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Directors Report of J B Chemicals & Pharmaceuticals Ltd.

Mar 31, 2016

The directors are pleased to present the fortieth report and audited financial statement of the Company for the year ended on March 31, 2016.

1. FINANCIAL HIGHLIGHTS

The following is the highlight of financial performance of the Company during the year under review as well as appropriation of profits.

(Rs. in lakhs)

Particulars 2015-16 2014-15

Revenue from Operations (Net) 114,816.77 106,142.12

Other Income 5,292.39 1,040.88

Total Revenue 120,109.16 107,183.00

Profit before finance cost and depreciation 27,672.43 20,335.42

Less: Finance cost 922.27 665.01

Less: Depreciation & Amortisation expense 4,040.56 3,759.99

Profit before tax 22,709.60 15,910.42

Provision for tax:

Current Tax 4,950.00 4,200.00

Deferred tax 120.75 352.17

Profit for the period after tax 17,638.85 11,358.25

Balance brought forward from previous year 44,241.46 47,725.65

Amount available for appropriation 61,880.31 59,083.90

Appropriations:

Proposed dividend 424.10 11,873.15

Tax on proposed dividend 86.34 2,417.09

Interim dividend paid 3,816.90 -

Tax on Interim dividend 777.04 -

Less: Residual value of assets without useful life adjusted against opening balance - 347.40

Less: Adjustment pursuant to the Scheme of Amalgamation and Arrangement - 204.80

Less: Dividend and dividend distribution tax on equity shares issued under ESOP before AGM held on 19-08-2015 1.81 -

Balance carried forward to balance sheet 56,774.12 44,241.46

Total 61,880.31 59,083.90

2. DIVIDEND

Your directors recommend a final dividend of Re.0.50 (25%) per equity share of face value of Rs. 2.

During the year, the Board of Directors declared interim dividend of Rs. 4.50 (225%) per equity share of face value of Rs. 2. The final dividend, if declared, together with interim dividend already paid would result in total outgo of Rs. 51.04 crores including dividend distribution tax. In the previous year, the Company paid dividend of Rs. 14 per equity share comprising of special dividend of Rs. 10 per share and regular dividend of Rs. 4 per share.

3. OPERATIONS/STATE OF AFFAIRS

The net sales during the year at Rs. 1,119.93 crores were 7.88% higher over the previous year. The total operating revenue at Rs. 1,148.17 crores were 8.17% higher; while the total income for the year at Rs. 1,201.09 crores shows increase of 12.06% due to higher other income. The operating profit of Rs. 184.12 crores registered margin improvement of 9.57% over previous year due to favourable product mix as well as containment of costs. The profit before tax and profit after tax at Rs. 227.10 crores and Rs. 176.39 crores registered growth of 42.73% and 55.30% respectively.

The domestic formulations business achieved good growth of 13.06% at sales of Rs. 423.33 crores, while contrast media products achieved growth of 14.76% at sales of Rs. 40.32 crores. The overall formulations exports at Rs. 531.65 crores registered growth of 5.96%, which is lower mainly due to depreciation of currencies against US Dollar. The exports to Rest of the World countries at Rs. 390.72 crores registered growth of 11.60% in Rupee terms. However, the other formulations exports including exports for Russia-CIS market were lower. The total sales of bulk drugs stood at Rs. 100.56 crores against Rs. 103.76 crores in the previous year.

4. RESPONSIBILITY STATEMENT

The directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2015-16 and of profit of the Company for that year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the year ended on March 31, 2016 on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. SUBSIDIARIES

During the year, the Company''s subsidiary Unique Pharmaceutical Laboratories FZE ("UPL FZE") acquired 2,194,030 Ordinary Shares in Biotech Laboratories (Pty.) Ltd. ("Biotech") from Afrika Biopharma Investments (Pty). Ltd. Consequent to restructuring of existing 49% shareholding in Biotech and issue of certain shares by Biotech after the aforesaid acquisition, UPL FZE now holds 95.24% voting capital of Biotech. Accordingly, Biotech has become subsidiary of the Company. Subsequently, the Company''s subsidiary J.B. Healthcare Pvt. Ltd., Jersey, has been dissolved.

The report on financial performance and financial position of the subsidiary companies as on March 31, 2016 is presented in Annexure-A.

6. CORPORATE GOVERNANCE

A certificate from auditors of the Company on compliance of conditions of corporate governance is annexed to this report. The management discussion and analysis report and compliance report on corporate governance as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the said Regulations") form part of this annual report. This annual report contains information as on and has been prepared in accordance with the provisions of the said Regulations as applicable on March 31, 2016.

7. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013. All the public deposits accepted prior to the commencement of the said Act have been repaid in the previous year.

8. DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Pranabh Mody retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment.

All independent directors have given a declaration to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 as well as in Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Board appointed Mr. Shaukat H. Merchant as an additional director on February 3, 2016. He is an independent director and holds office up to the date of ensuing annual general meeting. The Company has received, pursuant to Section 160 of the Companies Act, 2013, a notice from a member proposing candidature of Mr. Shaukat H. Merchant to the office of director of the Company. It is proposed to appoint Mr. Shaukat H. Merchant as an independent director of the Company. Mr. Shaukat Merchant is a Senior Solicitor & Senior Partner of the Law Firm M/s. M&M Legal Ventures, Advocates & Solicitors, Mumbai which was established by him in the year 1993. He possesses expertise in the field of law. His detailed profile is given in notice for the ensuing annual general meeting. This profile is deemed to form part of this report.

During the year, Mr. Mahesh K. Shrof, independent director, resigned from the Board due to his health reasons. Total 5 meetings of the Board of Directors of the Company were held during the year 2015-16. They were held on May 20, 2015, August 5, 2015, November 4, 2015, February 3, 2016 and March 11, 2016.

9. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY

The Company''s policy on directors'' appointment is set out in Annexure-B. The Company''s policy on directors'' remuneration including criteria for determining qualifications, positive attributes and independence of a director as well as policy relating to remuneration of Key Managerial Personnel and other employees is set out in Annexure-C.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure D.

11. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, the Board of the Company has constituted Corporate Social Responsibility (CSR) Committee comprising of Dr. Satyanarain Agarwala, independent director, Mr. Bharat P. Mehta and Mr. Pranabh Mody. The CSR Committee has formulated and recommended CSR Policy of the Company to the Board, which the Board has approved. The details and contents of CSR policy and annual report on CSR in the prescribed form are set out in Annexure-E.

The Company spent Rs. 243.58 lakhs on prescribed CSR projects/ activities during 2015-16 as against Rs. 274.78 lakhs being 2% of the average net profits of the Company made during the three immediately preceding financial years. Pursuant to second proviso to Section 135(5) of the Companies Act, 2013, Board has to specify that the Company could not spend the entire amount of Rs. 274.78 lakhs as it did not come across other deserving activity/projects for the benefit of needy section of the society.

12. AUDIT COMMITTEE AND VIGILANCE MECHANISM

The Board has constituted Audit Committee comprising of Mr. Durga Dass Chopra, Dr. Satyanarain Agarwala, Mr. Dinesh Mody, Dr. N.N. Maniar and Ms. Krupa Gandhi. There has been no instance of non-acceptance of recommendation of Audit Committee by the Board.

The Board of directors has established vigil mechanism in the form of Whistle Blower Policy to enable directors, employees and other stakeholders to make written Protected disclosures (as defined in the policy) to the Chairman of the Redressal Committee for evaluation and investigation. The Policy empowers the Redressal Committee to investigate if the issue raised constitutes Protected disclosure, complete the investigation in a time bound manner and recommend, after consultation with the Audit Committee, necessary corrective action to the concerned manager for implementation. The Policy provides for access of whistle blower to the Chairman of the Audit Committee in appropriate or exceptional circumstances. The Policy provides for adequate safeguards of whistle blowers against any kind of victimisation or unfair treatment but also provides for taking stern disciplinary action against who abuses the protection so granted. This functioning of vigil mechanism is periodically reviewed by the Audit Committee. The Company has posted the Whistle Blower Policy on its website www.jbcpl.com

13. ANNUAL PERFORMACE EVALUATION

The Board of Directors has laid down the criteria for evaluation of performance of individual directors, Board of Directors and Committees of the Board. The Nomination and Remuneration Committee first carried out evaluation of performance of each director during 2015-16 against the criteria. The result of this process was placed before the Board at its meeting held on May 20, 2016, which (excluding the director being evaluated) also independently carried out evaluation of performance of each director. The Board at the said meeting also carried out performance evaluation of each Board constituted committee (excluding the members of the Committee being evaluated) against the criteria. The Board''s own performance was also evaluated by each individual director based on the criteria. The Chairman of the Board then reviewed the outcome of entire performance evaluation process and shared the same with the Board members.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered into by the Company with the related parties during the year were pursuant to the contract or arrangement approved by the Audit Committee and the Board of Directors. The transactions so entered into were in the ordinary course of business of the Company and on arm''s length basis. The contract or arrangement or transactions were neither material in terms of the Policy on materiality of related party transactions adopted by the Company nor it exceeded the threshold limit prescribed pursuant to first proviso to Section 188(1) of the Companies Act, 2013. Therefore, there is no information to be furnished in Form AOC-2. However, every contract or arrangement entered into pursuant to Section 188(1) of the Companies Act, 2013 is referred to in Annexure-F pursuant to Section 188(2) of the Companies Act, 2013. The terms of these contracts or arrangements are on arm''s length basis and in ordinary course of business, and have been approved by the Audit Committee and the Board of Directors.

15. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013, as on March 31, 2016 is given in Annexure-G.

16. PARTICULARS OF EMPLOYEES AND OTHER REMUNERATION RELATED DISCLOSURES.

A statement showing name and other particulars of the employees in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-H.

The remuneration related and other disclosure required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-I.

17. EMPLOYEE STOCK OPTION PLAN

The disclosure of details in respect of the Company''s Employee Stock Option Plan, as required under the Companies (Share Capital and Debentures) Rules, 2014 are set out in Annexure-J to this report.

18. LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 during the year and outstanding as at the year-end are given in Annexure-K.

19. RISK MANAGEMENT

The Board of Directors has developed and implemented risk management policy for the Company. The Board periodically monitors the risk management plan and reviews mitigation measure taken in relation thereto.

20. INTERNAL FINANCIAL CONTROLS

The Board has adopted internal financial controls encompassing policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to Company''s policies, the safeguarding of the Company''s assets, prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The specific internal financial controls with reference to financial statements include internal audit of important activities and processes relating to preparation of financial statements, adoption of well defined standard operating procedure for business transactions and compliance relating thereto, use of ERP for accuracy and control, review of periodically prepared financial statements with objective to ensure that financial statements present true and fair view and are correct, sufficient, credible and in compliance with legal and regulatory requirement.

Neither management of the Company has come across any instance of fraud during the year 2015-16 nor the auditors of the Company has reported any such instance to the Audit Committee.

21. ORDER OF NATIONAL GREEN TRIBUNAL

In proceeding instituted by certain NGOs, National Green Tribunal, Pune Bench ("Tribunal"), by its judgement and Order dated 8-1-2016 ("the said Order"), inter alia, held that grant of ex-post facto environmental clearance by the Ministry of Environment and Forests ("MoEF") under Circular dated 14-5-2002 issued by MoEF was not in accordance with the provisions of the Environment (Protection) Act, 1986. Accordingly, the environmental clearance granted to the Company on 23-12-2002 in respect of its bulk drugs unit at Panoli, Gujarat ("the said unit") and such clearance granted to certain other respondents companies under EIA Notification dated 27-1-1994 has been held to be bad in law and the Tribunal consequently ordered closure of industrial activities of all the respondents'' industrial units including the Company''s said unit. The Company fled Application before the Tribunal for review of its said Order on the ground that the Company has another environmental clearance dated 8-8-2007 issued by MoEF under EIA Notification dated 14-9-2006 and Consolidated Consent and Authorisation dated 2-11-2013 issued by Gujarat Pollution Control Board. The Tribunal has, however, not allowed the Company''s Review Application by judgement and Order dated 17-5-2016. The Tribunal has stayed its said judgement and Order dated 17-5-2016 for a period of two months by an Order passed on 18-5-2016. The Company is now in the process of fling an appeal before the Supreme Court. This Order does not impact going concern status of the Company.

Your Directors believe that the Company holds valid and subsisting clearance and consent for running of the said unit.

22. AUDITORS AND AUDITORS REPORT

The Board of Directors recommends re-appointment of M/s J.K. Shah & Co., Chartered Accountants, as auditors of the Company, to hold office after conclusion of ensuing annual general meeting until conclusion of the next annual general meeting. M/s J.K. Shah & Co., being eligible, has submitted their written consent and certificate of eligibility.

In respect of the auditors'' observation contained in paragraph (i) (c) of Annexure-A to the Auditors'' report, your directors have to inform the members that the said observation pertain to a residential fat in Kolkata purchased on May 15, 1992 at cost of Rs. 2.64 lakhs (w.d.v. as on March 31, 2016 Rs. 1.62 lakhs), which is being used by the Company in the ordinary course of business. The purchase agreement in respect of this premise could not be then registered due to unavailability of the Seller. However, the Company is in continuous possession. The Company has re-initiated efforts to get the said document registered.

23. SECRETARIAL AUDIT REPORT

Ashish Bhatt & Associates, Practising Company Secretaries, Secretarial Auditor of the Company, carried out secretarial audit for the financial year 2015-16 as provided under Section 204 of the Companies Act, 2013 and the rules made there under. The secretarial audit report given by the said auditor is annexed to this report as Annexure-L.

24. HEALTH AND SAFETY

The Company continues to accord high priority to health and safety of employees at all manufacturing locations. During the year under review, the Company conducted safety training programmes for increasing disaster preparedness awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants.

25. APPRECIATION

Your Directors record their sincere gratitude to the banks for their assistance and shareholders, business associates, medical professionals and customers for their continued support and faith in the Company, and to employees of UNIQUE FAMILY for their valuable services and commitment.

For and on behalf of the Board of Directors

J. B. Mody

Chairman & Managing Director

Place : Mumbai

Date : May 20, 2016


Mar 31, 2015

Dear Members,

The directors are pleased to present the thirty-nineth report and audited financial statement of the company for the year ended on March 31,2015.

1. FINANCIAL HIGHLIGHTS

The following is the highlight of financial performance of the company during the year under review as well as appropriation of profits.

(Rs in lakhs) 2014-15 2013-14

Revenue from Operations (Net) 106,142.12 95,653.39

Other Income 1,040.88 3,753.77

Total Income 107,183.00 99,407.16

Profit before finance cost and depreciation 20,335.42 19,177.99

Less: Finance cost 665.01 612.70

Less: Depreciation & Amortisation expense 3,759.99 2,716.51

Profit before extraordinary item and tax 15,910.42 15,848.78

Less: Exceptional Item: Revision of purchase price in respect of sale of Russia-CIS OTC - 6,450.00 Business Undertaking

Profit before tax 15,910.42 9,398.78 Provision for tax:

Current Tax 4,200.00 3,550.00

Earlier year's tax - (572.98)

Deferred tax 352.17 (208.56)

MAT Credit of earlier years - (212.23)

Profit for the period after tax 11,358.25 6,842.55

Balance brought forward from previous year 47,725.65 44,542.81

Amount available for appropriation 59,083.90 51,385.36

Appropriations:

Proposed dividend 11,873.15 2,543.23

Tax on proposed dividend 2,417.09 432.22

Transfer to General Reserve - 684.26

Less: Residual value of assets without useful life adjusted against opening balance 347.40 -

Less: Adjustment pursuant to the Scheme of Amalgamation and Arrangement 204.80 -

Balance carried forward to balance sheet 44,241.46 47,725.65

Total 59,083.90 51,385.36

2. DIVIDEND

Your directors recommend a dividend of Rs. 14 (Rs. 3 per equity share in the previous year) per equity share of face value of Rs. 2, comprising of special dividend of Rs.10 per share and regular dividend of Rs. 4 per share for the year 2014-15. This dividend would be paid on the total number of equity shares issued by the company as on the date of book closure for the purpose. This dividend of Rs. 14 per share together with dividend distribution tax will absorb Rs. 142.90 crores.

3. OPERATIONS/STATE OF AFFAIRS

The net sales during the year at Rs. 1,038.14 crores were 11.10% higher over the previous year, while the total revenue for the year at Rs. 1,071.83 crores was 7.82% higher over the previous year. The previous year's other income included Rs. 17.64 crores being write back of excess provision for expenses in relation to

Russia-CIS OTC business sold by the company. While the profit before tax at Rs. 159.10 crores was marginally higher when compared against profit before tax and exceptional item of the previous year, the profit after tax for the year stood at Rs. 113.58 crores.

The domestic formulations business continued to do well and achieved overall sales of Rs. 409.57 crores that represents growth of 15.22%. The prescription products business at sales of Rs. 373.43 grew by 15.95% over the previous year, while the contrast media business sales of Rs. 35.13 crores grew by 7.95%. The company plans to continue to focus on brand building and therapy building with aim of increasing the share of focus products.

The total formulations exports during the year at Rs. 501.76 crores were 8.09% higher over the previous year. Out of this, the exports to rest of the world countries at Rs. 350.11 crores grew by 16.83% in Rupee terms, while the exports for Russia- CIS market at Rs. 69.26 crores, though not strictly comparable with the previous year, were lower. The sales of bulk drugs at Rs. 103.76 crores were 4.45% higher over the previous year.

4. RESPONSIBILITY STATEMENT

The directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2014-15 and of profit of the company for that year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the year ended on March 31,2015 on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. SUBSIDIARIES AND JOINT VENTURE

The report on financial performance and financial position of the subsidiary companies and a joint venture as on March 31, 2015 is presented in Annexure-A. During the year,

J.B. Chemicals & Pharmaceuticals Private Limited, Singapore, ceased to be the company's subsidiary consequent to its dissolution.

6. CORPORATE GOVERNANCE

A certificate from auditors of the company on compliance of conditions of corporate governance is annexed to this report. The management discussion and analysis report and compliance report on corporate governance as required by Clause 49 of the Listing Agreement form part of this annual report. The corporate governance report contains information as on and has been prepared in accordance with the provisions as applicable on March 31,2015.

7. PUBLIC DEPOSITS

At the commencement of the year, the company had aggregate fixed deposits of Rs. 1088.45 lakhs accepted from public and shareholders of the company. Pursuant to the provisions of Section 74 of the Companies Act, 2013, the company during the year has repaid the entire amount along with interest to the deposit holders. The company did not accept or renew any deposit during the year. Accordingly, no deposit accepted by the company prior to the commencement of the Companies Act, 2013 remained unpaid at the end of the year.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, Mr. Bharat P. Mehta retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment.

All independent directors have given a declaration to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

During the year, the Board appointed Mr. Devang R. Shah as an additional director on December 16, 2014. He is an independent director and holds office up to the date of ensuing annual general meeting. It is proposed to appoint Mr. Devang Shah as independent director of the company. The company has received, pursuant to Section 160 of the Companies Act, 2013, a notice from a member proposing candidature of Mr. Devang Shah to the office of director of the company.

During the year, Mr. B.S. Mehta and Mr. Sanjay Asher, independent directors, resigned from the Board. Mr. Bhavesh Joshi who was appointed as a Chief Financial Officer resigned from services of the company and the Board has in his place appointed Mr. Vijay D. Bhatt as Chief Financial Officer. 6 meetings of the Board of directors of the company were held during the year 2014-15.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The company's policy on directors' appointment is set out in Annexure-B. The company's policy on directors' remuneration including criteria for determining qualifications, positive attributes and independence of a director as well as policy relating to remuneration of Key Managerial Personnel and other employees is set out in Annexure-C.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-D.

11. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, the Board of the company has constituted Corporate Social Responsibility (CSR) Committee comprising of Dr. Satyanarain Agarwala, independent director, Mr. Bharat P. Mehta and Mr. Pranabh Mody. The CSR Committee has formulated and recommended CSR Policy of the company to the Board, which the Board has approved. The details and contents of CSR policy and annual report on CSR in the prescribed form are set out in Annexure-E.

12. AUDIT COMMITTEE AND VIGILANCE MECHANISM

The Board has constituted audit committee comprising of Mr. Durga Dass Chopra, Dr. Satyanarain Agarwala, Mr. Dinesh B. Mody, Dr. N.N. Maniar and Ms. Krupa Gandhi. There has been no instance of non-acceptance of recommendation of audit committee by the Board.

The Board of directors has established vigil mechanism in the form of Whistle Blower Policy to enable directors, employee and other stakeholders to make written Protected disclosures (as defined in the policy) to the Chairman of the Redressal Committee for evaluation and investigation. The Policy empowers the Redressal Committee to investigate if the issue raised constitutes Protected disclosure, complete the investigation in a time bound manner and recommend, after consultation with audit committee, necessary corrective action to the concerned manager for implementation. The policy provides for access of whistle blower to the chairman of the audit committee in appropriate or exceptional circumstances. The policy provides for adequate safeguards of whistle blowers against any kind of victimisation or unfair treatment but also provides for taking stern disciplinary action against who abuses the protection so granted. This functioning of vigil mechanism is periodically reviewed by the audit committee. The company has posted the Whistle Blower Policy on its website www.ibcpl.com.

13. ANNUAL PERFORMACE EVALUATION

The Board of directors has laid down the criteria for evaluation of performance of individual directors, Board of directors and committees of the Board. The Nomination and Remuneration Committee first carried out evaluation of performance of each director during the year against the criteria. The result of this process was placed before the Board at its meeting held on May 20, 2015, which (excluding the director being evaluated) also independently carried out evaluation of performance of each director. The Board at the said meeting also carried out performance evaluation of each Board constituted committee (excluding the members of the committee being evaluated) against the criteria. The Board's own performance was also evaluated by each individual director based on the criteria.

The chairman of the Board then reviewed the outcome of entire performance evaluation process and shared the same with the Board members.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the company with related parties during the year were pursuant to the contract or arrangement approved by the audit committee and the board of directors. The transactions so entered into were in the ordinary course of business of the company and on arm's length basis. The contract or arrangement or transactions were neither material in terms of policy on materiality of related party transactions adopted by the company nor it exceeded the threshold limit prescribed pursuant to first proviso to Section 188(1) of the Companies Act, 2013. Therefore, provision of information in Form AOC-2 is not applicable. However, every contract or arrangement approved by the Board pursuant to Section 188(1) of the Companies Act, 2013 during the year under review is referred to in Annexure-F pursuant to Section 188(2) of the Companies Act, 2013. These contracts or arrangements are on arm's length basis and in ordinary course of business.

15. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return as provided under Section 92(3) of the Companies Act, 2013, as on March 31, 2015 is given in Annexure-G.

16. PARTICULARS OF EMPLOYEES AND OTHER REMUNERATION RELATED DISCLOSURES

A statement showing name and other particulars of employees in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-H.

The remuneration related and other disclosure required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-I.

17. EMPLOYEE STOCK OPTION PLAN

The disclosure of details in respect of the company's Employee Stock Option Plan, as required under the Companies (Share Capital and Debentures) Rules, 2014 are set out in Annexure-J to this report.

18. LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 during the year and outstanding as at the year-end are given in Annexure-K.

19. RISK MANAGEMENT

The Board of directors has developed and implemented risk management policy for the company. Pursuant to the Listing Agreement, the Board has constituted risk management committee and delegated monitoring and reviewing of the risk management plan to the committee. The status of mitigation measure in respect of risk management plan is reviewed by the risk management committee periodically.

20. INTERNAL FINANCIAL CONTROLS

The Board has adopted internal financial controls encompassing policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to company's policies, the safeguarding of the company's assets, prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The specific internal financial controls with reference to financial statements include internal audit of important activities and processes relating to preparation of financial statements, adoption of well defined standard operating procedure for business transactions and compliance relating thereto, use of ERP for accuracy and control, review of periodically prepared financial statements with objective to ensure that financial statements present true and fair view and are correct, sufficient, credible and in compliance with legal and regulatory requirement.

21. SIGNIFICANT AND MATERIAL ORDERS

No significant or material order has been passed by the regulators or courts or tribunals against the company.

22. AUDITORS

The board of directors recommends re-appointment of M/s J.K. Shah & Co., Chartered Accountants, as auditors of the company, to hold office after conclusion of ensuing annual general meeting until conclusion of the next annual general meeting. M/s J.K. Shah & Co., being eligible, have submitted their written consent and certificate of eligibility.

23. SCHEME OF AMALGAMATION AND ARRANGEMENT

The Scheme of Amalgamation and Arrangement between Jyotindra Mody Holdings Private Limited and Ansuya Mody Securities Private Limited and Dinesh Mody Securities Private Limited and Kumud Mody Securities Private Limited and Shirish B. Mody Investments Private Limited and Bharati S. Mody Investments Private Limited ("Transferor Companies") and J. B. Chemicals & Pharmaceuticals Limited ("Transferee Company") and their respective shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 55 of the Companies Act, 2013 and

any other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 ("Scheme"), which was approved by the Board on 15/4/2014 and members of the company at court convened meeting held on 14/10/2014 and public shareholders through postal ballot and e-voting on 16/10/2014, was sanctioned by the Hon'ble Bombay High Court on 27/2/2015. The Scheme has become effective on 13/4/2015 with appointed date of 1/4/2014.

Accordingly, the Transferor Companies stand merged with the company and the merger has been given effect to in the financial statements of the company for the year ended on March 31, 2015. Consequently, 4,33,42,270 equity shares of FY Rs. 2 held by the Transferor Companies in the company have been cancelled and the company has allotted 4,33,42,270 equity shares of Rs. 2 each credited as fully paid up to the shareholders of the Transferor Companies in accordance with the fair share entitlement ratio specified in the Scheme.

24. SECRETARIAL AUDIT REPORT

Ashish Bhatt & Associates, company secretaries, secretarial auditor of the company, carried out secretarial audit as provided under Section 204 of the Companies Act, 2013 and the rules made there under for the financial year 2014-15. The secretarial audit report given by the said auditor is annexed to this report as Annexure-L.

25. HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees at all manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants.

26. APPRECIATION

Your directors record their sincere gratitude to the banks for their assistance and shareholders, business associates, medical professionals and customers for their continued support and faith in the company and to employees of UNIQUE FAMILY for their valuable services and commitment.

For and on behalf of the Board of Directors

Place: Mumbai J. B. Mody Date: May 20, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The directors are pleased to present the thirty eighth report and audited statement of accounts of the company for the year ended on March 31, 2014.

1. FINANCIAL RESULTS

The following is the summary of f nancial performance of the company during the year under review as well as appropriation of prof ts.

(Rs in lakhs) 2013-14 2012-13

Revenue from Operations (Net) 95,653.39 81,642.25

Other Income 3,753.77 2,596.07

Total Income 99,407.16 84,238.32

Prof t before f nance cost and 19,177.99 13,738.23 depreciation

Less: Finance cost 612.70 524.18

Less: Depreciation & Amortisation 2,716.51 2,439.58 expense

Prof t before extraordinary item 15,848.78 10,774.47 and tax

Less: Exceptional Item: Revision 6,450.00 – of purchase price in respect of sale of Russia-CIS OTC Business Undertaking

Prof t before tax 9,398.78 10,774.47

Provision for tax:

Current Tax (Net) 2,977.02 1,736.00

Deferred tax (208.56) 541.80

MAT Credit (212.23) 2.82

Prof t for the period after tax 6,842.55 8,493.85

Balance brought forward from 44,542.81 39,871.45 previous year

Amount available for 51,385.36 48,365.30 appropriation

Appropriations:

Proposed dividend 2,543.23 2,541.22

Tax on proposed dividend 432.22 431.88

Transfer to General Reserve 684.26 849.39

Balance carried forward to balance 47,725.65 44,542.81 sheet

Total 51,385.36 48,365.30

2. DIVIDEND

Your directors recommend a dividend of Rs. 3 (Rs. 3 per equity share in the previous year) per equity share of face value of Rs. 2 for the year 2013-14. This dividend would be paid on the total number of equity shares issued by the company as on the date of book closure for the purpose.

3. OPERATIONS

The normal business performance of the company during the year 2013-14 was better than the last year. During the year, the net revenue from operations at Rs. 956.53 crores was 17.16% higher against Rs. 816.42 crores in the previous year, while the total income for the year at Rs. 994.07 crores was 18.00% higher against Rs. 842.38 crores in the previous year. The prof t before exceptional item and tax for the year at Rs. 158.49 crores shows growth of 47.10% over the previous year. During the year, the company paid Rs. 64.50 crores to the purchaser of company''s Russia-CIS OTC business undertaking on account of revision of purchase price following mutual settlement of the disputes keeping in view the on-going business relationship and in order to avoid the cost and delay of arbitration. Consequently, the prof t before tax and prof t after tax for the year stood at Rs. 93.99 crores and Rs. 68.42 crores respectively.

The domestic formulations business achieved growth of 16.66%. During the current year, the company aims to improve performance based on harnessing potential of the existing products, further improving productivity of f eld personnel coupled with selective new products launches and cost reduction programmes.

The exports to the Rest of the world markets achieved good growth of 20.63% in terms of billing currency and 35.80% in Rupee terms. The company continues to focus on US, UK, Canada, Australia, South Africa, Africa, Latin American, Asian and Middle-East markets for future growth. The sales in Russia-CIS markets were lower than the last year. However, the company continues to invest for growth in this region.

The total sales of bulk drugs achieved growth of 59.53%.

The company earned foreign exchange of Rs. 560.54 crores (on FOB basis) and spent foreign exchange of Rs. 156.86 crores, and thus earned valuable foreign exchange for the country.

4. RESPONSIBILITY STATEMENT

The directors conf rm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of af airs of the company at the end of f nancial year 2013-14 and of prof t of the company for that year;

(iii) that they have taken proper and suf cient 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; and

(iv) that they have prepared the annual accounts for the year ended on March 31, 2014 on a going concern basis.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 1 to this report.

6. PARTICULARS OF EMPLOYEES

The particulars of employees of the company, in terms of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure 2 to this report.

7. SUBSIDIARY COMPANIES

During the year, the company set up a wholly owned subsidiary company viz. Unique Pharmaceutical Laboratories FZE in Dubai, with object to place right focus on the marketing and promotion activity of Russia-CIS business so as to achieve enhanced market penetration and target growth.

The accounts, report of the directors and auditors and other statement(s) as set out in section 212 of the Companies Act, 1956, in respect of the company''s subsidiaries viz. OOO Unique Pharmaceutical Laboratories, J. B. Healthcare Pvt. Ltd., J. B. Chemicals & Pharmaceuticals Private Limited and LLC Unique Pharmaceutical Laboratories are not attached pursuant to the general exemption granted by the Central Government pursuant to general circular No.2/2011 dated February 8, 2011. The f rst f nancial year of Unique Pharmaceutical Laboratories FZE, Dubai will end on March 31, 2015. The particulars of performance of the subsidiaries for and its f nancial positions as on March 2014 is given in consolidated balance sheet as required in terms of the said general exemption. The members are informed that annual accounts of the said subsidiaries and the related detailed information will be made available on request. The accounts of the said subsidiaries are also open for inspection by the members at the registered of ce of the company.

8. EMPLOYEE STOCK OPTION PLAN

The disclosures in respect of the company''s Employee Stock Option Plan, as required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure 3 to this report.

9. CORPORATE GOVERNANCE

A certif cate from auditors of the company on compliance of conditions of corporate governance is annexed to this report. The management discussion and analysis report and compliance report on corporate governance as required by clause 49 of the listing agreement form part of this annual report. The corporate governance report contains information as on and has been prepared in accordance with the provisions as applicable on March 31, 2014.

10. PUBLIC DEPOSITS

As on the year end, total unmatured deposits stand at Rs.1087.60 lakhs, while deposits amounting to Rs. 0.85 lakhs remained unclaimed. During the year, the company repaid deposits of Rs. 540.40 lakhs.

11. HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees at all manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants.

12. DIRECTORS

In accordance with provisions of the Companies Act, 2013, Mr. Shirish B. Mody and Mr. Kamlesh L. Udani retire by rotation at the ensuing annual general meeting. They, being eligible, have of ered themselves for re-appointment. During the year, Ms. Krupa R. Gandhi was appointed as an additional director.

Mr. D.D. Chopra, Dr. S. Agarwala, Mr. Rajiv C. Mody, Dr. N.N. Maniar and Mr. Mahesh K. Shrof are the directors appointed by the members at general meeting and are independent directors of the company within the meaning of Listing Agreement entered into with the stock exchanges. It is proposed to appoint them as independent directors of the company pursuant to the Companies Act, 2013 in order to ensure compliance with mandatory provisions thereof in relation to appointment of independent directors.

Mr. Jashvantrai Joshi was appointed by the board on April 18, 2012, in casual vacancy caused by resignation of Mr. Rohan Shah. He is also an independent director and holds of ce up to the date of ensuing annual general meeting. Ms. Krupa R. Gandhi was appointed by the board on January 15, 2014, as

an additional director. She is also an independent director and holds of ce up to the date of ensuing annual general meeting. It is also proposed to appoint Mr. Jashvantrai Joshi and Ms. Krupa R. Gandhi as independent directors of the company. The company has received pursuant to section 160 of the Companies Act, 2013 notice from a member proposing candidature of Mr. Jashvantrai Joshi and Ms. Krupa R. Gandhi to the of ce of director of the company.

13. AUDITORS

The board of directors recommends re-appointment of M/s J.K. Shah & Co., Chartered Accountants, as auditors of the company, to hold of ce after conclusion of ensuing annual general meeting until conclusion of the next annual general meeting. M/s J.K. Shah & Co., being eligible, have submitted their written consent and certif cate of eligibility.

14. COST AUDITORS

The board of directors appointed N.I. Mehta & Co., Cost Accountants, as cost auditors, to audit the cost accounts for pharmaceutical activities for the f nancial year 2013-14.

The cost audit report in respect of pharmaceutical activities of the company for the f nancial year ended on March 31, 2013 was f led with the Central Government on September 23, 2013, which was within the prescribed period of one hundred and eighty days from the close of the said f nancial year.

15. SCHEME OF AMALGAMATION AND ARRANGEMENT

Subsequent to the year-end, the board of directors has approved a Scheme of Amalgamation and Arrangement between Jyotindra Mody Holdings Private Limited and Ansuya Mody Securities Private Limited and Dinesh Mody Securities Private Limited and Kumud Mody Securities Private Limited

and Shirish B. Mody Investments Private Limited and Bharati S. Mody Investments Private Limited ("Transferor Companies") and J. B. Chemicals & Pharmaceuticals Limited ("Transferee Company") and their respective shareholders under sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 and section 55 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 ("Scheme"). The company has received Observation Letter from Bombay Stock Exchange and National Stock Exchange Conveying their no-objection to the Scheme. The Scheme and the other related documents have been placed on the company''s website www.jbcpl.com.

16. INCREASE IN PAID UP CAPITAL

Subsequent to the year-end, the company has issued and allotted 38,125 equity shares of Rs. 2 each consequent to exercise of options granted under employee stock option scheme of the company as approved by the members. Consequently, the paid-up share capital is increased to 8,47,69,750 equity shares of Rs. 2 each.

17. APPRECIATION

Your directors record their sincere gratitude to the banks for their assistance and shareholders, business associates, medical professionals and customers for their continued support and faith in the company and to employees of UNIQUE FAMILY for their valuable services and commitment.

For and on behalf of the Board of Directors

Place: Mumbai J. B. Mody Date : August 5, 2014 Chairman & Managing Director


Mar 31, 2013

The directors are pleased to present the thirty seventh report and audited statement of accounts of the company for the year ended on March 31, 2013.

1. FINANCIAL RESULTS

The following is the summary of financial performance of the company during the year under review as well as appropriation of profits.

(Rs. in lakhs)

2012-13 2011-12

Revenue from Operations (Net) 81,642.25 68,642.13

Other Income 2,596.07 2,851.19

Total Income 84,238.32 71,493.32

Profit before finance cost and 13,738.23 9,270.99 depreciation

Less: Finance cost 524.18 2,177.69

Less: Depreciation & Amortisation 2,439.58 2,230.40 expense

Profit before extraordinary item and tax 10,774.47 4,862.90

Exceptional Item: Income on sale of - 76,059.34 Russia-CIS OTC business (Net)

Provision for tax:

Current Tax 2,170.00 16,550.00

MAT Credit (431.18) (109.77)

Deferred tax 541.80 212.07

Profit for the period after tax 8,493.85 64,269.94

Balance brought forward from previous 39,871.45 23,893.10 year

Amount available for appropriation 48,365.30 88,163.04

Appropriations:

Special interim dividend - 33,881.92

Tax on special interim dividend - 5,496.49

Final dividend - 848.53

Tax on final dividend - 137.66

Proposed dividend 2,541.22 -

Tax on proposed dividend 431.88 -

Transfer to General Reserve 849.39 6,426.99

Transfer to Contingency Reserve - 1,500.00

Balance carried forward to balance 44,542.81 39,871.45 sheet

Total 48,365.30 88,163.04

2. DIVIDEND

Your directors recommend a dividend of Rs. 3 (Rs. 41 including special dividend of Rs. 40 per equity share in the previous year) per equity share of face value of Rs. 2 for the year 2012-13. This would absorb Rs. 29.73 crores including dividend distribution tax.

3. OPERATIONS

The financial performance for the current year is strictly not comparable with that of the previous year due to sale of Russia-CIS OTC business undertaking during the previous year. During the year, the net income from operations at Rs. 816.42 crores was 18.94% higher over the previous year, while the total income for the year at Rs. 842.38 crores was 17.83% higher against Rs. 714.93 crores (excludes exceptional income) in the previous year. The profit before tax and profit after tax for the year stood at Rs. 107.74 crores and Rs. 84.94 crores respectively.

The domestic formulations business achieved growth in line with the industry growth, while the focus products continued to achieve encouraging growth. During the current year, the company aims for improved performance based on harnessing potential of the existing products, penetration in rural markets and improving productivity of field personnel coupled with selective new products launches. The exports to Rest of the world markets achieved good growth of 22% in terms of billing currency. In this business, the company has placed enhanced focus on US market in view of encouraging sales in the last two years. Besides this market, the company''s focus markets include South Africa, UK, Canada, Australia and semi-regulated markets. The Rx business in Russia-CIS too fared well. The company is, however, in the process of investing in this region for future growth. The sales of bulk drugs achieved growth of 56%.

As the members may be aware, the company has received from Cilag GmbH International ("Cilag") a notice of claims under business Sale and Purchase Agreement dated May 23, 2011 and Supply Agreement dated May 23, 2012 for estimated amount of US$ 33.30 million (which coincides with the amount held in the escrow account) and US$ 5 million respectively. The company has contested these claims. In the spirit of overall business, the company and Cilag are in discussion to resolve the differences.

4. RESPONSIBILITY STATEMENT

The directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2012-13 and of profit of the company for that year;

(iii) that they 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; and

(iv) that they have prepared the annual accounts for the year ended on March 31, 2013 on a going concern basis.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure A to this report.

6. PARTICULARS OF EMPLOYEES

The particulars of employees of the company, in terms of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure B to this report.

7. SUBSIDIARY COMPANIES

The accounts, report of the directors and auditors and other statement(s) as set out in section 212 of the Companies Act, 1956, in respect of the company''s subsidiaries viz. OOO Unique Pharmaceutical Laboratories, J. B. Healthcare Pvt. Ltd., J. B. Chemicals & Pharmaceuticals Private Limited and LLC Unique Pharmaceutical Laboratories are not attached pursuant to the general exemption granted by the Central Government pursuant to general circular No.2/2011 dated February 8, 2011. The particulars of performance of the subsidiaries for and its financial position as on March 2013 is given in consolidated balance sheet as required in terms of the said general exemption. The members are informed that annual accounts of the said subsidiaries and the related detailed information will be made available on request. The accounts of the said subsidiaries are also open for inspection by the members at the registered office of the company.

8. EMPLOYEE STOCK OPTION PLAN

The disclosures in respect of the company''s Employee Stock Option Plan, as required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure C to this report.

9. CORPORATE GOVERNANCE

A certificate from auditors of the company on compliance of conditions of corporate governance is annexed to this report. The management discussion and analysis report and compliance report on corporate governance as required by clause 49 of the listing agreement form part of this annual report.

10. PUBLIC DEPOSITS

During the year under review, the company repaid deposits of Rs. 351.83 lakhs. As on the year end, total unmatured deposits stood at Rs. 1209.44 lakhs, while deposits amounting to Rs. 0.55 lakhs remained unclaimed.

11. HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees at all manufacturing locations. During the year under review, the company conducted safety training programmes with the help of Industries Association for increasing disaster preparedness awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants.

12. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Rajiv C. Mody, Mr. Pranabh Mody and Dr. Niranjan N. Maniar retire by rotation at the ensuing annual general meeting. They, being eligible, have offered themselves for re-appointment.

Subsequent to the year end, Dr. Rajen D. Shah resigned as a director of the company. Your board has placed on record appreciation of contributions made by Dr. Rajen Shah during his tenure as a director of the company.

13. AUDITORS

M/s J.K. Shah & Co., Chartered Accountants, auditors of the company, hold office until the conclusion of the ensuing annual general meeting. M/s J.K. Shah & Co., being eligible, have offered themselves for re-appointment and have confirmed that their appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956.

14. COST AUDITORS

Subject to approval of the central government, the board of directors has appointed N. I. Mehta & Co., Cost Accountants, as cost auditors, to audit the cost accounts for pharmaceutical activities for the year ending on March 31, 2014.

The cost audit report in respect of pharmaceutical activities of the company for the financial year ended on March 31, 2012 was filed with the Central Government on February 6, 2013, which was within the extended date for filing fixed under General Circular No.2/2013 dated 31-1-2013.

15. APPRECIATION

Your directors record their sincere gratitude to the banks for their assistance and shareholders, business associates, medical professionals and customers for their continued support and faith in the company and to employees of UNIQUE FAMILY for their valuable services and commitment.

For and on behalf of the Board of Directors

Place : Mumbai J. B. Mody

Date : May 24, 2013 Chairman & Managing Director


Mar 31, 2012

The directors are pleased to present the thirty sixth report and audited statement of accounts of the company for the year ended on March 31, 2012.

1. FINANCIAL RESULTS

The following is the summary of financial performance of the company during the year under review as well as appropriation of profits.

(Rs in lakhs)

2011-12 2010-11 Revenue from Operations (Net) 68,642.13 80,668.90

Other Income 2,851.19 588.44

Total Income 71,493.32 81,257.34 Profit before finance cost and

depreciation 9,480.19 17,379.03

Less: Finance cost 2,386.89 1,018.61

Less: Depreciation 2,230.40 2,265.08

Profit before extraordinary item and tax 4,862.90 14,095.34 Exceptional Item: Income on sale of

Russia-CIS OTC business (Net) 76,059.34 - Provision for tax:

Current Tax 16,550.00 2,800.00

MAT Credit (109.77) (550.00)

Deferred tax 212.07 19.63

Earlier year's income tax - 6.25

Profit for the period after tax 64,269.94 11,819.46 Balance brought forward from Previous

year 23,893.10 15,221.82

Amount available for appropriation 88,163.04 27,041.28 Appropriations:

Special interim dividend paid 33,881.92 -

Tax on special interim dividend 5,496.49 -

Proposed final dividend 848.53 1,691.78

Tax on proposed final dividend 137.66 274.45

Transfer to General Reserve 6,426.99 1,181.95

Transfer to Contingency Reserve 1,500.00 -

Balance carried forward to balance sheet 39,871.45 23,893.10

Total 88,163.04 27,041.28

2. DIVIDEND

During the year, your board of directors has paid special interim dividend of Rs 40 per equity share of face value of Rs 2 with a view to reward the members consequent to gain realized on the sale of Russia-CIS OTC business undertaking. Your directors now recommend a final dividend of Rs 1 (50%) per equity share of face value of Rs 2, for the year 2011-12. The interim dividend has

absorbed Rs 393.78 crores including dividend distribution tax, while the final dividend will absorb Rs 9.86 crores including dividend distribution tax.

3. OPERATIONS

The financial performance for the current year is strictly not comparable with that of the Previous year due to sale of Russia-CIS OTC business undertaking during the year. The net revenue from operations was Rs 686.42 crores, while total revenue for the year stood at Rs 714.93 crores. On sale of Russia-CIS OTC business undertaking during the year, the company earned net income of Rs 760.59 crores. The profit before this extraordinary item and tax was Rs 48.63 crores, while profit before tax and profit after tax for the year stood at Rs 809.22 crores and Rs 642.70 crores respectively.

The domestic formulations business achieved reasonable growth during the year, while the focus products continued to achieve encouraging growth. Going forward, the company plans to achieve growth through focus on potential therapeutic groups, new products launches, penetration in new markets and improving productivity of field personnel. The exports to Rest of the world markets achieved good growth of 37%. In this business, the company plans to concentrate on contract manufacturing to build sustainable revenue stream besides focus on niche branded generics products. The sales of prescription products in Russia-CIS were affected due to sale of OTC business. The company is in the process of establishing necessary infrastructure to grow sales in this region. The sales of bulk drugs achieved growth of 23%.

The transaction of sale of Russia-CIS OTC business undertaking to Cilag GmbH International (Cilag), a subsidiary of Johnson & Johnson, was closed on July 14, 2011. Accordingly, the said business undertaking now stands transferred to Cilag.

4. RESPONSIBILITY STATEMENT

The directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2011-12 and of profit of the company for that year;

(iii) that they 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; and

(iv) that they have prepared the annual accounts for the year ended on March 31, 2012 on a going concern basis.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure A to this report.

6. PARTICULARS OF EMPLOYEES

The particulars of employees of the company, in terms of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in annexure B to this report.

7. SUBSIDIARY COMPANIES

The accounts, report of the directors and auditors and other statement(s) as set out in section 212 of the Companies Act, 1956, in respect of the company's subsidiaries viz. OOO Unique Pharmaceutical Laboratories, J. B. Healthcare Pvt. Ltd., J. B. Chemicals & Pharmaceuticals Private Limited and LLC Unique Pharmaceutical Laboratories are not attached pursuant to the general exemption granted by the Central Government pursuant to general circular No.2/2011 dated February 8, 2011. The particulars of performance of the subsidiaries for and its financial positions as on March 2012 is given in consolidated balance sheet as required in terms of the said general exemption. The members are informed that annual accounts of the said subsidiaries and the related detailed information will be made available on request. The accounts of the said subsidiaries are also open for inspection by the members at the registered office of the company. Unique Pharmaceutical Laboratories S.R.L. ceased to be subsidiary during the year.

8. EMPLOYEE STOCK OPTION PLAN

The disclosures in respect of the company's Employee Stock Option Plan, as required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in annexure C to this report.

9. CORPORATE GOVERNANCE

A certificate from auditors of the company on compliance of conditions of corporate governance is annexed to this report. The management discussion and analysis report and compliance report on corporate governance as required by clause 49 of the listing agreement form part of this annual report.

10. PUBLIC DEPOSITS

During the year under review, the company repaid deposits of Rs 540.01 lakhs. As on the year end, total unmatured deposits stood at Rs 1,364.91 lakhs, while deposits amounting to Rs 0.65 lakhs remained unclaimed.

11. HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees at all manufacturing locations. During the year under review, the company conducted safety training programmes with the help of Ankleshwar Industries Association & Panoli Industries Association for increasing disaster preparedness awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.

12. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Bansidhar S. Mehta, Mr. Durga Dass Chopra and Mr. Bharat P. Mehta retire by rotation at the ensuing annual general meeting. They, being eligible, have offered themselves for re-appointment.

During the year, Mr. Rohan Shah resigned as a director of the company. Your board has placed on record deep appreciation of contributions made by Mr. Rohan Shah as a director of the company. On April 18, 2012, your board has appointed Mr. Jashvantrai B. Joshi as a director to fill casual vacancy caused by resignation of Mr. Rohan Shah. He is an independent director on the board. Your board has also appointed Mr. Sanjay Asher, partner of Crawford Bayley & Co., as alternate director to Mr. Jashvantrai B. Joshi.

13. AUDITORS

M/s J.K. Shah & Co., Chartered Accountants, auditors of the company, hold office until the conclusion of the ensuing annual general meeting. M/s J.K. Shah & Co., being eligible, have offered themselves for re-appointment and have confirmed that their appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956.

14. COST AUDITORS

Subject to approval of the central government, the board of directors has appointed N. I. Mehta & Co., Cost Accountants, as cost auditors, to audit the cost accounts for formulations and bulk drugs activities for the year ending on March 31, 2013.

The cost audit report in respect of formulations and bulk drug activities of the company for the financial year ended on March 31, 2011 was filed with the Central Government on August 30, 2011 which was within the due date i.e. September 27, 2011, for filing the said report.

15. INCREASE IN PAID UP SHARE CAPITAL

During the year, the Compensation Committee of the board of directors has allotted 1,90,475 equity shares of Rs 2 each against exercise of options by several employees under the Employees Stock Option Scheme of the company, as a result of which the share capital of the company has increased from Rs 16,90,33,650 divided into 8,45,16,825 equity shares of Rs 2 each to Rs 16,94,14,600 divided into 8,47,07,300 equity shares of Rs 2 each.

16. APPRECIATION

Your directors record their sincere gratitude to the banks for their assistance and shareholders, business associates, medical professionals, customers and fixed deposit holders for their continued support and faith in the company and to employees of UNIQUE FAMILY for their valuable services and commitment.

For and on behalf of the Board of Directors

Place : Mumbai J. B. Mody

Date : May 23, 2012 Chairman & Managing Director


Mar 31, 2011

The directors are pleased to present the thirty fifth report and audited statement of accounts of the company for the year ended on March 31,2011.

I. FINANCIAL RESULTS

The following is the summary of financial performance of the company during the year under review.

(Rs. in lakhs)

2010-11 2009-10

Net Sales 78,757.94 67,006.45

Other Income 2,499.40 1,725.34

Total Income 81,257.34 68,731.79

Profit before depreciation, interest and tax 17,107.72 15,11 1.18

Less: Interest 737.30 894.51

Less: Depreciation 2,265.08 2,122.25

Profit for the year before tax 14,105.34 12,094.42

Provision for tax:

Current Tax 2,800.00 2,057.00

Earlier Years income tax 6.25 (151.79)

Deferred tax 19.63 79.48

Wealth tax 10.00 10.00

MAT Credit (550.00) --

Profit for the year after tax 11,819.46 10,099.73

Balance brought forward from previous year 15,221.82 8,099.68

Amount available for appropriation 27,041.28 18,199.41

Appropriations:

Proposed dividend 1,691.78 1,687.38

Tax on proposed dividend 274.45 280.24

Transfer to General Reserve 1,181.95 1,009.97

Balance carried forward to balance sheet 23,893.10 15,221.82

Total 27,041.28 18,199.41

2. DIVIDEND

Your directors recommend a dividend of Rs.2 (100%) (Rs.2 in the previous year) per equity share of face value of Rs. 2.

3. OPERATIONS

The net sales for the year under review increased to Rs. 787.58 crores, an increase of 18% over the previous year, while the total income for the year stood at Rs. 812.57 crores as against Rs. 687.31 crores in the previous year. The profit before tax at Rs. 141.05 crores increased by 17% over the previous year due to good growth in exports and domestic sales, while the profit after tax at Rs. 118.19 crores too was higher by 17% over the previous year.

The domestic formulations business registered growth of 15%

and is poised for growth as the company has placed increased focus on this business. The company continues to focus on domestic market and would make the necessary investments for growth.The exports to rest of the world markets achieved good growth of 24%. The rest of the world exports are expected to perform better during the year due to new initiatives taken by the company. The sales of bulk drugs achieved growth of 46%, however, the activities in this business remain scaled down.

4. SALE OF RUSSIA-CIS OTC BUSINESS

Subsequent to the year under review, the board of directors has, subject to consent of the members, approved the sale of Russia- CIS over the counter products (OTC) business to Cilag GmbH International (Cilag), a wholly owned subsidiary of Johnson & Johnson, for a consideration of Rs. 9385.10 million subject to provisions of the agreement entered into with Cilag. The sale would involve transfer of trademarks, product registrations, patents, copyrights, account receivables as agreed and certain movable assets relating to the said business. The companys leading brands such as Doktor Mom, Rinza, Metrogyl Denta and Fitovit are part of the scope of the transaction. As the OTC brands would have required enormous amount of investment in sales promotion to achieve next level of growth, your board of directors thought fit to divest this business in order to protect and further enhance shareholder value. In addition, the board has also approved world wide sale of three brands namely Doktor Mom, Rinza and Fitovit to Cilag for additional consideration of Rs. 60.67 million. This transaction is subject to fulfilment of certain conditions precedent including approval of members of the company pursuant to section 293(1 ){a) of the Companies Act, 1956.This approval is being sought through postal ballot. Cilag has also entered into a long term supply agreement with the company for supply of the acquired OTC products for Russia-CIS market.

5. RESPONSIBILITY STATEMENT

The directors confirm:

i. That in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

ii. That they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2010-11 and of profit of the company for that period;

iii. That they 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; and

iv. That they have prepared the annual accounts for the year ended on March 31,201 I on a going concern basis.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 217( 1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in AnnexureA to this report.

7. PARTICULARS OF EMPLOYEES

The particulars of employees of the company, in terms of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in annexure B to this report.

8. SUBSIDIARY COMPANIES

The accounts, reports of the directors and auditors and other statement(s) as set out in section 212 of the Companies Act, 1956, in respect of the companys subsidiaries viz. Unique Pharmaceutical Laboratories, Unique Pharmaceutical Laboratories S.R.L..J. B. Healthcare Pvt. Ltd. and J. B. Chemicals & Pharmaceuticals Pvt. Ltd. are not attached pursuant to the general exemption granted by the Central Government vide general circular dated February 8,2011 The particulars of performance of the subsidiaries for and its financial positions as on March 201 I is given in the annual report as required in terms of the said general exemption. The members are informed that annual accounts of the said subsidiaries and the related detailed information will be made available on request. The accounts of the said subsidiaries are also open for inspection by the members at the registered office of the company. J. B. Life Science Overseas Ltd. ceased to be subsidiary during the year.

9. EMPLOYEE STOCK OPTION PLAN

The disclosures in respect of the companys Employee Stock Option Plan, as required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in annexure C to this report.

10. CORPORATE GOVERNANCE

A certificate from auditors of the company on compliance of conditions of corporate governance is annexed to this report.

The management discussion and analysis report and compliance report on corporate governance as required by clause 49 of the listing agreement form part of this annual report.

11. PUBLIC DEPOSITS

During the year under review, the company repaid deposits of Rs. 126.23 lakhs. As on the year end, total unmatured deposits stood at Rs. 1892.65 lakhs, while deposits amounting to Rs. 3.32 lakhs remained unclaimed.

12. HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees at all manufacturing locations. During the year under review, the company conducted various programmes and workshops with the help ofAnkleshwar Industries Association & Panoli Industries Association for increasing disaster preparedness awareness among all employees at the plants.Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. The comprehensive health check up of the employees was also carried out at all the plants.

13. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Mahesh K. Shroff, Dr. Rajen D. Shah and Mr. Rohan P. Shah retire by rotation at the ensuing annual general meeting. Mr. Mahesh K. Shroff, Dr. Rajen D. Shah and Mr. Rohan P. Shah, being eligible, have offered themselves for re-appointment.

Dr. Satyanarain Agarwala was appointed as an additional director on July 24, 2010. As per section 260 of the Companies Act, 1956 read with Article 126 of the Articles of Association of the company, Dr. Agarwala holds office only up to the date of ensuing annual general meeting. A notice has been received from a member pursuant to section 257 of the Companies Act, 1956, proposing candidature of Dr.Agarwala to the office of director of the company.The resolution for the appointment of Dr.Agarwala as a director of the company is being placed at the ensuing annual general meeting for your consideration.

The board of directors at its meeting held on May 23, 2011, has re-appointed Mr. Bharat P. Mehta as Whole time director (Planning & Development), Mr. Pranabh Mody as President & Whole time director (Operations) and Mr. Kamlesh L. Udani as Executive director (Technical & Production) for a further period of five years from July I, 201 I.The necessary resolution for your approval of appointment of and payment of remuneration to them is being placed at the ensuing annual general meeting.

14. AUDITORS

M/s J.K. Shah & Co., Chartered Accountants, auditors of the company, hold office until the conclusion of the ensuing annual general meeting. M/s J.K. Shah & Co., being eligible, have offered themselves for re-appointment and have confirmed that their appointment, if made, would be within the limit prescribed under section 224 (IB) of the Companies Act, 1956. M/s J.K. Shah & Co has also furnished a copy of certificate issued to them by Peer Review Board of the Institute of Chartered Accountants of India.

15. COST AUDITORS

The board of directors has appointed N. I. Mehta & Co., Cost Accountants, as cost auditors to audit the cost accounts relating to formulations and bulk drugs activities for the year ending on March 31, 2012, which appointments have been approved by the Central Government.

The cost audit report in respect of formulations and bulk drug activities of the company for the financial year ended on March 31, 2010 was filed by N. I. Mehta & Co. with the Central Government on September 14, 2010 which was within the due date i.e. September 27,2010 for filing the said report.

16. INCREASE IN PAID UP SHARE CAPITAL

During the year, the Compensation Committee of the board of directors has allotted 1,90,475 equity shares of Rs. 2 each against exercise of options by several employees under the Employees Stock Option Scheme of the company, as a result of which the share capital of the company has increased from Rs. 16,86,52,700 divided into 8,43,26,350 equity shares of Rs.2 each to Rs. 16,90,33,650 divided into 8,45,16,825 equity shares of Rs.2 each.

Subsequent to the year end, the Compensation Committee of the board of directors has allotted 72,250 equity shares of Rs. 2 each against exercise of options by several employees under Employees Stock Option Scheme of the company. The share capital of the company has consequently increased to Rs. 16,91,78,150 divided into 8,45,89,075 equity shares of Rs.2 each.

17. APPRECIATION

Your directors record their sincere gratitude to the banks for their assistance and shareholders, business associates, medical professionals, customers and fixed deposit holders for their continued support and faith in the company and to employees of UNIQUE FAMILY for their valuable services and commitment.

For and on behalf of the Board of Directors

Place: Mumbai J. B. Mody

Date: May 23,2011 Chairman & Managing Director

 
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