ATEMENT:

In terms of provisions of Section 2I7(2AA) of the Companies Act, your Directors' confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and air view of the state of affairs of the Company at the end of the financial year ended 31 st March, 2010 and of the profits of the Company for that period;

- proper and sufficient care has been taken 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;

- the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is annexed hereto.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

EMPLOYEES:

There are no employees drawing remuneration above the limits specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

Dr. M.G. Dhapalapur, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Khantilal N. Sanghavi, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

COST EFFECT IVENESS AND EFFICIENCY:

The Board and Senior Management of the Company are committed to ensure efficiency and cost effectiveness. The Management is striving hard to improve yield and productivity of manufacturing and marketing processes. The Company is making highest possible efforts to maintain quality and therapeutic effectiveness of its products. Enterprise Resource Planning (ERP) system is effectively contributing for speedy and effective communication between different offices of the Company placed all over Country including Factory Premises and Administrative Office.

APPRECIATION:

Your Directors wish to place on record their appreciation of the dedication, commitment and contribution of all the stakeholders and employees of the Company.

For and on behalf of the Board of Directors

Jayesh P. Choksi Mumbai

Chairman & Managing Director 31 st August 2011














Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL SUMMARY: Rs in,000 2009-10 2008-09

Sales and Other Income 633,321 531,667

Earnings Before Interest, Depreciation and Tax 56,285 60,147 Amortisation (EBITA)

Interest 22,724 26,246

Depreciation 16,625 16,725

Profit Before Tax (PBT) 16,936 17,176

Provision for Tax 6,100 (2,320)

Fringe Benefit Tax - 956

Excess Provision Written Back (1,571) (7,414)

Provision for Deferred

Taxation 129 12,950

Profit After Tax (PAT) 12,278 8,364

Surplus Brought Frd. 74,397 70,558

Balance Available for Appropriation 86,674 78,921

Appropriations: Dividend Tax on dividend 3,868 3,868

Transfer to General Res. 642 657

Surplus Carried Forward 82,165 74,397



FINANCIAL HIGHLIGHT:

The total revenue of the Company grew by 19.12% to Rs 6333.21 lakhs. During the year under review the sales increasedfrom Rs 516,841 thousand in comparison to previous year to Rs 628,864 thousand an increase of 21.67 %. Reduction in sales of Chemical Segment and gradual loss in Agro Segments reflected and had their effects on total earning of the Company. EBITA reduced by 6.42%. PBT decreased by 1.42 %. PAT increased by 46.79.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs 1 each for the financial year ended 31st March 2010.

LISTING:

Your Company is listed with the Bombay Stock Exchange at P. J. Towers, Dalal Street, Mumbai 400 001, bearing script Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing script Code No. GUFICBIO. The listing fees for the year 2010- 2011 has already been paid by the Company.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposit from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and air view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profits of the Company for that period;

- proper and sufficient care has been taken 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;

- the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is annexed hereto.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

EMPLOYEES:

There are no employees drawing remuneration above the limits specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

Mr. Ashok M. Tarale, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offer him for reappointment.

Mr. Pranav J. Choksi, Director of the Company, retires at the ensuing Annual General Meeting and offers him for appointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

COST EFFECTIVENESS AND EFFICIENCY:

The board and Senior Management of the Company are committed to ensure efficiency and cost effectiveness. The Management is striving hard to improve yield and productivity of manufacturing and marketing processes. The Company is making highest possible efforts to maintain quality and therapeutic effectiveness of its products. Enterprises Resources Planning (ERP) system is effectively contributing for speedy and effective communication between different offices of the Company placed all over Country including Factory Premises, Administrative Office.

APPRECIATION:

Your Directors would like to place on record their sincere gratitude to the Shareholders, Bankers, Business Associates, Medical Professionals, Customers, Government, and other Regulatory Agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the staff members of GUFIC FAMILY and look forward to their continued support.

By order of the Board of Directors,

Jayesh P. Choksi Mumbai

Chairman & Managing Director 30th August 2010



 
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