Mar 31, 2016
Dear Owners,
The Directors hereby present their 27th Annual Report on the Standalone and Consolidated Audited Statement of Accounts of the Sharon Bio-Medicine Limited ["Company"] for the nine months period ended March 31,2016.
FINANCIAL RESULTS
The Company has changed its financial period from existing ''July - June'' to ''April - March'' pursuant to provisions of Section 2(41) of the Companies Act, 2014. Hence, the current financial period of the Company consists of period of nine months starting from 1st July 2015 and ending on 31st March 2016.
The summarized financial performance of the Company for the nine months period ended 2015-16 and FY 2014-15 is given below:
( Rs. in Lacs )
Particulars |
Standalone |
Consolidated |
||
2015-2016 (9 months) |
2014-2015 |
2015-2016 (9 months) |
2014-2015 |
|
Gross Income Profit (Loss) Before Interest, Depreciation Finance Charges Provision for Depreciation Net Profit Before Tax Provision for Tax Net Profit After Tax |
25,540.41 (13,189.00) 7,098.15 1,501.46 (28,923.82) 996.57 (29,920.39) |
83,658.66 (3,175.13) 9,364.48 1,916.65 (22,120.05) 466.36 (22,586.41) |
25,540.41 (13,189.70) 7,098.15 1,501.46 (29,030.03) 996.57 (30,026.60) |
84,109.69 (3,179.72) 9,364.53 1,916.65 (22,923.85) 466.36 (23,390.21) |
REVIEW OF OPERATIONS
During the period under review, the Company has posted total Income of Rs. 25,540.41 Lacs (9 Months)as against Rs.84,109.69 Lacs(12 Months) for the previous year..
Net Loss after Tax for the period under review was Rs. (30,026.60) Lacs as against Net Profit Loss after Tax of Rs. (23,920.21) Lacs in the previous year.
STATE OFAFFAIRSAND FUTURE OUTLOOK
As we have been communicating during the quarterly results updates, the Company''s profitability has been impacted substantially due to outbreak of fire in the plant in 2014 which had its impact on meeting the demands of the market, hence we had to out source the manufacturing of products. During the process, quality of products got hampered and this led to rejection of goods from customers subsequently trailed by cancellation of our order books. Relationship with many of our customers were stressed due to quality issues and inability to execute orders on time. This had adversely affected our top line and operating margin resulting into heavy losses.
The Indian pharmaceuticals market is the third largest in terms of volume and thirteenth largest in terms of value. The country accounts for the second largest number of Abbreviated New Drug Applications (ANDAs) and is the world''s leader in Drug Master Files (DMFs) applications with the US, as per a pharmaceuticals sector analysis report by equity master. The domestic formulations market, valued at approximately Rs.88,000 crore has grown steadily at a CAGR of 10% over the past five years.
We have already received approval from the US FDA for our Formulation Unit based on the ANDA filing of "Memantine". Company is focusing to introduce more profitable products in the regulated markets specifically US market. This will help company to achieve better growth with improved margins.
CONSOLIDATEDFINANCIALSTATEMENTS:
The company has one Wholly-Owned Subsidiary in UAE in the name of "Yusur International, FZE".
The audited consolidated accounts and cash flow statements, comprising of the company and all its subsidiary companies appear in this annual report together with the auditors'' report on the consolidated accounts. The consolidated accounts have been prepared in accordance with the accounting standard prescribed by the Institute of Chartered Accountant of India.
As per clause 32 of the Listing Agreement / Regulation 34 of SEBI (LODR) Regulations, 2015, the consolidated financial statements of the company with its subsidiaries form part of the annual report. The copies of the audited annual accounts of the company''s subsidiaries and other related documents can also be sought by any members of the Company or its subsidiaries on making a written request to the Company in this regard. The annual accounts of the subsidiary companies are also available for inspection by any member at the company''s and/or the concerned subsidiaries'' registered office.
SIGNIFICANT EVENTS DURING PERIOD ENDED 31st MARCH, 2016
ii) DEBTRESTRUCTURING:-
Company''s Debt was restructured under the JLF Mechanism in 2014-15. Meetings and discussions with banks took place during the period under review but no major changes were occurred.
iii) FOREIGN CURRENCYCONVERTIBLE BONDS :-
The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of US$ 1, 00,000 each aggregating to US$ 16.5 Million on 27, November 2007. These Bonds are convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully paid at the conversion price of Rs. 315/- per share initially but now conversion price has been reset to Rs. 228.04/- per share, subject to the terms of issue, with a fixed exchange rate of Rs. 39.15 equal to US$ 1.00 within 5 years and 7 days from the date of issue. The bondholders have agreed to extend the bonds for the further period of 5 years. Bondholders have agreed to extend the period between one year to five years and interest to be paid between LIBOR 3.50% - 5% per annum, as per the ECB guidelines. The bondholders have given their consent as stated above and the company authorize dealer has submitted the documents to Reserve Bank of India (RBI), accordingly. The Company is still in process of issue of new Bonds of US$ 8.046 Million from 30, November 2013. However application for this B series bonds have been filed to RBI. These Bonds are convertible Bonds at the option of bond holders into equity share of Rs.2/- each fully paid at the conversion price of Rs.28.85/- per share, subject to the term of issue within 3 years from the date of issue.
iv) SHARECAPITAL:-
A. Convertible Warrants:
The Company has issued 1,61,11,000 convertible warrants of Rs. 2/- each @ premium of Rs. 48/- per warrant during the financial year period ended 30.06.2015. Out of which 67,15,400 warrants were exchanged against 67,15,400 equity shares of Rs.2/- each @ premium of Rs. 48/- per share on 30.03.2015. Further, 66,51,300 warrants were exchanged against 66,51,300 equity shares of Rs.2/- each @ of Rs.48/- per share on 10.06.2015. A total of Rs.27,44,300warrants are still pending for conversion.
B. Employees Stock Option Plan:
During the period under review, your Company has not granted any further options to any employees / Directors under Sharon ESOS2010, as per Annexure I attached.
Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial period to which the financial statement relates and the date of the report pursuant to Section 134(3)(l)
There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
DIVIDENDAND RESERVES
In view of the loss incurred by the Company, your Board of Directors are constrained to recommend any dividend for the period ended 31st March, 2016. Further, no dividend was declared in the previous financial year also.
DIRECTORSAND KEY MANAGERIAL PERSONNEL
At the 26th Annual General Meeting held on 31st December, 2015, Mr. Lalit Misra was re-appointed as the Director of the Company, liable to retire by rotation.
Also, Ms. Savita Gowda and Mr. Lalit Misra were re-appointed as the Managing Director and Whole time Director of the Company at 26th Annual General Meetingheld on 31st December, 2015.
Further, Mr. Mohan P. Kalaand Mr. Madhav Sapre resigned as Directors of the Company w.e.f. 31st December, 2015.
In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Ms. Savita Gowda (DIN: 00042957), Director of the Company, retires by rotation and being eligible; offers herself for re-appointment at the forthcoming 27th Annual General Meeting. The Board recommends the said reappointment for shareholders'' approval.
DIRECTORSRESPONSIBILITYSTATEMENT
Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year period and of the profit and loss of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure II and forms part of this Report.
Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees ofthe Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole ofthe period or Rs. 8,50,000/- per month if employed for part of the period.
Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure III and forms part of this Report.
EXTRACTOFANNUALRETURN:
The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and forms part of this Report.
NUMBER OF BOARDMEETINGS
A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.
During the period 8(Eight) Board Meetings were held during the period ended March, 2016, the dates which are08th August, 2015, 29th August, 2015,10th November, 2015, 5th January, 2016,12th January, 2016,12th February, 2016, 29th February, 2016 and 1st March 2016.
Name of Director |
No. of Board Meetings Attended |
Ms.Savita Gowda |
8 |
Mr.Lalit Misra |
8 |
*Mr.Mohan P. Kala |
3 |
*Mr.Madhav Sapre |
3 |
Ms. Nivedita Patil |
8 |
Mr. Harish Palecanda |
8 |
*Resigned w.e.f. 31/12/2015 BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.
INDEPENDENT DIRECTORS
The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DETAILSOFSUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES
The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure V to this Report.
STATUTORYAUDITORS''ANDAUDITORS''REPORT
At the 25th Annual General Meeting held on 17th December, 2014, M/s. Shyam C. Agrawal & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the third consecutive Annual General Meeting to be held in the year period 2017. In the terms of the first provisiono to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Shyam C. Agrawal & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification of the Shareholders. In this regard, the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
Auditors'' Report:
The Board has duly reviewed the statutory Auditors'' Report on the Accounts. The observations and comments appearing in the Auditors'' Report are self-explanatory and do not call for any further explanations/comments/ clarification by the Board.
Cost Auditors:
The cost audit records maintained by the Company are required to be audited pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. On the recommendation of the Audit Committee, M/s. Kasina & Associates, Practicing Cost Accountant, was appointed to conduct cost audit for the year period ended March 31,2016.
SECRETARIALAUDIT
In terms of Section 204 of the Act and Rules made there under, Neha Gupta, Practicing Company Secretaries, have issued the Secretarial Audit Report and the same is enclosed as Annexure VI to this report.
Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013: The pending e forms as well as the composition of NRC shall be complied with in the current fiscal.
INTERNALAUDIT & CONTROLS
The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.
The Company appointed M/s. Kala Deepak & Co., Chartered Accountants as Internal Auditors to conduct internal audit of the operations of the Company.
COMPOSITIONOFAUDITCOMMITTEE
Your Company has formed an Audit Committee as per the Companies Act, 2013 and the listing agreement/ SEBI (LODR) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE
Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members
Sr. No. |
Name of Director |
Designation |
Remuneration for nine months ended 31.03.2016 (In Rs.) |
1. |
Ms. Savita Gowda |
Managing Director |
2,475,000/- |
2. |
Mr. Lalit Misra |
Executive Director |
2,475,000/- |
VIGILMECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company and the employees of the Company are made aware of the said policy at the time of joining the Company.
RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.
The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
DEPOSITS
During the period, your Company has not accepted any deposits under Section 76 of the Act (herein after referred to as the "Act") and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31,2016.
LOANS & GUARANTEES
During the period under review, the Company has not provided any loan, guarantee, and security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.
INSURANCE
The properties/assets of the Company are adequately insured.
RELATED PARTYTRANSACTIONS
As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the period under review, the particulars as required in form AOC-2 have not been furnished.
MANAGEMENT DISCUSSION ANDANALYSIS
In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Management Discussion and Analysis forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate Governance Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(a) Conservation of Energy:
(i) the steps taken or impact on conservation of energy:
Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total cost of operations. However, as a part of the Company''s conservation of energy programme, the management has appealed to all the employees/workers to conserve energy.
(ii) the steps taken by the company for utilizing alternate sources of energy;
The Company has not utilized any alternate sources of energy during the period under review.
(iii) the capital investment on energy conservation equipment''s.
There was no capital investment of any energy conservation during the period under review.
(b) Absorption of Technology:
I. The efforts made towards technology absorption:
The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.
The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products.
II. Benefits derived as a result of the above efforts:
As a result of the above, the following benefits have been achieved:
a) Better efficiency in operations,
b) Reduced dependence on external sources for technology for developing new products and upgrading existing products,
c) Expansion of product range and cost reduction,
d) Greater precision,
e) Retention of existing customers and expansion of customer base,
f) Lower inventory stocks resulting in low carrying costs.
III. The Company has not imported any technology during the year period under review;
IV. The Company has not expended any expenditure towards Research and Development during the year period under review.
(c) Foreign Exchange Earnings and Outgo: (Rs. in Lacs )
|
Particulars |
2015-2016 |
2014-2015 |
A. |
CIF value of Goods Imported |
717.80 |
843.61 |
B. |
Value of Goods Exported (FOB and service charges) |
7950.04 |
9802.56 |
C. |
Marketing, Reimbursement, Traveling & Other Expenses |
224.77 |
344.39 |
TRANSFER OF AMOUNTSTOINVESTOREDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Unclaimed/ Unpaid dividend |
Amount (in Rs.) |
F.Y.2008-09 |
83,990/- |
F.Y.2009-10 |
72,923/- |
F.Y.2010-11 |
67,947/- |
F.Y.2011-12 |
72,779/- |
F.Y.2012-13 |
57,968/- |
Members are requested to note that after completion of seven years, no claims shall lie against the said fund or company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014; however the Board has constituted Corporate Social Responsibility Committee and the details of which are disclosed in the Corporate Governance Report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year period Company has not received any complaint of harassment.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year period 2016-2017 to BSE and NSE where the Company''s Shares are listed.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
DETAILS OF ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURTS OR TRIBUNALS THAT MAYIMPACTTHE GOING CONCERN STATUSANDTHE OPERATIONS OFTHE COMPANY IN FUTURE
There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENTS
The Directors would like to thank all shareholders, customers, bankers, financial institutions, medical professionals, business associates, suppliers, distributors and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.
For and on Behalf of the Board of Directors
Sd/- Sd/-
Savita Satish Gowda Lalit Misra
Place: Navi Mumbai Managing Director Excecutive Director
Date: 11.08.2016 DIN No: 00042957 DIN No: 00033689
Jun 30, 2015
Dear Owners,
The Directors have pleasure in presenting their 26th Annual Report on
the business and operations of the Company and the Audited Financial
Statements for the financial business ending on 30th June, 2015.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along
with previous year's figures are given hereunder:
PERFORMANCE HIGH LIGHTS (STANDALONE)
The Financial Results are as follows: (Rs, in Lacs)
Particulars 30.06.2015 30.06.2014
Turnover& Other Income 83,658.66 131,544.54
Profit (Loss) Before
Interest, Depreciation, (31,65.84) 15,873.58
Extra ordinary items &
Tax (EBIDTA)
Interest 9,364.48 5,862.76
Depreciation &
Amortization Expenses 1,925.93 1,535.44
Profit Before Tax &
Extra-ordinary Item (14,456.25) 8,475.39
Exceptional Items 7,663.80
Provision for Tax - 1,301.00
Provision for Deferred
Tax Liability 151.73 212.66
Excess/Short Provision
for Income Tax 3,14.64
Profit (Loss) after
Tax (PAT) (22,586.41) 6,961.72
Earnings Per Share (E.P.S).
- Basic (16.97) 5.23
- Diluted (11.91) 3.69
Note: Previous year's figures have been regrouped/reclassified wherever
necessary to correspond with the current year's
classification/disclosure.
2. DIVIDEND
The Board of Directors has not recommended any equity dividend for the
financial year ended 30th June, 2015 due to losses of the Company.
However, during the year 2013-14 the Company had declared dividend of
18% to the Share Holders. Accordingly total out go in case of Dividend
was Rs 380.05 Lacs during F.Y. 2014 excluding Dividend Distribution Tax
of Rs 64.59 Lacs.
3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The total income from operations has been reduced to Rs. 83,658.66 Lacs
during the year 2014-15 in compare to Rs. 1,31,544.53 Lacs during the
year 2013-14. Similarly, during the year 2014-15 loss of the Company
was Rs. 22,586.41 Lacs whereas during the year 2013-14 the net profit
of the Company was Rs. 6,961.72 Lacs. The main reason of loss during
the year 2014-15 was due to fire in Taloja plant in June 2014 and
subsequent to that there were rejection of goods from the customers due
to quality issues.
Industrial Relations:-
The Employees and Workmen of the entire Company form basis for the
infinite success of your company and hence the Directors deeply express
their gratitude toward the Dedication, Support, Enthusiasm and Hard
work of the Employees.
Human Resources:-
Human resource is a job which calls not only the dedication but also
the harmonious relations to be maintained between lower & middle,
middle & top and Human Resource & all managerial and other working
levels. Your company strongly believes that people are its most valued
resource and their efficiency plays a vital role in success or failure
of any organization, let it be profit oriented or non-profit oriented
organization. A thorough scrutiny, with minimal working papers, is done
before appointing any personal at whatsoever level he may is to be
appointed. We firmly believe the same at the time of sacking an
employee of any level, considering his work experience and time devoted
by him toward our company. Completion of a job assigned and achieving
the set of pre determined goals on timely basis are considered to be on
top priority. Process of any work mechanical, technical or managerial
demands a set of flow of work to be performed. Timely completion of the
work can only be achieved if the person is very much aware of those
flows which, comes after the experience and time spent by the
respective employee. Even the process of the work can be curtailed only
if the grip on the respective work is firm, which again calls for time
and experience an employee has achieved from his dedication in work. So
double thoughts are given before any employee is sacked, because we
believe in team work.
Therefore, the HR department has been casted with an additional
responsibility to regularly conduct several programs across all working
levels which include development programs and formulate employee
friendly policies. One of the major dynamics of these initiatives is
the identification of the high potential employees and charting out
their path to sustain the organizations momentum which further enhances
their capabilities to take and perform at new and higher challenges.
Significant Events During The Financial Year 2014-15:- i) FIRE IN THE
PLANT :-
In June 2014, there was a huge fire in the Taloja plant which has led
to huge losses to the Company. The Company has applied for the
Insurance Claim of Rs. 3,869.57 Lacs however, till now only Rs 1,000
Lacs have been received from the Insurrance Company. Insurance company
has asked for the several document/explanations which Sharon has
complied. Sharon is hopeful that before 31st December, 2015 full
Insurance amount will be released. The released amount of Rs 1000.00
Lacs have been fully adjusted towards loans availed from various Banks.
ii) DEBT RESTRUCTURING :-
During the year, Company's debt was restructured under the JLF
Mechanism. The consortium of bankers at its meeting held on March 17,
2015 had approved the Restructuring package of the Company with the
cut-off date asSeptember01,2014
The Restructured package includes inter alia reduction in the existing
rate of interest, re-schedulement for repayment of loans, conversion of
excess drawing power in C.C. and O.D. accounts including devolved
letter of credit and standby letter of credit into working capital Term
Loan [WCTL] and additional infusion of funds by the promoters, etc.
The company has passed the necessary entries in the books based on the
terms of the restructuring package and accounted for the same as on the
reporting date. Any difference in the interest/other charges as agreed
in the restructuring package shall be adjusted on final determination.
iii) FOREIGN CURRENCY CONVERTIBLE BONDS :-
The company had issued 165 Nos. of Zero Coupon Foreign Currency
Convertible Bonds of US$ 1,00,000 each aggregating to US$ 16.5 Million
on 27, Nov 2007. These Bonds are convertible Bonds at the option of
bond holders into equity shares of Rs. 10/- each fully paid at the
conversion price of Rs. 315/- per share initially but now conversion
price has been reset to Rs. 228.04/- per share, subject to the terms of
issue, with a fixed exchange rate of Rs. 39.15 equal to US$ 1.00 within
5 years and 7 days from the date of issue.
The bondholders have agreed to extend the bonds for the further period
of 5 years. Bondholders have agreed to extend the period between one
year to five years and interest to be paid between LI BOR 3.50% - 5%
per annum, as per the ECB guidelines. The bondholders have given their
consent as stated above and the company's authorized dealer has
submitted the documents to Reserve Bank of India (RBI), accordingly.
The Company is still in process of issuing new Bonds of US$ 8.046
Million from 30th Nov, 2013. However application for this B series
bonds have been filed to RBI. These Bonds are convertible Bonds at the
option of bond holders into equity share of Rs.2/- each fully paid at
the conversion price of Rs. 28.85/- per share, subject to the term of
issue within 3 years from the date of issue.
iv) SHARE CAPITAL :-
A. Convertible Warrants:
The Company has issued 1,61,11,000 convertible warrants of Rs. 2/- each
@ premium of Rs. 48/- each during the year. Out of which 67,15,400
warrants were exchanged against 67,15,400 equity shares of Rs. 2/- each
@ premium of Rs. 48/-on 30.03.2015. Further 66,51,300 warrants were
exchanged against 66,51,300 equity shares of Rs. 2/- each @ premium of
Rs. 48/- on 10.06.2015. Atotal of 27,44,300 warrants are still pending
for conversion.
B. Employees Stock Option Plan:
During the year under review, your Company has not granted any further
options to employees/Directors, under Sharon ESOS 2010. The total
number of options Granted as at the end of year are 3,79,953 out of
these all 3,79,953 have vested as on 30th June 2015. These figures are
based on a face value of Rs.10/- each and prior to issue of bonus
shares. The actual number of options will be revised due to corporate
action undertaken during the year for issue of shares on sub-division
of face value to Rs.2 from Rs.10 and issue of bonus shares in the ratio
of 1 for every 1 held.
Material changes and commitments if any affecting the financial
position of the company occurred between the end of the financial year
to which this financial statements relate and the date of the report.
United State Food and Drug Inspection (USFDA) :-
The months of July & August were exciting times with the US FDA
conducting a surprise audit of both the API Facility in Taloja and also
the Formulation Facility in Dehradoon. Although, there has been no
conclusion by the US FDA to our responses submitted against the
Inspection findings, we believe there will be no serious difficultly in
closing out the same with the US FDA in due course once we pay the
GDUFA Fees ($ 768,075.83) which are outstanding.
4. MANANGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India is presented in a separately forming part of this
Annual Report
5. CREDIT RATING
Credit Analysis & Research Limited (CARE) has assigned 'BB-' from
BBB-for the Long Term Bank facilities and 'A 4' from A3 forthe Short
Term banking facilities of our company.
6. CONSOLIDATED FINANCIAL STATEMENTS
The company has one Wholly-Owned Subsidiary in UAE in the name of
"Yusur International, FZE".
The audited consolidated accounts and cash flow statements, comprising
of the company and all its subsidiary companies appear in this annual
report together with the auditors' report on the consolidated accounts.
The consolidated accounts have been prepared in accordance with the
accountig standard prescribed by the Institute of Chartered Accountant
of India.
As per clause 32 of the Listing Agreement the consolidated financial
statements of the company with its subsidiaries form part of the annual
report. The copies of the audited annual accounts of the company's
subsidiaries and other related documents can also be sought by any
members of the Company or its subsidiaries on making a written request
to the Company Secretary in this regard. The annual accounts of the
subsidiary companies are also available for inspection by any member at
the company's and/or the concerned subsidiaries' registered office.
7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
A report on the performance and Financial Position of the
Subsidiary/Joint Venture /Associate Company as per the Companies Act,
2013 is provided in the Consolidated Financial Statement and hence not
repeated here for the sake of brevity.
8. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 of the Companies Act,
2013 the Board hereby submit its responsibility Statement :-
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) 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 30th June,2015 and of the profit and loss of the
company for the year ended on that date;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
f) 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.
9. CORPORATE GOVERNANCE
In Pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on Corporate governance, together with a
certificate from the Company's auditors confirming compliance of the
conditions of Corporate Governance as stipulated under the said clause
is set out separately as Annexure forming part of this report.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 188 is furnished in "Annexure B" and is
attached to this report.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted Corporate Social Responsibility Committee
and also framed the Corporate Social Responsibility Policy during the
year. However being in Loss in the current Financial year and
considering the last two years of Profit the impact concluded final was
Loss. Hence no CSR activity was carried out.
12. RISK MANAGEMENT POLICY
The Company has in place a mechanism to inform the Board about the risk
assessment and minimization procedures and periodical review to ensure
that management controls risk through means of a properly defined
framework. The Company has formulated and adopted risk management
policy to prescribe risk assessment, management reporting and
disclosure requirements of the company.
13. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THEYEAR
At the end of the financial year and the date of the report under
review of the Board of Directors, on recommendation of the Nomination
and Remuneration Committee and subject to the approval of the members
in the general meeting have consented the Re-appointment of Mrs. Savita
Gowda as the Managing Director of the Company and Mr. Lalit Misra as
the Whole-time Director of the Company.
Mr. Lalit Misra, Director of the Company was appointed as the Chief
Financial Officer of the Company in place of Mr. Mohan Kala who
resigned as the Chief Financial Officer during the year.
Mr. Vijay Kirpalani, Whole-time Director of the Company and Mr. Asif
Rangwala, Independent Director of the Company have stepped down from
their Directorship of the Company.
During the year under review CS Archana Andhare was appointed as the
Company Secretary and Key Managerial Personnel of the Company. Further
on CS Archana Andhare's resignation, CS Viral Vora was appointed as the
Company Secretary and Key Managerial Personnel of the Company.
14. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement so as
to qualify themselves to be appointed as Independent Directors.
15. AUDITORS AND AUDITORS'REPORT
Statutory Auditors:
M/s Shyam C. Agrawal & Co., Chartered Accountants were appointed as
Statutory Auditors for a period of three years in the 25th Annual
General Meeting held on 17th December, 2014 subject to the ratification
by Members at every subsequent Annual General Meeting. The appointment
of M/s Shyam C. Agrawal & Co. will be placed before the Members at this
Annual general meeting for ratification.
Cost Auditor:
Pursuant to section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit)Rules, 2014 as amended from time to
time, the Cost Audit records maintained by the Company is required to
be audited. Your Directors have, on the recommendation of the audit
committee appointed M/s Kasina & Associates to audit the cost accounts
of the company for the financial year 2015-16.
M/s Kasina & Associates have confirmed their eligibility to be the cost
Auditors and have been appointed to conduct Cost Audit of the Companies
'records forth financial year 2015-16
Secretarial Audit:
Pursuant to the provisions of the section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Kaushal Doshi &
Associates to undertake Secretarial Audit of the Company. The report of
the Secretarial Audit is annexed herewith as 'Annexure B"
16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are
included in the Corporate Governance report which forms part of this
report.
17. WHISTLE BLOWER/VIGIL MECHANISM
The company has established Whistle blower/ Vigil Mechanism through
which its Directors, Employees and Stakeholders can report their
genuine concerns about unethical behaviors, actual or suspected fraud
or violation of the Company's Code of Conduct or ethics policy. The
said policy provides for adequate safeguards against victimization and
also direct access to the higher authorities
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
20 (Twenty) meetings of the Board of Directors were held during the
year, for further details, please refer report of Corporate Governance
of this Annual report.
19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OFTHE COMPANIES ACT. 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
20. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy:
iii. Technology Absorption, Adoption and Innovation :
Shifting from furnace oil to LPG, which is more eco-friendly and
economical, for Formulation Plant in Dehradun.
21. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, is furnished and attached in 'Annexure C" of this Report.
22. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
23. INSURANCE
All the properties of the Company, including the Plants & Machineries
and Raw Material, Semi-Finished, Finished Goods in possession of
company along with the stocks lying with Job workers, have been
adequately insured.
24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 are included
in the Corporate Governance report which forms part of this report.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE
There is no material impact of orders passed by the Court &Tribunals
during the year.
In response to the qualifications in the Auditors report;
i) The company has a Litigation still pending in Delhi High Court.
ii) The company has already transferred the amount to IEPF account on
01/07/2015.
iii) The company is unable to pay the statutory dues as on date however
the same will be cleared in due course of time.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of section 197 of the Companies Act, 2013
read with relevant Rules, none of the employees were in receipt of the
remuneration of that year of Rs.60,00,000/-p.a.or more for the year or
Rs.5,00,000/-p.mormore.
27. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed on
your Company.
On Behalf of the Board
Sd/-
Place: - Mumbai Savita Satish Gowda (Ms.)
Date: 29.08.2015 DIN No: 00042957
(Chairperson & Managing Director)
Jun 30, 2014
Dear Owners,
The directors are pleased to present their 25th Annual Report on the
business and operations of your Company together with the Audited
Statement of Accounts and the Auditors Report for the financial period
ended 30th June, 2014. The Financial highlights for the period under
review are given below.
COMPANY''S PERFORMANCE:
Days have been lapsed for the dictum stating, "the strong only getting
stronger".
Exemplary performance has been achieved by your company against the
backdrop of a downbeat economy, cash crunch market, volatile global
pharmaceutical landscape, rabid competition with limited resources. Our
performance this year is not only a natural progression of the momentum
that we have generated over the two decades but also the vindication of
our long range strategy to focus on improvement on existing flow of
work accompanied with harmonious & flawless execution of performance
and above all complete focus on Research & Development.
This year been marked where we have enhanced our technology &
production capabilities and capacity, ventured into new markets with
new and improved products and given a new and better shape to our
management and leadership bandwidth.
We at Sharon along with our no sleep work force very much believe in
our clean and transparent endeavor of hard work and achieving the
results keeping in mind not only the limited resources we experience
from time to time but also the time span within which the work should
be performed by the company as a whole along with keeping a vigil at
what society wants and our ability to pre-empt and further,
anticipating challenges and turning them into opportunities. All the
problems and constraints are first to be acknowledged and further
broken into as many as possible fragments which help us to locate where
exactly the problem persist. Fragmenting the constraints makes it easy
and gives our work force the oomph to crack and takedown any challenge
let it be existing, upcoming or a prevailing one having a chronicle
effect because of being undetected due to any circumstances.
All the limbs of Sharon have to perform equally and harmoniously to get
the best results not only in the term of profitability but also in
upbringing the culture, market capitalization, growth, stability,
expansion and market penetration with our new products & improvement in
our current manufacturing processes by curtailing the unwanted
manufacturing processes bearing in mind the responsibility toward the
environment and society. We consider it not as a responsibility but as
an obligation because we our self are a part of it and it makes us feel
home like.
Cost cutting been considered a very effective tool that your company
always follow. However, free hand was and is always granted to Research
& Development activities. We at Sharon consider Research & Development
as a back bone of any pharmaceutical company. Growth cannot be
achieved, sustained and stabilized unless and until the new and
improved products penetrate the market with improved results, low cost,
high margins and penetrating into new and upcoming market places.
SBML under the vision of its directors and quest for sustainable growth
along with your faith in us have achieved the turnover of Rs.
131,376.82 lacs for the year ended 30th June, 2014 as compared to the
turnover of Rs. 105,949.66 Lacs which was achieved during the previous
year ending as on 30thJune, 2013.
The Financial Results as follows : ( '' in Lacs )
30.06.2014 30.06.2013
Particulars Standalone Consolidated Standalone Consolidated
Turnover &
Other Income 131,544.54 132,672.62 106,038.31 107,470.81
Profit Before
Interest,
Depreciation, 15,873.58 15,944.35 12,137.51 12,222.73
Extra ordinary
items & Tax
(EBIDTA)
Interest 5,862.76 5,863.00 4,305.80 4,306.13
Depreciation &
Amortization
Expenses 1,535.44 1,535.44 1,212.78 1,212.78
Profit Before
Tax & Extra-
ordinary Item 8,475.39 8,545.91 6,618.96 6,703.82
(P.B.T).
Provision for
Tax. 1,301.00 1,301.00 1,200.00 1,200.00
Provision for
Deferred Tax
Liability. 212.66 212.66 133.06 133.06
Profit after
Tax ( P. A. T ) 6,961.72 7,032.25 5,285.90 5,370.76
Earnings Per
Share ( E. P. S ).
- Basic * 5.23 * 5.27 50.07 50.87
- Diluted * 3.69 * 3.72 48.42 49.20
* Please note that EPS has been reduced because the equity shares has
been split in the ratio of 10:2, that is to say the face value of
equity share originally which was Rs. 10/ has been reduced to Rs. 2
each. Thereby, the holder of 1 equity share of face value of Rs. 10/-
received 5 equity share with new face value of Rs. 2/- each.
Further, the Bonus equity shares were also issued to the share holders
to the tune of 1:1. Thereby the share holders received the double
number of shares as they were holding.
Operational Performance:
To the members :
It gives the directors of your company an immense pleasure to present
you the 25th Annual Report of your Company along with the review &
comparison reports of its total income, earning per share, dividend and
other expenses, both on Standalone and consolidated basis. The Report
reviews the company''s operations covering products of APIs, API-
intermediates, bulk drugs, formulations, oral dosages, ointments,
tabsules, capsules, tablets, research & development and Toxicology.
Performance Review:
While the total standalone income stood at Rs 131,544.54 Lacs the
consolidated Income is Rs. 132,672.62 Lacs. The Standalone Profit in
current year 2013-2014 stood to Rs. 6,961.72 lacs against Rs. 5,285.90
Lacs in the previous year 2012-2013.
Your company have booked total sales by enhancing 21.91% as compared to
last year. During the last fiscal year your company have achieved net
profit of 69,61.72 lacs showing an appreciation of 31.70% on an
annualized basis thereby enhancing your company''s profitability by
17.32% as compared to last fiscal year.
Dividend :
To see a broad smile on the faces of the owners your company wish to
recommend, subject to approval of its shareholders at its ensuing
Annual General Meeting, the dividend payout of Rs.380,04,840 as
compared to Rs.158,35,350 which was paid during the last fiscal year to
its shareholders, thereby giving an increase of 240% as compared to
last year''s dividend payout. Subject to shareholder''s approval your
company have recommended dividend % to be 18%, making it a handsome
hike of 20% as compared to last fiscal year.
The total dividend payout in terms of money accounts to Rs. 4,44,63,763
including the dividend distribution tax.
Share Capital :
During the year under review the company''s paid-up equity share capital
has been enhanced by Rs. 10,55,69,000 (Rupees Ten Crore Fifty Five Lacs
Sixty Nine Thousand only) consequent to the allotment of 5,27,84,500
bonus equity shares of Rs. 2/- each.
The original equity share capital of Rs. 10,55,69,000 (Rupees Ten Crore
Fifty Five Lacs Sixty Nine Thousand only) aggregating from 1,05,56,900
number of equity share, face value of Rs. 10/- each has been split into
5,27,84,500 number of equity shares, face value of Rs. 2/- each. That
is to say that every holder of equity share, the face value of which
was Rs. 10/- each was allotted 5 new equity shares, face value of
which is Rs. 2/- each. The bonus shares to the equity share holder has
been issued in the ratio of 1:1, Every holder of equity share has been
issued the same number of equity share as held by them.
Further, stock split and bonus shares has been issued after getting the
consent of shareholder by postal ballot and approval from all statutory
authorities under which company is governed.
Expansion :
Expansion and gloom in a humans body and mental level are the judging
factor of their growth, health, vision, stability and sustainability in
this concrete jungle, that we stay in.
On the same footing even a company is judged very stringently not only
by humans but also by other peers, rivals and other companies of
different business segments, corporate investors, FII''s, Mutual Funds,
retail investors and HNI''s. Expansion or no expansion or a negative
expanding makes a direct nexus between the organization and its going
concern.
Having a sharper view and associated with experience professionals, the
management of your company expanded in formulation unit and research &
development activities. Rs. 85 Crores (Rupees Eighty Five Crores) had
already been deployed in expansion of formulation plant located at
Uttarakhand. It is our pride to let the owners know that your company
has successfully invested more than Rs. 85 Crores (Rupees Eighty Five
Crores) in the expansion of formulation plant located at Uttarakhand.
The outcome of which can even be evaluated by a layman. In term of
production quantity enhancement, the expanded plant can now produce
more than double as compared to one year back, with hardly any room
left for any sort of wastage or damage. It was again the timely
completion of our project work which gave us the upper hand and helped
us battle the sales and other opportunities which got demolished after
one of our old API''s plant was disturbed by the fire, which took place
in the month of June, 2014.
The management of your company have never neglected the technical
expect, in-fact a dedicated team of engineering department has not only
contributed in enhancing the production quantity to double but has also
significantly reduced the cost of expansion with their years of
experience. The credit of expansion goes not only to the Sharon''s
departmental teams but also to the Bankers which had put their trust
and supported Sharon for their expansion plans.
The capital Investment of Rs.30 Crores (Rupees Thirty Crores Only) has
also been done in API & API Intermediates units located at MIDC,
Taloja. Feeding to the export orders first and to minimize the
breakdown of any kind, process or technical, management of your company
felt it necessary to expand its API units, which gives a great chunk of
contribution towards the revenue generated from operations.
SA-Ford:
Management of your company is very much bullish on the service industry
of India which is and will be having an upper hand from rest of the
countries for more 50 years till some African countries take it over.
Toxicology studies, has given your company an edge over others. This
division of your company started generating margins from the 4th year
of its operation itself. It has given management a different dimension
to enter into service sector that will be making a big impact in the
business industry of India and abroad in near future. SA-ford,
unambiguously is functional as per the
International standards and was established & lead by Mr. Kramer a
German national scientist who dedicated more than T half the decade
with Sharon as SA-ford Head with his years of experience and expertise
in the field of toxicology studies. Your company have also obtained
success in achieving approval from Argentina authorities for
establishing a unit for GLP toxicology studies.
Management Review 2013 - 2014 :
The year 2013-2014 was very struggling and challenging year not only
for Sharon but even for almost all manufacturing and service
industries. However, having a bullish view on pharmaceutical industry
of India and anticipating a stable and business friendly government in
near future your company had invested a major chunk in expanding its
formulation unit located at Selaqui, Uttarakhand. Due to above action
considered good by the management of your company the production
capacity has been doubled as compared to previous years.
Further, moving a step ahead during the year 2013-2014 your company got
the Expanded Area inspected by United Kingdom - Medicine & Health Care
Product Regulatory Agency (UKMHRA) for Good Manufacturing Practices for
both tablets and capsules. The positive outcome of which may be
conveyed to the owners at the annual general meeting. This move will
carter the excess market demand and fill up the back log of export
orders pending for a while.
The political stability can be seen at the end or say at the beginning
of this fiscal year, which clearly shows one sided voting for a
political party and having a bold & transparent Prime Minister, having
a logo, "Make in India" who is not only business friendly but also
having a soft corner for every hard working Indian, we predict a
shinning and glowing future for not only manufacturing industry but
also for the service industry and entire nation.
Please refer Management Discussion & Analysis of this report for a
detailed elaboration.
Industrial Relations :
The Employees and Workmen of the entire Company form basis for the
infinite success of your company and hence the Directors deeply express
their gratitude toward the Dedication, Support, Enthusiasm and Hard
work of the Employees.
Human Resources :
Human resource is a job which calls not only the dedication but also
the harmonious relations to be maintained between lower & middle,
middle & top and Human Resource & all managerial and other working
levels. Your company strongly believes that people are its most valued
resource and their efficiency plays a vital role in success or failure
of any organization, let it be profit oriented or non-profit oriented
organization. A thorough scrutiny, with minimal working papers, is done
before appointing any personal at whatsoever level he may is to be
appointed. We firmly believe the same at the time of sacking an
employee of any level, considering his work experience and time devoted
by him toward our company. Completion of a job assigned and achieving
the set of pre determined goals on TIMELY basis are considered to be on
top priority. Process of any work mechanical, technical or managerial
demands a set of flow of work to be performed. Timely completion of the
work can only be achieved if the person is very much aware of those
flows which, comes after the experience and time spent by the
respective employee. Even the process of the work can be curtailed only
if the grip on the respective work is firm, which again calls for time
and experience an employee has achieved from his dedication in work. So
double thoughts are given before any employee is sacked, because we
believe in team work.
Therefore, the HR department has been casted with an additional
responsibility to regularly conduct several programs across all working
levels which includes development programs and formulate employee
friendly policies. One of the major dynamics of these initiatives is
the identification of the high potential employees and charting out
their path to sustain the organizations momentum which further enhances
their capabilities to take and perform at new and higher challenges.
Particulars of Employees :
None of the employees of the Company were paid remuneration of
Rs.60,00,000/- p.a. or more for the year or Rs.5,00,000/- p.m. or more
and hence the information required under section 217 (2-A) of the
Companies (Particulars of Employees) Rules, 1975 is not required to be
given.
Employee Stock Option Scheme :
During the year under review, your Company has not granted any further
options to employees/Directors, under Sharon ESOS 2010. The total
number of options Granted as at the end of year are 217065 out of these
140724 have vested as on 30th June 2014. These figures are based on a
face value of Rs.10/- each and prior to issue of bonus shares. The
actual number of options will be revised due to corporate action
undertaken during the year for issue of shares on sub-division of face
value to Rs.2 from Rs.10 and issue of bonus shares in the ratio of 1
for every 1 held.
iii. Technology Absorption, Adoption and Innovation :
a. Upgraded the old utilities of API plants located at MIDC, Taloja.
b. Upgraded the cooling/chilling plant for its API plants located at
MIDC, Taloja.
c. Shifting from furnance oil to LPG, which is more eco friendly and
economical, for API plants located at MIDC, Taloja.
Insurance:
All the properties of the Company, including the Plants & Machineries
and Raw Material, Semi-Finished, Finished Goods in possession of
company along with the quantity with Job workers, have been adequately
insured.
FIRE LOSS ; Abnormal & Unavoidable in Nature :
During the month of June, 2014 fire occurred at one of our old API''s
Plant at W-34 & W-34/1, MIDC, Taloja, Dist.- Raigad, Maharashtra.
However, during the fire no human loss has been resulted. However, the
loss of Rs.22,15,65,820/- (Rupees Twenty Two Crores Fifteen Lacs Sixty
Five Thousand Eight Hundred Twenty) has been reported on account of
stock lying at the plant area along with the capital loss of Rs.
14,58,69,468/- (Rupees Fourteen Crores Fifty Eight Lacs Sixty Nine
Thousand Four Hundred Sixty Eight) of Plant & Machinery on Written Down
Value basis.
Your directors had opted for the replacement insurance policy instead
of normal insurance policy on capital goods. Thereby, you will be
pleased to know that your company will be receiving the current
replacement value of plant & machinery that has been lost due to fire
and not the Written Down Value of Plant & Machinery lost in fire.
Keeping uncertainty on mind your company have taken the loss of profit
policy, in case the profit of company is hampered in any form. Your
company has put up the total claim of approx Rs.40,00,00,000 (Rupees
Forty Crores) including the loss of factory building and some furniture
& fixtures.
Further, it would be worth noting that because the fire had occurred in
the last month of the financial year 2014, therefore, there was
negligible operational loss of production and sales pertaining to the
reporting period ending as on 30th June, 2014. To refrain the impact of
production & sales loss that would have had surely been casted on the
future months on production & sales, the management of your company
took the immediate corrective steps by making the tie- ups with some of
the job work at some other factory sites so as to carter the production
& marketing demand.
Fixed Deposits:
The Company has not accepted any Deposits within the meaning of Section
58A & section 58AA of the companies Act, 1956 and the rules made there
under.
Directors:
In Accordance with the provision of Companies Act 1956, and Articles of
Association of company, Mr. Vijay Kirpalani (DIN: 00033759) Director of
the company is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offered himself for re-appointment.
In terms of Section 149 of the Companies Act, 2013, Mr. Harish
Palecanda (DIN No.: 02797391), Dr. Nivvedita Patil (DIN No.: 00344641)
and Mr. Madhav Sapre (DIN No.: 06715632) are being appointed as the
Independent Directors for the period of five (5) years w.e.f. 1st
April, 2014, and Mr. Asif Taiyabbhai Rangwala (DIN No.: 00054035) is
being appointed as the Independent Director for the period of five (5)
years w.e.f. 15th May, 2015 and are not liable to retire by rotation.
Mr. Sanjay Shah, Dr. V.N. Badoni and Mr. Drunal Shah have been resigned
during the year.
Declaration to the effect that the proposed appointees meet the
criteria of independence as provided in Section 149(6) of the Companies
Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Exchange has been received from each of the aforesaid Independent
Directors.
Credit Rating:
Credit Analysis & Research Limited (CARE) has enhanced our credit
rating and assigned ''BBB -'' from BB for the Long Term Bank facilities
and ''A 3'' from A 4 for the Short Term banking facilities of our
company.
The Foreign Bondholders have big faith in working and business policies
followed by the management of your company. They have thereby agreed to
extend the period of Foreign Currency Convertible Bonds (FCCB) loan for
the period of further 5 years, with reduced cost of interest @ LIBOR
3.50% which accounts approx 5% per annum interest rate.
This is the cheapest fund available in the market that a corporate can
avail that so without any dispute between bondholders and your company.
Auditors:
M/s. Shyam C. Agrawal & Co., Chartered Accountants, retire as Auditor
of the company at the conclusion of ensuing Annual General Meeting and
has confirmed their eligibility and willingness to accept the office of
Auditor, if re-appointed. Accordingly, the said Auditor will be
re-appointed as Auditor of the company at the Annual General Meeting
for the period of 3 years.
The Auditors have confirmed that they have subjected themselves to the
peer review process of the Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the Peer Review Board of
the ICAI.
Audit Committee:
The Audit Committee has been constituted by the company pursuance to
section 292(A) of the Companies Act, 1956 and under clause 49 of the
Listing Agreement.
Consolidated Financial Statements :
The company has one Wholly-Owned Subsidiary in UAE in the name of
"Yusur International, FZE".
The audited consolidated accounts and cash flow statements, comprising
of the company and all its subsidiary companies appear in this annual
report together with the auditors'' report on the consolidated accounts.
The consolidated accounts have been prepared in accordance with the
accounting standard prescribed by the Institute of Chartered Accountant
of India.
As per clause 32 of the Listing Agreement the consolidated financial
statements of the company with its subsidiaries form part of the annual
report. The copies of the audited annual accounts of the company''s
subsidiaries and other related documents can also be sought by any
members of the Company or its subsidiaries on making a written request
to the Company Secretary in this regard. The annual accounts of the
subsidiary companies are also available for inspection by any member at
the company''s and/or the concerned subsidiaries'' registered office.
Directors'' Responsibility Statement :
Pursuant to 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.
ii. That they 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 at the end of the financial year and of the profit or loss
of the company for that year.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision 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 have been prepared on a going concern basis.
Corporate Governance :
In Pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on Corporate governance, together with a
certificate from the Company''s auditors confirming compliance of the
conditions of Corporate Governance as stipulated under the said clause
is set out separately as Annexure forming part of this report.
Acknowledgments :
Your director wish to place record their sincere appreciation and
thanks for the valuable cooperation and support received from the
employees of the company at all the levels, Company''s Bankers, Lenders,
Suppliers, Customers, Government Authorities, Business Partners and
Members of the company and look forward for the same in greater measure
in the coming years.
On Behalf of the Board
Sd/-
Place: - Mumbai Savita Satish Gowda (Ms.)
Date: 21.11.2014 (Chairperson & Managing Director)
Jun 30, 2013
Dear Shareholders,
The directors are pleased to present their 24th Annual Report on the
business and operations of your Company together with the Audited
Statement of Accounts and the Auditors Report for the financial period
ended 30th June, 2013. The Financial highlights for the period under
review are given below.
COMPANY''S PERFORMANCE:
Your Company has achieved turnover of Rs. 105,949.66 lacs for the
year-ended 30.06.2013 as against the turnover of Rs. 78,506.14 Lacs
fortheyear-ended 30.06.2012.
The Financial Results as follows:
(Rs.in Lacs)
30.06.2013 30.06.2012
Particulars Standalone Consolidated Standalone Consolidated
Tumover& Other Income 106,038.31 107,470.81 78,598.83 80,537.78
Profit Before
Interest, Depreciation, 12,137.51 12,222.73 9,620.49 9,736.73
Extra ordinary
items & Tax (EBIDTA)
Interest 4,305.80 4,306.13 3,425.97 3,426.21
Depreciation &
Amortization Expenses 1,212.78 1,212.78 886.38 886.38
Profit Before Tax
& Extra-ordinary Item 6,618.96 6,703.82 5,308.14 5,424.14
( P. B. T ).
Provision for Tax. 1,200.00 1,200.00 910.00 910.00
Provision for Deferred
Tax Liability. 133.06 133.06 233.56 233.56
ProfitafterTax(P.A.T) 5,285.90 5,370.76 4,161.44 4,277.44
Earnings Per
Share (E. P. S).
-Basic 50.07 50.87 39.42 40.52
-Diluted 48.42 49.20 38.12 39.19
Operational Performance:
To the members :
The Directors of your company are pleased to present the 24th Annual
Report of your Company along with the review & comparison reports of
its total income, earning per share, dividend and other expenses, both
on Standalone and consolidated basis. The Report reviews the company''s
operations covering products of APIs, API-intermediates, bulk drugs,
formulations, oral dosages, ointments, tabsules, capsules, tablets,
research & development and Toxicology.
Performance Review:
While Standalone above total Income stood at Rs 106038.31 Lacs the
consolidated turnover was Rs. 107470.81 Lacs. The Standalone Profit in
current year 2012-13 is Rs. 5285.90 lacs against Rs. 4161.44 Lacs in
the previous year 2011-2012.
Your company have booked total sales by enhancing 34.96% of sales as
compared to last year. During the last fiscal year your company have
achieved net profit of 5285.90 lacs showing an appreciation of 27.02%
on an annualized basis.
Expansion & Payout:
The company''s policy been followed, with more Investment in tangible
assets rather than doing unfruitful expenditure, however, no compromise
been done with research & development activities.
Having a sharper view and associated with experience professionals the
management of your company have given a free way for expansion in
formulation unit and research & development activities. It is our pride
to let the owners know that your company has successfully invested more
than Rs. 70 Crores (Rupees Seventy Crores Only) in the expansion of
formulation plant located at Uttarakhand. In term of production
quantity enhancement, the expanded plant can now produce more than
double as compared to one year back, with hardly any room left for any
sort of wastage or damage. Keeping a positive view, in long run, on
international markets and margins & benefits entwine with them, major
focus been put on expansion in plant & machinery and research &
development activities associated with new & existing drugs, new
processes or improvement or cutting down of any existing process with
more beneficial results. The management of your company have never
neglected the technical expect, in-fact a dedicated team of engineering
department has not only contributed in enhancing the production
quantity to double but has also significantly reduced the cost of
expansion with their years of experience. The credit of expansion goes
not only to the Sharon''s departmental teams but also to the Bankers
which had put their trust and supported Sharon for their expansion
plans.
The capital Investment of Rs. 10 Crores (Rupees Ten Crores Only) has
also been done in API & API Intermediates units located at Ml DC,
Taloja. Feeding to the export orders first and to minimize the
breakdown of any kind, process or technical, management of your company
felt it necessary to expand its API units, which gives a great chunk of
contribution towards the revenue generated from operations.
SA-Ford:
Management of your company is very much bullish on the Toxicology
studies, which has given company an edge over others. This division of
your company started generating margins from the 3rd year of its
operation itself. It has given management a different dimension to
enter into service sector that will be making a big impact in the
business industry of India and abroad in near future. SA-ford,
unambiguously is functional as per the International standards and was
established & lead by Mr. Kramer a German national who dedicated his 5
years, with Sharon as SA-ford Head, of his decades of experience and
expertise in the field of toxicology studies. Your company have also
obtained success in achieving approval from Argentina authorities for
establishing a unit for GLP toxicology studies.
Taking the transparent view the management of your company intends to
reward the shareholders by recommending dividend of Rs. 1.50/- per
share on equity share of Rs. 10/- each (i.e 15%), for the period under
review to its eligible members after the approval by the members at its
24th Annual General Meeting (AGM).
The total dividend payout will aggregate to Rs. 158.35 Lacs and the
dividend distribution tax payable by the company would amount to Rs.
26.91 lacs. The total outflow of funds would be approx Rs. 185.26 Lacs.
Reduction of 3% in dividend as compared to previous years is due to the
expansion in formulation unit at Uttarakhand, keeping a vigil and track
on the margins, opportunities, competitors, threats & other
contingencies those are associated with the development and penetration
of new products into domestic & international markets. Small savings
now, turn to be super savers later.
Management Review 2012-13:
As we narrated in our 23rd Annual Report about the political turmoil,
debt crisis in european and middle east countries and natural
calamities, which still exists and have now even taken a sharper turn.
Natural calamities, being inevitable, have not only horrified the
entire world but have shaken India with lives and monetary losses and
opportunities those were foreseen in the newly developed state of
Uttarakhand. State of Uttarakhand will take years to come up from the
incident which swallowed thousands of local residents & devotees and
made a financial loss of billions of rupees. However, the management of
your company leaves no stone unturned when it comes to charity, as
Sharon says it Sharing. The management of your company have donated not
only direct cash to the affected & distressed residents of Uttarakhand,
who were ignored by local NGO''s & political parties, but also
distributed medicines, food, clothes through its own sources to be
ensured that needy are served, beside holding blood donation I
campsatvariousoccasions.
The situation about the debt ridden European & middle east countries,
have taken a wider lap, by including some of the developed western
countries into its circle. Further, bad turned worst, by following
the wrong business policies implemented and accounted by the ministry
of commerce and trade of the government of India. Fuel, being a major
component for any manufacturing company, is not stable in the terms
of money, which force all the entities & person to re- schedule all
their business modules and working strategies. This further, has been
made more complicated, monotonous and tedious by induction of new
laws and adamant time barring statutory requirements of several Acts
& Laws loaded on business entities along with other scrutiny and
demand notices issued by the various revenue departments of government
of India. All the business entities were having great expectations
from the Ministry of Commerce, government of India, regarding the
corrective steps for foreign & business policies, which were ignored
and a huge reduction, variation & unstability were noticed in GDP
growth, Inflation, Value of Rupee, Export and Import during the last
& current fiscal year, which may continue and make more bad impact
on the economy of our country.
However, being loaded with wide range of consumers, mass Educated
Population, rural population, wide geographical area, undeveloped
infrastructure, scattered market, unorganized Industries and efficient
transportation system within and outside India by Roads, Air or water,
all these factors turns India into the perfect hub for business for
next 50 years.
Industrial Relation:
The Employees and Workmen of the entire Company form basis for the
infinite success of your company and hence the Directors deeply express
their gratitude toward the Dedication, Support, Enthusiasm and Hard
work of the Employees.
Human Resources:
Currently the work of HR has been widened with the scope to carter the
need of all the units and divisions of your company along with
maintaining the harmonious relations between all the work staff of all
departments at distinct locations and units.
Happy employees are key to success, following the old policy of
company, social events and other occasions were celebrated.
All these events were managed and organized by the Human Resource and
the intention was to attach all the employees within one single
stringfor the cordial relations among all working staff.
Particulars of Employees:
None of the employees of the Company were paid remuneration of
Rs.60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or
more and hence the information required under section 217 (2-A) of the
Companies (Particulars of Employees) Rules, 1975 is not required to be
given.
Employee Stock Option Scheme:
a) The Compensation Committee of the Board granted 148,850 options to
selected employees and directors of the company under Sharon ESOS 2010.
109,250 options been granted to selected old employees and 39,600
options been granted to selected new employees. Each option is
convertible into one equity share of 10/- each at exercise price of
171/- per share. The options granted would vest over a vesting period
of 4 years from the date of grant.
b) The closing market price of share on 31st December, 2010, a day
prior to the date of grant on BSE was Rs. 171/- per share. This is
considered as market price as per SEBI (Employee Stock Option Scheme &
Employee Stock Purchase Scheme) guidelines, 1999. As per this the
intrinsic value per option works out to be Nil, as the options have
been granted market price of Rs. 171/-per share.
iii. Technology Absorption, Adoption andlnnovation :
a. Upgraded the old utilities of API plants located at MIDC, Taloja.
b. Upgraded the cooling/chilling plant for its API plants located at
MIDC, Taloja.
c. Shifting from furnance oil to LPG, which is more eco friendly and
economical, for API plants located at Ml DC, Taloja.
Insurance:
All the properties of the Company, including the Plants & Machineries
and Raw Material, Semi-Finished, Finished Goods in possession of
company alongwith the quantity with Job workers, have also been
adequately insured.
Fixed Deposits:
The Company has not accepted any Deposits within the meaning of Section
58Aof the companies Act, 1956 and the rules made there under.
Directors:
In Accordance with the provision of Companies Act 1956, and Articles of
Association of company, Mr. Lalit Misra, Dr. Nivedita Patil and Mr.
Mohan P. Kala, Directors of the company are liable to retire by
rotation at the ensuing Annual General Meetingand being eligible,
offered themselvesfor re-appointment.
Credit Rating:
Credit Analysis & Research Limited (CARE) has assigned ''CARE BB ''
(Double B plus) rating for the Long Term Bank facilitiesand ''A4 ''(A
Fourplus)rating for the Short Term Bank facilities of the company.
The Foreign Bondholders have big faith in working and business policies
followed by the management of your company. They have thereby agreed to
extend the period of Foreign Currency Convertible Bonds (FCCB) loan for
the period of further 5 years, with reduced cost of interest @ LIBOR
3.50% which accounts approx 5% per annum interest rate. All the
documents and related papers have been submitted to Reserve Bank of
India (RBI) for their approval regarding the extension of FCCB period.
This is the cheapest fund available in the market that a corporate can
avail that so without any dispute between bondholders and your company.
Your company managed to grab this opportunity for which it was
construed in negative pattern by the Credit Analysis & Research Limited
(CARE).
Auditors:
M/s. Shyam C Agrawal & Co., Chartered Accountants, retire as Auditor of
the company at the conclusion of ensuing Annual General Meeting and has
confirmed their eligibility and willingness to accept the office of
Auditor, if re-appointed.
Accordingly, the said Auditor may be re-appointed as Auditor of the
company at the forthcoming Annual General Meeting. The Auditors have
confirmed that they have subjected themselves to the peer review
process of the Institute of Chartered Accountants of India (ICAI) and
hold a valid certificate issued by the Peer Review Board of the ICAI.
Audit Committee:
The Audit Committee has been constituted by the company pursuance to
section 292(A) of the Companies Act, 1956 and under clause 49 of the
Listing Agreement.
Consolidated Financial Statements:
The company has one Wholly-Owned Subsidiary in UAE in the name of
"Yusur International, FZE".
The audited consolidated accounts and cash flow statements, comprising
of the company and all its subsidiary companies appear in this annual
report together with the auditors'' report on the consolidated accounts.
The consolidated accounts have been prepared in accordance with the
accounting standard prescribed by the Institute of Chartered Accountant
of India.
As per clause 32 of the Listing Agreement the consolidated financial
statements of the company with its subsidiaries form part of the annual
report. The copies of the audited annual accounts of the company''s
subsidiaries and other related documents can also be sought by any
members of the Company or its subsidiaries on making a written request
to the Company Secretary in this regard. The annual accounts of the
subsidiary companies are also available for inspection by any member at
the company''s and/or the concerned subsidiaries'' registered office.
Directors'' Responsibility Statement:
Pursuantto Section 217 (2AA) of the Companies Act, 1956your Directors
confirm that :-
i. In the preparation of annual accounts, the applicable accounting
standards have been followed.
ii. That they 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 at the end of the financial year and of the profit or loss
of the company for that year.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detectingfraud and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
Corporate Governance:
In Pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on Corporate governance, together with a
certificate from the Company''s auditors confirming compliance of the
conditions of Corporate Governance as stipulated under the said clause
is set out separately as Annexure forming part of this report.
Acknowledgments:
Your director wish to place record their sincere appreciation and
thanks for the valuable cooperation and support received from the
employees of the company at all the levels, Company''s Bankers, Lenders,
Suppliers, Customers, Government Authorities, Business Partners and
Members of the company and look forward for the same in greater measure
in the comingyears.
On Behalf of the Board
Sd/-
Place: - Mumbai Savita Satish Gowda (Ms.)
Date: 29.08.2013 (Chairperson & Managing Director)
Jun 30, 2010
The directors are pleased to present their 21st Annual Report on the
business and operations of your Company together with the Audited
Statement of Accounts and the Auditors Report for the year ended 30th
June, 2010. The Financial highlights for the period under review are
given below.
COMPANYS PERFORMANCE:
Your Company has achieved turnover of Rs. 49649.88 lacs for the
year-ended 30.06.2010 as against the turnover of Rs. 41979.12 lacs for
the year-ended 30.06.2009.
The Financial Results are as under: (Rs. in Lacs)
30.06.2010 30.06.2009
Particulars Standalone Consolidated Standalone Consolidated
Turnover & Other
Income 49806.85 52483.81 42162.35 42172.32
Profit Before
Depreciation,
Interest & Tax
(PBID&T) 5142.04 5503.40 4073.33 4076.48
Interest 2099.88 2100.01 1436.32 1436.48
Depreciation 639.98 639.98 417.90 417.90
Profit Before Tax 2402.18 2763.41 2219.11 2222.10
Provision for Tax 350.00 350.00 300.00 300.00
Provision for Deferred
Tax Liability 180.55 180.55 48.87 48.87
Provision for Fringe
Benefit tax -- -- 10.00 10.00
Profit after Tax 1871.63 2232.86 1860.24 1863.23
Earnings Per Share
- Basic 17.73 21.15 17.62 17.65
-Diluted 17.56 20.95 17.62 17.65
OPERATIONAL PERFORMANCE:
Your Directors are happy to report that the year under review witnessed
achievement of milestone by the Company, in terms of its total income,
both on Stand alone and consolidated basis. While Stand alone above
total Income stood at Rs. 49806.85 Lacs the consolidated turnover was
Rs. 52483.81 Lacs. However, the Profitability could not cope up with
this growth, mainly on account of high operating and finance costs. The
Profit in current year wasRs. 1871.63 against Rs. 1860.24 Lacs in the
previous year 2008-09.
The Consolidated Financial statements include the financial statements
of M/s. Yusur International FZE, UAE which is 100% subsidiary of Sharon
Bio-Medicine Limited.
BUSINESS DEVELOPMENT AND PROSPECTS:
During the year your Company has set up a State of art Active
Pharmaceutical Ingredients Plant in Taloja near Navi Mumbai and a World
class Toxicology Lab again in Taloja. Both the Sites are in operations
and started Commercial Production. Further, during the year your
Formulation unit at Dehradun has got UK-MHRA approval. Our goal is to
get the US FDA approval of Taloja and Dehradun unit and make
Toxicological Lab member of European Union. With all these
development, we expect increase in Turnover as well as better Margins
in coming years.
Further, during the current year your company has made the Investment
in M/s. Siddhivinayak Developers, Dehradun having 40 % stake in the
firm. Sharon is having its Formulation plant at Silaqui which is close
to Dehradun. The total Investment by Sharon is Rs. 2,75,00,000 / -
(Rupees Two Crores Seventy Five Lacs Only). M/s. Siddhivinayak
Developers is having almost 4.25 acres of Land in Prime area in
Dehradun. M/s. Siddhivinayak Developers wants to construct a housing
society in that plot in future. The reason for investing in M/ s.
Siddhivinayak Developers by Sharon was to construct houses for the
employees of the company and let out to employees in future. In
Dehradun area, to get good houses on rent is very expensive and Sharon
wants to let these houses on rent to its employees so that employees
will have no problem in searching the houses.
DIVIDEND:
In view of the outer performance during the year 2009-10, your
Directors are happy to recommend a payment of Dividend of Rs. 1.50
(Rupee One and Paise Fifty only), (i.e. 15%) per Equity share of 110/-
each (i.e. 15%) as compared to Rs. 1.20 (Rupee One and Paise Twenty
only), (i.e. 12%) per Equity of Rs.10/- each (i.e 12%) during the
previous year 2008-09. The Total payout of Rs. 1,58,35,350/- is
expected during the current year due to dividend payout excluding
Dividend Distribution Tax amount.
INDUSTRIAL RELATIONS:
Industrial Relation of the Company continued to be cordial and
peaceful. The Directors express their appreciation to all the employees
for their dedications and support.
HUMAN RESOURCES:
Every year your Company introduces new initiatives. During the year,
your company introduced a very successful employee engagement
initiative. Those employees who have performed extra ordinary in their
fields and have better co -ordination with their colleagues were
awarded cash and a certification of appreciation.
This Program was managed by the HR Department and the intention was to
get all the employees in the Company connected to the business and
co-ordination among employees. Employees were encouraged to contribute
potential business leads under this program.
Our Company continues to maintain a very diverse workforce which also
manifests a diverse culture to support the successful growth of the
business.
PARTICULARS OF EMPLOYEES:
Information regarding particulars of employees required Under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 forms part of this report. However, as per
provisions of section 219(l)(b)(iv) of the Companies Act, 1956, the
Report and Accounts has been sent to all the Members excluding the
statement of particulars under section 217(2A). Any Member interested
in obtaining a copy of the statement may write to the Company secretary
at the Registered Office of the company
EMPLOYEE STOCK OPTION SCHEME
During the year under review, your Company granted 2,31,103 options to
351 selected employees and Directors under Sharon ESOS 2010. Approval
of shareholders was sought during Annual General Meeting held on 31st
December, 2009. These options have been granted at market price at the
time of grant. Details of the same are given in the annexure to this
report.
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:
During the year the Company has not imported any technologies.
INSURANCE:
All the properties of the Company including Plants & Machineries,
Stocks etc. have been adequately insured.
FIXED DEPOSITS:
The Company has not accepted any Deposits within the meaning of Section
58A of the companies Act, 1956 and the rules made there under.
DIRECTORS:
Mr. Lalit Misra, Mr. Vijay Kirpalani and Dr. Nivedita Patil retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment.
CREDIT RATING:
Credit Analysis & Research Limited (CARE) has assigned CARE A-
(Single A minus) rating for the Long Term Bank facilities and PR1 (
PR One) rating for the Short Term Bank facilities of the company.
AUDITORS:
M/s. Jain Gangwal & Associates, Chartered Accountants, Mumbai, Auditors
of the Company, retire at the forthcoming Annual General Meeting and do
not wish to seek reappointment due to pre occupancy. The Directors
place on record their appreciation of the services rendered by M/s.
Jain Gangwal & Associates, Chartered Accountants, Mumbai. The Directors
recommend the appointment of M/s. Shyam C. Agrawal & Co., Chartered
Accountants, Mumbai as the Auditors of the Company. A suitable
resolution in this behalf forms part of the agenda for the forthcoming
Annual General Meeting for approval by the Members.
The Company has received the letter from the Auditors to the effect
that their appointment would be within the limits prescribed under
Section 224 (IB) of the Companies Act, 1956.
AUDIT COMMITTEE:
The Audit Committee has been constituted by the company pursuance to
section 292(A) of the Companies Act, 1956 and under clause 49 of the
Listing Agreement.
CONSOLIDATED FINANCIAL STATEMENTS:
The company has a wholly owned Subsidiary in Abroad.
The Audit consolidated accounts and cash Flow statement comprising of
the Company and its subsidiary Company appear in the Annual Report
together with the Auditors Report on the consolidated Accounts. The
Consolidated Accounts have been prepared in accordance of the
Accounting Standard 21 prescribed by the ICAI.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to 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.
II. That they 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 or
the Company at the end of the financial year and of the profit or loss
of the company for that year.
III. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision 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 have been prepared on a going concern basis.
CORPORATE GOVERNANCE.
In Pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on Corporate governance, together with a
certificate from the Companys auditors corvfirrning compliance of the
conditions of Corporate Governance as stipulated under the said clause
is set out separately as Annexure forming part of this report.
ACKNOWLEDGEMENTS:
Your director wish to place record their sincere appreciation and
thanks for the valuable cooperation and support received from the
employees of the company at all the levels, Companys Bankers, Lenders,
Suppliers, Customers, Government Authorities, Business Partners and
Members of the company and look forward for the same in greater measure
in the coming years.
For and on behalf of the Board
Sd/-
Ms. Savita Gowda
(Chairman & Managing Director)
Place : Mumbai
Date : December 4, 2010
Jun 30, 2004
The directors are pleased to present their 15th annual report on the
business and operations of your Company together with the Audited
Statement of Accounts and the Auditors Report for the financial period
ended June 30,2004. The Financial highlights for the period under
review are given below.
COMPANYS PERFORMANCE:
Your Company has achieved turnover of Rs.2366.83 lacs for the year
ended 30.06.2004 as against the turnover of Rs. 1973.15 lacs for the
year ended 30.06.2003.
The Financial Results are as under: Rs. In Lacs
30.06.2004 30.06.2003
Profit Before Depreciation, Interest, 140.48 96.88
Extra ordinary items & Tax (PBID&T)
Interest 32.21 47.19
Depreciation 39.35 24.41
Profit Before Tax & Extra-ordinary Item 68.92 25.28
Loss on sale of Motor Car 11.36 00.00
Provision for Tax 4.00 1.25
Provision for Deferred Tax Liability 13.79 14.11
Amount brought forward 119.21 114.30
Amount available for appropriation 158.98 124.22
APPROPRIATIONS:
General Reserve 5.00 5.00
Balance Carried Forward 153.98 119.22
DIVIDEND:
Your Directors do not recommend any dividend on the equity share
capital of your Company so as to conserve the resources for better
requirement in the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to
financial statements for the year 2003-2004, the Board of Directors
reports that:
i. In the preparation of the annual accounts, the applicable
accounting standards had been followed;
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 & fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 safeguarding of the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv. The directors had prepared the annual accounts on a going concern
basis
LISTING:
Your Company is Listed with the Stock Exchanges at Hyderabad and Pune
Stock Exchange. Annual Listing Fee for the Financial year 2004-2005 has
been paid. OPERATIONAL REVIEW:
The operational results of the Company during the year under review
remained satisfactory. The total turnover has been enhanced by 20% as
compared to the previous year and which has attributed in increasing
profits by 128% as compared to last year. The Company has done good
exports during the year. The Exports has increased from Rs. 258.49 Lacs
to Rs. 420.77 Lacs in comparison to last year. Increase of 62.78% has
been achieved by the Company in Overseas Sales During the year. The
Company exports its products mainly to European and North American
Countries.
The standards of quality, perfection and specifications has been
meticulously maintained. The unabated steps for continued modernization
at plants and for operation with new technical knowhow has been taken
by the management to keep its head high as a leader in pharmaceutical
business. The operational results of the first quarter of the current
year are also satisfactory.
INDUSTRIAL RELATIONS:
Industrial relation of the Company continued to be cordial and
peaceful. The Directors express their appreciation to all the employees
for their dedications and support.
PARTICULARS OF EMPLOYEES :
Information regarding particulars of employees required Under Section
217(2A) of the Companies Act, 1956 is not applicable to the Company
since none of the employee fall under the provision of said Act.
INSURANCE:
All the properties of the Company including Plants & Machineries,
Stocks etc. have been adequately insured.
DIRECTORS:
Mr. Mohan P. Kala & Mr. T. N. Raghunandan retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
AUDITORS:
M/s. K. K. Gangwal & Associates, Chartered Accountants retire at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
ACKNOWLEDGEMENTS:
On behalf of the Company the Board of Directors place their sincere
thanks to the Government, Bankers, Financial Institutions and various
other statutory Authorities for their kind cooperation. The Board is
extremely thankful to all the Shareholders, Employees, Customers and
Dealers for reposing their confidence and strong support.
BY ORDER OF THE BOARD
Sd/-
Place : Mumbai SAVITA GOWDA
Date : 27th November, 2004 MANAGING DIRECTOR
Jun 30, 2003
The directors have pleasure in presenting the 14th Annual Report of
the Company with the audited statements of accounts for the year ended
30.06.2003.
COMPANYS PERFORMANCE:
Your Company has achieved turnover of Rs. 1973.00 lacs for the year
ended 30.06.2003 as against the turnover of Rs. 1820.00 lacs for the
year ended 30.06.2002.
The Financial Results are as under: Rs. In Lacs
30.06.2003 30.06.2002
Profit Before Depreciation,
Interest, 96.88 89.92
Extra ordinary items
& Tax (PBID&T)
Interest 47.19 50.06
Depreciation 24.41 25.39
Profit Before Tax &
Extra-ordinary Item 25.28 14.47
Loss on sale of Motor Car 00.00 (2.43)
Provision for Tax 1.25 00.76
Provision for Deferred
Tax Liability 14.11 (5.13)
Amount brought forward 114.30 100.83
Amount available for appropriation 124.22 106.98
APPROPRIATIONS:
General Reserve 5.00 2.50
Balance Carried Forward 119.22 104.48
DIVIDEND:
Your Directors do not recommend any dividend on the equity share
capital of the Company so as to conserve the resources for better
requirement in the Company.
RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to
financial statements for the year 2002-2003, the Board of Directors
reports that:
i. In the preparation of the annual accounts, the applicable
accounting standards had been followed;
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 & fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 safeguarding of the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv. The directors had prepared the annual accounts on a going concern
basis
LISTING:
Your Company is Listed with the Stock Exchanges at Hyderabad and Pune
Stock Exchange. Annual Listing Fee for the Financial year 2003-2004 has
been paid.
OPERATIONAL REVIEW :
The operational results of the Company during the year under review
remained satisfactory. The total turnover has been maintained despite
fire in the plant and being an all round depression in the economy. The
Company has done good exports during the year. The standards of
quality, perfection and specifications has been meticulously
maintained. The unabated steps for continued modernisation at plants
and for operation with new technical know how has been taken by the
management to keep its head high as a leader in pharmaceutical
business. The operational results of the first quarter of the current
year are also satisfactory.
INDUSTRIAL RELATIONS :
Industrial relation of the Company continued to be cordial and
peaceful. The Directors express their appreciation to all the employees
for their dedications and support.
PARTICULARS OF EMPLOYEES :
Information regarding particulars of employees required Under Section
217(2A) of the Companies Act, 1956 is not applicable to the Company
since there is no employee falls under the provision of said Act.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
FOREIGN EXCHANGE TRANSACTIONS ( Rs. In Lacs )
2002-2003 2001-2002
A. CIF value of Goods Imported 5.76 16.86
B. Value of Goods Exported
(FOB and service charges) 258.49 67.66
C. Traveling Expenses 3.13 2.02
D. Commission 1.46 0.94
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :
Unit Avg. Rate (Rs. In Lacs)
Power & Fuel Consumption :
Electricity 675747 4.40 29.73
INSURANCE:
All the properties of the Company including Plants & Machineries,
Stocks etc. have been adequately insured. DIRECTORS :
Mr. Vivekanand Badoni & Mr. Lalit Misra retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
AUDITORS:
M/s. K. K. Gangwal & Associates, Chartered Accountants retire at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
ACKNOWLEDGEMENTS :
On behalf of the Company the Board of Directors place their sincere
thanks to the Government, Bankers, Financial Institutions and various
other statutory Authorities for their kind cooperation. The Board is
extremely thankful to all the Shareholders, Employees, Customers and
Dealers for reposing their confidence and strong support.
BY ORDER OF THE BOARD
SAVITA MISRA
MANAGING DIRECTOR
Place : Mumbai
Date : 28th November, 2003
Jun 30, 2002
The directors have pleasure in presenting the 13th Annual Report of
the Company with the audited statements of accounts for the year ended
30.06.2002.
COMPANYS PERFORMANCE:
Your Company has achieved turnover of Rs1820 lacs for the year ended
30.06.2002 as against the turnover of Rs 2077 lacs for the year ended
30.06.2001.
The Financial Results are as under :
Rs. In Lacs
30.06.2002 30.06.2001
Profit Before Depreciation, Interest, 89.92 89.00
Extra ordinary items& Tax (PBID&T)
Interest 50.06 46.11
Depreciation 25.39 17.87
Profit Before Tax & Extra-ordinary Item 14.47 25.02
Loss on sale of Motor Car (02.43) 00.17
Provision for Tax 0.76 00.50
Provision for Deferred Tax Liability (5.13) -
Amount brought forward 100.83 78.64
Amount available for appropriation 106.98 103.33
APPROPRIATIONS:
General Reserve 2.50 2.50
Balance Carried Forward 104.48 100.83
DIVIDEND:
Your Directors do not recommend any dividend on the equity share
capital of the Company so as to conserve the resources for better
requirement in the Company.
RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act,1956,in relation to
financial statements for the year 2001-2002,the
Board of Directors reports that:
i. in the preparation of the annual accounts, the applicable
accounting standards had been followed;
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 & fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii. the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 safeguarding of the
assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the directors had prepared the annual accounts on a going concern
basis.
LISTING:
Your Company is Listed with the Stock Exchanges at Hyderabad and Pune
Stock Exchange. Annual Listing Fee for the Financial year 2001-02 has
been paid.
OPERATIONAL REVIEW:
The operational results of the Company during the year under review
remained satisfactory. The total turnover has been maintained despite
fire in the plant and being an all round depression in the economy. The
Company has done good exports during the year. The standards of
quality, perfection and specifications has been meticulously
maintained. The unabated steps for continued modernisation at plants
and for operation with new technical knowhow has been taken by the
management to keep its head high as a leader in pharmaceutical
business. The operational results of the first quarter of the current
year are also satisfactory.
During the year major fire broke out in the factory premises on
09.02.2002 resulting in major loss of raw materials, finished goods,
plant & machineries, furniture & fixture, electrical installation and
lab equipments. The total estimated loss due to fire was Rs.
2,48,73,945.00 and accordingly claim was lodged with The New India
Assurance Company Ltd. but claim is not settled yet.
INDUSTRIAL RELATIONS:
Industrial relation of the Company continued to be cordial and
peaceful. The Directors express their appreciation to all the employees
for their dedications and support.
PARTICULARS OF EMPLOYEES:
Information regarding particulars of employees required Under Section
217(2A) of the Companies Act,1956 is not applicable to the Company
since there is no employee falls under the provision of said Act.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNIGS AND OUTGO :
FOREIGN EXCHANGE TRANSACTIONS (Rs. In Lacs)
2001-2002 2000-2001
A. CIF value of goods imported 16.86 27.04
B. Value of Goods Exported
(FOB and service charges) 67.66 4.22
C. Traveling Expenses 2.02 0.23
D. Commission 0.94 -
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :
Unit Avq. Rate (Rs. In Lacs)
Power & Fuel Consumption :
Electricity 491961 4.40 21.65
INSURANCE:
All the properties of the Company including Plants & Machineries,
Stocks etc. have been adequately insured.
DIRECTORS:
Mr. Mangesh Tondwalkar & Mr. Nandkishore Uniyal retire by rotation at
the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment.
AUDITORS:
M/s. K. K. Gangwal & Associates, Chartered Accountants retire at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
ACKNOWLEDGEMENTS:
On behalf of the Company the Board of Directors place their sincere
thanks to the Government, Bankers, Financial Institutions and various
other statutory Authorities for their kind cooperation. The Board is
extremely thankful to all the Shareholders, Employees, Customers and
Dealers for reposing their confidence and strong support.
BY THE ORDER OF BOARD OF DIRECTORS
sd/-
SAVITAMISRA
MANAGING DIRECTOR
Place : Mumbai
Date : 14th January, 2003
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