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Anuh Pharma Ltd.

BSE: 506260 Sector: Health care
NSE: N.A. ISIN Code: INE489G01022
BSE LIVE 15:40 | 02 Dec 207.95 -2.90
(-1.38%)
OPEN

209.05

HIGH

211.45

LOW

205.35

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 209.05
PREVIOUS CLOSE 210.85
VOLUME 2979
52-Week high 344.00
52-Week low 159.00
P/E 27.25
Mkt Cap.(Rs cr) 521.12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 209.05
CLOSE 210.85
VOLUME 2979
52-Week high 344.00
52-Week low 159.00
P/E 27.25
Mkt Cap.(Rs cr) 521.12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anuh Pharma Ltd. (ANUHPHARMA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in placing before you the 56th Annual Report ofthe Company along with the Accounts for the year ended 31st March 2016:

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)
Accounting Year 2015-16 2014-15
Sales 32111 28141
Other Income 844 748
Profit before interest depreciation and taxation 4022 3515
Interest 3 2
Depreciation 226 327
Provision for taxation (net) 1213 987
Profit after tax 2580 2199
Profit and Loss Account balance B/f 2587 2085
Income Tax adjustment of earlier years 13 (1)
Profit available for Appropriation 5180 4283
Transfer to General Reserve 1500 1000
Interim Dividend 501 167
Tax on Interim Dividend 102 28
Proposed final Dividend 125 418
Tax on proposed final Dividend 28 83
Balance carried to the Balance Sheet 2924 2587

DIVIDEND

The Company had declared Interim Dividend on 11th March 2016 and paid anInterim Dividend of Rs 2 per Share i.e. 40% on the Equity shares of face value of Rs 5/-each.

Further for the year under review the Directors have recommended a final Dividend ofRs 0.50 per share i.e. @ 10% (Rs 7/- per share i.e. @ 140% for the previous year) onEquity Shares of face value of Rs 5/- each of the Company. The total dividend outgo shallbe Rs 626.40 lakhs as compared to Rs 584.64 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended March 31 2016 amounted to Rs 32111lakhs as against Rs 28141 lakhs for the previous year. Thus the turnover of the Companyhas increased by about 14.11 % as compared to last year’s turnover.

During the year 2015-16 profit before tax as compared to last year has increased by19.07 % from Rs 3186 lakhs to Rs 3794 lakhs and profit after tax has increased by 17.34 %from Rs 2199 lakhs to Rs 2580 lakhs.

EXPORTS

Exports for the year ended March 31 2016 have increased by about 25% from Rs 11984lakhs to Rs 14988 lakhs.

CURRENT OUTLOOK

Due to suspension of our three products viz. Erythromycin Ethyl Succinate Erythromycin& Pyrazinamide by EDQM and also suspension of Pyrazinamide and Sulfadoxine by WHOauthorities we will suffer export sales. However we are trying our best to restore ourCEP and WHO PQ approvals.

MATERIAL CHANGES & COMMITMENTS IF ANY

After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDC connecting to theexisting Factory we have applied for Environmental Clearance from the Government ofMaharashtra and we are likely to get such clearance shortly and are proposed to start theconstruction of expansion project by October 2016.

BOARD OF DIRECTORS

The shareholders shall note that our beloved Director of the Company Shri. JayantilalP. Shah passed away on January 09 2016. Shri. Jayantilal P. Shah provided invaluableadvice and guidance to the Company. His contribution would be missed by the EmployeesManagement and Board of Anuh Pharma Ltd.

In accordance with the Articles of Association of the Company Ms. Rajeshree T. GorDirector of the Company retires by rotation at the ensuing 56th Annual GeneralMeeting and being eligible has offered herself for re-appointment. The Board of Directorof the Company appointed Mr. Samir Shah Mr. Ketan Shah Mr. Ritesh Shah CEO and Mr.Vivek Shah CEO – R&D as Additional Directors of the Company.

CESSATION

Mr. Gulabchand Sharda Non-Executive Director resigned from the Board of Directors ofthe Company with effect from July 26 2016.

The Board of Directors wishes to place on record their appreciation for the servicesrendered by Mr. Gulabchand Sharda during his Directorship on the Board of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Ritesh Bipin Shah Chief Executive Officer and Mr. Vivek Bipin Shah ChiefExecutive Officer - R & D of the Company were appointed as Key Managerial Personnelduring the Financial Year 2015-16 in accordance with the Section 203 of the Companies Act2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5)of the Companies Act 2013-

i) That in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any.

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year viz. March 31 2016 and of the profit or loss of the Company for the yearended on that date.

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.

LISTING ON THE STOCK EXCHANGE

The Company’s shares are listed with BSE Limited and the Company has paid thenecessary listing fees for the financial year 2016-17.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning ofSection 73 of the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act 2013 are not annexedsince there are no employees drawing remuneration of more than Rs 6000000/- per annumduring the year under review if employed for full year or more than Rs 500000/- permonth if employed for part of the year.

MEETINGS

During the year 9 (Nine) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its Ownperformance the Directors individually the Chairperson’s as well as the evaluationof the working of its Audit Committee Corporate Social Responsibility CommitteeNomination & Remuneration Committee and Stakeholder Relationship Committee. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.

FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS

Familiarisation Programme has been carried out by the Company for the IndependentDirectors details of which has been posted on the Company’s website i.e.www.anuhpharma.com.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company’s competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business. The Company has adopted RiskManagement Policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to thefinancial statements. The Company has adopted policy on internal financial control systemfor proper observation of adequate internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance withSection 177(9) of the Companies Act 2013 and Clause 49 of the Listing Agreement to dealwith instance of fraud and mismanagement if any. The vigil mechanism/Whistle BlowerPolicy is uploaded on the Company’s website i.e. www.anuhpharma.com.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination and Remuneration Policy for selection and appointment of DirectorsSenior Management and their remuneration. The Nomination and Remuneration Policy isuploaded on the Company’s website.

Policy against sexual harassment of Woman at workplace

In order to prevent sexual harassment of women at work place a new act the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified. Under the said Act every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.

A policy for prevention of Sexual Harassment of Women at workplace has been adopted andInternal Complaints Committee was also constituted by the Board of Directors of theCompany. The policy and the composition of Internal Complaints Committee are uploaded onthe Company’s website.

Policy for Preservation of Documents

In terms of Regulation 9 of the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations 2015") theBoard has adopted this Policy for Preservation of Documents. To determine preservationperiod for records/documents based on their reference value and legal requirements. ThePolicy is uploaded on the Company’s website.

Policy for Determination of Materiality of any Event or Information

In pursuance of Regulation 30 of the Listing Regulations 2015 the Company has adoptedthe policy for determination of materiality of any event or information based on thecriteria mentioned in the said regulation ("Material Information") and that theinformation has been and is being promptly forwarded to the Stock Exchange. The Policy isuploaded on the Company’s website.

Archival Policy

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations2015. The policy is uploaded on the Company’s website.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF ANEVENT OR INFORMATION

The Company has authorized Mr. Ritesh Shah Chief Executive Officer and Ms. AshwiniAmbrale Company Secretary of the Company for the purpose of determining the materialityof an event or information and for making disclosures to Stock exchange(s) underRegulation 30 of the Listing Regulations 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO{Section 134}

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo is annexed as "Annexure - 1" to theDirectors’ Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES

Pursuant to Section 135 of the Companies Act 2013 and the Rules made thereunder theBoard of Directors has constituted the Corporate Social Responsibility (CSR) Committeeunder the Chairmanship of Mr. Jasvantlal G. Shah Non-Executive Independent Director. Theother Members of the Committee are Mr. Bipin N. Shah Managing Director and Mr. Arun L.Todarwal Non-Executive Independent Director. The CSR policy of the Company is uploaded onthe Company’s website. Other details of the CSR activities undertaken by the Companyas required under Section 135 of the Companies Act 2013 i.e. CSR Report is annexed as "Annexure- 2" to the Directors’ Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedas "Annexure - 3" to the Directors’ Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee and the Board for approval. Policy onTransactions with Related Parties as approved by the Board is uploaded on theCompany’s website.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as "Annexure- 4" to the Directors’ Report.

RATIO OF DIRECTORS’ REMUNERATION TO MEDIAN EMPLOYEES’ REMUNERATION AND OTHERDISCLOSURES

The table containing the names and other particulars of ratio of Directors’Remuneration to Median Employees’ Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure- 5" to the Directors’ Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached separately to this report.

CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders - shareholders employees customerssuppliers and others. Your Company believes that fairness transparency responsibilityand accountability are the four key elements of corporate governance. The CorporateGovernance Report presented in a separate section forms an integral part of this AnnualReport.

AUDITORS’ OBSERVATIONS AND MANAGEMENT’S REPLY

Emphasis of Matter

We draw attention to the following matters in Note 36 to the financial statements:

As per section 135 of the Act the Company was required to incur/spend Rs 4764736/-on Corporate Social Responsibility ("CSR") during the financial year2015-2016. However during the financial year 2015-2016 the Company has spent Rs4084510/. Hence the unspent amount of CSR expenditure is Rs 680226/-.

Management’s Reply: Near the end of the year the Company has identified CSRprojects/activities which are under scrutiny and if satisfied will be spending the balanceand the required proposed CSR amount during the course of the next year.

AUDITORS

M/s. S. I. Mogul & Co. Chartered Accountants (Firm Registration No. 106512W) theStatutory Auditors of the Company retire at 57th Annual General Meeting and areeligible for the re-appointment as Auditors of the Company to hold the office from thedate of 54th Annual General Meeting until the conclusion of the 57thAnnual General Meeting. The Directors recommend re-appointing M/s. S. I. Mogul & Co.as Auditors of the Company.

A certificate has been received from the Auditors to the effect that theirre-appointment if made would be within the prescribed limits under section 139 of theCompanies Act 2013.

COST AUDITORS

Pursuant to the provisions of section 148 of the Companies Act 2013 and as per Rule 14of Companies (Audit and Auditors) Rules 2014 with the prior approval of the CentralGovernment Mr. Girikrishna S Maniar (Fellow Membership No. 8202) practicing CostAccountant had been appointed to conduct audit of cost records of bulk drugs for thefinancial year ended 31st March 2016. The Cost Audit Reports would besubmitted to the Central Government within prescribed time.

The Cost Audit Reports for bulk drugs for the year ended 31st March 2015was filed with the Central Government on 28th September 2015.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Gupta Baul & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2015-16. TheSecretarial Audit Report is annexed as "Annexure - 6" to theDirectors’ Report.

SECRETARIAL AUDITORS’ OBSERVATIONS AND MANAGEMENT’S REPLY

Emphasis of Matter

As per section 135 of the Act the Company was required to incur/spend Rs 4764736/-on Corporate Social Responsibility ("CSR") during the financial year2015-2016. However during the financial year 2015-2016 the Company has spent Rs4084510/. Hence the unspent amount of CSR expenditure is Rs 680226/-

Management’s Reply:

Near the end of the year the Company has identified CSR projects/activities which areunder scrutiny and if satisfied will be spending the balance and the required proposed CSRamount during the course of the next year.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andcooperation received from our bankers employees auditors and consultants during theperiod under review. The Directors sincerely appreciate the high degree ofprofessionalism commitment and dedication displayed by employees at all levels. TheDirectors also place on record their gratitude to the Members for their continued supportand confidence.

By Order of the Board
Sd/-
Jasvantlal G. Shah
Chairman
Registered Office: (DIN : 00372600)
3-A Shiv Sagar Estate North Wing
Dr. Annie Besant Road
Worli Mumbai - 400 018
Place: Mumbai.
Date : August 09 2016

ANNEXURE ‘1’ TO THE DIRECTORS REPORT

(Under Section 134 of the Companies Act 2013)

1. CONSERVATION OF ENERGY:

Form Disclosure of Particulars with respect to Conservation of Energy.

A. Power and fuel consumption:
1. Electricity Current Year Previous Year
2015-16 2014-15
(a) Purchased
Units 3295696 2877901
Total amount (Rs in Lakhs) 249.71 202.93
Rate/unit (Rs in Lakhs) 7.58 7.05
(b) Own generation
Rate/Unit (Rs in Lakhs) Nil Nil
2. Coal Nil Nil
3. Light Diesel Oil
Quantity (KL) 233.84 237.98
Total cost (Rs in Lakhs) 85.05 108.04
Average rate per ltr. (Rs in Lakhs) 36.37 45.40
4. Other/Internal generation N. A. N. A.
B. Consumption per unit of production
Electricity KWH 3.64 3.86
Light Diesel Oil Ltrs. 0.26 0.32
Coal N.A. N.A.
Other N.A. N.A.
2. TECHNOLOGY ABSORPTION
A. Research & Development (R&D) Nil Nil
B. Technology absorption adoption and innovation Nil Nil

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Earnings : The FOB value of export of the Company during the year aggregatedto Rs 14471 lakhs as against Rs 12002 lakhs in the previous year.

B. Outgo : The CIF value of outgo in foreign exchange of the Company by way ofimports payment of commission exhibition and traveling expenses aggregated to Rs 20711lakhs during the year as against Rs 18463 lakhs in the previous year.

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