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DIL Ltd.

BSE: 506414 Sector: Health care
NSE: N.A. ISIN Code: INE225B01013
BSE LIVE 12:47 | 15 Dec 1548.60 73.70






NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1548.60
52-Week high 1730.00
52-Week low 590.00
Mkt Cap.(Rs cr) 355
Buy Price 1548.60
Buy Qty 9628.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1548.60
CLOSE 1474.90
52-Week high 1730.00
52-Week low 590.00
Mkt Cap.(Rs cr) 355
Buy Price 1548.60
Buy Qty 9628.00
Sell Price 0.00
Sell Qty 0.00

DIL Ltd. (DIL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 64th Annual Report along with theAudited financial statements for the financial year ended March 31 2016.


2015 - 2016 2014 - 2015 2015 - 2016 2014 - 2015
Total Revenue 728.14 1352.39 15606.22 14181.80
Total Expenditure 1292.99 1062.79 13460.45 12585.48
Profit before Interest Depreciation Amortization
Expense and Tax (‘EBIDTA’) (564.85) 289.60 2145.77 1596.32
Financial Cost 176.97 2.87 614.69 450.16
Depreciation and Amortization Expense 179.52 181.63 835.00 857.85
Profit before tax (‘PBT’) (921.34) 105.10 696.08 288.31
Less : Provision for tax (including deferred tax) (7.62) 32.24 424.82 192.93
Profit after tax (‘PAT’) (913.72) 72.86 271.26 95.38
Minority interest (329.81) (7.29)
Share of interest in profit/(loss) of associates (54.87) (41.71)
Profit for the year (913.72) 72.86 (113.42) 46.38
Balance brought forward * 3706.28 3771.42 5988.78 6080.40
Balance for appropriations 2792.56 3844.28 5875.36 6126.78
Proposed Dividend (57.33) (114.66) (57.33) (114.66)
Dividend Distribution Tax (11.67) (23.34) (11.67) (23.34)
Balance in Statement of Profit and Loss account 2723.56 3706.28 5806.36 5988.78

* Net of adjustment of effect of depreciation



During the year under review the Company on a Standalone basis earned revenue of`728.14 lakhs (Previous year `1352.39 lakhs). In 2015-16 the Company reported a loss of`(913.72) as against a profit after tax of `72.86 lakhs in the previoius year.

The Company on a consolidated basis recorded revenue of `15606.22 lakhs in thefinancial year 2015-2016 (Previous year `14181.80 lakhs). In the financial year 2015-16the profit after tax was Rs 271.26 lakhs as against `95.38 lakhs in the previous year.


Your Directors are pleased to recommend a final equity dividend of `2.50 per equityshare of `10 each (25%) [previous year `5 per equity share] for the year ended March 312016. Total cash outflow in relation to the equity share dividend will be `69 Lakhs(previous year `138 Lakhs) including dividend distribution tax of `11.67 Lakhs (previousyear `23.34 Lakhs).


The consolidated financial statements of the Company for the financial year 2015-16includes financials of its subsidiaries joint venture entities and associate entities(collectively referred as ‘Subsidiaries/ Associates’) i.e. Fermenta BiotechLimited Fermenta Biotech (UK) Limited G.I. Biotech Private Limited Aegean PropertiesLimited CC Square Films Limited (Subsidiaries) Vasko Glider s.r.o. and Agastya Films LLP(joint venture entities); Health and Wellness India Private Limited and Zela WellnessPrivate Limited (associate entities). The consolidated financial statements of the Companyand its Subsidiaries/ Associates entities are prepared in accordance with the relevantAccounting Standards (AS) i.e. AS 21 AS 23 and AS 27 issued by the Institute ofChartered Accountants of India provisions of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act2013 (‘Act’) shall form part of this Annual Report.


The individual financial statements and other reports of the Company’sSubsidiaries/ Associates have not been attached to the financial statements of the Companyfor the financial year 2015-16. Any member seeking information on the annual financialstatements of the Company’s Subsidiaries/ Associates may write to the CompanySecretary at the registered office of the Company.

The financial information of the Company’s Subsidiaries/ Associates provided inthis section may be read along with the information provided under the heading‘Consolidated Financial Statements’ of this report. In accordance with theprovisions of section 129 (3) of the Act read with Rule 5 and Rule 8 of the Companies(Accounts) Rules 2014 [as amended from time to time] the Company has attached a separatestatement containing salient features of the financial statements of Company’sSubsidiaries/ Associates in Form AOC I on page no. 30 of this report.

Agastya Films LLP a film production entity was incorporated on November 20 2015under the Limited Liability Partnership Act 2008. Your Company is a partner in AgastyaFilms LLP holding 50% of the total capital in Agastya Films LLP.

During the year under review no company has become or ceased to be a subsidiary jointventure entity or associate entity except as mentioned above.

The financial statements of the Company’s Subsidiaries/ Associates will be keptopen for inspection at the registered office of the Company from 9.00 a.m. to 5.00 p.m.on all working days except Saturdays and Sundays up to the date of the 64th AGMof the Company.

The standalone and consolidated financial statements of the Company along with thefinancial statements of the Company’s Subsidiaries/ Associates and its relatedinformation as attached to this report have been uploaded on the website of the Company(

Members interested in obtaining copies of the annual financial statements of each ofthe Company’s Subsidiaries/ Associates may write to the Company Secretary at theregistered office address of the Company.


The operations of your Company during the financial year 2015-16 mainly include:

a. Ongoing Strategic investments in pharmaceuticals and wellness management;

b. Pharmaceuticals; Research development and product delivery across biotechnology andenvironmental solutions are pursued through its subsidiary Fermenta Biotech Limited(FBL); and

c. Property rentals treasury operations and production of motion pictures.

This MD&A section as discussed below includes the management perspective andoperational performance of the Company and its subsidiary FBL.

The MD&A pertaining to pharmaceutical biotech and environmental solutions are asfollows:

Industry perspective:

In the backdrop of reforms initiated by the new government interspersed with improvedeconomic scenario the Indian pharmaceutical sector is poised to consolidate its positionas a key contributor to the global pharmaceutical industry. The Indian pharmaceuticalsector accounts 2.4% of the global pharmaceutical industry in terms of value and 10% interms of volume including 20% contribution in global generics export. Factors likeincreased incidence of lifestyle and age related diseases have propelled the market demanddynamics while the improved technology in Active Pharmaceutical Ingredients (API)manufacturing processes with integrated novel processes including enzymatics have helpedgreatly to bridge the supply demand gap. The global API market is expected to touch US$2051.51 billion by 2020 from US$ 150 billion in 2015 with an expected Compound AnnualGrowth Rate (CAGR) of 6.5% during the forecasted period.

Indian biotechnology space is on a growth trajectory and has competitive advantage toexpand across different business verticals in the ensuing years. Presently the Indianbiotech sector accounts 2% of the global biotech business. The Indian biotechnologyindustry is valued at US$ 7 billion and growing at a CAGR of 30%.

The active participation of the Government in effectively implementing the waste waterdischarge norms across municipal bodies industrial commercial and residential users hasbeen the proactive driver for expanding the environmental solution segment. The aboveinitiatives combined with public awareness and the accessibility to new age remediationtechnologies have nurtured a conducive environment for public-private participations aswell as large scale corporate commitment in this segment.


Despite the sustained business challenges FBL stood its ground to post a standalonegross revenue of `14973.46 lakhs (Previous year `12931.10 lakhs). The profit before taxfor the year under review was `1617.54 lakhs (previous year `189.40 lakhs) and profitafter tax was `1188.92 lakhs for the year under review as against `32.60 lakhs in theprevious year.

FBL’s consolidated financials recorded revenue of `14974.60 lakhs in thefinancial year 2015-2016 (Previous year `12931.10 lakhs). The profit after tax was`1180.76 lakhs as against `25.43 lakhs in the previous year.

Opportunities and Outlook:

The Indian pharmaceutical sector is growing at CAGR of 16.5%. Sustained and balancedgrowth is driven by various market demands like more prevalent lifestyle diseasesprolonged diseases management affordable health care coupled with health insurancespectrum and preventive medicines. Cost advantages and availability of technical andskilled personnel in India are the key factors in projecting India as a majormanufacturing hub for generic. India’s generic accounts 20% of global exports interms of volume making our country as the largest provider of generic medicines globally.

The global industrial enzyme market is growing at a CAGR of 5% which spans acrossvarious segments like food pharma textiles feed and fine chemicals. The Indian enzymeplayers are experiencing a critical business momentum towards focused R&D andknowledge based innovation efforts in providing novel eco-efficient enzymatic solutionsto enable competitively sustainable processes. The industrial biocatalysis using enzymesfor various antibiotics as well as valued added products is at a tipping point which hasalready gone as a mainstream process and the commitment of more players into this new agemanufacturing platform adds fillip to business competitiveness.

Stringent implementation of waste disposal standards across various industries incombination with increased government participation on water reuse and recycling iswidening the business horizon for water & waste management and recycling segments.With a market size of over US$ 4 billion the Indian water and wastewater market isgrowing at 10-12 % a year.

Moving forward FBL’s increased production capacity combined with processefficiency will help to consolidate and to sustain its competitiveness advantagesamortize fixed cost effectively and will enhance the confidence of clients seeking longterm supply arrangements. FBL continues to improve its innovation overall operationalefficiency widen its distribution network and to achieve increased market footprintsglobally.

Threats and Concerns:

The Indian pharmaceutical industry has been facing stiff competitions from its Asiancompetitors which may be a constant feature going forward. Indian APIs manufacturers areworking on various methods to mitigate the competitive strategies of the Asian competitorsand one such major attempt is to reduce its dependency in relation to import of bulk drugsfrom Asian competitors.

Aggressive marketing strategy from principal competitors could affect short termrealizations of FBL. Volatile price fluctuations of key raw materials may affect theoverall pricing in general and more specifically of enzymatic products.

Implementation of environment projects with stringent regulatory norms and adherence totimelines has been challenging. Procuring and executing customized projects with specificrequirements would be the key to stay competitive in environment business.


Industry Perspective:

As reported earlier the Government of Maharashtra introduced its new InformationTechnology/ Information Technology Enabled Services (IT/ITES) Policy in 2015. Further in2016 the Maharashtra Government has substantially broadened the definition of ‘backoffice operation’ by amending the IT/ITES Policy 2015. The new back office operationdefinition includes administrative and support services of banks insurance companiesmutual fund and non-banking finance companies and other support services.

With the introduction of the Real Estate (Regulation and Development) Act 2016; thissector will witness regulated protection of interests of stakeholders and promote overallgrowth of the real estate sector in India.

The Union Budget 2016 has been reasonably conducive to real estate segment by takinginto consideration some of the sector’s requirement though not in entirety. Fastgrowth of infrastructure competitive rentals better connectivity and proximity toimportant commercial and industrial areas in the Mumbai Metropolitan region Thane’scommercial office sector expects significant gains in the coming years.


In 2015-16 your Company reported a decrease in rental income from `1065.54 lakhs inthe previous year to `613.31 lakhs in the year under review. Low revenue earnings in thissegment are mainly due to the impact of no rent fit out period in Thane One nonrenewal/termination of existing Licence agreements and stagnancy in rental income fromCompany’s property.

The Occupation certificate for the Company’s IT/ITES project Thane One was issuedby the Thane Municipal Corporation on December 31 2015.

Opportunities and Outlook:

Planned developments easy connectivity good infrastructural supports and workingclass residents have projected Thane as a viable option to corporate houses to relocatetheir offices in and around Thane. Competitive rentals and minimizing commuting timebetween office and home – walk to work concept –in Thane are viewed positivelyby the business entities. These developments coupled with overall improvement in theoffice space rentals and the convenient location of Thane One would contribute to yieldbetter rentals in Thane One office space activities.

Challenges and Concerns:

Delays in government approvals process and lack of a single-window clearance systemmainly hinder completion of projects as per the planned time schedule. Delay in completionof projects leads to escalation of total project cost vis a vis interest cost. High costof borrowings is also a major challenge to the real estate sector. Matching needs ofdemanding and cost conscious clients and to close such transactions is challenging in thegrowing and competitive office rental space.


The Indian media and entertainment sector grew 12% to reach $25.13 billion (`1.68trillion) in 2015 according to Pricewaterhouse Coopers (PwC)’s Global Entertainmentand Media Outlook 2016-20. This industry is expected to exceed US$ 40 billion by 2020growing at an average annual rate of 10.3% between 2016 and 2020. In terms of admissionIndia will remain the largest cinema market in the world till 2020 with a CAGR of 6.6%.


In 2015-16 the Company has entered into a strategic partnership with an Indian entityto produce a hindi film which is currently under production. Creating good content andowning intellectual rights are the areas identified by the company to meet the futureindustry requirement and to mitigate the challenges of the industry in order to expectgood returns in the future.

Opportunities and Outlook:

The Indian film industry is expected to touch US$3.4 billion by 2019 at a CAGR of 11.2per cent. Increasing digital screens and innovative screening of films are expected topropel the growth of the industry. Government’s policies like ease of doing businessand amending regulations to suit the requirements of the entertainment industry willfoster the growth of the sector. With these changing industry landscapes White Stripeswould evaluate projects including the strategic partnership with an internationalproduction house for the Company’s remake rights.

Concerns and challenges:

Considering the population and appetite for cinema India remains underserved in termsof multiplexes and screens in the country. Screen growth high tax structure and realestate prices are impacting the growth of the entertainment industry. Increasedcompetition from regional and foreign films and menace of piracy has been affecting therevenues of this industry. Unless the film fraternities join hand piracy shall remain anagging problem.

Treasury Operations:

As reported earlier the Company has been divesting its mutual funds and fixed depositsinvestments on need basis to meet the project cost of Thane One. In the year under reviewthe investment committee evaluated investment proposals in terms of the approvedprinciples and statutory regulation governing such investments. In 2015-16 the revenueearned from treasury operations dropped to `114.64 lakhs (Previous year `281.25 lakhs)mainly due to divestment of investment corpus.


The Company maintains appropriate internal control systems commensurating to its sizenature of operations reporting(s) and compliance with applicable laws and Company’sprocedures. The Company’s internal control systems are routinely tested and certifiedby Statutory as well as Internal Auditors. During the year under review theCompany’s Internal auditors M. M. Nissim & Co. Chartered Accountants conductedand reported the effectiveness and efficiency of these systems including the adherence ofprocedures as per the policies of the Company.

The Company has a well staffed experienced and qualified Finance Department who playsan important role in implementing and monitoring the internal control procedures andcompliance with statutory requirements. The Audit Committee and the Board of Directorsreviews the report(s) of the independent Internal Auditor at regular intervals along withthe adequacy and effectiveness of Internal Control systems and suggest improvements andcorrective actions.


The Company continues to focus on-the-job trainings competency building reward andretention programmes. Mapping competencies and performance management of employees areconducted through various innovative programmes for development and operational growth ofthe employees and the Company.

The Company conducts various relation building activities outside of routine jobresponsibilities with an objective to improve employees’ motivation and to reinforceemployer and employees trusting relationship.

Your Company in the financial year 2015-2016 closed with a stable headcount of 43personnel across all levels.

The provisions of Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (‘Rules’) read with Section 197 (12) of theAct is not applicable as no employee of the Company has received remuneration equivalentor exceeding the limits specified therein during the year under review.

The information required under Rule 5(1) of the aforesaid Rules read with Section 197(12) of the Act in respect of ratio of the remuneration of each director to the medianemployee’s remuneration and other details (collectively referred as ‘EmployeeInformation’) forms part of this report. However in terms of Section 136 of the Actthis report including financial statements is being sent to the members and othersentitled thereto excluding the Employees Information. Members can inspect the saidinformation at the Registered Office of the Company during business hours on any workingday (excluding Saturdays) up to the date of this 64th Annual General Meeting(AGM) or can obtain its copy by writing to the Company Secretary at the registered officeaddress of the Company.

Your Company continues to provide a safe working environment for its employees. TheCompany has framed a code on ‘Redressal of Grievances regarding sexualharassment’ and has constituted an ‘Internal Complaints Committee’ forredressal of grievances as per the provisions of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder. There were no cases / grievances reported or pending during the year under review.


Information Technology (IT) continues to support business operations in the Companythrough continued investment in the enterprise wide ERP platform including Data Reporting.The Company’s IT Team manages various locations with state-of-the-art technology andhas been incorporating new technologies into the system. In addition mobility solutionand support has played a key role in achieving improved deliverables in Company ’soperations and objectives. Your Company continues to drive resilience through targetedremediation of high risk operating systems applications and its related areas. AnnualApplication & Control audits are undertaken to ensure consistent remediation of anybusiness and process risks. Alongside the investment in technology the Company is alsoimproving its service management processes to prevent any defects in the IT environmentand to enable faster resolution of any such incidents with minimum business disruption.


In 2015-16 your Company has not accepted any fixed deposits and no principal orinterest is due to the public as on March 31 2016.


During the year under review the Company has received ‘Long Term’ Creditrating of ‘CRISIL BB+/Stable’ as reaffirmed by CRISIL. This rating reflectsmoderate risk of default regarding timely servicing of financial obligations.


Independent Directors:

The Independent Directors have made declarations to the Company confirming that theconditions of independence laid down in sub section 6 of section 149 of the Act andRegulation 25 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are duly complied.

Retirement by rotation:

Ms. Rajeshwari Datla (DIN – 00046864) retires by rotation at the Annual GeneralMeeting and being eligible offers herself for re-appointment. Brief profile of Ms.Rajeshwari Datla is provided on page no. 33 of this Annual Report.

Directors and Key Managerial Personnel:

No Director or Key Managerial Personnel resigned or was appointed during the year underreview.


The members in the 62nd AGM of the Company held on September 24 2014 approved theappointment of SRBC & Co. LLP Chartered Accountants (ICAI Firm Registration No:324982E/E300003) as Statutory Auditors of the Company to hold office from the conclusionof 62nd Annual General Meeting (AGM) until the conclusion of 65th AGM of theCompany in place of the retiring Auditors S.R. Batliboi& Associates LLP

Chartered Accountants (Firm Registration no. 101049W) subject to ratification by themembers at every AGM of the Company. SRBC & Co. LLP has expressed its willingness andconfirmed its eligibility to act as Statutory Auditors of the Company for the financialyear 2016-17. The qualifications made by the Auditors in their report and thejustification of the Board is provided in Page No. 39 of this Annual Report.


The Board of Directors has appointed Mr. V. N. Deodhar (Membership No. FCS-1880)Proprietor of V. N. Deodhar & Co. Practising Company Secretaries as SecretarialAuditor of the Company for the financial year 2015-16 as per the provisions of Section 204of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The Secretarial Auditor has submitted an unqualified report and is annexed to thisBoard’s report as Annexure IV. The Secretarial Audit report forms part of thisBoard’s report.


Pursuant to provisions of sub-section 5 of Section 134 of the Companies Act 2013 withrespect to Directors’ Responsibility Statement it is hereby confirmed that:

i) In the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

ii) Appropriate accounting policies have been selected and applied consistently andjudgments and estimates are made prudently and reasonably so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for the year under review;

iii) 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; iv)The annual accounts for the financial year ended March 31 2016 have been prepared on a‘going concern’ basis.

v) Proper internal financial controls are devised to ensure compliance with theprovisions of all applicable laws and that such internal financial controls were adequateand operating effectively.

vi) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.


The details forming part of the extract of the annual return is enclosed as Annexure IIto this Report and forms part of this Report.


Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulation 2015 yourCompany has adopted (a) Code of Conduct to regulate monitor and report trading byInsiders applicable to Promoters Promoter’s Group Directors and such DesignatedEmployees who are expected to have access to unpublished price sensitive information ofthe Company; and (b) ‘The Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information (UPSI)’ .

The aforesaid Codes are displayed on the Company’s websitei.e


The Nomination and Remuneration policy of the Company (‘Remuneration Policy’)inter alia lays down the criteria for (a) appointment and payment of remuneration toDirectors Key Managerial Personnel and senior management of the Company; (b) criteria forappointment of Independent Director; and (c) evaluation of performance of Directors.

The brief details of the Remuneration Policy including the manner in which evaluationof Directors is conducted are provided in the Corporate Governance report as annexed tothis report. The Remuneration Policy can be viewed at Company’s website at


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 as on March 31 2016 are as follows:

Particulars Amount
( Rs in lakhs)
Loans given 13
Investment made 268
Corporate Guarantee given -


All related party transactions entered into during the year under review were on armslength basis and in the ordinary course of business. During the year under review theCompany has not entered into any material related party transaction. In view of thisdisclosure in form AOC-2 is not applicable to the Company.

The brief details of the Company’s policy on dealing with Related Partytransactions (RPT Policy) are covered in Corporate Governance report. The RPT policy canbe viewed at the Company’s website at http:// Company-Policies.html


(A) Conservation of energy and Technology absorption

Information in accordance with provision of Section 134(3)(m) of the Act with respectto Conservation of energy and technology absorption is not applicable to the presentactivities of the Company.

(B) Foreign Exchange Earnings and Outgo

During the year under review there were no Foreign Exchange earnings. Foreign Exchangeoutgoings are provided in Note No. 38 to the Financial Statements.


Pursuant to Regulation 4 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Corporate GovernanceReport along with the Corporate Governance Certificate issued by Mr V. N. Deodhar(Membership No. FCS-1880) Proprietor of V.N. Deodhar & Co Practising CompanySecretaries is provided in Annexure III and forms part of their Report.

Details of number of Board meetings composition of the Audit Committee details ofrisk management policy and establishment of Vigil Mechanism as required under theCompanies Act 2013 are provided in the Corporate Governance Report.


The Annual Report on CSR as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure - 1 and forms an integral partof this Report.


There was no change in business and in the nature of business of your Company duringthe year under review.


There was no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company’s operations during the yearunder review.


Your Directors would like to express their appreciation to the employees of the Companyat all levels members bankers financial institutions regulatory bodies and otherbusiness associates for their support during the year under review.


Statements in the Management Discussion and Analysis describing the Company’sobjectives projections estimates expectations or predictions and/or in this report maybe ‘forward-looking statements’ within the meaning of applicable laws andregulations. The actual results may differ materially from those expressed in thestatements.

For and on behalf of the Board of Directors

Sanjay Buch


Registered Office :

‘DIL’ Complex

Ghodbunder Road Majiwada

Thane (West) – 400 610

Maharashtra India.

August 12 2016.