Directors Report of Gufic BioSciences Ltd.
Mar 31, 2023
Boards Report
Dear Members,
Your Directors have pleasure in presenting the 39th Annual Report of the Company along with the Audited Financial Statements
for the financial year ended March 31,2023.
FINANCIAL SUMMARY AND HIGHLIGHTS
The Financial Statements of the Company for the year ended March 31,2023 have been prepared in accordance with the Indian
Accounting Standards (Ind AS), Section 133 and other applicable provisions of the Companies Act, 2013 ("Actâ) and the
applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulationsâ)
The financial performance of the Company, for the financial year ended March 31,2023 is summarized below:
|
Particulars |
2022-23 |
2021-22 |
|
Total Revenue from Operations |
69,062.08 |
77,915.56 |
|
Other Income |
257.39 |
310.42 |
|
Total Income |
69,319.47 |
78,225.98 |
|
Profit / (Loss) before Depreciation & Amortization, Finance Cost, exceptional item & tax |
13,722.52 |
15,113.30 |
|
(Less): Depreciation and Amortization expense |
2,228.10 |
1,892.89 |
|
(Less): Finance Costs |
822.33 |
536.58 |
|
Profit / (Loss) before Exceptional items and Tax |
10,672.09 |
12,683.83 |
|
Add /(Less): Exceptional item |
- |
- |
|
Profit / (Loss) before tax |
10,672.09 |
12,683.83 |
|
(Less): Tax Expense: Current Tax |
2821.00 |
3215.00 |
|
Deferred Tax |
(119.39) |
(115.18) |
|
Profit / Loss for the year (1) |
7,970.48 |
9,584.01 |
|
Other Comprehensive Income / (Loss) (2) |
(0.53) |
(44.06) |
|
Total Comprehensive Income (1 2) |
7,969.95 |
9,539.95 |
FINANCIAL PERFORMANCE AND THE STATE OF COMPANY''S AFFAIRS
The Company''s total revenue from operations stood at W 69,062.08 lakhs in the financial year 2022-23, thereby showing a
decline as compared to W 77,915.56 lakhs in the previous financial year 2021-22. The Profit before Interest, Tax, Depreciation &
Amortization (EBITDA) was W 13,722.52 lakhs in the year under review as compared to W 15,113.30 lakhs in the financial year
2021-22. However, the EBITDA margin for the financial year 2022-23 showed an improvement of 19.9% as compared to
19.4% in the previous financial year.
During the year under review, the Company made significant progress in diversifying its revenue sources, with the domestic
market contributing around 84.50% to the turnover, and exports accounting for around 15.50%, marking a substantial
increase in the export market share, as compared to the financial year 2021-22 when exports contribution to turnover was
accounted at 9.26%.
The Net Profit of the Company during the year under review was W 7970.48 lakhs as compared to W 9,584.01 lakhs in the
previous financial year 2021-22. It''s important to note that the financials of 2021-22 and 2022-23 are not directly comparable
due to the significant impact of the COVID-19 portfolio in the financial year 2021-22.
The financial year 2022-2023 was a decent year for the Company in terms of financial performance. The Company''s position in
the market is strengthened by its relentless focus on innovation and strong R&D skills. Also, it consistently invests in upgrading
its manufacturing and R&D capabilities to seize potential opportunities.
A detailed analysis of performance for the year including the major developments, if any, has been included in the Management
Discussion and Analysis Report, which forms a part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business during the year under review and it continues to operate only in one segment i.e.
Pharmaceutical.
During the financial year under review, the Company has not proposed to transfer any amount to the General Reserve.
Your Board of Directors have recommended a final dividend of W 0.10 /- (10%) per equity share having face value of W 1/- each
fully paid-up of the Company for the financial year ended March 31,2023. The payment of dividend is subject to the approval of
members at the ensuing Annual General Meeting ("AGMâ) and deduction of tax at source. Upon approval, the dividend will be
paid to those members whose name will appear in the Register of Members as on the Book Closure date as mentioned in the
Notice of AGM. The total dividend pay-out would amount to W 96,94,450.60/-.
The recommended dividend is in accordance with the Company''s Dividend Distribution Policy and the same is available on
the website of the Company which can be accessed at
http://gufic.com/wp-content/uploads/202l/08/Dividend%20Distribution%20Policy.pdf
SHARE CAPITAL
During the period under review, there was no change in the Authorised, Issued, Subscribed and Paid up share capital of the
Company. The Issued, Subscribed and Paid up share capital of the Company is W 9,69,44,506/- divided into 9,69,44,506 Equity
Shares of face value of W 1/- each.
The Company have neither issued any shares with differential voting rights as to dividend, voting or otherwise nor granted any
stock options nor sweat equity shares nor made any provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees nor bought back its shares, in the financial year ending March 31,2023.
The Board of Directors at their meeting held on August 11,2023, has approved "Gufic Biosciences Limited Employee Stock
Option Plan - 2023â authorizing stock options not exceeding 500,000 (Five Lakh) convertible into equivalent number of equity
shares to the eligible employees, in one or more tranches, subject to approval of shareholders at the ensuing AGM.
There was no change in the Registered Office of the Company during the Financial Year under review. The present address of
the Registered Office is as follows:
37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai - 400069, Maharashtra.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company has two foreign Wholly Owned Subsidiaries as on March 31, 2023. The details of which are mentioned
hereinbelow :
i) Gufic UK Limited (GUL) : GUL was incorporated on March 15, 2022 in the United Kingdom (UK) with the intent of
expanding i ts business operations in UK.
ii) Gufic Ireland Limited (GIL): GIL was incorporated on March 02, 2023 in Ireland with the intent of expanding its business
operations all over Europe.
As on March 31,2023, neither the Company have made any investment in GIL and GUL nor have GIL and GUL commenced any
business operations. Hence, the Company has not prepared Consolidated Financial Statements of the Company and its foreign
subsidiaries i.e. GIL and GUL for the financial year ending March 31,2023.
Your Company does not have any Associate Company or Joint Venture. Further, no Company ceased to be Subsidiary or
Associate or Joint Venture of the Company, during the financial year under review.
Accordingly, the statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Act read with
Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014 in Form AOC-l, is not applicable to the Company.
Further, the Company''s "Policy on Material Subsidiariesâ can be accessed at http://gufic.com/wp-
content/uploads/2022/07/Policy_on_Material_Subsidiary.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment/ Re-appointment and Cessation:
During the year under review, following appointments/ re-appointments of Directors took place:
0 At the 38th AGM of the Company held on September 2, 2022, the shareholders approved the re-appointment of Dr. Rabi
Sahoo (DIN: 01237464) as an Independent Director of the Company for the second term of two consecutive years with
effect from June 29, 2022.
0 At the 38th AGM of the Company held on September 2, 2022, the shareholders approved through Special Resolution, the
continuation of directorship of Mr. Dilip Ghosh (DIN: 00412406) as a Whole Time Director of the Company upon
attaining the age of 70 years on December 29, 2022, on the existing terms and conditions duly approved by the
shareholders at its 37th aGm held on September 20, 2021.
Based on the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the
ensuing AGM, the Board of Directors have approved the following appointment/re-appointment/continuation of directorship :
0 Continuation of Directorship of Mr. Jayesh P Choksi (DIN: 00001729) as Chairman & Managing Director upon attaining
the age of 70 years i.e. on March 29, 2024 which require passing of special resolution, on the existing terms and conditions
duly approved by the shareholders in the 35th AGM held on September 30, 2019.
0 Continuation of Directorship of Mr. Gopal Daptari (DIN: 07660662) as an Independent Director upon attaining the age of
75 years i.e. on October 29, 2024, which require passing of special resolution, on the existing terms and conditions duly
approved by the shareholders in the 35th AGM held on September 30, 2019.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on
General Meetings relating to the appointment/re-appointment of directors are given in the Notice of AGM.
During the period under review, there were no cessation of Directors. Apart from above, there were no changes in Directors
or Key Managerial Personnel of the Company.
In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of
Association of the Company, Mr. Pranav J. Choksi, Chief Executive Officer (CEO) and Whole Time Director and Dr. Balram
Singh, Non-Executive Non-Independent Director of the Company will retire by rotation at the ensuing 39th AGM and being
eligible, have offered themselves for re-appointment. The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee ("NRCâ) has recommended their appointment.
Key Managerial Personnel (âKMPâ)
Pursuant to Section 203 of the Act, the Key Managerial Personnel (âKMP''sâ) of the Company as on March 31,2023 and date of
this report are Mr. Jayesh P Choksi, Chairman & Managing Director; Mr. Pranav J. Choksi, Chief Executive Officer and Whole
Time Director; Mr. Pankaj J. Gandhi, Whole Time Director; Mr. Dilip B. Ghosh, Whole Time Director, Mr. Devkinandan B.
Roonghta, Chief Financial Officer and Ms. Ami N. Shah, Company Secretary & Compliance Officer.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed that they continue to meet the criteria of independence as prescribed under
Section 149(6) of the Act and provisions of SEBI Listing Regulations and also none of the Directors of the Company are
disqualified under Section 164 of the Act. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and
without any external influence.
All the Independent Directors of the Company had registered themselves with the Indian Institute of Corporate Affairs ("IICAâ)
and have passed the proficiency test, if applicable. They have also confirmed compliance of Schedule IV of the Act and the
Company''s Code of Conduct.
In the opinion of the Board, all the Independent Directors of the Company possess the highest standard of integrity, relevant
expertise and experience including the proficiency required to best serve the interests of the Company.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has in place a Policy on criteria for Appointment of Directors, KMP''s and Senior Management Personnel and
Evaluation of their performance. The Policy is available on the Company''s website and can be accessed at http://gufic.com/wp-
content/uploads/20l6/08/AppointmentofDirectorsKMP20l7l8.pdf
The said Policy lays down guiding principles for selection and appointment of Directors, KMP''s and Senior Management
Personnel and for determining qualifications, positive attributes and formulating Remuneration Policy for Executive and Non¬
Executive Directors of the Company.
The details of the said policy are included in the Corporate Governance Report forming part of this Report. There has been no
change in the aforesaid policy during the year under review.
Further, neither the Managing Director nor the Whole Time Director draws any remuneration or commission from the
subsidiary company.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of SEBI Listing Regulations, the Company has put in place a
Familiarization Programme for the Independent Directors to familiarise them with the Company, nature of industry in which
the Company operates, risks and challenges associated with the business and such other relevant information, which would
enable them to take well informed decisions, discharge the responsibilities and functions conferred on them. Details of
Familiarisation Programme imparted during the financial year under review has been uploaded on the Company''s website and
can be accessed at http://gufic.com/wp-content/uploads/2023/03/Familarisation%20Programme.pdf
Every newly appointed Independent Director undergoes a familiarization programme including visits to the manufacturing
plant of the Company, interactive sessions with functional heads through which they can understand the objective of the
Company, its business, current progress, future prospects etc. Further, during the meeting of the Board, the Directors are
provided with performance updates of the Company, industry scenario, business strategy, relevant statutory amendments,
Company''s policies and procedures, etc.
The format of the terms and conditions outlined in the letter of appointment, which defines their role, function, duties and
responsibilities, provided at the time of appointment can be accessed at
http://gufic.com/wp-content/uploads/2022/05/Terms%20and%20Conditions%20of%20Appointment%20of%20Independent%20Directors.pdf
PERFORMANCE EVALUATION
In compliance with the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the Annual Performance
evaluation of Individual Directors, Committees of the Board and the Board as a whole in accordance with the framework and
criteria laid down by the Nomination and Remuneration Committee ("NRCâ). A structured questionnaire was prepared
separately for the Board, Committees and Individual Directors, inter-alia covering various parameters viz. composition and
structure of the Board, responsibilities, attendance including participation of the Directors at the Board and Committee
meetings, governance and compliance as a whole, quality of deliberations and effectiveness of the procedures and all other
factors. The above criteria are broadly based on the SEBI Guidance Note on Board Evaluation.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being
evaluated. Further, Independent Directors at their separate meeting had evaluated performance of Non-Independent
Directors, Board as a whole, Chairman of the Board and assessed the quality, quantity and timeliness of flow of information
between the Company management and the Board.
Manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Corporate
Governance Report, which forms part of this report.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met Seven (7) times during the year under review. Details of the meetings of the Board of Directors
along with other details are provided in the Corporate Governance Report, which forms part of this Report. The intervening
gap between the two consecutive Board meetings did not exceed 120 days as prescribed under Section 173 of the Act,
Regulation 17 of SEBI Listing Regulations and Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company
Secretaries of I ndia ("ICSIâ).
To effectively discharge the obligations and to comply with the statutory requirements, the Company has in place 5 (five)
committees of the Board as on March 31,2023 viz.:
1. Audit Committee;
2. Corporate Social Responsibility Committee;
3. Nomination & Remuneration Committee;
4. Risk Management Committee and
5. Stakeholders'' Relationship Committee.
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided
in the Corporate Governance Report that forms part of this Annual Report. Further the Board of Directors, at their meeting
held on May 29, 2023, has constituted Executive Committee for dealing with various urgent operational matters.
The Audit Committee comprises of 6 (six) members which is in compliance with the provisions of the Act and SEBI Listing
Regulations. The details pertaining to composition of the Audit Committee along with other details are included in the
Corporate Governance Report, which forms part of this Annual Report.
MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of
the Independent Directors was held on February 10, 2023. The details of the meeting held is included in the Corporate
Governance Report, which forms part of this report.
The Company has laid down a Code of Conduct ("Codeâ) for the Board of Directors & Senior Management which places a
strong emphasis on maintaining integrity in both workplace & business practices, promoting honest & ethical conduct, &
fostering diversity & fairness, among other important principles. The Code of Conduct can be accessed at:
The members of the Board and Senior Management of your Company have submitted their affirmation on compliance with the
Code of Conduct of the Company during the Financial Year 2022-23, as required under the provisions of SEBI Listing
Regulations. A declaration to that effect duly signed by Mr. Pranav J. Choksi, Chief Executive Officer & Whole Time Director,
pursuant to Regulation 17(5) read with Schedule V of the SEBI Listing Regulations forms part of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the
financial year to which the financial statement relates and date of this Report.
DIRECTORâS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations provided to them and pursuant to
the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors hereby state and confirm that:-
a. in the preparation of the annual accounts/financial statements for the year ended March 31, 2023, the applicable
accounting standards have been followed along with proper explanations relating to material departures, if any;
b. they 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 your Company at the end of the financial
year March 31,2023 and of the profit of your Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the annual accounts/ financial statements have been prepared on a going concern basis;
e. proper internal financial controls were in place and that the said financial controls were adequate and were operating
effectively; and
f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control system and mechanism which is commensurate with nature of its business, size,
scale and complexity of its operations. The Company has implemented a comprehensive framework which includes
formulation of Standard Operating Procedures (SOPs), Procedures and Controls, which are regularly audited to safeguard its
assets, ensure the accuracy and reliability of financial reporting, enhance operational efficiency and ensure compliance with
applicable laws and regulations. Clear roles and responsibilities have been defined for each process establishing accountability
and promoting efficiency throughout the organization. The Company has also set up Management Information System (MIS) to
facilitate informed decision making. The Company continues to have periodical internal audits conducted of all its functions and
activities to ensure that systems and processes are followed across all areas.
Internal Financial Controls are an integral part of the risk management framework and process that address financial and
financial reporting risks. The Company has in place adequate internal financial controls with reference to the Financial
Statement.
The Company is also in the process of implementing Systems, Applications and Products ("SAPâ) which will enhance and fortify
its internal control mechanism. Serving as a powerful tool, SAP is set to bolster the Company''s internal control systems,
effectively mitigating risks associated with errors and fraud. Additionally, SAP ensures the Company''s strict adherence to
regulatory requirements, promoting a more secure and compliant operational environment.
The Company''s Internal Control System process is reviewed by the Audit Committee periodically. The management duly
considers and takes appropriate actions on the recommendations made by the Internal Auditors, Statutory Auditors and the
Audit Committee.
The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are
adequate and are operating effectively as intended.
During the year under review, none of the Auditors has reported to the Audit Committee any instances of fraud committed in
the Company by its officers or employees, as required under Section 143 (12) of the Act.
During the financial year under review, your Company has not accepted any deposits within the meaning of Section 73 of the
Act read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest
on public deposits was outstanding as on March 31,2023.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014, as on March 31,2023, are set out in Notes to the Financial Statements of the Company
provided in this Annual Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to provisions of Section 124 and other applicable provisions, if any, of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rulesâ), all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after completion
of seven years. Accordingly, during the year under review, unpaid or unclaimed dividend amounting to W 47,707/- (Rupees Forty
Seven Thousand Seven Hundred and Seven Only) was transferred by the Company to the IEPF.
In accordance with the IEPF Rules, shares on which the dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, 30,173 unclaimed
shares were transferred to IEPF during the year under review.
The Company has issued individual notices to the members whose equity shares are liable to be transferred to IEPF within the
stipulated time frame in the current financial year i.e. 2023-24 to claim their dividend on or before September 30, 2023. Details
of unclaimed dividends and shareholders whose shares are liable to be transferred to IEPF, are uploaded on the website of the
Company i.e. www.gufic.com.
All contracts/arrangements/transactions entered by the Company during the financial year under review with related parties
were in its ordinary course of business and on an arm''s length basis and in accordance with the Company''s policy on Related
Party Transactions.
The approval of the Audit Committee was sought for all Related Party Transactions and prior omnibus approval is obtained for
transactions which are repetitive in nature and /or entered in the ordinary course of business and are at arm''s length. A
statement of related party transactions is placed before the Audit Committee and the Board of Directors for their review on a
quarterly basis. There are no materially significant related party transactions made by the Company, which may have potential
conflict with the interest of the Company. All the related party transactions entered during the year under review, were in
compliance with the provisions of the Act and SEBI Listing Regulations.
During the period under review, the Company has not entered into any contracts/ arrangements/ transactions with related
parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions and
hence there is no information to be provided in Form AOC-2 as required under Section I34(3)(h) read with Section 188 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Policy on Related Party Transactions as formulated/ amended from time to time, by the Board is available on the Company''s
website at http://gufic.com/wp-content/uploads/20I6/08/Related%20Party%20Transactions%20Policy.pdf
Attention of Members is also drawn to Note 39 of the Financial Statements for the year ended March 31,2023 which sets out
the related party disclosures as per the Ind AS-24.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act.
The role of the committee is to review the CSR Policy, indicate activities to be undertaken by the Company towards CSR and
formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the
Company towards CSR.
The key philosophy of the CSR initiative of the Company is to promote development through social and economic
transformation. During the period under review, the Company spent CSR amount in the areas of promoting healthcare,
education and animal welfare. The CSR Policy of the Company are available on the website of the Company and can be
accessed athttp://gufic.com/wp-content/uploads/202I/08/Corporate%20Social%20Responsibility%20Policy.pdf
The Annual Report on Corporate Social Responsibility (''CSR'') containing, details of CSR Policy, composition of CSR
Committee, CSR expenditure and web-link thereto on the website of the Company, as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014, is set out in "Annexure Aâ of this Report.
CONSERVATION OF ENERGY1. Steps taken by the Company or impact on conservation of energy
⢠Installation and Investment in energy-efficient equipment''s/machines and approaching towards utilization of Variable
Frequency Drive (VFD) to enable power consumption control;
⢠Installation of motion sensors for lighting load optimisation;
⢠Have Energy Management System in place;
⢠Installation of Steam Strap on main stream line to improve quality of steam;
⢠Treated high salt content in waste water system;
⢠Transition from CFL lights to LED lights which enables energy efficiency;
⢠Implementing energy-efficient practices by ensuring power factor between 0.99 to 1.0;
⢠Increasing the set point temperature of the Air Handling Units (AHUs) with an aim to save energy by reducing the
frequency of compressor operation;
⢠Setting-up water level controller systems which ensures conserving water and avoiding potential damage;
⢠Setting up timers on the streetlights located within the factory premises to enable automated control of lighting;
⢠Implemented a limit switch on the Air Curtain to cease constant energy consumption during its operation;
⢠Utilizing an Online Energy Monitoring System to track daily consumption, enabling analysis and reduction of excess power
use by comparing it with production levels;
⢠Energy audit undertaken by an external agency at the factory premises situated at Navsari, Gujarat and actionable steps
have been taken in accordance with the audit results.
2. Steps taken for utilizing alternate source of energy
⢠Replacing conventional fuels is a positive step towards adopting a more sustainable and eco-friendly approach to energy
consumption which includes Transitioning to biomass briquettes for steam generation.
⢠Express feeders in main RAW power source has been treated beneficial in terms of efficiency, reliability and overall power
distribution system.
⢠Utilizing DG sets as an alternative power sources which helps during power interruptions.
3. Capital investment on energy conservation equipment
During the year under review, the Company has not made any specific capital investment on energy conservation.
TECHNOLOGY ABSORPTION
(I) Efforts made towards technology absorption
a. Updating and improving the processes and systems used for existing products;
b. Developing and introducing new technologies for enhancing efficacy, bio-availability and the potency of the existing as
well as new products;
c. Developing and launching new drug delivery systems with a special focus on Lyophilized products;
d. Development and launch of dermatological formulations for moisturisation, anti-pigmentation, anti-aging, sun
protection products etc.;
e. Strategic collaborations with other independent teams for introducing new products and technologies;
f. Ensuring the quality of Research work by In-house Quality Assurance Team;
g. Filed multiple Process Patents for many life - saving drug injections, Stability testing of the current as well as new products
with a focus on quality and bio-availability;
h. Development and scale-up of new formulations for existing and newer active drug substances using innovative and
advanced processing equipment.
(II) Benefits derived as a Result of R & D
a) Successfully launched 20 Generic products in the market in the financial year 2022-23;
b) About 10 products are poised for commercialisation;
c) About 22 New products are in projection and development of many products is already initiated;
d) Development of new drug delivery systems and devices to improve patient benefit;
e) Development of products for import substitution.
(III) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year)
|
Details of technology |
Year of |
Whether the technology |
If not fully absorbed, areas where absorption |
|
imported |
Import |
been fully absorbed |
has not taken place, and the reasons thereof |
|
Penem Product in dual |
2020-21 |
No |
Product under stability |
|
Super purified |
2021-22 |
No |
Product under development |
(IV) The expenditure incurred on Research and Development
|
Particulars |
2022-23 |
2021-22 |
|
Capital Expenditure |
214.17 |
264.49 |
|
Revenue Expenditure |
515.59 |
442.86 |
|
Total |
729.76 |
707.35 |
FOREIGN EXCHANGE EARNINGS AND OUT-GO
|
Particulars |
2022-23 |
2021-22 |
|
Earnings in foreign currency |
8603.22 |
7315.63 |
|
Out-go in foreign currency |
27,156.19 |
23,003.95 |
The Company has in place a Risk Management Policy and framework to identify and assess risks associated with the business
and ensure that there exist proper management process to mitigate or minimize the same. The Board has constituted Risk
Management Committee which oversees the implementation of Risk Management policy as well as risk management and
mitigation framework. The Committee also diligently monitors and reviews the effectiveness of the risk management plan on
an ongoing basis. Additionally, the Audit Committee also have an oversight on financial risks. Together, these committees
ensure a robust risk management framework is in place.
The Company takes a proactive approach to risk mitigation, systematically addressing major risks through appropriate actions
and measures. This continuous effort fosters a resilient and secure environment.
The risk management policy adopted by the Company can be accessed on the Company''s website at http://gufic.com/wp-
content/uploads/2016/08/Risk-Management-Policy-2017-18.pdf
The details of the membership of Risk Management Committee and its meeting held during the Financial Year 2022-23 is
mentioned in the Corporate Governance Report, which forms part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in "Annexure - Bâ
to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with Section 177 of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the SEBI Listing Regulations, the Company has in place a vigil mechanism i.e. Whistle Blower Policy for
directors and employees to report genuine concerns about unethical behavior, actual or suspected violation, malpractices,
corruption, fraud or unethical conduct, leak of unpublished price sensitive information, violation of Code of Conduct, etc. to
the Chairperson of Audit Committee without any fear of reprimand, retaliation, victimization or unfair treatment.
The Vigil Mechanism provides for direct access to the Chairperson of the Audit Committee. The details of the policy are made
available on the website of the Company at the link: ttp://gufic.com/wp-content/uploads/20l6/08/WHISTLE_BLOWER_POLICY.pdf
The policy is reviewed by the Audit Committee from time to time.
It is affirmed that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.
Further, no concerns or irregularities have been reported by employees/directors till date.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, no significant or material orders were passed by the regulators or courts or tribunals which could
impact the ''going concern'' status and the future operations of the Company.
AUDITORS & AUDIT REPORTa) Statutory Auditor
M/s. Mittal Agarwal & Co., Chartered Accountant (FRN: I3I025W) were appointed as the Statutory Auditors of the
Company by the Shareholders at the 36th AGM of the Company to hold office for a period of 5 (five) consecutive years
commencing from the conclusion of the 36th AGM until the conclusion of 41st AGM. The Statutory Auditors have
confirmed their independent status and eligibility to act as a Statutory Auditor of the Company, pursuant to applicable
provisions of the Act. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the
ICAI, pursuant to SEBI Listing Regulations.
Auditor''s Report for the year under review forms part of this annual report. There is no qualification, reservation or
adverse remark in their report on Financial Statement for FY 2022-23. The Notes on financial statements referred to in
Auditor''s Report are self-explanatory and do not call for any further comments.
The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the
Act and accordingly, such accounts and records are made and maintained by the Company.
The Board has, on recommendation of Audit Committee, appointed M/s. Kale & Associates, Cost Accountants, Mumbai
(Firm Registration No. 001819) to audit the cost records of the Company for the financial year 2023-24 pursuant to
Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014 and
Companies (Cost Record and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force). The Cost Auditors have confirmed that their appointment is in accordance with the applicable
provisions of the Act and rules framed thereunder and that they are not disqualified to be appointed as the Cost Auditors
of the Company for the year ending March 31,2024. As per the said provisions, the remuneration payable to the Cost
Auditors is required to be ratified by the shareholders at the ensuing AGM. Accordingly, a resolution seeking ratification
by members for their remuneration, forms part of the Notice convening 39th AGM. The Board recommends the same for
approval of Members.
In compliance with Section 148 of the Act and Rule 6 of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit
Report in the Form CRA - 4 (XBRL mode) for the financial year ended March 31,2022, was filed by the Company with the
Central Government on September 30, 2022. The Cost Auditors'' Report for the financial year 2021-22 does not contain
any qualification, reservation or adverse remark. The Cost Audit Report for the year ended March 31,2023 shall be filed
within the prescribed timeline in due course.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration on
Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, the Board of Directors of the Company
appointed M/s. Manish Ghia & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the
Company for the financial year 2022-23.
The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark. The
Secretarial Audit Report are self-explanatory and do not require any further explanation. The Secretarial Audit Report in
the prescribed Form No. MR - 3 is annexed to this Report as ''Annexure - C''.
The Annual Secretarial Compliance Report for the financial year ended March 31,2023, in relation to compliance of all
applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI
Listing Regulations, was submitted to the concerned Stock Exchange(s) within prescribed timeline. The said Report does
not contain any qualification, reservation or adverse remark.
The Company has its in-house Internal Audit team within the organization and Mrs. Saroj R. Kirdolia, Chartered
Accountant has been appointed as the Chief Internal Auditor for the financial year 2023-24.
Significant audit observations and corrective actions by the Internal Auditor thereon are presented to the Audit
Committee of the Board and reviewed on quarterly basis. Based on report of Internal Audit function, corrective actions in
the respective area are undertaken & controls are strengthened.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable mandatory Secretarial Standards, as amended
from time to time, issued by the Institute of Company Secretaries of India ("ICSIâ).
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31,2023 is available on the
Company''s website at : http://gufic.com/Notice/Form%20MGT%207.pdf
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as prescribed under Part B of Schedule V read with Regulation 34 of the SEBI
Listing Regulations is provided in a separate section and forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34 of the SEBI Listing Regulations mandates the inclusion of the Business Responsibility and Sustainability
Report (BRSR) as part of the Annual Report for the top 1,000 listed entities based on market capitalization.
Accordingly, BRSR forms part of this Annual Report and the same is also available on the website of the Company at
https://gufic.com/media/investors/annual-reports/
REPORT ON CORPORATE GOVERNANCE AND CERTIFICATE
The Company demonstrates unwavering dedication to upholding the utmost standards of Corporate Governance and
diligently follows the regulations prescribed by the Securities and Exchange Board of India ("SEBIâ). Furthermore, the
Company have integrated numerous exemplary governance practices and aims to continually augment long-term shareholder
value while ensuring utmost regard for minority rights in every aspect of our business choices.
Corporate Governance Report along with certificate received from M/s. Manish Ghia & Associates, Practicing Company
Secretaries and Secretarial Auditors of the Company confirming compliance of conditions of Corporate Governance for the
year ended March 31,2023 forms part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has zero tolerance towards sexual harassment at the workplace. Your Company is committed to fostering a
secure, supportive and healthy working environment that empowers employees to work without any concerns about
prejudice or gender bias.
Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment of women at workplaces in
accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH")
and Rules framed thereunder. The policy has set guidelines on the redressal and enquiry process that is to be followed by
complainants and the Internal Complaints Committee ("ICCâ), whilst dealing with issues related to sexual harassment at the
work place. All employees (permanent, temporary, contractual and trainees) are covered under this policy. Training /
Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
During the year under review, no complaints pertaining to sexual harassment was received by the Company. The Company has
submitted the Annual Returns to the local authorities, as required under the above mentioned Act.
As a responsible Corporate Citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of
Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report and Notices to
the Shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer
Agent.
Shareholders who have not registered their e-mail addresses so far are requested to do the same and become a part of the
initiative and contribute towards a Greener environment.
The Company believes that human resources are the valuable assets and we are committed to provide work environment
which is safe, diverse, inclusive and full of growth opportunities. The Company take utmost care while recruiting quality
resources.
The Company provides opportunities for employees to enhance their skills and knowledge through various training programs,
workshops which fosters career growth and satisfaction. Your Company maintains the highest standards of health and safety in
all its plants and facilities.
Industrial relations remained cordial throughout the year. The Company has strengthened its focus on overall well-being of the
employees.
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulationsâ), as amended from time to time, the
Company has formulated a Code of Conduct for Insiders ("Code of Conductâ) and the "Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Informationâ ("Code of Fair Disclosureâ) in line with the provisions of PIT
Regulations.
The aforementioned Codes can be accessed at the following web link:
Code of Conduct: http://gufic.com/wp-content/uploads/2020/06/Conduct-for%20Insider%20Trading.pdf
Code of Fair Disclosure:
These Codes lays down the obligations and responsibilities of Designated Persons, maintenance of the structured digital
database, procedure for pre clearance, mechanism for preventing insider trading and handling of Unpublished Price Sensitive
Information (UPSI), disclosure of UPSI for legitimate purposes, consequences of violation etc. The Company periodically
educates the Designated Person about the Code of Conduct. The Company has also maintained Structured Digital Database
(SDD) to ensure compliance with the statutory requirements.
In line with the PIT regulations, Directors and Designated Persons are not permitted to deal in shares of the Company while in
possession of UPSI in relation to the Company and during the period when the Trading Window is closed. The Company has
also formulated a policy on inquiry in case of leak of UPSI.
Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance
with the Code from all the designated persons.
The details of the Credit Rating received by the Company have been provided in the Corporate Governance Report, forming
part of this Annual Report.
During the year under review:
a. no application has been made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
Hence, the requirement of disclosing the details of application and proceedings along with their status as at the end of the
financial year is not applicable.
b. the requirement to disclose the details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable as there was no such valuation done.
c. there was no revision of financial statements and Board''s Report of the Company.
d. the Company has not failed to implement any corporate action.
e. the securities of the Company were not suspended.
Your Directors fully acknowledge the exemplary contribution made by every employee of Gufic at all levels for achieving
business goals. Their dedicated efforts and enthusiasm have been pivotal to enable the Company to navigate this period with
confidence. The Board of Directors would also like to thank all stakeholders for the continued confidence and trust placed by
them with the Company.
Your Directors take this opportunity to express their sincere appreciation for the support and co-operation extended by the
stakeholders, medical professionals, customers, bankers, financial institutions, government authorities and other business
associates. We look forward to continued support of all these partners in our journey of progress.
For and on behalf of the Board of Directors
of Gufic Biosciences Limited
Sd/-
Jayesh P Choksi
Place: Mumbai Chairman & Managing Director
Date: August!!, 2023 DIN: 00001729
Mar 31, 2018
The Members,
The Directors have pleasure in presenting the 34th Annual Report of the Company and the Standalone Audited Financial Statements for the financial year ended March 31, 2018.
FINANCIAL SUMMARY :
The financial performance of the Company, for the year ended March 31, 2018 is summarized below :
Rs. in Lakhs
|
Particulars |
2017-18 |
2016-17 |
|
Total Revenue |
30,706.26 |
26,185.80 |
|
Total Expenses |
27,911.07 |
24,749.06 |
|
Profit Before Interest, Tax, Depreciation and Amortization (PBITDA) |
4268.96 |
2439.06 |
|
Profit After Tax |
1602.17 |
902.08 |
|
Other Comprehensive Income |
(2.10) |
(1.02) |
|
Total Comprehensive Income |
1600.07 |
901.06 |
|
Transfer to General Reserve |
134.71 |
134.71 |
|
Earnings Per Share (EPS) |
2.07 |
1.17 |
The above Table gives the Standalone financial highlights of the Company based on Ind AS for the financial year 2017-2018 as compared to the previous financial year.
PERFORMANCE REVIEW:
The Companyâs total revenue for the year was Rs.30,706.26 lakhs as compared to Rs.26,185.80 lakhs in the previous year thus making an increase of about 17.26%.
During the year under review, the Net Profit of the Company also increased to Rs.1602.17 lakhs as against Rs. 902.08 lakhs in the previous year, thus marking a growth of about 77.61%. The increase in the Net Profit is mainly due to the increase in the operational revenue of the Company in the financial year 2017-18.
The Company has also progressed in the export market by making a growth of about 20.81 %, however its main focus lies with the Domestic market, which has shown a significant progress in the last three quarters of the financial year 2017-18 after the GST impact in its very first quarter.
TRANSFER TO RESERVES:
During the financial year 2017-18, Rs.134.71 lakhs was transferred to General Reserve.
DIVIDEND:
Your Directors are pleased to recommend a dividend of Re. 0.05/- (5%) on every equity share of Re. 1/- for the financial year ended March 31, 2018. The dividend if approved at the 34th Annual General Meeting (AGM), will be paid to those shareholders whose name appear on the Register of Members of the Company as of end of the cut off date as specified in the Notice to the AGM.
The dividend payout for the year under review has been formulated in accordance with the Companyâs policy to pay sustainable dividend linked with long term growth objectives of the Company to be met by internal cash accruals.
SCHEME OF AMALGAMATION
The Board of Directors at its meeting held on November 24, 2016 had approved the Scheme of Amalgamation of Gufic Stridden Bio-Pharma Private Limited (âTransferor Companyâ) with Gufic Biosciences Limited (âTransferee Companyâ) and their respective shareholders and creditors (âScheme of Amalgamationâ).
The Scheme was approved by the shareholders on May 28, 2018. Further, all the Regulatory authorities viz. ROC, Regional Director and Official Liquidator shall submit their report to National Company Law Tribunal (NCLT), Mumbai bench after which matter shall be heard by NCLT.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2018 was Rs.773.50 Lakhs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity nor made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.
FINANCE:
Cash and cash equivalents as at March 31, 2018 was Rs.367.12 lakhs. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees and investments covered under section 186 of the Companies act, 2013 have been disclosed in the Notes to the financial statements forming part of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal Audit team together with external audit consultants review the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee of the Company following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.
The Statutory Auditor of the Company has reported on the internal financial reporting system in Annexure B to the Independent Auditorsâ Report, which forms part of this Report. They have reported that the Company has maintained in all material respects except few material weaknesses, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2018, based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
The Company is putting its best efforts to get in place an adequate internal financial control framework without any material weaknesses.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Your Company understands its responsibilities as a Corporate citizen and strives to fulfill the same. In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee & the meetings held for the financial year 2017-18 are detailed in the Corporate Governance Report, forming part of this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link: http://gufic.com/wp-content/uploads/20l6/09/corporate-social-responsibilitypolicy.pdf
The details of the CSR activities undertaken by the Company during the year under review, is annexed to this report as âAnnexure Aâ.
LISTING:
Your Company is listed with the Bombay Stock Exchange Limited situated at P J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited situated at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051, bearing Scrip Code GUFICBIO. The listing fees for the year 2018-19 has already been paid by the Company.
CONSERVATION OF ENERGY:
i.Steps taken by the Company or impact on conservation of energy:
a. Ensured that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
b. In place an Online Energy Monitoring System to monitor day to day energy consumption and taking the remedial steps accordingly.
c. Replaced Conventional CFL lights with LED lights in phased manner. Primarily all new purchases of lights are done of LED lights.
d. Provided PRV (Pressure Reducing Valve) & Steam trap Valve wherever required to reduce excess consumption of steam and also improved quality of the steam by removing moistures from the line.
e. Involved in water recycling projects to reduce consumption of waters
f. Utilized of energy efficient motors.
g. Replaced old plant steam lines with new ones to stop steam losses, as and when required.
h. Utilized chilled water system
i. Treated high salt content in waste water system
j. Installed Variable Speed Drive (VSD) technology for HVAC to reduce power consumption and improve quality of air in the surroundings for preventing air contamination.
2. Steps taken for utilizing alternate source of energy
a. Used Biomass Briquettes instead of conventional fuels
b. Used Generator for procuring electric power through open access power
3. Capital investment on energy conservation equipment:
The Company has spent approximately 125 lakhs for conservation of energy in the financial year 2017-18
TECHNOLOGY ABSORPTION:
(i) Efforts made towards technology absorption;
The company has a full-fledged R&D division continuously engaged in research on new products and process improvement on existing products as part of continuous improvement As a part of technology absorption and adoption, once technology is developed for a product, it is tested in its plant and then the commercialization of the product commences. In the financial year 2017-18, the Company inter alia developed patient friendly formulations for the convenience of the patients, developed Oral dosage form like tablets and capsules. R&D is also engaged in development of External preparation and major parenteral products using new molecules.
(ii) the benefits derived as a Result of R & D :
- Twenty New Products were launched
- Two New Patents were Granted
- Continuous Improvisation on the Quality of the Product
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year);
(iv) the expenditure incurred on Research and Development : 528.82 lakhs
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
Earnings in foreign currency: Rs.1794.15 lakhs Out-go in foreign currency: Rs.76.74 lakhs
DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, Mr. Shrirang V Vaidya (DIN: 03618800) was appointed as an Additional Independent Director of the Company effective from February 12, 2018 by the Board of Directors of the Company, who holds office upto the date of the ensuing Annual General Meeting of the Company. The Board recommends appointment of Mr. Vaidya as an Independent Director of the Company for a term of three years w.e.f February 12, 2018 by the shareholders at the forthcoming 34th Annual General Meeting of the Company.
The Board of Directors at its Meeting held on May 29, 2018 have appointed Mr. Balram Singh (DIN : 06918085) as an Additional Non-Executive Non-Independent Director of the Company for a term of three years with immediate effect, subject to the approval of the shareholder at the ensuing Annual General Meeting. The Board recommends his appointment.
In accordance with the provisions of the Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Pranav J. Choksi (DIN 00001731), Whole Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in the circumstances which may affect their status as Independent Director during the year under review.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS :
In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors in the Company.
The Company continued with its Independent directorsâ familiarization programme for familiarizing them with companyâs operations, regulatory and critical aspects which would enable them to effectively discharge responsibilities and functions conferred on them.
The details of the familiarization programme imparted to Independent Directors have been put on the website of the Company. The link can be accessed at http://gufic.com/wpcontent/uploads/2016/18/Familarisation%20 programme%20for%20Independent%20Directors%202017-18.pdf
BOARD EVALUATION
The Board of Directors have laid down the manner for carrying out an annual evaluation of its own performance, its various Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âSEBI Listing Regulationsâ).
An annual evaluation was carried out by the Board of its own performance as also of its Committees and individual Directors. The evaluation was done by the Board after seeking inputs from all Directors, inter-alia covering different aspects viz. composition and structure of the Board, attendance including participation of the Directors at the Board and Committee meetings, observance of governance, quality of deliberations and effectiveness of the procedures adopted by the Board. In compliance with Regulation 17(10) of the SEBI Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated.
AUDIT COMMITTEE
The composition of the Audit Committee of the Company is in compliance with the provisions of Section 177(8) of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The functions performed by the Audit Committee, details of meetings held and attendances thereat are given in the Corporate Governance Report, which forms part of this Annual Report. The Board have accepted all the recommendations made by the Audit Committee.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013, SEBI Listing Regulations or other applicable laws in force. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors & Senior Management. The details of the criteria laid down for appointment of the Directors of the Company and the Policy on Remuneration of Directors is disclosed in the Corporate Governance Report, which forms a part of this Report.
MEETINGS
During the year under review, six Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, which forms part of this Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In compliance with the provisions of Section 134(3)© read with Section 134(5) of the Companies Act, 2013 your Directors confirm: -
a. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
b. 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 your Company at the end of the financial year March 31, 2018 and of the profit of your Company for that year;
c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that they had laid down proper internal financial controls and that the same are adequate and were operating effectively; and
f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
RELATED PARTY TRANSACTIONS:
In lines with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at the link: http://gufic.com/wp-content/uploads/2016/08/POLICY-ON-RELATED-PARTY-TRANSACTION.pdf
Prior omnibus approval was obtained for Related Party Transactions from Audit Committee at the beginning of the financial year for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Armâs Length. All Related Party Transactions were placed before the Audit Committee for review and approval.
The related party transactions entered into by the Company for the financial year 2017-18, are well within the limits as approved by the Audit Committee of the Company at its duly convened Audit Committee Meeting and the Members at the last Annual General Meeting of the Company held on September 05, 2017.
All related party transactions that were entered into during the financial year under review were at armâs length basis and in the ordinary course of the business. There were no materially significant related party transactions entered into by the company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. As stipulated by Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of related party transactions are given in Form No. AOC - 2, as Annexure âBâ to this Report.
SUBSIDIARY / JOINT VENTURE /ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture and associate company. Hence, the statement in Form AOC-1 is not applicable to the Company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website www.gufic.com
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism policy i.e. Whistle Blower Policy that enables the Directors and employees to report genuine concerns, unethical behavior, irregularities, if any, that would adversely affect the operation of the Company. The vigil mechanism provides for direct access to the Chairperson of the Audit Committee. The details of the policy is made available on the website of the Company i.e. www.gufic.com
The Vigil Mechanism Policy provides for (a) adequate safeguards against victimization of persons and (b) direct access to the Chairperson of the Audit Committee of the Company in appropriate or exceptional cases.
During the year under review, the Company did not receive any complaint against any Director or Senior Management Officials.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code can be accessed on the website of the Company at the web link : http://gufic.com/wp-content/uploads/20l6/08/code-of-Conduct-Insider-Trading.pdf.
The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
AUDITORS:
a. STATUTORY AUDITOR:
Messrs. S H R & Co., Chartered Accountants, (FRN: I2049IW) Mumbai, were appointed as the Statutory Auditor of the Company for a period of five years at the 30th Annual General Meeting of the Members of the Company. In terms of provisions of Section 139 (I) of the Companies Act, 2013, the continuation of their appointment as Statutory Auditors to audit the financials of the Company for the financial year 2018-19 shall be subject to ratification by the Members at the ensuing Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 of the SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of I ndia. The Board recommends the ratification of their appointment as Statutory Auditor.
b. COST AUDITOR :
Pursuant to provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records And Audit) Amendment Rules, 2014, the Company is required to appoint a Cost Auditor. to audit the cost records maintained by the Company. The Board, has on recommendation of Audit Committee, appointed M/s. Kale & Associates, Cost Accountants, Mumbai, (Firm Registration No. 101144) to audit the cost records of the Company for the financial year ending March 31, 2018. As required under the said Act and the Rules made thereunder, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the ensuing Annual General Meeting. Accordingly, a resolution seeking ratification by members for the remuneration payable to M/s. Kale & Associates is included in the Notice convening 34th Annual General Meeting.
In compliance with Section 148(6) of the Companies Act, 2013 and Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report, in Form CRA - 4 (XBRL mode), for the year ended March 31, 2017, was filed with the Ministry of Corporate Affairs on December 26, 2017.
c. SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Gajanan D. Athavale, a Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit report is annexed herewith as âAnnexure - Câ
d. INTERNAL AUDITOR :
The Board of Directors of the Company on the recommendation of the Audit Committee of the Company has appointed M/s. Mittal Agarwal & Co., Chartered Accountants (Firm Registration No. 0I3I025W) as an Internal Auditor of the Company for the financial year 20I8-I9.
During the year under review, the statutory auditors, secretarial auditors and cost auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section I43(I2) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
AUDITORâS REPORT/ SECRETARIAL AUDIT REPORT:
The explanation to the observation made in the Auditorsâ Report and the Secretarial Audit Report are as below as per Section 134 of the Companies Act, 2013.
1. INDEPENDENT AUDIT REPORT :
a. With reference to point no. 4(a) of Independent Auditorâs Report:- The Company have implemented Pharma Cloud, a new ERP system in line with the Goods & Services Act, which came in force from July 01, 2018. There is no major impact, due to any pending reconciliation.
b. With reference to point no. 4(b) of Independent Auditorsâ Report : The Company states that it has physical inventory of Rs. 10,091.51 lakhs as at March 31, 2018, of Raw Material, Packing Material, Work in Progress, Finished Goods and Stock in transit. The internal auditors of the Company M/s. Mittal Agarwal & Company, Chartered Accountants have physically verified inventories of raw materials, packing material, finished goods, work in progress goods and stock in trade, for which a physical verification certificate has also been issued by them.
c. With reference to point no. 4(c) of Independent Auditorsâ Report: The Company has unearthed the fraud committed by one of its marketing employee along with his accomplice who has misappropriated amount of Rs. 124.04 lakhs in the financial year 2014-15. The Company has taken strict legal action against the employee as well as the accomplice. The case is still pending before the Court of law. The Company is expecting to recover the amount from the employee and his accomplice and hence in view of the management no provision is required.
d. With reference to point no. 4(d) of Independent Auditorsâ Report : The company is in the process of seeking confirmation and its reconciliation with the books of accounts of the balances in Trade Receivable, loans & advances, Employee Advance, Trade Payable and Security and Trade Deposits from Agents and Stockiest. It is an ongoing exercise and the company will make necessary provision on completion of the process.
e. With reference to point no. 4(e) of Independent Auditorsâ Report : As the GST return - 3B report generated by the ERP system is accurate, there is no major impact, due to pending reconciliation.
2. SECRETARIAL AUDIT REPORT :
a. With regards to the unspent amount towards CSR activity, the explanation is provided in Annexure A to the Boardâs Report.
b. With regards to the compliances with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules notified thereunder, the Company is in the process to implement the law in its entirety.
c. With regards to system and process to monitor and ensure compliance with the applicable laws/rules/regulations etc, the Company on a continuous basis strive to strengthen the system to have timely compliance with the applicable laws/rules/regulations.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Dâ.
GREEN INITIATIVE :
The Ministry of Corporate affairs had taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.
Your Company appeals to all its shareholders, who are yet to register your e-mail addresses that they take necessary steps for registering the same to become a part of the initiative and contribute towards a Greener environment.
BUSINESS RISK MANAGEMENT:
Your Company has adopted a risk management policy for identification, evaluation and mitigation of business risk and threats. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. Various risk traced by the Company during the financial year 2017-18, were minimized to its best. The risk management policy adopted by the Company can accessed on the Companyâs website at the link : http://gufic.com/wp-content/uploads/20l6/08/Risk-Management-Policy-20l7-l8.pdf
HUMAN RESOURCES:
At Gufic, we value our employees and believe that they are the valuable assets of the Company and play a crucial role in the success and overall growth of the Company.
Your Company ensures strategic alignment of Human Resource practices to business priorities and objectives.
In todayâs competitive business world, attracting and retaining skilled employees have become difficult. Your Company has managed to retain many professional and skilled employees due to the work culture and environment adopted by the Company. Your Company continued to conduct various employee benefit, recreational and team building programs, social gatherings to foster team spirit.
During the year under review, the employeesâ strength of your Company increased to 1060 as compared to 1023, in the previous year.
Your Directors would also like to take this opportunity to express their appreciation for the hard work and commitment of the employees of the Company and looks forward for the sustained relationship between the Company and the employees.
On the Industrial front, your Company enjoyed cordial relationship with workers and employees at all levels.
PARTICULARS OF EMPLOYEES:
The information required under section 197 of the Act read with Rule 5[l] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, is given in âAnnexure- Eâ.
Further, the information as required under Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Corporate office of the Company and pursuant to the proviso to Section 136 (1) of the Act, the report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the Corporate office address of the Company.
CORPORATE GOVERNANCE:
Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Companyâs governance practices are described separately in this annual report. Mr. Deep Shroff, partner of M/s. S H R & Co., Chartered Accountant (FRN: I2049IW) has issued Auditorsâ Report on Corporate Governance on Companyâs compliance with SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. This certificate forms part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management discussion and analysis report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms a part of this report.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
Your Company has zero tolerance towards sexual harassment at work place and adhere to the safety of the women employees at the Company. Your Company believes in providing opportunity and key position to women professionals. It is the continuous endeavor of the Board of Directors to create a discrimination and harassment free environment for all its employees.
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.
During the year under review, no complaints were received by any employee of the Company pertaining to sexual harassment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in future.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards I & 2 as amended from time to time issued by the Institute of Company Secretaries Of India.
ACKNOWLEDGMENTS
Your Company and its Directors wish to extend their sincerest thanks to all its employees, stakeholders, medical professionals, clients, business partners, bankers, governments and other statutory authorities at all levels for their continuous co-operation and assistance.
The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.
Place: Mumbai For and on behalf of the Board of Directors
Date: 29th May, 2018 Jayesh Choksi
Chairman & Managing Director
DIN 00001729
Mar 31, 2015
The Directors have pleasure in presenting the 31st Annual Report of the
Company, together with the Audited Accounts for the financial year
ended 31st March, 2015.
FINANCIAL SUMMARY : Rs. in Lacs
Particulars 2014-15 2013-14
Total Revenues 15212.32 12363.65
Profit Before Interest, Depreciation
and Tax (PBIDT) 1446.69 1265.68
Interest 446.08 391.57
Depreciation 385.21 246.77
Profit Before Tax (PBT) 652.59 627.34
Provision for Tax 278.61 151.00
Excess Provisions Written Back 7.08 42.90
Provision for Deferred Taxation (48.84) 7.01
Profit After Tax (PAT) 415.74 426.43
Surplus Brought Forward 1700.16 1318.68
Balance Available for Appropriation 2115.90 1745.11
Appropriations:
Dividend 38.68 38.68
Tax on Dividend 7.87 6.27
Transfer to General Res. 280.07 --
Surplus Carried Forward 1789.28 1700.16
FINANCIAL HIGHLIGHTS :
During the year under review the sales increased to Rs.. 15212.32 Lacs
in comparison to previous year's Rs.. 12363.65 Lacs an increased of
23.04%. PBIDT increased by 14.30% and PBT increased by 4.02% PAT
decreased by 2.50%.
DIVIDEND :
The Directors are pleased to recommend a Dividend of 5 % per equity
share of Re.1 each for the financial year ended 31st March 2015.
The dividend payout for the year under review has been formulated in
accordance with the Company's policy to pay sustainable dividend linked
to long term growth objectives of the Company to be met by internal
cash accruals.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2015 was Rs.. 773.50 Lakhs.
During the year under review, the company has not issued shares with
differential voting rights nor granted stock options nor sweat equity
nor made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.
FINANCE:
Cash and cash equivalents as at March 31, 2015 was Rs.. 620.63 lakhs.
The company continues to focus on judicious management of its working
capital, Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
FIXED DEPOSITS :
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has given corporate guarantees covered under the provisions
of section 186 of the Companies Act, 2013. The terms and conditions
whereof are not prejudicial to the interest of the company. The details
of the investments made by company is given in the notes to the
financial statements and under point no. X of annexure to Auditors
report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Managing Director. The Internal Audit Department monitors and evaluates
the efficacy and adequacy of internal control system in the Company,
its compliance with operating systems, accounting procedures and
policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in
their respective areas an thereby strengthen the controls. Significant
audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The company has not contributed funds for the year ended march 31st,
2015. But Company has started contributing funds for the schemes of
eradicating hunger and poverty, promotion of education and medical aid
from May, 2015. The contributions in this regard have been made to the
registered trust which is undertaking these schemes. And company will
also undertake schemes of distributing food to the poor directly as
part of the CSR initiative.
The Annual Report on CSR activities is annexed herewith as: Annexure A
LISTING :
Your Company is listed with the Bombay Stock Exchange Limited at P. J.
Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and
with the National Stock Exchange of India Limited at Exchange Plaza,
Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code
GUFICBIO. The listing fees for the year 2015-2016 has already been paid
by the Company.
CONSERVATION OF ENERGY:
a. Company ensures that the manufacturing operations are conducted in
the manner whereby optimum utilization and maximum possible savings of
energy is achieved.
b. No specific investment has been made in reduction in energy
consumption.
c. As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot
be stated accurately.
(B) CONSUMPTION PER UNIT OF PRODUCTION
Since the Company manufactures several formulations and bulk drugs in
the same factory it is not practical to Apportion consumption of
Electricity and Furnace Oil to unit of Product.
TECHNOLOGY ABSORPTION:
Company's products are manufactured by using in-house know how and no
outside technology is being used for manufacturing activities.
Therefore no technology absorption is required. The Company constantly
strives for maintenance and improvement in quality of its products and
entire Research & Development activities are directed to achieve the
aforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
Foreign Exchanges earing amounted to Rs.. 1,175.48 lacs and for the
previous year it was Rs.. 922.88 lacs and the total foreign exchange
outgo amounted to Rs.. 124.63 lacs and for the previous year it was
Rs.. 32.99 lacs. Increase in Foreign exchange outgo is mainly due to
expense incurred for registration of products and related legal
expenses
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
DIRECTORS :
Tenure of Mr. Jayesh P. Choksi, Managing Director and Mr. Pranav
Choksi, Executive Director has been expired on March 31, 2015. The
Board recommend re-appointment of Mr. Jayesh P. Choksi as Chairman and
Managing Director and Mr. Pranav Choksi as wholetime Director of the
company for next 5 years subject to the approval of Shareholder and
resolution for re-appointment of Mr. Jayesh P. Choksi as Chairman and
Managing Director and Mr. Pranav Choksi as Wholetime Director is
incorporated in the notice of 31st Annual General Meeting of the
company.
Mr. Jayesh P. Choksi retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment. The Board
of Directors recommends his re-appointment Mr. Khantilal N. Sanghavi,
an independent director and Mr. M. G. Dhapalapur, Executive Director
submitted resignation to the Board on August 27th, 2014 and November
13th, 2014 respectively due to health issues related to age. The Board
hereby places on record its sincerest thanks and gratitude for the
invaluable contribution made by Mr. Khantilal N. Sanghavi and Mr. M. G.
Dhapalapur towards the growth and development of the company during his
tenure as a director. The Board also on behalf of the members wishes
Mr. M. G. Dhapalapur a long and healthy life.
Further as per section 152, 161 including any statutory modification
(including any statutory modification(s) or re-enactment(s) thereof for
the time being in force) the Company is required to appoint a Woman
Director on the board of the Company. Ms. Hemal Desai has been
appointed as Additional Director w.e.f 13th November 2015, to hold
office up to the date of forthcoming Annual General Meeting. Being
eligible, Ms. Hemal Desai offered herself to be appointed as the
Executive whole - time Director of your Company.
The details of training and familiarization programmers and Annual
Board Evaluation process for Directors have been provided under the
Corporate Governance Report.
The policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of Director, and also remuneration for Key Managerial
Personnel and other employee's forms part of Corporate Governance
Report of this Annual Report.
Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year five Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT :
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii. The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 the year under review.
iii. 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.
iv. The directors have prepared the annual accounts on a going concern
basis.
v. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi. The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a Policy on Related
Party Transactions which is also available on Company's website. The
Policy intends to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the Company and
Related Parties.
This Policy specifically deals with the review and approval of Material
Related Party Transactions keeping in mind the potential or actual
conflicts of interest that may arise because of entering into these
transactions. All Related Party Transactions are placed before the
Audit Committee for review and approval. Prior omnibus approval is
obtained for Related Party Transactions on a quarterly basis for
transactions which are of repetitive nature and / or entered in the
Ordinary Course of Business and are at Arm's Length. All Related Party
Transactions are subjected to independent review by a reputed
accounting firm to establish compliance with the requirements of
Related Party Transactions under the Companies Act, 2013 and Equity
Listing Agreement.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm's Length basis and forms part to the
Notes to Accounts in Note No. 31
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2, is appended as Annexure B to the Board's report.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary. Accordingly, the disclosure
in Form AOC 1 is not applicable
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as "code
of business conduct" which forms an Appendix to the Code. The Code has
been posted on the Company's website www.guficbio.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
be haviour from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with
relevant notes thereon explanation to the same are as below as per
Section 134 of the Companies Act, 2013.
With refer to point no. 6 of Independent Auditor's Report company has
unearthed the fraud committed by one of its marketing employee who has
misappropriated amount of Rs.. 123.80 lacs from that Rs.. 22.50 Lacs
has been recovered and management has taken necessary steps including
legal action and is hopeful of recovering the said amount. Accordingly
it has been shown the amount of Rs..123.80 Lacs under the head other
non-Current Assets (other).
With refer to point no. 7 of Independent Auditor's Report:-
1. Advances and Debts recoverability is a common feature of any running
business. The amount mentioned in 5(a)(I) keeps varying depending on
the strategies adopted for the year for growth of company as a whole.
2. However, management is confident of recoverability of such debts and
advances and the same are good and recoverable in nature
3. Due to strong internal control management has been successful in
reducing its debts less than 1 year from Rs.. 326.69 Lacs to Rs..
151.48 Lacs.
With refer to point no. 12(h) (iii) of Independent Auditor's Report
they was delay in transferring unpaid dividend of Rs.. 2 lakhs credited
to said account in FY 2006-07 pertaining to financial year 2005-06,
which was due to dispute with bank and same is resolved. And necessary
action has been started.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report with regard to non-filing of some forms were mainly
due to ambiguity and uncertainty of the applicability of the same for
the relevant period. However, the company would ensure in future that
all the provisions are compiled to the fullest extent.
AUDITORS:
The Auditors S H R & Co., Chartered Accountants, Mumbai, who was
appointment at 30th Annual General Meeting of the Members of the
company for 5 Year. The re-appointment to be ratify at ensuring Annual
General Meeting of the members of the company
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed CS Gajanan Athavale, a firm of
company Secretaries in practice to undertake the Secretarial Audit of
the Company. The Secretarial Audit report is annexed herewith as
"Annexure C"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure D".
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
PARTICULARS OF EMPLOYEES:
The detail information required pursuant to Section 197 read with rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, is
annexed herewith as "Annexure E".
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
For and on behalf of the Board of Directors,
Place: Mumbai
Date: 29th May, 2015 Jayesh Choksi
Chairman & Managing Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report of
the Company, together with the Audited Accounts for the financial year
ended 31st March, 2014.
FINANCIAL SUMMARY :
Rs. in Lacs
Particulars 2013-14 2012-13
Total Revenues 12363.65 10014.41
Profit Before Interest, Depreciation and Tax (PBIDT) 1265.68 1113.35
Interest 391.57 369.07
Depreciation 246.77 217.95
Profit Before Tax (PBT) 627.34 526.31
Provision for Tax 151.00 149.50
Excess Provisions Written Back 42.90 (9.30)
Provision for Deferred Taxation 7.01 53.19
Profit After Tax (PAT) 426.43 332.92
Surplus Brought Forward 1318.68 1030.71
Balance Available for Appropriation 1745.11 1363.63
Appropriations:
Dividend 38.68 38.68
Tax on Dividend 6.27 6.27
Transfer to General Res. - -
Surplus Carried Forward 1700.16 1318.68
FINANCIAL HIGHLIGHTS :
During the year under review the sales increased to Rs. 12363.65 Lacs
in comparison to previous year''s Rs. 10014.41 Lacs an increased of
22.83%. PBIDT increased by 13.68% and PBT increased by 19.19% PAT
increased by 28.08%.
DIVIDEND :
Please refer to Appendix No. I( As Attach)
LISTING :
Your Company is listed with the Bombay Stock Exchange Limited at P. J.
Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and
with the National Stock Exchange of India Limited at Exchange Plaza,
Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code
GUFICBIO. The listing fees for the year 2014- 2015 has already been
paid by the Company.
FIXED DEPOSITS :
During the year under review, your Company has not accepted any
deposits from the public.
DIRECTORS'' RESPONSIBILITY STATEMENT :
In terms of provisions of Section 217(2AA) of the Companies Act, your
Directors'' confirm that:
* In the preparation of the annual accounts, the applicable accounting
standards have been followed;
* Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made 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 ended 31st March, 2014 and
of the profits of the Company for that period;
* Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
* The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE REPORT
Your Company believes Corporate Governance is at the core of
stakeholder satisfaction. Your Company''s governance practicesare
described separately in this Annual Report. Your Company has obtained a
certification from SHR & Co., Chartered Accountants on our compliance
with Clause 49 of the ListingAgreement with Indian Stock Exchanges.
This certificate is attachedto the Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Agreement with the stock
exchanges is provided in a separate section and forms a part of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOES :
The additional information relating to Conservation of energy,
technology absorption, foreign exchange earnings and outgo, pursuant to
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the report of the Board of Directors)
Rules, 1988 is given in annexure and forms part of this report.
PARTICULARS OF EMPLOYEES :
There are no employees whose information is required to be given under
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
DIRECTORS :
Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale, and Mr. Jagdish D. Shah are
currently Non-Executive Independent Directors of the Company liable to
retire by rotation. In view of the provisions of Sections 149 & 152 of
the Companies Act, 2013 and amended clause 49 of the Listing Agreement,
it is proposed to appoint Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale,
and Mr. Jagdish D. Shah as Independent Directors under Section 149 of
the Companies Act, 2013 and clause 49 of the Listing Agreement, at the
ensuing Annual General Meeting for a period of upto five years, not
liable to retire by rotation. The Company has received notices in
writing proposing for appointment of Mr. Sharat S. Gandhi, Mr. Ashok
M. Tarale, and Mr. Jagdish D. Shah as Independent Directors.
Mr. Sheyas K. Patel who was appointed as additional director on the
meeting held on August 27, 2014 it is proposed to appoint Mr. Sheyas K.
Patel as Independent Directors under Section 149 of the Companies Act,
2013 and clause 49 of the Listing Agreement, at the ensuing Annual
General Meeting for a period of upto five years, not liable to retire
by rotation. The Company has received notices in writing proposing for
appointment of Mr. Shreyas K. Patel as Independent Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
AUDITORS :
Your Company''s statutory auditors, M/s. SHR & Co., Chartered
Accountants, Mumbai, retire at the conclusion of ensuing Annual General
Meeting. Your Company has received a letter from them to the effect
that their reappointment, if made, will be in accordance with the
provisions of section 139 and 141 of the Companies Act, 2013 and are
eligible for reappointment. Audit Committee and the Board recommend
their reappointment.
AUDITOR''S REPORT :
The remarks as contained in the Auditor''s Report read with Notes
forming part of the accounts are self-explanatory.
GREEN INITIATIVE :
The Ministry of Corporate Affairs has taken the Green Initiative in
Corporate Governance by allowing paperless compliances byCompanies
through electronic mode. Your Company supports the Green Initiative and
has accordingly decided to send all communications to its shareholders
to theirrespective registered E-mail addresses. Your Company appeals to
you, its shareholders, who are yet toregister your E-mail addresses
that you take necessary steps for registering the same so that you can
also become a part of the initiative and contribute towards a Greener
environment.
GRATITUDE AND ACKNOWLEDGMENTS :
Your Directors wish to thank all stakeholders, medical professionals,
business partners, government, other statutory bodies, banks, financial
institutions and shareholders for their assistance, co-operation and
encouragement. Your Directors also place on record their sincere
appreciation for significant contribution made by the employees at all
levels through their dedication, hard work and commitment and look
forward to their continued support and unstinting efforts in ensuring
an excellent all round operational performance.
For and on behalf of the Board of Directors,
Place: Mumbai Jayesh Choksi
Date : 30th May, 2014 Chairman & Managing Director
Mar 31, 2013
The Members,
The Directors have pleasure in presenting the Twenty Ninth Annual
Report of the Company, together with the Audited Accounts for the
financial year ended 31st March, 2013.
FINANCIAL SUMMARY:
Rs.in Lacs
Particulars 2012-13 2011-12
Total Revenues 10053.01 8393.28
Profit Before Interest,
Depreciation and Tax (PBIDT) 1127.26 748.20
Interest 383.00 263.07
Depreciation 217.95 188.12
Profit Before Tax (PBT) 526.31 296.01
Provision for Tax 149.50 125.50
Excess Provisions Written Back (9.30) 29.18
Provision for Deferred Taxation 53.19 (10.38)
Profit After Tax (PAT) 332.92 152.71
Surplus Brought Forward 1030.71 922.95
Balance Available for Appropriation 1363.63 1075.66
Appropriations:
Dividend 38.68 38.68
Tax on Dividend 6.27 6.27
Transfer to General Res.
Surplus Carried Forward 1318.68 1030.71
FINANCIAL HIGHLIGHTS:
During the year under review the sales increased to Rs. 10053.01 Lacs in
comparison to previous year''s Rs. 8393.28 Lacs an increased of 19.77%.
PBIDT increased by 50.66% and PBT increased by 77.80% PAT increased by
118.01%.
DIVIDEND:
The Directors are pleased to recommend a Dividend of 5 % per equity
share of Rs..1 each for the financial year ended 31st March 2013.
LISTING:
Your Company is listed with the Bombay Stock Exchange Limited at P. J.
Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and
with the National Stock Exchange of India Limited at Exchange Plaza,
Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code
GUFICBIO. The listing fees for the year 2013- 2014 has already been
paid by the Company.
FIXED DEPOSITS:
During the year under review, your Company has not accepted any
deposits from the public.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of provisions of Section 217(2AA) of the Companies Act, your
Directors'' confirm that:
In the preparation of the annual accounts, the applicable accounting
standards have been followed;
Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made 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 ended 31st March, 2013 and
of the profits of the Company for that period;
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliances with the conditions of
Corporate Governance pursuant to Clause 49 of the Listing Agreement is
annexed hereto.
Management Discussion and Analysis Report, as required under the
Listing Agreements with the Stock Exchanges is given as a separate
statement, which forms part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOES:
The information required under Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is annexed hereto and forms part
of this Report.
PARTICULARS OF EMPLOYEES:
There are no employees whose information is required to be given under
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
DIRECTORS:
As per the provisions of Companies Act, 1956 and Articles of
Association, Mr. Ashok M. Tarale and Dr. M.G. Dhapalapur retires by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for reappointment.
AUDITORS:
Comments given by the Auditors in their Audit Report when read together
with the notes to Accounts are self explanatory and needs no further
comments.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation for
the continuous support received from your Company''s customers, its
dealers and suppliers and from its bankers. Your directors also
acknowledge with gratitude the encouragement and support extended by
its valued shareholders.
For and on behalf of the Board of Directors,
Place: Mumbai Jayesh Choksi
Date: 30th May, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Twenty Eighth Annual
Report of the Company, together with the Audited Accounts for the
financial year ended 31st March, 2012.
FINANCIAL SUMMARY:
Rs. in Lacs
Particulars 2011-12 2010-11
Total Revenues 8393.28 7162.77
Profit Before Interest, Depreciation and
Tax (PBIDT) 748.20 608.28
Interest 263.07 190.58
Depreciation 188.12 180.66
Profit Before Tax (PBT) 296.01 237.04
Provision for Tax 125.50 60.41
Excess Provisions Written Back 29.18 1.69
Provision for Deferred Taxation (10.38) 28.54
Profit After Tax (PAT) 152.71 146.40
Surplus Brought Forward 922.95 821.65
Balance Available for Appropriation 1075.66 968.05
Appropriations:
Dividend 38.68 38.68
Tax on Dividend 6.27 6.42
Transfer to General Res. - -
Surplus Carried Forward 1030.71 922.95
FINANCIAL HIGHLIGHTS:
During the year under review the sales increased to Rs. 8393.28 Lacs in
comparison to previous year's Rs. 7162.77 Lacs an increased of 17.18%.
PBIDT increased by 23% and PBT increased by 25.30%. PAT increased by
4.30%.
DIVIDEND:
The Directors are pleased to recommend a Dividend of 5 % per equity
share of Rs..1 each for the financial year ended 31st March 2012.
LISTING:
Your Company is listed with the Bombay Stock Exchange Limited at P J.
Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and
with the National Stock Exchange of India Limited at Exchange Plaza,
Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code
GUFICBIO. The listing fees for the year 2012- 2013 has already been
paid by the Company.
FIXED DEPOSITS:
During the year under review, your Company has not accepted any
deposits from the public.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of provisions of Section 217(2AA) of the Companies Act, your
Directors' confirm that:
- In the preparation of the annual accounts, the applicable
accounting standards have been followed;
- Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made 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 ended 31st March, 2012 and
of the profits of the Company for that period;
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
- The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliances with the conditions of
Corporate Governance pursuant to Clause 49 of the Listing Agreement is
annexed hereto.
Management Discussion and Analysis Report, as required under the
Listing Agreements with the Stock Exchanges is given as a separate
statement, which forms part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOES:
The information required under Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is annexed hereto and forms part
of this Report.
PARTICULARS OF EMPLOYEES:
There are no employees whose information is required to be given under
Section 2I7 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
DIRECTORS:
As per the provisions of Companies Act, 1956 and Articles of
Association, Mr. Sharat S. Gandhi and Mr. Pranav J. Choksi retires by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for reappointment.
AUDITORS:
Comments given by the Auditors in their Audit Report when read together
with the notes to Accounts are self explanatory and needs no further
comments.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation for
the continuous support received from your Company's customers, its
dealers and suppliers and from its bankers. Your directors also
acknowledge with gratitude the encouragement and support extended by
its valued shareholders.
For and on behalf of the Board of Directors,
Place: Mumbai Jayesh Choksi
Date: 10th July, 2012 Chairman & Managing Director
Mar 31, 2011
The Members,
The Directors have pleasure in presenting the Twenty Seventh Annual
Report of the Company, together with the Audited Accounts for the
financial year ended 31st March, 2011.
FINANCIAL SUMMARY:
Rs.in ,000
2010-11 2009-10
Sales and Other Income 718,965 633,321
Earnings Before Interest,
Depreciation and Tax 62,964 56,285
Amortisation (EBIDTA)
Interest 21,194 22,724
Depreciation 18,066 16,625
Profit Before Tax (PBT) 23,704 16,936
Provision for Tax 6,041 6,100
Short / (Excess) Tax
Provisions of Earlier Year 168 (1571)
Provision for Deferred
Taxation 2,854 129
Profit After Tax (PAT) 14,641 12,278
Surplus Brought Forward 82,165 74,397
Balance Available for
Appropriation 96,805 86,674
Appropriations:
Dividend 3,868 3,868
Tax on dividend 642 642
Transfer to General Res - -
Surplus Carried Forward 92,295 82,165
FINANCIAL HIGHLIGHTS:
During the year under review the sales Increased to Rs.. 715783393 in
comparison to previous year's Rs.. 628864052 reflecting an increase of
13.82%.. EBITA increased by 11.57% and PBT increased by 38.97 %. PAT
increased by 19.25%.
DIVIDEND:
The Directors are pleased to recommend a Dividend of 5 % per equity
share of Rs 1 each for the financial year ended 3l st March 20ll.
LISTING:
Your Company is listed with the Bombay Stock Exchange Limited at R J.
Towers, Dalai Street, Mumbai 400 001, bearing Scrip Code No. 509079 and
with the National Stock Exchange of India Limited at Exchange Plaza,
Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 bearing Scrip Code
GUFICBIO. The listing fees for the year 2011 - 2012 has already been
paid by the Company.
FIXED DEPOSHS:
During the year under review, your Company has not accepted any
deposits from the public.
DIRECTORS RESPONSIBILITY ST ATEMENT:
In terms of provisions of Section 2I7(2AA) of the Companies Act, your
Directors' confirm that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed;
- appropriate accounting policies have been selected and applied
consistently and judgements and estimates made that are reasonable and
prudent so as to give a true and air view of the state of affairs of
the Company at the end of the financial year ended 31 st March, 2010
and of the profits of the Company for that period;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
- the annual accounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement is annexed hereto.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliances with the conditions of
Corporate Governance pursuant to Clause 49 of the Listing Agreement is
annexed hereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is annexed hereto and forms part
of this Report.
EMPLOYEES:
There are no employees drawing remuneration above the limits specified
under Section 217 (2A) of the Companies Act, 1956.
DIRECTORS:
Dr. M.G. Dhapalapur, Executive Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment.
Mr. Khantilal N. Sanghavi, Director of the Company, retires at the
ensuing Annual General Meeting and being eligible offers himself for
reappointment.
AUDITORS:
Comments given by the Auditors in their Audit Report when read together
with the notes to Accounts are self explanatory and needs no further
comments.
COST EFFECT IVENESS AND EFFICIENCY:
The Board and Senior Management of the Company are committed to ensure
efficiency and cost effectiveness. The Management is striving hard to
improve yield and productivity of manufacturing and marketing
processes. The Company is making highest possible efforts to maintain
quality and therapeutic effectiveness of its products. Enterprise
Resource Planning (ERP) system is effectively contributing for speedy
and effective communication between different offices of the Company
placed all over Country including Factory Premises and Administrative
Office.
APPRECIATION:
Your Directors wish to place on record their appreciation of the
dedication, commitment and contribution of all the stakeholders and
employees of the Company.
For and on behalf of the Board of Directors
Jayesh P. Choksi Mumbai
Chairman & Managing Director 31 st August 2011
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Sixth Annual
Report of the Company, together with the Audited Accounts for the
financial year ended 31st March, 2010.
FINANCIAL SUMMARY:
Rs in,000
2009-10 2008-09
Sales and Other Income 633,321 531,667
Earnings Before Interest,
Depreciation and Tax 56,285 60,147
Amortisation (EBITA)
Interest 22,724 26,246
Depreciation 16,625 16,725
Profit Before Tax (PBT) 16,936 17,176
Provision for Tax 6,100 (2,320)
Fringe Benefit Tax - 956
Excess Provision Written Back (1,571) (7,414)
Provision for Deferred
Taxation 129 12,950
Profit After Tax (PAT) 12,278 8,364
Surplus Brought Frd. 74,397 70,558
Balance Available for
Appropriation 86,674 78,921
Appropriations:
Dividend
Tax on dividend 3,868 3,868
Transfer to General Res. 642 657
Surplus Carried Forward 82,165 74,397
FINANCIAL HIGHLIGHT:
The total revenue of the Company grew by 19.12% to Rs 6333.21 lakhs.
During the year under review the sales increasedfrom Rs 516,841 thousand
in comparison to previous year to Rs 628,864 thousand an increase of
21.67 %. Reduction in sales of Chemical Segment and gradual loss in
Agro Segments reflected and had their effects on total earning of the
Company. EBITA reduced by 6.42%. PBT decreased by 1.42 %. PAT increased
by 46.79.
DIVIDEND:
The Directors are pleased to recommend a Dividend of 5 % per equity
share of Rs 1 each for the financial year ended 31st March 2010.
LISTING:
Your Company is listed with the Bombay Stock Exchange at P. J. Towers,
Dalal Street, Mumbai 400 001, bearing script Code No. 509079 and with
the National Stock Exchange of India Limited at Exchange Plaza, Bandra
Kurla Complex, Bandra (E), Mumbai 400 051 bearing script Code No.
GUFICBIO. The listing fees for the year 2010- 2011 has already been
paid by the Company.
FIXED DEPOSITS:
During the year under review, your Company has not accepted any deposit
from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of provisions of Section 217(2AA) of the Companies Act, your
Directors confirm that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed;
- appropriate accounting policies have been selected and applied
consistently and judgements and estimates made that are reasonable and
prudent so as to give a true and air view of the state of affairs of
the Company at the end of the financial year ended 31st March, 2010 and
of the profits of the Company for that period;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
- the annual accounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement is annexed hereto.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliances with the conditions of
Corporate Governance pursuant to Clause 49 of the Listing Agreement is
annexed hereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 217(1) (e) of the Companies Act,
1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is annexed hereto and forms part of this Report.
EMPLOYEES:
There are no employees drawing remuneration above the limits specified
under Section 217 (2A) of the Companies Act, 1956.
DIRECTORS:
Mr. Ashok M. Tarale, Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible offer him for
reappointment.
Mr. Pranav J. Choksi, Director of the Company, retires at the ensuing
Annual General Meeting and offers him for appointment.
AUDITORS:
Comments given by the Auditors in their Audit Report when read together
with the notes to Accounts are self explanatory and needs no further
comments.
COST EFFECTIVENESS AND EFFICIENCY:
The board and Senior Management of the Company are committed to ensure
efficiency and cost effectiveness. The Management is striving hard to
improve yield and productivity of manufacturing and marketing
processes. The Company is making highest possible efforts to maintain
quality and therapeutic effectiveness of its products. Enterprises
Resources Planning (ERP) system is effectively contributing for speedy
and effective communication between different offices of the Company
placed all over Country including Factory Premises, Administrative
Office.
APPRECIATION:
Your Directors would like to place on record their sincere gratitude to
the Shareholders, Bankers, Business Associates, Medical Professionals,
Customers, Government, and other Regulatory Agencies for their
continued support and faith in the Company. Your Directors are also
happy to place on record their appreciation for the whole-hearted
co-operation, commitment and contribution made by all the staff members
of GUFIC FAMILY and look forward to their continued support.
By order of the Board of Directors,
Jayesh P. Choksi Mumbai
Chairman & Managing Director 30th August 2010
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