Your Directors have pleasure in presenting their report on the business operations andaccounts of the Company for the Year ended 31st March 2015 along with 36thAnnual Report.
FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY
| || || |
Rs. in Crore
| ||Standalone ||Consolidated |
|Year ended 31st March ||2015 ||2014 ||Growth ||2015 ||2014 ||Growth |
|Total Income ||1389.90 ||1127.64 ||23% ||1497.36 ||1222.05 ||23% |
|EBITDA ||472.56 ||346.04 ||37% ||505.23 ||368.75 ||37% |
|Profit before Tax ||451.83 ||313.06 ||44% ||464.47 ||329.85 ||41% |
|Profit after Tax ||306.37 ||220.86 ||39% ||309.86 ||233.88 ||32% |
|Earnings Per Share (EPS) ||34.84 ||25.13 ||- ||35.24 ||26.62 ||- |
The Company proposes to transfer an amount of Rs. 160 Crore to the General Reserve. Anamount of Rs. 119.40 Crore is proposed to be retained in the statement of Profit and loss.
Your Directors are pleased to recommend a dividend of Rs. 6/- per equity share on theface-value of Rs. 2/- each for the year ended 31st March 2015.
Company posted remarkable performance during the year under review. Consolidated salesscaled up by 23%
Profit over the previous year. before interest depreciation and tax (EBITDA) went upby 37% whereas Profit after tax was higher by 32% over the previous year. Export salescontributed 66% of the revenue and domestic accounted for the rest. For the last 5 yearsthe Company has consistently posted healthy performance with its consolidated revenueshowing a CAGR of 31% and net profit of 57%.
The Company continues to operate only in one segment i.e pharmaceuticals and there isno change in the nature of business of the Company.
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate of this report.
No significant or material orders passed or have been passed against the Company by theregulators courts or tribunals which impacts the going concern status andCompanys operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Management Discussion and Analysis forms part of this annual report whichis given elsewhere in the Report.
During the year 26700 shares were issued and listed under ESOS 2011. Further theCompany sub-divided face value of its equity shares from Rs. 5/- to Rs. 2/- per shareafter taking approval of the members. Consequent thereto total paid up equity sharecapital of the Company as on 31st March 2015 stands at Rs. 17.58 Crore dividedinto 87943500 shares of Rs. 2/- each.
EMPLOYEES STOCK OPTION SCHEME
Particulars of Employee Stock Options under ESOS 2011 are given in "AnnexureA" to this report.
Your Companys bank facilities have been rated by Credit Analysis and ResearchLimited (CARE) during September 2014. The Company has received the highest rating A+ (Aplus) for its short term facilities as per which Instruments with this rating areconsidered to have very strong degree of safety regarding timely payment of financialobligations.
Such instruments carry lowest credit risk. For the long term borrowings the Companyhas received AA- (Double A minus) which indicates high degree of safety regarding timelyservicing of financial obligations. Such instruments carry very low credit risk.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES
a. Your Company has six subsidiaries overseas including one step down subsidiaryand has one Joint Venture (JV) company. Financials of subsidiaries are disclosed in theconsolidated financial statements which forms part of this Annual Report. The Companydoes not have significant influence on its JV in Turkmenistan namely Turkmenderman AjantaPharma Limited (TDAPL) as day-to-day management is controlled by the JV partner and the JVoperates under severe restriction that significantly impairs its ability to transfer thefunds to the Company. The Company is therefore looking for divestment of this JV and assuch JVs accounts are not consolidated.
Statement containing salient features of financial statements of subsidiaries pursuantto section 129 of the Companies Act 2013 (Act) read with Rule 5 of theCompanies (Accounts) Rules2014 is annexed to this Report as "Annexure B" in theprescribed Form AOC-I.
The Financial statements of the subsidiary companies are kept for inspection by theshareholders at the registered office of the Company.
The Company has laid down policy on Material subsidiary and the same is placed on thewebsite of the Company at www.ajantapharma.com (www.ajantapharma.com/financials/Investor_Articles/ Policy%20on%20Material%20Subsidiaries.pdf).None of the subsidiaries are material subsidiary as per the Policy.
a. Appointment of Mr. Prabhakar Dalal and Dr. Anjana Grewal as IndependentDirectors was confirmed by the members at the Annual General Meeting held on 5thAugust 2014. Apart from this there were no changes in the directors or Key ManagerialPersonnel during the year.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Clause 49 of the ListingAgreement.
Mr. Rajesh M. Agrawal retires by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment.
Mr. Madhusudan B. Agrawal was appointed as Whole time Director of the Company for fiveyears w.e.f. 1st April 2010. The Board has on the recommendation of theNomination and Remuneration Committee reappointed him as Vice Chairman and ExecutiveDirector for another term of 5 years w.e.f. 1st April 2015 on the termsand condition including remuneration set out in the Agreement and subject to approval ofmembers.
The Board recommends re-appointment of Mr. Rajesh M. Agrawal and Mr. MadhusudanB. Agrawal at the ensuing Annual General Meeting. Based on disclosures provided by themnone of them are disqualified from being appointed as Directors as per section 164 of theCompanies Act 2013.
b. Board meetings
During the year five Board meetings were held with gap between Meetings not exceedingthe period prescribed under the Act. Details of Board and Board committee meetings heldduring the year are given in the Corporate Governance Report.
Board meeting dates are finalised in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions. A detailed presentation is also made to apprise the Board of importantdevelopments in industry segments business operations marketing products etc.
c. Independent Directors familiarisation Programme
As per requirements under the Listing Agreement the Company undertook directorsfamiliarisation programme for Independent Directors in order to familiarise them withbusiness model management structure product portfolio Industry overview manufacturingoperations internal control system and processes FOREX management risk managementframework functioning of various divisions HR Management CSR activities etc. Details ofsuch familiarisation programme is placed on the Companys website atwww.ajantapharma.com (www. ajantapharma.com/financials/Investor_Articles/ FPFID.pdf).
d. Evaluation of Board Committees and Directors
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement the Boardhad carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board. Themanner in which the evaluation has been carried out has been detailed in the CorporateGovernance Report.
e. Policy on appointment and remuneration of Directors
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director as also a Policy for remuneration of Directors Key managerial Personnel andsenior management. The details of criteria laid down and the Remuneration Policy are givenin the Corporate Governance Report.
Your Company is committed to continuously invest in the infrastructure well in advanceto complement its growth plans. It demonstrates the vision and foresight of the managementto anticipate the future requirements and take bold initiatives at the right time. Whenbuilding the facilities and infrastructure Company has been guided with its philosophy ofdoing the best in uncompromising way and giving lot of attention to details. The work onnew Dahej facility is just completed and management has already started work on anothernew facility.
The Dahej facility has been specially constructed for catering to the requirements ofmarkets like USA WHO and Emerging Markets with a total investment of about Rs. 220 Crore.It has world class standard employing latest technology and state of the art machinerycomplying with USFDA / UKMHRA / WHO standards. This new facility has capacities tomanufacture annually 1740 Million Tablets 216 Million Capsules and 150Million Powder sachets. The facility will start taking validation batches in next fewmonths.
The Company is also expanding its R & D facilities at Mumbai to cater to thegrowing needs. This expansion will take about 2 years and has spent Rs. 70 Crore on thesame during the year.
a. Statutory Auditors
Your Companys statutory auditors M/s. Kapoor & Parekh Associates CharteredAccountants Mumbai retire at the conclusion of ensuing Annual General Meeting. YourCompany has received a letter from them to the effect that their reappointment if madewill be in accordance with the provisions of section 139 & 141 of the Act and areeligible for re-appointment holding peer review certificate Audit Committee and the Boardrecommend their reappointment.
The remarks as contained in the Auditors Report read with Notes forming part ofthe accounts are self-explanatory.
b. Cost Auditors
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Amendment Rules 2014 the cost audit records maintained by the Company in respect of itsBulk Drugs and Formulations activity are required to be audited by cost auditors. TheBoard has on the recommendation of the Audit Committee appointed M/s. Sevekari Khare& Associates Practicing Cost Accountants to audit the cost accounts of the Companyfor the financial year 2015-16 on a remuneration of Rs. 3 lacs subject to ratification bymembers. Accordingly a resolution seeking Members ratification for the remunerationpayable to M/s. Sevekari Khare & Associates Cost Auditors is included at Item No. 7of the Notice convening the Annual General Meeting.
c. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. AlwynDSouza & Company a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure C". There is no qualification reservation or adverse remark in thereport.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.
The Company has appointed M/s. Mahajan & Aibara as Internal Auditors of theCompany. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit Committee. Based on the internal auditreport and review by the Audit committee process owners undertake necessary actions intheir respective areas. The internal. auditors have expressed that the internal controlsystem in the Company is robust and effective.
The Board has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and that such systems are adequate and operatingeffectively.
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Currency fluctuationCompliance Regulatory changes Manufacturing & Supply Litigation InformationTechnology and new capital investments return. The management is however of the view thatnone of the above risks may threaten the existence of the Company as robust Riskmitigation mechanism is put in place to ensure that there is nil or minimum impact on theCompany in case any of these risks materialise.
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. It is posted on the intranet of the Company. The same isreviewed by the Audit Committee from time to time.
RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required.
The Board has formulated Policy on Related Party Transactions and the same is uploadedon the Companys website at www.ajantapharma.com (www.ajantapharma.com/financials/Investor_Articles/Policy%20on%20 Related%20Party%20Transactions.pdf).
None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than sitting fees and commission payable to them.
MANAGERIALREMUNERATIONANDPARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Report.
The above information is not being sent along with this Report to the Members of theCompany as per the provision of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before the 36th Annual GeneralMeeting and upto the date of the Annual General Meeting during the business hours onworking days.
LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Act read with CSR Rules the Companyhas constituted CSR committee and formulated CSR policy. The Policy primarily rests onfour broad categories: Healthcare Education Community Development and Ecology. Duringthe year the Company undertook several initiatives under the CSR program. The details ofCSR policy and CSR activities undertaken during the year are annexed herewith as"Annexure D".
Your Company has not accepted any deposits from the public falling within the purviewof Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in form MGT 9 is annexed herewith as "AnnexureE".
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your
a. that in the preparation of the annual accounts for the year ended 31stMarch 2015 the applicable Accounting Standards had been followed along with properexplanation relating to material departures if any;
b. that the directors had selected accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2015 and of the profit of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual accounts/financial statements have been prepared on a going concernbasis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 of the Act read with the Companies(Accounts) Rules 2014 is given as "Annexure F" and forms part of this report.
Report on Corporate Governance is given elsewhere in this Annual Report. Certificatefrom the Auditors regarding compliance of conditions of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement with Stock Exchanges is also appended to the reporton Corporate Governance.
Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. Various employee benefits recreationaland team building programs are conducted to enhance employee skills motivation as also tofoster team spirit. Company also conducts in-house training programs to develop leadershipas well as technical/functional capabilities in order to meet future talent requirements.Industrial relations were cordial throughout the year.
GRATITUDE & ACKNOWLEDGMENTS
Your Directors place on record their earnest appreciation for the unstinted commitmentdedication hard work and significant contribution made by employees across the globe inensuring sustained growth of the Company. Your Directors also sincerely thanks all thestakeholders medical professionals business partners government other statutorybodies banks financial institutions analysts and shareholders for their continuedassistance co-operation and support.
For and on behalf of the Board of Directors
Mannalal B. Agrawal
Mumbai 8th May 2015
Annexure "A" to Directors Report - Employee Stock Options Scheme
|No. ||Description ||Details/ No. of options |
|a) ||Total Options granted ||140000 on 24th October 2011 & 7500 options on 5th May 2013 (refer note) under ESOS 2011 |
|b) ||The pricing formula ||Exercise price for above options is face value of the shares |
|c) ||Options vested ||142500 |
|d) ||Options exercised ||86500 |
|e) ||Total number of shares arising as result of exercise of options ||86500 |
|f) ||Options lapsed during the year ||None |
|g) ||Variation of terms of options ||- |
|h) ||Money realised by exercise of options ||Rs. 173000 |
|i) ||Total no. of options in force ||61000 under ESOS 2011 |
|j) ||Employee-wise details of options granted to i. Senior Managerial Personnel ||140000 options are granted to senior management employees of the Company and 7500 options are granted to a senior management employee of overseas subsidiary |
| ||ii. Any other employees to whom options granted amounting to 5% or more of the total options granted during the year ||Nil |
| ||iii. Employees to whom options equal to or exceeding 1% of the issued capital have been granted during the year ||Nil |
|k) ||Diluted earnings per share (EPS) pursuant to issue of shares on exercise of options during the year and ESOSs outstanding as on 31.03.2015 calculated in accordance with Accounting Standard (AS) 20 Earning per share ||Rs. 34.80 |
|l) ||Where the company has calculated the employee compensation cost using the intrinsic value of the stock options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company ||Not Applicable |
|m) ||Weighted average exercise prices weighted average fair values of options disclosed separately for options whose exercise price equals to market price exceeds or is less than the market price of the stock ||1. Weighted average exercise price Rs. 2/- per share for all the options. |
| || ||2. Weighted average fair value of 140000 options is Rs. 59.54 per option |
| || ||3. Weighted average fair value of 7500 options is Rs. 298.44 per option |
n) Description of the method and significant assumptions used during the year toestimate the fair values of the options including the following weighted averageinformation :
Fair value calculated by using Black-Scholes option pricing formula
Stock price: The closing price on NSE as on the date of grant has beenconsidered for valuing the options granted
Volatility: The historical volatility of the stock till the date of grant hasbeen considered to calculate the fair value of the options
Risk free rate of return: The risk free interest rate on the date of grantconsidered for the calculation is the interest rate applicable for a maturity equal to theexpected life of the options based on the zero coupon yield curve for GovernmentSecurities
Time to Maturity: Time to Maturity/ Expected Life of option is the period forwhich the Company expects the options to be live. The minimum life of a stock option isthe minimum period before which the options cannot be exercised and the maximum life isthe period after which the options cannot be exercised
Expected dividend yield: Expected dividend yield has been calculated as anaverage of dividend yields for the four financial year preceding the date of the grant
|No. Description ||Details/ No. of options |
|Variables ||Weighted Average Information |
|Plan ||ESOS 2011 |
| ||140000 options ||7500 options |
|Grant date ||24 th October 2011 ||30th April 2013 |
|Last date for acceptance ||31st March 2012 ||7th May 2013 |
|Risk free rate (%) ||8.50% ||8.00% |
|Expected Life (years) ||Between 1 to 3.2 years |
|Volatility (%) ||96% ||57% |
|Dividend yield (%) ||1.73% ||2.51% |
|Price of the underlying share in the market at the time of option grant ||Rs. 64.98 ||Rs. 318.36 |
Note: Consequent to sub-division of face value of equity shares from Rs. 5/- to Rs.2/- number of options granted vested exercised in force and price of underlying sharein the market at the time of grant have been correspondingly adjusted.
Annexure "B" to Directors Report - Form AOC - 1
Statement containing salient features of the financial statement of subsidiaries
| || || || ||Rs. in Lacs |
|Name of the Subsidiary Company ||Ajanta Pharma (Mauritius) Limited (Consolidated) ||Ajanta Pharma Philippines Inc. ||Ajanta Pharma USA Inc. ||Ajanta Pharma Nigeria Ltd. |
|Financial Year ended on ||31-Mar-15 ||31-Mar-15 ||31-Mar-15 ||31-Mar-15 |
|Share Capital ||809.60 ||138.40 ||606.89 ||23.08 |
|Reserves & Surplus ||7769.07 ||2479.37 ||(264.62) ||9.47 |
|Total Liabilities ||97.13 ||2387.54 ||517.88 ||140.30 |
|Total Assets ||8675.80 ||5005.31 ||860.15 ||172.85 |
|Investments ||- ||- ||- ||- |
|Turnover ||18667.16 ||8511.80 ||246.29 ||118.47 |
|Profit before taxation ||2875.16 ||2166.89 ||(267.68) ||11.23 |
|Provision for taxation ||119.41 ||645.06 ||- ||- |
|Profit after taxation ||2755.75 ||1521.83 ||(267.68) ||11.23 |
|Proposed Dividend ||- ||- ||- ||- |
|% of shareholding ||100% ||100% ||100% ||100% |
|Foreign Currency of Subsidiary ||MUR ||PHP ||USD ||NN |
|Rupee Equivalent of 1 Unit of Foreign ||1.70 ||1.40 ||62.50 ||0.32 |
|Currency as at 31st March 2015 || || || || |
1. Ajanta Pharma (Mauritius) Ltd. consolidated figures includes its wholly ownedsubsidiary Ajanta Pharma (Mauritius) Intl Ltd.
2. Details of Ajanta Pharma UK Limited have not been given as it has not startedbusiness operations.
|As per our report of even date attached || || || |
|For Kapoor & Parekh Associates ||For and on behalf of Board of Directors || || |
|Chartered Accountants || || || |
|S. S. Kapoor || ||Mannalal B. Agrawal || |
|Partner || ||Chairman || |
| ||Purushottam B. Agrawal ||Yogesh M. Agrawal ||Arvind Agrawal |
| ||Vice Chairman ||Managing Director ||Chief Financial Officer |
| ||Madhusudan B. Agrawal ||Rajesh M. Agrawal ||Gaurang Shah |
|Mumbai 8th May 2015 ||Vice Chairman ||Joint Managing Director ||Company Secretary |
Annexure "C" to Directors Report - Secretarial Audit Report
Ajanta Pharma Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ajanta Pharma Limited(hereinafter called "the Company").
Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/ statutory compliances and expressing our opinionthereon.
Based on our verification of Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
(vi) Based on the representation made by the management of the Company the Company hasadequate systems and processes commensurate with its size and operations to monitor andensure compliance with specific applicable laws rules regulations and guidelines viz.Drugs and Cosmetics Act 1940 The Pharmacy Act 1948 and Food and Drug Administrationlicensing terms and conditions etc.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India havebeen followed with respect to Board meetings.
(ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchangeand the National Stock Exchange.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above and there are nonon-compliances that have come to our knowledge.
We further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings. Agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
The minutes of the Board meetings have not identified any dissent by members of theBoard hence we have no reason to believe that the decisions by the Board were notapproved by all the directors present.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the Company has sub-divided itsequity shares with the approval by the shareholders of the Company accorded through postalballot / electronic voting on 11th March 2015. Accordingly 35484000 IssuedEquity Shares having a face value of Rs. 5/- each stood sub-divided into 88710000Equity Shares of the face value of Rs. 2/- each.
For Alwyn DSouza & Co.
Alwyn P. DSouza
FCS No. 5559
C P No. 5137
Date: 8th May 2015
Annexure "D" to Directors Report - Report on CSR
1. A brief outline of the Companys Corporate Social Responsibility (CSR) policyincluding overview of projects or programs proposed to be undertaken and a reference tothe web-link to the CSR policy and projects or programs: CSR policy is appended and isalso posted on the website of the Company at www.ajantapharma.com/pdf/CSR_Poilcy.pdf#toolbar=0&navpanes=0
2. Composition of CSR Committee:
Mr. Mannalal B. Agrawal - Chairman
Mr. Chandrakant M. Khetan - Member
Mr. Yogesh M. Agrawal - Member
3. Average net profit of the Company for last three financial years: Rs. 187.18Crore
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): TheCompany is required to spend Rs. 3.74 Crore towards CSR.
5. Details of CSR spent during the financial year:
(a) Total amount to be spent for the financial year: Rs. 3.74 Crore
(b) Amount unspent if any: None
(c) Manner in which the amount spent during the financial year is detailed below:
| || || || || || ||(Rs. Lacs) |
|# ||CSR project / activity ||Sector ||Location - State/Dist. ||Budget ||Actual spent ||Direct/Agency |
| || || || ||FY 15 ||FY 15 || |
|1 ||Eye Care & cataract Surgeries Camps ||Promoting health care including ||Maharashtra ||65.00 ||68.31 ||Direct |
|2 ||Family planning camps ||preventive ||Maharashtra ||10.00 ||1.14 ||Direct |
|3 ||Waiting areas in Govt. hospitals ||health care ||Maharashtra ||25.00 ||24.73 ||Direct |
|4 ||Subsidised food for patients & relatives || ||Maharashtra ||60.00 ||56.36 ||Direct |
|5 ||Hospital charges for needy patients || ||Maharashtra ||- ||8.91 ||Direct |
|6 ||Ambulance || ||Maharashtra ||- ||8.94 ||Bhagini Sanskar Parishad & Shri Ramakrishna Arogya Sansthan |
|7 ||Renovation of Dharamshala for poor patients || ||Maharashtra ||- ||7.00 ||Lions Club |
|8 ||Charitable Hospital Facility upgradation || ||Himachal Pradesh & Maharashtra || ||125.00 ||Mahatma Gandhi Mission Trust Fateh Chand Charitable Trust and Himalayan Institute Hospital Trust |
|9 ||Fees / Other expenses to needy students ||Promoting Education including special ||All India ||35.00 ||31.38 ||Direct & B.J. Trust |
|10 ||School Renovation /Facilities ||education ||Maharashtra ||25.00 ||22.32 ||Direct |
|11 ||Social Educational || ||All India ||25.00 ||23.00 ||Global Vipassana Foundation |
|12 ||Social Educational || ||All India ||25.00 ||11.69 ||Direct |
|13 ||Unallocated || || ||112.00 ||- ||- |
| ||TOTAL || || ||382.00 ||388.79 || |
Note : No overheads are included in the amount spent.
6. The Corporate Social Responsibility Committee of the Company hereby confirms thatthe implementation & monitoring of CSR policy is in compliance with CSR objectives& policy of the Company.
|For Ajanta Pharma Limited ||For and on behalf of the |
| ||Corporate Social Responsibility Committee of Ajanta Pharma Limited |
|Yogesh M. Agrawal ||Mannalal B. Agrawal |
|Managing Director ||Chairman of the Corporate Social Responsibility Committee |
(Approved by the Board of Directors on 5th May 2014)
Corporate Social Responsibility at Ajanta Pharma stems from the ideology of providingsustainable value to the society in which the Company operates. While meeting theinterests of our stakeholders we recognise the importance of contributing towardsdevelopment of the underprivileged sections of the society and are committed to execute itresponsibly. Through our small contribution we aspire to improve the quality of life ofthe weaker sections in the society by making available some basic necessities which arenot easily accessible and/or available to them.
The programs under Ajantas CSR policy primarily rest on 4 broad categories:Healthcare Education Community Development and Ecology. These programs are aimed atlong-term sustainability and inclusive development. With special emphasis on areas aroundCompanys operational locations the programs are designed and implemented takinginto consideration specific needs of each area.
1. In Healthcare our aim is to provide medical assistance to rural underprivilegedliving in remote village areas with initiatives like:
a. Free medical camps for health eye cataract surgeries family welfare andrelated areas;
b. Developing basic infrastructure around government hospitals for people visiting fromremote areas like shelter subsidised food and similar facilities.
2. In Education our efforts concentrate on providing quality learning at affordablecost in rural areas by aiding schools vocational skill centers and relatedinstitutions.
3. In community development we advocate and support sustainability in rural areasgiving assistance for safe drinking water community halls parks welfare of victims ofnatural calamities amenities in government hospitals subsidised meals for needy patients& relatives other such initiatives.
4. For maintaining a balance in the eco-system we support and initiate programs forcontinual improvement in Environment Health and Safety standards.
5. On selective basis we contribute to Government voluntary organisations andacademic institutes working for any of the above cause.
Minimum of 2% of the Average Net Profit (before tax) of the preceding three years willbe allocated every financial year for CSR activities. The expenditure incurred on capacitybuilding programs such as training workshops seminars conferences etc. and oncorporate communication strategies for engagement of all stakeholders whether internal orexternal to implement CSR of the Company will be accounted as CSR expenditure. CSR budgetwill be non-lapsable in nature that is any income or surplus arising out of CSR activitywill be added to the corpus of CSR activity for the next year.
Monitoring and Review:
The Company Board has formed CSR Committee who will oversee the policy execution andprepare monitoring mechanism to ensure implementation of the projects programmes andactivities proposed to be undertaken by the Company as per the Policy. The CSR Policyshall be periodically reviewed and appropriately revised by the CSR Committee.
Annexure "E" to Directors Report - Form No. MGT 9
EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2015
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Companies(Management & Administration) Rules 2014.
I. REGISTRATION & OTHER DETAILS:
|1. CIN ||L24230MH1979PLC022059 |
|2. Registration Date ||31.12.1979 |
|3. Name of the Company ||Ajanta Pharma Limited |
|4. Category/Sub-category of the Company ||Company having Share Capital |
|5. Address of the Registered office & contact details ||Ajanta House 98 Govt Industrial Area Charkop Kandivali (West) Mumbai 400 067 |
|6. Whether listed company ||Yes |
|7. Name Address & contact details of the Registrar & Transfer Agent if any. ||Link Intime India Pvt Ltd |
| ||C-13 Pannalal Silk Mills Compound L.B.S. Marg Bhandup (West) Mumbai 400 078 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated):
|SN ||Name and Description of main products / services ||NIC Code of the Product/service ||% to total turnover of the company |
|1 ||Pharmaceutical products ||21002 & 21005 ||100% |
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
|SN ||Name and address of the company ||CIN/GLN ||Holding/Subsidiary/ Associate ||% of shares held ||Applicable section |
|1 ||Ajanta Pharma UK LTD 2 Cabot House Compass Point Business Park ST IVES ||N.A ||Subsidiary ||100% ||2(87) |
|2 ||Ajanta Pharma Philippines Inc Unit 710 AXA Life Bldg. 1286 Sen. Gil Puyat Ave. Makati City Phillipines ||N.A ||Subsidiary ||100% ||2(87) |
|3 ||Ajanta Pharma Mauritius Limited Media Building Goodlands Mauritius ||N.A ||Subsidiary ||100% ||2(87) |
|4 ||Ajanta Pharma USA Inc 600 1st Ave. Raritan NJ 08869. ||N.A ||Subsidiary ||100% ||2(87) |
|5 ||Ajanta Pharma Mauritius International Limited Abax Corporate Administrators Ltd of 6th Floor Tower A 1 Cyber City Ebene Mauritius ||N.A ||Subsidiary ||Step down Subsidiary ||2(87) |
|6 ||Ajanta Pharma Nigeria Limited Block 6 House 6B Houson Wright Estate Oregun Lagos ||N.A ||Subsidiary ||100% ||2(87) |
|7 ||Turkmenderman Ajanta Pharma Limited 47 Oguz Khan Street Aitakov Ashgabat Republic of Turkmenistan ||N.A ||Associate ||50% ||2(6) |
IV. SHARE HOLDING PATTERN
(Equity Share Capital Breakup as percentage of Total Equity)
A) Category-wise Shareholding
|Category of Shareholders ||No. of Shares held at the beginning of the year[As on 31-March-2014] ||No. of Shares held at the end of the year[As on 31-March-2015] ||% |
| ||Demat ||Physical ||Total ||% of Total Shares ||Demat ||Physical ||Total ||% of Total Shares ||Change during the year |
|A. PROMOTERS || || || || || || || || || |
|(1) Indian || || || || || || || || || |
|a) Individual/ HUF ||22515000 || ||22515000 ||64.05 ||56537497 ||- ||56537497 ||64.28 ||0.23 |
|b) Central Govt ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|c) State Govt(s) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|d) Bodies Corp. ||3356905 ||- ||3356905 ||9.55 ||8392262 ||- ||8392262 ||9.55 ||- |
|e) Banks / FI ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|f) Any other ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|TOTAL SHAREHOLDING OF ||25871905 ||- ||25871905 ||73.60 ||64929759 ||- ||64929759 ||73.83 ||0.23 |
|PROMOTER (A) || || || || || || || || || |
|B. PUBLIC SHAREHOLDING || || || || || || || || || |
|(1) Institutions || || || || || || || || || |
|a) Mutual Funds ||14590 ||- ||14590 ||0.04 ||1340999 ||- ||1340999 ||1.52 ||1.48 |
|b) Banks / FI ||13051 ||- ||13051 ||0.04 ||22518 ||- ||22518 ||0.03 ||(0.01) |
|c) Central Govt ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|d) State Govt(s) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|e) Venture Capital Funds ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|f) Insurance Companies ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|g) FIIs ||1337727 ||- ||1337727 ||3.81 ||6663525 ||- ||6663525 ||7.58 ||3.77 |
|h) Foreign Venture Capital Funds ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|i) Others (specify) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|SUB-TOTAL (B)(1):- ||1365368 ||- ||1365368 ||3.89 ||8027042 ||- ||8027042 ||9.13 ||5.24 |
|(2) Non-Institutions || || || || || || || || || |
|a) Bodies Corp. || || || || || || || || || |
|i) Indian ||3052023 ||300 ||3052323 ||8.68 ||1359705 ||750 ||1360455 ||1.55 ||(7.13) |
|ii) Overseas ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|b) Individuals || || || || || || || || || |
|i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ||2854967 ||279043 ||3134010 ||8.92 ||8069185 ||595768 ||8664953 ||9.85 ||0.93 |
|ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh ||1566948 ||- ||1566948 ||4.46 ||4250064 ||- ||4250064 ||4.83 ||0.37 |
|c) Others (specify) || || || || || || || || || |
|Non Resident Indians ||94564 ||4650 ||99214 ||0.28 ||538274 ||15375 ||553649 ||0.63 ||0.35 |
|Overseas Corporate Bodies ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Foreign Nationals ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Clearing Members ||33169 ||- ||33169 ||0.11 ||104042 ||- ||104042 ||0.13 ||0.02 |
|Trusts ||- ||- ||- ||- ||7622 ||- ||7622 ||0.01 ||0.01 |
|Foreign Bodies - D R ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|HUF ||20789 ||- ||20789 ||0.06 ||31182 ||- ||31182 ||0.04 ||(0.02) |
|SUB-TOTAL (B)(2):- ||7629434 ||283993 ||7913427 ||22.51 ||14374806 ||611893 ||14986699 ||17.04 ||(5.47) |
|TOTAL PUBLIC SHAREHOLDING (B)= (B)(1)+ (B)(2) ||8994802 ||283993 ||9278795 ||26.40 ||22401848 ||611893 ||23013741 ||26.17 ||(0.23) |
|C. Shares held by Custodian for GDRs & ADRs ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|GRAND TOTAL(A+B+C) ||34866707 ||283993 ||35150700 ||100.00 ||87331607 ||611893 ||87943500 ||100.00 ||- |
B) Shareholding of Promoter
|SN ||Shareholders Name ||Shareholding at the beginning of the year ||Shareholding at the end of the year || |
| || ||No. of Shares ||% of total Shares of the company ||% of Shares Pledged / encumbered to total shares ||No. of Shares ||% of total Shares of the company ||% of Shares Pledged / encumbered to total shares ||% change in shareholding during the year |
|1. ||Gabs Investments Pvt Ltd ||3356905 ||9.55 ||2.53 ||8392262 ||9.55 ||1.20 ||- |
|2. ||Rajesh M. Agrawal ||2539441 ||7.22 ||- ||6411102 ||7.29 ||- ||0.07* |
|3. ||Yogesh M. Agrawal ||2528424 ||7.19 ||- ||6383560 ||7.26 ||- ||0.07* |
|4. ||Mannalal B. Agrawal ||2162688 ||6.15 ||- ||5406720 ||6.15 ||- ||- |
|5. ||Purushottam B. Agrawal ||2155770 ||6.13 ||- ||5389425 ||6.13 ||- ||- |
|6. ||Madhusudan B. Agrawal ||2155500 ||6.13 ||- ||5388750 ||6.13 ||- ||- |
|7. ||Vimal M. Agrawal & Mamta M. Agrawal ||2055000 ||5.85 ||- ||5137500 ||5.85 ||- ||- |
|8. ||Madhusudan B. Agrawal ||1230000 ||3.50 ||- ||3075000 ||3.50 ||- ||- |
|9. ||Mannalal B. Agrawal ||1224261 ||3.48 ||- ||3060652 ||3.48 ||- ||- |
|10. ||Purushottam B. Agrawal ||1214406 ||3.45 ||- ||3036015 ||3.45 ||- ||- |
|11. ||Ravi P. Agrawal ||1081824 ||3.08 ||- ||2767060 ||3.15 ||- ||0.07* |
|12. ||Aayush M. Agrawal ||1005927 ||2.86 ||- ||2577317 ||2.93 ||- ||0.07* |
|13. ||Mamta M. Agrawal ||723573 ||2.06 ||- ||1808932 ||2.06 ||- ||- |
|14. ||Manisha Y. Agrawal ||671565 ||1.91 ||- ||1678912 ||1.91 ||- ||- |
|15. ||Richa R. Agrawal ||663000 ||1.89 ||- ||1657500 ||1.89 ||- ||- |
|16. ||Smriti R. Agrawal ||662121 ||1.88 ||- ||1655302 ||1.88 ||- ||- |
|17. ||Vimal M. Agrawal ||441500 ||1.26 ||- ||1103750 ||1.26 ||- ||- |
Note:- There is change in holding due to subdivision of shares from Face- value of Rs.5/- to Rs. 2/- however where there is any change due to purchase/sell etc. it has beenshown in remark column.
* 25000 shares were purchased by each of them on 22.08.2014.
C) Change in Promoters Shareholding
(Please specify if there is no change)
|SN ||Particulars ||Shareholding at the beginning of the year ||Cumulative Shareholding during the year |
| || ||No. of Shares ||% of total shares of the company ||No. of Shares ||% of total shares of the company |
|1. ||Yogesh M. Agrawal ||2528424 ||7.19 ||6383560* ||7.26 |
|2. ||Rajesh M. Agrawal ||2539441 ||7.22 ||6411102* ||7.29 |
|3. ||Ravi P. Agrawal ||1081824 ||3.08 ||2767060* ||3.15 |
|4. ||Aayush M. Agrawal ||1005927 ||2.86 ||2577317* ||2.93 |
Note:- Details are given only in respect of those Promoters whose holdings havechanged during the year. The above changes are on account of subdivision of face value ofshares from Rs. 5 /- to Rs. 2/- as also purchase of 25000 shares by each one of them
D) Shareholding Pattern of top ten Shareholders
(Other than Directors Promoters and Holders of GDRs and ADRs)
|SN ||For Each of the Top 10 Shareholders ||Shareholding at the beginning of the year ||Cumulative Shareholding during the year |
| || ||No. of Shares ||% of total shares of the company ||No. of Shares ||% of total shares of the company |
|1. ||Ganga Securities & Investment Private Limited ||1131332 ||3.23 ||1131332 ||3.23 |
|Less: ||Market Sale ||1131332 ||3.23 ||Nil ||N.A. |
|2. ||Bagadia Securities Private Limited ||742429 ||2.11 ||742429 ||2.11 |
|Less: ||Market Sale ||741974 ||2.11 ||455 ||0.00 |
|Add: ||Addition on accounts of Sub-division ||682 ||0.00 ||1137 ||0.00 |
|3. ||Narendra Kumar Agrawal ||500000 ||1.42 ||500000 ||1.42 |
|Less: ||Market Sale ||100000 ||0.28 ||400000 ||1.14 |
|Add: ||Addition on accounts of Sub-division ||600000 ||0.68 ||1000000 ||1.14 |
|4. ||Anand Rathi Share and Stock Brokers Ltd ||410717 ||1.17 ||410717 ||1.17 |
|Add: ||Market Purchase ||40088 ||0.11 ||450805 ||1.28 |
|Less: ||Market Sale ||450804 ||1.28 ||1 ||0.00 |
|5 ||Narendra Kumar Agrawal ||352897 ||1.00 ||352897 ||1.00 |
|Less: ||Market Sale ||84097 ||0.22 ||268800 ||0.78 |
|Add: ||Addition on accounts of Sub-division ||403200 ||0.45 ||672000 ||0.76 |
|6 ||Onkar Singh Kalra ||203700 ||0.58 ||203700 ||0.58 |
|Add: ||Market Purchase ||6056 ||0.02 ||209756 ||0.60 |
|Less: ||Market Sale ||7306 ||0.02 ||202450 ||0.58 |
|Add: ||Addition on accounts of Sub-division ||303675 ||0.35 ||506125 ||0.58 |
|7 ||Grandeur Peak Global Opportunities Fund ||128864 ||0.37 ||128864 ||0.37 |
|Add: ||Market Purchase ||101894 ||0.29 ||230758 ||0.66 |
|Less: ||Market Sale ||112251 ||0.32 ||118507 ||0.34 |
|Add: ||Addition on accounts of Sub-division ||177760 ||0.20 ||296267 ||0.34 |
|8 ||Grandeur Peak International Opportunities Fund ||122451 ||0.35 ||122451 ||0.35 |
|Add: ||Market Purchase ||116500 ||0.33 ||238951 ||0.68 |
|Less: ||Market Sale ||90429 ||0.26 ||148522 ||0.42 |
|Add: ||Addition on accounts of Sub-division ||222783 ||0.25 ||371305 ||0.42 |
|9 ||Morgan Stanley Asia (Singapore) Pte ||115594 ||0.33 ||115594 ||0.33 |
|Add: ||Market Purchase ||36418 ||0.10 ||152012 ||0.43 |
|Less: ||Market Sale ||152012 ||0.43 ||- ||- |
|10 ||The Emerging Markets Small Cap Series of the DFA Investment Trust Company ||103292 ||0.29 ||103292 ||0.29 |
|Add: ||Market Purchase ||7637 ||0.02 ||110929 ||0.31 |
|Add: ||Addition on accounts of Sub-division ||166393 ||0.19 ||277322 ||0.31 |
E) Shareholding of Directors and Key Managerial Personnel
|SN ||Shareholding of each Directors and each Key Managerial Personnel ||Shareholding at the beginning of the year ||Cumulative Shareholding during the year |
| || ||No. of shares ||% of total shares of the company ||No. of shares ||% of total shares of the company |
|1 ||Mannalal B. Agrawal Chairman ||2162688 ||6.15 ||2162688 ||6.15 |
|Add: ||Addition on account of sub-division ||3244032 ||- ||5406720 ||6.15 |
|2 ||Purushottam B. Agrawal Vice-Chairman ||2155770 ||6.13 ||2155770 ||6.13 |
|Add: ||Addition on account of sub-division ||3233655 ||- ||5389425 ||6.13 |
|3 ||Madhusudan B. Agrawal Vice-Chairman ||2155500 ||6.13 ||2155500 ||6.13 |
|Add: ||Addition on account of sub-division ||3233250 ||- ||5388750 ||6.13 |
|4 ||Yogesh M. Agrawal Managing Director ||2528424 ||7.19 ||2528424 ||7.19 |
|Add ||Market Purchase ||25000 ||0.07 ||2553424 ||7.26 |
|Add: ||Addition on account of sub-division ||3830136 ||- ||6383560 ||7.26 |
|5 ||Rajesh M. Agrawal Joint Managing Director ||2539441 ||7.22 ||2539441 ||7.22 |
|Add ||Market Purchase ||25000 ||0.07 ||2564441 ||7.29 |
|Add: ||Addition on accounts of Sub-division ||3846661 ||- ||6411102 ||7.29 |
|6 ||Dr. Anil Kumar Independent Director ||- ||- ||- ||- |
|7 ||Chandrakant Khetan Independent Director ||- ||- ||- ||- |
|8 ||K. H. Viswanathan Independent Director ||- ||- ||- ||- |
|9 ||Prabhakar Dalal Independent Director ||- ||- ||- ||- |
|10 ||Dr. Anjana Grewal Independent Director ||- ||- ||- ||- |
|11 ||Arvind Agrawal Chief Financial Officer ||4500 ||0.01 ||4500 ||0.01 |
|Add: ||ESOP Allotment ||4500 ||0.01 ||9000 ||0.03 |
|Add: ||Addition on account of sub-division ||13500 ||- ||22500 ||0.03 |
|12 ||Gaurang Shah Company Secretary ||- ||- ||- ||- |
|Add ||Market Purchase ||130 ||0.00 ||130 ||0.00 |
|Add: ||Addition on account of sub-division ||195 ||0.00 ||325 ||0.00 |
Indebtedness of the Company including interest outstanding/accrued but not due forpayment.
| || || || ||(Rs. In crs) |
| ||Secured Loans excluding deposits ||Unsecured Loans ||Deposits ||Total Indebtedness |
|Indebtedness at the beginning of the financial year || || || || |
|i) Principal Amount ||118.17 ||10.77 ||- ||128.94 |
|ii) Interest due but not paid ||- ||- ||- ||- |
|iii) Interest accrued but not due ||0.12 ||- ||- ||0.12 |
|TOTAL (i+ii+iii) ||118.29 ||10.77 ||- ||129.06 |
|Change in Indebtedness during the financial year || || || || |
|* Addition ||- ||- ||- ||- |
|* Reduction ||58.78 ||- ||- ||58.78 |
|Net Change ||58.78 ||- ||- ||58.78 |
|Indebtedness at the end of the financial year || || || || |
|i) Principal Amount ||59.49 ||10.77 ||- ||70.26 |
|ii) Interest due but not paid ||- ||- ||- ||- |
|iii) Interest accrued but not due ||0.02 ||- ||- ||0.02 |
|TOTAL (i+ii+iii) ||59.51 ||10.77 ||- ||70.28 |
VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager
|SN ||Particulars of Remuneration ||Name of MD/WTD/ Manager ||Total Amount |
| || ||Purushottam B. Agrawal ||Madhusudan B. Agrawal ||Yogesh M. Agrawal ||Rajesh M. Agrawal || |
|1 ||Gross salary || || || || || |
| ||(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 ||13132800 ||13132800 ||13132800 ||13132800 ||52531200 |
| ||(b) Value of perquisites u/s 17(2) Income- tax Act 1961 ||3920000 ||3920000 ||3920000 ||- ||11760000 |
| ||(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 ||- ||- ||- ||- ||- |
|2 ||Stock Option ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. |
|3 ||Sweat Equity ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. |
|4 ||Commission ||Nil ||Nil ||Nil ||Nil ||Nil |
| ||- as % of profit || || || || || |
| ||- others specify
|| || || || || |
|5 ||Others please specify ||Nil ||Nil ||Nil ||Nil ||Nil |
| ||TOTAL (A) ||17052800 ||17052800 ||17052800 ||13132800 ||64291200 |
| ||Overall ceiling for payment of remuneration to MD/WTD || || || || ||452890000 |
B. Remuneration to Other Directors
|SN ||Particulars of Remuneration ||Name of Directors ||Total Amount |
| || ||Mannalal B. Agrawal ||Chandrakant M. Khetan ||Dr. Anil Kumar ||K. H. Viswanathan ||P. R. Dalal ||Dr. Anjana Grewal || |
|1 ||Independent Directors || || || || || || || |
| ||Fee for attending board & committee meetings ||- ||75000 ||70000 ||90000 ||40000 ||30000 ||305000 |
| ||Commission ||- ||250000 ||250000 ||175000 ||175000 ||175000 ||1025000 |
| ||Others please specify ||- ||- ||- ||- ||- ||- ||- |
| ||TOTAL (1) ||- ||325000 ||320000 ||265000 ||215000 ||205000 ||1330000 |
|2 ||Other Non-Executive Directors || || || || || || || |
| ||Fee for attending board & committee meetings ||65000 ||- ||- ||- ||- ||- ||- |
| ||Commission ||15100000 ||- ||- ||- ||- ||- ||- |
| ||Others please specify ||- ||- ||- ||- ||- ||- ||- |
| ||TOTAL (2) ||15165000 ||- ||- ||- ||- ||- ||15165000 |
| ||TOTAL (B)=(1+2) ||15165000 ||325000 ||320000 ||265000 ||215000 ||205000 ||16495000 |
| ||TOTAL MANAGERIAL || || || || || || ||80786200 |
| ||REMUNERATION || || || || || || || |
| ||Overall ceiling for payment of remuneration to Directors other then MD/WTD || || || || || || ||45289000 |
C. Remuneration to key managerial personnel other than MD/Manager/WTD
|SN ||Particulars of Remuneration ||CS ||CFO ||Total |
|1 ||Gross salary || || || |
| ||(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 ||2729021 ||5899518 ||8628539 |
| ||(b) Value of perquisites u/s 17(2) Income-tax Act 1961 ||32400 ||21600 ||54000 |
| ||(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 ||- ||- ||- |
|2 ||Stock Option ||N.A. ||2933775 ||2933775 |
|3 ||Sweat Equity ||N.A. ||N.A. ||N.A. |
|4 ||Commission ||N.A. ||N.A. ||N.A. |
| ||as % of profit - || || || |
| ||others specify
|| || || |
|5 ||Others please specify ||N.A. ||N.A. ||N.A. |
| ||TOTAL ||2761421 ||8854893 ||11616314 |
VII) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
|Type ||Section of the Companies Act ||Brief Description ||Details of Penalty / Punishment/ Compounding fees imposed ||Authority [RD / NCLT/ COURT] ||Appeal made if any (give Details) |
|A. COMPANY || || || || || |
|Penalty || || || || || |
|Punishment || || ||None || || |
|Compounding || || || || || |
|B. DIRECTORS || || || || || |
|Penalty || || || || || |
|Punishment || || ||None || || |
|Compounding || || || || || |
|C. OTHER OFFICERS IN DEFAULT || || || || || |
|Penalty || || || || || |
|Punishment || || ||None || || |
|Compounding || || || || || |
Annexure "F" to Directors Report
A. CONSERVATION OF ENERGY:
1. Energy Conservation Measures taken during the year:
i. Variable frequency drivers used for all HVAC and other equipment motors
ii. Variable speed drive fixed to heavy load machines
iii. Energy + Tube light and LED tube fixed instead of regular tube light in plant toreduce energy consumption.
iv. Continuous monitoring of Air Handling units as an when required to reduceconsumption.
v. Saving in diesel consumption for steam generation boiler operation.
vi. Installed HVAC energy saving electrical motors (std. Bharat III)
vii. Chiller of 70kw load replaced with air-cooled chiller of 45kw
viii. Eliminated steam leakages in steam generation boiler operation
ix. Continuous monitoring of energy consumption throughout all plants and curtailingwastages
x. Improved performance of DG sets and reduction of fuel consumption
2. Impact of above measures:
i. Reduction in power consumption
ii. Reduction in fuel consumption
iii. Reduction of utility cost and increase in efficiencies
3. Total energy consumption and energy consumption per unit of production
As per details in Form A below:
|Form A || || |
|Year ended 31st March ||2015 ||2014 |
|(i) Power and fuel consumption || || |
|Electricity || || |
|(a) Purchased Unit (Thousand KWH) ||10945.22 ||9178.07 |
|TOTAL Amount (Rs. In lacs) ||791.56 ||672.36 |
|Rate/Unit (KWH) (Rs.) ||7.28 ||7.43 |
|(b) Own generation Unit (Thousand KWH) ||570.81 ||648.38 |
|Unit per Ltr. of Diesel Oil (KWH) ||3.31 ||4.76 |
|Cost / Unit (KWH) (Rs.) ||19.49 ||15.49 |
(ii) Consumption per unit of production
The Company manufactures APIs and several drug formulations of different pack sizes. Itis therefore impracticable to apportion the consumption and the cost of utilities to eachproduct.
4. Steps taken by the company for utilising alternate sources of energy: None
5. Capital investment on energy conservation equipment: None
B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
1. Specific areas in which R&D carried out:
R & D continues to be the key driver for sustained growth of the Company. Itencompasses formulation analytical and Active Pharmaceutical Ingredients (API)development. R & Ds major capabilities vest in developing robust and safeformulations at affordable cost development of newer processes for synthesis of API andimproving processes for existing API and formulation products development of Novel drugdelivery systems for existing and newer active drug substances etc.
With the innovative R & D the Company has been successful in launching many firstto market products. During the year various new formulations in the form of tablets gelcapsules power liquid were developed in the cardiology dermatology ophthalmology painrelief and other segments for domestic and export markets with major thrust on bridgingthe gap between patient needs and availability. Development of New Abbreviated DrugApplication (ANDA) for US market continues to be another focus area for R &D.
Specific R & D was carried out in the following areas:
gel for management of Dry Eye.
complete combination of Vitamins Alpha Lipoic Acid and Minerals which iseffective against Metabolic Syndrome Oxidative Stress Endothelial Dysfunction andDeficiency of Vitamin D.
Talimusointment for effective management of Vernal Keratoconjunctivitis
Molecule to fight against Diabetic Peripheral Neuropathy
Molecule for steroid free treatment of Melasma Chloasma and Hyperpigmentation.
For US market simple faster and easy to manufacture cost effective genericformulations are developed viz :
i. Delayed release pellets
ii. OROS (Osmotic [Controlled] Release Oral [Delivery] System)
iii. Orally Disintegrating Tablets
iv. Highly potent & very low strength/ dose formulations viz. 0.1 mg / Tablet
2. Benefits derived as a result of R&D
Consistent thrust and enhanced capacities and capabilities in R&D have yieldedhandsome results in the form of the Company attaining leadership position in every marketsegments where it has presence. R&D has helped bring out an improvement in processesand build robust product pipeline. During the year with the sustained R & D effortsthe Company launched 24 new products in domestic market 48 in emerging markets and 1product in US market. The Company has also filed 2 more ANDAs with USFDA during the year.
Further 7 APIs were successfully developed and charged for stability study 2 API werescaled-up at plant for commercialisation and 4 APIs are developed at the lab charged instability and ready for scale-up at plant for regulated market. Lab development is inprogress for 2 APIs and initiated lab development for 6 new APIs. Four process patentswere filed for IPR protection.
3. Future plan of action
The Company continues to scale up R & D facilities by adding resources andenhancing capacity and capabilities to meet the growing needs. The Company plans to investRs. 80 Crore during the next 2 years to enhance/upgrade facilities of R&D Center interms of space and equipment to support the research initiatives for continued growth. TheR&D work also is focused on:
New platform technologies development like multi-particulate systems and OROSbeing worked out.
Continue to develop cost-effective formulations for the ever expanding consumerbase.
Continue trials for better stability of ophthalmic formulations consideringNano-emulsion technology.
Continue developing 1st time products and product combinations.
Continue Upgradation with latest technologies to strengthen and expand Productpipelines for markets across the globes.
4. Efforts in brief made towards Technology absorption adaptation andinnovation
The Company is continuously taking steps to improve the product and processtechnology in an effort to provide superior quality and cost effective products toconsumers.
Efforts to develop APIs In-house are also being carried out predominantly.Dedicated Technology transfer team is working in close association with our researchassociates to help in smooth transfer of technology from the lab to plant.
Strict adherence to Current Good Manufacturing Practice (cGMP) Good LaboratoryPractices (GLP) & Good Documentation Practices (GDP) regulations is followed toprovide world class quality products backed by best in class technology.
Continuous Learning Programs (CLPs) to enhance knowledge base of R&Dpersonnel to keep them abreast of technological developments and innovations.
5. Expenditure on R&D
|Particulars ||Rs. Crs |
|Capital Expenditure ||7.73 |
|Recurring Expenditure ||70.07 |
|TOTAL ||77.80 |
|Total R&D expenditure as a percentage of total turnover ||5.69% |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Information on activities relating to exports initiatives taken to increaseexports etc. are covered in the Management Discussion and Analysis in this annual report.
2. Total foreign exchange used and earned
Earnings in foreign currency Rs. 849.43 Crore previous year Rs. 689.57Crore
Outgo in foreign currency Rs. 124.71 Crore previous year Rs. 116.79 Crore