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Directors Report of Poly Medicure Ltd.

Mar 31, 2014

Dear Members,

The Directors take immense pleasure in presenting their 19th Annual Report on the business and operations of your Company along with the Audited Statements of Accounts and financial performance for the year ending March, 2014. You will be happy to know that your Company continues to maintain steady growth in its operational and financial achievements which are reflected by the financial indicators during the Financial Year under report.

Financial Performance

(Rs. in Lacs)

Parameters F.Y. 2013-14 F.Y. 2012-13

Revenue from 31,233.32 25,223.79 Operations (Net)

Add: Other Income 106.20 36.76

Total Revenue 31,339.52 25,260.55

Profit before Interest, Tax, Depreciation and 7,369.56 5,152.02 Amortization (EBITDA)

Depreciation & 3,351.06 1,182.06 Amortization Expenses.

Finance Cost 794.87 589.78

Exceptional Items (991.46) -

Profit Before Tax (PbT) 6,215.09 3,380.18

Tax Provision 1,911.88 977.26

Profit After Tax 4,303.21 2,402.92

Total amount available 8,004.12 5,216.27 for appropriation

Proposed Dividend 881.33 440.50

Dividend Tax 149.78 74.86

Amount transferred to 1500.00 1,000.00 General Reserve

Surplus carried to 5,473.01 3,700.91 Balance Sheet

Earnings per Share (EPS in Rs.) Basic 19.53 10.91

Diluted 19.51 10.90

Briefly, during the year under report, the company''s total income increased to Rs. 31,339.52 lacs from Rs. 25,260.55 lacs in the previous year, registering a growth of 24.06%. EBIDTA improved to Rs. 7,369.56 lacs as against Rs. 5,152.02 lacs in the preceding year which translates into a rise of 43.04%. Profit before Tax (PBT) stood at Rs. 6,215.09 lacs up by 83.87% from Rs. 3,380.18 lacs in the previous year.

Commencement of Commercial Production in New Unit

Your directors are delighted to report that Your Company''s new unit situated at Mahindra World City (Jaipur) Ltd., which is a SEZ area, has started commercial production, for the manufacture of Medical Devices with effect from the 23rd May, 2014. The Directors do feel confident that it would be able to achieve the expected capacity utilization of 50% during the current year itself.

Development of New Products

You will be happy to know that the Company is paying special attention to R&D (Research & Development) and has engaged dedicated technical staff and facilities for the development of new products, improvement of existing ones, improving manufacturing processes and practices. The Company has spent a total of Rs. 690.49 lacs in R&D in the year under review.

Subsidiaries and Joint Ventures/Associates

Briefly, the subsidiary companies performed as follows:

1 Poly Medicure (Laiyang) Co. Ltd, China - The Company has achieved a turnover of Rs. 951.50 lacs for the year ending March, 2014 against Rs. 751.84 lacs in the previous year ending March, 2013.

2 US Safety Syringes Co., LLC, USA - The subsidiary company could not do any business activities during the year under review because of non-viability of the project.

The Company has one Joint Venture in Egypt, viz.

1 Ultra for Medical Products, Egypt - The Joint Venture is performing well and has achieved sales of Rs. 3,930.91 lacs during the year against Rs. 3,499.45 lacs in the previous year ending December 2012.

Dividend

In keeping with the Company''s tradition of rewarding the Shareholders, your directors are very happy to recommend a dividend @ Rs. 4.00 per Equity Share of the face value of Rs. 10/- each. The dividend, if approved at the ensuing Annual General Meeting, will be paid to members whose names appear in the Register of Members in respect of shares held in dematerialized form, the dividend will be paid to members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited to the eligible shareholders on book closure date.

The dividend would involve an outflow of Rs. 881.33 lacs towards dividend and Rs. 149.78 lacs towards dividend distribution tax, resulting in a total outflow of Rs. 1,031.11 lacs.

Transfer of Unpaid/Unclaimed Dividend Amounts to Investor Education and Protection Fund

During the Year under review, the Company has transferred Rs. 225,820, lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection fund (IEPF) in compliance with Section 205C of the Companies Act, 1956, read with Investor Education & Protection Fund (Awareness and Protection of Investors) Rules, 2001. The said amount represents the dividend for the year 2005-06 which remained unclaimed by the shareholders of the Company for a period exceeding seven years from its due date of payment.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs. 1,500.00 lacs to General Reserves out of the amount available after appropriations and balance of Rs. 5,473.01 lacs is being carried to the Balance Sheet.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011, has provided an exemption to companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the Financial Statements of the subsidiary Companies. The audited annual accounts and related information of subsidiary companies will be made available on a request of the Shareholders. These documents will also be available for inspection during the business hours at Registered Office of your Company.

Fixed Deposits

Your Company has not accepted/or invited any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of Principal or interest was outstanding as on the date of Balance Sheet.

Quality

The Company continues its journey of delivering value to its customers. It adopted several significant external benchmarks and certifications. Poly Medicure is certified under various standards to meet the clients'' demands & enhanced value delivery. The Company has been accredited with the International Quality Certifications. (ISO) successfully implemented a well-documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, ISO-13485:2003 and CE mark (Product Certification) from (Det Norske Veritas) as DNV, Norway thus making the entire product range compliant with International Quality Standards.

Credit Rating

The credit rating agency, CRISIL has reaffirmed the rating as A/stable for fund based facilities and A1 for non-fund based facilities. The credit rating as assigned reflect the company''s financial discipline and prudence.

Foreign Currency Exposure

As a major share of Company''s revenue is earned in foreign currencies whereas major share of expenditure is made in Indian Currency, hence, the Company is obviously exposed to foreign currency Fluctuation risks.

The Company has designed a review and control mechanism to minimise the risk which is reviewed periodically. Foreign currency exposures are managed through Foreign Risk Management and Hedging policy. The policy is reviewed periodically to ensure that the risk from fluctuating currency exchange is appropriately managed.

Cost Auditor

Pursuant to the Circular issued by the Ministry of Corporate Affairs vide circular, F. No. 52/26/cab-2010 dated 06th November, 2012, Company is required to comply with Cost Audit for the Financial Year 2014-15. Accordingly, Cost Auditor viz. M/s Jai Prakash & Co. (Cost Accountants) have been appointed to carry out the Cost Audit of the Company for the Financial Year 2014-15.

Auditors and Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made there under, the current Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, (Reg. No. 000561N) are eligible to hold office for a period of Five years, up to Financial Year 2018-19. Since, the Auditors have been giving efficient services, it is proposed that M/s Doogar & Associates, Chartered Accountants, (Reg. No. 000561N) be re- appointed as Auditors for a period of Five Years from the conclusion of this Annual General Meeting till the conclusion of 24th Annual General Meeting with their remuneration for the Financial Year 2014-15, be determined by the Shareholders.

Secretarial Audit Report

As measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the Financial Year ended 31st March, 2014, is annexed to the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, The Securities Contract (Regulations) Depositories Act, 1996, Listing Agreement with Stock Exchange(s), Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Options Scheme

The Compensation Committee in its meeting dated 31st July, 2013, amended the Employee Stock Option Scheme, to further grant 16,730 Options to the existing Optionees of the Company.

Pursuant to the provisions of the Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of Stock Options as on March, 2014 under the amended Employee Stock Option Scheme, 2011 are set out as Annexure - I.

Listing

The Shares of your Company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE) Mumbai. The Listing fees to the Stock Exchanges for the year 2014-15 have been paid.

Directors

In view of the provisions of the Companies Act, 2013, Shri Jugal Kishore Baid is liable to retire by rotation at the ensuing Annual General Meeting, and he offers himself for re-appointment. The information as required to be disclosed under Clause 49 of the Listing Agreement, in case of re-appointment of directors is provided in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to Section 149(4) of the Companies Act, 2013, every Listed Company is required to appoint one third of its Directors as Independent Directors. The Board has already five Independent Directors in terms of the provisions of Clause 49 of the Listing Agreement. The Board in its meeting held on 30th July, 2014 recommended the appointment of existing Independent Directors namely, Shri Devendra Raj Mehta, Dr. Sohan Raj Mohnot, Shri Prakash Chand Surana, Shri Yeshwant Singh Choudhary and Dr. Shailendra Raj Mehta under Section 149 of the Companies Act, 2013 and Clause 49 of Listing Agreement, as ''Independent Directors'' subject to the approval of the Members.

Necessary details in respect of the directors is given in the Corporate Governance Report.

The Independent Directors have submitted their respective declarations of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence specified in the Act and the Rules made there under as also under new Clause 49 of the Listing Agreement.

Allotment of Shares under Employee Stock Option Plan (ESOP, 2011)

During the year, the Company had allotted 8,211 Equity Shares of Rs. 10/- on 13th October, 2013, pursuant to Employee Stock Option Scheme, 2011. Accordingly, the Paid up Capital of the Company has been increased from Rs. 22,02,50, 000 to 22,03,32,110.

Corporate Social Responsibility

The Companies Act, 2013 notified Section 135 of the Act concerning Corporate Social Responsibility along with the Rules there under and revised Schedule VII to the Act on 27th February, 2014 to come into effect from 01st April, 2014.

As the Company is, covered under the provisions of the said section, it is necessary to take initial steps in this regard. A committee of the directors, titled "Corporate Social Responsibility Committee" has been constituted by the Board in its meeting held on 15th May, 2014, consisting of the following members:

Shri Devendra Raj Mehta Chairman

Dr. Sohan Raj Mohnot Member

Shri Jugal Kishore Baid Member

The said section being enacted is effective from 01st April, 2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Report for the year 2014-15.

Industrial Relations/ Human Resources Management

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under Report. Your Company firmly believes that a dedicated hard workforce constitutes the primary resource for sustainable competitive advantage. Accordingly, Human resource development continues to receive focused attention of the Management. Your directors wish to place on record their sincere appreciation for the dedicated and commendable services rendered by the employees of your Company.

Corporate Governance

Your Company always strives to ensure that best Corporate Governance practices are identified, adopted and consistently followed. Your Company believes that Good Corporate Governance is the basis of sustainable growth of the business and for enhancement of Stakeholders'' value. The Corporate Governance and Management Discussion Analysis Report form an integral Part of this Report and are set out separate in sections in this Annual Report.

The Report on Corporate Governance along with certificate from M/s B.K. Sethi & Co., Practicing Company Secretaries confirming compliance of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct as applicable to them for the year ending on 31st March, 2014. A declaration to this effect as signed by Shri Himanshu Baid, Managing Director, is annexed to this Report.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Appropriate accounting policies have been selected and applied them consistently and have made judgment 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 31st March, 2014 and of the Profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a "going concern basis".

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 Exchanges is forming part of Directors'' Report, as per Annexure - II.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure III" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure IV".

Acknowledgements & Appreciation

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees, which contributed to the continuous growth and excellent performance of the Company.

Yours Directors wish to acknowledge the valuable cooperation extended to the Company by the Central Government, State Government, Joint Ventures Partners, Banks, Institutions, Investors and customers. The Directors look forward to continued co-operation for the future.

For and on behalf of the Board of Directors

30th July, 2014 D.R. Mehta Himanshu Baid New Delhi Chairman Managing Director


Mar 31, 2013

The Directors take a pleasure in presenting their Eighteenth Annual Report on the business and operations of your Company along with the Audited Statements of accounts and financial performance for the year ended on 31st March, 2013. You will be pleased to know that your Company continues to maintain steady growth in its operating and financial performance during the Financial Year 2012-13.

Financial Performance

(Rs. in Lacs) Parameters F.Y. 2012-13 F.Y. 2011-12

Revenue from Operations 25,223.79 20,891.86

(Net)

Add: Other Income 36.76 61.95

Total Revenue 25,260.55 20,953.81

Profit before Interest, Tax,

Depreciation and 5,152.02 4,577.28

Amortisation (EBITDA)

Depreciation & Amortisation 1,182.06 995.52

Expenses.

Finance Cost 589.78 693.36

Profit Before Tax 3,380.18 2,888.40

Tax Expense 977.26 962.44

Profit for the Year 2,402.92 1,925.96

Total amount available for 5,216.27 4,197.33 appropriation

Proposed Dividend 440.50 330.38

Dividend Tax 74.86 53.60

Amount transferred to 1,000.00 1,000.00

General Reserve

Surplus carried to Balance 3,700.91 2,813.35 Sheet

During the year under report, total income increased to Rs. 25,260.55 lacs from Rs. 20,953.81 lacs in the previous year, registering a growth of 20.55%. EBIDTA amounted to Rs. 5,152.02 lacs as against Rs. 4577.28 lacs in the preceding year which translates into a expansion of 12.56%. Profit Before Tax (PBT) stood at Rs. 3,380.18 lacs up by 17.03% from Rs. 2,888.40 lacs in the previous year.

Setting up another Manufacturing Plant at Jaipur

In view of the growing demand for the Company''s products, the Company has taken necessary action for implementation of the new project at Jaipur (Rajasthan). The total cost of this project is Rs. 38 cr approx., which is proposed to be funded by Term Loan of Rs. 21 cr. and balance of Rs. 17 cr. through Internal accruals.

Development of New Products

The Company is paying attention to Research & Development and has dedicated technical staff and facilities for the development of new products, improvement of existing ones, improved manufacturing practices and for all these purpose the Company has spent a sum of Rs. 450.03 lacs in the year under review.

Subsidiaries/Joint Ventures/Associates

Briefly, the subsidiary companies performed as follows:

- Pol y Medi cur e (Lai yang) Co. Ltd, China - The Company achieved a turnover of Rs. 751.84 lacs as on 31st March, 2013 against Rs. 812.07 Lacs in the previous year ended on 31st March, 2012.

- US Safety Syringes Co., LLC, USA - The Company has not done any business activities during the year under review.

The Company has one Joint Venture in Egypt, viz.

- Ultra for Medical Products, Egypt - The Joint Venture is performing well and has achieved sales of Rs. 3440.92 lacs ended on 31st December 2012 against Rs. 2,834.36 lacs in the previous year.

Dividend

In keeping with the Company''s tradition of rewarding the Shareholder''s, yours directors'' were pleased to recommend a dividend @ Rs. 2.00 per Equity Share of face value of Rs. 10/- each consisted of expanded capital in view of the Bonus Issue. The dividend, if approved at the ensuing Annual General Meeting, it will be paid to those Shareholders whose names appear on the Register of Members of the Company and in respect of shares held in demat form and Physical Form and it will be paid to the those Members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on the date of book closure, i.e., from Monday, 23rd September, 2013 to Friday, 27th September, 2013 (inclusive of both days). The dividend would involve an outflow of Rs. 440.50 lacs towards dividend and Rs. 74.86 lacs towards dividend distribution tax, resulting in a total outflow ofRs. 515.36 lacs.

Transfer of Unpaid/Unclaimed Dividend Amounts to Investor Education and Protection Fund

During the Year under review, the Company has transferred Rs. 76,964, lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection fund (IEPF) in compliance with Section 205C of the Companies Act, 1956, read with Investor Education & Protection Fund (Awareness and Protection of Investors) Rules, 2001. The said amount represents the dividend for the year 2004-05 which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs. 1,000.00 lacs to General Reserves out of the amount available for appropriations and balance of Rs. 3,700.91 lacs is being carried to the Balance Sheet.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011, has provided an exemption to companies from complying with Section 212(8), provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the Financial Statements of the subsidiary Companies. The audited annual accounts and related information of subsidiary companies will be made available on request of the Shareholders. These documents will also be available for inspection during the business hours at our Registered Office.

Fixed Deposits

Your Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, as such, no amount of Principal or interest was outstanding as on the date of Balance Sheet.

Quality

The Company continues its journey of delivering value to its customers. The Company adopted several external benchmarks & certifications. Poly Medicure is certified under various standards to meet the clients'' demands & enhanced value delivery. The Company has been accredited with the International Quality Certifications i.e. ISO successfully implemented a well-documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, ISO-13485:2003 and CE mark from DNV, Norway thus making the entire product range compliant with International Quality Standards.

Credit Rating

Your directors are pleased to inform you that, the well known rating agency, CRISIL Limited, has reaffirmed as A/Stable rating for fund based facility and A1 for non fund based facility certifications respectively for the Company.

Foreign Currency Fluctuations

As a major portion of Company''s revenue is in Foreign Currency and major portion of expenditure in Indian Currency, the Company is exposed to Foreign Currency Fluctuation Risk.

The Company has a review and control mechanisms to mitigate the risk which is reviewed periodically. Foreign currency exposures are managed through Foreign Risk Management and Hedging policy. The policy is reviewed periodically to ensure that the risk from fluctuating currency exchange is appropriately managed.

Cost Auditor

Pursuant to the Circular issued by the Ministry of Corporate Affairs Circular, vide F. No. 52/26/cab-2010 dated 06th November, 2012, your Company is required to conduct Cost Audit for the Financial Year 2013-14. Accordingly, Cost Auditors have been appointed to carry out the Cost Audit of the Company for the Financial Year 2013-14.

Auditors and Auditors'' Report

M/s Doogar & Associates, Chartered Accountants, (Reg. No.000561N) Statutory Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made by the Company for the year 2013-14 will be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956. Notes on accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

Secretarial Audit Report

As measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchange(s), Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Options Scheme

The Company in its employee compensation committee dated 31st July, 2013, amended the Employee stock option scheme, to further grant 16,730 Options to the existing Optionee of the Company.

Pursuant to the provisions of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of Stock Options as on March, 2013 under the "Employee Stock Option Scheme, 2011" ("Scheme") are set out as Annexure-I

Increase in the Authorised Share Capital

In order to facilitate the Capitalisation of General Reserves and Securities Premium Account to the extent of Bonus Shares, during the Year, Your Company has increased its Authorised Share Capital from Rs. 15,00,00,000/- (Rupees Fifteen Crores only) to Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10/- each as approved by Shareholders in its Extra- Ordinary General Meeting held on 29th June, 2013.

Bonus Issue

During the year, the Allotment committee of the Board at its meeting held on 11th July, 2013 has allotted 1,10,12,500 Equity Shares of Rs. 10/- each as fully paid up Bonus Shares in the ratio of one new fully paid-up Equity Shares of Rs. 10/- each to one fully paid-up Equity Shares of Rs. 10/- each held by existing shareholders as on record date by way of Capitalization of Reserves.

Listing

The Shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The Listing fees to the Stock Exchanges for the year 2013-14 have been paid.

Directors

Sh. Jugal Kishore Baid and Sh. Yeshwant Singh Choudhary, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re- appointment.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report and Notice of Annual General Meeting of the Company.

Industrial Relations/Human Resources Management

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under Report. Your Company firmly believes that a dedicated hard work force constitute the primary sources of sustainable competitive advantage. Accordingly, Human resources development continues to receive focused attention of the Management. Yours directors wish to place on record their sincere appreciation for the dedicated and commendable services rendered by all employees of your Company.

Corporate Governance

Your Company strives to ensure that best Corporate Governance practices are identified, adopted and consistently followed. Your Company believes that Good Corporate Governance is the basis of for sustainable growth of the business and for enhancement of Stakeholders value. The Corporate Governance and Management Discussion Analysis Report, form an integral Part of this Report and are set out separate sections to this Annual Report.

The Report on Corporate Governance along with certificate from M/s B.K. Sethi & Co., Practicing Company Secretaries confirming compliance of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with code of conduct as applicable to them for the year ending on 31st March, 2013. A declaration to this effect is signed by Sh. Himanshu Baid, Managing Director, is annexed to this Report.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts of the Company have been prepared on a "going concern basis".

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 is provided in "Annexure-II" forming part of Directors'' Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure III" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure IV".

Acknowledgements & Appreciation

Your Directors wish to place on record their sincere appreciation of the effort and dedicated service of all employees, which contributed to the continuous growth and consequent performance of the Company.

Yours Directors wish to place on record their gratitude for valuable assistance and co-operation extended to the Company by the Central Government, State Government, Joint Ventures Partners, Banks, Institutions, Investors and customers. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board of Directors

New Delhi D.R. Mehta Himanshu Baid

31st July, 2013 Chairman Managing Director


Mar 31, 2012

The Directors take a pleasure in presenting their Seventeenth Annual Report on the business and operations of your Company along with the audited statements of accounts and financial performance for the year ended on 31st March, 2012. You will be pleased to know that your Company continues to maintain steady growth in its operating and financial performance during the Financial Year 2011-12.

Financial Performance (Rs. in Lacs)

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

Revenue from Operations (Net) 20,891.86 16,966.75

Add: Other Income 61.95 39.31

Total Revenue 20,953.81 17,006.06

Profit before Interest, Tax, Depreciation and Amortisation 4,577.28 3,666.20 (EBITDA)

Depreciation & Amortisation 995.52 858.79 Expenses.

Finance Cost 693.36 414.53

Profit Before Tax 2,888.40 2,392.88

Tax Expense 962.44 223.86

Profit for the Year 1,925.96 2,169.02

Total amount available for 4,197.33 3,653.51 appropriation

Proposed Dividend 330.38 330.38

Dividend Tax 53.60 54.87

Amount transferred to General 1,000.00 1,000.00 Reserve

Surplus carried to Balance 2,813.36 2,271.37 Sheet

Earning Per Share (EPS in Rs.) 17.49 19.70

During the year under report, total income increased to Rs. 20,953.81 lacs from Rs.17,006.06 lacs in the previous year, registering a growth of 23.21%. EBIDTA amounted to Rs. 4,577.28 lacs as against Rs. 3,666.20 lacs in the preceding year which translates into an expansion of 24.85%. Profit Before Tax (PBT) stood at Rs.2,888.40 lacs up by 20.71% from Rs. 2,392.88 lacs in the previous year. However, the profit after tax declined to Rs. 1,925.96 lacs from Rs. 2,169.02 lacs due to higher tax outgo which was due to non availability of tax relief u/s 10B of Income Tax Act 1961.

In the financial year 2010-11, the Company enjoyed favourable tax regime under Section 10B of the Income Tax Act, 1961, the said deduction was available only upto the financial year 2010-11 (assessment year 2011- 12), which affects the net profitability of the Company for the year under review.

Despite the higher tax outgo, the Company's results are very reassuring.

Fortunately, the global downturn has not affected the progress of the Company. This manifests the inherent strength, resilience and sustainability for the Company's business.

Expansion Programme

In view of the growing demand for the Company's products, the Company is in the process of expanding its installed capacity by approx. 20% in the current financial year, at a capital cost of Rs. 4,200 lacs. A sum of Rs. 2,500 lacs is proposed to be raised by way of debt and the balance will be met from internal accruals.

Development of New Products

The Company is following suitable programmes for Research & Development and has dedicated technical staff and facilities for the development of new products, improvement of existing ones, improved manufacturing practices and for this purpose, the Company has spent a sum of Rs. 287.38 lacs in the year under review.

As results of the management strategies, expansion programme, cost cutting and enhanced efficiencies, your Company hopes to achieve reasonably sustained performance and profitability.

Subsidiaries/Joint Ventures

Briefly, the subsidiary companies performed as follows:

Poly Medicure (Laiyang) Co. Ltd, China - The Company achieved a turnover of Rs. 812.07 lacs as on 31st March, 2012 against Rs. 328.38 lacs in the previous year ended on 31st March, 2011.

US Safety Syringes Co., LLC, USA - The Company is not carrying on any business activities at present.

The Company has one Joint Venture in Egypt, viz.,

Ultra for Medical Products, Egypt - The Joint Venture is performing well and has achieved sales of Rs.2,834.36 lacs during the year 2011 against Rs. 2,579.46 lacs in the previous year ended on 31st December 2010.

Dividend

Keeping in view the financial performance of the Company, yours Directors are pleased to recommend a dividend @ Rs. 3.00 per equity share of Rs. 10/- each for the financial year 2011-12. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those Shareholders whose names appear on the Register of Members of the Company as on the date of book closure, i.e., from Monday, 17th September, 2012 to Friday, 28th September, 2012 (inclusive of both days). In respect of shares held in demat form, it will be paid to the Members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on the date of book closure. This would involve an outflow of Rs. 330.38 lacs towards dividend and Rs. 53.60 lacs towards dividend distribution tax, resulting in a total outflow of Rs. 383.98 lacs.

Transfer of Unpaid/ Unclaimed Dividend Amounts to Investor Education and Protection Fund.

During the Year under review, the Company has transferred Rs. 41,725.50, lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection fund (IEPF) in compliance with Section 205 C of the Companies Act, 1956, read with Investor Education & Protection Fund (Awareness and Protection of Investors) Rules, 2001. The said amount represents the dividend for the year 2003-04 which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs.1,000.00 lacs to General Reserves out of the amount available for appropriations and balance of Rs. 925.96 lacs is being carried to the Balance Sheet.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011, has provided an exemption to companies from complying with Section 212(8), provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the Financial Statements of the subsidiary companies. The audited annual accounts and related information of subsidiary companies will be made available on request to the shareholders. These documents will also be available for inspection during the business hours at the Registered Office.

Fixed Deposits

Your Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956.

Quality

The Company continues its journey of delivering value to its customers. The Company adopted several external benchmarks and certifications. Your Company is certified under various standards to meet the clients' demands & enhanced value delivery. The Company has been accredited with the International Quality Certifications i.e. ISO successfully implemented a well documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, IS0-13485:2003 and CE mark from DNV, Norway thus making the entire product range compliant with International Quality Standards.

Credit Rating

Your directors are pleased to inform you that, the well known rating agency, CRISIL Limited, has reaffirmed as A/Stable rating for fund based facility and A1 for non fund based facility respectively for the Company.

Awards & Recognition(s)

In view of standards of excellence achieved and assiduously pursued by the Company, the awards and recognitions in various fields have been conferred upon the Company. The Shareholders will be happy to know that the Company has received Outstanding Exports award in recognition of commendable contribution to Pharmaceuticals Exports from India for the year 2010- 11 by Pharmaceuticals Export Promotion Council.

Listing of Shares at National Stock Exchange of India Limited (NSE).

During the year under review, your Company has received listing approval from the National Stock Exchange of India Limited (NSE) vide letter dated 07th December, 2011. The Shares of the Company are regularly traded at National Stock Exchange of India Limited (NSE).

Foreign Currency Exposure

As a major portion of Company's revenue is in Foreign Currency and major portion of expenditure in Indian Currency, the Company is exposed to Foreign Currency Exposure Risk.

We have put control mechanisms to mitigate the risk. The currency exposures are managed through Foreign Risk Management and Hedging policy. The exposure is reviewed periodically to ensure that the risk is appropriately managed.

Applicability of Companies (Cost Accounting Record) Rules, 2011

The Ministry of Corporate Affairs (M.C.A.) on 3rd June, 2011 has issued a Circular and accordingly, the Company is required to submit Compliance Report for each Financial Year, duly certified by Cost Accountants.

Auditors

M/s Doogar & Associates, Chartered Accountants, (Reg. No. 000561N) Statutory Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re-appointment, if made by the Company for the year 2012-13 will be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

Secretarial Audit Report

As measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchange(s), Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Options Scheme

The Company implemented the Poly Medicure Employee Stock Options Scheme, 2011, ("Scheme") in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines"). The Employee Stock Compensation Committee, constituted in accordance with SEBI Guidelines, administers & monitors the Scheme.

20,440 Options have been granted during the Financial Year 2011-12. The vesting periods for exercise of options are as follows:

On completion of 24 months from the date 50% of grant of option

On completion of 30 months from the date 50% of grant of option

Exercise price is Rs. 50 each be paid on or before exercise of an option for allotment of Shares.

No employee has been issued stock options, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Directors

Dr. Sohan Raj Mohnot and Shri Prakash Chand Surana, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Dr. Shailendra Raj Mehta was appointed as an additional Director on 28th May, 2012 in the capacity of Non - Executive, Independent Director of the Company. As per Section 260 of the Act, an Additional Director holds office only upto the date of the forthcoming Annual General Meeting of the Company. The Company has received a Notice under Section 257 of the Companies Act, 1956, from a Shareholder signifying his intention to propose the name of Dr. Shailendra Raj Mehta as Director of the Company.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report.

Human Resources Management

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under Report. Your Company firmly believes that a dedicated hard work force constitute the primary sources of sustainable competitive advantage. Accordingly, Human resources development continues to receive focused attention of the Management. Your directors wish to place on record their sincere appreciation for the dedicated and commendable services rendered by all employees of your Company.

Corporate Governance

Your Company remains committed to maintain the best standards of good Corporate Governance practices and adhere to Corporate Governance requirements set out by SEBI.

The report on Corporate Governance along with a certificate from M/s B. K. Sethi & Co., Practicing Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of the Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with code of conduct as applicable to them for the year ending on March 2012. A declaration to this effect is signed by Sh. Himanshu Baid, Managing Director, and is annexed to this Report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a "going concern basis".

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 is provided in "Annexure-I" forming part of Directors' Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure III".

Acknowledgements & Appreciation

Your Directors acknowledge and place on record their sincere appreciation for the valuable support extended by the Government authorities, bankers, and other stakeholders, customers, vendors, employees and all other business partners for their continued co- operation and excellent support received during the year.

The Directors wish to express their deep and warm thanks and best wishes to all the Shareholders for the continued support and trust they have reposed in the Management. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board of Directors

New Delhi Devendra Raj Mehta Himanshu Baid

31st July 2012 Chairman Managing Director


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting 16th Annual Report together with Audited Statements of Accounts of the Company for the financial year ending March 2011.

Financial Performance

Your Directors are delighted to present the Financial Results of our business and operations for the year ending 31st March, 2011 were as follows:

(Rs. in Lacs)

F.Y. F. Y. Particulars 2010-11 2009-10

Net Sales 16,966.75 13,600.46

Add: Other Income 39.31 52.90

Total Revenue 170,06.06 13,653.36

Profit before Interest, 3,696.73 2,949.72 Depreciation and Taxes

Profit before Tax 2,393.85 1,824.08

Profit after Tax 2,169.02 1,642.93

Profit brought forward 1,484.48 663.64 from the previous year

Profit available for 3,653.50 2,306.57 appropriation

Appropriations:

-Transferred to 1,000.00 500.00 General Reserve

- Proposed Dividend and Dividend 385.25 322.10 Distribution Tax Excess provision of Dividend & Dividend Distribution Tax of (3.11) - Previous Year written back

Surplus carried to 2,271.36 1,484.48 Balance Sheet

The Company recorded net sales of Rs. 16,966.75 lac against Rs. 13,600.46 lac in the previous year, recording a growth of approximately 25%.The Profits after tax for the year is Rs. 2,169.02 lac against Rs. 1,642.93 lac for the previous year, which translates into a rise of 32%.

The boost in profits is on account of economies achieved and cost cutting measures taken by the Company. This was achieved in spite of the spike in cost of raw material and other inputs. The efforts of the management were rewarded as increase in the production.

Dividend

Based on the Company's encouraging performance, your Directors are happy to recommend a dividend @ Rs. 3.00 per Equity Share of Rs. 10/- each for the financial year 2010-11. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those Shareholders whose names appear on the Register of Members of the Company as on the 8th September, 2011. In respect of shares held in demat form, it will be paid to the Members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners. The dividend would involve an outflow of Rs. 3,30.38 lac towards dividend and Rs. 54.87 lac towards dividend distribution tax, resulting in a total outflow of Rs. 385.25 lac.

Transfer to Reserves

It may be noted that, the Board of Directors has proposed to transfer Rs. 1,000.00 lac to General Reserves out of the amount available for appropriations and balance of Rs. 2,271.36 lac is being carried to the Balance Sheet.

Expansion Program

Taking cognisance of the increase in demand for the Company's products, the Company is in the process of expanding its installed capacity by approximately 25% in the current financial year, at a capital cost of Rs. 2,500 lac. A sum of Rs. 1,560 lac is proposed to be raised by way of debt and the balance will be met from internal accruals. To achieve the expansion, the Company explored the possibility of diversifying its business by introduction of Infusion Therapy devices. Having realised the potential, it has set up a plant which was inaugurated on 22nd day of May, 2011.

Development of New Products

Your Company is continuously endeavouring to launch new products in the diagnostic field and take advantage of the Company's experience gained in the field.

Subsidiaries

As the Shareholder are aware that the Company has acquired/floated subsidiaries in China and USA as a part of its strategy to become a significant global player. The Company has two subsidiaries viz.

Poly Medicure (Laiyang) Co. Ltd, China - The Company started commercial production during the year and achieved a turnover of Rs. 328.38 Lac.

US Safety Syringes Co., LLC, USA – After taking into full account of risks and opportunities, the Company is in the process of starting the business activities.

Joint Venture/Associate

The Company has one Joint Venture in Egypt, viz.,

Ultra for Medical Products, Egypt - The Company is performing well and has achieved sales of Rs. 2,579.46 lac during the financial year ended 31st December 2010.

The Company has given appropriate information relating to subsidiary companies in the Annual Report in pursuance of Section 212 of the Act.

Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India, forms part of the Annual Report. Annual accounts of subsidiary companies and the related detailed information to the shareholders is available at the Registered Office of the Company.

Quality

Poly Medicure has successfully implemented a well- documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, ISO-13485:2003 and CE mark from DNV, Norway thus making the entire product range compliant with International Quality Standards.

Awards & Recognition(s)

In pursuance of the Company striving for excellence, the following awards and recognition in various field. The Shareholders will be happy to hear that it has received;

- Silver Patent award by Department of Pharmaceutical ministry of Chemicals and Fertilizers Government of India and Pharmaceuticals Export Promotion Council in recognition of commendable contribution in Medical devices patent Category.

- Awarded by India Brand Equity Foundation (IBEF), in certificate of excellence in recognition of exemplary growth and sustainable success.

Finance of Additional Facilities

The Company is moving ahead to touch new milestones and in order to meet the fund requirements; the Company has arranged credit facilities of Rs. 15.00 Cr. from Citi Bank N.A.

Upgradation of Rating assigned by CRISIL

The Company has been awarded the Financial Credit Rating assigned by CRISIL as A/stable (Upgraded from A-/Stable) and P1 (Upgraded from P2 ) for fund based and non-fund based facility respectively. The underscore financial strength of the Company in terms of the highest safety with regard to timely fulfillment of its financial obligations.

Approval received for allotment of 1,06,250 Equity Shares

During the year under review, your Company has received approval from the Bombay Stock Exchange Limited (BSE) for allotment of 1,06,250 Equity Shares, a matter pending with Bombay Stock Exchange Limited (BSE).

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the Profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken 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;

4. The annual accounts of the Company have been prepared on a "going concern basis".

Auditors and Auditors' Report

M/s Doogar & Associates, Chartered Accountants, Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made by the Company for the year 2011-12 will be within the limit prescribed under Section 224(1-B) of the Companies Act, 1956.

Secretarial Audit Report

As a measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Option Scheme

The Company is proposing to grant 20,440 Options subject to the approval of the members to the eligible employees. Each option holder thereof would be entitled to apply for and get allotted one share of the Company of Rs. 10/- each for such option, upon the payment of exercise price during the exercise period. The exercise period commences from the date of vesting of the option and expires at the end three months from the date of such vesting:

The vesting periods for conversion of Options are as follows:

On completion of 24 months : 50% from the date of grant of option vests

On completion of 30 months : 50% from the date of grant of option vests

Directors

Sh. J.K. Baid and Sh. D.R. Mehta, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report.

Human Resources Management

Employees are vital and most valuable assets. The Company has created a favorable work environment that encourages innovation and meritocracy. Yours Directors wish to place on record their sincere appreciation for the excellent spirit with which entire team of the Company worked at all plants and offices and achieved commendable progress.

Corporate Governance

Your Company remains committed to maintain the best standards of good Corporate Governance practices and adhere to Corporate Governance requirements set out by SEBI.

The report on Corporate Governance along with a certificate from Sh. B.K. Sethi, Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of the Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with code of conduct as applicable to them for the year ending March 2011. A declaration to this effect is signed by Sh. Himanshu Baid, Managing Director, is annexed to this 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 is provided in "Annexure-I" forming part of Directors' Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure III".

Acknowledgement

Inspired by this vision, driven by values and powered by innate strengths, your Directors would like to acknowledge and place on record their sincere appreciation of the wholehearted support extended by the Regulatory and Government authorities, Company's Shareholders and other stakeholders customers, vendors, bankers, employees and all other business partners for their continued co-operation and excellent support received during the year.

For and on behalf of the Board of Directors

D.R. Mehta Himanshu Baid Chairman Managing Director

New Delhi 30th July 2011


Mar 31, 2010

The Directors have pleasure in presenting their 15th Annual Report together with Audited Statements of Accounts of the Company for the year ended 31st March 2010.

Financial Results

The standalone financial results of the Company for the financial year ended 31st March 2010 were as follows: (Rs.in Lac)

Particulars F.Y. F.Y. 2009-2010 2008-2009

Net Sales 13,600.46 11,222.35

Add: Other Income 52.90 64.48

Total Revenue 13,653.36 11,286.83

Profit before Interest, 2,943.19 1,791.04

Depreciation and Taxes

Profit before Tax 1823.25 664.43

Profit after Tax 16421.94 592.55

Profit brought forward 663.64 532.14

from the pervious year

Profit available for appropriation 2306.58 1,124.69

Appropriations:

-Transfered to General 500.00 300.00

Reserve -Proposed Dividend and 322.10 161.05

Dividend Distribution Tax

Surplus carried to Balance 1484.48 663.64 Sheet

The Company recorded net sales of Rs. 13,600.46 lac. against Rs.11,222.35 lac in the previous year, recording a growth of over 21%. Profits after tax for the year were Rs.1,642.94 lac against Rs 592.55 lac for the previous year. This translates into handsome growth of 177%. The boost in profits was on account of economies achieved due to completion of backward integration project lower forex losses and cost cutting measures taken by the Company.

Dividend

Based on the Companys performance, your Directors are pleased to recommend a dividend @ Rs. 2.50 per equity share of Rs. 10 each for the finan- cial year 2009-10, on the expanded capital after 1:1 bonus issue as stated in a later part in this document. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Company as on 7th September, 2010. In respect of shares held in demat form, it will be paid to the Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners. The divi- dend would involve an outflow of Rs. 275.31 lac to- wards dividend and Rs.46.79 lac towards dividend distribution tax, resulting in a total outflow of Rs. 322.10 lac.

Reserves

The Board of Directors has transferred Rs.500.00 lac to General Reserves out of the amount available for appropriations and balance of Rs.1484.48 lac is to be carried to Balance Sheet.

Expansion Programme

The company is in the process of expanding its installed capacity by around 20% in the current financial year, to meet the increased demand at a capital cost of Rs.3000 lac. A sum of Rs 1500 lac is proposed to be raised by way of debt and the balance will be met from internal accruals.

Development of New Products

Your Company is continuously endeavouring to launch new products in diagnostic field.

Subsidiaries

As a part of its strategy to become a significant global player, the company has acquired/floated subsidiaries in China and USA.

US Safety Syringes Co., LLC, USA

The Company is yet to start the business activities.

Poly Medicure (Laiyang) Co. Ltd, China

The Company "started commercial production during the year and achieved a turnover of Rs. 118.62 lac.

Joint Venture/Associate

The company has one Joint Venture in Egypt.

Ultra for Medical Products, Egypt

The Company is performing well and has achieved sales of Rs. 2,844.87 lac during the year ended 31" December 2009.

Finance Raising Mechanism

The Company is moving ahead for its future expansion and in order to meet the fund requirements, the Company has raised a fresh term loan of Rs. 400 lac during the year .Further, the Company is also planning to raise further loan of Rs. 1500 lac, the proposal for which is pending with State Bank of India.

Credit Rating

The company continues to have the credit rating from CRISIL which has reaffirmed the credit rating as A-/ stable and P2+ for fund based and non-fund based facility respectively.

Share Capital

During the year under review, the following changes were effected in the Share Capital of the Company :

(i) Increase in Authorised Share Capital :

The Authorised Share Capital of the Company was increased from Rs. -9 crore to Rs. 15 crore divided into 1,50,00,000 Equity Shares of Rs. 10/- each w.e.f 16th March 2010.

(ii) Issue of Bonus Shares

The Company had issued Bonus Shares in the ratio of 1(one) Bonus Share for every 1(One) existing Share of Rs. 10 (Ten) each to the existing Shareholder of the Company as on record date i.e. 29th March 2010 and allotted 54,00,000 Bonus Shares on 30th March 2010 as per the approval received form Bombay Stock Exchange (BSE). However, the Company is yet to receive the approval from Bombay Stock Exchange (BSE) for allotment of 1,06,250 Equity Shares. In view of pending approval, 1,06,250 Equity shares have been shown as Shares Pending Allotment and the same will be issued to all eligible shareholders upon the receipt of said approval from Bombay Stock Exchange (BSE).

Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

(ii) appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March 2010 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a "going concern basis".

Auditors and Auditors Report

M/s Doogar & Associates, Chartered Accountants, Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made by the Company for the year 2010-11 will be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

Notes on accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Directors

Sh. Y. S. Choudhary and Sh. Rishi Baid retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report.

Employee Relations

Employee relations continued to be cordial throughout the year. Yours Directors wish to place on record their sincere appreciation for the excellent spirit with which entire team of the Company worked at all plants and offices and achieved commendable progress.

Corporate Governance

Your Company is committed to maintain the best standards of good corporate governance practices and adhere to Corporate Governance Requirements set out by SEBI.

The report on Corporate Governance along with a certificate from Sh. B.K. Sethi, Practicing Company Secretary confirming compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of stock exchange, is also annexed and forms part of the Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchange is provided in "Annexure-I" forming part of Directors Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" and form an integral part of this report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure III".

Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted support extended by the regulatory and government authorities, Companys shareholders and other stakeholders customers, vendors, bankers and employees at all levels, which is a source of strength for the Company.



For and on behalf of the Board of Directors

D.R. Mehta Himanshu Baid

Chairman Managing Director

New Delhi

31st July, 2010