Home  »  Company  »  Parenteral Drugs  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Parenteral Drugs (India) Ltd.

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, 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

 
Subscribe now to get personal finance updates in your inbox!