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DIL Ltd.

BSE: 506414 Sector: Health care
NSE: N.A. ISIN Code: INE225B01013
BSE 00:00 | 22 Jun 3926.20 108.50






NSE 05:30 | 01 Jan DIL Ltd
OPEN 3937.70
52-Week high 4008.55
52-Week low 590.00
Mkt Cap.(Rs cr) 899
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3937.70
CLOSE 3817.70
52-Week high 4008.55
52-Week low 590.00
Mkt Cap.(Rs cr) 899
Buy Price 0.00
Buy Qty 0.00
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 65th Annual Report along with theAudited financial statements for the financial year ended March 31 2017.


(Amount - Rs in Lakhs)

2016 - 2017 2015 - 2016 2016 - 2017 2015 - 2016
Total Revenue 3104.41 728.14 19197.17 15606.22
Total Expenditure 2592.74 1649.48 17483.37 14910.14
Profit / (loss) before extraordinary items and tax 511.67 (921.34) 1713.80 696.08
Prior period adjustment 16.15 33.22
Profit before tax (‘PBT') 495.52 (921.34) 1680.58 696.08
Less : Provision for tax (including deferred tax) (32.75) (7.62) 255.67 424.82
Profit after tax (‘PAT') 462.77 (913.72) 1424.91 271.26
Minority interest (267.64) (329.81)
Share of interest in profit/(loss) of associates (147.47) (54.87)
Profit for the year 462.77 (913.72) 1009.80 (113.42)
Balance brought forward 2723.56 3706.28 5806.36 5988.78
Balance for appropriations 3186.33 2792.56 6816.16 5875.36
Proposed Dividend * (57.33) * (57.33)
Dividend Distribution Tax * (11.67) * (11.67)
Balance in Statement of Profit and Loss account 3186.33 2723.56 6816.16 5806.36

* Dividend at the rate of 25% (Rs 2.50 per equity share of Rs 10 each) after close ofbalance sheet date as proposed by the Board of Directors subject to approval ofshareholders.


In financial year 2016-17 (‘FY 2016-17') the Revenue on a Standalone basis showeda substantial growth aggregating to Rs 3104.41 lakhs compared to Rs 728.14 lakhs in theprevious financial year 2015-16 (‘FY 2015-16'). Profit after tax grew to Rs 462.77lakhs in FY 2016-17 as against a loss of Rs(913.72) lakhs in FY 2015-16.

On a consolidated basis the Company revenue increased by 23% to Rs 19197.17 lakhs inFY 2016-17 as compared to Rs 15606.22 lakhs in FY 2015-16. Profit after tax for FY2016-17 was Rs 1424.91 lakhs as against

Rs 271.26 lakhs in FY 2015-16.

Your Directors propose to retain Rs 462.77 lakhs in the Statement of Profit and Loss asbalance carried to the Balance sheet for the FY 2016-17. No amount was transferred to theGeneral Reserve for the said financial year.


Your Directors are pleased to recommend an equity dividend of Rs 2.50 per equity share(25%) of Rs 10 each in FY 2016-17 (Previous year Rs 2.50 per equity share). The equitydividend if approved by the Members at the 65th Annual General Meeting(‘AGM') will result in a cash outflow of Rs 69 lakhs including dividend distributiontax.


The consolidated financial statements of the Company for FY 2016-17 include financialsof its subsidiaries joint venture entities and associate companies (collectively referredas ‘Subsidiaries/ Associates') i.e. Fermenta Biotech Limited Fermenta Biotech (UK)Limited G.I. Biotech Private Limited Aegean Properties Limited CC Square Films Limited(Subsidiaries) Vasko Glider s.r.o. and Agastya Films LLP (joint venture entities); Healthand Wellness India Private Limited and Zela Wellness Private Limited (associatecompanies). The consolidated financial statements of the Company and its Subsidiaries/Associates entities are prepared in accordance with the relevant Accounting Standards (AS)i.e. AS 21 AS 23 and AS 27 issued by the Institute of Chartered Accountants of Indiaprovisions of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘SEBI Listing Regulations') and theCompanies Act 2013 (‘Act') shall form part of this Annual Report.


The individual financial statements of the Company's Subsidiaries/ Associates have notbeen attached to the financial statements of the Company for FY 2016-17. The financialinformation of the Company's Subsidiaries/ Associates provided in this section may be readalong with the information provided under the heading ‘Consolidated FinancialStatements' in this report. In accordance with the provisions of section 129 (3) of theAct read with Rule 5 and Rule 8 of the Companies (Accounts) Rules 2014 [as amended fromtime to time] a separate statement containing salient features of the financialstatements of Company's Subsidiaries/ Associates in Form AOC I is attached to this Board'sreport as Annexure II and forms part of this Board's report.

The financial statements of the Company's Subsidiaries/ Associates will be kept openfor inspection at the registered office of the Company from 10.00 a.m. to 5.00 p.m. onall working days i.e. Monday to Friday up to the date of the 65th AGM of the Company.

During the year under review no company has become or ceased to be a subsidiary jointventure entity or associate company. However the High Court in Prague Czech Republicpassed an order dated June 12 2017 for dissolution of Vasko Glider s.r.o.

The standalone and consolidated financial statements of the Company along with thefinancial statements of the Company's Subsidiaries/ Associates have been uploaded on thewebsite of the Company ( Members interested in obtaining copies of the annualfinancial statements of each of the Company's Subsidiaries/ Associates may write to theCompany Secretary at the registered office address of the Company.


The operations of your Company during FY 2016-17 mainly include:

a. Ongoing Strategic investments in pharmaceuticals and wellness management;

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

c. Property rentals and production of motion pictures.

This MD&A section as discussed below includes the management perspective andoperational performance of the company & its subsidiary -Fermenta Biotech Limited(FBL).


Industry Perspective:

In terms of Gross Domestic Production India's economic growth registered 7.10% in theFY 2016-17 as against 7.60% in the previous fiscal year mainly due to overall economicconditions and demonetization. With the implementation of various economic measures andbalanced budget of 2017-18 by the Government the growth of Indian economy is poised toimprove in due course.

India's pharmaceutical sector accounts approximately 2.40% of the global pharmaceuticalindustry by value and 10% by volume. By 2020 India is likely to be among the top leadingpharmaceutical markets by incremental growth and in size globally. The global Vitamin D3market is estimated at US$ 1.80 billion by 2017 -18 growing at CAGR of 11% till 2020.


In FY 2016-17 FBL on a standalone basis recorded a revenue of Rs 16131.33 lakhs [Rs14973.46 lakhs in the previous year]. Profit after tax was Rs 989.29 lakhs in FY 2016-17compared to Rs 1188.92 lakhs for FY 2015-16.

FBL on a consolidated basis recorded revenue o f Rs 16131.32 lakhs in FY 2016-17(Previous year

Rs 14974.60 lakhs). The profit after tax was

Rs 957.94 lakhs in FY 2016-17 as against Rs 1180.76 lakhs in the previous year.

Opportunities and Outlook:

Analysts forecast the API market in India to grow at a CAGR of 10.76% over the period2014-19. Low cost of production and R&D expenditures coupled with affordable healthcare better health insurance coverage and increased number of drug master filings fromIndia being registered in the US are positive indications for Indian APIs to emerge as aleading global player. The Vitamin D3 domestic formulation market reported double-digitgrowth in a market estimated more than Rs 500 Crore. Various initiatives undertaken bycountries globally to ensure Vitamin D fortification of essential food and beverageproducts will lead to increase demand in terms of Vitamin D sourced from globallyrecognized manufacturers such as FBL.

Between 2016 and 2021 the global biotechnology revenue is estimated to rise to US$314.7 billion due to larger global investments in biotechnology and a growing geriatricpopulation in developed economies. The biotechnology industry in India is growing at aCAGR of 20%. With the growth likely to continue the Indian biotechnology industry isexpected to touch to US$ 11.6 billion by 2017 driven by a range of factors such asgrowing demand intensive R&D activities and strong government initiatives. Indiaconstitutes around 8% of the total global generics market by volume indicating a hugeuntapped opportunity in the sector.

Estimated at a market size of over $4 billion the Indian water and wastewater marketis growing at a steady rate of 10-12 percent every year. The waste management sector inIndia has the potential to be worth US$13 billion by 2025 driven by the initiatives ofthe government.

Challenges and concerns

India has the potential of becoming the leading global innovation hub for biotech andpreferred outsourcing destination for contract research and manufacturing for the worldmarket. However various initiatives undertaken by our South Asian competitor is steeringthese advantages in their favour especially in terms of business friendly regulatorypolicies and infrastructure opportunities. Gaps in infrastructure policy measures andfunding are the primary challenges in the Indian biotechnology industry. Unless theseshortcomings are addressed by the Government in a deft manner the potential of Indiabeing a global biotech innovation hub will not be achieved.

Export of APIs is often influenced by several factors like strict regulatory standardsacross countries which sometimes result in moderating their production costs and improvecompetitiveness high standards of plant and regulatory scrutiny. Besides requirements ofcustomers are increasingly demanding and matching with low priced APIs of our South Asiancompetitor are other challenges.

Flawed disposal system unplanned structure and non-compliance of acceptedspecifications are the contributing factors for dismal waste water management system inIndia. Amongst other weak enforcement of environmental laws is a major concern for waterpollution vis a vis waste water management.

In the backdrop of changing economic conditions business opportunities and challengesFBL is adapting to current market dynamics and positioning itself for growth throughportfolio transformation cost-optimisation measures and sharpened focus on qualityparameters and geographic markets.


Industry Perspective:

Over the past few years the real estate industry has been steadily contributing to thegrowth of Indian economy and has emerged as one of the largest employment provider. Thereal estate industry also witnessed a significant growth in the private equity investmentsespecially in the year 2016-17 and the industry is expected to grow to US$ 180 billion innext three years. With the introduction of new legislation like the Real Estate(Regulation & Development) Act 2016 (‘RERA') and initiatives reflected in theUnion budget 2017-18 the Government intentions are clear to achieve transparency boostrobust growth to attract more foreign direct investments and to enhance operationalefficiencies in this sector.


The Directorate of Industries District Industries Centre Thane has granted IT/ITESregistration certificate to your company's first IT/ITES building Thane One on May 192017. The recognition of Thane One as a registered IT/ ITES building is a reflection ofyour Company's perseverance and commitment to provide facilities to the occupants of ThaneOne to carry out their operations in a more efficient manner. As on the date of thisreport your company has successfully completed registration of approximately 80% of therental space of Thane One to various multi-national and leading Indian entities.

In FY 2016-17 your Company reported a rental income of Rs 589.19 lakhs as against Rs613.31 lakhs in the previous year. Drawn out processes of finalization of prospectiveoccupants and its successful closure of license agreements and no rent fit out periodgranted to new licensees in Thane One building were key reasons for the drop in the rentalincome in FY 2016-17.

Opportunities and Outlook:

The initiatives and development of IT/ITES industry undertaken by the Government ofMaharashtra has been seen as decisive thrust area for Maharashtra and the IT/ITES sector.Infrastructure fiscal incentives supportive policies and industry friendly regulationsare the driving factors for the growth of IT/ITES industry thus making Maharashtra apreferred destination for investment in IT/ITES industry.

In the past few years Mumbai's realty sector is facing ‘high pricing and lowsales' market conditions. As an off shoot Thane is emerging as a preferred and viablealternative for back office service and technology entities. Proposed expansions of roadinfrastructure projects in Thane will further improve the connectivity between eastern andwestern highways (of Mumbai) and Navi Mumbai. Large working class population betterconnectivity to Mumbai and Navi Mumbai viable alternative to Mumbai's high realty costbetter infrastructures are the deciding factors for making Thane a preferred destinationfor IT/ITES including banking financial services and insurance entities.

Challenges and Concerns:

The real estate industry faced temporary challenges to meet newly introducedlegislations like the RERA and demonetization. Corporates opting for budget friendlylocations is a concern to keep the office space sector buoyant in Thane. Due to rapidautomation of office operations and co–working options the demand for employees andoffice space is posing new challenges.


In terms of revenue the film industry had gross box office collections of $2.10billion which is expected to grow at 11% Compound Annual Growth Rate (CAGR) reaching $3.7billion by 2020. In 2016-17 the film sector saw a growth of 3% to reach Rs 142.3 billion.


In FY 2016-17 White Stripes the entertainment division of your Company completed theproduction of a Hindi film which is a joint venture with a leading production house. YourCompany is in the process of collaborating with a distribution company to release theHindi film by this year. Your Company continues to hold onto the strategic alliance withan international distribution company for the remake of a Hindi film project.

Opportunities and Outlook:

The Films segment is expected to bounce back and is forecasted to grow at a CAGR of 7.7% between 2017 and 2021 as the revenue streams broaden with the expansion of overseasmarkets increase in the depth in regional content and rise in acquisitions of digitalcontent by Over-the-Top (OTT) platforms which will offset this decline and is expected todrive growth in the future. The Company is mainly looking to produce films with goodcontent and to expand itself in the digital space in order to expect good returns in thefuture.

Concerns and challenges:

Despite being the largest film industry in the world in terms of number of filmsproduced every year the Indian film industry lags behind other countries in terms ofrevenues. The Indian film industry needs to scale up film tourism skill enhancementupdating current technology and countering piracy to achieve growth and profitability inthe coming years.


Internal Controls Systems including internal financial control are an integrated partof the risk management process. Major risks identified by the management and businessfunctions are systematically addressed through mitigating actions on a continuing basis.In order to identify and mitigate risks your Company has developed and implemented riskmanangement policy and maintains adequate internal control systems commensurate with itssize nature of operations reporting(s) and compliance with applicable laws and Company'sprocedures. During the year under review the Company's Internal auditors M. M. Nissim& Co. Chartered Accountants conducted and reported the effectiveness and efficiencyof these systems including the adherence to procedures as per the policies of the Company.

The Company has a well-staffed experienced and qualified finance department whichplays an important role in implementing and monitoring the internal control procedures andcompliance with statutory requirements. The Audit Committee and the Board of Directorsreview 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 wherever necessary.


The Company enjoys cordial relation with its employees across all locations.

The provisions of Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (‘Rules') read with Section 197(12) of the Act arenot applicable as no employee of the Company has received remuneration equal to orexceeding 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 Act thisreport including financial statements is being sent to the Members and others entitledthereto excluding the Employees Information. Members can inspect the said information atthe Registered Office of the Company during business hours on any working day i.e. Mondayto Friday up to the date of this 65th AGM or can obtain its copy by writing tothe Company Secretary at the registered office address 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 Sexual Harassment'and has constituted an ‘Internal Complaints Committee' for redressal of grievances asper the provisions of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules made thereunder. There were no cases / grievancesreported or pending during the FY 2016-17.


Information Technology (IT) continues to support business operations in the Companythrough continued investment in the enterprise wide ERP platform. The Company's IT Teammanages Company's various locations with state-of-the-art technology and has beenincorporating new technologies into the system. In addition mobility solution and supporthas played a key role in achieving improved deliverables in Company's operations andobjectives. Your Company continues to drive resilience through targeted remediation ofhigh risk operating systems applications and its related areas. Annual Application &Control Audits are undertaken to ensure consistent remediation of any business and processrisks. Alongside the investment in technology the Company is also improving its servicemanagement processes to prevent any defects in the IT environment and to enable fasterresolution of any such incidents with minimum business disruption. Your Company has alsoensured that the GST related readiness is complete on the technology before the scheduleddate.


In FY 2016-17 your Company has not accepted any fixed deposits and no principal orinterest remains unpaid or unclaimed as on March 31 2017.


During the year under review the Company has received ‘Long Term' Credit ratingof ‘CARE BB+/Stable' as reaffirmed by CARE. This rating reflects moderate risk ofdefault regarding timely servicing of financial obligations.


Independent Directors:

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 SEBI Listing Regulations are duly complied.

Retirement by rotation:

Mr. Satish Varma (DIN – 00003255) retires by rotation at the 65th AGMand being eligible offers himself for reappointment. Brief profile of Mr. Satish Varma isprovided on page no. 28 of this Annual Report.

Key Managerial Personnel:

Mr. Sumesh Gandhi (CA Membership no. 107491) has been appointed as Chief FinancialOfficer (Key Managerial Personnel) as per provisions of the Act in place of Mr. Keshav H.Kashid (CA Membership no. 17362) who has been designated as President – Finance ofthe Company both effective from February 16 2017.


Details of the annual performance evaluation have been provided in the CorporateGovernance Report attached as Annexure III to this Board's report.


Under Section 139 of the Act and rules made thereunder it is mandatory to rotate theStatutory Auditors of the Company on completion of the maximum term permitted under thesaid Section.

Provisions of section 139 of the Act read with rule 6 of the Companies (Audit andAuditors) Rules 2014 restrict reappointment of SRBC & Co. LLP Chartered Accountants(Firm Registration no. 324982E/E300003) as Statutory Auditors of the Company for thefinancial year 2017-18 i.e. in view of the restriction mentioned in rule 6 of the saidRules regarding number of consecutive years for which an audit firm has been functioningas statutory auditors of a company. Accordingly SRBC & Co. LLP is not eligible forreappointment as Statutory Auditors of the Company for the financial year 2017- 18.

Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration No:117366W/W-100018) has expressed its willingness to be appointed as Statutory Auditors ofthe Company and to hold office from the conclusion of this 65th AGM until theconclusion of 70th AGM of the Company in place of the retiring Auditors SRBC& Co. LLP subject to ratification of their appointment by the Members at every AGM ofthe Company during the above term.


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 FY 2016-17 as per the provisions of Section 204 of the Act readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

The Secretarial Auditor has submitted an unqualified report as annexed to this Board'sreport as Annexure IV and forms part of this Board's report.


Pursuant to provisions of sub-section 5 of Section 134 of the Act with respect toDirectors' Responsibility Statement it is hereby confirmed that:

i) In the preparation of the annual accounts for the financial year ended March 312017 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 2017 have been preparedon 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 extract of the annual return in form MGT-9 is enclosed to this Board's Report asAnnexure I and forms part of this Board's 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 website i.e.


In terms of Section 134 and 178 of the Act Company's Nomination and RemunerationPolicy (‘Remuneration

Policy') is annexed to this Board's report as Annexure V and is also available onCompany's website at http:/ /


The Company has not given any loans or guarantees or made investments covered under theprovisions of Section 186 of the Act during FY 2016-17.


All related party transactions entered into during FY 2016-17 were on an arm's lengthbasis and in the ordinary course of business. During FY 2016-17 the Company has notentered into any material related party transaction. In view of this disclosure in formAOC-2 is not applicable.

The brief details of the Company's policy on dealing with Related Party transactions(RPT Policy) are covered in Corporate Governance report. The RPT policy is available onCompany's website at http:// Company-Policies.html


(A) Conservation of energy and Technology absorption-

Information with respect to Conservation of energy and technology absorption is notapplicable to the present activities of the Company.

(B) Foreign Exchange Earnings and Outgo-

During FY 2016-17 there were no foreign exchange earnings. Details of foreign exchangeoutgoings are provided in Note no.38 to the Financial Statements.


Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations theCorporate Governance Report along with the Corporate Governance Certificate issued by MrV. N. Deodhar (Membership No. FCS-1880) Proprietor of V. N. Deodhar & Co. PractisingCompany Secretaries is provided as Annexure II and forms part of this Report.

Details of number of Board meetings composition of the Audit Committee andestablishment of Vigil Mechanism as required under the Act are provided in the CorporateGovernance Report.


No CSR spending was required in FY 2016-17 in terms of Section 135 of the Act. Hencedisclosure is not applicable as per Companies (Corporate Social Responsibility Policy)Rules 2014.


There was no change in business and in the nature of business of your Company duringthe FY 2016-17.


There was no order passed by the Regulators or Courts or Tribunals impacting the goingconcern status and Company's operations during FY 2016-17.


During the FY 2016-17 the Company shifted its registered office to A-1601 Thane One‘DIL' Complex Ghodbunder Road Majiwade Thane (West) - 400 610 Maharashtra Indiaalong with all statutory registers records and documents with effect from January 22017.


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
August 11 2017.
Registered Office :
A-1601 Thane One
DIL Complex
Ghodbunder Road Majiwade
Thane (West) – 400 610
Maharashtra India.