Directors Report of Plethico Pharmaceuticals Ltd.
Mar 31, 2014
Dear Members
The Directors are pleased to present Twenty First Annual Report of the
Company together with the audited Accounts for the 15 months period
ended 31st March, 2014. The working results of the Company for the 15
months period ended 31st March, 2014 vis-Ã -vis those of the previous
year are summarized below:
Rs. in Million
Particulars CONSOLIDATED STANDALONE
Period ended Year ended Period ended Year ended
31st March, 31st December 31st March, 31st December
Sales 20597.99 16315.41 5312.97 4753.15
Other Income 386.34 304.69 373.07 171.01
Sales and Other
Income 20984.33 16620.10 5686.04 4924.16
Total Expenditure
excluding Interest, 17780.34 14735.71 5037.33 4787.35
depreciation,
amortization & tax
Profit before
Interest,
Depreciation, 3203.99 1884.39 648.71 136.81
Amortization & Tax
Interest (Net) 1593.23 614.32 627.67 499.26
Depreciation and
Amortization 642.28 177.30 103.98 83.01
Profit before Tax,
Exceptional and 968.48 1092.77 (82.94) (445.47)
Extraordinary Item
Exceptional Item 0.00 0.00 0.00 0.00
Extraordinary Item 0.00 0.00 0.00 0.00
Provision for
Taxatio (138.38) 77.90 4.38 8.40
Profit After Tax 1106.86 1014.87 (87.32) (78.92)
Change in Financial Year
The Board of Directors of the Company approved change in the financial
year of the Company from January-December to April-March effective 24th
January, 2014. In view of this, the current financial year is for a
period of 15 months i.e. 1st January, 2013 to 31st March, 2014.
Overview
Although there was slight improvement in the global economy in 2012,
the challenging business environment and moderation in economic growth
did continue in fiscal 2013-14 as well. Although manufacturing and
industrial growth remained weak, there were some positive policy
responses that alleviated the immediate pressure. The pharmaceutical
industry continued to face tough milieu throughout the globe. Emerging
markets including India had to face multiple challenges of fluctuations
in local currency, banking fragility, fiscal tightening and additional
pressure due to capital outflow.
Despite numerous global and domestic challenges, we not only sustained
but further improved performance during fiscal 2013-14. The results
under review is for 15 months period however if annualized, the sales
on consolidated basis has grown up by 1.52% to Rs.16787.46 million (for
15 months Rs.20984.33 million). The net profit after tax on consolidated
basis has however declined by 12.75% to Rs.885.49 million (for 15 months
Rs.1106.86 million). On standalone basis, there is slight decline both in
turnover and profitability. This has happened because of more focus on
subsidiaries abroad performing extremely well despite numerous
constraints and challenging environment.
At Plethico, we believe that sustainable transformation can be achieved
only through enhancing profits, exploring new possibilities, empowering
people and investing in the innovation of products and processes.
During FY 2013-14, we undertook several initiatives in key areas that
will drive our growth and also create better outcomes for the company.
Innovation has always been a corner stone of our operations. It has
enabled us to make significant technologicalÂdriven break throughs that
add significant value to the company''s business.
We focused on further strengthening on our business, network,
technological capabilities and operating and financial parameters. At
the same time, we were cognizant of the risks in the business and
calibrated our approaches accordingly. Our strong and diversified
manufacturing base coupled with excellent technical skills give us the
ability to leverage opportunities for sustainable growth. Our outlook
for the future is positive.
We believe that more relevant we become to our customers through
innovative products, the more meaningful and deep our relationship will
be. As such, we always strive to achieve higher levels of customer
satisfaction as well as creation of shareholders value. We are bringing
significant transformation in the organization to realize the glorious
future.
Dividend
In view of the loss incurred by the Company during the period under
review, Your directors regret that they have not recommended any
dividend on equity shares for the period ended on 31st March, 2014.
Subsidiary and other Business Alliances
The company has adopted a completely different path of acquisition and
buyouts to carve a unique niche in highly growth-ended regulated and
semi regulated markets worldwide. The acquisitions enabled the company
to ride on new opportunities that would have taken years to start from
scratch. Such acquisitions have begun yielding benefits in different
ways that go beyond size and scale.
Currently company has two Wholly Owned Subsidiaries namely Plethico
Global Holdings B.V., Netherland (PGH) and Plethico International
Limited, UAE (PIL). The PGH is also having subsidiaries and step-down
subsidiaries in many countries that had given added advantage of rapid
scaling-up, broad-ended customer base and global footprint. Apart from
subsidiaries and step-down subsidiaries, the Rezlov Group of Companies
in which company currently hold 45% equity stake, also contributed
significantly in the growth of the organization. Tricon, a Dubai based
retail pharmacy chain in which company holds 20% stake also
strengthened Company''s clench in pharmaceutical and nutraceutical
markets of the CIS.
Aurobindo Pharma emerged as the highest bidder to acquire Natrol Inc.
USA, subsidiary company of Plethico US Holdings KFT, UAE (PUSH) and
Plethico Global Holdings BV, Netherlands (PGH) at USD 132.50mn under
a process approved by the US Court for the district of Delaware. The
tax-efficient structure of subsidiaries, step-down subsidiaries and
business alliances created by the company worldwide has given a strong
foothold to the company across the globe.
Consolidated Financial Statements
As stipulated in the listing agreement with the stock exchanges, the
consolidated financial statements have been prepared by the company in
connection with its subsidiaries in accordance with the relevant
accounting standards issued by the Institute of Chartered Accountants
of India. The audited consolidated financial statements together with
auditor''s report thereon form part of annual report. Company''s all the
subsidiary companies are non-material, non-listed Indian companies as
defined under clause 49 of the Listing Agreement with the Stock
Exchanges.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the general exemption granted by the Ministry of Corporate Affairs
vide its circular no. 02/2011 dated 8th February, 2011, the audited
accounts and Reports of Board of Directors and Auditors of the
Company''s subsidiaries have not been annexed to this Annual Report. The
Company has complied with the requirements as prescribed under the said
circular.
Employee Particulars
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
as amended.
Directors
Mr. Shashikant Patel, Executive Director of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. The Board recommends his re-
appointment. In accordance with the provisions of Section 149 of the
Companies Act,
2013, Dr.G.N Qazi and CA Pramod Shrivastava, independent directors, are
proposed to be appointed/reappointed at the ensuing AGM for a term of
five years.
Mrs. Gauravi Parikh, Executive Director and Mr. Hitesh Thakar,
Independent Director of the Company has resigned from the directorship
of the Company w.e.f 1st January, 2014 and 16th January,
2014, respectively.
The Board of Directors of the Company has appointed Mr. Pranav Koshal
as an Additional Director (Independent Director) of the Company w.e.f
24th January, 2014, who has also resigned from the directorship of the
Company w.e.f 13th August, 2014.
The Board expresses its appreciation for the valuable services rendered
and matured advice provided by Mrs. Gauravi Parikh, Mr. Hitesh Thakar
and Mr. Pranav Khoshal.
Directors'' Responsibility Statement
In terms of provisions of Section 217(2AA) of the Companies Act, 1956
("the Act"), your Directors confirm that:
i) In the preparation of annual accounts, the applicable accounting
standards had been followed, along with proper explanation relating to
material departures, wherever applicable.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company, as at the end of the accounting year and of the losses
of the Company for the period.
iii) That 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;
iv) That the directors have prepared the financial statement and annual
accounts on a going concern basis.
Fixed Deposits
The Company has accepted deposits u/s 58A and 58AA of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended. The Company has overdue deposits outstanding other than
those unclaimed deposits of -120.56 Mn as on 31st March, 2014. The
total balance of Deposits as on 31st March, 2014 stood at 1357.04 Mn.
In context to the Fixed Deposits, the Company has been consistent in
its timely repayments of Fixed Deposits. Howeve, owing to the difficult
global scenario, currency fluctuations leading to the strong cash flow
mismatch coupled with the company being referred to the CDR, there have
been delays in the repayments to the fixed deposit holders over the
last few months. The Company is well aware and acknowledges the anxiety
of the investors and is taking all measures towards rationalizing this
situation. With regards to the same, the Company had also sent across
communications to all the FD holders indicating the current but
temporary situation that the Company is facing. Furthermore, the
Company has approached diff erent regulatory authorities to seek
relaxation/extension in repayment of Fixed Deposits to enable the
Company to work out an acceptable repayment proposal for
comprehensively addressing the Fixed Deposits issue.
Corporate Governance Report, Management Discussion & Analysis Report
As per clause 49 of the Listing Agreements entered into with the Stock
Exchanges, Corporate Governance Report with auditors'' certificate
thereon and Management Discussion and Analysis are attached and form
part of this report.
Auditors
M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai (F.R.No.
116574W), who are the Statutory Auditor of the Company, holds office
till the conclusion of the forthcoming AGM and are eligible for re-
appointment. Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Rules framed thereunder, it is proposed to appoint
M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai (F.R.No.
116574W) as Statutory Auditors of the Company from the conclusion of
the forthcoming AGM till the conclusion of the twenty- fourth AGM to be
held in the year 2017, subject to ratification of their appointment at
every AGM.
Auditors'' Report
With regard to the comments contained in the Auditors'' Report,
explanations are given below:-
(i) The Company has accepted deposits from public amounting to
- 86.83 Mllion during the period under review, the Directive issued by
Reserve Bank of India and the provisions of Section 58A & Section 58AA
or any other relevant provisions of the Act and the rules framed there
under are not complied with.
The Company has defaulted in respect of repayment of the said deposits
from public. The amount of default with respect to princpal amount is ~
120.56 Mllion and with respect to interest amount is 13.67 Mllion as on
31st March 2014. (Cause vi of the Annexure to the Auditors'' Report)
(ii) (a) According to the records of the Company and the information
and explanations provided to us the Company is generally regular in
depositing undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees'' State Insurance, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Professional Tax,
Cess and other material statutory dues with the appropriate authorities
except for Income Tax. According to the information and explanation
given to us, the undisputed amount of Rs. 235.89 Million is outstanding
as at 31stMarch, 2014 for a period of more than six months from the
date of becoming payable. (b) Details of dues of Income Tax which has
not been deposited on 31st March, 2014 on account of disputes are given
below:- (Clause ix (a) & (b) of the Annexure to the Auditors'' Report)
Forum where
Names of Nature of Amount Period to which dispute is
the Statute the Dues (Rs.in Millions) amount relates pending
140.53 A.Y 2005-06
107.17 A.Y 2006-07
860.95 A.Y 2007-08 Commissioner
Income Tax Income Tax 245.14 A.Y 2008-09 of Income
Act, 1961 Tax (Appeals)
230.23 A.Y 2009-10
216.19 A.Y 2010-11
346.65 A.Y 2011-12
(iii) According to the information and explanation provided to us, we
have been intimated that the company has defaulted in repayment of dues
to financial institutions or banks. The default pertains to Interest
amounting to Rs. 35.52 Million and principal amounting to Rs.576.30
Million. However the Lead Bank has proposed admission of the Company to
Corporate Debt Restructuring ("CDR") forum on March 29, 2014 for
providing debt restructuring scheme. The proposed debt restructuring
scheme is pending approval of CDR Empowered Group for admission to the
CDR forum. (Clause xi of the Annexure to the Auditors'' Report)
The ongoing difficult global scenario has negatively impacted the
demand for the wellness products that are manufactured and marketed by
the company. Furthermore the currency fluctuations and depreciation of
emerging market currencies across the globe vis-a-vis the dollar are
the other factors that have collectively led to liquidity issues for
the company. In context to the FDs, the company has maintained a track
record of timely repayments of FD''s, however in the past couple of
months there have been delays in the repayments to the fixed deposit
holders owing to the strong cash flow mismatch largely due to the
reasons chalked above. The company has approached regulatory
authorities to seek relaxation in repayment of FD''s to enable the
Company to work out an acceptable repayment proposal for
comprehensively addressing the FD''s issue. Also the admission into the
CDR, a step to the path of financial restructuring, further withheld
the operations of the company, leading to an overall delay in the
payments of dues to the banks as well as other statutory dues
pertaining to income tax. These qualifications indicated are majorly
due to the cash flow mismatch, which has been identified by the company
and adequate steps are being taken to rectify the same and get back to
normal operations towards growth and success.
Cost Auditors
M/s. Rajesh Runwal & Associates, Cost Accountants, were appointed as
the Cost Auditor of the Company and their Audit report on the Cost
Accounts of the Company for the 15 months period ended 31st March,
2014, will be submitted to the Central Government in due course.
Safety, Health and Environment (SHE) and Energy Conservation
Safety, Health and Environment (SHE) management is a non-negotiable
priority at Plethico. Safety and Health of our people is of paramount
concern and so is minimization of environmental impact of our industry.
Our vision is to be a zero-injury organization. Effective
implementation of the safety and environmental standards is supported
by your company''s occupational safety program based on the behavioral
safety management techniques. The company continued to focus on
behavioral safety aspects of employees and visitors along with
continual improvements in engineering controls and safety management
systems. Your company has been focusing on improving environmental
performance and has drawn up an ambitious plan to reduce the
environmental aspects of operations including reduction in the energy
costs. nformation on conservation of energy, technology absorption,
foreign exchange earnings and outgo as required to be given pursuant to
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is annexed hereto in Annexure and forms part of this report.
Research & Development and Technology
Your Company has a long-standing culture and history of delivering high
consumer business value through creative ideas and superior technology
for its brands. Research and Development (R&D) has always been
considered crucial for the continuous up-gradation & sustained growth
of the Company. This sustained high performance has helped in building
a strong foundation for our business and also differentiated our brands
strongly. The technology drive in your company is a journey that began
with the great vision of Late Shri Bhaskar Patel (known as Babuji with
great affection), the former founder, Chairman and Managing Director of
the Company. The strong research foundation laid by him and its
expansion over the years have enabled to produce a steadily
accelerating stream of high-value deliveries to the domestic & global
customer. The global challenges faced by the Indian Pharmaceutical
industry at large have increased several folds in the face of the
transition from process to product patent regime in India from 2005.
Your Company has stepped-up investments in R&D to keep pace with the
changing domestic and global scenario. High quality R&D has been
pursued to innovate in the area of herbals and nutraceuticals. After
exploring our country''s vast traditional knowledge base & the latest
nutraceuticals active elements, the best sustainable offerings are
identified and refined to provide specific performance benefit to
consumers in the area of personal healthcare. We firmly believe in the
philosophy of "PREVENTION IS BETTER THAN CURE". By and large the
society is accepting these thoughts and moving towards better health.
Our R&D team is thriving to develop products in food and dietary
supplements. It continues to be focused on providing dietary options
with the combination of superior aroma and tests with specific
enhancement in health and nutritional benefits to the consumers at
large.
Human Resources
Your company believes that today a major HR challenge for any
organization is capability building aligned to business strategy
meeting the challenges posed by the changing business scenario. The
company continued to enhance capability by realigning leadership
competency frameworks to new business realities and the company''s
future roadmap.
The company implemented various measures to build a strong, adaptive
and matured corporate structure, which is flexible, responsive and
cohesive. Development workshops were organized to improve the overall
competency level of employees with an objective to improve the
operational performance of individuals keeping in view stringent
quality norms of different regulatory authorities. The employee
training and development function was aligned to add greater thrust on
building required competencies for meeting the new emerging business
challenges. Based on feedback from employees, key initiatives like
benchmarking and revising of performance management system, reward and
recognition process and measurement of training effectiveness were
undertaken.
The involvement of employees at all levels has been achieved through
continued promotion of TQM activities across the organization with the
involvement of top management team.
The overall employee relationship and working environment was healthy,
cordial and harmonious across various locations.
Corporate Social Responsibilities (CSR)
The company continued to involve itself in social welfare activities,
both through charity and social investment issues like education,
health, nutrition and over the years serious efforts have been directed
towards making a meaningful contribution to uplift and transform the
lives of the underprivileged. The Company is contributing to
sustainable development by its economic activities combined with the
fulfillment of its social responsibilities relating to the health,
safety and environment aspects. The Company took a conscious decision
to contribute towards its belief that "If you educate a boy, you are
educating a person and If you are educating a girl, you are educating a
familyÂ
" Towards this end, the "Shri Hari Charitable Trust" was setup
to serve society at large by providing totally free education to the
poor and needy girls of the rural areas. Your company is alive to the
challenges and remains firm in its believe that it is possible to ''do
good while doing well'' and that running a successful business and
creating positive social impact as not separate objectives.
Listing of Shares
The Equity Shares of the Company continue to be listed on BSE Ltd. and
The National Stock Exchange of India Limited. The annual listing fees
for the year 2013-2014 have been paid to these Exchanges.
Website
The Company has a well designated and updated website www.plethico.com
containing information about the Company''s products, manufacturing
facilities, area of specialization, performance overview etc. The
details with respect to new product developed, new market explored,
company''s upcoming plans etc. have also been put on the website. The
parties associated with the organization are welcome to visit the
website to keep them selves updated on the Company.
Acknowledgement
Your Directors place on record their sincere appreciation for
significant contribution made by the employees through their
dedication, hard work and commitment and the trust reposed on us by the
medical fraternity and the patients.
We also acknowledge the support and wise counsel extended to us by the
analysts, bankers, government agencies, shareholders and investors at
large. We look forward to have the same support in our endeavor to help
people lead healthier lives.
On behalf of the Board of Directors
Shashikant Patel
Chairman & Managing Director
Mumbai, 27th November, 2014
Dec 31, 2012
Dear Members
The Directors are pleased to present this the 20th Annual Report of the
Company together with the Audited Accounts for the year ended 31st
December, 2012. The working results of the Company for the year ended
31st December, 2012 vis-a-vis those of the previous year are summarized
below:
Rs. in Million
Particulars Consolidated Standalone
Current
year ended Previous
year ended Current
year ended Previous
year ended
31st
December,
2012 31st
December,
2011 31st
December,
2012 31st
December,
2011
Sales 16315.41 15570.41 4750.60 4120.09
Other Income 365.29 843.39 357.59 812.70
Sales and Other
Income 16680.70 16413.80 5108.19 4932.79
Total Expenditure
excluding Interest,
depreciation,
amortization & tax 14735.71 13460.20 4829.64 3722.96
Profit before
Interest,
Depreciation,
Amortization & Tax 1944.99 2953.59 278.55 1209.83
Interest (Net) 614.32 835.43 499.26 771.88
Depreciation and
Amortization 177.29 176.27 83.01 82.38
Profit Before Tax,
Exceptional and
Extraordinary Item 1153.38 1941.89 (303.72) 355.57
Exceptional Item 81.15 - 374.95 -
Extraordinary Item (141.75) (630.00) (141.75) (630.00)
Provision for Taxation 77.90 282.78 8.40 101.95
Profit After Tax 1014.88 1029.11 (78.92) (376.38)
Profit bought forward 7604.53 6575.40 2610.28 2986.67
Profit available
and carried to
General Reserves 8622.38 7604.53 2531.36 2610.28
Overview
The Global economy in 2012 improved slightly but was short of
expectations. Several key countries'' economy experienced recession due
to high unemployment, banking fragility, fiscal tightening and sluggish
growth. The year 2012 proved to be challenging year amidst global
economic uncertainties and disturbances in many parts of the world.
Despite these constraints and challenging environment, the company
performed reasonably well.
During the year under review, the sales on consolidated basis has grown
up slightly by 4.78% to Rs. 16315.41 mn. whilst Net profit has declined
to Rs. 1153.38 mn. However, on standalone basis sales has grown up to
Rs. 4750.60 Mn. against Rs. 4120.09 Mn. in the previous year
registering a growth of 15.29% but there was dip in the profitability.
This happened because of strategic shifting of business during the year
to subsidiaries abroad reflecting growth in consolidated performance.
The Global meltdown, turbulent economy, high foreign currency
volatility, increasing debt cost are the major factors amidst others
that severally affected Company''s overall performance during 2012.
However, our aim through the year was to provide world-class healthcare
services to all the customers throughout the world while increasing
both our customer base and ability to provide blockbuster products at
affordable prices to this growing customer base. Along the way, we
received accolades for our work from within the country an
internationally. We are proud to say that company''s Kandla SEZ Unit has
been awarded highest export award consecutively for the fifth year.
Today, company has transformed business globally to leverage Plethico''s
financial and technical skills, open new vistas for the enterprise and
the energetic talent and to create new values worldwide. And during
this process, Plethico has nurtured relationship across the entire
range of customers, business partners, techno- economic consultants,
stakeholders, which helps the company to understand pertinent issues,
develop business, enhance shareholders values and manage risks better.
It is the relationship and trust that make the Plethico more robust,
resilient and sustainable.
Dividend
In view of the loss in the standalone accounts, no dividend has been
proposed for the year ended 31st December, 2012 (Previous Year Nil).
Subsidiary and other Business Alliances
The company has adopted a completely different path of acquisition and
buyouts to carve a unique niche in highly growth-ended regulated and
semi regulated markets worldwide. The recent acquisitions enabled the
company to ride on new opportunities that would have taken years to
start from scratch. Such acquisitions have begun yielding benefits in
different ways that go beyond size and scale. Currently company has
two Wholly Owned Subsidiaries namely Plethico Global Holdings B.V.,
Netherlands (PGH) and Plethico International Limited, UAE (PIL). The
PGH is also having subsidiaries and step-down subsidiaries in many
countries that had given added advantage of rapid scaling-up,
broad-ended customer base and global footprint. PIL has setup an ultra
modern medicated lozenges and solid doses formulation unit in UAE.
Apart from subsidiaries and step-down subsidiaries, the Rezlov Group of
Companies in which company currently hold 45% equity stake, also
contributed significantly in the growth of the organization. Tricon, a
Dubai based retail pharmacy chain in which company holds 20% stake also
strengthened Company''s clench in pharmaceutical and nutraceutical
markets of the CIS.
The tax-efficient structure of subsidiaries, step-down subsidiaries and
business alliances created by the company worldwide has given a strong
foothold to the company across the globe.
Consolidated Financial Statements
As stipulated in the listing agreement with the stock exchanges, the
consolidated financial statements have been prepared by the company in
connection with its subsidiaries in accordance with the relevant
accounting standards issued by the Institute of Chartered Accountants
of India. The audited consolidated financial statements together with
auditor''s report thereon form part of annual report. Company''s all the
subsidiary companies are non-material, non-listed Indian companies as
defined under clause 49 of the Listing Agreement with the Stock
Exchanges.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the general exemption granted by the Ministry of Corporate Affairs
vide its circular no. 02/2011 dated 8th February, 2011, the audited
accounts and Reports of Board of Directors and Auditors of the
Company''s subsidiaries have not been annexed to this Annual Report.
The Company has complied with the requirements as prescribed under the
said circular.
Employee Particulars
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
as amended
Directors
Mr. Chirag Patel, the Directors of the Company retire by rotation at
the ensuing Annual General Meeting and being eligible offers him selves
for re-appointment. The Board recommends his re-appointment
The Board has appointed CA. Hitesh Thakar as an Additional Director
pursuant to Section 260 of the Companies Act, 1956 and Articles of
Association of the Company effective 9th November, 2012 and holds
office upto the date of this AGM. The Company has received Notice under
Section 257 of the Companies Act, 1956 proposing the candidature of CA.
Hitesh Thakar as a Director of the Company.
Mr. Abhay Suhane, the Independent Director has resigned from the
directorship of the Company with effect from 3rd October, 2012. The
Board expresses its appreciation for the valuable services rendered and
matured advice provided by Mr. Abhay Suhane.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Director''s responsibility statement in relation of the
financial statement for the year ended on 31st December 2012 is
furnished herein below and state and confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st December 2012 and of the loss of
the company for the year ended on that date.
iii) that 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;
iv) that the directors had prepared the financial statement and annual
accounts on a going concern basis.
Fixed Deposits
The Company is accepting deposits u/s 58A and 58AA of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended. The company is not having overdue deposits outstanding
other than those unclaimed deposits of Rs. 4.216 Mn. as on 31st
December, 2012. The total balance of Deposits as on 31st December, 2012
stood at Rs. 1466.04 Mn. There is no default in repayment of deposits
or interest thereon as at 31st December, 2012.
Management Discussions and Analysis Report
Management Discussion and Analysis Report for the year under review, as
required under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is annexed and forming part of this Report.
Corporate Governance
Your company has been practicing the principal of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity. Yours directors adhere to the stipulation
set out in the listing agreement to the Stock Exchanges. As required by
Clause 49VI of the Listing Agreement, a detailed report on the
Corporate Governance forms part of this Report. The Auditors''
Certificate on compliance with Corporate Governance requirements by the
Company is attached to the Corporate Governance Report.
In terms of sub clause V of Clause 49 of the listing agreement,
certificate of the CEO and CFO inter alia confirming the correctness of
the financial statements, adequacy of the internal control measures and
reporting of matters to the audit committee in terms of the said
clause, is also enclosed as a part of the report.
Auditors
M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai (F.R.No.
116574W), the Statutory Auditors of the Company will retire at the
ensuing Annual General Meeting and are eligible for re-appointment.
The Auditor has confirmed that their re-appointment, if made shall be
within the limits of Section 224 (1B) of the Companies Act, 1956. The
Board recommends their re-appointment as Auditors and to fix their
remuneration.
Auditors'' Report
The report of the auditors of the Company and notes to the accounts are
self-explanatory and therefore do not call for any further comments and
may be treated as adequate compliance of section 217(3) of the
Companies Act, 1956.
Cost Auditors
The Board appointed M/s Rajesh Runwal & Associates, Cost Accountants,
as the Cost Auditors of the Company for the year ended 31st December,
2012. The Audit report of the Cost Accounts for the year ended 31st
December, 2012, will be submitted to the Central Government in due
course.
Safety, Health and Environment (SHE) and Energy Conservation
Safety, Health and Environment (SHE) management is a non- negotiable
priority at Plethico. Safety and Health of our people is of paramount
concern and so is minimization of environmental impact of our industry.
Our vision is to be a zero-injury organization. Effective
implementation of the safety and environmental standards is supported
by your company''s occupational safety program based on the behavioral
safety management techniques. The company continued to focus on
behavioral safety aspects of employees and visitors along with
continual improvements in engineering controls and safety management
systems.
Your company has been focusing on improving environmental performance
and has drawn up an ambitious plan to reduce the environmental aspects
of operations including reduction in the energy costs.
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given pursuant to Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto in Annexure and forms part of this report.
Research & Development and Technology
Your Company has a long-standing culture and history of delivering high
consumer business value through creative ideas and superior technology
for its brands. Research and Development (R&D) has always been
considered crucial for the continuous up-gradation & sustained growth
of the Company. This sustained high performance has helped in building
a strong foundation for our business and also differentiated our brands
strongly. The technology drive in your company is a journey that began
with the great vision of Late Shri Bhaskar Patel (known as Babuji with
great affection), the former Founder Chairman and Managing Director of
the Company. The strong research foundation laid by him and its
expansion over the years have enabled to produce a steadily
accelerating stream of high-value deliveries to the domestic & global
customers.
The global challenges faced by the Indian Pharmaceutical industry at
large have increased several folds in the face of the transition from
process to product patent regime in India from 2005. Your Company has
stepped-up investments in R&D to keep pace with the changing domestic
and global scenario. High quality R&D has been pursued to innovate in
the area of herbals and nutraceuticals. After exploring our country''s
vast traditional knowledge base & the latest nutraceuticals active
elements, the best sustainable offerings are identified and refined to
provide specific performance benefit to consumers in the area of
personal healthcare. We firmly believe in the philosophy of "PREVENTION
IS BETTER THAN CURE". By and large the society is accepting these
thoughts and moving towards better health. Our R&D team is thriving to
develop products in food and dietary supplements. It continues to be
focused on providing dietary options with the combination of superior
aroma and tests with specific enhancement in health and nutritional
benefits to the consumers at large.
Human Resources
Your company believes that today a major HR challenge for any
organization is capability building aligned to business strategy
meeting the challenges posed by the changing business scenario. The
company continued to enhance capability by realigning leadership
competency frameworks to new business realities and the company''s
future roadmap.
The company implemented various measures to build a strong, adaptive
and matured corporate structure, which is flexible, responsive and
cohesive. Development workshops were organized to improve the overall
competency level of employees with an objective to improve the
operational performance of individuals keeping in view stringent
quality norms of different regulatory authorities. The employee
training and development function was aligned to add greater thrust on
building required competencies for meeting the new emerging business
challenges. Based on feedback from employees, key initiatives like
benchmarking and revising of performance management system, reward and
recognition process and measurement of training effectiveness were
undertaken.
The involvement of employees at all levels has been achieved through
continued promotion of TQM activities across the organization with the
involvement of top management team.
The overall employee relationship and working environment was healthy,
cordial and harmonious across various locations.
Corporate Social Responsibilities (CSR)
The company continued to involve itself in social welfare activities,
both through charity and social investment issues like education,
health, nutrition and over the years serious efforts have been directed
towards making a meaningful contribution to uplifting and transforming
the lives of the underprivileged. The Company is contributing to
sustainable development by its economic activities combined with the
fulfillment of its social responsibilities relating to the health,
safety and environment aspects. The Company took a conscious decision
to contribute towards its belief that "If you educate a boy, you are
educating a person and If you are educating a girl, you are educating a
family..." Towards this end, the "Shri Hari Charitable Trust" was setup
to serve society at large by providing totally free education to the
poor and needy girls of the rural areas.
Your company is alive to the challenges and remains firm in its believe
that it is possible to ''do good while doing well'' and that running a
successful business and creating positive social impact are not
separate objectives.
Listing of Shares
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited,
Mumbai. The annual listing fees for the year 2012-2013 have been paid
to these Exchanges.
Website
The Company has a well designated and updated website www.plethico.com
containing information about the Company''s products, manufacturing
facilities, area of specialization, performance overview etc. The
details with respect to new product developed, new market explored,
company''s upcoming plans etc. have also been put on the website. The
parties associated with the organization are welcome to visit the
website to keep them selves updated on the Company.
Acknowledgement
Your Directors place on record their sincere appreciation for
significant contribution made by the employees through their
dedication, hard work and commitment and the trust reposed on us by the
medical fraternity and the patients.
We also acknowledge the support and wise counsel extended to us by the
analysts, bankers, government agencies, shareholders and investors at
large. We look forward to have the same support in our endeavor to help
people lead healthier lives.
On behalf of the Board of Directors
Shashikant Patel
Chairman and Managing Director
Indore, 1st March, 2013
Dec 31, 2011
Dear Members
The Directors are pleased to present this the 19th Annual Report of the
Company together with the audited Accounts for the year ended 31st
December, 2011. The working results of the Company for the year ended
31st December, 2011 vis-ÃÂ -vis those of the previous year are summarized
below:
Rs. in Million
Particulars Consolidated Standalone
Current year
ended Previous year
ended Current
year ended Previous
year ended
31st December,
2011 31st December,
2010 31st Dece
-mber, 2011 31st Decem
-ber, 2010
Sales 15570.41 15351.95 4120.09 4499.08
Other Income 843.39 (159.19) 838.56 (166.80)
Sales and Other
Income 16413.80 15192.76 4958.65 4332.28
Total Expenditure
excluding 13450.46 12048.38 3739.08 3307.05
Interest, deprec
-iation, amortization
& tax
Profit before
Interest,
Depreciation, 2963.34 3144.38 1219.57 1025.23
Amortization & Tax
Interest (Net) 835.43 305.46 771.88 293.05
Depreciation and
Amortization 186.01 283.60 92.12 93.76
Profit Before
Taxation 1941.90 2555.32 355.57 638.42
Provision for Taxation 282.77 248.22 101.95 196.25
Profit After Tax 1659.13 2307.10 253.62 442.17
Extra ordinary
Income/ (Expenses) (630.00) 136.88 (630.00) 136.88
Profit bought forward 6575.40 4480.41 2986.64 2756.58
Profit available for
appropriation 7604.53 6924.39 2610.26 3335.63
Appropriations :
Proposed Dividend 0.00 85.17 0.00 85.17
Tax on Distributed
Profit 0.00 13.82 0.00 13.82
Transfer to General
Reserve 0.00 250.00 0.00 250.00
Surplus carried
forward 7604.53 6575.40 2610.26 2986.64
Overview
The company's performance on consolidated basis registered modest
growth in terms of top line. During the year under review, the turnover
has grown up slightly by 1.42% to Rs. 15570.41 Mn. whilst profit before
tax has declined by 24% to Rs. 1941.90 Mn. On standalone basis, there was
also significant dip in the Turnover and profitability. This happened
because of strategic shifting of business during the year to
subsidiaries abroad resulting in growth in consolidated performance.
The Global meltdown, turbulent economy, high foreign currency
volatility, increasing debt cost are the major factors amidst others
that severally affected Company's overall performance during 2011.
However, our aim through the year was to provide world-class healthcare
services to all the customers throughout the world while increasing
both our customer base and ability to provide blockbuster products at
affordable prices to this growing customer base. Along the way, we
received accolades for our work from within the country an
internationally. We are proud to say that company's Kandla SEZ Unit has
been awarded highest export award for the year 2009-10. Today, company
has transformed business globally to leverage Plethico's financial and
technical skills, open new vistas for the enterprise and the energetic
talent and to create new values worldwide. And during this process,
Plethico has nurtured relationship across the entire range of
customers, business partners, techno-economic consultants,
stakeholders, which helps the company to understand pertinent issues,
develop business, enhance shareholders values and manage risks better.
It is the relationship and trust that make the Plethico more robust,
resilient and sustainable
Dividend
Your Board of Directors regret their inability to recommend any
dividend for the year ended 31st December, 2011 (Previous year 25% i.e
Rs.2.50 per equity share) in view of inadequate profits that has been hit
very badly due to overall global slowdown. The Company also needs
sufficient funds to discharge its FCCB obligations becoming due in
October, 2012.
Management Discussions and Analysis Report
Management Discussion and Analysis Report for the year under review, as
required under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is annexed and forms part of this Report.
Subsidiary and other Business Alliances
The company has adopted a completely different path of acquisition and
buyouts to carve a unique niche in highly growth-ended regulated and
semi regulated markets worldwide. The recent acquisitions enabled the
company to ride on new opportunities that would have taken years to
start from scratch. Such acquisitions have begun yielding benefits in
different ways that go beyond size and scale.
Currently company has two Wholly Owned Subsidiaries namely Plethico
Global Holdings BV-Netherlands (PGH) and Plethico International
Limited-UAE (PIL). The PGH is also having subsidiaries and step-down
subsidiaries in many countries that had given added advantage of rapid
scaling-up, broad-ended customer base and global footprint. PIL has
setup an ultra modern medicated lozenges and solid doses formulation
unit in UAE.
Apart from subsidiaries and step-down subsidiaries, the Rezlov Group of
Companies in which company currently hold 45% equity stake, also
contributed significantly in the growth of the organization. Tricon, a
Dubai based retail pharmacy chain in which company holds 20% stake also
strengthened Company's clench in pharmaceutical and nutraceutical
markets of the CIS.
The tax-efficient structure of subsidiaries, step-down subsidiaries and
business alliances created by the company worldwide has given a strong
foothold to the company across the globe.
Consolidated Financial Statements
As stipulated in the listing agreement with the stock exchanges, the
consolidated financial statements have been prepared by the company in
connection with its subsidiaries in accordance with the relevant
accounting standards issued by the Institute of Chartered Accountants
of India. The audited consolidated financial statements together with
auditor's report thereon form part of annual report. Company's all the
subsidiary companies are non-material, non-listed companies as defined
under clause 49 of the Listing Agreement with the Stock Exchanges.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the general exemption granted by the Ministry of Corporate Affairs
vide its circular no. 02/2011 dated February 8, 2011, the audited
accounts and Reports of Board of Directors and Auditors of the
Company's subsidiaries have not been annexed to this Annual Report. The
Company has complied with the requirements as prescribed under the said
circular.
Research & Development and Technology
Your Company has a long-standing culture and history of delivering high
consumer business value through superior technology for its brands.
Research and Development (R&D) has always been considered crucial for
the sustained growth of the Company. This sustained high performance
has helped in building a strong foundation for our business and also
differentiated our brands strongly. The technology drive in your
company is a journey that began with the great vision of Shri Bhaskar
Patel, the former Chairman and Managing Director of the Company. The
strong research foundation laid by him and its expansion over the years
have enabled to produce a steadily accelerating stream of high-value
deliveries to the customers.
The global challenges for the Indian pharma industry at large have
increased several folds in the face of the transition from process to
product patent regime in India from 2005, Your Company has stepped- up
investments in R&D to keep pace with the changing domestic and global
scenario. High quality R&D has been pursued to innovate in the area of
nutraceuticals and herbals. After exploring our country's vast
traditional knowledge base, the best sustainable offering are
identified and refined to provide specific performance benefit to
consumer in the area of personal healthcare. R&D in food and dietary
supplements continues to be focused on providing dietary options with
the combination of superior aroma and tests, with specific enhancement
in health and nutritional benefits to the consumers at large.
Human Resources
Your company believes that today a major HR challenge for any
organization is capability building aligned to business strategy
meeting the challenges posed by the changing business scenario. The
company continued to enhance capability by realigning leadership
competency frameworks to new business realities and the company's
future roadmap.
The company implemented various measures to build a strong, adaptive
and matured corporate structure, which is flexible, responsive and
cohesive. Development workshops were organized to improve the overall
competency level of employees with an objective to improve the
operational performance of individuals keeping in view stringent
quality norms of different regulatory authorities. The employee
training and development function was aligned to add greater thrust on
building required competencies for meeting the new emerging business
challenges. Based on feedback from employees, key initiatives like
benchmarking and revising of performance management system, reward and
recognition process and measurement of training effectiveness were
undertaken.
The involvement of employees at all levels has been achieved through
continued promotion of TQM activities across the organization with the
involvement of top management team.
The overall employee relationship and working environment was healthy,
cordial and harmonious across various locations.
Directors
Dr. G.N.Qazi and CA. Pramod K. Shrivastava, Directors of the company
retire by rotation, as per Article 111 of the Articles of Association
of the Company. Being eligible, they have offered themselves for re-
appointment. Further details about Directors are given in the Corporate
Governance Report as well as in the Notice of the ensuing Annual
General Meeting being sent to the shareholders along with Annual
Report. The Board of Directors recommends their re-appointment.
Auditors
M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai (F.R.No.
116574W), the Statutory Auditors of the Company will retire at the
ensuing Annual General Meeting and are eligible for re-appointment.
M/s. N. P. Gandhi & Co. has confirmed that their re-appointment, if
made shall be within the limits of Section 224 (1B) of the Companies
Act, 1956. The Board recommends their re-appointment as Auditors and to
fix their remuneration.
Auditors' Report
With regard to qualification contained in the Auditors' Report,
explanations are given below:
I) Excess managerial remuneration paid by the Company - Para 3 (f) to
the Auditors Report to the financial statements -
The Company had adequate profits for past many years and thus has been
paying remuneration to its Managerial personnel within overall limits
as specified under the Act. However, due to inadequacy of profit as per
Audited Financial Statements for the year ended 31st December, 2011,
the managerial remuneration paid during the year exceeded the limits
prescribed under the Act. In view of this, remuneration paid to Mr.
Shashikant Patel, Chairman and Managing Director and Mr. Chirag Patel,
Whole Time Director & CEO of the Company requires approvals of the
shareholders and the Central Government under the provisions of the
Companies Act, 1956 for which necessary steps are being taken and the
Company would act upon in accordance with directions given in such
approvals, whenever received.
Cost Auditors
M/s Rajesh Runwal & Associates, Cost Accountants, have been appointed
as the Cost Auditors of the Company for the ensuing year 2012. The
Audit report of the Cost Accounts for the year ended 31st December,
2011, will be submitted to the Central Government in due course.
The due date for filing the Cost Auditor for the year ended 31st
December,
2010, with the Central Government was 30th June, 2011 but the same
could not be filed and the Company is in process to file the same.
Fixed Deposits
During the year under review, the Company has introduced a fixed
deposit scheme by inviting deposits from the public, shareholders and
employees of the company and the Fixed Deposits scheme has got
overwhelming response and the management of the company is thankful to
all the investors for participating in the scheme and for the trust
reposed in the company. During the year ended 31st December, 2011,
deposits aggregating to Rs.1057.41 Mn. have been mobilised. The Company
is regular in repayment of principal and payment of interest on due
dates. The Company has been complying with the provisions of Section
58A and other applicable provisions, if any of the Companies Act, 1956
and the rules made thereunder.
Directors' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Director's responsibility statement in relation of the
financial statement for the year ended on 31st December 2011 is
furnished herein below. Your Directors state and confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st December 2011 and of the profit of
the company for the year ended on that date.
iii) that 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;
iv) that the directors had prepared the financial statement and annual
accounts on a going concern basis.
Corporate Governance
Your company has been practicing the principal of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity. Yours directors adhere to the stipulation
set out in the listing agreement to the Stock Exchanges. As required by
Clause 49VI of the Listing Agreement, a detailed report on the
Corporate Governance forms part of this Report. The Auditors'
Certificate on compliance with Corporate Governance requirements by the
Company is attached to the Corporate Governance Report.
In terms of sub clause V of Clause 49 of the listing agreement,
certificate of the CEO and CFO inter alia confirming the correctness of
the financial statements, adequacy of the internal control measures and
reporting of matters to the audit committee in terms of the said
clause, is also enclosed as a part of the report.
Safety, Health and Environment (SHE) and Energy Conservation
Safety, Health and Environment (SHE) management is a non-negotiable
priority at Plethico. Safety and Health of our people is of paramount
concern and so is minimization of environmental impact of our industry.
Our vision is to be a zero-injury organization. Effective
implementation of the safety and environmental standards is supported
by your company's occupational safety program based on the behavioral
safety management techniques. The company continued to focus on
behavioral safety aspects of employees and visitors along with
continual improvements in engineering controls and safety management
systems.
Your company has been focusing on improving environmental performance
and has drawn up an ambitious plan to reduce the environmental aspects
of operations including reduction in the energy costs.
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given pursuant to Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto in Annexure and forms part of this report.
Employee Particulars
Statement of particulars of employees as required under Section 217(2A)
of the Companies Act, 1956 ("Act") and Rules framed there under forms
part of this Report. However, in terms of the provisions of Section
219(1) (b) (iv) of the Act, this Report and Accounts are being sent to
all the shareholders excluding the Statement of particulars of
employees under Section 217(2A) of the Act. Any shareholder interested
in obtaining a copy of the statement may write to the Company Secretary
at the Administrative Office of the Company.
Listing of Shares
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited,
Mumbai. The annual listing fees for the year 2012-2013 have been paid
to these Exchanges.
Website
The Company has a well designated and updated website www.plethico.com
containing information about the Company's products, manufacturing
facilities, area of specialization, performance overview etc. The
details with respect to new product developed, new market explored,
company's upcoming plans etc. have also been put on the website. The
parties associated with the organization are welcome to visit the
website to keep themselves updated on the Company.
Corporate Social Responsibilities (CSR)
The company continued to involve itself in social welfare activities,
both through charity and social investment issues like education,
health, nutrition and over the years serious efforts have been directed
towards making a meaningful contribution to uplifting and transforming
the lives of the underprivileged. The Company is contributing to
sustainable development by its economic activities combined with the
fulfillment of its social responsibilities relating to the health,
safety and environment aspects. The Company took a conscious decision
to contribute towards its belief that "If you educate a boy, you are
educating a person and If you are educating a girl, you are educating a
familyÃ
" Towards this end, the "Shri Hari Charitable Trust" was setup
to serve society at large by providing totally free education to the
poor and needy girls of the rural areas.
Your company is alive to the challenges and remains firm in its believe
that it is possible to 'do good while doing well' and that running a
successful business and creating positive social impact are not
separate objectives.
Acknowledgment
Your Directors place on record their sincere appreciation for
significant contribution made by the employees through their
dedication, hard work and commitment and the trust reposed on us by the
medical fraternity and the patients.
We also acknowledge the support and wise counsel extended to us by the
analysts, bankers, government agencies, shareholders and investors at
large. We look forward to have the same support in our endeavor to help
people lead healthier lives.
On behalf of the Board of Directors
Shashikant Patel
Chairman and Managing Director
Indore, Tuesday, 15th May, 2012
Dec 31, 2010
Dear Members
The Directors are pleased to present this the Eighteenth Annual Report
of the Company together with the audited Accounts for the year ended
31st December, 2010 . The working results of the Company for the year
ended 31st December, 2010 vis-ÃÂ -vis those of the previous year are
summarized below:
(Rs. in Millions)
Consolidated Standalone
Particulars
Current year
ended Previous year
ended Current year
ended Previous year
ended
31st December,
2010 31st December,
2009 31st December,
2010 31st
December,
2009
Sales 15351.95 12510.72 4499.08 4735.44
Other Income (159.19) (25.49) (166.8) (40.58)
Sales and Other
Income 15192.76 12485.23 4332.28 4694.86
Total Expenditure
excluding Interest, 12048.38 10059.10 3307.05 3414.81
depreciation,
amortization & tax
Profit before
Interest,
Depreciation, 3144.38 2426.13 1025.23 1280.05
Amortization & Tax
Interest (Net) 305.46 300.58 293.05 288.15
Depreciation and
Amortization 283.6 185.53 93.76 81.14
Profit Before
Taxation 2555.32 1940.02 638.42 910.76
Provision for Taxation 248.22 (65.72) 196.25 3.82
Profit After Tax 2307.10 2005.74 442.17 906.94
Extra ordinary Income
/ (Expenses) 136.88 163.50 136.88 163.50
Profit bought forward 4480.41 2660.49 2756.58 2035.46
Profit available for
appropriation 6924.39 4829.73 3335.63 3105.90
Appropriations
Proposed Dividend 85.17 85.17 85.17 85.17
Tax on Distributed
Profit 13.82 14.15 13.82 14.15
Transfer to
General Reserve 250.00 250.00 250.00 250.00
Surplus carried forward 6575.40 4480.41 2986.64 2756.58
Overview
The company's performance on consolidated basis registered significant
growth both in terms of top and bottom line. During the year under
review, the turnover has grown up by 23% to Rs.15351.95 mn. whilst
profit before tax has increased by 32% to Rs.2555.32 mn. Earning per
share has grown up to Rs. 67.72 per share. On standalone basis, there
is a dip in the Turnover and profitability. This happened because of
strategic shifting of some profitable business during the year to
subsidiaries abroad resulting in remarkable growth in consolidated
performance.
This year was a landmark year for the company, adding new dimensions to
the business. The company outperformed globally and registered
significant growth amidst extra ordinary challenges of high volatility
in raw material prices and currency exchange rates that hit company's
performance largely. The Income Tax Department also conducted search &
seizure operations on the company and it's directors/key executives
during September, 2010 that also effected working of the company to a
large extent. The company, however fully co-oprated to the department
and produced required information and documents. As per extant
provision of Income Ta x Act, 19 61, the company would be subject to
reassessment and might be required to provide substantial amount
towards past tax liability that may have severe impact on it's
profitability. The company, even though faced all such odds, but some
how maintained confidence of its employees, customers, bankers and
financial institutions that gave a very strong boost up and
encouragement to the company and it's management to out perform on
different fronts. Along the way, we received accolades for our work
from within the country an internationally. We are proud to say that
company's Kandla SEZ Unit has been awarded highest export award for the
year 2009-10. Today, company has transformed business globally to
leverage Plethico's financial and technical skills, open new vistas for
the enterprise and the energetic talent and to create new values
worldwide. And during this process, Plethico has nurtured relationship
across the entire range of customers, business partners,
techno-economic consultants, stakeholders, which helps the company to
understand pertinent issues, develop business, enhance shareholders
values and manage risks better. It is the relationship and trust that
make the Plethico more robust, resilient and sustainable
Dividend
Your Directors are pleased to recommend a dividend of 25% (i.e. Rs.
2.50 per share) for the year ended 31st December, 2 010 aggregating to
Rs.85.17 Million. The dividend payout will result in a total outflow of
Rs.98.99 Million (including Rs. 13.82 Million towards tax on
distributed profits).
The dividend payout for the year under review has been ascertained in
accordance with the Company's policy to pay sustainable dividend,
keeping in view the Company's need of capital to fund its growth plans
through internal accruals to the maximum extent.
MHRA & TGA Approval
Up-gradation of facilities as per International standards is a
continuous process in Plethico. Last year company upgraded facilities
to get UK MHRA approval and facilities were approved in the first
attempt itself. Now the tablet and capsule divisions of company's
Kalaria (Indore) Unit has received the approval for GMP clearance the
Therapeutic Goods Administration, Department of Health and Ageing,
Australia. This approval will open new avenues for the company to
expand its business and market its premium brands in the regulated
market of Australia.
Extension of Annual General meeting
Your Board of Directors in their meeting held on June 03, 2 011 had
given their consent to file application with the Registrar of
Companies, Madhya Pradesh & Chhatisgarh for seeking extension of time
for convening 18th Annual General Meeting of the Company for the
financial year 2010.
The Registrar of Companies, Madhya Pradesh & Chhatisgarh, vide their
letter dated June 06, 2 011 had granted extension of 3 (Three) months
time for holding the Annual General Meeting (i.e. 18th AGM) for the
financial year ended on December 31, 2010. The Company had intimated to
the Stock Exchanges in this regard vide its letter dated June 7, 2 011.
Management Discussions and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is annexed and forms part of this Report.
Subsidiary and other Business Alliances
The company has adopted a completely different path of acquisition and
buyouts to carve a unique niche in highly growth-ended regulated and
semi regulated markets worldwide. The recent acquisitions enabled the
company to ride on new opportunities that would have taken years to
start from scratch. Such acquisitions have begun yielding benefits in
different ways that go beyond size and scale. Currently company has two
Wholly Owned Subsidiaries namely Plethico Global Holdings B.V.,
Netherlands (PGH) and Plethico International Limited, UAE (PIL). The
PGH is also having subsidiaries and step-down subsidiaries in many
countries that had given added advantage of rapid scaling-up,
broad-ended customer base and global footprint. PIL has setup an ultra
modern medicated lozenges and solid doses formulation unit in UAE.
Apart from subsidiaries and step-down subsidiaries, the Rezlov Group of
Companies in which company currently hold 45% equity stake, also
contributed significantly in the growth of the organization. Tricon, a
Dubai based retail pharmacy chain in which company holds 20% stake also
strengthened Company's clench in pharmaceutical and nutraceutical
markets of the CIS. The tax-efficient structure of subsidiaries,
step-down subsidiaries and business alliances created by the company
worldwide has given a strong foothold to the company across the globe.
Consolidated Financial Statements
As stipulated in the listing agreement with the stock exchanges, the
consolidated financial statements have been prepared by the company in
connection with its subsidiaries in accordance with the relevant
accounting standards issued by the Institute of Chartered Accountants
of India. The audited consolidated financial statements together with
auditor's report thereon form part of annual report. The Auditors'
Report to the shareholders does not contain any qualification.
Company's all the subsidiary companies are non-material, non-listed
companies as defined under clause 49 of the Listing Agreement with the
Stock Exchanges. A statement pursuant to section 212 of the Companies
Act, 1956, relating to subsidiary companies is attached to the
accounts. In terms of the approval granted by the Central Government
vide letter No. 47/179/2011ÃCLÃIII dated April 28, 2 011 under Section
212(8) of the Companies Act, 1956, the audited accounts and Reports of
Board of Directors and Auditors of the Company's subsidiaries have not
been annexed to this Annual Report. The consolidated financial
statements prepared in accordance with Accounting Standard à 21 issued
by the Institute of Chartered Accountants of India presented in this
Annual Report include the financial information of the subsidiary
companies.
Research & Development and Technology
Your Company has a long-standing culture and history of delivering high
consumer business value through superior technology for its brands.
Research and Development (R&D) has always been considered crucial for
the sustained growth of the Company. This sustained high performance
has helped in building a strong foundation for our business and also
differentiated our brands strongly. The technology drive in your
company is a journey that began with the great vision of Shri Bhaskar
Patel, the former Chairman and Managing Director of the Company. The
strong research foundation laid by him and its expansion over the years
have enabled to produce a steadily accelerating stream of high-value
deliveries to the customers.
The global challenges for the Indian pharma industry at large have
increased several folds in the face of the transition from process to
product patent regime in India from 2005, Your Company has stepped-up
investments in R&D to keep pace with the changing domestic and global
scenario. High quality R&D has been pursued to innovate in the area of
nutraceuticals and herbals. After exploring our country's vast
traditional knowledge base, the best sustainable offering are
identified and refined to provide specific performance benefit to
consumer in the area of personal healthcare. R&D in food and dietary
supplements continues to be focused on providing dietary options with
the combination of superior aroma and tests, with specific enhancement
in health and nutritional benefits to the consumers at large.
Human Resources
Your company believes that today a major HR challenge for any
organization is capability building aligned to business strategy
meeting the challenges posed by the changing business scenario. The
company continued to enhance capability by realigning leadership
competency frameworks to new business realities and the company's
future roadmap. The company implemented various measures to build a
strong, adaptive and matured corporate structure, which is flexible,
responsive and cohesive. Development workshops were organized to
improve the overall competency level of employees with an objective to
improve the operational performance of individuals keeping in view
stringent quality norms of different regulatory authorities. The
employee training and development function was aligned to add greater
thrust on building required competencies for meeting the new emerging
business challenges. Based on feedback from employees, key initiatives
like benchmarking and revising of performance management system, reward
and recognition process and measurement of training effectiveness were
undertaken. The involvement of employees at all levels has been
achieved through continued promotion of TQM activities across the
organization with the involvement of top management team.
The overall employee relationship and working environment was healthy,
cordial and harmonious across various locations.
Directors
Mr. Shashikant Patel and Mrs. Gauravi Parikh, Directors of the company
retire by rotation, as per Article 111 of the Articles of Association
of the Company. Being eligible, they have offered themselves for
re-appointment. Further details about Directors are given in the
Corporate Governance Report as well as in the Notice of the ensuing
Annual General Meeting being sent to the shareholders along with Annual
Report. The Board of Directors recommends their re-appointment.
Auditors
M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai, the Statutory
Auditors of the Company will retire at the ensuing Annual General
Meeting and are eligible for re-appointment. M/s. N. P. Gandhi & Co.
has confirmed that their re-appointment, if made shall be within the
limits of Section 224 (1B) of the Companies Act, 1956. The Board
recommends their re-appointment as Auditors and to fix their
remuneration.
M/s Vijay P. Joshi & Co., Cost Accountants, have been appointed as the
Cost Auditors of the Company for the ensuing year 2011.
Auditors' Report
The report of the auditors of the Company and notes to the accounts are
self- explanatory and therefore do not call for any further comments
and may be treated as adequate compliance of section 217(3) of the
Companies Act, 1956.
Fixed Deposits
The Company did not invite or accept any deposit from the public during
the year under review within the meaning of Section 58A and the rules
made there under. There are no unpaid or unclaimed deposits with the
Company.
Directors' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Director's responsibility statement in relation of the
financial statement for the year ended on 31st December 2 010 is
furnished herein below. Your Directors state and confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st December 2 010 and of the profit
or loss of the company for the year ended on that date.
iii) that 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;
iv) that the directors had prepared the financial statement and annual
accounts on a going concern basis.
Corporate Governance
Your company has been practicing the principal of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity. Yours directors adhere to the stipulation
set out in the listing agreement to the Stock Exchanges. As required by
Clause 49VI of the Listing Agreement, a detailed report on the
Corporate Governance forms part of this Report. The Auditors'
Certificate on compliance with Corporate Governance requirements by the
Company is attached to the Corporate Governance Report.
In terms of sub clause V of Clause 49 of the listing agreement,
certificate of the CEO and CFO inter alia confirming the correctness of
the financial statements, adequacy of the internal control measures and
reporting of matters to the audit committee in terms of the said
clause, is also enclosed as a part of the report.
Safety, Health and Environment (SHE) and Energy Conservation
Safety, Health and Environment (SHE) management is a non-negotiable
priority at Plethico. Safety and Health of our people is of paramount
concern and so is minimization of environmental impact of our industry.
Our vision is to be a zero-injury organization. Effective
implementation of the safety and environmental standards is supported
by your company's occupational safety program based on the behavioral
safety management techniques. The company continued to focus on
behavioral safety aspects of employees and visitors along with
continual improvements in engineering controls and safety management
systems.
Your company has been focusing on improving environmental performance
and has drawn up an ambitious plan to reduce the environmental aspects
of operations including reduction in the energy costs.
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given pursuant to Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto in Annexure and forms part of this report.
Employee Particulars
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
as amended.
Listing of Shares
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited,
Mumbai. The annual listing fees for the year 2 011-2012 have been paid
to these Exchanges.
Website
The Company has a well designated and updated website www.plethico.com
containing information about the Company's products, manufacturing
facilities, area of specialization, performance overview etc. The
details with respect to new product developed, new market explored,
company's upcoming plans etc. have also been put on the website. The
parties associated with the organization are welcome to visit the
website to keep them selves updated on the Company.
Corporate Social Responsibilities (CSR)
The company continued to involve itself in social welfare activities,
both through charity and social investment issues like education,
health, nutrition and over the years serious efforts have been directed
towards making a meaningful contribution to uplifting and transforming
the lives of the underprivileged. The Company is contributing to
sustainable development by its economic activities combined with the
fulfillment of its social responsibilities relating to the health,
safety and environment aspects. The Company took a conscious decision
to contribute towards its belief that "If you educate a boy, you are
educating a person and If you are educating a girl, you are educating a
familyÃ
" Towards this end, the "Shri Hari Charitable Trust" was setup
to serve society at large by providing totally free education to the
poor and needy girls of the rural areas.
Your company is alive to the challenges and remains firm in its believe
that it is possible to 'do good while doing well' and that running a
successful business and creating positive social impact are not
separate objectives.
Acknowledgement
Your Directors place on record their sincere appreciation for
significant contribution made by the employees through their
dedication, hard work and commitment and the trust reposed on us by the
medical fraternity and the patients.
We also acknowledge the support and wise counsel extended to us by the
analysts, bankers, government agencies, shareholders and investors at
large. We look forward to have the same support in our endeavor to
help people lead healthier lives.
On behalf of the Board of Directors
For Plethico Pharmaceuticals Limited
Shashikant Patel
Chairman cum Managing Director
Registered Office :
A.B. Road, Manglia, Indore à 453771 (M.P.)
Indore, Friday, 12th August, 2011
Dec 31, 2009
The Directors have pleasure in presenting the 17th Annual Report of
the company along with Audited Accounts for the year ended 31 st
December, 2009.
Financial Results
The highlights of thefinancial resultsfortheyear ended 31 st December
2009 are as follows:
Rs. in Million
Consolidated Standalone
Current
year Previous
year Current
year Previous
year
Particulars ended 31st ended 31st ended 31st ended 31st
December, December, December, December,
2009 2008 2009 2008
Sales 12510.72 9039.71 4735.44 4740.79
Other Income (25.49) 836.17 (40.58) 665.02
Sales and Other Income 12485.23 9875.88 4694.86 5405.81
Total Expenditure
excluding, Interest, 10059.10 7741.41 3414.81 3826.41
depreciation,
amortization & tax
Profit before Interest,
Depreciation, 2426.13 2134.47 1280.05 1579.40
Amortization & Tax
Interest (Net) 300.58 186.15 288.15 167.40
Depreciation and
Amortization 185.53 174.65 81.14 92.64
Profit Before Taxation 1940.02 1773.67 910.76 1319.36
Provision for Taxation (65.72) (142.40) 3.82 28.32
Profit After Tax 2005.74 1916.07 906.94 1291.04
Extra ordinary Income/
(Expenses) 163.50 (682.50) 163.50 (682.50)
Profit bought forward 2660.49 1776.56 2035.46 1776.56
Profit available for
appropriation 4829.73 3010.13 3105.90 2385.10
Appropriations
Proposed Dividend 85.17 85.17 85.17 85.17
Tax on Distributed Profit 14.15 14.47 14.15 14.47
Transfer to General Reserve 250.00 250.00 250.00 250.00
Surplus carried forward 4480.41 2660.49 2756.58 2035.46
Overview
The companys performance on consolidated basis registered significant
growth both in terms of top and bottom line. During the year under
review, the turnover has grown up by 38% to Rs.12510 mn. whilst profit
before tax has increased by 9% to Rs.1940.02 mn. Earning per share has
grown up to Rs.58.88 per share. On standalone basis, there was
significant dip in the profitability whilst turnover remained almost at
the similar level. This happened because of strategic shifting of some
profitable business during the year to subsidiaries abroad resulting in
remarkable growth in consolidated performance.
This year was a landmark year for the company, adding new dimensions to
the business. 2009 has witnessed newer heights and has left behind many
a past record.The company outperformed globally and registered
significant growth amidst extra ordinary challenges of high volatility
in raw material prices and currency exchange rates that hit companys
performance largely.
Our aim through the year was to provide world-class healthcare services
to all the customers throughout the world
while increasing both our customer base and ability to provide
blockbuster products at affordable prices to this growing
customer base. Along the way, we received accolades for our work from
within the country an internationally. We are
proud to say that companys Kandla SEZ Unit has been awarded highest
export award for the year 2008-09.
Today, company has transformed business globally to leverage Plethicos
financial and technical skills, open new vistas
for the enterprise and the energetic talent and to create new values
worldwide. And during this process, Plethico has
nurtured relationship across the entire range of customers, business
partners, techno-economic consultants,
stakeholders, which helps the company to understand pertinent issues,
develop business, enhance shareholders values
and manage risks better. It is the relationship and trust that make the
Plethico more robust, resilient and sustainable
Dividend
Your Directors are pleased to recommend a dividend of 25% (i.e. Rs.
2.50 per share) for the year ended 31st December, 2009 aggregating to
Rs.85.17 Million. The dividend payout will result in a total outflow of
Rs.99.32 Million (including Rs. 14.15 Million towards tax on
distributed profits).
The dividend payout for the year under review has been ascertained in
accordance with the Companys policy to pay sustainable dividend,
keeping in view the Companys need of capital to fund its growth plans
through internal accruals tothe maximum extent. MHRA Approval
Up-gradation of facilities is a continuous process in Plethico. The
tablet and capsule divisions of companys Kalaria (Indore) Unit had
been upgraded to comply with the stringent norms of UKMHRA. And we are
proud to say that facility of Kalaria (Indore) Unit comprising of
tablet and capsule manufacturing, packing and quality control
facilities have got approval from the Medicine and Healthcare Products
a Regulatory Agency of UK for a period of 3 years. It is important to
note that company got this approval in the very first stroke. This
approval will open new avenues for the company to expand its business
and market its premium brands in the regulated market of Europe. The
company is planning to get UKMHRA approval also for its sterilized
small volume liquid injectable division, which has already been
upgraded and ready for inspection.
Management Discussions and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is annexed and forms part of this Report.
Subsidiary and other Business Alliances
The company has adopted a completely different path of acquisition and
buyouts to carve a unique niche in highly growth-ended regulated and
semi regulated markets worldwide. The recent acquisitions enabled the
company to ride on new opportunities that would have taken years to
start from scratch. Such acquisitions have begun yielding benefits in
different ways that go beyond size and scale.
Currently company has two Wholly Owned Subsidiaries namely Plethico
Global Holdings B.V., Netherlands (PGH) and
Plethico International Limited, UAE (PIL). The PGH is also having
subsidiaries and step-down subsidiaries in many
countries, that had given added advantage of rapid scaling-up,
broad-ended customer base and global footprint. PIL is
seeting up an ultra modern medicated lozenges and solid doses
formulation unit in UAE which is at advanced stage of
implementation.
Apart from subsidiaries and step-down subsidiaries, the Rezlov Group of
Companies in which company currently hold
45% equity stake, also contributed significantly in the growth of the
organization. Tricon, a Dubai based retail pharmacy
chain in which company holds 20% stake also strengthened Companys
clench in pharmaceutical and nutraceutical
markets of the CIS.
The tax-efficient structure of subsidiaries, step-down subsidiaries and
business alliances created by the company
worldwide has given a strong foothold to the company across the globe.
Consolidated Financial Statements
As stipulated in the listing agreement with the stock exchanges, the
consolidated financial statements have been prepared by the company in
connection with its subsidiaries in accordance with the relevant
accounting standards issued by the Institute of Chartered Accountants
of India. The audited consolidated financial statements together with
auditors report thereon form part of annual report. The Auditors
Report to the shareholders does not contain any qualification.
Companys all the subsidiary companies are non-material, non-listed
companies as defined under clause 49 of the Listing Agreement with the
Stock Exchanges.
Company has sought approval from the Ministry of Company Affairs,
Government of India, New Delhi under section 212 (8) of the Companies
Act, 1956, in view of the same the audited statements of accounts and
the auditors report thereon for the year ended 31 st December, 2009
along with the reports of the Board of Directors of the companys
subsidiaries have not been annexed. The company will make available
these documents upon request by any member of the company interested in
obtaining the same.
Research & Development and Technology
Your Company has a long-standing culture and history of delivering high
consumer business value through superior technology for its brands.
Research and Development (R&D) has always been considered crucial for
the sustained growth of the Company. This sustained high performance
has helped in building a strong foundation for our business and also
differentiated our brands strongly. The technology drive in your
company is a journey that began with the great vision of Shri Bhaskar
Patel, the former Chairman and Managing Director of the Company. The
strong research foundation laid by him and its expansion over the years
have enabled to produce a steadily accelerating stream of high- value
deliveries to the customers.
The global challenges for the Indian pharma industry at large have
increased several folds in the face of the transition from process to
product patent regime in India from 2005, Your Company has stepped-up
investments in R&D to keep pace with the changing domestic and global
scenario. High quality R&D has been pursued to innovate in the area of
nutraceuticals and herbals. After exploring our countrys vast
traditional knowledge base, the best sustainable offering are
identified and refined to provide specific performance benefit to
consumer in the area of personal healthcare. R&D in food and dietary
supplements continues to be focused on providing dietary options with
the combination of superior aroma and tests, with specific enhancement
in health and nutritional benefits to the consumers at large.
Human Resources
Your company believes that today a major HR challenge for any
organization is capability building aligned to business
strategy meeting the challenges posed by the changing business
scenario. The company continued to enhance
capability by realigning leadership competency frameworks to new
business realities and the companys future
roadmap.
The company implemented various measures to build a strong, adaptive
and matured corporate structure, which is flexible, responsive and
cohesive. Development workshops were organized to improve the overall
competency level of employees with an objective to improve the
operational performance of individuals keeping in view stringent
quality norms of different regulatory authorities.The employee training
and development function was aligned to add greater thrust on building
required competencies for meeting the new emerging business challenges.
Based on feedbackfrom employees, key initiatives like benchmarking and
revising of performance management system, reward and recognition
process and measurement of training effectiveness were undertaken.
The involvement of employees at all levels has been achieved through
continued promotion of TQM activities across the
organization with the involvement of top management team.
The overall employee relationship and working environment was healthy,
cordial and harmonious across various
locations.
Directors
Mr. Chirag Patel and Mr. Abhay Suhane, Directors of the company retire
by rotation, as per Article 111 of the Articles of
Association of the Company. Being eligible, they have offered
themselves for re-appointment. Further details about Directors are
given in the Corporate Governance Report as well as in the Notice of
the ensuing Annual General Meeting being sent to the shareholders along
with Annual Report.The Board of Directors recommends their
re-appointment.
Company Secretary and Compliance Officer
During the period under review, Mr. Amrish Kumar Chourasia (a qualified
member of the Institute of Company Secretaries of India) has been
appointed as Company Secretary and Compliance Officer of the company in
place of Mr. Ashok Mishra, who has resigned from the post of Company
Secretary.
Auditors
M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai, the Statutory
Auditors of the Company will retire at the ensuing Annual General
Meeting and are eligible for re-appointment. M/s. N. P. Gandhi & Co.
has confirmed that their re- appointment, if made shall be within the
limits of Section 224 (1B) of the Companies Act, 1956.The Board
recommends their re-appointment as Auditors and to fix their
remuneration.
M/s Vijay P. Joshi& Co., Cost Accountants, have been appointed as the
Cost Auditors of the Company for the ensuing year 2010.
AuditorsReport
The report of the auditors of the Company and notes to the accounts are
self-explanatory and therefore do not call for any further comments and
may be treated as adequate compliance of section 217(3) of the
Companies Act, 1956.
Fixed Deposits
Your Company has not accepted any fixed deposits under Section 58A of
the Companies Act, 1956 and hence no amount of principal or interest
was outstanding as of the Balance Sheet date.
DirectorsResponsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors responsibility statement in relation of the
financial statement for the year ended on 31 st December 2009 is
furnished herein below. Your Directors state and confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st December 2009 and of the profit
or loss of the company for the year ended on that date.
iii) that 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; iv) that
the directors had prepared the financial statement and annual accounts
on a going concern basis. Corporate Governance
Your company has been practicing the principal of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity. Yours directors adhere to the stipulation
set out in the listing agreement to the Stock Exchanges. As required by
Clause 49VI of the Listing Agreement, a detailed report on the
Corporate Governance forms part of this Report. The Auditors
Certificate on compliance with Corporate Governance requirements by the
Company is attached to the Corporate Governance Report.
In terms of sub clause V of Clause 49 of the listing agreement,
certificate of the CEO and CFO inter alia confirming the correctness of
the financial statements, adequacy of the internal control measures and
reporting of matters to the audit committee in terms of the said
clause, is also enclosed as a part of the report.
Safety, Health and Environment (SHE) and Energy Conservation
Safety, Health and Environment (SHE) management is a non-negotiable
priority at Plethico. Safety and Health of our
people is of paramount concern and so is minimization of environmental
impact of our industry. Our vision is to be a zero-injury organization.
Effective implementation of the safety and environmental standards is
supported by your companys occupational safety program based on the
behavioral safety management techniques. The company continued to focus
on behavioral safety aspects of employees and visitors along with
continual improvements in engineering controls and safety management
systems.
Your company has been focusing on improving environmental performance
and has drawn up an ambitious plan to reduce the environmental aspects
of operations including reduction in the energy costs.
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given pursuant to Section
217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 is
annexed hereto in Annexure-I and forms part of this report. Employee
Particulars
Particulars of employees as required under section 217(2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975 as amended forms part of this report as Annexure-ll. None of the
employees listed in the said Annexure is related to any Director of the
Company.
Listing of Shares
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited,
Mumbai.The annual listing fees for the year 2010-2011 have been paid to
these Exchanges. Website
The Company has a well designated and updated website www.plethico.com
containing information about the Companys products, manufacturing
facilities, area of specialization, performance overview etc.The
details with respect to new product developed, new market explored,
companys upcoming plans etc. have also been put on the website. The
parties associated with the organization are welcome to visit the
website to keep them selves updated on the Company.
Corporate Social Responsibilities (CSR)
The company continued to involve itself in social welfare activities,
both through charity and social investment issues like education,
health, nutrition and over the years serious efforts have been directed
towards making a meaningful contribution to uplifting and transforming
the lives of the underprivileged.The Company is contributing to
sustainable development by its economic activities combined with the
fulfillment of its social responsibilities relating to the health,
safety and environment aspects. The Company took a conscious decision
to contribute towards its belief that "If you educate a boy, you are
educating a person and If you are educating a girl, you are educating a
family.. ."Towards this end, the "Shri Hari CharitableTrust" was setup
to serve society at large by providing totally free education to the
poor and needy girls of the rural areas.
Your company is alive to the challenges and remains firm in its believe
that it is possible to do good while doing we//and that running a
successful business and creating positive social impact are not
separate objectives.
Acknowledgement
Your Directors place on record their sincere appreciation for
significant contribution made by the employees through their
dedication, hard work and commitment and the trust reposed on us by the
medical fraternity and the patients. We also acknowledge the support
and wise counsel extended to us by the analysts, bankers, government
agencies, shareholders and investors at large. We look forward to have
the same support in our endeavor to help people lead healthier lives.
Registered Office:
A.B.Road,Manglia On behalf of the Board of Directors
For Plethico Pharmaceuticals Limited
(lndore)453 771 (M.P.)
Indore Shashikant Patel
June 2,2010 Chairman and Managing Director
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