Mar 31, 2018
To,
The Members,
Lyka Labs Limited
The Directors are pleased to present their Thirty Ninth Annual Report along with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2018.
1. FINANCIAL RESULTS
[Rs. in Lakhs]
Particulars |
For the Year ended 31.03.2018 |
For the Year ended 31.03.2017 |
Total revenue |
4438.30 |
8634.57 |
Profit/(loss) before Interest, provision for depreciation & Taxes and Write offs |
137.51 |
2347.25 |
Less: Interest |
775.94 |
1654.06 |
Operational Loss/Profit before Depreciation |
(638.43) |
693.18 |
Less: Depreciation |
(630.89) |
(552.55) |
Exceptional Items (Net) |
147.12 |
(196.32) |
Less: Tax Expenses |
38.26 |
37.05 |
Less: Other Comprehensive Income |
(29.71) |
(5.55) |
Loss for the year |
(1113.65) |
(24.18) |
2. DIVIDEND
Due to loss during the year, no dividend was declared for the financial year ended 31st March 2018.
3. RESERVE
No amount is transferred to Reserves.
4. OPERATIONS
During the year under review, the total revenue earned by the Company was Rs. 4438.30 lakhs as against total revenue of Rs. 8634.57 lakhs of previous year ended 31st March, 2017. The Company has reported Net Loss of Rs. 1113.65 lakhs for the year ended 31st March, 2018 as against net loss of Rs. 24.18 lakhs for per previous year ended 31st March, 2017.
The Companyâs current Financial situation has arisen, due to repayment of FDâs and Debentures in compliance with the changes in the Companies Act, 2013. As a result there has been significant outgo of funds resulting in Financial crunch impacting the sales and performance of the Company.
Due to fire in Lypholized Plant at Ankleshwar, the Company had to undergo huge loss and loss of Business which in turn impacted the performance of the Company. In the meanwhile, competition from new domestic manufacturing had an impact on Company margin.
The Company manufactures its products & export through its subsidiary Lyka BDR International Limited (LBDR) whose performance for its last year has been on the lower side, mainly due to currency crisis in buying countries as well as more countries are encouraging domestic production. The unsatisfactory performance of LBDR has inturn affected the sales of Lyka Labs Limited. Moreover, to meet with the requirement of developed market, company has suspended production of cepholosporins at its Ankleshwar plant, causing loss of revenue/production. This will be made up in the coming years.
5. Key features
a. The Company is engaged in discovery, manufacturing and marketing of formulations on P to P basis and of itâs own.
b. The Manufacturing activities are carried out with principles and practices of highest standards in production and testing of formulations.
c. The Products of various categories including cosmeceuticals, external preparations, dry powder injections, liquid and lyophilized injectable preparations are being produced in manufacturing facilities.
d. The Production of lyophilized injections including lyophilized bulk with outstanding output has been one of the important key features of the company.
6. Future Outlook
a. With overall growth of lyophilized product market, demand for lyophilized injectables are expected to increase. Company proposes to enhance and improve itâs existing infrastructure in order to cater increased requirement.
b. The Company plans to set up new world class manufacturing facility for injectable. After completion, this facility intends to cater to Europe/US markets.
c. The Company plans to initiate further international GMP approvals from Phillipines, Ukraine and EU for its current manufacturing facility. With these GMP approvals, company looks forward to expand itâs global business.
d. The Company has converted itâs cephalosporin production line into dry powder injection production line after systematic decontamination. This will enable to produce more injections of general category by achieving higher capability of production with technical ease in coming years.
e. The Company proposes to go for more emphasis on injectable research leading to development of new stable formulations. This shall be catering to future requirements.
f. The Company tends to increase business volume by entering into new business relationship with large and medium scale pharmaceutical companies in segment of cosmeceuticals, dermatology and injectables.
7. DIRECTORS
A. BOARD DIVERSITY
The Company recognize and embrace the importance of a diverse board in its success. Diverse Board comprising of professionals from various fields helps in guiding the Company from time to time.
B. BOARD MEETINGS
During the year, Eight Board Meetings were held. The details of which are given in the Corporate Governance Report.
C. POLICY ON APPOINTMENT AND REMUNERATION POLICY
The Company has appropriate mix of Executive, Non-Executive and Independent Directors. As on 31st March, 2018, the Board consist of 5 Directors, one is Executive/Managing Director, one is NonExecutive Director and three are Independent Directors.
D. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligation and Disclosure Requirement), Regulations 2015.
E. RETIREMENT BY ROTATION
Smt. Nehal N Gandhi retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her re-appointment as a Director for approval of members.
F. INDEPENDENT DIRECTORS FAMILIARIZATION PROGRAMME
The Company has framed policy on familiarization programme. The Independent Directors are familiarized with companyâs operation. They are provided with financial and other information in the Board Meeting. They are also appraised about their role and function. This will help them to effectively discharge their responsibilities. Independent Directors have visited our factory/plant located at Ankleshwar, Gujarat and they were also familiarised with production operations of the Company.
G. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
The Board has carried out performance evaluation of its own, the Committee and of the Directors pursuant to the provisions of the Act and applicable provisions of Listing Regulations, 2015.
The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of factors which includes Active Participation, Financial Literacy, contribution by a Director, positive Inputs, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement.
In the meeting of Independent Directors, performance of Non-Independent Directors, Performance of Board and Performance of the Chairman was evaluated.
H. COMMITTEE OF BOARD
Currently, the Board has five Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholder Committee, Share Transfer Committee and Risk Management Committee. A detailed note on composition of the Board and its committee is provided in the Corporate Governance Report which forms part of the Board Report.
I. CHANGES IN THE BOARD AND KMP
During the year under review, Shri. Vinod Shanbhag, Independent director on the Board has resigned with effect from 7th December, 2017.
Subsequent to closing of Financial Year:
1. Smt. Neha Thakore is appointed as Additional Independent Director (DIN No: 00893957) w.e.f 5th April, 2018.
2. Shri. Piyush G Hindia, Company Secretary and Compliance Officer has retired after closing hours of 5th April, 2018.
3. Shri. D. J. Darji is appointed as Company Secretary and Compliance Officer w.e.f 6th April, 2018.
8 AUDITORS
A. STATUTORY AUDITORS
M/s. Mehta Chokshi & Shah, Chartered Accountants (Firm Registration No. 106201W), were appointed as Statutory Auditors of the Company in 38th AGM to hold office till the conclusion of the 43rd Annual General Meeting.
In terms of the first proviso to Section 139 (1) of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting (AGM). Accordingly, the appointment of M/s. Mehta Chokshi & Shah, as Statutory Auditors of the Company, is placed for ratification of the shareholders at the AGM. The Company has received a certificate from the auditors to the effect that they fulfill the eligibility criteria of the provisions of Section 141 of the Companies Act, 2013. The Audit Committee has recommended their appointment for ratification.
B. BRANCH AUDITORS
M/s. M.I. Shah & Co., Chartered Accountants (Firm Registration No. 119025W), were appointed as Branch Auditor of the Company in 38th AGM to hold office till the conclusion of the 43rd Annual General Meeting.
In terms of the first proviso to Section 139 (1) of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting (AGM). Accordingly, the appointment of M/s. M.I. Shah & Co, as Branch Auditors of the Company, is placed for ratification of the shareholders at the AGM. The Company has received a certificate from the auditors to the effect that they fulfill the eligibility criteria of the provisions of Section 141 of the Companies Act, 2013. The Audit Committee has recommended their appointment for ratification.
C. COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules 2014, as amended from time to time, the cost audit records maintained by the Company are required to be audited by cost accountant. The Company has appointed M/s. Kirit Mehta & Associates, Cost Accountant (Firm Registration No.000048) to audit the cost records of the Company for the financial year 2018-19. The remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included as Item No. 6 of the Notice convening the Annual General Meeting.
D. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Kaushal Doshi & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as âAnnexure Aâ.
10. MATERIAL CHANGES AND COMMITMENT AFTER THE END OF THE FINANCIAL YEAR WHICH HAVE IMPACT ON FINANCIAL POSITION
The Company has outstanding Term Loan and Working Capital Credit Facilities aggregating Rs. 73.43 crores plus interest with Dena Bank. The Company has approached to Bank for compromise settlement of Accounts. The Bank has considered and granted âIn Principle approvalâ for compromise settlement of our accounts.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT
AUDITORâS QUALIFICATION:
(i) Note no. 1 of the auditorâs report for the quarter and year ended 31st March, 2018 regarding reversal of interest on term loan from two banks provided for the period from April 2017 to September 2017 amounting to Rs 469.92 Lakhs and non-provision of interest on term loan from said two banks for the period from October 2017 to March 2018 amounting to Rs 471.64 Lakhs, aggregating to Rs 941.56 Lakhs.
Further, the Company has reversed Interest expenses for earlier years for the period from February 2016 to March 2017 amounting to Rs 344.35 Lakhs. There is non-provision for penal interest on term loan from two banks and working capital limit from one bank amounting to Rs 80.04 Lakhs. These nonprovisions/reversal of provision for interest is not in compliance with Ind AS 109 Financial Instruments.
Accordingly loss for the year is understated by Rs. 1365.95 Lakhs.
(ii) Inventories include slow/non-moving raw material and packing materials procured during the earlier years amounting to 174.06 lakhs as on 31st March 2018, which are valued at cost. This is not in accordance with Ind AS 2 inventories, which requires such inventories to be valued at lower cost or net realizable value. Accordingly we are unable to quantify the impact of reduction in profit for the quarter ended 31st March, 2018 and increase in the loss for the year.
MANAGEMENT EXPLANATIONS:
(i) As our account with some of the Banks have been classified as NPA, we have on going discussion with Banks for OTS / Restructuring and accordingly Company has not provided interest in the current quarter as well as written back the interest provided in earlier quarters. The Company has approached to Bank for compromise settlement of Accounts. The Bank has considered and granted âIn Principle approvalâ for compromise settlement of our accounts.
(ii) As regards to slow/non moving materials Company is taking necessary steps to utilize/realize the same.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached to this report and marked as âAnnexure Bâ.
13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has formulated a policy on Risk Management and constituted Risk Management Committee.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans and guarantees given by the Company during the year under review and details of Investment made under Section 186 of the Companies Act, 2013 are given in the notes to the Balance Sheet.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Related Party Transactions effected during the financial year were on Armâs length basis and in the ordinary course of business. Omnibus approval of Audit Committee is obtained as per RPT Policy. The Related Party transactions effected during the financial year are disclosed in the notes to the Financial Statement.
The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 is attached to this report as per âAnnexure Câ.
The Company has obtained approval from the shareholders for the financial limit of the related party transactions that was entered into, during the year under review. The Company has formulated a policy for dealing with âMaterial Related Partyâ transaction and âRelated Partyâ transactions.
15 COMPANYâS POLICY
The highest ethical standards are followed by the Company in business transactions. The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed Companies. The Company has framed various policies such as Nomination and Remuneration Policy, Policy on materiality subsidiaries and related matters, Policy on Materiality of events, Related Party Transactions Policy, Risk Management Policy, Whistle Blower Policy, Insider Trading code etc which are displayed on the companyâs Website i.e. www.lykalabs.com.
16 ANNUALRETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished as per âAnnexure Dâ and attached to this Report. A Detailed Annual Return after filing with ROC, will be available on our website i.e. www.lykalabs.com.
17 DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that year;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) that the Directors had devised proper systems to ensure compliance with the provisons of all applicable laws were in place and were adequate and operating effectively.
18 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has three subsidiaries namely Lyka BDR International Limited, Lyka Exports Limited and Lyka Healthcare Limited. The details of their performance are as under:
LYKA BDR INTERNATIONAL LIMITED (LBDR)
Lyka Labs Ltd is holding 65.22% of the Issued capital of Lyka BDR International Limited. During the year, the Company has reported EBDITA of Rs. 301.08 Lakhs and Net Loss after Tax is (Rs. 292.13 Lakhs) as against in previous year EBDITA of (Rs. 146.81 Lakhs) and Net Loss after Tax is (Rs. 501.33 Lakhs)
LYKA EXPORTS LIMITED (LEL)
Lyka Labs Ltd is holding 72.80% of Issued capital of Lyka Exports Limited. During the year, the Company has reported EBDITA of Rs. 17.03 Lakhs and Profit after Tax is Rs. 2.64 Lakhs as against in previous year EBDITA of (Rs. 5.13 Lakhs) and Net Loss after Tax is (Rs. 16.15 Lakhs), which was due to progress in the Business of Generic Pharmaceutical products meant for human consumption on PAN India basis.
LYKA HEALTHCARE LIMITED (LHL) - WHOLLY OWNED SUBSIDIARY
Lyka Labs Ltd is holding 100% of Issued capital of Lyka Healthcare Limited. During the year under review, the Company has reported EBDITA of (Rs. 151.77 Lakhs) and Net Loss after Tax is (Rs. 317.20 Lakhs) as against in previous year EBDITA of (Rs. 188.70 Lakhs) and Net Loss after Tax is (Rs. 330.63 Lakhs).
Performance and financial position of each of the subsidiaries for the year ended 31st March, 2018 attached in âAnnexure Eâ and forms part of this report.
19. DISCLOSURE OF CSR:
CSR is not applicable to the Company.
20. SHARE CAPITAL
During the year under review:
1. The Company has allotted 6100000 Equity Shares to Non-Promoters on preferential basis. Subsequent to allotment of 6100000 Shares, the paid up capital of the Company is increased to Rs. 28,14,00,000.
2. The Company has also allotted 550000 convertible equity warrants to one of the promoters on preferential basis.
21. SCHEME OF MERGER (BY ABSORPTION)
The Board of Directors at their meeting held on 29th May, 2017 had approved the Scheme of Merger of Lyka Healthcare Limited, Wholly Owned Subsidiary (âthe transferorâ) with Lyka Labs Limited, Holding Company (âthe Transfereeâ) and their respective shareholders (The Scheme of Amalgmation).
The Scheme was approved by Equity Shareholders, Preference Shareholder and Unsecured Creditors at their respective meetings held on 27th March, 2018. The meeting of Secured Creditors could not be proceeded with due to lack of quorum.
The Companyâs management is taking necessary steps to implement merger.
22. DEPOSITS
During the year under review, the Company has not accepted any deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
As of March, 2018, the company has unclaimed fixed deposits of Rs. 49,52,000/-.
23. DEBENTURES
As per Order dated 22nd May, 2017 passed by National Company Law Tribunal (NCLT), Ahmedabad, the
Company was required to make first payment of debentures of Rs. 3.85 Crores due upto 31st March, 2015 by 30th July, 2017, second payment of debentures of Rs. 2.13 crores due in between 1st April, 2015 to 31st July, 2015 by 31st December, 2017 and third payment of debentures of Rs. 1.39 crores due in between 1st August, 2015 to 30th April, 2016 by 30th March, 2018 aggregating outstanding debentures of Rs. 7.37 crores. The Company has made the payment as per NCLT order.
As of 31st March, 2018, the Company has unclaimed debentures of Rs. 12,00,000/24.
STATUS OF BANK LIABILITY
Bank of Maharashtra:
1. Due to unforeseen circumstances, as a result the Company has defaulted in making repayment of installment of term loan since June 2016 and Interest payment since February, 2016 to Bank of Maharashtra.
2. The Company has received a Notice from Bank for repayment of their outstanding dues of Rs.14 crores including interest. The Company has replied to the Notice.
3. Further, Bank of Maharashtra has taken symbolic possession of the Companyâs premises at 101 Shiv Shakti Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai, (Andheri office). The Company had applied for Compromise Settlement which is pending for approval.
4. Till date Bank of Maharashtra has invoked 160000 equity shares which were pledged by promoter as a collateral security for giving Loan to the Company.
5. The Company has filed a securitisation application in Debt Recovery Tribunal, in order to restrict the Bank from taking any further action.
Dena Bank:
1. The payment of principal amount and interest to Dena Bank has become overdue. The Company has received a Notice from Dena Bank for repayment of their outstanding Term Loan and Working Capital Credit Facilities aggregating Rs. 73.43 crores plus interest.
2. Subsequently, the Company has received In Principle approval from Dena Bank for compromise of our accounts. The Company is in process of compliance of Terms & Conditions of In Principle approval of Compromise Settlement.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNAL.
During the year under review, the Company has received Order from National Company Law Tribunal (NCLT) Ahmedabad dated 22nd May, 2017, granting extension of time for repayment of Debentures as follows:
Sr. No. |
Outstanding Debentures due |
Amount (Rs.) |
Payable by |
1 |
Upto 31st March, 2015 |
38,500,000 |
30th July, 2017 |
2 |
From 1st April, 2015 to 31st July, 2015 |
21,300,000 |
31st December, 2017 |
3 |
From 1st August, 2015 to 30th April, 2016 |
13,900,000 |
30th March, 2018 |
Total |
73,700,000 |
The Company has complied with NCLT order.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND PROHIBITION AND REDRESSAL) ACT, 2013
The Company is complying with the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A Committee has been set up to redress complaints received regarding Sexual harassments. No Complaints has been received by the Committee during the year under review.
27. PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Act, and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as âAnnexure Fâ.
The information required pursuant to Section 197 (12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the Limits set out in the said rules, if any which includes names of top 10 employees in terms of remuneration drawn forms part of this Report. However, as per the provision of Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said Statement i.e. the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of such statement may write to the Company Secretary at the Companyâs Administrative Office at Mumbai.
28. CORPORATE GOVERNANCE
A Report on Corporate Governance along with certificate from Practising Company Secretary confirming the Compliance of the condition of Corporate Governance as stipulated in the Listing regulations is annexed in âAnnexure Gâ and forms an integral part of this Annual report.
29. MANAGEMENT DISCUSSION ANALYSIS REPORT
Management Discussion and Analysis Report is attached in âAnnexure Hâ.
30. ACKNOWLDEGEMENTS
Your Directors place on record their appreciation of the continued assistance, co-operation and support received from various Ministries of the Government of India, Government of Maharashtra, Government of Gujarat, the Companyâs Bankers, Customers, Shareholders, Fixed Deposit Holders and loyal & committed Employees for their unstinted support.
By Order of the Board
Place: Mumbai N. I. Gandhi
Date: 13th August, 2018 Chairman & Managing Director
(DIN: 00021530)
Mar 31, 2016
The Directors are pleased to present their Thirty Seventh Annual Report along with the Audited Financial Statements of the Company for the Financial Period of nine months ended 31st March, 2016.
1. FINANCIAL RESULTS
Rs. in Lacs
Particulars |
For the Period Ended 31.03.2016 (9 Months) |
For the Year Ended 30.06.2015 (12 Months) |
Total revenue |
6851.07 |
9219.16 |
Profit before Interest, provision for depreciation, taxes and write offs |
1917.85 |
2003.79 |
Less: Interest |
(1144.35) |
(1834.72) |
Operational Profit/(Loss) before Depreciation |
773.50 |
169.06 |
Less: Depreciation |
(264.02) |
(383.26) |
Exceptional Items (Net) |
60.23 |
363.47 |
Less: Prior year Expenses |
(87.69) |
(12.60) |
Profit/(Loss) for the year |
482.02 |
136.67 |
2. DIVIDEND
No Dividend was declared for the financial period ended 31st March, 2016 as the Company wants to plough back the profit for its working capital requirements.
3. PERFORMANCE
During the year under review, the total revenue earned by the Company was Rs.6851.07 lacs for the period of nine months as against total revenue of Rs.9219.16 Lacs of the previous financial year of twelve months and Rs.7311.77 Lacs for the period of nine months on an average annualized basis. The Company has earned Net Profit of Rs.482.02 lacs as against net profit of Rs.136.67 lacs of previous financial year.
There are no material changes and commitment after the end of Financial year which has impact on the financial of the Company. The Company continues to operate only in one segment i.e. pharmaceuticals and there is no change and commitment affecting the financial position of the Company.
KEY FEATURES
I. The Company has successfully set up new cosmetic block as an additional facility to its Ankleshwar manufacturing operation which has the capacity and competency to manufacture the superior quality of cosmeceutical products which meets international quality standards.
II. The dermatological products manufactured by the Company remain the primary segment which is inclusive of Steroids, Anti-Fungal, Acne Management, Emollients etc. The Growth of this segment is driven by aesthetic Cosmeceuticals comprising of:
a. Hair Care - Anti Dandruff, Vitalizer& Alopecia.
b. Skin Car - Anti-Wrinkle, Derma Fillers, Complexion, Moisturizers and Emollients
c. Nutrition Supplements.
III. Having the core competency and innovations brought about in Cosmeceuticals, many renowned companies have shown interest in the manufacture of selected cosmeceutical formulations for their launch in the premium cosmetic segment and Lyka with its expertise has been able to commercialize the same. The tie ups with renowned Companies are under progress. It is expected that these companies will launch an entire range of Cosmeceuticals portfolio with Lyka under P to P arrangement.
IV. The company is offering âMoisturizing cream'' to some of the leading pharma companies in India and these products are well accepted in the market.
V. The lyopholized products manufactured at Ankleshwar factory are doing well. The company entered into API Business by offering its wide range of Sterile APIs. The company had already obtained leadership positions in few of the segments. However, there are several new entrants in this segment.
FUTURE OUTLOOK
I. Lyka has a technical expertise in Lyophilized products with all the latest machineries and devices which enable it to give the product in one of the purest form. Considering the growing demand for lyopholized products, the Company has planned expansion of its manufacturing facilities at its Ankleshwar factory.Apart from injections, Lyka is planning to supply sterile API (Active Pharmaceutical Ingredients) using its artifact Lyophilization facility.
II. In the coming years, Company is also set to introduce 50 innovative dermatological formulations which are in its pipeline of development for both the domestic as well as oversea markets. This will create a new market dynamic in the pharmaceutical and healthcare industry.
III. Considering the growing trends in exports market, Lyka intends to explore the new avenues of entering into exports with innovative formulations in Cosmeceuticals particularly in hair care, skin lightening, anti-wrinkle and anti-ageing which would further enhance the overall presence of Lyka in overseas market.
IV. Considering the requirements of main stream dermatology & cosmeceuticals, various formulations are being developed at the Research and Development center of Lyka Labs in the segment of dermatology and cosmeceuticals which will self-proclaim the innovations & advancement through its initiative.
V. In the coming years, the Company intends, develop, manufacture and market of its own branded products.
4. SHARE CAPITAL
During the year under review, 460000 Equity Shares were allotted on preferential basis to promoter group under Series I on conversion of equal number warrants on 2ndNovember, 2015. Consequently, the issued & paid up equity share capital of the Company increased to Rs.22.04 Crores.
The Promoter Group has made an application to SEBI for seeking exemption from making an open offer for subscribing additional 1040000 shares on preferential basis under series II. The exemption was not considered favorably by SEBI.As a result, the funds which promoters have agreed to bring into the Company by subscribing the additional shares to meet the requirement of fund could not materialize.
5. MERGER
The merger of Subsidiaries viz Lyka Healthcare Limited and Lyka Exports Limited is considered with Lyka Labs Limited w.e.f 1st April, 2016.The merger will be cost advantageous and also help to expand the business of Lyka Labs in Marketing of Anesthesia, Dermatology & Cosmetology range of Products.
6. DIRECTORS
A. BOARD DIVERSITY
The Board of the Company consist of diverse members who have expertise in various field which will leverage difference in thoughts, perspective, Knowledge, skill which will help the Company to retain competitive advantage.
B. BOARD MEETING
During the year, 10 Board Meetings were held, the details of which are given in the Corporate Governance Report.
C. POLICY ON APPOINTMENT AND REMUNERATION
The Company has appropriate mix of Executive and Independent Directors to maintain the independence of the Board. As on 31st March, 2016, the Board consist of six members of which, one is Managing Director, one is Non-Executive Woman Director and four are Independent Directors
D. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of Independent Directors under Section 149(7) of Companies Act, 2013, that they meet the criteria laid down under Section 149(6) of the Companies Act, 2013.
E. RETIREMENT BY ROTATION
Smt. Nehal N Gandhi retire by rotation as Director at the ensuing Annual General Meeting and being eligible offer herself for reappointment. Board recommends her re-appointment as Director at the ensuing Annual General Meeting.
F. APPOINTMENT OF DIRECTORS DURING THE FINANCIAL YEAR
The appointment of Shri. Yatin N Shah, Shri. Atit N Shukla and Shri. Ajit S Bagadia are regularized as Independent Directors at the 36th Annual General Meeting held on 30th December, 2016 for the period of three years.
G. INDEPENDENT DIRECTORS FAMILIARIZATION PROGRAMME
The Independent Directors are familiarized with company''s objectives, Financial performance and various policies adopted by the Company. They have also visited to the Company''s plant Located at Ankleshwar and appraised about its operations. They are also appraised about their roles and responsibilities. The Company has framed the policy on familiarization programme.
H. EVALUATION OF BOARD AND DIRECTORS
Pursuant to the provision of the Act and Listing Regulations, the Board had carried out performance evaluation of its own and of the Independent Directors
I. COMMITTEE OF BOARD
Currently, the Board has five Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholder Committee, Share Transfer Committee and Risk Management Committee. A detailed note on composition of the Board and its committee is provided in the Corporate Governance Report.
7. AUDITORS
A. STATUTORY AUDITOR
The Company''s Statutory Auditor, M/s. M.A Parikh & Co., Chartered Accountants (Firm Registration No. 107556W), hold office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. They have given their consent to act as Auditor of the Company, if appointed at the ensuing Annual General Meeting. They confirmed that their appointment is in accordance with provisions of sections 139 and 141 of Companies Act, 2013. The Audit Committee has recommended their re-appointment.
B. SECRETARIAL AUDITOR
Pursuant to the provision of section 204 of the Companies Act, 2013 and Rules made thereunder, the Board has appointed M/s V. Sundaram & Co, Practicing Company secretaries as Secretarial Auditor of the Company for the financial year 2016-17. The Secretarial Audit Report for financial year 2015-16 is attached to the Directors Report as Annexure A.
C. COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 and rules made there under, the Board has appointed M/s. Kirit Mehta & Associates, Cost Accountant (Firm Registration No.000048) on the recommendation of the Audit Committee for the financial year 2016-17.
D. BRANCH AUDITOR
Company''s Branch Auditor, M/s. Thacker Butala Desai, Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment as Branch Auditor. They confirmed that they are meeting the eligibility criteria as provided in section 139 & 141 of Companies Act, 2013.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached to the Directors Report as Annexure B.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has formulated a policy on Risk Management and constituted a Risk Management Committee.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.
The Company has given counter guarantee to Clearwater Capital Partners India Pvt Ltd who has assigned all receivables due from Lyka BDR International Limited, a subsidiary to Futuristic Solutions Ltd for a total amount of Rs.25 crores. (The outstanding amount of the loan covered under this guarantee is Rs.1.25 crores Inclusive of interest as of 31st March, 2016).
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Related Party Transactions entered during the financial year are in the ordinary course of Business. The Company has obtained approval from shareholders by passing special resolution approving the financial limit of the Related party transactions entered during the financial year under review. The Company has formulated a policy for dealing with âMaterial Related Party Transactions'' and âRelated Party Transactions''. The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 is attached to the Directors Report as Annexure C.
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
A AUDITORS OBSERVATIONS:
The Statutory Auditor at point no.4.2 of notes to their Auditors report qualified that the direct expenditure and allocable indirect expenditures incurred in respect of ânew product development and applied researchâ aggregating to Rs.1313.88 lacs including finance cost of Rs.220.87 lacs is carried forward under capital work in progress-intangibles.
B MANAGEMENT EXPLANATION:
Lyka has a separate R & D centre at Mumbai which is approved by the Department of Science and Technology, Government of India. It has well equipped laboratories with state of the art equipment to explore development of a wide range of formulations.
Like other pharma companies, Lyka Labs also conduct clinical trails, toxicity studies, stability studies in a phased manner and detailed documentation required for obtaining Regulatory approval is compiled. The period involved could be as much as 8-10 years and result in substantial development costs.
The benefit of such substantial development costs by way of new product development would accrue over a period of time and therefore such development costs are capitalized as and when regulatory approvals are obtained and commercial operations commence of the respective products or charged to Statement of Profit and Loss in the year in which development is abandoned.
During the year, the Company has capitalized Rs.33.22 lacs as âSelf-Generated Intangible Assetsâ upon successful development of respective products and there is no charge to Statement of Profit and Loss as there are no products, development of which is abandoned. There is no impact of this qualification on profit & loss account.
13. COMPANYâS POLICY
The Company has formulated various policies as per SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015,which are available on Company''s Website i.e. www.lykalabs.com.
14. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is attached to the Directors Report as Annexure D.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement as under:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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 and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has three subsidiaries namely Lyka BDR International Limited, Lyka Exports Limited and Lyka Healthcare Limited. The details of their performance is as under:
LYKA BDR INTERNATIONAL LIMITED (LBDR)
During the year under review, the total revenue earned by LBDR was Rs.67.06 Crore as against total revenue of Rs.66.74 Crore of previous year. It has reported Net Profit of Rs.45.58 Lakhs as against net loss of Rs.40.72 Lakhs of previous financial year.
Main assets of LBDR are its registration rights in various overseas market. Currently LBDR is having 349 registrations. During the year, 158 applications are submitted to Health Authority in 27 countries for fresh / renewal registration against which 42 fresh /renewal registration have been received. LBDR is expecting several new registrations in Sudan, Peru, Myanmar,Cameroon, Kenya, Saudi Arabia in financial year 2016 -17. LBDR performed well in existing territories such as Sudan, Congo, Russia, Chile and other African Countries.
FUTURE OUTLOOK
LBDR is likely to file about 100 new dossiers mainly in semi regulated markets. The Registrations received recently during the year are likely to help LBDR to generate new businesses. LBDR is focusing on emerging markets like Peru, Sudan, Russia, Philippines etc. where it expects new business in the coming year. LBDR will endeavor to improve its product mix to achieve better realization.
LYKA HEALTHCARE LIMITED (LHL)
Lyka Labs Ltd. hived off its domestic marketing division to Lyka Healthcare Ltd, a Wholly Owned Subsidiary in June 2013. It is engaged in ethical marketing and promotion of healthcare medicines.
Operational revenue of Lyka Healthcare Limited have grown from Rs.76.87 lakhs in 2013 (one month''s operations) to Rs.1,414.86 lakhs in 2016 at CAGR of 164% in the Last 3 years.
LHL is marketing ethically promoted pharmaceutical brands. The main therapeutic areas are gastroenterological, anti-infectives, Cosmo nutraceuticals, anesthesia and critical care. The Company is also into trading of pharmaceutical products.
FUTURE OUTLOOK
LHL is mainly focusing on gastroenterological, anti-infectives, cosmonutraceuticals, anesthesia and critical care which has better potentiality of generating revenue and profitability
LYKA EXPORTS LTD(LEL).
OPERATIONS
During the year under review, the total revenue was Rs.1263.78 Lacs as compared to total revenue of Rs.2425.37 Lacs of the previous year. During the year, Lyka Exports has sold its Animal Healthcare Division to Alivira Animal Healthcare Limited.
FUTURE OUTLOOK
Lyka Exports is focusing on branded generic pharmaceutical products. The Company is exploring to launch OTC range products through retail outlet.
Performance and financial position of each of the subsidiaries for the year ended 31st March, 2015 is attached to the Directors Report as Annexure E.
17. DEPOSITS
The Company has neither accepted nor renewed any fixed deposits during the year under review. The details of the outstanding fixed deposits are as under:
Sr. No. |
Particulars |
Amount in Rs. |
1 |
Amount accepted during the year |
Nil |
2 |
Amount remained unpaid or unclaimed as at the end of the year |
6,91,52,000 |
3 |
whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved |
|
(i) |
at the beginning of the year |
1974 10,85,86,000 |
(ii) |
maximum during the year |
1974 10,85,86,000 |
(iii) |
at the end of the year |
974 7,40,34,791 |
As per the order of Company Law Board, western region Bench, dated 22nd January, 2016, the Company has paid the deposits matured and claimed up to 31st December, 2015.
18. DEBENTURES
The Company has made an application to CLB on 31st March, 2015 for seeking extension of time for repayment of Debentures which is pending for hearing. The Company has outstanding debentures of Rs.8.63 Crores as of 31st March, 2016.
19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
a) Shri.Ajit S. Bagadia : Chairman (Independent Director)
b) Shri. N. I. Gandhi : Member (Managing Director)
c) Shri. Vinod S. Shanbhag : Member (Independent Director)
d) Shri. Yatin N. Shah : Member (Independent Director)
e) Shri. Atit N. Shukla : Member (Independent Director)
The Company has framed Whistle Blower Policy. Under Vigil mechanism, the affected employees and Directors can directly access to the Chairman of the Audit Committee for adequate safeguard against victimization.
20. DISCLOSURE OF CORPORATE SOCIAL RESPONSIBILITY(CSR)
Corporate Social Responsibility is not applicable to the Company.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
The Company has received order from Company Law Board, Western Region Bench granting extension of time for repayment of Fixed Deposits due and claimed up to 31st December, 2015 on or before 30th June, 2016 and to repay the fixed deposits due and claimed from 1st January, 2016 to 30th September, 2016 on or before 31st March, 2017.
The Company has complied first part of the order and made the payment to those deposit holders whose fixed deposit matured and claimed upto31st December, 2015.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND PROHIBITION AND REDRESSAL) ACT, 2013
The Company is complying with the Provisions of Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. A Committee has been set up to redress complaints received regarding Sexual harassments. No Complaints has been received by the Committee during the year under review.
23. RELATED PARTY TRANSACTIONS
The Company has obtained approval from the shareholders by passing a special resolution approving the financial limit of the related party transactions for the financial year 2015-16. The Company has formulated a policy for dealing with âMaterial Related Party'' Transactions and âRelated Party'' Transactions.
24. DISCLOSURE FOR RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEEâS REMUNERATION AND OTHER DETAILS AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16:
Name |
% Increase in the remuneration |
Ratio of the remuneration of each Directors/to median remuneration of the employees |
Shri Narendra Ishwarlal Gandhi |
Nil |
33.81% |
No Increase in the remuneration of Chief Financial Officer and Company Secretary.
2) The Percentage increase in the median remuneration of employees in the financial year: 1.79%
3) The number of permanent employees on the rolls of the Company: 210
4) Explanation on the relationship between average increase in remuneration and the Companyâs performance:
The Increase in remuneration is considered based on the performance of the Company and available liquidity.
5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average Percentage Increase made in the salaries of Employees other than the managerial personnel in the last financial year i.e. 2015-16 was 1.03%.
6) The key parameters for variable component of remuneration availed by the directors are as follow: NA
7) It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company: Not as per policy.
25. PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
During the year under review, there were no employees who are in receipt of remuneration aggregating to Rs.One crore and two Lakhs or more for the year or Rs.Eight Lakh and fifty thousand for part thereof.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is attached to the Directors Report as Annexure F.
27. CORPORATE GOVERNANCE
Report on Corporate Governance is annexed and forms an integral part of this Annual Report. Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in the Listing regulations is attached to the Directors Report as Annexure G.
28. ACKNOWLDEGEMENTS
Your Directors place on record their appreciation of the continued assistance, co-operation and support received from various Ministries of the Government of India, Government of Maharashtra, Government of Gujarat, the Company''s Bankers, Customers, Shareholders, Fixed Deposit Holders and loyal & committed Employees for their unstinted support.
By order of the Board
N. I. GANDHI
Place: Mumbai Chairman & Managing Director
Date: 12th August, 2016 (DIN: 00021530)
Jun 30, 2015
The Directors are pleased to present their Thirty Sixth Annual Report
and the Audited Accounts of the Company for the Financial Year ended
30th June, 2015.
1. FINANCIAL RESULTS
Rs, in Lacs
Particulars For the Year For the Period
Ended 30.06.2015 Ended 30.06.2014
(12 Months) (15 Months)
Total revenue 9219.16 9139.71
Profit before Interest,
provision for depreciation,
taxes and write offs 2003.79 73.70
Less: Interest (1834.72) (2194.98)
Operational Profit/(Loss)
before Depreciation 169.06 (2121.28)
Less: Depreciation (383.26) (543.04)
Exceptional Items (Net) 363.47 (1154.50)
Less: Prior period Expenses (12.60) (365.51)
Profit on Slump Sale - 3457.16
Profit/(Loss) for the year 136.67 (727.18)
2. DIVIDEND
No Dividend was declared for the financial year ended 30th June, 2015
as the Company wants to plough back the profit for its working capital
requirements.
3. OPERATIONS
During the year under review, the total revenue earned by the Company
was Rs, 9219.16 lacs as against total revenue of previous year of Rs,
7311.77 lacs on an annualized basis, an increase by 26%. The Company
has reported Net Profit of Rs, 136.67 lacs as against net loss of Rs,
727.18 lacs of previous financial year.
The lypholized products manufactured at Ankleshwar factory are well in
demand and subsequent to sale of Tarapur Plant, the Company is focusing
on expansion of Lypholization Plant by installing two new Lypholizers
purchased from Italy. This will enhance the manufacturing capacity of
Lypholization plant and cater the demand of the products.
Lyka's Derma Products are well accepted by some of the leading pharma
companies in India. Some of these products have already become market's
leading brands in its moisturizing segment. Company has launched
Cosmetological products for 'skin care' and 'hair care' segment.
Dermatological products are growing very rapidly and has liquid
margins. Company has tied up marketing arrangements for these products
with renowned Companies. This segment will contribute significantly to
the total revenue and profitability of the Company in the coming years.
Company's P2P Business is facing acute competition from the Companies
located in Tax Free Zones as they are enjoying benefits in Excise and
Sales Tax, as a result the margin on this products are always under
pressure affecting profitability of the Company.
4. FUTURE OUTLOOK
Lyka has the technical expertise in Lyophilized products with all the
latest machineries and equipments which enables it to give superior
quality product.
Lyka offers its Dermatology products to various Indian companies on the
multi branding model. Lyka has a product range of 35 formulations with
more than 80 formulation in its pipeline. Several formulations are
registered in African and South East Asian Markets also.
Lyka masters the art of development of 'Novel drug delivery system' in
both topical preparation & lyophilized products. The innovations
brought about by us in the topical formulation are the best amongst its
class and offers an edge of benefits over other formulation of same
class, this includes revolutionary development in creams, ointments,
lotions, gels & foams.
Lyka shall expand base in existing markets by entering into
'Distribution agreements' for new emerging and Non  Regulated markets.
The products are under the process of registrations and new agreements
have been initiated. Commercialization of the said will commence by end
of Financial Year 2016. The focus markets will be South East Asia,
Russia, CIS, Africa and Latin America.
The Company's subsidiary namely Lyka BDR International Ltd have
registration rights in various overseas markets. Currently, they have
401 registrations. During the year, 41 fresh registrations/renewals
have been received by them. About 150 fresh registrations/ dossiers/
applications are submitted to the Health Authorities mainly in Asia and
African markets of which approximately 50 registrations are expected to
be received in Philippines, Myanmar, Kenya, Congo, Vietnam, Thailand
and other various countries in the financial year 2015 Â 2016, thereby
increasing their intrinsic value.
Company's another subsidiary viz Lyka Exports Limited has reorganized
its activities and in pursuance of this, it has sold its Animal
Healthcare Business.
Company's wholly owned subsidiary, Lyka Healthcare Limited is in
process of development of new therapy areas like Gastro, Intestinal,
Anesthesia & Dermatological in the current year. Brand differentials
will be added with Improved & increased coverage. Brand mix improvement
is the key aspect in the coming year.
In the coming years, substantial growth of Lyka Healthcare Limited, a
subsidiary is expected which would further improve consolidated sales
and profitability of the Company.
5. MATERIAL CHANGES AND COMMITMENT AFTER THE END OF THE FINANCIAL YEAR
The Company had issued 230000 Equity Shares of Rs, 10/- each at a
premium of Rs, 18/- on a Preferential basis to each of N. I. Gandhi
(HUF) and Enai Trading & Investment Pvt. Ltd of Promoter Group on
exercising their option to convert Warrants into Equity Shares. As a
result, the Promoters holding had increased from existing 23.30% to
24.90% of the Issued Equity Capital of the Company.
The Promoters have applied to Securities Exchange Board of India (SEBI)
for seeking exemption for issue of 1040000 Warrants under Series II to
them so that funds would come into the operation of the Company and
liquidity would improve. Necessary submissions have been made to SEBI,
outcome is awaited.
M/s. Lyka Exports Limited, a material Subsidiary of the Company had
sold their Animal Healthcare Division to M/s. Alivira Animal Health
Limited, a subsidiary of M/s. Sequent Scientific Limited. This had
helped the Company to recover its outstanding dues of about Rs, 10
crores from Lyka Exports Limited and improved its liquidity.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure A and is
attached to this report.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has formulated a policy on Risk Management and constituted
a Risk Management Committee. The objective and scope of the Committee
is to oversee the Risk Management Policy of the Company, review the
various risks and define the framework for identifying, assessing and
monitoring the risk.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE
COMPANIES ACT, 2013
There were no loans or investments made by the Company under Section
186 of the Companies Act, 2013 during the year under review.
The Company has given counter guarantee to Clearwater Capital Partners
India Pvt Ltd who vide Deed of Assignment dated 24th September, 2014
assigned all receivables due from Lyka BDR International Limited, a
subsidiary of Lyka Labs Ltd to Futuristic Solutions Ltd for a total
amount of Rs, 25 crores. (The outstanding amount of the loan covered
under this guarantee is Rs, 3,02,71,581 as on 30th June, 2015) and Rs,
2,91,30,222 as on 30th September, 2015.
The Company has given a guarantee to Kapol Co-operative Bank Ltd for
loan facility of Rs, 4,35,00,000 given to Lyka Exports Ltd, a
subsidiary. (The outstanding amount of the loan covered under this
guarantee is Rs, 4,23,20,000 as on 30th June, 2015) which have since
been paid on 30th September, 2015.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 188 is furnished in Annexure B and is attached
to this report.
10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
A AUDITORS OBSERVATIONS:
1. Auditors pointed out Non-Compliance of the provisions of section 74
of the Companies Act, 2013 to the extent of non repayment of overdue
Fixed Deposits mentioned at Note No. 28 to the Financial Statement.
2. Secretarial Auditor has also mentioned in their report regarding
Non-Compliance of the provisions of section 74 of the Companies Act,
2013 by nonpayment of overdue Fixed Deposits. They also stated that the
Company has not been regular in depositing statutory dues.
B MANAGEMENT EXPLANATION:
1. Due to fire in lyophilization plant at Ankleshwar Factory, the
operation of the plant was suspended for about 4 months which resulted
into substantial loss of Production and sales affecting the liquidity
of the Company thereby impacted the performance of the Company.
2. The Company was regular in making payment of Fixed Deposit and
interest thereon up to 31st March, 2014. Subsequent to introduction of
the new Companies Act, 2013 w.e.f 1st April, 2014 the Company was not
eligible to accept/renew the Fixed Deposits as a result; the Company's
cash flow was under pressure.
The above factors delayed the payment of Fixed Deposits and Interest
thereon. However, the Company has paid Fixed Deposits of Rs, 7.62
Crores during April, 2014 to 31st October, 2015 leaving overdue deposit
of Rs, 3.25 Crores appx as of this date.
The Company has also preferred an application under Section 74(2) of
the Companies Act, 2013 for seeking extension of time for repayment of
Fixed Deposit and Interest thereon before CLB Bench, Western Region.
The hearing of an Application is pending.
The Company is giving priority for making repayment of fixed deposits
to senior citizens and small investors and also regularizing the
interest payment. The Company is also in process of arranging funds to
regularize the payment of outstanding deposits.
The Company has already paid undisputed statutory dues up to 31st
October, 2015.
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Board on recommendation of the Nomination and Remuneration
Committee has adopted the policy for selection, appointment and
remuneration of Directors, KMP and Senior Management. The policy is
available on Company's website www.lykalabs.com
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure C and attached to this Report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
There were Nine Board meetings conducted during the financial year
under review. The Information has been furnished in the Corporate
Governance Report.
14. ANNUAL EVALUATION OF PERFORMANCE OF DIRECTORS, COMMITTEE AND BOARD
The performance evaluation of Independent Directors were done.The Board
is of the view that the Independent Directors who were on the Board
during the year under report have contributed through the process of
Board and Committee Meetings of which they are members in effective
manner as per expertise of their field. The suggestions made by them
are well accepted. The overall contributions made by Directors on the
Board are satisfactory.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility statement:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) 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 and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has three subsidiaries namely Lyka BDR International
Limited, Lyka Exports Limited and Lyka Healthcare Limited. The details
of their financial performance is as under:
LYKA BDR INTERNATIONAL LIMITED (LBDR)
Lyka Labs is holding 65.22% of the Issued Capital of Lyka BDR
International Limited. It has achieved a total revenue of Rs, 6673.72
lacs during the financial year ended on 31st March, 2015 as against Rs,
5046.65 lacs of the previous year thus recording a growth by 32% in the
turnover. The Cash Profit for the financial year ended on 31st March,
2015, was Rs, 488.55 lacs and after considering depreciation of Rs,
304.88 lacs, exceptional expenses /write-off of Rs, 81.39 lacs and
provision for tax of Rs, 56.21 lacs, the Company reported loss of Rs,
40.72 lacs.
LYKA EXPORTS LIMITED (LEL)
Lyka Labs is holding 72.80% of Issued Capital of Lyka Exports Limited.
It has achieved total revenue of Rs, 1857.60 lacs as against Rs,
1211.91 lacs of previous year. The Company has reported a loss of Rs,
25.30 lacs due to increase in purchasing cost of materials and employee
cost. As a measure of reorganization, Lyka Exports Limited has sold its
Animal Healthcare business for an amount of Rs, 33.40 crores with an
additional earn out of Rs, 8 crores based on the performance up to 31st
March, 2016.
LYKA HEALTHCARE LIMITED (LHL)
Lyka Labs is holding 100% of Issued Capital of Lyka Healthcare Limited.
Lyka Healthcare in its first year of Incorporation after getting
separated from Lyka Labs Limited reported an Annual Turnover of Rs,
1259.80 Lacs during the financial year ending 31st March, 2015. This
Company will further consolidate in the area of critical care and
gastroenterology. Furthermore, newer therapy areas of dermatology and
anesthesia as divisions will be launched with an expansion in current
field operation and newer therapy areas. This Company is expected to be
a revenue driving subsidiary. After providing for finance cost of Rs,
8.73 lacs and depreciation of Rs, 348.61 lacs, the Company has reported
a loss of Rs, 6.55 crores for financial year ended 31st March,
2015,being its 1st year of operation as a wholly owned subsidiary.
Performance and financial position of each of the subsidiaries for the
year ended 31st March, 2015 is attached in Annexure D and forms part of
this report.
17. DEPOSITS
The Company has neither accepted nor renewed any fixed deposits during
the year under review. The details of the outstanding fixed deposits
are as under:
Sr. No. Particulars Amount in Rs,
1 Amount accepted during the year Nil
2 Amount remained unpaid or unclaimed as at the end of the year
10,85,86,000
3 whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved
(i) at the beginning of the year Nil
(ii) maximum during the year No. 2454
12,97,01,000
(iii) at the end of the year No. 1974
10,85,86,000
- The Company has filed a petition with the Company Law Board Bench,
Western Region for seeking extension of time for repayment of Fixed
Deposits and Interest thereon.
- The Company is giving priority for payment to small depositors,
senior citizens and needy depositors and expects to pay all the
outstanding deposits by end of the current financial year.
18. DIRECTORS
In accordance with the provision of Section 152(6) of the Companies
Act, 2013, Smt. Nehal N. Gandhi, Director, retires by rotation at the
ensuing Annual General Meeting and being eligible, has offered herself
for re-appointment.
Shri. Sandeep P. Parikh, an Independent Director has resigned as a
Director w.e.f 11th March, 2014 due to his pre-occupations. Shri.
Vinodkant A. Sanghani, an Independent Director has resigned as a
Director w.e.f 7th April, 2014 on account of health ground. The Board
records appreciation of their services rendered by them.
The Board of Directors have appointed Shri. Yatin N. Shah as an
additional director on 24th April, 2015. Shri. Atit N. Shukla and
Shri. Ajit S. Bagadia have been appointed as Additional Directors on
11th August, 2015 to hold the said office till the date of the Annual
General Meeting. The above Directors are meeting the criteria of
Independence, as mentioned in Section 149(6) of the Companies Act,
2013. The Board recommends their appointment as Independent Directors
of the Company at the 36th Annual General Meeting for the period of
three years.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their declarations to the
Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
20. AUDITORS
M/s. M.A Parikh & Co., Chartered Accountants, who were appointed as
Statutory Auditors of the Company and M/s. Thacker Butala Desai,
Chartered Accountants who were appointed as Branch Auditors of the
Company retires at the 36th Annual General Meeting. Your Company has
received their eligibility certificates for reappointment pursuant to
provisions of Section 139 and 141 of the Companies, Act 2013 read with
Companies (Audit and Auditors) Rules, 2014.
21. COST AUDITOR
M/s. Kirit Mehta & Associates, Cost Accountant have been appointed as
Cost Auditor by the Board on the recommendation of the Audit Committee
to conduct Cost Audit of Cost Records of Pharmaceutical products of the
Company for the financial year 2015-16.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members
(a) Shri Vinod S. Shanbhag
(b) Shri Yatin N. Shah
(c) Shri Narendra I. Gandhi Gandhi
The above composition of the Audit Committee consists of Independent
Directors viz., Shri. Vinod S. Shanbhag and Shri. Yatin N. Shah, who
form the majority.
The Company has established a vigil mechanism who oversees the genuine
concerns expressed by the employees and other Directors. The Company
has provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided
direct access to the Chairman of the Audit Committee on reporting
issues concerning the interests of the employees.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS. There are no significant, material orders passed by the courts
during the year under report.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION AND PROHIBITION AND REDRESSAL) ACT, 2013
The Company is complying with the Provisions of Prevention and
Prohibition and Redressal Act, 2013 and constituted a committee to
redress the grievances of women employees.
25. RELATED PARTY TRANSACTIONS
The Company has obtained approval from the shareholders by passing a
special resolution approving the financial limit of all the related
party transactions that was entered into, during the year under review.
The Company has formulated a policy for dealing with 'Material Related
Party' transaction and 'Related Party' transactions.
26. SECRETARIAL AUDIT REPORT
As required under section 204 of the Companies Act, 2013 Secretarial
Audit Report of the Company prepared by M/s V. Sundaram & Co. is
attached as Annexure E.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under listing Agreement with the Stock Exchanges, the
Management Discussion and Analysis Report is attached as Annexure F.
28. DISCLOSURE FOR RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEES REMUNERATION AND OTHER DETAILS AS PER RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014
1. The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary of the Company and ratio of the
remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2014-15:
Name % Increase in the remuneration Ratio of the remuneration of
each Directors/to median remuneration of the employees
Shri Narendra Ishwarlal Gandhi 12.39% 1:43
No increase in the remuneration of Chief Financial Officer and Company
Secretary.
2. The Percentage increase in the median remuneration of employees of
the financial year: 2.35%
3. The number of permanent employees on the rolls of the Company: 182
4. Explanation on the relationship between average increase in
remuneration and the Company's performance.
The Increase in remuneration is considered based on the performance of
the Company and available liquidity.
5. Comparison of the remuneration of the Key Managerial Personnel
against performance of the Company.
Remuneration of KMP against turnover of the Company is 0.74%
6. Variation in the market capitalization of the Company.
Variation in the market capitalization of the Company is Rs,
96,39,78,600.
7 Price Earnings Ratio: 109.48
8. Percentage increase or decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the public offer.
The Company came out with initial public offer (IPO) in the year 1985
at price of Rs, 10/- per share. The market price of the share as on
30th June, 2015 was Rs, 63.48/- on BSE and Rs, 63.50/- on National
Stock Exchange of India Limited. Increase in percentage is 635%.
9. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration.
There is increase in the salaries of employees other than the senior
managerial personnel in the financial year 2014-15 and hence comparison
is not possible.
10. The key parameters for variable component of remuneration availed
by the directors are as follow.
The Managing Director is paid remuneration of Rs, 42 lacs p.a. as per
Schedule V of the Companies Act, 2013 as the Company has
loss/inadequate profit. The other Directors are paid sitting fees for
attending Board Meeting.
11. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year.
Not Applicable.
12. It is affirmed that the remuneration paid to Directors, Key
Managerial Personnel and other Employees is as per the Remuneration
Policy of the Company.
Not as per policy.
29. PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
Name Narendra Ishwarlal Gandhi
Destination Chairman & Managing Director
Nature of Employment Contractual
Qualification & Experience B.com, DBM
Worked as Jt Managing Director for about 15 years and working as
Managing Director since April,1994
Date of Commencement of Employment Reappointed as Managing Director
w.e.f 1st April, 2014
Age 65 Years
Remuneration Rs, 86,63,832/- includes leave encashment
Last Employment held by the employee
before joining the Company N.A.
Percentage of Equity Shares held by the Employee 4.79%
Relative of Employee in the Company Smt. Nehal N. Gandhi - Director is
a wife of Shri Narendra I. Gandhi
Mr. Kunal N. Gandhi - Vice President & Business Development is a son of
Shri Narendra I. Gandhi
30. CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate report on Corporate Governance along
with the Certificate from the Auditor regarding compliance of the said
conditions is given as per Annexure G.
31. ACKNOWLDEGEMENTS
Your Directors place on record their appreciation of the continued
assistance, co-operation and support received from various Ministries
of the Government of India, Government of Maharashtra, Government of
Gujarat, the Company's Bankers, Customers, Shareholders, Fixed Deposit
Holders and loyal & committed Employees for their unstinted support.
By order of the Board
N. I. GANDHI
Place: Mumbai Chairman and Managing Director
Date: 28th November, 2015 (DIN: 00021530)
Jun 30, 2014
Dear Members,
The Directors have pleasure in presenting Thirty Fifth Annual Report
and the Audited Accounts of the Company for the Financial Period of
Fifteen Months ended 30th June, 2014.
The Financial Results are as under :
FINANCIAL RESULTS
Particulars 2013 - 2014 2012 - 2013
15 months 12 months
(Rs. in lacs) (Rs. in lacs )
Total Revenue 9139.71 9845.07
Profit before interest, Provision
for Depreciation, Taxes and Write offs. 73.70 1536.98
Less : Interest (2194.98) (1511.92)
Operational Profit /(Loss)
before Depreciation (2121.28) 25.06
Less : Depreciation (543.04) (329.90)
Exceptional Items  Â
Less: Bad Debts written off (838.25) Â
Less : Loss due to fire (299.57) Â
Less: Loss on Sale of Fixed Assets (16.69) Â
Less: Prior period Expenses (365.51) Â
Add : Excess Provision written back  62.21
Less : Extra Ordinary Item  Â
Less : Amortization of expenses for
restructuring of Loan  (37.46)
Add : Profit on Slump Sale 3457.16 Â
Profit/(Loss) for the year/ period (722.18) (280.10)
In compliance with SEBI directives, the Company has restated its Annual
Accounts for the Financial Year 2012-2013, as a result, loss has
increased by Rs. 365.51 lacs which were stated as prior period expenses
in Financial Year 2013-2014.
OPERATIONS
During the period under review, the Total Revenue earned by the Company
was Rs. 9139.71 Lakhs and on an annualized basis was Rs. 7311.77 Lakhs
as against Total Revenue of Rs. 9845.07 Lakhs of previous year. The
Company has reported a loss of Rs. 722.18 Lakhs which was mainly on
account of:
i. Lower capacity utilization of factory at Tarapur, as a result,
contribution was not adequate enough to cover the fixed cost of the
Company which resulted into operational losses.
ii. Due to Fire in Company''s Lypholisation Plant at Ankleshwar in
October, 2013, there was damage to Plant & Machineries and Stores, Raw
Materials & Packing Materials which are estimated at about Rs. 4 Crores
and the Company had to suspend its manufacturing operations for about 4
months which further resulted into Loss of production and Sales of the
Company.
iii. Acute Competition in P2P Business affected sales margin.
The lyophilized products of Ankleshwar Factory are well accepted in the
market and Company has therefore planned expansion of its capacity to
cater to regulatory markets.
The Company''s Factory at Tarapur was closed for nearly two years for
modernization to meet requirements of WHO, GMP and regulated market
like EU GMP certification. The plant has commissioned production during
March 2013. Due to pending approvals / Licenses from relevant
Authorities, it was operating at very low capacity. Further,
manufacturing the products for Domestic Market is not viable since it
is not possible to compete with factories located in Tax Free Zones,
hence the Company has to depend on Exports of finished formulations,
which is possible only after the products are registered with
Registering Authorities of respective countries which would take
substantial time between 12 months to 24 months.
Thus contribution from manufacturing facility at Tarapur was not
adequate enough to cover the operating cost of running the plant and
therefore in the interest of the Company, the manufacturing facilities
at Tarapur, Maharashtra was sold for Rs. 38.61 Crores in the Current
Financial Year. A very large amount of the sales realization was
utilized to pay the debts of the Bank as per the terms of their
sanction. The sale of this factory would consequently result in saving
of operating fixed costs in the current Financial Year.
The Performance of Domestic Marketing Division of Ethical Products is
encouraging. It has introduced a wide range of anti-infective,
anesthetics, anti-ulcerants and steroid in parenteral dosage forms and
has more then 50 products which are being sold across 12 states in
India. With a view to achieve expansion and growth of Domestic
Marketing Division of Ethical Products independently, the Company
during the year has promoted a new wholly owned Subsidiary Company viz.
Lyka Healthcare Limited and sold its Domestic Marketing Division of
Ethical Products by way of Slump Sale to Lyka Healthcare Limited, a
wholly owned Subsidiary of the Company.
Sale of P2P business has dropped due to acute market competition from
Tax Free Zones and margins are always under pressure. The Company is
focusing Dermatological products and Lyophilized product range and have
marketing tie up with several renowned Pharma Companies which would
help to regain the lost revenue and profitability in the coming years.
The Company is continuously putting its efforts to find a potential
buyer in international markets for tie up of Technical Know How
arrangements.
SUBSIDIARIES
During the Financial Year 2013-14,Company''s Subsidiary Lyka BDR
International Ltd (LBDR) has reported total income of Rs. 5047 lacs and
focusing on increase in volume of exports, change in product mix and
concentration on high contribution products, better marketing
strategies, new product registrations and cost controls, etc.
During the year, nearly 51 fresh registrations/renewals have been
received by LBDR and approximately 150 registrations/ dossiers are
submitted to the Health Authorities of various countries, thereby
increasing the intrinsic value of the Company of which approximately
100 registrations are expected to be received in the Financial Year
2014 - 2015
The main assets of LBDR are its registration rights in various markets.
In the coming years, the LBDR is likely to file about 100 new dossiers
mainly in rest of the world markets. Recent Registrations received are
likely to help the LBDR to generate new businesses in the more
remunerative products.
LBDR is now focusing on emerging markets like Nigeria, Iran, Indonesia
and Brazil where it expects new business in the coming years. It will
endeavor to improve its product mix to achieve better realizations.
With enhanced number of registrations, the company plans to achieve
turnover of Rs. 70 crores in Financial Year 2014-15 with improved
bottom line and accordingly the Consolidated Financials of the Company
would improve.
During the year under review, the Company has floated a Wholly Owned
Subsidiary Company namely Lyka Healthcare Limited to provide
independent opportunities to focus, develop and expand Domestic
Marketing of Ethical Products.
Lyka Exports Limited is engaged in marketing veterinary products and
considering the future growth and prospects of Lyka Exports Limited,
the Company has appropriated part of the amount due from Lyka Exports
Limited towards additional shares issued by Lyka Exports Ltd. As a
result, Company''s stake in Lyka Exports Limited has increased from
existing 48% to 73% and Lyka Exports has become a Subsidiary of your
Company during the year under review.
The Financial Statements of Company''s subsidiaries are consolidated
with the Financial Statements of the Company and form part of this
Report.
As required under provisions of Section 212 of the Companies Act, 1956,
a statement related to its subsidiaries is attached to this report. The
Company is not attaching the Balance Sheet and Profit & Loss Account of
its Subsidiaries to its Annual Report. However, if any, requisition
made by Shareholder, the Company shall provide hard copy of Annual
Accounts and related information of its Subsidiaries and shall keep
available hard copy of Annual Accounts of subsidiaries for inspection
by shareholders at its Corporate Office during business hours.
FUTURE OUTLOOK
i. The Company is in process of introducing Cosmetic Products in ''Skin
Care'' and ''Hair Care'' Segment and will launch these products in the
market in the near future. The negotiations are going on with big
Pharma Companies for commercialization of these products.
ii. To cope up with the increase in demand of Lyophilized Products,
the Company has planned to expand capacity of its Lyophilized Plant at
Ankleshwar Factory for which the Company has already purchased two
Lyophilizers to cater the requirements of Regulated Markets. On
completion of the expansion, revenue and profitability of the Company
would improve.
iii. Upgradation of raw material stores, packing material stores and
packing departments at Ankleshwar factory have been planned which would
facilitate better use of space and would also meet Regulatory
requirements of local and international customers.
iv. Opportunities are being explored for sale/transfer of Technical
KnowHow to International Companies.
v. In the coming years, Lyka BDR International Limited (LBDR) a
subsidiary is likely to file about 100 new dossiers mainly in semi
regulated / unregulated markets. These new Registrations would increase
the revenue and profitability of the LBDR which would in turn increase
the consolidated revenue and profitability in the coming years.
vi. In the coming years, substantial growth of Lyka Exports Limited
and Lyka Healthcare Limited - Subsidiaries are expected which would
further improve Consolidated Sales and Profitability of the Company.
DEPOSITS
As at 31st March, 2014, the Company had fixed Deposits of Rs. 17.23 Cr
and unclaimed matured Fixed Deposits of Rs. 64.99 lakhs. Since, the
Company is not meeting the criteria as mentioned under the provisions
of The Companies (Acceptance of Deposits) Rules, 2014, the Company is
unable to accept fresh deposits and also renew its existing deposits
which resulted into acute cash crunch. The Company has filed an
Application with the Company Law Board Bench, Western Region, Mumbai
for seeking an extension of time for repayment of Fixed Deposits and
Interest thereon.
DIRECTORS
Smt. N. N.Gandhi (DIN : 00021530) Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible,
offered herself for reappointment. The Board recommends her
reappointment.
The appointment of Shri. S. Parikh (DIN : 00022365), Shri. V. S.
Shanbhag (DIN : 00555709), as Independent Directors are considered for
a term of 5 (five) years and appointment of Dr. D. B. Parikh (DIN :
00368820) and Shri. V. A. Sanghani (DIN : 00967316) as Independent
Directors are considered for a term of 1 (one) year in the ensuing
Annual General Meeting.
DIRECTORS RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed except where otherwise stated
in Auditors Report and Notes to Accounts.
ii. The Directors have selected accounting policies and applied them
consistently. The Directors made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 30th June, 2014 and of the loss of the
Company for the period ended on that date.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
PERSONNEL
The relations between the Management and the employees have been
generally cordial.
OTHER INFORMATION
a. As required under Provisions of Sexual Harassment for Women at work
place (Prevention, Prohibition and Redressal) Act, 2013, the Company
has constituted a Committee to redress the grievances of Women
employees.
b. There are no employees who are covered under section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules 1975 as amended till date.
c. As required by the Companies (Disclosure of Particulars in the
report of Board of Directors) rules, 1988, information pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in Annexure "A" of this Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
As required under the Listing Agreement with the Stock Exchange, the
Management discussion and analysis report on the operations of the
Company is given in Annexure "B" of this Report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
a Report on Corporate Governance along with the certificate from the
Auditors of the Company regarding compliance of the said conditions is
given as per Annexure "C" of this Report.
AUDITORS
M/s. M. A. Parikh & Co. Chartered Accountants, retire as Statutory
Auditors (Firm Registration No.107556W) of the Company and
M/s.Thakorebhai Shirish Desai & Butala, Chartered Accountants (Firm
Registration No.110864W) Branch Auditors retire at the ensuing Annual
General Meeting, and they have confirmed their eligibility for
reappointment u/s.139 read with Section 141 of the Companies Act, 2013.
The Board recommends their reappointment.
AUDITORS OBSERVATIONS
Auditors in their report have observed the following
1. In respect of Non Compliance :
Note No. 38 relating to Capital Work in Progress of Intangible assets
aggregating to Rs. 9,72,57,847/-.
MANAGEMENT EXPLANATION:
Research and Development works on New Drug Delivery System which is one
of the important activity of the Company. We are continuously required
to develop new formulations and offer to our P2P partners for
marketing.
Company is recognizing "Intangible Capital Work In Progress" when it is
probable that the future economic benefits that are attributable to the
assets will flow for the enterprise and the cost of the assets can be
measured reliably.
Upon completion of product development, the related expenditures
incurred shall be recognized as intangible assets, This is the normal
practice of accounting intangibles followed by Company.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continued
assistance, co-operation and support received from various Ministries
of the Government of India, Government of Maharashtra, Government of
Gujarat, the Company''s Bankers, Customers, Shareholders, Fixed Deposit
Holders and loyal and committed employees for their unstinted support.
By Order of the Board
Place: Mumbai N. I. Gandhi
Dated: 13th November, 2014 Chairman & Managing Director
(DIN : 00021530)
Mar 31, 2012
To, The Member of Lyka Labs Limited.
The Directors have pleasure in presenting Thirty Third Annual Report
and the Audited Accounts of the Company.
The financial year ending of the Company has been extended by six
months from 30th September, 2011 to 31st March, 2012. The Annual
Accounts are therefore prepared for a period of 18 months from 1st
October, 2010 to 31st March, 2012. The financial Results are as under:
FINANCIAL RESULTS
Particulars 2010 - 2012 2009 - 2010
18 months 12 months
(Rs.in Lacs) (Rs.in Lacs)
Total Operating Income 13981.17 11869.92
Profit before Interest,
Provision for Depreciation,
Taxes and Write offs. 2229.91 1764.69
Less : Interest 2255.52 1112.12
Operational Profit /
(loss) before Depreciation (25.61) 652.57
Less : Depreciation 545.89 339.59
Less: Provision for taxation à 0.22
Add/(less) Foreign Currency
monetary translation
difference Accounts à (138.24)
Add/(Less) Provision for
taxation of earlier periods à 6.48
Net Profit/(Loss) (571.50) 181.00
Add : Balance brought forward (2718.64) (2899.64)
Balance carried to Balance
Sheet (3290.14) (2718.64)
OPERATIONS
During the period under review, the earning before interest, tax, and
depreciation of the company was Rs. 2230 Lacs and on an annualized basis
was Rs. 1487 Lacs as against Rs. 1765 Lacs of the previous Year. The
Company had operational loss of Rs. 26 Lacs and on an annualized basis,
the operational loss was Rs. 17 Lacs as against operating profit of Rs. 653
Lacs of previous year which was mainly due to suspension of operations
at Tarapur factory for modernization/upgradation of plant and increase
in finance cost as well as sealing of our Ankleshwar plant for a short
period.
The Company has received demand notice from the Government for payment
of about Rs. 20 Crores, including interest, under provisions of Drug
Price Equalization Account (DPEA) of DPCO 1979. The main demand
pertains to a product, which in the opinion of the Company and the
Legal Experts was not covered under the provisions of DPCO 1979. As per
legal opinion, the Company has a good case and the likelihood of
success outweighs the possibility of the matter being rejected on
merits. The demand was challenged by the Company by filing application
in the Hon'ble Gujarat High Court at Ahmedabad. However, to pressurize
the Company to make the payment, the Government, through the Mamlatdar,
Ankleshwar, sealed the factory at Ankleshwar from 25th June, 2011 to
18th July, 2011. As per the interim order passed by the Hon' ble
Gujarat High Court, the Company deposited Rs. 10 Crores with the
Government and the factory was desealed. Due to sealing of the
factory, and consequential regulatory issues, the production and sales
of the Company and its working Capital was very adversely impacted
resulting into unexpected heavy losses.
The Company's Lyophilized products have been receiving encouraging
response from major Pharma Companies. The Company has planned expansion
of its Lyophilization facility at Ankleshwar factory for increased
manufacturing capacity and modernization/ upgradation of its
manufacturing facility at Tarapur.The Company's present Lyophilization
facility at Ankleshwar is WHO GMP compliant which is approved by
renowned Pharma Companies as well as several overseas Regulatory
Authorities.
The prospects of lyophilized products, both formulations and Bulk
Drugs, in domestic and International Markets are promising. These
products form the backbone of the sales from Company's Ankleshwar
plant. Company's manufacturing activities for marketing by renowned
Pharmaceutical Companies is generating reasonable revenue for the
Company.
The sales of Critical Care Injectable Products of the Company have
started picking up and the overall performance of this segment of
activities is improving. The production at Tarapur factory has been
suspended for modernization/ upgradation of the plant which is expected
to start before close of the calendar year 2012. Due to suspension of
operations at Tarapur Factory, the overall sales and profitability of
the Company was adversely affected.
During the period under report, the Company in consultation with IDBI
capital Market services Ltd had undertaken Corporate Restructuring
Programme and sold some of its unproductive assets, the realization of
which was utilized towards reduction of outstanding of the Banks. In
pursuant to the said Restructuring Programme, the Company's Banker,
Dena Bank has also restructured the existing credit facilities of the
Company and has sanctioned additional credit facilities to the Company
for its expansion/modernization and additional working capital
requirements.
During the period under review, the Company has entered into the
Technical Know - How cum Royalty Agreements, for manufacture of High
Tech products to the Companies based in Turkey and Indonesia. Your
Company is amongst first few Companies in India to export the Technical
Know - How and similar arrangements are under discussion in other
countries.
During the period under report, the Company has received permission for
eight new products from Drug Regulatory Authorities and has applied for
five more new products.
PATENTS
During the period under report, the Company has filed three Patent
applications at Indian Patent office. One PCT Application was filed
under the patent Co operation Treaty and one PCT application was filed
in National Phase in the countries viz Japan, Europe and China.
RECOGNITION
1. IDMA Patent Appreciation Award 2010-11 in the category of API
Awarded on 6th January, 2012 by IDMA.
2. CERTIFICATE OF APPRECIATION Patent Award for the year 2010-11, in
recognition of commendable contribution to R & D in formulation sector
awarded by "Pharmexcil" Pharmaceuticals and Export Promotion
Council, set up by Govt. of India awarded on 30th September, 2011.
3. The IDMA Patent Appreciation Award 2009-2010 in the category of
Formulation for three Indian Patents and one Sri Lanka Patent awarded
on 7th January, 2011 by IDMA.
FUTURE OUTLOOK
In view of the proposed expansion of capacity of Lyophilized facility
at Ankleshwar, the Company will be able to meet increased demand of
Lyophilized products both from domestic and international markets. Upon
completion of modernization of plant at Tarapur, the Company will be
able to service fresh export orders, through its Subsidiary Lyka BDR
International Limited. Recently, the Company has introduced the
critical care products, which is well accepted in the market. The
Company is also exploring further opportunities to export technology to
overseas Companies. The Company's plant is also approved by Regulating
Authorities of Uganda, Nigeria, and Kenya which will pave the way for
further increase of its export business, through its subsidiary in
these countries. In the coming year, the Company is planning to file
new patents which will increase the intangible value of the Company.
The Company's subsidiary LYKA BDR INTERNATIONAL LTD (LBDR) has further
added 63 products in various countries and has filed nearly 200 new
dossiers for registrations in various markets. LBDR is focusing on the
non regulated/semi regulated markets for increasing its business which
include Philippines, Myanmar and other countries. During the first
quarter, the Company has shown reasonable growth in its turnover &
financial performance.
Based on the current scenario, the Company's prospects are promising
and encouraging and the Company is well poised for its improved
performance.
DEBENTURES
During the period under report, the Company has issued Secured
Redeemable Non-Convertible Debentures of Rs. 9.82 Cr on private placement
basis.
DEPOSITS
As at 31st March, 2012, the total Fixed Deposits stands at Rs. 25.04 Cr.
The Deposit aggregating Rs. 22.92 lacs were matured but remained
unclaimed.
SUBSIDIARY
As per AS 21 issued by the Institute of Chartered Accountants of India,
the financial statements of the Company are consolidated with the
financial statements of its subsidiary viz Lyka BDR International Ltd
(LBDR) and reported in this Annual Report.
As required under section 212 of the Companies Act, 1956, a statement
related to its subsidiary viz Lyka BDR International Ltd (LBDR) is
attached to this report. Under Provisions of Section 212(8) of the
Companies Act, 1956, the Company is not attaching Balance sheet and
Profit & Loss Account of its Subsidiary viz Lyka BDR International Ltd
(LBDR) to its Annual report. However, the Company shall make available
annual accounts of LBDR and related detailed information to the
shareholders of the Company seeking such information at any point of
time and shall keep for inspection by any shareholder in the Corporate
Office of the Company and hard copy of annual accounts of LBDR shall be
provided to any shareholder on demand.
DIRECTORS
The term of Shri V.S.Taksali as Executive Director ended on 31st July,
2011, he also resigned as Director of the Company w.e.f 1st August,
2011. Shri S.S. Upadhyaya expired on 8th November, 2011. Shri R.A.S.
Iyer resigned as Director of the Company w.e.f 14th August, 2012. The
Board appreciates the services rendered by Shri V.S.Taksali, late Shri
S.S Upadhyaya and Shri R.A.S. Iyer to the Company. Shri V.S. Shanbhag
has been appointed as an Additional Director on the Board on 29th
March, 2012. The Board recommends his appointment as a Director of the
Company at the ensuing Annual General Meeting.
Shri S. Parikh and Dr. D. B. Parikh retire by rotation at the ensuing
Annual General Meeting and being eligible have offered themselves for
re-appointment. The Board recommends their reappointment.
DIRECTORS RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed except where otherwise stated
in Auditors Report and Notes to Accounts.
ii. The Directors have selected accounting policies and applied them
consistently, except where otherwise stated in the notes to the
Accounts. The Directors made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the loss of the
Company for the period ended on that date.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
PERSONNEL
The relations between the Management and the employees have been
generally cordial.
OTHER INFORMATION
There are no employees covered under section 217 (2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
as amended till date.
As required by the Companies (Disclosure of Particulars in the report
of Board of Directors) rules, 1988, information pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in Annexure 'A' of this Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
As required under the Listing Agreement with the Stock Exchange, the
Management discussion and analysis report on the operations of the
Company is given in Annexure 'B' of this Report
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
a Report on Corporate Governance along with the certificate from the
Auditors of the Company is given as per Annexure 'C' of this
Report.
AUDITORS
M/s. M. A. Parikh & Co. Chartered Accountants, retire as the Auditors
of the Company at the ensuing Annual General Meeting, and, being
eligible, offer themselves for re-appointment.
As required under Section 224(1B) of the Companies Act, 1956, the
Company has obtained a confirmation from them that their
re-appointment, if made, would be within the limits prescribed in the
said section. The Board recommends their re-appointment.
The appointment of Branch Auditors to audit the accounts of the
Company's manufacturing facilities at Ankleshwar and Tarapur is
proposed at Item no. 6 of the Notice.
COST AUDITORS
As required under provisions of Section 233-B of the Companies Act,
1956, M/s.Kirit Mehta & Associates, Cost Accountants were appointed as
Cost Auditors to conduct cost audit in respect of Bulk Drugs and
Formulations being manufactured at Ankleshwar factory and formulations
being manufactured at Tarapur Factory for the year 2012-2013.The
necessary approval of Central Govt. has been obtained.
AUDTIORS' REPORT
The Auditors in their Report at Para 3(A) and 3(B) have stated that in
respect of certain matters as mentioned therein they are unable to
express their opinion in this regard. In reply, following may be noted;
3 A (i) The unsecured loans and advances as referred to in the said
para have been given by the Company in the normal course of its
business and are good for recovery. The management of the Company is
taking necessary steps in the ensuing year to recover/adjust the said
loans.
(ii) The diminution in value of investment as referred to in Note 9 in
the opinion of the management is not required to be provided as the
said investments in Lyka BDR International Limited and Lyka Exports
Limited have been made from the perspective of long term business
synergies and potential and the said investments have inherent higher
intrinsic values than their cost of acquisition.
(iii) The expenditure as referred to in Note No.10 has been incurred on
trial runs, clinical trials, toxicity studies, product development and
research and patent etc., the benefits of which would accrue in the
subsequent years and therefore has been held as Intangible Capital Work
in Progress. Upon completion of the said work, the same shall be
recognized as Intangible, viz technical know how or patent/trade marks
as the case may be.
3B In the earlier year, the management took the view that certain
extraordinary items relating to the past years could be legitimately
written off against the "net present replacement value" of the
tangible assets represented by Revaluation Reserve without affecting
the earlier years profits.
During the year, the Company sold certain revalued assets and realized
profit representing difference between the sale proceeds and the book
values thereof. The management is of the view that since profit on sale
of revalued assets is the "actual profit" realized and the remaining
assets belonging to the Company have significantly higher "present
replacement values" the Company could legitimately credit the same as
the Profit on Sale of Assets.
The liability to Sales Tax stated at item No. (ix) (b) in Annexure to
Auditors report has arisen on account of non receipt of various forms,
which would be collected and produced at the time of Business Audit by
the department at which point, the actual tax liability would be
determined and paid, if any.
The Company has received demand notice from the Government for payment
of about Rs. 20 Crores, including interest, under provisions of Drug
Price Equalization Account (DPEA) of DPCO 1979. The main demand
pertains to a product, which in the opinion of the Company and the
Legal Experts was not covered under the provisions of DPCO 1979. As per
legal opinion, the Company has a good case and the likelihood of
success outweighs the possibility of the matter being rejected on
merits. The demand was challenged by the Company by filing application
in the Hon'ble Gujarat High Court at Ahmedabad. As per the interim
order passed by the Hon'ble Gujarat High Court, the Company deposited
Rs 10 Crores with the Government. In view of this, the demand made
under DPCO is considered as contingent liability.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continued
assistance, co-operation and support received from various Ministries
of the Government of India, Government of Maharashtra, Government of
Gujarat, the Company's Bankers, Customers, Shareholders, Fixed Deposit
Holders and loyal and committed employees for their unstinted support.
By Order of the Board
Place: Mumbai N. I. Gandhi
Dated: 31st August, 2012 Chairman & Managing Director
Sep 30, 2010
The Directors have pleasure in presenting Thirty Second Annual Report
and the Audited Accounts of the Company. The Financial Results are as
under:
FINANCIAL RESULTS
2009-10 2008-09
12 months 18 months
(Rs. in lacs) (Rs. in lacs)
Total Operating Income 11869.92 15207.55
Profit before interest, Provision for
Depreciation, Taxes and Write offs. 1764.69 1320.10
Less: Interest 1112.12 1445.04
Operational Profit / (loss) before
Depreciation 652.57 (124.94)
Less: Depreciation 339.59 369.29
Less: Provision for taxation 0.22 13.22
Add/(Less): Foreign Currency monetary
translation difference Accounts (138.24) 276.48
Add/(Less): Provision for taxation of
earlier years 6.48 (269.66)
Less: Prior year interest on OTS -- 143.78
Net Profit/(Loss) 181.00 (644.41)
Add: Balance brought forward (2899.64) (2255.23)
Balance carried to Balance Sheet (2718.64) (2899.64)
OPERATIONS
During the year under review, the total operating income of the Company
was Rs.11870 Lacs as against Rs.10139 Lacs of the previous year on an
annualized basis. The net profit after tax was Rs.181 Lacs as against
loss of Rs.644 Lacs of previous period.
Subsequent to upgradation of Lyophilization facilities at Ankleshwar
factory, the capacity utilization has significantly improved. Companys
lyophilized products have been receiving encouraging response from
major Pharma Companies. To cope up with the increase in demand, the
company has planned enhancement of capacity of its Lyophilization plant
by installation of two more lyophilizers at its Ankleshwar factory.
The Company has also undertaken modernization of its Tarapur factory to
comply with revised W.H.O. GMP guidelines. This will, in turn, enable
the Company to obtain fresh registrations to export its products,
manufactured at Tarapur factory, through its subsidiary viz. Lyka BDR
International Ltd.
The Companys Principal to Principal (P to P) arrangements with major
Pharma Companies are progressing steadily and the Companys business in
this segment has been growing continuously.
In view of the increase in the demand of its Sterile Bulk Drugs, the
Company has initiated steps to increase its manufacturing capacity of
Sterile Bulk Drugs. The Companys business of Contract Manufacturing
and Marketing and sale of its critical care injectables is on the
rise. The Company expects continued growth from these areas of
activities in coming years.
PATENTS
Companys R&D centre continued to develop formulations of new Drug
entities, novel drug delivery systems and new products for its P to P
markets. During the year under report, the Company has filed
applications for 13 new patents with Indian Patent office and filed 1
International PCT application. The Company has already received till
date approval for 13 patents from Indian Patent office and obtained
process patent from European patent Office for Rabeprazole lyophilized
injection which has been validated in 25 European countries.
RECOGNITION
The Company was awarded SILVER PATENT AWARD by the Department of
Pharmaceuticals, Ministry of Chemical & Fertilizers, Government of
India and Pharmaceutical Export Promotion Council for the year
2009-2010 in recognition of commendable contribution in Formulation
Patents Category and the Company was also awarded IDMA PATENT
APPRECIATION AWARD for the year 2009-2010 in the category of
formulations.
FUTURE OUTLOOK
The Company has planned expansion of its Lyophilisation Capacity and
modernization of Sterile Area of its existing facility at Ankleshwar
factory. This will enable the Company to meet the increased demand of
its Lyophilized Formulations and Sterile Bulk Drugs. The expansion
of capacity will have the positive impact on the sales and
profitability of the Company. The Company has also started
manufacturing Liposomal Lyophilized Products and future of these
high-tech products is very promising. The Company has also undertaken
modernization of its factory at Tarapur which will be completed shortly
and this will further increase sales and profitability of the Company
in the coming years.
The Company has received approval for 6 new products from the Drug
Regulatory Authorities and few more products are in pipeline for
approval. By now, the Company has received approval for more than 60
new products and has been leveraging upon the same to generic sales on
P to P basis.
The Company has also initiated exploring International Markets for its
sterile APIs and expects to generate considerable revenue from
International Markets.
The Company is considering to float a wholly owned new subsidiary
Company in the current year, which will undertake marketing of wide
range of formulations, in various dosage forms, across therapeutic
categories.
The Companys Subsidiary LYKA BDR INTERNATIONAL LIMITED (LBDR) has
successfully added 74 more registrations to its base of 518
registrations and has planned for about 200 more registrations in the
emerging markets, thereby increasing the value of its intangible
assets. LBDR is focusing more on the growth of its existing markets
such as Sri Lanka, Congo, Sudan, Kenya, Peru etc. and is also exploring
new markets like Franco Phonic African Countries, Nigeria and Uganda.
It is concentrating more on sale of Lyophilized Products including
various PENAMs. The modernization of Tarapur Plant will help the
Company to boost its Sale to LBDR, as it will be able to market and
sell High Value Tablets and Capsules Internationally. This will provide
necessary stimulus to the growth of LBDR. This in turn will contribute
to the sales growth and profitability of the Company in coming years.
DEPOSITS
During the year under review, the Company has mobilized Fixed Deposits
of about Rs.978 lacs. As at 30th September, 2010, matured and unclaimed
Fixed Deposits amounted to Rs.36 lacs out of which the deposits
aggregating to Rs.21 lacs have been renewed / paid and deposits
aggregating to Rs.15 lacs have still remained unclaimed as of 31s
December, 2010.
DEBENTURES
The Company has issued during February, 2011 13.5% Secured Non
Redeemable Convertible Debentures, aggregating to Rs. 245 lacs, on a
private placement basis.
SUBSIDIARY
As per Accounting Standard AS-21 issued by ICAI, the consolidated
financial statements are reported in the Annual Report.
As required under section 212 of the Companies Act, 1956, a statement
related to its subsidiary viz. Lyka BDR International Ltd (LBDR) is
attached to this Report. Annual Accounts together with Directors Report
& Auditors Report of LBDR is reported separately in the Annual Report.
DIRECTORS
Shri. S.S. Satyamurthy resigned as Director w.e.f. 10lh November, 2010.
The Board places on record its appreciation for the valuable services
rendered, guidance and advice given by him to the Company.
Smt. N. N. Gandhi, Shri V. A. Sanghani and Shri. V.S.Taksali retires by
rotation at the forthcoming Annual General Meeting and being eligible,
have offered themselves for re-appointment. The Board recommends their
re-appointment.
DIRECTORS RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that:
i. in the preparation of the Annual Accounts, the applicable accounting
standards have been followed except where otherwise stated in Auditors
Report and Notes to Accounts.
ii. the Directors have selected accounting policies and applied them
consistently, except where otherwise stated in the notes to the
Accounts. The Directors made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 30th September, 2010 and of the profit
of the Company for the year ended on that date.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. the annual accounts have been prepared on a going concern basis.
PERSONNEL
The relations between the Management and the employees have been
generally cordial.
The Company closed down its Distribution Department at Bhiwandi after
arriving at a settlement with the employees of the Distribution
Department.
OTHER INFORMATION
None of the employees are covered under section 217 (2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975 as amended till date.
As required by the Companies (Disclosure of Particulars in the report
of Board of Directors) rules, 1988, information pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in Annexure A to this Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
As required under the Listing Agreement with the stock exchange, the
Management discussion and analysis report on the operations of the
Company is given in Annexure B to this Report.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a Report on Corporate Governance along with the certificate from the
Auditors of the Company regarding compliance of the said conditions is
given as per Annexure C to this Report.
AUDITORS
M/s. M. A. Parikh & Co. Chartered Accountants, retire as the Auditors
of the Company at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
As required under section 224(1 B) of the Companies Act, 1956, the
Company has obtained from them a confirmation to the effect that their
re-appointment, if made, would be in conformity with the limits
prescribed in the said section. The Board recommends their
reappointment.
The appointment of Branch Auditors to audit the accounts of the
Companys manufacturing facilities at Ankleshwar and Tarapur is
proposed at Item no. 6 of the Notice.
COST AUDITORS
As required under provisions of Section 233-B of the Companies Act,
1956, M/s.Kirit Mehta & Associates, Cost Accountants were appointed as
Cost Auditors to conduct cost audit in respect of Sterile Bulk Drugs
and Formulations being manufactured at Ankleshwar factory and
formulations being manufactured at Tarapur Factory for the year
2010-2011 The necessary approval of the Central Government has been
obtained.
AUDITORS REPORT
The Auditors in their Report at Para 3(A) and 3(B) have stated that
they are unable to express their opinion with regard to:
3 A (i) At Note No. 10 of Notes to Accounts, the expenditure incurred
on trial runs, clinical trials, toxicity studies, product development
and patent etc. The benefits for which would accrue in the subsequent
years which would be of enduring nature. Accordingly, the management
wishes to recognize the said expenditures as capital expenditure.
(ii) At Note No. 9 of Notes to Accounts, Management has not provided
diminution in value of investments, keeping in view, the long term
business synergies and potential based on its intrinsic value of
business.
(iii) At Note No. 7(iii) and (iv) of Notes to Accounts, advances given
to Subsidiary and Associate Company, are in the normal course of
business and good for recovery.
3 B At Note No.6 (B)(i) of Notes to Accounts, the Management is of the
view that such extraordinary items relating to the past years could
legitimately be written off against the "net present replacement value"
of the tangible assets represented by Revaluation Reserve without
affecting the current years profits.
The liability to Sales Tax stated at item No(ix) in Annexure to
Auditors Report has arisen on account of non receipt of various forms,
which would be collectedand produced at the time of Business Audit by
the department at which point, the actual tax liability would be
determined and paid, if any.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continued
assistance, co-operation and support received from various Ministries
of the Government of India, Government of Maharashtra, Government of
Gujarat, the Companys Bankers, Customers, Shareholders, Fixed Deposit
Holders and loyal and committed employees for their unstinted support.
By Order of the Board of Directors
Place: Mumbai N. I. Gandhi
Dated: 25th March, 2011 Chairman & Managing Director
Sep 30, 2009
The Directors have pleasure in presenting Thirty first Annual Report
and the Audited Accounts of the Company. The financial year ending of
the Company has been extended by six months from 31st March, 2009 to
30th September, 2009. The Annual Accounts are therefore prepared for a
period of 18 months from 1st April, 2008 to 30th September, 2009 The
Financial Results are as under:
FINANCIAL RESULTS
2008-09 2007-08
18 months 12 months
(Rs.in lacs) (Rs. in lacs)
Total Operating Income 15207.55 9330.70
Profit before interest, Provision
for Depreciation, Taxes and Write
offs. 1320.10 1183.39
Less : Interest 1445.04 714.14
Operational Profit / (loss) before
Depreciation (124.94) 469.25
Less: Depreciation 369.29 128.69
Less: Provision for taxation 13.22 33.10
Add: Foreign Currency monetary
translation difference Accounts 276.48 --
Less: Provision for taxation of
earlier years 269.66 --
Less: Prior year interest on OTS 143.78 --
ProfiV(Loss) for the period (644.41) 307.46
Add: Bad Debts recovered - 111.44
Add: Balance brought forward (2255.23) (2562.68)
Less: Transfer to Revaluation Reserve - 111.44
Balance carried to Balance Sheet (2899.64) (2255.23)
OPERATIONS
During the period under review, the total operating income of the
Company is Rs. 15208 Lacs, which on an annualized basis, is Rs. 10139
lacs against Rs 9331 lacs of the previous year. During the year,
Companys Lyophilization facility was upgraded as well as its
manufacturing capacity was increased suitably. This necessitated shut
down of the plant for nearly 6 months thereby adversely affecting the
growth of the Company during the period under review.
The Companys lyophilized products have been receiving continuous
encouraging response from major Pharma Companies. Companys contract
manufacturing activities also continued to generate reasonable revenue
for the Company. The Company has also started manufacturing and
marketing of sterile APIs (Bulk Drugs) in the domestic market and the
initial response has been quite encouraging. Companys manufacturing
and marketing of injectables has also been showing encouraging results
in domestic market.
The Company continued to develop new formulations during the period
under review. The Companys R&D Department developed several new
formulations including new dosage forms, new drug delivery systems as
well as new fixed dose combinations. During the period under review,
the Company was granted 10 patents and filed applications for 12 more
patents. Thus, till date the Company has filed applications for 49
patents and has been granted 13 patents. The Company received
permission for 18 new products during the period under review, from the
Drug Regulatory Authorities. By now the company has received approval
for more than 60 new products and applications for few more new
products are already filed with Drug Regulatory Authorities.
The Company was awarded IDMA INDIAN PATENT APPRECIATION AWARD
2008-2009 for its patent for Stable Pharmaceutical preparation of
substituted Benzimidazole.
FUTURE OUTLOOK
The prospects of lyophilized products, both formulations and Bulk
Drugs, are promising. The Company has entered into manufacturing and/or
sales agreement with many major Pharma Companies for this range of
products. The Company has applied for registration of few of these
products in several countries abroad. This segment of activity is
expected to contribute substantially to the Sales growth of the Company
in coming years.
The company has initiated exploring international markets for its
sterile APIs and expects to generate considerable revenue through sale
of APIs in international markets.
With the expansion of its marketing team and supply chain network, the
Company is expected to grow its business of injectables substantially.
The Companys subsidiary LYKA BDR INTERNATIONAL LTD (LBDR) has
registered about 543 products in various countries, which are emerging
markets. Presently, about 200 more products are under registration.
LBDR has also launched its products in Venezuela, Peru, Costa Rica,
Ukraine and Philippines and is also in the process of validating few of
its products in U.K. This will provide necessary stimulus to the growth
of LBDR, which in turn, will contribute to the sales growth and
profitability of the Company in the coming years.
SHARE CAPITAL
During the period under review, 6,50,000 warrants issued on
preferential basis to the promoters in the year 2006. were converted
into equity shares at an exercise price of Rs 41.50 each. As result,
the paid up equity capital as at 30th September, 2009 stands at Rs 2158
lacs.
DEPOSITS
During the period under review, the Company has mobilized Fixed
Deposits of about Rs. 7 Crores. As at 30lh September, 2009, matured and
unclaimed Fixed Deposits amounted to Rs 21.11 lacs, out of which the
deposits aggregating to Rs.6 lacs have been renewed / paid and deposits
aggregating to Rs.15.11 lacs have still remained unclaimed as of 31s1
December, 2009.
SUBSIDIARY
During the period under review, the Company has purchased further
37,00,000 Equity Shares of Rs. 10 each of LYKA BDR INTERNATIONAL LTD
(LBDR). As a result, the investment of the Company in the Capital of
LBDR has increased to 65.22% and LBDR has become subsidiary w.e.f 4th
May, 2009.
A statement under Section 212 of the Companies Act, 1956 relating to
LBDR, a subsidiary is attached to this Report.
DIRECTORS
The Board regrets to inform the sad demise of Shri.V. C. Sanghavi,
former Director of our Company on 10th September, 2008. Shri. D. G.
Shah resigned as Director w.e.f 21st April, 2009. The Board places on
record its appreciation for the valuable services rendered and guidance
and advice given by both these Directors to the Company.
Shri. N. I. Gandhi has been reappointed as Managing Director of the
Company for a period of 5 (five) years w.e.f 1st April, 2009. Shri. V.
S. Taksali has been reappointed as Executive Director for a period of 2
(Two) years w.e.f 1st August, 2009. The Company has made applications
to the Central Government for obtaining their approval for the above
reappointments.
Shri. S. Parikh, Dr. D. B. Parikh and Smt. S.V. Satyamurthy retire by
rotation at the ensuing Annual General Meeting and being eligible have
offered themselves for reappointment. The Board recommends their
reappointment.
DIRECTORS RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that:
i. in the preparation of the Annual Accounts, the applicable accounting
standards have been followed except where otherwise stated in Auditors
Report and Notes to Accounts.
ii. the Directors have selected accounting policies and applied them
consistently, except where otherwise stated in the notes to the
Accounts. The Directors made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 30,h September, 2009 and of the loss of
the Company for the period ended on that date.
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. the annual accounts have been prepared on a going concern basis.
PERSONNEL
The relations between the Management and the employees have been
generally cordial.
OTHER INFORMATION
There are no employees who are covered under section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended till date.
As required by the Companies (Disclosure of Particulars in the report
of Board of Directors) Rules, 1988, information pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in Annexure A to this Report
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
As required under the Listing Agreement with the stock exchange, the
Management discussion and analysis report on the operations of the
Company is given in Annexure B to this Report
CORPORATE GOVERNANCE
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a Report on Corporate Governance along with the certificate from the
Auditors of the Company regarding compliance of the said conditions is
given as per Annexure C to this Report.
AUDITORS
M/s, M. A. Parikh & Co. Chartered Accountants, retire as the Auditors
of the Company at the ensuing Annual General Meeting, and, being
eligible, offer themselves for re-appointment.
As required under section 224(1 B) of the Companies Act, 1956, the
Company has obtained from them a confirmation to the effect that their
re-appointment, if made, would be in conformity with the limits
prescribed in the said section. The Board recommends their
reappointment.
The appointment of Branch Auditors to audit the accounts of the
Companys manufacturing facilities at Ankleshwar and Tarapur is
proposed at Item no. 6 of the Notice.
COST AUDITORS
As required under provisions of Section 233-B of the Companies Act,
1956, M/s.Kirit Mehta & Associates, Cost Accountants were appointed as
Cost Auditors to conduct cost audit in respect of Bulk Drugs and
Formulations being manufactured at Ankleshwar factory and formulations
being manufactured at Tarapore Factory for the year 2009-2010.The
necessary approval of the Central Government has been obtained.
AUDTIORS REPORT
Your Directors refer to the observations made by the Auditors in their
report and state that:
Note No.9 (ii) : The Sundry Debtors considered doubtful of
Rs.1,01,74,965/- have not been provided, since the management is
pursuing for its recovery.
Note No.11 : It is an industrial practice to defer R&D expenses of
Rs.4,61,32,009/-, the benefits of which will accrue in the future years
as explained in the note.
Note No. 13 : Regarding slow / non-moving inventories of Rs.
1,22,70,023/- as explained in the Note have not been provided for.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continued
assistance, co-operation and support received from various Ministries
of the Government of India, Government of Maharashtra, Government of
Gujarat, the Companys Bankers, Customers, Shareholders, Fixed Deposit
Holders and loyal and committed employees for their unstinted support.
By Order of the Board of Directors
Place: Mumbai N. I. Gandhi
Dated: 23rd February, 2010 Chairman & Managing Director