Mar 31, 2015
The Directors is presenting the 32nd Annual Report together with the audited financial statements for the year ended March, 31 2015. The Management Discussion and Analysis has also been incorporated into this report.
HIGHLIGHTS OF PERFORMANCE
- Consolidated income for the year increased by 3.01% to Rs. 3741.16 Lakhs as compared to Rs. 3631.97
- The previous y for the year was Rs. 3611.12 Lakhs as compared to Rs. 3748.89 Lakhs in the previous
- Consol lid rated Pro
- the previous year fit loss after tax for the year was Rs. (205.98) Lakhs as compared to Rs. (178.29) Lakhs in
FINANCIAL RESULTS: (Rs. In Lakhs)
Particulars Consolidated Standalone 31.03.2015 31.03.2014 31.03.2015 31.03.2014
Revenue from Operations (Net) and other income 3741.16 3631.97 2856.90 2580.79
Profit Before Tax (PBT) (126.19) (70.10) 273.40 122.45
Provision for Tax 7979 108.19 79.79 108.19
Profit After Tax (PAT) (205.98) (178.29) 193.62 14.26
Less: Minority Interest 0 48.62 0 0
Balance brought forward from previous year 4037.18 4215.47 4618.68 4604.42
Surplus carried to the next year's account 3831.20 4037.18 4812.30 4618.68
EPS (Basic and Diluted) on equity share of Rs. 10/- each (1.65) (1.04) 1.55 0.11
In view of inadequate profits and due to requirement of the long term financial resources your directors proposes to utilize the profits generated during the year in the business activities and do not recommend any dividend for the year 2014-15 (previous year Nil)
The paid up Share Capital as on 31st March, 2015 was Rs. 1246.99 Lacs divided into 124.69 Lacs equity shares of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the promoter/Directors of the Company hold shares or convertible instruments of the Company.
TRANSFER TO RESERVES
During the year under review your company has not transferred any amount to any type of reserves. (Previous year Nil)
Cash and cash equivalent as at 31st March, 2015 was Rs. 89.55 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
The Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2015. Further that there was no contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has made investment, provided loans and security and guarantees pursuant to Section 186 of the Companies Act, 2013: (Rs. In Lakhs)
Name of the company Nature of Investment made/ Opening Balance Transactions Guarantee/Loans as on 01/04/2014 Provided
Medgel Pvt. Ltd. Wholly Owned Investment Made 2812.34 Subsidiary Guarantee Security 1500.00 provided
Medicaps Finance LLP Non- Current Investment Made 2.18
Endolabs Ltd. Non- Current Investment Made 10.70
Natural Capsules Ltd. Non- Current Investment Made 0.01
Jord Engineers India Ltd. Non- Current Investment Made 21.41
Bharti Healthcare Ltd. Non- Current Investment Made 0.02
Mutual Funds Current Investment Made 0.0 Investment
Mission Viva Care Long Term Loan Given 500.00 Limited
Name of the Company Transactions Closing made during the Balance as year on
Medgel Pvt.Ltd 1470.00 4282.34
Medicaps Finance LLP 0.00 2.18
Endolabs Ltd. 0.00 10.70
Natural Capsules Ltd - 0.01
Jord Engineers India Ltd. - 21.41
Bharati Healthcare Ltd. - 0.02
Mutual Funds 150.00 150.00
Mission Viva Care Limited -500.00 0.00
In addition to the above, the Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest were charged.
ECONOMIC SCENARIO AND OUTLOOK
With India expected to 'turn the corner' on the back of structural reforms, its economy is projected to clock 7 per cent growth in 2015 even as China would see an economic slowdown, says a study. Presenting predictions by its economists for the New Year, global consultancy PwC said India is expected to resume growing at more than 6 per cent after seeing expansion below this level since 2012."We think 2015 could be the year that India turns the corner, posting growth of around 7 per cent. In the short term, low oil prices are likely to increase GDP growth, ease the pressures of India's high current account deficit and help bring down inflation," it said. Regarding the country's medium-term economic prospects, PwC said, "We think that the February 2015 budget could see India take a step towards implementing new structural reforms which will boost the economy."
India's economic growth was below 5 per cent in the last two financial years. The Reserve Bank of India (RBI) forecast the economy to grow at 5.5 per cent in 2014-15 (ending this March) and at 6.3 per cent in next financial year 2015-16
PHARMACEUTICAL INDUSTRY OUTLOOK AND OPPORTUNITIES
The global pharmaceutical market seems to be showing signs of recovery with several positive factors projected for the next four to five years. Global spending on medicines is expected to reach US$ 1.3 trillion by 2018, representing a compounded annual growth rate (CAGR) varying between 5-6% on a constant currency basis for the forecast period of 2014-2018. This is slightly higher than the 5.2% growth rate recorded over the past five years.
Higher growth is primarily on account of general economic well being, the effect of aging populations and chronic/lifestyle diseases on the demand side Â and the introduction of new specialty medicines and increased accessibility of patients to medical infrastructure and funding, expansion of emerging markets and advances in treatment and allied technologies on the supply side.
On a regional basis, healthcare spending in North America is expected to increase on an average by approximately 5% per year during 2014-2018. This expenditure is expected to be partly driven by expanded consumer access to healthcare through the 2010 Patient Protection and Affordable Care Act; and partly because of the introduction of new medicines as well as the general economic recovery of the area.
The Indian pharmaceutical market grew at a CAGR of approximately 14% in the past five years and is expected to grow at a CAGR of between 9% and 12% to reach around US$ 20 billion to US$ 30 billion by 2018. This is being, and will be, driven by epidemiological factors, increasing affordability, enhanced accessibility and rising acceptability - though partially offset by pricing controls put in place by the National Pharmaceutical Pricing Authority (NPPA) and high levels of competition due to existing market fragmentation.
The government and regulatory authorities continue to focus on:
(a) reduced taxes and import duties;
(b) incentives for setting up manufacturing units through special economic zones and other facilities;
(c) incentives for higher in-house research and development; and
(d) improving the quality of healthcare infrastructure as well as the availability of medicines through the 'Jan Aushadhi' scheme at affordable prices.
VOLUME OF MANUFACTURING
Your company is in the manufacturing of the Hard Gelatin Capsule shell. During the year company has manufactured following quantity.
Particulars Quantity in Nos (in Lacs) 2014-15 2013-14
Finished goods available on the Opening date i.e. 01/04/2014 3719.87 4593.42
Manufactured during the year 33974.19 32952.21
Turnover of the capsule sold 33782.83 33825.76
Finished goods available on the Closing date i.e. 31/03/2015 3911.23 3719.87
Due to heavy competition, the Company could not increase the sales price of its product, the selling price for the year was Rs.80.99 per thousand capsules as compared to Rs 80.91 per thousand capsules in the previous year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In view of the paid up capital, profits and turnover of the company, the Company does not fall under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under.
OCCUPATIONAL HEALTH & SAFETY (OH&S)
This initiative involved and positively engaged all levels of personnel on the plant and the Company's business. With regard to contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labour such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.
Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.
The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry.
During the year under review, the following Human Resources initiatives received greater focus:
Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented.
This has helped greatly in overall development of the employee and has significantly arrested the attrition rate. Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.
Industrial Relations: The Company's Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual temporary, trainees) are covered under this policy No complaint was received during the year under review.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
The Company is engaged in the business of manufacturing of Hard Gelatin Capsule Shell and is associated with the normal business risk as well as the imbalance of demand- supply of products in the Domestic and in International Market. Further pharmaceutical industry has always been under intense scrutiny by various regulatory authorities, both Indian and international. This trend continues resulting in regulatory standards being upgraded all the time Further It is close to two years since the new pricing regulation was enacted in the Indian market Over the last one year. Since the pricing regulatory authorities are reviewing the existing pricing mechanism and are considering expanding the scope, the threat of future decline in price remains.
Other than this, the Government policy, local area authority, Taxation policy, fluctuations in foreign currency rates may adversely affect the profitability of the Company subject to various process and clearance, payment of compensations, etc as may be decided by the concerning state government.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any The details of the vigil mechanism Policy is explained in the Corporate Governance Report as well as annexed to the Board Report as "Annexure A" and also posted on the website of the Company at www.medicaps.com.
SUBSIDIARY COMPANIES AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARIES
As on 31st March, 2014, the Company had Medgel Pvt. Ltd. was its subsidiary company and by acquisition of remaining 27,10 Lakhs shares from other investors, it has become 100% Wholly Owned Subsidiary w.e.f. 28.08.2014. The Particulars of the Subsidiary Company is given as required under section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014 in the Form AOC-1 as containing part of the Financial Statement annexed as Annexure B" which is forming part of the Annual Report.
The Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2014-15 In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.medicaps.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.medicaps.com.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONALS & BOARD MEETINGS & PROCEDURES
At the Annual General Meeting (AGM) of the Company held on September 27th Sept., 2014, the Members had re- appointed Dr. Shamsher Singh DIN 00204290) Dr. Shashikant Sharma (DIN 00204610) and Dr. Keshav Singh Verma (01490522) as Independent Directors under the Companies Act, 2013 for a term of 5 years with effect from 1st April 2014. Shri Pramod Fatehpuria, (DIN 00972389) was also confirmed by the members at their annual general meeting held on 27.09.2014 as an Independent Director for a term of 5 years with effect from 29th May, 2014. Dr. V.B. Malkar (DIN: 02491684) the Independent Director has resigned from the Board w.e.f. 29.05.2014 due to his pre- occupation.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In the Opinion of the Board, all the independent directors fulfill the criteria on independency as prescribed under the Companies Act and the Clause 49 of the Listing Agreement.
Directors seeking re-appointment at the ensuing annual general meeting
In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Kusum Mittal (DIN 00035356) liable to retire by rotation and is eligible for re-appointment.
Key Managerial Personnel
The Company is having Company Secretary, Chief Financial Officer and designated them as the Key managerial Personal. Further that Shri Ramesh Chandra Mittal, Shri Alok K. Garg and Mrs. Kusum Mittal executive directors are also functioning as the Key Managerial Personnels as required under section 203 of the Companies Act, 2013. Tenure of Shri Ramesh Chandra Mittal as the Chairman and Managing Director will be over on 30th June, 2016 and Shri Alok K.Garg as Whole-time Director will be over on 31st March, 2016. The Nomination & Remuneration Committee and the Board at their meeting held on 12th August, 2015 has approved for their re-appointment subject to the approval of members in the ensuing General Meeting for the further period of 3 years w.e.f. 1st July, 2016 and 1st April, 2016 respectively. Shri Alok K.Garg is being designated as the Joint Managing Director to reward his services to the Company on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting. Your directors recommend to pass suitable resolutions as set out in the notice of the annual general meeting.
Number of meetings of the Board
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampur, at the Registered Office of the Company. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
The Board met 4 (Four) times in financial year 2014-15 viz, on 29th May, 2014; 13th August, 2014; 13th Nov., 2014 and 12th Feb., 2015. The maximum interval between any two meetings did not exceed 120 days.
Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:- a) Dr. Shamsher Singh
b) Dr. Shashikant Sharma
c) Dr. Keshav Singh Verma
d) Mr. Pramod Fatehpuria (from 29.05.2014)
e) Dr. V.B.Malkar (upto 29.05.2014)
Company's policy on Directors' appointment and remuneration
The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed with the Report as "Annexure C" and also uploaded on companies website (Link - http://medicaps.com/cgovernance.html)
Annual evaluation by the Board
The evaluation framework for assessing the performance of directors comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and its performance;
iv. Providing perspectives and feedback going beyond information provided by the management;
v. Commitment to shareholder and other stakeholder interests;
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board do not participate in the discussion of his/her evaluation.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note-1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2015 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, and other applicable Acts the Board has the following 5 (five) Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
(d) Risk management Committee
(e) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 redressal of complaint at the workplace Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions if any, are placed before the Audit Committee as also the Board for approval. The transactions entered into are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the Managing Director and the CFO. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website (Link - http://medicaps.com/cgovernance.html ). A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
AUDITORS & THEIR REPORT Statutory Auditors Appointment
The Company's Auditors, M/s C.P. Rawka & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting held on 27th Sept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 read with the Clause 41(1)(h) of the listing agreement for ratification for appointment as Auditors of the Company.
Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ishan Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as
There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-
(a) Delay in filing of the certain forms as covered in their report to the RoC after prescribed period with the adequate additional filing fees, this has reported as compliance by reference of payment of additional fees; Management Comment/Explanations:- The Compliance has been made with additional filing fee as reported by the Secretarial Auditors themselves.
Further the Company was filing Form MGT-10 attach with the Form GNL-2 for change in the 2% or more shares of the Company in respect of promoters and top 10 shareholders of the Company. However, after availability of Form MGT-10 for e-filing, it was 2% of the respective promoters and top 10 shareholders holding and due to that uncertainty, the Company has filed form MGT-10 after some delay with the adequate filing fee.
(b) That the Company has not complied with the Clause 41(I)(h) of the Listing Agreement.
Management Comment/Explanations: the Auditor has applied for conducting peer review to the Peer Review Board of ICAI and the same is under consideration with the PRB of the ICAI. Auditor assures that at the time of ratification by the Shareholders at the ensuing Annual General Meeting the Auditor's firm will be holding valid peer reviewed certificate.
(c) 5 Secured loans which were repaid/set off by modification, etc. long back, but still appearing on the portal of the MCA under the Index of Charges for which corrective measures needs to be taken for deletion/satisfaction of such charges. Management Comment/Explanations: The company is continuous in follow up with the bank since the charge is satisfied by the company long back and the bank as well as the company is searching for old documents and will proceed further.
Cost Auditor and their report
The Company has filed the Cost Audit Report for the year 2013-14 to the Central Government on 26th Sept., 2014. Further that the Company has appointed Shri Satish Kumar Gupta, Cost Accountants as the Cost Auditors of the Company for the year 2014-15 and in view of the orders issued by the Cost Audit Branch of the MCA, the Company is not falling under the purview of the requirement for Cost Records and its audit during the year 2014-15 and onward. Therefore, it do not propose to ratify the remuneration of the cost auditors and do not take any action for conducting the cost audit during the year 2014- 15.
Disclosure for frauds against the Company
In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company and any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non reportable frauds during the year 2014-15.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report as "Annexure- E" and the Corporate Governance Report is attached as "Annexure F". Certificate from Shri R.C. Mittal, Managing Director and Mr. Manish Kumar Jain, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 12th August, 2015. A copy of the certificate on the financial statements for the financial year ended March, 31, 2015 is annexed along with this Report as "Annexure G" and the Certificate of code of conduct by the directors and managerial personnels by the CS and Managing Director is annexed as"Annexure H". CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India and forming part of this Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure I".
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 for the year ended 31st March, 2015 is annexed herewith as "Annexure J".
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION
Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the detail is given in the "Annexure K". Particulars of remuneration of employees
During the year, none of the employees received remuneration in excess of 5 lakhs or more per month or Rs. 60 Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore there is no information to disclose in terms of the provisions of the Companies Act, 2013.
During the year under review your Company enjoyed cordial relationship with worker and employees at all levels.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website (Link:- http://medicaps.com/cgovernance.html) The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
For and on behalf of the Board
Ramesh Chandra Mittal Place: Pithampur Chairman & MD
Date : 12th August, 2015 DIN 00035272
Mar 31, 2014
The Directors submits their 31st Annual Report of the Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2014.
1. FINANCIAL RESULTS: (Rupees in Lacs)
Particulars 31.03.2014 31.03.2013
Revenue from operation 2736.97 2602.51
Other Income (156.19) (133.24)
Total Income 2580.78 2469.27
Total Expenses 2458.33 2287.51
Profit before Interest, Depreciation & Tax (EBIDTA) 125.89 244.61
Less: Interest 0.00 0.00
Less: Depreciation 34.04 62.86
Profit before Tax 122.45 181.75
Less: (a) Current Tax 100.00 120.00
(b) Earlier year excess provision for tax written back (0.48) 0.00
(c) Deferred Tax 8.67 (4.82)
Net Profit for the year 14.26 66.57
Add: Surplus brought forward from previous year 4604.42 4537.85
Surplus Carried to Balance Sheet 4618.68 4604.42
Paid up Equity Share Capital 124699560 124699560
Earning per share (Rs. 10/- each) Basic & Diluted (in Rs.) 0.11 0.53
Your Directors considered the feasibility of dividend for the year 2013-14 and considered the requirement of the liquid financial resources for the smooth running of the company and in view of the present financial status, the company needs to provide financial support to its subsidiary Medgel Pvt. Ltd. therefore this year the Directors proposes to escape the dividend and the profits earned by the Company be utilized for the further business plans to maximize the worth of the company and its shareholders. (Previous Year NIL)
3. COMPANY''S PERFORMANCE & FUTURE OUTLOOK:
Inspite of the slack in the market condition during the year under review, it could earn the gross income of Rs.2580.78 Lacs as compared to Rs. 2469.27 Lacs in previous year. Due to sharp increase in the cost of raw material and employee cost, the profitability of the Company has been decreased from Rs. 181.75 Lacs to Rs. 122.45 Lacs. The Company''s investment in the Mutual Funds, etc. as well as in Subsidiary Company could not generate adequate profits even the Company has to incur losses on the investments activities due to depressed capital market and Mutual Funds in the country.
The Board in its meeting held on 29th May, 2014 has appointed Shri Pramod Fatehpuria as an Additional Director under the category of Independent Director of the Company, to hold the office of the director till the conclusion of the Annual General Meeting.
Dr. Vishwanath BalkrishnaMalkar,Director of the Company has resigned from the office of Director w.e.f. 29th May, 2014.
In view of impending retirement from the directorship of Shri R.C. Mittal liable to retire by rotation at the forthcoming Annual General Meeting, being eligible offers himself for re-appointment.
Further that Dr. Shashi Kant Sharma, Shri Pramod Fatehpuria, Dr. Shamsher Singh and Dr. Keshav Singh Verma the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.
The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of above said Directors of the Company at the ensuing Annual General Meeting.
The Independent Directors have submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.
In the opinion of the Board the above said four directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.
5. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management,the Directors hereby confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;
c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;
d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;
6. DEPOSITORY SYSTEMS AND LISTING:
The equity shares of the Company may also be kept in electronic form with the Central Depository Services Ltd.(CDSL) and National Depository Services Ltd. (NSDL) therefore all members and investors may hold their shares in the Company''s shares in dematerialized form. Company''s equity shares are listed at the BSE Ltd. and MPSE and being regularly traded at the BSE.
7. FINANCE & ACCOUNTS:
7.1 Cash generation:
Your company continued its strong cash generation driven by overall business performance. Your company optimized the return on investment by deployment of cash surplus in a balanced portfolio of sale and liquid securities and may be considered as ''Zero Debts Company''.
7.2 Internal Control Systems and its adequacy:
The Company''s internal control procedures are tailored to match the organization pace of growth and increasing complexity of operations, these ensure compliance with various policies, practices and statutes. The Company''s internal audit carries out extensive audit throughout the year, across all functional area and submits its report to the Audit Committee of the Board of directors.
7.3 Adequate coverage of risk:
The Company''s assets are adequately insured against various risks, which were considered necessary by the management from time to time.
Your company is a foreign exchange earner and the transactions are suitably covered for exchange risk and there is no materially significant exchange rate risk associated with the company.
7.4 Segmentwise results:
Your company is dealing only in a single segment,i.e. manufacturing of the gelatin capsules; therefore AS-17 for Segment-Wise reporting is not applicable to the Company.
7.5 Subsidiary Company:
Medgel Pvt. Ltd. is a subsidiary company and it has invested Rs. 2812.34 in the share capital. Medgel Pvt. Ltd. is having its plant in the Pithampur(M.P.)
The Company has made adequate disclosures regarding related party transactions, contingent liabilities, remuneration of directors, and significant accounting policy in the notes to the accounts as an integral part of the Balance Sheet and Profit & Loss Accounts for the year ended 31st March,2014.
8. ISO:9001:2000 CERTIFICATION:
As you are aware that your Company is ISO:9001:2000 complied and this will give further strength to the quality as well as international recognition.
M/s C.P. Rawka & Co., Chartered Accountants (ICAI Firm Registration No. 000518C), Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the certificate of their eligibility for re-appointment.
Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, subject to the peer review by the ICAI is proposed to re-appoint M/s C.P. Rawka & Co., Chartered Accountants (ICAI Firm Registration No. 000518C), as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Thirty Fourth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.
The Auditors'' Report read with notes to accounts are self-explanatory and needs no further comments.
10. COST AUDITORS:
Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act,2013 read with the Companies (Audit and Auditors) Rules 2014,the Company is not required to appoint the Cost Auditors for the year 2014-15.The Cost Audit Report/Compliance Certificate forthe year 2013-14 would be filed to the Central Government within the stipulated time.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE:
Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.
Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and there is no outstanding deposit due for re-payment.
The Company continued to have cordial and harmonious, rooted in the philosophy of bilaterism. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions.
14. SECRETARIAL AUDITORS:
The Company has appointed M/s Ishan Jain & Co., Company Secretaries (ACS 29444 & CP 13032) as the Secretarial Auditors for the year 2014-15 as required under section 204 of the Companies Act, 2013.
The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.
16. PARTICULARS OF EMPLOYEES:
Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.
17. CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance as required under the Listing Agreements with the Stock Exchanges along with the certificate of the Auditors, M/s C.P. Rawka & Co., Chartered Accountants (ICAI Firm Registration No. 000518C) confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached to this report as Annexure B.
FOR & ON BEHALF OF THE BOARD
Place : Pithampur RAMESH CHANDRA MITTAL Date: 13th August, 2014 CHAIRMAN CUM MANAGING DIRECTOR DIN-00035272
Mar 31, 2010
The Directors are pleased to present their 27th Annual Report on the business and operations of the company together with the Audited Balance Sheet & Profit and Loss Accounts for the year ended 31st March 2010.
1. FINANCIAL RESULTS:
(Rupees in Lacs)
Year ended Year ended 31.03.2010 31.03.2009
Net Sales/Income from operations 2176.98 2274.81
Other Income 182.97 114.34
Total Income 2359.95 2389.15
Operating Profit (PBIDT) 545.57 554.32
Less: Depreciation 83.30 81.88
Interest and Financial Charges 0.00 0.00
Profit before Tax 462.27 472.44
Less: Provision for current year ncome tax 113.50 123.00
Fringe Benefit Tax 0.00 2.00
Add: Deferred Tax 13.70 10.87
Net Profit after tax & adjustments 362.47 358.31
Add: balance carried from Profits Loss A/c 3842.28 3556.68
Total profit available for appropriation 4204.75 3914.99
Less: Transfer to General Reserves 18.50 18.00
Less: Proposed Dividend 46.76 46.76
Less: Corporate Tax on Dividend 7.95 7.95
Surplus Carried to the balance Sheet 4131.54 3842.28
EPS in Rs. (Shares on Rs. 10/-each) 11.63 11.49
2. DIVIDEND :
Your directors are pleased to inform that Board of directors have recommend a dividend @Rs.1.50 (15%) per equity share of Rs.10/- each (Previous Year Rs.1.50 per share), which will be paid to the shareholders subject to the approval of the members at the forthcoming Annual General Meeting.
3. REVIEW OF OPERATIONS:
During the year under review due to sound fundamental and well planning of the Management of the company, it could earn the income of Rs. 182.97 Lacs from investment activities as compared to Rs. 114.34 Lacs in the previous year.
However, Companys manufacturing turnover has been marginally decreased from Rs. 2274.81 lacs to Rs.2176.98 Lacs. However, the profits from the manufacturing activities has also been substantially decreased to Rs.279.30 Lacs as compared to previous year Rs.358.10 lacs, this is due to increase in the cost of inputs, and low realization of the Companys product due to stiff competition.
Your company is in continuous process of modernization of the existing manufacturing facilities to get better output and quality.
4. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your directors state that:
In the preparation of accounts, the applicable accounting standards have been followed.
Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31,2010 and the profit of the company forthe year ended on that date.
Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.
The annual accounts of the company have been prepared on a going concern basis.
The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
In view of impending retirement from the directorship of Mrs.Trapti Gupta, Shri Alok K. Garg and Shri Keshav Singh Verma are liable to retire by rotation at the forthcoming Annual General Meeting, they being eligible, offers themselves for re-appointment.
The tenure of Shri Ramesh Chand Mittal, as the Chairman Cum Managing Director was expired of 30th June, 2010 and the tenure of Shri Alok K. Garg, Whole-time Director was also expired on 31 st March, 2010 upon the recommendation of the Remuneration Committee, the Board of Directors have re-appointed them for a further period of three years. Your directors recommend passing appropriate resolutions for the above said purposes as set out in the notice of the Annual General Meeting.
6. DEPOSITORY SYSTEMS AND LISTING:
The equity shares of the Company may also be kept in electronic form with the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) therefore all members and investors may hold their shares in the Companys shares in dematerialized form. Companys equity shares are listed at the Bombay Stock Exchange Ltd., Mumbai, and being regularly traded.
The Company has complied with the requirement for delisting of share from the M.P. Stock Exchange. However, a necessary order to that effect is still awaited from the M.P.Stock Exchange. The Company is regular in payment of annual listing fee to the BSE.
8. ISO: 9001:2000 CERTIFICATION:
As you are aware that your Company is ISO: 9001:2000 complied company which is the latest version of ISO series and this will give further strength to the quality as well as international recognition.
9. AUDITORS AND THEIRREPORT:
Comments of the Auditors in their report and the notes forming part of the Accounts are self-explanatory and need no comments. M/s C.P.Rawka & Co., Chartered Accountants, the Statutory Auditors has expressed their willingness for re- appointment at the forthcoming annual general meeting. A certificate to that effect that their appointment, if made, would be in accordance with the provisions of section 224(1) of the Companies Act, 1956 has been received by the Company.
10. COMPLIANCE CERTIFICATE:
Compliance Certificate has been obtained from M/s D. K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors Report, which is self-explanatory and needs no comments. Annexure B
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE:
Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as annexure A.
Your Company h.as not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and there is no outstanding deposit due for re- payment.
As a matter of longterm policy the Company utilizes its surplus funds in the long term investment in the various mutual funds and other securities from time to time to maximize the worth of the stakeholders of the Company and has earned very handsome profits from the investment activities. Further that the Company needs to provide financial support to the Joint Venture Company, M/s Medgel Pvt. Ltd. by way of providing financial guarantee to the Bank and financial institutions.
The Company continued to have cordial and harmonious, rooted in the philosophy of bilaterism. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions.
15. CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance Practices. Being a value driven organisation, the companys good corporate governance practices and the disclosures are need based, duly complied with the statutory and the regulatory requirements of the Companies Act, 1956, together with all the relevant Clauses of the Listing Agreement and all the others applicable laws.The Companys Corporate Governance Policies and the Practices are also in accordance with the Clause 49 of the Listing Agreement. A report of the Board of directors on the Corporate Governance along with the Auditors Certificate forming part of the Directors Report, being annexed herewith as Annexure C.
16. MANAGEMENT DISCUSSION AND ANALYSIS:
16.1 Industry structure and developments:
The Indian Pharmaceuticals market valued at around USD 9 billion continues to be a highly fragmented market with more than 5000 players, the vast majority of which are in the unorganized sector. It is,predominantly a "bra nded generics" market with over 25000 brands and is growing @ 10 % p.a.
Introduction of a product patent regime was widely welcomed but an environment of world class intellectual property rights including data protection continues to be elusive. There is a need to foster an ecosystem that recognizes, respects and rewards innovation. The Pharmaceutical Policy 2002 which proposed to increase the scope of price control to all 354 drugs needs serious review. Industry hopes that its recommendation to government of price monitoring as opposed to pr.ce control of drugs will form the basis of the progressive new Pharmaceutical Policy.
The Indian over-the-counter (OTC) medicines market, valued at over USD 1.8 billion, is the 11 th largest in the world. It is the second fastest growing market globally with a growth rate of around 9% per annum. The market has been performing well, partly due to switch of popular brands from prescription to OTC.
Despite strong growth, the OTC market development is still held back by several factors. OTC per capita spend remains low for several reasons, including reliance on herbal home remedies, regulatory restrictions, counterfeit medicines and price control. Pharmacies are mainly concentrated in urban areas and while they are increasingly being found in rural areas, doctor- dispensing is still the norm. The Government continued focus on economic reforms, its commitment to increase its investment in health care a robust service sector and Indias demographic profiles are expected to sustain the growth momentum in the pharmaceuticals market.
According to IMS Health Inc., the global pharmaceutical market grew by 7% in 2009 compared with 4.8% growth in 2008. In 2010 market is expected to grow by 4% to 6%. This growth will be largely driven by strong overall growth in the emerging countries as well as the rising influence of Health Care access and funding on market demand.
The Indian pharmaceutical market has seen a CAGR of about 14% in the last five years. It continues to be highly fragmented and dominated by Indian Companies. The domestic pharmaceutical Industry grew by 18% in March 2010 compared to 10% in March 2009.The Government of Indias vision 2015 indicates an 18% plus CAGR for the pharmaceutical sector, translating to a doubling of revenues over the next five years. According to this report, growth will bedriven by all verticals: domestic formulations, generic exports and outsourcing.
16.2 SWOT ANALYSIS FORTHE COMPANY:
- Strong in-house Research & Development.
- Integrated supply chain.
- High quality manpower resources.
- Centralized manufacturing activities at Pithampur Plant. t Zero Debt Company.
- Strong financial planning.
- Controlling of process parameters is very critical.
- Dependency on drug formulation companies.
- Frequent fluctuation in market demand.
- Very sensitive process of manufacturing.
- There is very good demand of gelatin capsules in overseas and Indian market having good quantum in that and quality of Indian capsule recognized in world.
- As your Company has made huge investment in the Mutual Funds and other securities, the financial results for the coming year may improve the profitability in view of improved financial conditions of the Country and globally.,,
- India has one of the lower per capita health care expenditure in the world.
- Aggressive price competition from local and multinational players.
- Fast technology change in the manufacturing line of the Company.
- Frequent change in Govt, policy for pharmaceutical industries.
- Registration of patent by the users of the products of the company.
- Developed countries are very rigid in procuring capsules from out of countries.
- Higher inflation rate.
- Uncertainty in the capital market.
While we cannot predict a further performance, we believe considerable opportunities will exist for sustained and profitable growth, not only in the developing countries but also in the developed western countries.The Company is in continuous process to launch new variety of empty capsules and variants to meet out the demands in the coming year and also to expand its marketing reach in other country for growth in the export as well as domestic turnover. The company with its continued focus on exports stands to gain a lot from the emerging scenario. However, return from the investment activities may largely effect the profitability of the Company.
16.4 Marketing and Export:
In domestic market your company had some more well reputed companies. In the export front the Company has done well, the export turnover of the company is increased to Rs.143.34 Lacs as compared to previous year Rs.99.68 Lacs and your company is making all the efforts to increase its export turnover in the coming years.
Your directors acknowledge the vital role played by conscientious and hardworking employees of the company at all levels towards its overall success. Your directors also acknowledge the support provided by suppliers, vendors and valued customers in its efforts to provide high quality products. Your Board takes this opportunity to record their appreciation in this regard including valued investors and shareholders of the Company.
BY ORDERS OF THE BOARD
Place: Pithampur R.C.MITTAL
Date :26th August, 2010 CHAIRMAN & MANAGING DIRECTOR