The Members of
Parenteral Drugs (India) Limited
The Directors of your Company are pleased to present the 32nd Annual Reporttogether with the audited financial statement of the company for the financial year ended31st March 2016.
FINANCIAL RESULTS AND THE STATE OF COMPANYS' AFFAIRS
The company's standalone financial performance for the year ended 31stMarch 2016 is summarized below:
|Particulars ||F.Y. ||F.Y. |
| ||2015- 16 ||2014-15 |
|Sales and Other Income ||15068.71 ||17658.98 |
|Profit /(Loss) before Interest Depreciation & Tax ||(4549.14) ||1340.80 |
|Less: || || |
|Finance cost ||5800.54 ||5917.33 |
|Depreciation and Amortization ||1706.40 ||2385.06 |
|Provision for Taxation ||- ||- |
|Deferred Tax Liabilities/(Assets) ||(1261.27) ||(1594.09) |
|Tax adjustment for the previous year ||0.00 ||0.25 |
|Profit /(Loss) after Interest Depreciation & Tax ||(10794.83) ||(5367.76) |
|Less: Provision for Investment ||54.44 ||40.72 |
|Net Profit/(Loss) ||(10849.28) ||(5408.48) |
|Balance brought forward from previous year ||(18764.02) ||(13355.53) |
|Surplus/(Deficit) ||(29613.30) ||(18764.02) |
|Appropriations: || || |
|Transferred to General Reserve ||- ||- |
|Proposed Dividend ||- ||- |
|Tax on Distributed Profit ||- ||- |
|Minority Interest ||- ||- |
|Balance carried to Balance Sheet ||(29613.30) ||(18764.02) |
|Earnings per share (EPS of Face Value of Rs. 10/-) ||(36.39) ||(18.14) |
The income from operations for the year under review was Rs. 150.68 crores as againstRs. 176.58 crores in the previous year. The Company recorded a loss before interestdepreciation and tax of Rs.45.49 crores during the year as against profit before interestdepreciation and tax of Rs. 13.41 crores in the previous year and recorded a loss afterinterest depreciation and tax of Rs. 108.49 crores during the year as against a loss ofRs. 54.08 crores during the previous year. The loss was due to overall liquidity crunchbeing faced by the company resulting in low turnover productivity and higher costs.
A review of the performance during the year is given under the section ManagementDiscussion and Analysis Report as stipulated under regulation 34(3) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 in a separate section which forms part of the Annual Report.
The Board conveys its inability to recommend any dividend for the year under review.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of section 134 of the Companies Act 2013 andapplicable accounting standards the audited consolidated financial statement are providedin the Annual Report.
CHANGES IN CAPITAL STRUCTURE
Issue of Preference Shares
During the year under review the company has allotted 2500000 0% Non-CumulativeNon-Convertible Redeemable Preference Shares of Rs. 10/- each at a price of Rs. 120/-(Rupees One Hundred and Twenty Only) at a premium of Rs. 110/- (Rupees One Hundred and TenOnly) each for consideration other than cash on private placement basis which are liableto be redeemed within a period not exceeding twenty years to M/s. Anitas Exports PrivateLimited a promoter group company. As a result of this the issued subscribed and paid-uppreference shares has increased from 10537898 shares to 13037898 shares as at 31stMarch 2016 for which the company has reclassified the unissued Authorised PreferenceShare Capital of the company.
The process of demerger as initiated with an objective to bring in a financial investorin the pharma operations has been dropped due to subsequent developments making thedemerger inviable.
As on the date of the report the Company has 5 (five) Indian subsidiaries:
Infutec Healthcare Limited (Formerly: Goa Formulations Limited) a material non listedIndian Subsidiary Parenteral Biotech Limited Parenteral Impex Limited Abhay DrugsLimited and Anjaney Pharmaceuticals Limited.
During the year under review the company has disinvested its equity investment in twosubsidiary companies namely Parentech Healthcare Limited and Parenteral Surgicals Limited.
A report on the performance and financial position of each of the subsidiary company asper the Companies Act 2013 is annexed to the Consolidated Financial Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Govind Das Garg (DIN:00520067) Whole-Time Director of the company is liable toretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
Brief resume of Shri Govind Das Garg (DIN:00520067) nature of his expertise inspecific functional areas and names of companies in which he holds directorship/membership/chairmanship of Board/Committees as stipulated under regulation 36 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 has been stated in the report of Corporate Governance and the same isforming part of this Annual Report.
The Company has received declarations from all the Independent Directors of the companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of section 149 of the Companies Act 2013.
The company has devised a policy for performance evaluation of Independent DirectorsBoard committees and other individual directors which include criteria for performanceevaluation of the non-executive and executive directors. The Company's policy ondirectors' appointment and remuneration and other matters provided in section 178(3) ofthe Act has been disclosed in the corporate governance report which forms part of thisreport.
Ms. Aradhana Kulkarni is the Company Secretary and Compliance Officer of the company.
Your company believes corporate governance is at the core of stakeholder satisfaction.your company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out by SEBI. Your company has alsoimplemented several best corporate governance practices as generally prevalent. the reporton corporate governance as stipulated under regulation 27 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 is formingpart of this annual report. the requisite certificate from a practicing charteredaccountant confirming compliance with the conditions of corporate governance as stipulatedunder the aforesaid regulation is enclosed with this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financialyear with the related parties were in the ordinary course of business and at an arm'slength basis. The company's major related party transactions are generally with itssubsidiaries. The related party transactions are entered on considerations such as synergyin operations sectoral specialization liquidity and capital resources of subsidiaries.During the year the company had entered into contract / arrangement / transaction withInfutec Healthcare Limited (Formerly: Goa Formulations Limited) wholly owned subsidiaryof the company which is considered as material related party in accordance with the policyof the Company on materiality of related party transactions. The details of materialrelated party transactions are mentioned in Form No. AOC-2 as Annexure-I to this report.The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's weblinkhttp://www.pdindia.com/docs/policvondealingwithrelatedpartvtransactions.pdf .
Your Directors draw attention of the members to Note No. 31 to the financial statementwhich sets out related party disclosures as per AS-18.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as stipulated under regulation 34(3) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 of the listing agreement with the stock exchanges in India is presentedin a separate section which forms part of this annual report.
AUDITORS AND AUDITORS' REPORT
M/s. T.N. Unni & Co. Chartered Accountants Statutory Auditors of the Companybearing Firm Registration No. 004890C are retiring at the ensuing annual general meetingof the company and are proposed to be re-appointed as the statutory auditors of thecompany from the conclusion of the ensuing annual general meeting till the conclusion ofthe next annual general meeting of the company.
As required under section 139 of the Companies Act 2013 the company has obtained awritten consent from M/s. T.N. Unni & Co. Chartered Accountants to theirre-appointment and also a certificate to the effect that their re-appointment if madewould be in accordance with the provisions of section 139(1) and section 141 of theCompanies Act 2013 and rules made thereunder as may be applicable.
The report of the Statutory Auditors does not contain any qualification reservationadverse remark or disclaimer and the same is self explanatory and do not call for anyfurther comments from the Board.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board had appointed M/s. Archna Maheshwari & Co. Practicing Company Secretaryto conduct Secretarial Audit of the company. The Secretarial Audit Report for thefinancial year ended 31st March 2016 is annexed herewith as Annexure-II tothis report. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.
Pursuant to the provisions of section 148 of the Companies Act 2013 read with theCompanies (Cost Audit and Records) Rules 2014 M/s. A. Goyal & Co. Cost AccountantsJaipur were appointed as Cost Auditors of the Company subject to the ratification oftheir remuneration for the financial year 2016-17 by the members of the company.
Report of the Cost Auditor in respect of Cost Audit for the year under review would befiled with the Central Government in due course of time.
The Company believes in the concept of human empowerment. It firmly believes that humanresource is the most important asset of the organization and the same can be appreciablyseen in the continuity in survival of the company inspite of all odds. During the yearthe company continued its efforts aimed at improving the human resource policies andprocesses to enhance its performance. During the year under review the industrialrelations continued to be cordial.
The Risk Management Committee constituted by the Board of Directors of the Company hasformulated a Risk Management Policy. The Committee has devised a plan of action for theimplementation of policy in line with the best industry practices and is committed toadopt standard practices for assessment of risk and its minimization through constantreporting and review in various functional areas of the Organization.
All the assets of the company including buildings machineries fixtures and otherfixed assets stocks raw-materials work in progress finished goods etc. have beenadequately insured.
Your Company's products and processes are developed in accordance with strictly definedrules to ensure safety and health of workers as well as the environment.
However the provisions of regulation 21 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 related to RiskManagement Committee are not applicable to the company as the same are applicable to top100 listed entities determined on the basis of market capitalisation as at the end of theimmediately preceeding financial year.
The company has not accepted deposits during the year under review as covered underChapter V of the Companies Act 2013 or otherwise. No amount has remained unpaid orunclaimed as at the end of the year therefore there is no default in repayment ofdeposits or payment of interest thereon during the year under review.
The amount transferred by the Company in separate bank account towards payment to theshareholders is lying unclaimed in some cases. The shareholders who have not claimedtheir dividend up till now are requested to immediately approach the Registrar and ShareTransfer Agent of the Company for claiming their dividend.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO
Particulars pertaining to the conservation of energy technology absorption and foreignexchange earnings & outgo as prescribed under section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed as Annexure-III and the sameare forming part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there areno employees drawing remuneration in excess of the limits set out in the said rules. Theother disclosures are annexed as Annexure-IV to this report.
The equity shares of the Company are listed on The Bombay Stock Exchange Limited andThe National Stock Exchange of India Limited. There are no arrears on account of paymentof listing fees to the stock exchange(s).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134 of the Companies Act 2013 with respect tothe Directors' Responsibility Statement it is hereby confirmed that:
(i) in the preparation of annual accounts for the year ended 31st March2016 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;
(ii) the Directors have selected such 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 as at the end of the financial year endedon 31st March 2016 and of the profit and loss of the Company for the financialyear ended 31st March 2016;
(iii) the Directors have 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) the Directors have prepared the annual accounts for the financial year ended 31stMarch 2016 on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively;
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
i. There is no change in the nature of business of the company during the year underreview.
ii. The composition of the Audit Committee of the company as provided under corporategovernance report is forming part of this report. Further all the recommendations madeby the Audit Committee were accepted by the board.
iii. The details of establishment of Vigil Mechanism for directors and employees of thecompany have been provided under the report of Corporate Governance.
iv. There are no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year to which thefinancial statements relate and the date of the report.
v. There have been no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
vi. The internal financial controls with reference to the financial statement of thecompany are adequate and commensurate to the size of the company.
vii. The extract of Annual Return of the company is annexed herewith as Annexure-V tothis report.
viii. The Board of Directors met 7 (seven) times during the financial year 2015-16. Themaximum time gap between 2 (two) consecutive meetings did not exceed one hundred andtwenty days. The details of the date(s) on which the meetings were held are given in theCorporate Governance Report forming part of the Annual Report.
ix. During the year under review the Company has neither given any guarantee orprovided any security except the guarantee or security given in previous financial yearsin connection with a loan to any other body corporate or person nor invested any fund inthe securities of any other body corporate or extended loan to any company. However thecompany continued the Corporate Guarantee already extended to Parenteral SurgicalsLimited a group company.
x. During the year under review the company had no profits and therefore the companydoes not propose to carry any amount to its reserves.
xi. The provisions of section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 related to Corporate SocialResponsibility are not applicable as the company does not meet the criteria specifiedtherein.
xii. Neither the Managing Director nor the Whole-Time Directors of the company are inreceipt of any remuneration or commission from any of its subsidiaries.
xiii. As reported by the statutory auditors of the company there are no frauds whichare reportable to Central Government under section 143(12) of the Companies Act 2013.
xiv. The company is not required to give any disclosure under the provisions ofsub-section (3) of section 67 of the Companies Act 2013.
xv. No cases of sexual harassment were reported during the financial year under review.
The Directors would like to express their appreciation for the assistance andco-operation received from Bankers Government authorities customers and vendors duringthe year. Your directors also wish to place on record their deep sense of appreciation forthe committed services of executives staff and workers of the company.
|Place: Indore ||FOR AND ON BEHALF OF THE BOARD |
|Date: 12th August 2016 || |
| ||Manohar Lal Gupta |
| ||Chairman |
| ||(DIN:00040784) |