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Directors Report of Kilitch Drugs(I) Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 23rd Annual Report on the Audited Statement of Accounts of the Kilitch Drugs (India) Limited ["Company"] for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

The summarized fnancial performance of the Company for the FY 2014-15 and FY 2013-14 is given below:

[Rs,in lacs]

Particulars Standalone Consolidated

2014- 2015 2013-2014 2014-2015

Gross Income 2171.76 2118.92 2174.82

Proft Before 100.95 250.28 90.55 Tax, Interest and Depreciation

Finance Charges 0.00 0.00 0.00 Provision for 185.39 143.97 185.39 Depreciation

Net Proft/ (Loss) (84.44) 106.29 (94.84) Before Tax

Tax Expense 65.90 11.35 65.90

Net Proft/ (Loss) After (18.55) 117.64 (28.94) Tax

Balance of Proft (18.55) 117.64 - brought forward

Balance available for NIL 117.64 - appropriation

Proposed Dividend on NIL NIL - Equity Shares

Tax on proposed NIL NIL - Dividend

Transfer to General NIL NIL - Reserve

Surplus carried to (18.55) 117.64 (28.94) Balance Sheet

2. REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs, 2171.76 Lacs as against Rs, 2118.92 Lacs for the corresponding previous year.

Further, Net Loss after tax for the year under review was Rs, (18.55) Lacs as against a Net Proft of Rs, 117.64 Lacs for the corresponding previous year.

3. DIVIDEND AND RESERVES

In order to conserve the resources for the further growth of the Company, your Directors think ft not to recommend any dividend for the fnancial year under review.

FUTURE OUTLOOK:

As we look ahead, we have set clear goals and aspirations for our next set of milestones. In the medium term, building on proven results, we are leveraging the power of our carefully developed product portfolio, relationships built over a long period and a diversifed customer mix. Further, we have an optimized cost structure, robust balance sheet and a highly seasoned professional management.

With the ongoing projects of 2 new manufacturing units at Ethiopia & Burkina Faso & incorporation of latest technology and capacity expansion at our Thane factory, we expect speedy positive growth rates. Our Company is well placed to capitalize on the opportunities arising out of such upcoming markets worldwide. Combined with new marketing and branding concepts and improved product portfolio, we will see increased momentum in the coming years. Innovation & Quality remains at the core of all Kilitch initiatives and hence we shall continue to invest in R&D. Even though the economy remains subdued now, we believe it can grow faster, due to the expansion of its international presence and innovative product portfolio. Our company is well positioned to leverage on opportunities worldwide.

Focus on Global Business

Our company sets the pace when it comes to providing innovative and customer-centric services to the world's emerging markets having footprints across the globe. Our strength is defned by our major presence in most of the West African countries along with few other African countries. We are now one of the major suppliers for many of the Ministry of Health in Francophone countries particularly, Burkina Faso. Our innovative product offerings have made us to enter successfully in new emerging markets like South East Asia , CIS countries & Gulf countries.

A strong entrepreneurial spirit of our international alliance remains one of our quickest & surest routes to success in the years ahead.

HUMAN RESOURCE

Personal and professional employee development is crucial for any growing business and Kilitch is a company that gets it all! Our HR department served as a strategic partner in the transition, keeping its eye on the ball during a sensitive time by focusing on delivering HR fundamentals and, in so doing, helping preserve and strengthen the company's brand, culture and business objectives. During the year, the department focused on delivering HR programs that built on the company's existing foundations. These included a recruitment program involving leaders and peers in the hiring process, employee engagement programs, learning and development programs refecting established values and competencies. As a part of Orientation Package for all new hires of kilitch we have introduced a KCB (Kilitch Cultural Book) this year, which helped us a lot to understand the views ,ideas and also Grievance (if any) of the employees. We have received a very good response and we are trying to work in the areas where we are lacking.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs, 1323.18 Lacs, comprising of 13231828 shares of Rs, 10/- each. During the year under review, the Company has not issued any equity shares.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mukund Mehta, Managing Director of the Company, retires by rotation being eligible; offers himself for reappointment at the forthcoming Annual General Meeting. The Companies Act, 2013 (the Act) provides for appointment of independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that independent directors shall hold offce for a term of up to fve consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of a special resolution by the company in the Annual General Meeting and disclosure of such appointment in the Board's report. Sub-section (11) states that no independent director shall be eligible to hold offce for more than two consecutive terms of fve years. Sub- section (13) states that the provisions of retirement by rotation as defned in sub-section (6) and (7) of Section 152 of the Act shall not apply to such independent director.

Accordingly, Mr. Ramesh Modi has been appointed as an Independent Director with effect from 31st March, 2015, for term of 5 years.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Declaration for meeting the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchanges has been received.

Further, Ms. Nilima Waingankar has resigned as Director of the Company w.e.f. 1st March, 2015.

Mr. Nirmal Kumar has been appointed as Company Secretary w.e.f. 1st October, 2014 and Mr. C.S. Krishnan has been appointed as Chief Financial Offcer w.e.f. 31st March, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2103, the Board of Directors of the Company hereby confrm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and

applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fnancial year and of the proft and loss of the company for that period;

(c) the directors have taken proper and suffcient 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;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal fnancial controls to be followed by the company and that such internal fnancial controls are adequate and were operating effectively.

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

7. PARTICULARS OF MANAGERIAL REMUNERATION The 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 enclosed as Annexure I and forms part of this Report.

Further, as per the provisions specifed in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs, 60,00,000/- per annum, if employed for whole of the year or Rs, 5,00,000/- per month if employed for part of the year.

8. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 12 Board 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 and the Listing Agreement.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfll all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are provided on the website of the Company on the given link: www.kilitch.com

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure IV to this Report.

13. STATUTORY AUDIT

At the Annual General Meeting held on September 30th, 2014, M/s A.M. Ghelani & Co, Chartered Accountant were appointed as Statutory Auditors of the Company to hold offce till the conclusion of the Annual General Meeting to be held in Calendar year 2017. In the terms of the frst proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratifcation at every Annual General Meeting. Accordingly, the appointment of M/s A.M. Ghelani & Co, Chartered Accountants, as Statutory Auditors of the Company, is placed for Ratifcation by the Shareholders. In regard to the Company has received a Certifcate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report as issued by M/s A.M. Ghelani & Co, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

14. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

15. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure V to this report.

Report as issued by M/s Deep Shukla & Associates, Practicing Company Secretary, Secretarial Auditors of the Company is self explanatory and need not call for any explanation by your Board.

16. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal fnancial controls with reference to the fnancial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Statutory Auditors. Signifcant internal audit fndings are discussed and follow-ups are taken thereon. Further, M/s. Rishi Sekhri & Associates, Chartered Accountants, M.No.126656 were appointed as Internal Auditors of the Company w.e.f. 12/02/2015

17. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2015 comprised of four Independent Directors, namely Mr. Mukesh Shah, Mr. Shailesh Chheda, Mr. Hemang Engineer and Mr. Pankaj Kamdar. Mr. Mukesh Shah is the Chairman of the Committee. All members of the Audit Committee possess strong knowledge of accounting and fnancial management. The Managing Director, Executive Director and Director (Finance) are regularly invited to attend the Audit Committee meetings. The Company Secretary is the Secretary to the Committee. The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

18. EMPLOYEES' STOCK OPTION PLAN

As per Employee stock options Scheme (Kilitch ESOS 2007), each option is convertible into one equity shares Rs, 10/- each at exercise price of Rs, 47.50/- per share. During the year fresh options were not granted and employees did not exercise any options.

The employee compensation cost on account of this grant applicable for the year is Rs, Nil [ P. Y. Rs, NIL].

19. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kilitch.com The employees of the Company are made aware of the said policy at the time of joining the Company.

20. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identifcation and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

22. DEPOSITS

The Company has not accepted nor renewed any fxed deposits during the FY 2014-15.

23. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate. except lien on investment at Kotak Bank for overdraft /letter of credit. Till today none of the facilities is being used.

24. INSURANCE

The properties/assets of the Company are adequately insured.

25. RELATED PARTY TRANSACTIONS

During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arm's length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter.

There are no materially signifcant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential confict with the interest of the Company at large.

Since all Related Party Transactions entered into by the Company were in ordinary course of business and were on an arm's length basis, Form AOC-2 is applicable to the Company as per Annexure III.

26. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance alongwith a certifcate from the Practicing Company Secretary regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

POWER AND FUEL CONSUMPTION 2014-15 2013-14

a) Electricity

Purchased Unit (Rs, In thousand) 841 957

Total Amount (Rs, In thousand) 7490 7259

Rate/Unit (Amount in thousand) 8.90 7.59

b) Own Generator

Fuel (Diesel) LTRS 229 16

Total Amount (Rs, In thousand) 13 1

Rate per Litre (Rs,) 56.81 62.50

Fuel ( Furance Oil)(MT) 27 65

Total Amount (Rs, In thousand) 1205 2822

Rate per Litre (Rs,) 45.22 43.41

TECHNOLOGY ABSORPTION AND INNOVATION:

During the year under review, the Company has not imported any technology.

28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provision of Section 125 of the Companies Act, 2013 read with rule 4 of Companies (Declaration and Payment of Dividend) Rules, 2014, Dividend which remain unclaimed for the period of seven years are required to be transferred to the Investor Education Protection Fund administered by the Central Government. The Company has already fled the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 30th September,2014), with the Ministry of Corporate Affairs.

Dates of declaration of dividends since 2007-2008 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the below table.

Financial Date of Amount Last Last Year declaration Remaining date for date for Ended of Dividend unclaimed/ claiming transfer to Unpaid unpaid IEPF as on dividend 31.03.2014 amount (Rs,) (before)

2007-08 22.09.2008 7,03416 31.07.2016 30.09.2016

2008-09 22.09.2009 3,33,103 31.07.2017 30.09.2017

2009-10 20.10.2010 3,81,280 31.07.2018 30.09.2018

2010-11 10.09.2011 4,75,219 31.07.2019 30.09.2019

2011-12 29.09.2012 86,76,450 31.07.2020 30.09.2020

Members are requested to note that after completion of seven years, no claims shall lie against the said fund or company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.

29. GENERAL

During the year ended 31st March, 2015, there were no cases fled /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company confrms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE and NSE where the Company's Shares are listed.

During the year under review, no signifcant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

30. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

31. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Mukund Mehta Bhavin Mehta

Date: August 14, 2015 Managing Director Whole-Time Director

[Din:00147876] [Din:00147895]


Mar 31, 2014

The Members

KILITCH DRUGS (INDIA) LIMITED

The Directors have pleasure in presenting their 22nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2014.

[Rs. in lacs]

PARTICULARS FY. 2013-14 F.Y. 2012-13

Total Income 2,118.92 4239.61

Profit (Loss) before Interest, Tax, 250.27 547.15

Depreciation and Exceptional Items.

Less: Depreciation 143,97 122.90

Less: Interest Charges - 01.22

Profit/(Loss) before extraordinary 106.30 423.03 items and Taxation

Add/(Less) : Extraordinary Items - (95,46)

Profit/(Loss) before Taxation 106.30 327.58

Less: Provision for Taxation

- Current Year. - -

- Deferred Tax. (10.35) (0.71)

- Tax Adjustments of earlier years (01.00) -

Profit/(Loss) after Taxation 117.65 328.28

Earnings Per Share (per share)

- Basic 0.89 2.48

-Diluted 0.89 2.44

REVIEW OF PERFORMANCE:

During the year under review, Net Profit after.Tax was Rs.117.65 lacs as against Net Profit after Tax ofRs. 328.28 lacs for the corresponding previous year.

DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the financial year under review.

FUTURE OUTLOOK:

Company aims at " Making India proud through innovative quality medicines". Considering this aim the company''s future vision is to add more innovative products to our product list facilitating domestic as well as international growth of the business of the company and which assists in making human and animal life healthier.

Continuous expansion of Exports remains one of the major vision of the company. Striving to become the No.l exporter to French West African countries, the Senior management is on the task of penetrating and expanding the business in all Francophone countries and West African countries as the same holds great potential et for the business.

In line with the steps taken to focus and expand exports, Company''s export business is expected to pick up substantially.

FOCUS ON GLOBAL BUSINESS

The Company''s focus is on exploring and penetrating of new markets. The Company tries to grab every possible opportunity of expansion in global market, which is also being closely monitored by Senior Managers and Directors, who also work towards promotion and marketing of our branded products.

These opportunities are expected to gather momentum and bring good business. We have been trying to register all our products in international markets and have been able to successfully get registration for our products in the West African countries.

Also, as a part of spreading our business globally we were successful in getting our products registered in the South East Asian countries. The company expects to achieve excellent business in these''markets and is also in continuously trying to search for new markets and opportunities.

ON HUMAN RESOURCE

The year has been quite significant in our efforts in human resource development where in several initiatives were rolled out. The main focus area in Human Resource was towards recruitment of highly skilled and qualified professionals for the respective functions. The Human Resource development is aimed at overall growth and development of. employees which in turn helps in the overall growth and development of the company.

Also, Talent management was taken up as a specific focus area in HR towards integrating employee development and succession planning. Employee engagement is one of the key focus for the success of our organisation.

DIRECTORS:

During the year under review, Mr. Bhavin Mehta, Director of the Company, retires by rotation and being eligible offers himself for reappointment at the forthcoming Annual General Meeting.

Further, Mrs. Mira Mehta and Mr. Deepu Kesavan Pannankattil were appointed as an Additional Directors of the Company w.e.f. October 17, 2013 and were re-designated as the Whole time Directors of the Company for a period of five and three years respectively w.e.f. November 14, 2013, subject to the approval of the members of the Company in the ensuing Annual General Meeting.

The Companies Act, 2013 (the Act) provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing of ordinary resolution by the shareholders of the company.

Sub-section (1) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that non executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non- executive (independent) directors who will complete their present term at the ensuing AGM of the Company in September 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of upto five consecutive years. Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

Further, Mr. Shailesh Chheda and Mr. Mukesh Shah were appointed as Independent Directors of the Company for a tenn of five consecutive years effective from April 1,2014 upto March 31, 2019 not liable to retire by rotation.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in pursuant to Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975. AUDITORS:

M/s. A.M. Ghelani & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of ensuing Annual General Meeting and has expressed their willingness to continue as the Statutory Auditors of the Company.

AUDITORS'' REPORT: Auditors Report as issued by M/s. A.M. Ghelani & Co., Chartered Accountants, Auditors'' of the Company is self explanatory and need not call for any explanation by your Board.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

During the year under review, the Company has not imported any technology.

PARTICULARS OF EMPLOYEES:

The Company considers human resources as its greatest asset and strength in the process of development and progress. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Rules, 2011, none of the employees of the company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month if employed for part of the year.

INSURANCE:

All properties of the Company including factory, building, plant & machinery. Stock are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the Listing Agreement with The Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook EMPLOYEE STOCK OPTION SCHEME:

As per Employee stock options Scheme (Kilitch ESOS 2007), each option is convertible into one equity shares Rs. 10/- each at exercise price ofRs. 47.50/- per share. During the year fresh options were not granted and employees did not exercise any options.

The employee compensation cost on account of this grant applicable for the year is Rs. Nil [P. Y. Rs. 8.95 Lacs].

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuant to Sec. 217(2AA), the Board do and hereby states:

i. that in the preparation of annual accounts for the Financial year 2013-14, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 and of the profit of the company for that period.

iii. that the directors had 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. that the Directors had prepared the annual accounts on a going concern basis.

RENAMING OF THE COMMITTEES OF THE COMPANY:

Pursuant to the provisions of the Companies Act, 2013, the following committees of the Company have been renamed:

- Stakeholders Relationship (formerly Shareholders / Investors Grievance) Committee

- Nomination and Remuneration Committee (formerly Remuneration Committee):

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBT ''Umpany continued to believe in and accordingly upgra;» l-e. with concept of Corporate Governance. The company successfully maintained a code of Corporate Governance in all its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from Practicing Company Secretary for maintenance of Code of Corporate Governance. APPRECIATION:

Your Directors place on record their sincere appreciation of the service rendered by the employees of the Company and the Banks. Your Directors are also grateful to shareholders of the Company and local authorities for their continued valuable support and co- operation to the Company.

For and On behalf of the Board of Directors

Place: Mumbai Mukund P.Mehta Bhavin M. Mehta

Date: 14/08/2014 Managing Director Executive Director


Mar 31, 2013

To The Members

The Directors have pleasure in presenting their 21s1 Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS:

[Rs. in Lacs]

PARTICULARS F.Y. 2012-13 F.Y. 2011-12

Total Income 4233.13 10,796.24

Profit (Loss) before Interest,

Tax, Depreciation and Exceptional Items 554.32 1,520.14

Less: Depreciation 122.90 483.37

Less: Interest Charges 8.39 288.77

Profit/(Loss) before exceptional and extraordinary items and Taxation 423.03 748.00

Add/(Less): Exceptional Items (1,552.82)

Add/(Less): Extraordinary Items (95.46) 10,704.79

Profit/(Loss) before Taxation 327.57 9,899.97

Less : Provision for Taxation

- Current Year 2,105.00

- Deferred Tax (0.71) Profita Loss) after Taxation 328.28 7,794.97

Balance brought forward 5761.12 3,379.96

Less : Appropriations

Proposed dividend 3969.55

Dividend distribution tax 644.26

Transfer to Reserves 800.00

Balance Carried to Balance Sheet 6089.40 5,761.12

Earnings Per Share (Rs. per share)

- Basic 2.48 58.91

- Diluted 2.48 53.68

REVIEW OF PERFORMANCE:

During the year under review, Net Profit after Tax was Rs.328.28 lacs as against Net Profit after Tax of Rs. 7,794.97 lacs for the corresponding previous year. Previous year includes surplus on sale of an undertaking.

DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the financial year under review.

FUTURE OUTLOOK:

The countries where your Board has targeted the export business are some of the fast developing countries with ample scope for business enhancement. Your Company has already registered many products in these markets and expect to receive further registrations in the coming financial year .Your Board expect to launch the products of the Company in other eight countries in the coming year thereby increasing the export volumes substantially. Your company is also on the continuous lookout of new avenues for business development in these countries .

FOCUS ON GLOBAL BUSINESS:

Your company has ear marked exports as the key focus area for future growth of the company. Having an enthusiastic and experienced marketing team your company has already penetrated into the lucrative Francophone countries already.In order to increase the export business volumes various activities are planned as the potential business growth in export has been already envisaged and formulated by the senior management. Your Board expects to take your company to greater heights in the coming years.

FOCUS ON HUMAN RESOURCE

The year 2012-2013, was the year of innovation for Human Resource Department. A good team of working professionals is the backbone of a successful organization. Human Resource Department incorporated modern HR practices in terms of Talent Management, Employee Engagement and Employee Development.

Our motto is to recognize, maintain and develop the existing resource.We have also taken initiatives to use new methodologies whereby the efficiency and the productivity is enhanced.

DIRECTORS:

During the year under review, Mr. Mukesh Shah and Mr. Pankaj Kamdar, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in pursuant to Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s. R.N.R. Iyer & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of ensuing Annual General Meeting and has expressed their unwillingness to continue as the Statutory Auditors of the Company.

Consequently, necessary arrangements are made and eligibility certificate under Section 224 (IB) of the Companies Act, 1956 from M/s. A.M. Ghelani & Co., Chartered Accountants, has been received for their appointment subject to approval of the members of the Company.

AUDITORS''REPORT:

Auditors Report as issued by M/s.R.N.R. Iyer & Co., Chartered Accountants, Auditors'' of the Company is self explanatory and need not call for any explanation by your Board.

PARTICULARS OF EMPLOYEES:

The Company considers human resources as its greatest asset and strength in the process of development and progress. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Rules, 2011, none of the employees of the company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month if employed for part of the year.

INSURANCE:

All properties of the Company including factory, building, plant & machinery, Stock are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the Listing Agreement with The Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook

EMPLOYEE STOCK OPTION SCHEME:

During the year under review, Options were not exercised under Kilitch ESOS 2007. Further options were not granted during the year. Details of the same are given in the annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuant to Sec. 217(2AA), the Board do and hereby states:

i. that in the preparation of annual accounts for the Financial year 2012-13, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 and of the profit of the company for that period.

iii. that the directors had 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. that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company continued to believe in and accordingly upgrade itself with concept of Corporate Governance. The company has successfully maintained a code of Corporate Governance in all its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from Practicing Company Secretary for maintenance of Code of Corporate Governance.

APPRECIATION:

Your Directors place on record their sincere appreciation of the service rendered by the employees of the Company and the Banks. Your Directors are also grateful to shareholders of the Company and local authorities for their continued valuable support and co-operation to the Company.

For and On behalf of the Board of Directors

Place: Mumbai Mukund P.Mehta Paresh P.Mehta

Date : 14/08/2013 Managing Director JointManaging Director


Mar 31, 2012

The Directors have pleasure in presenting their 20th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS F.Y. 2011-12 F.Y. 2010-11

Total Income 10,796.24 14,622.36 Profit (Loss) before Interest, Tax, Depreciation and Exceptional Items 1,526.70 2,235.68

Less: Depreciation 483.37 558.74

Less: Interest Charges 295.33 368.81

Profit/(Loss) before exceptional and 748.00 1,308.13 extraordinary items and Taxation

Add/(Less): Exceptional Items (1,552.82) Nil

Add/(Less): Extraordinary Items 10,704.79 Nil

Profit (Loss) before Taxation 9,899.97 1,308.13 Less: Provision for Taxation

-Current Year 2,105.00 261.00

-Deferred Tax - 1.07

Profit (Loss) after Taxation 7,794.97 1,046.06

Balance brought forward 3,379.96 2,588.19 Less: Appropriations

- Proposed dividend 3969.55 132.32

- Dividend distribution tax 644.26 21.97

- Transfer to Reserves 800.00 100.00 Balance Carried to Balance Sheet 5,761.12 3,379.96 Basic Earnings Per Share (Rs.per share) 58.91 7.91

REVIEW OF PERFORMANCE:

During the year under review, Net Profit after Tax was Rs. 7,794.97 lacs as against Net Profit after Tax ofRs. 1,046.06 lacs for the corresponding previous year. The said increase in Net profit of the Company is result of slump sale and transfer of business undertaking located at Paonta Sahib, Himachal Pradesh.

DIVIDEND:

Considering the aforesaid sale of assets, the Board of Directors declared Special Interim Dividend @300% [i.e. Rs. 30/- per share on Rs. 10/- face value] on the equity share capital of the Company. Further, the Board not recommend any additional dividend for the financial year 2011-2012 and hence the said Special Interim Dividend be considered as the Final Dividend.

SALE OF BUSINESS:

During the year under review, the Company sold its business located at Paonta Sahib, Himachal Pradesh as a going concern on a slump sale basis along with transfer of services of related employees on the terms and condition as set forth in the Business Transfer Agreement (BTA). The undertaking was sold and transferred on 28th February 2012 after getting all the necessary clearances as indicated in the BTA. The Company has retained its Name, Trademark (Kilitch) and all other properties and assets at Mumbai.

The Company also transferred certain products by entering into a Product Transfer Agreement (PTA) with Akorn India Pvt. Ltd. (AIPL) by which the right to manufacture certain products by the Company at Mumbai were sold to AIPL.

The above referred sale and transfer of business was approved by the Members of the Company through Postal Ballot conducted by the Company.

FUTURE OUTLOOK:

After the sale of Paonta Sahib Facility Company now has in its fold 1) Mumbai Plant 2) APP 15 Countries Export.

In most of countries which remain with for the Company for export which are fastest developing countries and we propose to register all our products during this year in these countries.

Senior management is on the job of penetrating the business in all Francophone countries and south Sudan as the same hold great potential for the business.

In line with the steps being taken to focus on exports, Company's export business volume is expected to pick up substantially.

FOCUS ON HUMAN RESOURCE:

The year 2011-12 has been quite significant for human resource where several initiatives were taken forward. Talent management was taken up as a specific focus area in HR towards integrating employee development and successful planning.

Employee engagement is one of the key elements in the success of our organization. Your organization has embarked upon a path for building up the same through appreciative enquiry methodology.

DIRECTORS:

During the year under review, Mr. Shailesh Chheda and Mr. Hemang Engineer, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

Further, Mr. Bhavin Mehta is being designated as the Executive Director of the Company for a period of five years w.e.f. September 1,2012.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in pursuant to Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s RNR Iyer & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956 ON THE OBSERVATIONS IN THE AUDITORS' REPORT:

i. Note No. 3 (f) regarding Gratuity:

The clarification regarding said observation by the Auditors is given in Note No. 1 -K of Significant Accounting Policies.

STATEMENT U/S. 212 REGARDING SUBSIDIARY COMPANY:

The Statement pursuant to the provisions of Sectio 1212 of the Companies Act, 1956 regarding Subsidiary Company is annexed to this Report.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

During the year under review, the Company has not imported any technology.

PARTICULARS OF EMPLOYEES:

The Company considers human resources as its greatest asset and strength in the process of development and progress. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Rules, 2011, none of the employees of the company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month if employed for part of the year.

INSURANCE:

All properties of the Company including factory, building, plant & machinery, Stock are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the Listing Agreement with The Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook

EMPLOYEE STOCK OPTION SCHEME:

As per Employee stock options Scheme (Kilitch ESOS 2007), each option is convertible into one equity shares Rs. 10/- each at exercise price ofRs. 47.50 per share. During the year fresh options were not granted and employees did not exercise any options. However, due to separations, 87150 options were surrendered and are available for reissue. 73 employees have been shifted to Akom India Pvt. Ltd. after the execution of deal for sale of part of business during the year. As these employees have technically separated from Company due to sale of business, it was decided that options held by them will be available for exercise as long as such employees are in the service of Akorn India Pvt. Ltd. Details of the same are given in the annexure to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuant to Sec. 217(2AA), the Board do and hereby states:

i. that in the preparation of annual accounts for the Financial year 2011- 12, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 and of the profit of the company for that period.

iii. that the directors had 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. that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company continued to believe in and accordingly upgrade itself with concept of Corporate Governance. The company has successfully maintained a code of Corporate Governance in all its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from Practicing Company Secretary for maintenance of Code of Corporate Governance. APPRECIATION:

Your Directors place on record their sincere appreciation of the service rendered by the employees of the Company and the Banks. Your Directors are also grateful to shareholders of the Company and local authorities for their continued valuable support and co-operation to the Company.

For and On behalf of the Board of Directors

Place : Mumbai PRATAP K. MEHTA MUKUND P.MEHTA

Date : 30/08/2012 CHAIRMAN MANAGING DIRECTOR


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS:

Amt. in Rs. Lacs 31/03/2011 31/03/2010

Sales and Other income 14626.08 14313.21

Profit before interest, Depreciation & Tax 2239.4 2439.24

Depreciation 558.74 607.26

Interest 372.53 453.47

Profit after Interest & Depreciation 1308.13 1378.51

Provision for Taxes 261.00 275.58

Provision for deferred Tax 1.07 5.59

Net Profit after Taxes 1046.06 1097.34

Prior period interest on Tax - 3.97

Prior period expenses - 46.47

Profit after exceptional items 1046.06 1046.90

Balance brought forward 2588.18 1805.74

Profit available for appropriation 3634.24 2852.64

Balance Transferred to Balance Sheet 3379.95 2588.18

REVIEW OF PERFORMANCE:

During the year under review, Net Profit After Tax was Rs.1046.06 lacs as against Net Profit After Tax of Rs.1097.34 lacs for the corresponding previous year.

Further, Sales and other income grew from Rs. 14313.21 lacs to Rs.14626.08 lacs during the year ended 31st March 2011.

DIVIDEND:

During the year under review, the Board of Directors of the Company is pleased to recommend dividend @ 10% subject to the approval of the Members at their ensuing Annual General Meeting.

DIRECTORS:

During the year under review, Mr. Bhavin Mehta and Mr. Pankaj Kamdar, Directors retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

Further, Mr. Nitin Shah resigned as the Whole time Director of the Company w.e.f. 25/07/2011.

Further, it is proposed to reappoint Mr. Mukund Mehta as Managing Director, Mr. Paresh Mehta as Whole time Director designated as Jt. Managing Director and Mrs. Neelima Waingankar as Whole time Director of the Company for a further period of five years from the expiry of their respective dates of previous appointments.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in contravention of Section 58 A of the Companies Act. 1956. and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s RNR Iyer& Co, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956:

Note No. 12 to Significant Accounting Policies:

The said Note is self explanatory and do not call for any further explanation.

STATEMENT U/S. 212 REGARDING SUBSIDIARY COMPANY:

The Statement pursuant to the provisions of Section 212 of the Companies Act, 1956 regarding Subsidiary Company is annexed to this Report.

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

Power and Fuel Consumption 2010-11 2009-10

a) Electricity

Purchased Unit (in thousand) 8777.73 7861.48

Total Amount (Rs.in thousand) 42131.13 33,748.59

Rate/ Unit (Rs.)04.80 04.29

b) Own Generator

Fuel (Diesel)

Total Amount (Rs.in thousand) 6307.64 3829.70

Rate per Litre (Rs) 32.85 29.01

Fuel (Furnace Oil)

Total Amount (Rs.in thousand) 16282.74 9917.53

Rate per Litre (Rs) 29.06 27.18

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

During the year under review, the Company has not imported any technology.

FOREIGN EXCHANGE EARNING & OUTGO

Rs. In Lacs

2010-11 2009-10

Earnings 699.05 633.94

Outgoings 1618.61 1103.80

PARTICULARS OF EMPLOYEES:

None of the employees of the company is in receipt of remuneration exceeding Rs.60,00,000/- per annum, if employed for whole of the year or Rs.5,00.000/- per month if employed for part of the year.

INSURANCE:

All properties of the Company including factory, building, plant & machinery. Stock are adequately insured.

FUTURE OUTLOOK:

It is so rightly said "The greatest quality is seeking to serve others".

As stated by our directors, once our hormone and carbapenem facility starts we are sure it will be one of the largest injectable manufacturing units in India. We will be having more products added into the product list facilitating domestic as well as international growth of the company. In the similar wisdom we always endeavor to come up with innovative medicines which assists animal and people live life healthier.

NEW VISION:

Kilitch Drugs (India) Ltd with its exhaustive experience and expertise in manufacturing now opens its wings further and takes up challenges in the sector of marketing.

Eyekare Kilitch Ltd., a subsidiary company launched in the last quarter of the year 2009, has achieved a handsome market share in west and East regions of India. It will be operating Pan India by the end of financial year 2011-12. Our product basket now consist of brands such as OXYEYE, OLOEYE, GATIEYE, MOX1EYE, TOBAEYE, ZETAX- O, WETEYE, WETEYE FORTE, WETEYE UNIMS, MOXIEYE-D, OSMOEYE, CORTEYE, TIMOEYE, OPTRVO, KETOEYE, KETOEYE-O AND PREDEYE covering all therapeutic segments. In coming quarters we are coming up with more segments. Beyond the specifics of a successful enterprise, the story that emerges here is that determination, persistence and a commitment to quality are the crucial ingredients that could work wonders in just about any business.

FOCUS ON GLOBAL BUSINESS:

In the current year we have successfully launched our company's product in the market of BENIN. The business is closely monitored by the Country Manager based in Benin, along with his marketing team works in the promotion of pur branded products. This market is expected to gather momentum and bring good business volume. We have been able to get registration for our products in the markets of West Africa. Also as a part of spreading our business globally we were also successful in getting our products registered in the South East Asian countries like Vietnam, Philippines etc and also have started exporting to these countries. The major achievement in the previous year was the establishment of your company in Ethiopian market.

The company expects to achieve excellent business in these markets.

FOCUS ON HUMAN RESOURCE:

The year 2010-11 has been quite significant for human resource where several initiatives were taken forward. Talent management was taken up as a specific focus area in HR towards integrating employee Development and successful planning.

Employee engagement is one of the key elements in the success of our organization. Your organization has embarked upon a path for building up the same through appreciative enquiry methodology.

CREDIT RATINGS.

Your Company has been accorded A- rating for short term and long term debt by CRISIL. The rating indicates high amount of safety, the prospects of timely reporting of debts/obligations being the best, considering the size of the Company and nature of its business.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on management discussion and analysis as required under the Listing Agreement with The Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook

EMPLOYEE STOCK OPTION SCHEME:

During the year under review, employees exercised 29,706 options under Kilitch ESOS 2007. Further options were not granted during the year. Details of the same are given in the annexure to this report.

DIRECTORS' RESPONSIBILITY STATEMENT as required pursuant to inserted Sec. 217(2AA):

i. That in the preparation of annual accounts for the Financial year 2010-11, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 and of the profit of the company for that period.

iii. That the directors had 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. That the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company continued to believe in and accordingly upgrade itself with concept of Corporate Governance. The company has successfully maintained a code of Corporate Governance in all its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from Practicing Company Secretary for maintenance of Code of Corporate Governance.

LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

Your Directors are pleased to inform you that the Company got listed on National Stock Exchange of India Limited on September 29,2010.

APPRECIATION:

Your Directors place on record their sincere appreciation for the services rendered by the employees of the Company. Further, your Directors are also grateful to the shareholders and Bankers of the Company and authorities at various levels for their continued valuable support and cooperation in the progress of the Company.

For and On behalf of the Board of Directors

PRATAPK.MEHTA MUKIND MEHTA CHAIRMAN MANAGING DIRECTOR

Place: Mumbai Date : 25/07/2011


Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31. 2010

FINANCIAL RESULTS: Rs. in Lacs

2009-10 2008-09

Sales and Other income 14313.21 12918.07

Profit before interest. Depreciation & Tax 2439.25 2394.40

Depreciation 607.26 613.30

Interest 453.48 510 39

Profit after Interest & Depreciation 1378.51 1270.71

Provision for Taxes 281.17 156 4?

Net Profit after Taxes 1097.35 1114.35

Balance brought forward from previous year 1805.74 955.84

Disposable Profit 2852.65 2070.20

Transfer to General Reserve 110.00 110.00

Proposed Dividend (incl. tax) 154.46 154.46

Balance Transferred to Balance Sheet 2588.19 1805 74

REVIEW OF PERFORMANCE:

During the year under review. Net Profit After Tax was Rs. 1097.35 lacs as against Net Profit After Tax of Rs. 1114.35 lacs for the corresponding previous year.

Further. Sales and other income grew from Rs. 12918.07 lacs to Rs.14313.21 lacs during the year ended 3U March 2010.

DIVIDEND:

During the year under review, the Board of Directors of the Company is pleased to recommend dividend of Rs. 1/- per share subject to the approval of the Members at the Annual General Meeting.

DIRECTORS:

During the year under review, Mr. Mukesh Shah. Mr. Hemang Rngineer and Mr. Shailesh Chheda, Directors retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

Further. Mr. Deepak Shenoy resigned as the Director of the Company w.e.f. 26* March 2010. Also Dr Mahalingam Vasudevan resigned as the Director of the Company w.e.f. 10" August 2010.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public. There is no contravention of Section 58A of the Companies Act, 1956. and rules framed under the Companies (Acceptance of Deposits) Rules. 1975

AUDITORS:

M/s RR Iyer & Co. (."bartered Accountants. Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix then remuneration.

EXPLANATION U7S, 217(3) OF THE COMPANIES ACT, 1956:

Note No. 11 to Significant Accounting Policies:

The said Note is self explanatory and do not call for any further explanation

STATEMENT VIS. 212 REGARDING SUBSIDIARY COMPANY:

The Statement pursuant to the provisions of Section 212 of the Companies Act, 1956 regarding Subsidiary Company is annexed to this Report.

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

Power and Fuel Consumption 2009-10 2008-09

a) Electricity

Purchased Unit (in thousand) 7861.48 7240.47

Total Amount (Rs. in thousand) 33748.59 29768.70

Rate/ Unit (Rs.) 04.29 4.11

b) Own Generator

Fuel (Diesel)

Total Amount (Rs.in thousand) 3829.70 4488.30

Rate per Litre (Rs) 29.01 52.01 Fuel (Furnace Oil)

Total Amount (Rs.in thousand) 9917.53 11076.40

Rate per Litre (Rs) 27.18 41.23

TECHNOLOGY ABSORPTION, ADO?" HON AND INNOVATION:

During the year under review, the Company has not imported any technology,

FOREIGN EXCHANGE EARNING & OUTGO

Rs. In Lacs

2009-10 2008-09

Earnings 633.94 827.57

Outgoings 1103.80 866.09

PARTICULARS OF EMPLOYEES:

None of the employees of the company is in receipt of remuneration exceeding Rs.24,00,000/- per annum, if employed for whole of the year or Rs.2.00.000- per month if employed for part of the year

INSURANCE:

All properties of the Company including factory, building plant & machinery. Stock are adequately insured.

CREDIT RATINGS:

Your Company has been accoided - rating for short term and long term debt by CRIS1L. The rating indicate:. hlsd amount of safety, the prospects of timely reporting of debts -obligations being I tie best, considering the size of the Company and nature of its h tvness

FUTURE OUTLOOK:

Your Board of Directors are pleased to inform you that the Company has taken further stride for commencement of expansion for HORMONES AND CARBAPENEMS project in the plot adjacent to the existing plot of the Company at Himachal Pradesh.

AWARD AND RECOGNITIONS:

Indian Drugs Manufacturers Association (IDMA) has awarded Gold Quality Award under a category of companies having turnover of Rs.100 crores or more per annum for excellence in quality in production at company green field project of the Company Paonta Sahib Himachal Pradesh,

We have been awarded the Export House status during the year.

We were accredited the ISO 9001:2008, ISO 14001:2004, OHSAS 180012007 Certifications which automatically gave and advantage for our Company in global market.

NEW VISION

In last quarter of the year 2009, Eyekare Kilitch Ltd has been incorporated as subsidiary of the company.

Eyekare Kilitch Ltd. is committed to introduce products which will be used and prescribed by ophthalmologists. Our market research team has carefully selected in consultation with Board of Directors of Eyekare Kilitch Ltd. which includes professionals in the filed, products which are expected to have an excellent scope.

Total opthalmology market has in India is estimated to be around Rs. 650 crores. Although we are targeting a fraction of the market share in the initial year, the company has carefully chosen product mix with innovative marketing initiatives which will enable us to step up the market share significantly in the years to come. The major therapeutic segments of ophthalmology are artificial tears and ocular lubricants, anti-infecfives, anti-glaucoma, corticosteroids, eye tonics and eye vitamins etc. Our product basket covers all this brands such as CORTEYE, GATIEYE, KETOEYE, KETOEYE-O, MOX1EYE. OXYEYE. TIMOEYE, TOBAEYE, TRAVOEYE, WETEYE, WETEYE FORTE. We expect to earn decent margins in this market segment.

FOCUS ON GLOBAL BUSINESS:

In the current year we have added one more feather in our cap by successfully launching companys products in Kenya. A full fledged marketing team has been locally recruited in Kenya and these medical representatives were imparted training by experts from Kilitch. This successful launch is expected to result in good business volume and value in the forthcoming years.

As a part of company policy for geographically spread the business, we have entered West African market which should result in a quantum jump in business volumes.

We have been able to make inroads into the following countries in West African sector viz Benin. Togo, Burkina Faso, Gabon. Mali. Cameroon, Niger, Senegal and Ivory Coast etc. Our wide ranges of products have been registered or under registration in most of these counties and have been able to start the business as well.

FOCIS ON HUMAN RESOURCES

In order to enhance performance of the employees at various levels. training initiatives have been taken for both technical and soft skills.

In the Extra Ordinary General Meeting held in May 2010. stock options granted earlier have been repriced to make the same attractive to employees and to inculcate a sense of ownership in theni-

In the year under review many pharmacy graduates have been inducted to the company to strengthen the organization

MANAGEMENT DISCISSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the Listing Agreement with The Stock Exchange is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook

EMPLOYEE STOCK OPTION SCHEME:

During the year under review, your Company granted 1.29,100 options to 180 selected employees under Kilitch ESOS 2007. Approval of the shareholders was sought during extra ordinary general meeting and exercise price has been reset at Rs.47.50 per share. Details of the same are given in the annexyre to this Report.

DIRECTORS RESPONSIBILITY STATEMENT as required pursuant to inserted Sec. 217(2AA):

i. that in the preparation of annual accounts for the Financial year 2009-2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 and of the profit of the company for that period.

iii. that the directors had 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. that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company continues to believe in and accordingly upgrade itself with concept of Corporate Governance. The company has successfully maintained a code of Corporate Governance in ail its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from Practising Company Secretary for maintenance of Code of Corporate Governance.

APPRECIATION:

Your Directors place on record their sincere appreciation of the service rendered by the employees of the Company and the Banks. Your Directors are also grateful to shareholders of the Company and local authorities for their continued valuable support and cooperation to the Company.

For and On behalf of the

Board of Directors

Place: Mumbui PRATAP K. MEHTA

Date: 10th August. 2010 CHAIRMAS

 
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