Directors Report of Parenteral Drugs (India) Ltd.
Mar 31, 2016
To
The Members of
Parenteral Drugs (India) Limited
The Directors of your Company are pleased to present the 32nd Annual Report together with the audited financial statement of the company for the financial year ended 31st March, 2016.
FINANCIAL RESULTS AND THE STATE OF COMPANYS'' AFFAIRS
The company''s standalone financial performance for the year ended 31st March, 2016 is summarized below:
(Rs. in Lakhs)
|
Particulars |
F.Y. 2015- 16 |
F.Y. 2014-15 |
|
Sales and Other Income |
15068.71 |
17658.98 |
|
Profit /(Loss) before Interest, Depreciation & Tax |
(4549.14) |
1340.80 |
|
Less: |
||
|
Finance cost |
5800.54 |
5917.33 |
|
Depreciation and Amortization |
1706.40 |
2385.06 |
|
Provision for Taxation |
- |
- |
|
Deferred Tax Liabilities/(Assets) |
(1261.27) |
(1594.09) |
|
Tax adjustment for the previous year |
0.00 |
0.25 |
|
Profit /(Loss) after Interest, Depreciation & Tax |
(10794.83) |
(5367.76) |
|
Less: Provision for Investment |
54.44 |
40.72 |
|
Net Profit/(Loss) |
(10849.28) |
(5408.48) |
|
Balance brought forward from previous year |
(18764.02) |
(13355.53) |
|
Surplus/(Deficit) |
(29613.30) |
(18764.02) |
|
Appropriations: |
||
|
Transferred to General Reserve |
- |
- |
|
Proposed Dividend |
- |
- |
|
Tax on Distributed Profit |
- |
- |
|
Minority Interest |
- |
- |
|
Balance carried to Balance Sheet |
(29613.30) |
(18764.02) |
|
Earnings per share |
(36.39) |
(18.14) |
|
(EPS of Face Value of Rs. 10/-) |
The income from operations for the year under review was Rs. 150.68 crores as against Rs. 176.58 crores in the previous year. The Company recorded a loss before interest, depreciation and tax of Rs.45.49 crores during the year as against profit before interest, depreciation and tax of Rs. 13.41 crores in the previous year and recorded a loss after interest, depreciation and tax of Rs. 108.49 crores during the year as against a loss of Rs. 54.08 crores during the previous year. The loss was due to overall liquidity crunch being faced by the company resulting in low turnover, productivity and higher costs.
A review of the performance during the year is given under the section Management Discussion and Analysis Report, as stipulated under regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in a separate section which forms part of the Annual Report.
DIVIDEND
The Board conveys its inability to recommend any dividend for the year under review.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of section 134 of the Companies Act, 2013 and applicable accounting standards, the audited consolidated financial statement are provided in the Annual Report.
CHANGES IN CAPITAL STRUCTURE
Issue of Preference Shares
During the year under review, the company has allotted 25,00,000, 0% Non-Cumulative, Non-Convertible, Redeemable Preference Shares of Rs. 10/- each at a price of Rs. 120/- (Rupees One Hundred and Twenty Only) at a premium of Rs. 110/- (Rupees One Hundred and Ten Only) each for consideration other than cash, on private placement basis, which are liable to be redeemed within a period not exceeding twenty years to M/s. Anitas Exports Private Limited, a promoter group company. As a result of this, the issued, subscribed and paid-up preference shares has increased from 1,05,37,898 shares to 1,30,37,898 shares as at 31st March, 2016 for which the company has reclassified the unissued Authorized Preference Share Capital of the company.
CORPORATE REVAMPING
The process of demerger as initiated with an objective to bring in a financial investor in the pharma operations has been dropped due to subsequent developments making the demerger enviable.
SUBSIDIARY COMPANIES
As on the date of the report, the Company has 5 (five) Indian subsidiaries:
Infutec Healthcare Limited (Formerly: Goa Formulations Limited), a material non listed Indian Subsidiary, Parenteral Biotech Limited, Parenteral Impex Limited, Abhay Drugs Limited and Anjaney Pharmaceuticals Limited.
During the year under review, the company has disinvested its equity investment in two subsidiary companies namely Parentech Healthcare Limited and Parenteral Surgicals Limited.
A report on the performance and financial position of each of the subsidiary company as per the Companies Act, 2013 is annexed to the Consolidated Financial Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Govind Das Garg (DIN:00520067), Whole-Time Director of the company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
Brief resume of Shri Govind Das Garg (DIN:00520067), nature of his expertise in specific functional areas and names of companies in which he holds directorship /membership/chairmanship of Board/Committees, as stipulated under regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been stated in the report of Corporate Governance and the same is forming part of this Annual Report.
The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013.
The company has devised a policy for performance evaluation of Independent Directors, Board, committees and other individual directors which include criteria for performance evaluation of the non-executive and executive directors. The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
Ms. Aradhana Kulkarni, is the Company Secretary and Compliance Officer of the company.
CORPORATE GOVERNANCE
Your company believes corporate governance is at the core of stakeholder satisfaction. your company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI. Your company has also implemented several best corporate governance practices as generally prevalent. the report on corporate governance as stipulated under regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of this annual report. the requisite certificate from a practicing chartered accountant confirming compliance with the conditions of corporate governance as stipulated under the aforesaid regulation is enclosed with this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and at an arm''s length basis. The company''s major related party transactions are generally with its subsidiaries. The related party transactions are entered on considerations such as synergy in operations, sect oral specialization, liquidity and capital resources of subsidiaries. During the year, the company had entered into contract / arrangement / transaction with InfoTech Healthcare Limited (Formerly: Goa Formulations Limited), wholly owned subsidiary of the company which is considered as material related party in accordance with the policy of the Company on materiality of related party transactions. The details of material related party transactions are mentioned in Form No. AOC-2 as Annexure-I to this report. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s we blink http://www.pdindia.com/docs/policyondealingwithrelatedpartytransactions.pdf .
Your Directors draw attention of the members to Note No. 31 to the financial statement which sets out related party disclosures as per AS-18.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report, as stipulated under regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing agreement with the stock exchanges in India, is presented in a separate section which forms part of this annual report.
AUDITORS AND AUDITORS'' REPORT
M/s. T.N. Unni & Co., Chartered Accountants, Statutory Auditors of the Company bearing Firm Registration No. 004890C, are retiring at the ensuing annual general meeting of the company and are proposed to be re-appointed as the statutory auditors of the company from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting of the company.
As required under section 139 of the Companies Act, 2013, the company has obtained a written consent from M/s. T.N. Unni & Co., Chartered Accountants, to their re-appointment and also a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of section 139(1) and section 141 of the Companies Act, 2013 and rules made there under, as may be applicable.
The report of the Statutory Auditors does not contain any qualification, reservation, adverse remark or disclaimer and the same is self explanatory and do not call for any further comments from the Board.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board had appointed M/s. Archna Maheshwari & Co., Practicing Company Secretary, to conduct Secretarial Audit of the company. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as Annexure-II to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
COST AUDITOR
Pursuant to the provisions of section 148 of the Companies Act, 2013 read with the Companies (Cost Audit and Records) Rules, 2014, M/s. A. Goyal & Co., Cost Accountants, Jaipur were appointed as Cost Auditors of the Company, subject to the ratification of their remuneration for the financial year 2016-17 by the members of the company.
Report of the Cost Auditor in respect of Cost Audit for the year under review would be filed with the Central Government in due course of time.
HUMAN RESOURCE
The Company believes in the concept of human empowerment. It firmly believes that human resource is the most important asset of the organization and the same can be appreciably seen in the continuity in survival of the company in spite of all odds. During the year, the company continued its efforts aimed at improving the human resource policies and processes to enhance its performance. During the year under review, the industrial relations continued to be cordial.
RISK MANAGEMENT
The Risk Management Committee constituted by the Board of Directors of the Company has formulated a Risk Management Policy. The Committee has devised a plan of action for the implementation of policy in line with the best industry practices and is committed to adopt standard practices for assessment of risk and its minimization through constant reporting and review in various functional areas of the Organization.
All the assets of the company including buildings, machineries, fixtures and other fixed assets, stocks, raw-materials, work in progress, finished goods, etc. have been adequately insured.
Your Company''s products and processes are developed in accordance with strictly defined rules to ensure safety and health of workers as well as the environment.
However, the provisions of regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to Risk Management Committee are not applicable to the company as the same are applicable to top 100 listed entities determined on the basis of market capitalization, as at the end of the immediately preceding financial year.
FIXED DEPOSIT
The company has not accepted deposits during the year under review as covered under Chapter V of the Companies Act, 2013 or otherwise. No amount has remained unpaid or unclaimed as at the end of the year, therefore, there is no default in repayment of deposits or payment of interest thereon during the year under review.
UNCLAIMED DIVIDEND
The amount transferred by the Company in separate bank account towards payment to the shareholders is lying unclaimed in some cases. The shareholders, who have not claimed their dividend up till now, are requested to immediately approach the Registrar and Share Transfer Agent of the Company for claiming their dividend.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO
Particulars pertaining to the conservation of energy, technology absorption and foreign exchange earnings & outgo as prescribed under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed as Annexure-III and the same are forming part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules. The other disclosures are annexed as Annexure-IV to this report.
LISTING
The equity shares of the Company are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the stock exchange(s).
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of annual accounts for the year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) 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 as at the end of the financial year ended on 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts for the financial year ended 31st March, 2016 on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively;
(vi) 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.
DISCLOSURES
i. There is no change in the nature of business of the company during the year under review.
ii. The composition of the Audit Committee of the company as provided under corporate governance report, is forming part of this report. Further, all the recommendations made by the Audit Committee were accepted by the board.
iii. The details of establishment of Vigil Mechanism for directors and employees of the company have been provided under the report of Corporate Governance.
iv. There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.
v. There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
vi. The internal financial controls with reference to the financial statement of the company are adequate and commensurate to the size of the company.
vii. The extract of Annual Return of the company is annexed herewith as Annexure-V to this report.
viii. The Board of Directors met 7 (seven) times during the financial year 2015-16. The maximum time gap between 2 (two) consecutive meetings did not exceed one hundred and twenty days. The details of the date(s) on which the meetings were held are given in the Corporate Governance Report forming part of the Annual Report.
ix. During the year under review, the Company has neither given any guarantee or provided any security except the guarantee or security given in previous financial years in connection with a loan to any other body corporate or person nor invested any fund in the securities of any other body corporate or extended loan to any company. However, the company continued the Corporate Guarantee already extended to Parenteral Surgicals Limited, a group company.
x. During the year under review, the company had no profits and therefore the company does not propose to carry any amount to its reserves.
xi. The provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 related to Corporate Social Responsibility are not applicable as the company does not meet the criteria specified therein.
xii. Neither the Managing Director nor the Whole-Time Directors of the company are in receipt of any remuneration or commission from any of its subsidiaries.
xiii. As reported by the statutory auditors of the company, there are no frauds which are reportable to Central Government under section 143(12) of the Companies Act, 2013.
xiv. The company is not required to give any disclosure under the provisions of sub-section (3) of section 67 of the Companies Act, 2013.
xv. No cases of sexual harassment were reported during the financial year under review.
ACKNOWLEDGEMENTS
The Directors would like to express their appreciation for the assistance and co-operation received from Bankers, Government authorities, customers, and vendors during the year. Your directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the company.
Place: Indore FOR AND ON BEHALF OF THE BOARD
Date: 12th August, 2016
Manohar Lal Gupta
Chairman
(DIN:00040784)
Mar 31, 2015
The Members of
Parenteral Drugs (India) Limited
The Directors of your Company are pleased to present the 31st Annual
Report together with the audited financial statement of the company for
the financial year ended 31st March, 2015.
FINANCIAL RESULTS AND THE STATE OF COMPANYS'' AFFAIRS
The company''s standalone financial performance for the year ended 31st
March, 2015 is summarized below:
(Rs. in Lacs)
Particulars F.Y. F.Y.
2014-2015 2013-2014
Sales and Other Income 17658.98 24361.68
Profit/(Loss) before Interest,
Depreciation & Tax 1340.80 1691.24
Less:
Finance cost 5917.33 5424.19
Depreciation and Amortization 2385.06 1769.63
Provision for Taxation - -
Deferred Tax Liability (1594.09) 367.54
Tax adjustment for the previous year 0.25 0.00
Profit/(Loss) after Interest,
Depreciation & Tax (5367.76) (5870.12)
Less: Provision for Investment 40.72 _
Net Profit/(Loss) after tax (5408.48) (5870.12)
Balance brought forward from previous
year (13355.53) (7485.41)
Surplus/(Deficit) (18764.02) (13355.53)
Appropriations:
Transferred to General Reserve - -
Pro posed Dividend - -
Tax on Distributed Profit - -
Minority Interest - -
Bala nce carried to Balance Sheet (18764.02) (13355.53)
Earni ngs per share (18.14) (19.69)
(EPS of Face Value of Rs. 10/-)
The income from operations for the year under review was Rs. 176.59
crores as against Rs. 243.62 crores in the previous year. The Company
recorded a profit before interest, depreciation and tax of Rs.13.41
crores during the year as against profit before interest, depreciation
and tax of Rs. 16.91 crores in the previous year and recorded a loss
after Interest, Depreciation and Tax of Rs. 53.68 crores during the
year as against a loss of Rs. 58.70 crores during the previous year.
The loss was due to overall liquidity crunch being faced by the company
resulting in low turnover and productivity and thereby higher costs.
A review of the performance during the year is given under the section
Management Discussion and Analysis Report, as stipulated under clause
49 of the Listing Agreement with the Stock Exchanges in India, is
presented in a separate section which forms part of the Annual Report.
DIVIDEND
Due to continuous losses, the Board does not wish to recommend any
dividend for the year under review.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of section 134 of the Companies Act,
2013 and applicable accounting standards, the audited consolidated
financial statement is provided in the Annual Report.
SUBSIDIARY COMPANIES
As on the date of the report, the Company has seven (7) Indian
subsidiaries :
Infutec Healthcare Limited (Formerly:Goa Formulations Limited),
Parentech Healthcare Limited, Parenteral Surgicals Limited, Parenteral
Biotech Limited, Parenteral Impex Limited, Abhay Drugs Limited and
Anjaney Pharmaceuticals Limited. Infutec Healthcare Limited (Formerly:
Goa Formulations Limited), is a material non listed Indian subsidiary
company.
Punjab Formulations Limited, a wholly owned subsidiary has ceased to be
in existence as the said company has amalgamated with Infutec
Healthcare Limited (Formerly: Goa Formulations Limited), a wholly owned
subsidiary of the company w.e.f. 12th September, 2014 vide order of the
Honorable High Court of Bombay Judicature.
During the year under review, the company has made provisions for
writing off the amount invested in two foreign subsidiaries viz.
Mascareignes Pharmaceuticals Manufacturing Limited, Mauritius and
Parenteral Drugs Kazakhstan, Kazakhstan and has applied to the Reserve
Bank of India for the approval of the same.
A report on the performance and financial position of each of the
subsidiary company as per the Companies Act, 2013 is annexed as
Annexure to the Consolidated Financial Statement and hence not repeated
for the sake of brevity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Manohar Lal Gupta, Chairman of the company is liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offers himself for re-appointment. Shri Anil Mittal was re-appointed as
Whole-Time Director of the company on 30th September , 2010 for a
period of five (5) years commencing from 30th January, 2011 and his
tenure as Whole-Time Director is expiring on 29th January, 2016. The
Nomination and Remuneration Committee and the Board of Directors of the
company recommended his appointment at their meeting held on 17th July,
2015 and 18thJuly, 2015 respectively as executive and non-independent
director, who is liable to retire by rotation.
According to clause 49 of the Listing Agreement and section 149 read
with Schedule IV of the Companies Act, 2013, Ms. Deepali Garhewal was
appointed as Woman Director in independent category on 30th March, 2015
and the same was intimated to the Stock Exchange(s) on that date.
Brief resume of the said Director(s), nature of their expertise in
specific functional areas and names of companies in which they hold
directorship /membership/chairmanships of Board/Committees, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange(s), are provided in the Corporate Governance Report forming
part of the Annual Report.
During the year under review, Shri S. M. Joshi, Nominee Director
resigned from the Board of the company w.e.f. 17th June, 2014. The
Board places on record the contributions made by the Nominee Director
during his tenure.
A casual vacancy on the Board was caused as Shri Satish Chandra Consul,
Independent Director of the company expired on 14th July, 2015. He
served the company for more than thirteen(13) years. Board acknowledges
the valuable contribution made by Shri Satish Chandra Consul in the
growth of the company.
The Company has received declarations from all the Independent
Directors of the company confirming that they meet the criteria of
independence as prescribed under sub-section (6) of section 149 of the
Companies Act, 2013.
The company has devised a policy for performance evaluation of
Independent Directors, Board, committees and other individual directors
which includes criteria for performance evaluation of the non-executive
and executive directors.
The policy of the company on directors'' appointment including criteria
for determining qualifications, positive attributes, independence of a
Director and a policy relating to remuneration of Director, Key
Managerial Personnel and other employees provided under section 178 of
the Companies Act, 2013 is annexed as Annexure-I to the report.
Ms. Aradhana Kulkarni, Company Secretary and Compliance Officer was
appointed on 18th April, 2014.
CORPORATE GOVERNANCE
Your Company believes Corporate Governance is at the core of
Stakeholder satisfaction. Your Company is committed to maintain the
highest standards of Corporate Governance and adhere to the Corporate
Governance requirements as set out by SEBI. Your Company has also
implemented several best Corporate Governance practices as generally
prevalent. The report on Corporate Governance as stipulated under
clause 49 of the Listing Agreement forming part of the Annual Report.
The requisite Certificate from the Practicing Chartered Accountant
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid clause 49 is enclosed to this Report.
The Disclosure as required in Statement for Item No. 5 of the Notice,
regarding:
(i) all elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors;
(ii) details of fixed component and performance linked incentives along
with the performance criteria;
(iii) service contracts, notice period, severance fees;
(iv) stock option details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over which
exercisable; are mentioned in report on Corporate Governance as
stipulated under clause 49 of the Listing Agreement forming part of the
Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm''s length basis. The Company''s major
related party transactions are generally with its subsidiaries. The
related party transactions are entered on considerations such as
synergy in operations, sectoral specialization, liquidity and capital
resources of subsidiaries. During the year, the Company had entered
into contract / arrangement / transaction with Infutec Healthcare
Limited(Formerly:Goa Formulations Limited), wholly owned subsidiary of
the company which is considered as material related party transaction
in accordance with the policy of the Company on materiality of related
party transactions. The details of material related party transactions
are mentioned in Form No. AOC-2 as Annexure-II to this report. The
Policy on materiality of related party transactions and dealing with
related party transactions as approved by the Board may be accessed on
the Company''s weblink http://www.pdindia.com/tmp/Policy_Rel_Prty.pdf
Your Directors draw attention of the members to Note 31 to the
financial statement which sets out related party disclosures as per
AS-18.
CORPORATE REVAMPING
The Board of Directors of your company proposes to Demerge and transfer
its specified Undertaking(s) to another group company which would
enable it to focus more on core businesses competencies in
manufacturing of pharmaceutical products and would enable the company
to manage the Residual Undertaking having the real estate asset base in
more effective and useful manner and also to rationalize the
management, businesses and finances of both the companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, as stipulated under
clause 49 of the Listing Agreement with the Stock Exchanges in India,
is presented in a separate section which forms part of the Annual
Report.
AUDITORS AND AUDITORS'' REPORT
M/s. T.N. Unni & Co., Chartered Accountants, Statutory Auditors of the
Company bearing Firm Registration No. 004890C, retiring at the ensuing
Annual General Meeting of the Company and proposed to be re-appointed
as the statutory auditor of the Company from the conclusion of the
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting of the Company.
As required under section 139 of the Companies Act, 2013, the Company
has obtained a written consent from M/s. T.N. Unni & Co., Chartered
Accountants, to such re-appointment and also a certificate to the
effect that their re-appointment, if made, would be in accordance with
the provisions section 139(1) and section 141 of the Companies Act,
2013 and rules made thereunder, as may be applicable.
The report of the Statutory Auditors does not contain any
qualification, reservation or adverse remark or disclaimer and the same
is self explanatory and do not call for any further comments from the
Board.
SECRETARIAL AUDITOR
The Board had appointed M/s. Archna Maheshwari & Co., Practicing
Company Secretary, to conduct Secretarial Audit of the company. The
Secretarial Audit Report for the financial year ended 31st March, 2015
is annexed herewith as Annexure-III to this report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark or disclaimer.
COST AUDITOR
Pursuant to the provisions of section 148 of the Companies Act, 2013
read with Companies (Cost Audit and Records) Rules, 2014, M/s. A.
Goyal & Co., Cost Accountants, Jaipur was appointed as Cost Auditors of
the Company, subject to the ratification of remuneration paid to the
Cost Auditor by the members of the company in respect of cost audit of
the Company''s pharmaceutical products for the year ended 31st March,
2016.
Report of the Cost Auditor in respect of Cost Audit for the year under
review would be filed with the Central Government in due course of
time.
HUMAN RESOURCE
The Company believes in the concept of human empowerment. It firmly
believes that human resource is the most important asset of the
organization and the same can be appreciably seen in the growth of the
company inspite of all odds. During the year, the company continued its
efforts aimed at improving the human resource policies and processes to
enhance its performance. During the year under review, the industrial
relations continued to be cordial.
RISK MANAGEMENT
The Risk Management Committee constituted by the Board of Directors of
the Company has formulated a Risk Management Policy. The Committee has
devised a plan of action for the implementation of policy in line with
the best industry practices and is committed to adopt standard
practices for assessment of risk and its minimization through constant
reporting and review in various functional areas of the Organization.
All the assets of your company including buildings, machineries,
fixtures and other fixed assets, stocks, raw-materials, work in
progress, finished goods, etc. have been adequately insured.
Your Company''s products and processes are developed in accordance with
strictly defined rules to ensure safety and health of workers as well
as the environment.
FIXED DEPOSIT
The company has not accepted deposits during the year under review
neither covered under Chapter V of the Companies Act, 2013 nor
otherwise. No amount has remained unpaid or unclaimed as at the end of
the year, therefore, there is no default in repayment of deposits or
payment of interest thereon during the year under review.
UNCLAIMED DIVIDEND
The amount transferred by the Company in separate bank account towards
payment to the shareholders is lying unclaimed in some cases. The
shareholders, who have not claimed their dividend up till now, are
requested to immediately approach the Registrar and Share Transfer
Agent of the Company for claiming their dividend.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
Particulars pertaining to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings & Outgo as prescribed under
section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, are annexed as Annexure-IV and the same is
forming part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of section 197(12) of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014, there are no employees drawing remuneration in
excess of the limits set out in the said rules. The other disclosures
are annexed as Annexure-V to this report.
LISTING
The equity shares of the Company are listed on Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
There are no arrears on account of payment of listing fees to the stock
exchange(s).
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134 of the Companies Act, 2013 ,
with respect to the Directors'' Responsibility Statement, it is hereby
confirmed that:
(i) in the preparation of annual accounts for the year ended 31st
March, 2015, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year ended on 31st March,
2015 and of the profit and loss of the Company for the financial year
ended 31st March, 2015;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the Directors have prepared the annual accounts for the financial
year ended 31st March, 2015 on a going concern basis;
(v) the Directors has laid down internal financial controls to be
followed by the company and that such internal controls are adequate
and were operating effectively;
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DISCLOSURES
i. There is no change in the nature of business of the company during
the year under review.
ii. The composition of the Audit Committee of the company is provided
under Corporate Governance Report. Further, all the recommendations
made by the Audit Committee were accepted by the board.
iii. The details of establishment of Vigil Mechanism for directors and
employees of the company is provided under Corporate Governance Report.
iv. During the year under review, there are no material changes and
commitments affecting the financial position of the company which have
occurred between the end of the financial year to which the financial
statements relate.
v. There has been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company''s operations in future.
vi. The internal financial controls with reference to the financial
statement of the company are adequate and commensurate to the size of
the company.
vii. The extract of Annual Return of the company is annexed herewith as
Annexure-VI to this report.
viii. The Board of Directors met six (6) times during the financial
year 2014-2015. The maximum time gap between two (2) consecutive
meetings did not exceed one hundred and twenty days. The details of the
date(s) on which the meetings were held are given in the Corporate
Governance Report forming part of the Annual Report.
ix. During the year under review, the Company has neither given any
guarantee or provided any security except the guarantee or security
given in previous financial years in connection with a loan to any
other body corporate or person nor invested any fund in the securities
of any other body corporate or extended loan to any company.
x. During the year under review, the company had no profits and
therefore the company does not propose to carry any amount to its
reserves.
xi. The provisions of section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 related
to Corporate Social Responsibility is not applicable as the company
does not meet the criteria specified therein.
xii. Neither the Managing Director nor the Whole-Time Directors of the
company are in receipt of any remuneration or commission from any of
its subsidiaries.
xiii. As reported by the statutory auditor of the company, there are no
such frauds other than those which are reportable to Central Government
under section 143(12) of the Companies Act, 2013.
xiv. No cases of sexual harassment were reported in the last financial
year.
xv. The company is not required to give any disclosure under the
provisions of sub-section (3) of section 67 of the Companies Act, 2013.
ACKNOWLEDGEMENTS
The Directors would like to express their appreciation for the
assistance and co-operation received from Bankers, Government
authorities, customers, and vendors during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
committed services of Executives, Staff and workers of the Company.
FOR AND ON BEHALF OF THE BOARD
Place: Indore Manohar Lal Gupta
Date : 18th July, 2015 Chairman
(DIN:00040784)
Mar 31, 2014
The Members
M/s. Parenteral Drugs (India) Limited
The Directors of your Company have pleasure in presenting the 30th
Annual Report together with the performance of the company for the year
ended 31st March, 2014:
FINANCIAL RESULTS
A summarized statement of the financial results of the current year and
that of the previous year is given below:
(Rs. in Lacs)
Particulars Standalone Consolidated
F.Y. F.Y. F.Y. F.Y.
2013-2014 2012-2013 2013-2014 2012-2013
Sales and Other
Income 24361.68 18735.29 33446.25 32767.23
Profit/(Loss) before
Interest, 1691.24 (2213.71) (1516.71) (1377.43)
Depreciation & Tax
Less:
Finance cost 5424.19 4222.44 6020.61 5584.68
Depreciation and
Amortization 1769.63 1733.84 1862.39 2299.58
Provision for Taxation - - 272.98 18.42
Deferred Tax Liability 367.54 349.54 (407.99) 1500.47
Tax adjustment for
the previous - - (4.16) 3.14
year
Add: Profit on sale
of undertaking - - 4743.51 -
Net Profit/(Loss)
after tax (5870.12) (8519.53) (4517.03) (10783.74)
Balance brought
forward from (7485.41) 1034.12 (10367.82) 415.91
previous year
Add: Provision for
Doubtful - - 879.95 -
Advances
Less: Amount
transferred to
Capital - - (550.00) -
Redemption Reserve
Surplus/(Deficit) (13355.53) (7485.41) (14554.89) (10367.82)
Appropriations:
Transferred to
General Reserve - - - -
Proposed Dividend - - - -
Tax on Distributed Profit - - - -
Minority Interest - - - -
Balance carried to
Balance Sheet (13355.53) (7485.41) (14554.89) (10367.82)
Earning per share (19.69) (32.94) (15.15) (41.69)
(EPS of Face Value
of Rs. 10/-)
PERFORMANCE REVIEW
The consolidated turnover for the year under review was Rs. 334.46
crores as compared to Rs. 327.67 crores in the previous year. The
turnover on standalone basis stood Rs. 243.61 crores as against Rs.
187.35 crores in the previous year.
On consolidated basis, the Company recorded a loss before interest,
depreciation and tax of Rs. 15.16 crores during the year as against a
loss of Rs 13.77 crores in the previous year and recorded a loss before
tax of Rs. 46.56 crores during the year as against a loss of Rs. 92.62
crores during the previous year.
On standalone basis, the Company recorded a profit before interest,
depreciation and tax of Rs. 16.91 crores during the year as against
loss before interest, depreciation and tax of Rs. 22.13 crores in the
previous year and recorded a loss before tax of Rs. 55.02 crores during
the year as against a loss of Rs. 81.69 crores during the previous
year. The loss was on account of increase in input cost and extending
extra heavy discounts to the customers to sustain in the adverse
liquidity crisis conditions.
A review of the performance during the year is given under the section
Management Discussion and Analysis Report which forms part of the
Annual Report.
DIVIDEND
Due to continuous losses, the Board does not wish to recommend any
dividend for the year under review.
CORPORATE DEBT RESTRUCTURING
Corporate Debt Restructuring Scheme, as framed by the Corporate Debt
Restructuring Cell, Mumbai, on the recommendation of the Bankers of the
Company, was implemented last year.
CHANGES IN CAPITAL STRUCTURE
Issue of shares on conversion of 0% Optionally Convertible Redeemable
Preference Shares
During the year, the company allotted 39,49,469 equity shares of Rs.
10/- each (including 9,87,367 bonus shares issued pursuant to the bonus
issue brought in the financial year 2009-2010) on the conversion of
29,62,102, 0% Optionally Convertible Redeemable Preference Shares to
M/s. MVG Mercantile Private Limited, a promoter company on 30th
October, 2013 which were due for conversion into equity shares or
redemption on 1st November, 2013 on the expiry of five years from the
date of allotment of the said 0% Optionally Convertible Redeemable
Preference Shares to M/s. MVG Mercantile Private Limited. As a result
of this, the issued, subscribed and paid-up equity shares increased
from 25,86,68,310 shares to 2,98,16,300 shares as at 31st March, 2014.
SUBSIDIARY COMPANIES
As on the date of the report, the Company has eight (8) Indian and two
(2) foreign subsidiaries viz:
M/s. Goa Formulations Limited, M/s. Punjab Formulations Limited, M/s.
Parentech Healthcare Limited, M/s. Parenteral Surgicals Limited, M/s.
Parenteral Biotech Limited, M/s. Parenteral Impex Limited, M/s. Abhay
Drugs Limited and M/s. Anjaney Pharmaceuticals Limited.
M/s. Mascareignes Pharmaceutical Manufacturing Limited and M/s.
Parenteral Drugs Kazakhstan are foreign subsidiaries.
All the subsidiary companies are non-material and non-listed subsidiary
companies as defined under clause 49 of the Listing Agreement with the
Stock Exchange(s).
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
A statement pursuant to section 212 of the Companies Act, 1956,
relating to subsidiary companies, is enclosed to the financial accounts
of the company. In terms of general exemption, under section 212(8) of
the Companies Act, 1956, granted by Ministry of Corporate Affairs vide
its circular no. 02/2011 dated 8th February, 2011 and in compliance
with the conditions enlisted therein, the Audited Statement of
Accounts, Auditors'' Report thereon and the Report of the Board of
Directors of the subsidiary companies for the financial year ended 31st
March, 2014, have not been annexed. The Annual Accounts and related
documents of the subsidiary companies shall be kept open for inspection
at the registered office of the company. The company will also make
available these documents upon request by any member of the company
interested in obtaining the same. Further, pursuant to Accounting
Standard (AS-21) issued by the Institute of Chartered Accountants of
India, Consolidated Financial Statements presented by the Company in
this Annual Report includes the financial information of its
subsidiaries.
DIRECTORS
Shri Satish Moreshwar Joshi has resigned from the post of Nominee
Director of the Company w.e.f. 30th June, 2014.
Shri Govind Das Garg, Whole -Time Director is liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible
offers himself for re-appointment. Also, Shri Garg was re-appointed as
Whole-Time Director of the company on 30th September, 2011 for a period
of three(3) years commencing from 1st January, 2012 and his tenure as
Whole-Time Director is expiring on 31st December, 2014.The Nomination
and Remuneration Committee and the Board of Directors of the company
recommended his appointment at their meeting held on 13th August, 2014
and 14th August, 2014, respectively. Considering the marginal losses
in the company the Board has, on the recommendation of the Nomination
and Remuneration Committee, reduced the overall remuneration payable to
the Managerial Personnel.
Also, according to clause 49 of the Listing Agreement and section 149
read with Schedule IV of the Companies Act, 2013 the following
Directors are appointed as Independent Directors on the Board of the
company:
1. Shri Dilip Kumar Sinha
2. Shri Dharam Pal Khanna
3. Shri Dilip Kumar Panchaity
4. Shri Satish Chandra Consul
Brief resume of these Independent Directors, nature of their expertise
in specific functional areas and names of companies in which they hold
directorship / membership / chairmanship of Board / Committees as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange(s), are provided in the Corporate Governance Report forming
part of the Annual Report.
REPORT ON CORPORATE GOVERNANCE
Your Company believes Corporate Governance is at the core of
Stakeholder satisfaction. Your Company is committed to maintain the
highest standards of Corporate Governance and adhere to the Corporate
Governance requirements set out by SEBI. Your Company has also
implemented several best Corporate Governance practices as generally
prevalent. The report on Corporate Governance as stipulated under
clause 49 of the Listing Agreement forming part of the Annual Report.
The requisite Certificate from the Practicing Chartered Accountant
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid clause 49 is enclosed to this Report.
The Disclosure as required in the Explanatory Statement for Item No. 9
of the Notice, regarding:
(i) all elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors;
(ii) details of fixed component and performance linked incentives along
with the performance criteria;
(iii) service contracts, notice period, severance fees;
(iv) stock option details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over which
exercisable; are mentioned in report on Corporate Governance as
stipulated under clause 49 of the Listing Agreement forming part of the
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Agreement with the Stock
Exchange(s) is provided as separate section and forms part of this
Report.
COMPLIANCE OFFICER
Ms. Aradhana Kulkarni, a Fellow Member of the Institute of Company
Secretaries of India was appointed as the Company Secretary and
Compliance Officer of the Company w.e.f. 18th April, 2014.
AUDITORS
M/s. T.N. Unni & Co., Chartered Accountants, Statutory Auditors of the
Company bearing Firm Registration No. 004890C, retiring at the ensuing
Annual General Meeting of the Company and proposed to be re-appointed
as the statutory auditor of the Company from the conclusion of the
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting of the Company.
As required under section 139 of the Companies Act, 2013 the Company
has obtained a written consent from M/s. T.N. Unni & Co., Chartered
Accountants, to such re-appointment and also a certificate to the
effect that their re-appointment, if made, would be in accordance with
section 139(1) and section 141 of the Companies Act, 2013 and rules
made there under, as may be applicable.
AUDITORS'' REPORT
The report of the Statutory Auditors do not bear any qualification and
the same is self explanatory and do not call for any further comments
from the Board.
COST AUDIT
Pursuant to the provisions of section 148 of the Companies Act, 2013
read with Companies (Cost Audit and Records) Rules, 2014, M/s. A. Goyal
& Co., Cost Accountants, Jaipur was appointed as Cost Auditors of the
Company, subject to the ratification of remuneration paid to the Cost
Auditor by the members of the company in respect of cost audit of the
Company''s pharmaceutical products for the year ended 31st March, 2015.
Report of the Cost Auditor in respect of Cost Audit for the year under
review would be filed with the Central Government in due course of
time.
SAFETY, HEALTH AND ENVIRONMENT
Your Company''s products and processes are developed in accordance with
strictly defined rules to ensure safety and health of workers as well
as the environment.
HUMAN RESOURCE
The Company believes in the concept of human empowerment. It firmly
believes that human resource is the most important asset of the
organization and the same can be appreciably seen in the growth of the
company in-spite of all odds. During the year, the company continued
its efforts aimed at improving the human resource policies and
processes to enhance its performance. During the year under review, the
industrial relations continue to be cordial.
INSURANCE
All the assets of your company including buildings, machineries,
fixtures and other fixed assets, stocks, raw-materials, work in
progress, finished goods, etc. have been adequately insured.
FIXED DEPOSIT
Your Company has not accepted any deposit from the public or its
employees during the year under review and therefore, no amount on
account of principal or interest on public deposits was outstanding as
on the date of the Balance Sheet.
UNCLAIMED DIVIDEND
The amount transferred by the Company in separate bank accounts towards
payment to the shareholders is lying unclaimed in some cases. The
shareholders, who have not claimed their dividend up till now, are
requested to immediately approach the Registrar and ShareTransfer Agent
of the Company for claiming their dividend.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO AND RESEARCH & DEVELOPMENT
Particulars pertaining to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings & Outgo and Research &
Development as prescribed under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, are given in Annexure and the same
is forming part of this Report.
PARTICULARS OF EMPLOYEES
During the year under review, none of the employees of the Company was
in receipt of remuneration under section 217 (2A) of the Companies Act,
1956.
LISTING
The equity shares of the Company are listed on Bombay Stock Exchange
and National Stock Exchange of India Limited. There are no arrears on
account of payment of listing fees to the stock exchange(s).
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 217 (2AA) of the Companies Act,
1956, with respect to the Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of annual accounts for the year ended 31st
March, 2014, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
(ii) The Directors have in selection of the accounting policies,
consulted with the statutory auditors and applied these policies
consistently, making judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on 31st March, 2014 and of the loss of the Company for
the financial year ended 31st March, 2014;
(iii) The Directors 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 provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts for the financial
year ended 31st March, 2014 on a going concern basis.
ACKNOWLEDGEMENTS
The Directors would like to express their appreciation for the
assistance and co-operation received from Bankers, Government
authorities, customers, and vendors during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
committed services of Executives, Staff and workers of the Company.
FOR AND ON BEHALF OF THE BOARD
Place: Indore Manohar Lal Gupta
Date : 14th August, 2014 Chairman
Mar 31, 2013
To The Members of M/s. Parenteral Drugs (India) Limited
The Directors of your Company have pleasure in presenting their 29th
Annual Report on the performance of the Company for the year ended 31st
March, 2013:
FINANCIAL RESULTS
A summarized statement of the financial results of the current year and
that of the previous year is given below:
(Rs. in Lacs)
Standalone Consolidated
Particulars F.Y. 12-13 F.Y. 11-12 F.Y. 12-13 F.Y. 11-12
Sales and Other Income 18735.29 22283.73 32767.23 33294.91
Profit/(Loss) before
Interest, Depreciation
& Tax (2213.71) 883.27 (1377.43) 1435.47
Less:
Interest and Financial
outlay 4222.44 3919.01 5584.68 4840.64
Depreciation 1733.84 1284.43 2299.58 1446.78
Provision for Taxation - - 18.42 25.85
Deferred tax Liability 349.54 461.43 1500.48 458.51
Tax adjustment for
previous year - - 3.14 -
Net Profit/(Loss)
after Tax (8519.53) (4781.59) (10783.73) (5336.31)
Balance brought forward
from previous year 1034.12 5815.72 415.91 5753.73
Surplus/(Deficit) (7485.41) 1034.12 (10367.82) 417.42
Appropriation:
Transferred to General
Reserve - - - -
Proposed Dividend
Tax on Distributed Profit - - - -
Minority Interest - - - 1.51
Balance carried to
Balance Sheet (7485.41) 1034.12 (10367.82) 415.91
Earning per share (32.94) (18.49) (41.69) (20.64)
(EPS of Face Value
of Rs. 10/-)
PERFORMANCE REVIEW
The consolidated turnover for the year under review was Rs.327.67
crores as compared to Rs.332.95 crores in the previous year. The
turnover on standalone basis stood Rs.187.35 crores as against
Rs.222.84 crores in the previous year.
On consolidated basis, the Company recorded a loss before interest and
depreciation of Rs.13.77 crores during the year as against profit of
Rs.14.35 crores in the previous year and recorded a loss before tax of
Rs.92.62crores during the year as against the loss of Rs.48.52 crores
during the previous year.
On standalone basis, the Company recorded a loss before interest and
depreciation of Rs.22.13 crores during the year as against profit
before interest and depreciation Rs.8.83 crores in the previous year
and recorded a loss before tax of Rs.81.69 crores during the year as
against a loss of Rs.43.20 crores during the previous year. The loss is
on account of short realization on sales, as the Company had to
compromise on its realization by extending extra heavy discounts to the
customers to sustain in the severe adverse liquidity crisis conditions.
A review of the performance during the year is given under the section
Management Discussion and Analysis Report which forms part of this
Annual Report.
DIVIDEND
Due to continued adverse market conditions, the Board does not wish to
recommend any dividend for the year under review.
CORPORATE DEBT RESTRUCTURING
Due to several adversities, the Corporate Debt Restructuring Cell,
Mumbai, on the recommendation of the Bankers of the Company, vide its
letter dated November 08, 2012 has approved debt restructuring package
and the same has been successfully implemented with the above step, the
operations of the Company are expected to turn around from this year.
SUBSIDIARY COMPANIES
As on the date of the report, the Company has ten (10) subsidiaries
viz:
(1) M/s. Goa Formulations Limited, (2) M/s. Punjab Formulations
Limited, (3) M/s.Parentech Healthcare Limited, (4) M/s. Parenteral
Surgicals Limited, (5) M/s.Parenteral Biotech Limited, (6)
M/s.Parenteral Impex Limited, (7) M/s. Abhay Drugs Limited, (8)
M/s.Anjaney Pharmaceuticals Limited, (9) M/s.Mascareignes
Pharmaceutical Manufacturing Company Limited; and (10) M/s.Parenteral
Drugs Kazakhstan.
All the subsidiary companies are non-material and non-listed subsidiary
companies as defined under Clause 49 of the Listing Agreement. A
statement under section 212 of the Companies Act, 1956 is attached and
forming part of the report of the Board of Directors of the Company.
DIRECTORS
Mr. Anil Mittal and Mr. Dharam Pal Khanna, Directors of the Company are
retiring by rotation at the forthcoming annual general meeting and as
they are eligible for re-appointment the Board recommends their
re-appointment
As required under the Listing Agreement, particulars of the directors
seeking re-appointment at the ensuing Annual General Meeting have been
given under the report of the Corporate Governance.
REPORT ON CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the standards set out by SEBI and has
implemented several best corporate governance practices as generally
prevalent. A report on corporate governance as required under Clause 49
of the Listing Agreement forms part of the annual report. The requisite
certificate from a Practicing Company Secretary confirming compliance
with the conditions of the corporate governance as stipulated under the
aforesaid Clause 49 is attached to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of the
Company and its business is given in the Management''s Discussion and
Analysis, which forms part of this Report.
COMPLIANCE OFFICER
Mr. Yogesh Khakre, an Associate Member of the Institute of Company
Secretaries of India has been appointed as the Company Secretary and
Compliance Officer of the Company w.e.f. 01.04.2013.
AUDITORS
M/s. T.N. Unni & Co., Chartered Accountants, Statutory Auditors of the
Company, hold office until the conclusion of the ensuing annual general
meeting and are recommended for re-appointment. A Certificate from the
Statutory Auditors has been received to the effect that their
re-appointment, if made, would be within the limits prescribed under
section 224(1B) of the Companies Act, 1956 and that they are not
disqualified from reappointment within the meaning of section 226 of
the said Act.
AUDITORS'' REPORT
The report of the Statutory Auditors do not bear any qualification and
the same is self explanatory and do not call for any further comments
from the Board.
COST AUDIT
M/s. A. Goyal & Co., Cost Accountants, Jaipur have been appointed as
Cost Auditors of the Company. The Cost Auditors have furnished a
certificate to the Company to the effect that their appointment shall
be within the limits prescribed under section 224(1)(b) and they are
not disqualified from re-appointment within the meaning of section 226
of the Companies Act, 1956.
The Report of the Cost Auditors for the year under review would be
filed with the Central Government in due course of time.
SAFETY, HEALTH AND ENVIRONMENT
The Company''s products and processes are developed in accordance with
strictly defined rules to ensure safety and health of workers as well
as the environment.
HUMAN RESOURCE
The company believes in the concept of human empowerment. It firmly
believes that human resource is the most important assets of the
organization and the same can be appreciably seen in the growth of the
company in-spite all odds. During the year, the company continued its
efforts aimed at improving the human resource policies and processes to
enhance its performance. During the year under review, the industrial
relations continue to be cordial.
INSURANCE
All the assets of the company including buildings, machineries,
fixtures and other fixed assets, stocks, raw-materials, work in
progress, finished goods etc. have been adequately insured.
FIXED DEPOSIT
The Company has not accepted deposits from public. No amount on account
of principal or interest on public deposits was outstanding as on the
date of the Balance Sheet.
UNCLAIMED DIVIDEND
The amount transferred by the Company to the separate bank accounts
towards payment to the shareholders is lying unclaimed in some cases.
The shareholders, who have not claimed their dividend up till now, are
requested to immediately approach the Registrar and Share Transfer
Agent of the Company for claiming their dividend.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO AND RESEARCH & DEVELOPEMENT
Particulars pertaining to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings & Outgo and Research &
Development as prescribed under Section 217(1)(e) of the Companies Act,
1956, read with The Companies (Disclosure of Particulars In The Report
of Board of Directors) Rules, 1988, are given in the annexure and the
same is forming part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, none of the employees of the Company was
in receipt of remuneration requiring disclosure under section 217(2A)
of the Companies Act, 1956.
LISTING
The equity shares of the Company continue to be listed on the National
Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
(BSE). The annual listing fee for the year 2013-2014 has been paid to
the Exchange(s).
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, with respect to the Directors'' Responsibility Statement, it is
hereby confirmed that:
i) In the preparation of annual accounts for the year ended 31st March,
2013, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;
ii) The Directors have in selection of the accounting policies,
consulted with the statutory auditors and applied these policies
consistently, making judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on 31st March, 2013 and of the profit of the Company for
the financial year ended 31 March, 2013; iii) The Directors 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 provisions of the Companies Act, 1956, for safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities;
iv) The Directors have prepared the annual accounts for the financial
year ended 31 March, 2013 on a going concern basis.
ACKNOWLEDGEMENTS
The Directors would like to place on record their appreciation for the
assistance and co-operation received from Bankers and Government
Authorities during the year. The Directors also wish to place on record
their deep sense of appreciation for the committed services of
executives, staff and workers of the Company.
FOR AND ON BEHALF OF THE BOARD
Indore Manoharlal Gupta
Date: 13 August, 2013 Chairman
Mar 31, 2012
To The Members of M/s. Parenteral Drugs (India) Limited
The Directors present the 28th Annual Report on your Company's
business and operations along with the standalone and consolidated
summary of financial statements for the year ended 31st March, 2012.
RESULT OF OPERATIONS
A summarized statement of the financial results of the current year and
that of the previous year is given below:
(Rs. in Lacs)
Standalone Consolidated
Particulars F.Y. 11-12 F.Y. 10-11 F.Y. 11-12 F.Y. 10-11
Sales and Other
Income 22283.73 37892.83 33294.91 48281.65
Profit before
Interest,
Depreciation
& Tax 883.27 4517.29 1435.47 5037.04
Less:
Interest and
Financial outlay 3919.00 2250.86 4840.64 2855.02
Depreciation 1284.42 1093.54 1446.77 1256.95
Provision for Taxation - 235.02 25.85 351.75
Deferred tax Liability 461.43 66.37 458.50 72.61
Net Profit after Tax (4781.59) 871.50 (5336.31) 500.71
Balance brought
forward from
previous year 5815.71 4944.21 5753.73 5311.70
Surplus Available
for Appropriation 1034.12 5815.71 417.42 5812.40
Appropriation:
Transferred to
General Reserve - - - -
Proposed Dividend - - - -
Tax on Distributed
Profit - - - -
Minority Interest - - 1.50 58.67
Balance carried to
Balance Sheet 1034.12 5815.71 415.91 5753.73
Earning per share (18.49) 3.37 (20.64) 1.71
(EPS of Face Value
of Rs. 10/-)
FINANCIAL PERFORMANCE
The consolidated turnover for the year was Rs. 332.94 crores as
compared to Rs 482.81 crores in the previous year. The turnover on
standalone basis stood Rs. 222.83 crores as against Rs. 378.92 crores
in the previous year.
On a consolidated basis, your Company earned profit before interest and
depreciation of Rs. 14.35 crores during the year as against profit
before interest and depreciation of Rs. 50.37 crores in the previous
year and incurred loss before tax of Rs. 48.52 crores as against the
profit before tax of Rs. 9.25 crores during the previous year. On a
standalone basis, your Company earned profit before interest and
deprecation of Rs. 8.83 crores during the year as against Rs.
45.17crores in the previous year and incurred loss before tax of Rs.
43.20 crores as against profit before tax of Rs. 11.72 crores during
the previous year.The reduction in profitability is due to adverse
market conditions.
A review of the performance during the year is given under the section
Management Discussion and Analysis Report which forms part of the
Annual Report.
DIVIDEND
As the financial year 2011-12, the company has excess of expenditure
over income for the first time, no dividend could be recommended by the
Board.
FINANCIAL FACILITIES
During the year under review, the Company has repaid the term loan
installments of Rs. 13.92 crores and Fresh Term loan/ Corporate Loan of
Rs. 45.00 crores were availed during the year. The total outstanding
fund based and non-fund based borrowings of Rs. 257.12 crores from the
State Bank of India and Rs. 36.65 crores from the Punjab National Bank.
CDR PROPOSAL
The lead banker of the Company State Bank of India (SBI) had filed
"Flash Report" with Corporate Debt Restructuring (CDR) Cell which is
been duly accepted by the CDR cell on 25th June, 2012. The final
proposal of restructuring shall be shortly submitted by SBI to the CDR
cell for their approval.
SUBSIDIARY COMPANIES
All the subsidiary companies are non-material and non-listed subsidiary
companies as defined under Clause 49 of the Listing Agreement with the
Stock Exchange(s).
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Associates and AS-27 on Financial Reporting of
Interest in Joint Ventures, the audited Consolidated Financial
Statements are provided in the Annual Report.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and
provisions contained in the Articles of Association of the Company, Mr.
Satish Chandra Consul and Mr. Dilip Kumar Panchaity, Directors of the
Company are retiring at the forthcoming Annual General Meeting and they
are eligible for re-appointment. The Board recommends their re-
appointment.
As required under the Listing Agreement, particular of directors
seeking reappointment at the ensuing Annual General Meeting has been
given under the Corporate Governance Report.
REPORT ON CORPORATE GOVERNANCE
The Company is adhering to good Corporate Governance practices in every
sphere of its operations. The Company has taken adequate steps to
comply with the applicable provisions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement entered into with the
Stock Exchanges. A separate report on Corporate Governance is enclosed
as a part of the Annual Report along with Certificate from auditors
confirming compliance with the conditions of Corporate Governance. The
declaration by the Managing Director addressed to the members of the
Company pursuant to clause 49 of the Listing Agreement regarding
adherence of the code of conduct by the members of the Board and by the
senior management personnel of the Company is also attached to the
Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year under
review as stipulated in Clause 49 of the Listing Agreement entered into
with the Stock Exchanges is set out in a separate section forming part
of the Annual Report.
AUDITORS
M/s. T.N. Unni & Co., Chartered Accountants, Statutory Auditors of the
Company, holds office until the conclusion of the ensuing Annual
General Meeting and is recommended for re-appointment. A Certificate
from the Auditors has been received to the effect that their
re-appointment, if made, would be within the limits prescribed under
section 224(1B) of the Companies Act,1956 and that they are not
disqualified for reappointment within the meaning of section 226 of the
said Act.
AUDITORS' REPORT
The Notes on Accounts referred to in the Auditors' Report are self
explanatory and do not call for any further comments. COST AUDIT
In line with the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956, the Company carries out an
audit of cost accounts relating to its product every year. During the
year, M/S. K.G. Goyal & Co., Cost Accountants, resigned w.e.f. 5th
November, 2011 and M/S. A. Goyal & Co., Cost Accountants, has been
appointed in place of previous cost auditor for the financial year
2011-12.
The Company has reappointed M/s. A. Goyal & Co., Cost Accountants, to
audit the cost accounts relating to its products for the financial year
2012-13. A Certificate from the Cost Auditors has been received to the
effect that their re- appointment would be within the limits prescribed
under section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of section 226 of
the said Act.
SAFETY, HEALTH AND ENVIRONMENT
Occupational health, safety and environment management is given utmost
importance. Your Company is committed to the safety of employees,
processes and all stakeholders involved directly or indirectly with our
activities. Your company has taken various steps to promote safety,
health and pollution control.
HUMAN RESOURCE
The Human Resource ("HR") function has over the years fully developed
its capabilities and set up a scalable recruitment and Human Resource
Management process, which enables us to attract and retain higher
caliber employees. HR has played a critical role in supporting the
business goals during the various changes in the sector as well as in
the Company. Your Company is of the firm opinion that efficiency of its
employees plays a key role in achieving set goals and building a
competitive work environment. The Company regularly conducts various
programmes at different levels so as to ensure that a vibrant and
motivated work-force leads to achievement of the defined goals.
Employee relations continued to be harmonious and cordial at all levels
and in all the units of the Company.
INSURANCE
All the assets of your company including buildings, machineries,
fixtures and other fixed assets, stocks, raw-materials, work in
progress, finished goods etc. have been adequately insured.
FIXED DEPOSIT
The Company has not accepted any public deposits and therefore, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
UNCLAIMED DIVIDEND
The amount transferred by the Company in separate bank accounts towards
payment to the shareholders is lying unclaimed in some cases. The
shareholders, who have not claimed their dividend up till now, are
requested to immediately approach the Registrar and Share Transfer
Agent of the Company for claiming their dividend.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars pertaining to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings & Outgo, as prescribed under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given in Annexure 'A' forming part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, none of the employees of the Company was
in receipt of remuneration under section 217(2A) of the Companies Act,
1956.
LISTING
The shares of the Company continue to be listed on the National Stock
Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
(BSE).
The annual listing fee for the year 2012-2013 has been paid to these
Exchange(s).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, with respect to the directors' responsibility Statement, it is
hereby confirmed that:
i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) They have in selection of the accounting policies, consulted with
the statutory auditors and applied these policies consistently, making
judgments and estimates that are reasonable and prudent, so as to give
a true and fair view of the state of affairs of the Company as on 31st
March, 2012 and of the profit of the Company for the year ended 31st
March, 2012;
iii) 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 provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) They have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for
wholehearted support received from all stakeholders, customers and the
various departments of Government, financial institutions and bankers
of the Company. The Directors also wish to place on record their sense
of appreciation for devoted services of all the employees of the
Company. The Directors wish to convey their appreciation to all of the
Company's employees for their enormous personal efforts as well as
their collective contribution to the Company's performance.
FOR AND ON BEHALF OF THE BOARD
Place: Indore Manoharlal Gupta
Date: 16th August, 2012 Chairman-cum-Managing Director
Mar 31, 2011
The Members of
M/s. Parenteral Drugs (India) Limited
Dear Shareholders
The Directors present the 27th Annual Report on your Company's
business and operations along with the standalone and consolidated
summary financial statements for the year ended 31st March, 2011.
RESULT OF OPERATIONS
A summarized statement of the financial results of the current year and
that of the previous year is given below:
(Rs. in Lacs)
Particulars Standalone
F.Y. 10-11 F.Y. 09-10
Sales and Other Income 38123.19 33862.09
Profit before Interest,
Depreciation & Tax 4517.29 5651.63
Less:
Interest and Financial outlay 2250.86 1380.26
Depreciation 1093.54 766.61
Provision for Taxation 235.02 587.19
Deferred tax Liability 66.37 188.59
Net Profit after Tax 871.50 2728.98
Balance brought forward from
previous year 4944.21 3067.37
Surplus Available for Appropriation 5815.71 5796.35
Appropriation:
Transferred to General Reserve - 409.35
Proposed Dividend - 378.47
Tax on Distributed Profit - 64.32
Minority Interest - -
Balance carried to Balance Sheet 5815.71 4944.21
Earning per share
(EPS of Face Value of Rs. 10/-) 3.37 14.44
(Rs. in Lacs)
Particulars Consolidated
F.Y. 10-11 F.Y. 09-10
Sales and Other Income 48731.63 41631.95
Profit before Interest,
Depreciation & Tax 5037.46 6624.13
Less:
Interest and Financial outlay 2855.46 1748.16
Depreciation 1256.95 902.97
Provision for Taxation 351.75 711.29
Deferred tax Liability 72.61 217.32
Net Profit after Tax 500.70 3044.39
Balance brought forward from
previous year 5311.70 3120.61
Surplus Available for Appropriation 5812.40 6165.00
Appropriation:
Transferred to General Reserve - 409.35
Proposed Dividend - 378.47
Tax on Distributed Profit - 64.32
Minority Interest 58.67 1.16
Balance carried to Balance Sheet 5753.73 5311.70
Earning per share
(EPS of Face Value of Rs. 10/-) 1.94 16.11
FINANCIAL PERFORMANCE
The consolidated turnover for the year was Rs. 487.31 crores compared
to Rs 416.32 crores in the previous year. The turnover on standalone
basis stood Rs. 381.23 crores as against Rs. 338.62 crores in the
previous year.
On a consolidated basis, your Company earned a gross income of Rs.
50.37 crores during the year as against Rs. 66.24 crores in the
previous year and the profit before tax of Rs. 9.25 crores as against
the profit before tax of Rs.39.73 crores during the previous year.
On a standalone basis, your Company earned a gross income of Rs . 45.17
crores during the year as against Rs. 56.52 crores in the previous
year and profit before tax of Rs. 11.72 crores as against Rs.35.05
crores during the previous year. The reduction in profitability is due
to over all impact only intravenous fluids manufacturing companies
because of the Jodhpur maternal deaths.
A review of the performance during the year is given under the section
Management Discussion and Analysis Report which forms part of the
Annual Report.
DIVIDEND
The Board regrets to recommend any dividend for the financial year
2010-2011 in order to conserve the resources.
ISSUE OF BONUS EQUITY SHARES
During the year under review, your Company allotted 64,66,708 fully
paid-up equity shares of Rs.10/- each out of the un-issued equity share
capital of the Company as bonus shares on 15th September, 2010, in the
ratio of 1 (one) fully paid up Bonus share for every 3 (Three) fully
paid up equity shares held by the shareholders of the Company as on the
record date i.e.15th September, 2010, including reservation of bonus
shares in terms of provisions of regulation 93 sub-regulation (1) under
Chapter IX of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements).
INCREASE IN THE PAID UP EQUITY SHARE CAPITAL
Post-issue of bonus shares, the issued, subscribed and paid-up equity
share capital of your Company has increased from Rs.19,40,01,230
divided into 1,94,00,123 equity shares of Rs.10/-each to
Rs.25,86,68,310 divided into 2,58,66,831 equity shares of Rs.10/- each.
FINANCIAL FACILITIES
During the year under review, the Company repaid the term loan
instalments of Rs.20.77 crores and Fresh Term Loan/ Corporate Loan of
Rs.37.58 crores were availed during the year.
The total outstanding fund based and non-fund based borrowings of Rs.
220.45 crores is sanctioned by the State Bank of India and Rs.37.42
crores sanctioned by the Punjab National Bank. The Term Loan/ Corporate
Loan proceeds have been utilized for the purpose of funding of various
expansion activities including the overseas initiatives. The remaining
proceeds have been utilized for growth capex.
SUBSIDIARY COMPANIES
As on date of the report, the Company has eight (8) Indian and two (2)
foreign subsidiaries.
The Indian Subsidiary Companies of the Company viz:
1. M/s. Punjab Formulations Limited ;
2. M/s. Goa Formulations Limited ;
3. M/s. Parentech Healthcare Limited ;
4. M/s. Parenteral Surgicals Limited ;
5. M/s. Anjaney Pharmaceuticals Limited ;
6. M/s. Abhay Drugs Limited ;
7. M/s. Parenteral Biotech Limited and
8. M/s. Parenteral Impex Limited
The Foreign Subsidiary Companies of the Company viz:
1. M/s. Parenteral Drugs Kazakhstan and
2. M/s. Mascareignes Pharmaceutical Manufacturing Company Limited.
All the subsidiary companies are non-material and non- listed
subsidiary companies as defined under Clause 49 of the Listing
Agreement with the Stock Exchange(s).
CONSOLIDATED ACCOUNTS
The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011
dated 8th February, 2011, issued a direction under Section 212(8) of
the Companies Act, 1956 that the provisions of Section 212 shall not
apply to Holding Company in relation to their subsidiaries, subject to
fulfilling certain conditions mentioned in the said circular with
immediate effect. The Board of Directors of the Company at its meeting
held on 14th May, 2011 passed the necessary resolution granting the
requisite approval for not attaching the accounts of the subsidiary
companies to the accounts of the Company for the fiscal 2010-11.
The audited consolidated Financial Statements of your Company for the
financial year 2010-11, are prepared in compliance with applicable
Accounting Standards and where applicable Listing Agreement as
prescribed by the Securities and Exchange Board of India (SEBI).
The annual accounts and financial statements of the subsidiary
companies of your Company and related detailed information shall be
made available to members on request and are open for inspection at the
Registered Office of your Company. Your Company has complied with all
the conditions as stated in the circular and accordingly has not
attached the financial statements of its subsidiary companies for the
financial year 2010-11. A statement of summarized financials of all
subsidiaries of your Company including capital, reserves, total assets,
total liabilities, details of investment, turnover, etc., pursuant to
the General Circular issued by Ministry of Corporate Office, forms part
of this report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and
provisions contained in the Articles of Association of the Company,
Mr.Govind Das Garg and Mr.Dilip Kumar Sinha, Directors of the Company
are retiring at the forthcoming annual general meeting and they are
eligible for re-appointment. The Board recommends their re-appointment.
As required under the Listing Agreement, particular of directors
seeking reappointment at the ensuing Annual General Meeting has been
given under the Corporate Governance Report.
REPORT ON CORPORATE GOVERNANCE
Your Company has in all spheres of its activities adequate checks and
balances to ensure protection of interest of all stakeholders and
endeavours to share with its stakeholders openly and transparently
information on matters which have a bearing on their economic and
reputational interest. This calls for a great degree of judgement and
discretion so as not to put business and commercial interest of the
Company at risk.
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance with Auditors Certificate
on Compliance with the conditions of Corporate Governance is attached
to form part of the annual Report.
The declaration by the Managing Director addressed to the members of
the Company pursuant to clause 49 of the listing agreement regarding
adherence of the code of conduct by the members of the Board and by the
senior management personnel of the Company is also attached to the
Corporate Governance Report.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has recently permitted companies to send
electronic copies of Annual Report, notices etc., to the e-mail IDs of
shareholders. We have accordingly arranged to send soft copies (in pdf
format) of these documents to the e-mail IDs of shareholders registered
with us. In case any of the shareholder would like to receive physical
copies of these documents, request for the same shall be forwarded to
the Registrars M/s. Link Intime India Private Limited.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management's Discussion
and Analysis, which forms part of this Report.
AUDITORS
M/s. T.N.Unni & Co., Chartered Accountants, Indore, the retiring
auditors of the Company, holds office until the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
Board recommends their re-appointment.
The Company has received a letter from the retiring auditors to the
effect that their re-appointment if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such re-appointment within the
meaning of Section 226 of the Companies Act, 1956.
AUDITORS' REPORT
The observations made in the Auditor's Report, read with the relevant
notes thereon, are self-explanatory and do not call for any comments
under Section 217 of the Companies Act, 1956.
COST AUDIT
Your Company has received approval from the Central Government for
appointment of M/s. K.G. Goyal & Co., Cost Accountants, as Cost
Auditors of the Company for financial year from 1st April, 2011 to 31st
March, 2012 pursuant to Section 233B of the Companies Act, 1956, to
conduct the Audit of the cost records of the Company.
SAFETY, HEALTH AND ENVIRONMENT
Health and Safety continues to be one of the prime drivers of the
Corporate Vision of your Company. Your Company maintain highest
standards of safety at all of its plants and facilities. In addition to
this, there is significant focus on pollution control, treatment of
effluents and compliance with stringent environmental norms. Lastly,
emphasis on the well-being of all employees and health of employees is
continuously monitored, while environment improvement measures in and
around the plant area have been given due care and attention.
HUMAN RESOURCE
Employees are our vital and most valuable assets. Your Company believe
in maintaining the right organizational climate conductive to
developing satisfied and productive employees. We have created a
favorable work environment that encourages innovation and meritocracy.
We have also set up a scalable recruitment and human resources
management process, which enables us to attract and retain high-caliber
employees.
INSURANCE
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured against several
risk factors.
FIXED DEPOSIT
Your Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies At, 1956, and the rules made there under.
UNCLAIMED DIVIDEND
The amount transferred by the Company in separate bank accounts towards
payment to the shareholders is lying unclaimed in some cases. The
shareholders, who have not claimed their dividend up till now, are
requested to immediately approach the Registrar and Share Transfer
Agent of the Company for claiming their dividend.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars pertaining to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings & Outgo, as prescribed under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given in Annexure 'A' forming part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, none of the employees of the Company was
in receipt of remuneration under Section 217 (2A) of the Companies Act,
1956.
LISTING
The shares of the Company continue to be listed on the National Stock
Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
(BSE).
The annual listing fee for the year 2010-2011 has been paid to these
Exchange(s).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, with respect to the directors' responsibility Statement, it is
hereby confirmed:
i) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) they have in selection of the accounting policies, consulted the
statutory auditors and applied these policies consistently, making
judgments and estimates that are reasonable and prudent, so as to give
a true and fair view of the state of affairs of the Company as on 31st
March, 2011 and of the profit of the Company for the year ended 31st
March, 2011;
iii) 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 provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Board thanks the Company's employees, customers, vendors, investors
and institutions for their support to the Company.
The Board also thanks the Governments of various countries, Government
of India, State Governments and concerned Government Departments/
Agencies for their co-operation.
The Board appreciate and value the contributions made by every member
of the ÃPDILÃ family globally.
The Board is also deeply grateful to the shareholders for the
confidence and faith that has been reposed in them. Driven by values
and powered by internal vitality, the entire ÃPDIL Groupà stands
committed to create an even brighter future for all the stakeholders.
FOR AND ON BEHALF OF THE BOARD
Manoharlal Gupta
Chairman-cum-Managing Director
Place: Indore
Date: 22nd August, 2011
Mar 31, 2010
The Directors are delighted to present the 26th Annual Report on your
Companys business and operations along with the standalone and
consolidated summary financial statements for the year ended 31st
March, 2010.
RESULT OF OPERATIONS
A summarized statement of the financial results of the current year and
that of previous year is given below:
(Rs. in Lacs)
Standalone Consolidated
Particulars
FY 09-10 FY 08-09 FY 09-10 FY 08-09
Sales and Other
Income 33862.09 22723.17 41631.95 26975.51
Profit before Interest,
Depreciation & Tax 5651.63 3477.27 6624.13 4130.66
Less:
Interest and Financial outlay 1380.26 1230.55 1748.16 1544.26
Depreciation 766.61 571.18 902.97 703.18
Provision for Fringe Benefit Tax -- 31.37 -- 37.50
Provision for Taxation 587.19 192.63 711.29 215.36
Deferred tax
Liability 188.59 374.60 217.32 462.23
Net Profit after
Tax 2728.98 1076.94 3044.39 1168.13
Balance brought forward from
previous year 3067.37 3133.25 3120.61 3147.06
Surplus Available for
Appropriation 5796.35 4210.19 6165.00 4315.19
Appropriation:
Transferred to General Reserve 409.35 215.39 409.35 215.39
Proposed Dividend 378.47 208.05 378.47 251.25
Tax on Distributed Profit 64.32 35.36 64.32 43.92
Minority Interest -- -- 1.16 --
Shares issued as per
amalgamation scheme -- 727.22 -- 727.22
Add: Balance of Profit & Loss
account transferred -- 43.20 -- 43.20
from amalgamating
companies
Balance carried to
Balance Sheet 4944.21 3067.37 5311.70 3120.61
Earning per share
(EPS of Face Value of Rs. 10/-) 14.44 6.87 16.11 7.45
BUSINESS OVERVIEW
The Indian pharmaceutical market has seen a Compounded Annual Growth
Rate (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 versus 10% in March,
2009. The industry is on the threshold of exponential growth and is
imperative for us to mobilize our resources to capitalize on the
opportunities ahead.
THE YEAR IN RETROSPECT
The financial year 2009-10 was a challenging year as we had to adapt
quickly to the changing economic scenario. At the start of the year,
the global economy was still reeling under the impact of the financial
crisis and hence, the outlook was subdued. As the year went by, several
other regions around the world began to report an improvement in economic
performance. As your Company caters to various markets globally, it was
faced with markets that were recovering in different ways and at
different speeds.
While your Company has responded well to the challenges thrown up by
changes in the world economy, it has also taken several initiatives to
take its performance forward resulting in posting yet another year of
impressive performance with a healthy topline growth and high quality
earnings, reflecting the robustness of its corporate strategy of
creating multiple drivers of growth. The new orders booked during the
year were also on a positive note despite tough market conditions.
Financial year 2009-10 has been eventful year for your Company. The
consolidated turnover for the year was Rs. 416.32 crores compared to
Rs. 269.76 crores in the previous year which is 1.54 times in
comparison with the previous year. Your Company has been able to
increase the quantitative Volumes by more than 54.33 % compared to
previous year.
The turnover on standalone basis stood Rs. 338.62 crores asagainst Rs.
227.23 crores in the previous year.
On a consolidated basis, your Company earned a gross income of Rs.
66.24 crores during the year as against Rs. 41.31 crores in the
previous year and the profit before tax of Rs. 39.73 crores as against
the profit before tax of Rs. 18.83 crores during the previous year.
On a standalone basis, your Company earned a higher gross income of Rs.
56.52 crores during the year as against Rs.34.77 crores in the previous
year and profit before tax of Rs. 35.05 crores as against Rs. 16.76
crores during the previous year.
A review of the performance during the year is given under the section
Management Discussion and Analysis Report which forms part of the
Annual Report.
DIVIDEND
Your Directors are pleased to recommended a dividend of Rs. 2.00 (Rupee
Two) per share on 1,94,00,123 equity shares of Rs 10/- each (i.e. 20%)
for the financial year ended 31st March, 2010.
The dividend if approved at the ensuring Annual General Meeting will be
paid to those shareholders whose names appear on the register of
members of the Company as on 15th September, 2010. The dividend shall
be tax free in the hands of the shareholders.
CHANGES IN CAPITAL STRUCTURE
During the year under review, your Company has converted 12,00,000
warrants into equity shares of Rs. 10/-each, which were issued by way
of preferential allotment on 24th day of August, 2009. The warrants
were allotted to M/s.Mahaganpati Investments Private Limited, a Company
under promoter category.
Post-conversion of warrants, the issued, subscribed and paid-up share
capital of your Company has increased from Rs. 18,20,01,230 divided
into 1,82,00,123 equity shares of Rs. 10/-each to Rs. 19,40,01,230
divided into 1,94,00,123 equity shares of Rs. 10/-each.
FINANCIAL FACILITIES
Your Company is focused on more effective working capital management in
recent years which has resulted into improved cash flows. The improved
performance of your Company is resulting in higher internal accruals.
During the year under review, the Company repaid the term loan
instalments of Rs. 18.00 crores. Term loan of Rs. 49.88 crores was
availed during the year.
The total outstanding fund based and non fund based borrowings of the
Company stand to the tune of Rs. 202.26 crores. Out of which a sum of
Rs. 17022 crores is sanctioned by State Bank of India and Rs. 32.04
crores sanctioned by the Punjab National Bank.
During the year under review, your Company has received proceeds of Rs.
20.13 crores towards conversion of 12,00,000 warrants into equity
shares by M/s.Mahaganpati Investments Private Limited. The proceeds
have been utilized for the purpose of funding of various expansion
activities including the overseas initiatives.
SUBSIDIARY COMPANIES
As on date of the report, the Company has eight(8) Indian and two (2)
foreign subsidiaries viz:
M/s.Punjab Formulations Limited, M/s.Goa Formulations Limited,
M/s.Parentech Healthcare Limited, M/s.Parenteral Surgicals Limited,
M/sAnjaney Pharmaceuticals Limited, M/sAbhay Drugs Limited,
M/s.Parenteral Botech Limited, M/s.Parenteral Impex Limited, M/s.
Parenteral Drugs Kazakhstan and M/s. Mascareignes Pharmaceutical
Manufacturing Company Limited.
M/s. Mascareignes Pharmaceutical Manufacturing Company Limited, a
Mauritius based pharmaceutical company has become a subsidiary of the
Company after the financial year ended on 31st March, 2010.
All the subsidiary companies are non-material and non-listed subsidiary
companies as defined under Clause 49 of the Listing Agreement with the
Sock Exchange(s).
PARTICULARS UNDER SECTION 212 OF THE COMPANIES, ACT, 1956
- As required under the provisions of section 212 of the Companies
Act, 1956 a statement of the holding Companys
interest in the subsidiary companies is attached to the accounts. The
Company had applied to the Central Government for exemption from
attaching the accounts of the subsidiary companies with the Annual
Report of the Company. In terms of the approval granted by the Central
Government vide letter no. 47/674/2010-CL-III under section 212(8) of
the Companies, Act, 1956, the audited accounts and reports of Board of
directors and Auditors of the Companys subsidiaries have not been
annexed to this Annual Report. The Company will make available the
Annual Accounts of the subsidiary companies and the related detailed
information to any member of the Company who may be interested in
obtaining the same. The annual accounts of the subsidiary companies
will also be kept open for inspection at the Registered Office of the
Company and that of the respective subsidiary companies. The
Consolidated Financial Statements presented by the Company include
financial results of its subsidiary companies approved in accordance
with Accounting Standard- 21.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and
provisions contained in the Articles of Association of the Company, Mr.
Dharam Pal Khanna and Mr. Anil Mittal, Directors of the Company are
retiring at the forthcoming annual general meeting and they are
eligible for re-appointment. The Board recommends their re-appointment.
As required under the Listing Agreement, particulars of directors
seeking reappointment at the ensuing Annual General Meeting has been
given under the Corporate Governance Report.
REPORT ON CORPORATE GOVERNANCE
Your Company is committed to ensure that the affairs of the Company are
governed in the best interests of the Shareholders, and that all
endeavours are made to maintain transparency and fairness in all facets
of its operations. Your
ANNUAL REPORT
Company is also conscious of its responsibility as a good Corporate
Citizen, and assures that its operations are guided by ethics and
social values.
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance with Auditors Certificate
on Compliance with the conditions of Corporate Governance is attached
to form part of the annual Report.
The declaration by the Managing Director addressed to the members of
the Company pursuant to clause 49 of the listing agreement regarding
adherence of the code of conduct by the members of the Board and by the
senior management personnel of the Company is also attached to the
Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Managements Discussion
and Analysis, which forms part of this Report.
AUDITORS AND AUDITORS REPORT
The Statutory Auditors, M/s. T.N. Unni & Co., Chartered Accountants,
Indore, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Board recommends their
re-appointment.
The Company has received a letter from them to the effect that their
re-appointment if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re- appointment within the meaning of Section 226
of the Companies Act, 1956.
The notes on accounts referred to in the Auditors Report are
self-explanatory and do not require further explanation from the Board.
COST AUDIT
Pursuant to Section 233B of the Companies Act, 1956, the Central
Government has prescribed Cost Audit of the Companys Bulk Drugs
Division and Formulations Division.
The Government of India, Ministry of Corporate Affairs, Cost Audit
Branch, vide its letter no.52/384/CAB/2000 dated 16th June, 2010, has
approved the appointment of M/s.K.G.Goyal & Co., Cost Accountants, as
Cost Auditors of the Company for auditing cost accounts of the Company
for financial year from 1st April, 2010 to 31st March, 2011.
SAFETY, HEALTH AND ENVIRONMENT
Health and Safety continues to be one of the prime drivers of the
Corporate Vision of your Company. We, at PDPL, maintains highest
standards of safety at all of its plants and facilities. In addition to
this, there is significant focus on pollution control, treatment of
effluents and compliance with stringent environmental norms. Lastly,
emphasis on the well-being of all employees and health of employees is
continuosly monitored, while environment improvement measures in and
around the plant area have been given due care and attention.
HUMAN RESOURCE
Your Company regards human resource as its prime source and the
contribution from the employees has continuously been harnessed for the
attainment of corporate goals. A planned management process is being
pursued to move towards a performance-based culture. Your company
attaches utmost priority to the human resource development,
with a focus on knowledge, skills and behavioural aspects to meet the
challenges of change and growth successfully.
Focused attention is given to knowledge updation and application of new
technologies available to reduce costs and to meet business challenges.
Industrial relations during the year under review were harmonious and
cordial.
Your Company has improved the overall team with a focus on adding skill
sets in the areas of technology and marketing, keeping in mind long
term strategic needs.
INSURANCE
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured against several
risk factors.
FIXED DEPOSIT
The Company did not accept any deposit from the public during the year
and there are no unpaid or unclaimed deposits with the Company.
UNCLAIMED DIVIDEND
The amount transferred by the Company in separate Bank Accounts towards
payment to the shareholders is lying
unclaimed in some cases. The shareholders, who have not claimed their
dividend up till now, are requested to immediately approach the
Registrar and Share Transfer Agent of the Company for claiming their
dividend.
CONVERSION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO
Particulars pertaining to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings & Outgo, as prescribed under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given in Annexure A forming part of this report.
PARTICULARS OF EMPLOYEES
Information in accordance with Section 217 (2A) of the Companies Act,
1956, read with Companies (Particular of Employees) Rules, 1975, as
amended, forms part of this report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, this Report is being sent to all the Members of
the Company and others entitled thereto excluding the Satement of
Particulars of Employees under Section. Any member interested in
obtaining such particulars pertaining to the employees of the Company
may write to the Company Secretary at the corporate office of the
Company.
LISTING
The shares of the Company continue to be listed on the Bombay Sock
Exchange Limited (BSE). The Shares of the Company are available for
trading at the National Sock Exchange of India Limited (NSE), with
effect from 19th August, 2010.
The annual listing fees for the year 2009-2010 has been paid to these
Exchange(s).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, your directors, confirm that.
i) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
ii) they have in selection of the accounting policies, consulted the
statutory auditors and applied these policies consistently, making
judgments and estimates that are reasonable and prudent, so as to give
a true and fair view of the state of affairs of the Company as on 31st
March, 2010 and of the profit of the Company for the year ended 31st
March, 2010.
iii) 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 provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and
other irregularities.
iv) they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Directors gratefully acknowledge the contribution made by the
employees towards the success of the Company and wish to place on
record their appreciation of the all-round co-operation, hard work,
exemplary contribution and dedicated service made by the employees at
all levels. Their dedicated efforts and enthusiasm has been integral to
your Companys growth.
Your Directors also wish to express their sincere appreciation for the
excellent support and co-operation extended by medical professionals,
banks, financial institutions and various government departments and
agencies to the continued growth and prosperity of the Company.
We are also deeply grateful to our shareholders for the confidence and
faith that you have always reposed in us. Driven by values and powered
by internal vitality, the entire PDPL group stands committed to create
an even brighter future for all the stakeholders.
Place: Indore FOR AND ON BEHALF OF THE BOARD
Date: 2nd September, 2010 Manoharlal Gupta
Chairman-cum-Managing Director
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