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Gufic BioSciences Ltd.

BSE: 509079 Sector: Health care
BSE 00:00 | 18 Jun 125.55 -1.55






NSE 00:00 | 18 Jun 125.45 -1.05






OPEN 125.60
VOLUME 10107
52-Week high 164.35
52-Week low 64.25
P/E 64.06
Mkt Cap.(Rs cr) 972
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 125.60
CLOSE 127.10
VOLUME 10107
52-Week high 164.35
52-Week low 64.25
P/E 64.06
Mkt Cap.(Rs cr) 972
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gufic BioSciences Ltd. (GUFICBIO) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting the 33rd Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2017.


The financial performance of the Company for the year ended March 31 2017 is summarized below :
Rs. in Lakhs
Particulars 2016-17 2015-16
Total Revenue 25023.32 20286.01
Total Expenses 23221.58 19250.19
Profit Before Interest Tax Depreciation and Amortization (PBITDA) 2794.59 2034.62
Profit After Tax (PAT) 1141.35 732.43
Transfer to General Res. 134.71 134.71
Earning Per Share (EPS) 1.48 0.95


During the year under review the total revenue increased to Rs. 25023.32 lakhs incomparison to the previous year revenue of Rs. 20286.01 lakhs and net profit after taxincreased to Rs.1141.35 lakhs from Rs. 732.43 lakhs in previous year.

During the year under review your Company has posted a growth in terms of revenue by23.35 % and profit after tax by 55.83 %. Your Company experienced success by achieving thetarget of Rs. 250 crores total revenue as on March 31 2017.

The EBITDA of your Company increased from Rs. 2034.62 lakhs to Rs. 2794.59 lakhs thusexperiencing growth of 37.35 %. Your Company strives to ensure overwhelming results yearafter year.


During the financial year 2016-17 Rs.134.71 Lakhs was transferred to General Reserve.


Your Directors are pleased to recommend an Equity Dividend of Rs. 0.05 (5%) per equityshare of Rs..1 each for the financial year ended March 31 2017 subject to the approvalof the shareholders at the ensuing Annual General Meeting.

The dividend payout for the year under review has been formulated in accordance withthe Company's policy to pay sustainable dividend linked with long term growth objectivesof the Company to be met by internal cash accruals.


The paid up equity capital as on March 31 2017 was Rs. 773.50 Lakhs. During the yearunder review the company has not issued any shares with differential voting rights norgranted stock options nor sweat equity nor made any provision of money for purchase of itsown shares by employees or by trustees for the benefit of employees.

The Board of Directors of the Company had approved scheme of amalgamation of M/s. GuficStridden Bio-Pharma Private Limited a private limited Company registered under theCompanies Act 1956 with the Company. The Company received Observation Certificate fromthe Stock exchanges in which the shares of the Company are listed viz. Bombay StockExchange and National Stock Exchange. The Company is in the process of applying to theNational Company Law Tribunal for the further procedure for the Scheme of Amalgamation.


Cash and cash equivalents as at March 31 2017 was Rs. 552.46 lakhs. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters which were kept under strict checkthrough continuous monitoring.


There have been no material changes affecting the financial position of the Companybetween the end of the financial year of the Company to which the financial statementsrelate and the date of this report. There has also been no change in the nature ofbusiness of the Company.


Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.


The particulars of loans guarantees and investments covered under section 186 of theCompanies Act 2013 have been 3 disclosed in the Notes to the financial statements formingpart of the Annual Report.


The Statutory Auditor of the Company has reported on the internal financial reportingsystem in Annexure B to the Independent Auditors' Report which forms part of this Report.They have reported that the Company has maintained in all material respects except fewmaterial weaknesses adequate internal financial controls over financial reporting andsuch internal financial controls over financial reporting were operating effectively as ofMarch 31 2017 based on the criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note of Internal Financial Controlsover Financial Reporting issued by the Institute of Chartered Accountants of India.

The Company is putting its best efforts to get in place an adequate internal financialcontrol framework without any material weaknesses.


In compliance with the requirements of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 the Board ofDirectors have constituted a Corporate Social Responsibility (CSR) Committee. The detailsof membership of the Committee & the meetings held are detailed in the CorporateGovernance Report forming part of this Report. The contents of the CSR Policy of theCompany as approved by the Board of Directors on the recommendation of the CSR Committeeis available on the website of the Company and can be accessed through the web link:

Your Company's vision is to set a global benchmark in value creation and corporatecitizenship and the Company's long-term Corporate Social Responsibility (CSR) objective isto improve the quality of life of the people. The details of the CSR activities undertakenby the Company during the year under review is annexed to this report as “AnnexureA”.


Your Company is listed with the Bombay Stock Exchange Limited situated at P. J. TowersDalal Street Mumbai 400 001 bearing Scrip Code No. 509079 and with the NationalStock Exchange of India Limited at Exchange Plaza Bandra Kurla Complex Bandra (E)Mumbai 400 051 bearing Scrip Code GUFICBIO.

The listing fees for the year 2017-2018 has already been paid by the Company.


a. Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.

b. No specific investment has been made in reduction in energy consumption.

c. As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.


Details of conservation of energy are as follows:
Power & Fuel Consumption Year ended 31.03.17 Year ended 31.03.16
(a) Electricity
Purchased Units Kwh 5455160 4008310
Total amount Rs. in Lakhs 217.85 230.33
Rate per unit (average) Rs. 3.99 5.75
(b) Furnace Oil
Quantity Kgs 5700 NIL
Total Cost Rs.. In Lakhs 1.70 NIL
Average Cost Rs. 29.79 NIL
(c) Briquettes
Quantity Kgs 1563830 1802015
Total Cost Rs.. In Lakhs 82.92 93.72
Average Cost Rs. 5.30 5.21


Since the Company manufactures several formulations and bulk drugs in the samefactory it is not practical to Apportion consumption of Electricity and Furnace Oil tounit of Product.


Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and entire Research & Development activities are directed to achieve theaforesaid goal.


Earnings in foreign currency : Rs. 1485.07 lakhs
Out-go in foreign currency : Rs.. 159.41 lakhs


During the year under review Mr. Pankaj J. Gandhi (DIN 00001858) was re-appointed as aWhole Time Director of the Company w.e.f September 07 2016 for a further period of fiveyears and the same was confirmed and approved by the Members at the 32nd Annual GeneralMeeting (AGM) held on September 28 2016.

Mr. Ashok M. Tarale (DIN 00009948) Independent Director resigned from the Board ofDirectors of the Company with effect from November 14 2016 due to his health issues. TheBoard place on record their appreciation of the valuable services rendered by Mr. Taraleduring his tenure as a Director.

The Board of Directors appointed Mr. Gopal Daptari (DIN 07660662) as an AdditionalIndependent Director of the Company at its meeting held on November 24 2016 who holdsoffice up to the ensuing Annual General Meeting of the Company. The Company has received anotice in writing from a Member as required under Section 160 of the Companies Act 2013proposing his candidature for the office of Director. The Board of Directors recommends tothe Members of the Company appointment of Mr. Gopal Daptari as an Independent Directorfor a period of three years with effect from the first day of his appointment as aDirector i.e November 24 2016.

In accordance with the provisions of the Section 152(6) of the Companies Act 2013 readwith the rules made thereunder and in terms of Articles of Association of the CompanyMrs. Hemal M. Desai (DIN 07014744) Whole Time Director of the Company will retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her re-appointment.


The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations2015”) and that there is no change in the circumstances which may affect their statusas Independent Director during the year.


In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their roles rights andresponsibilities in the Company.

The details of the familiarization programme imparted to Independent Directors havebeen posted on the website of the Company. The link can be accessed at


The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual Directors pursuant to theprovisions of the Companies Act 2013 read with the applicable Rules and the CorporateGovernance requirements as prescribed by Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (“SEBI ListingRegulations”).

In a separate meeting of Independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated.


For the purpose of selection of any Director the Nomination & RemunerationCommittee identifies persons of integrity who possesses relevant expertise experience andleadership qualities required for the position. The Committee also ensures that theincumbent fulfills such other criteria with regard to age and other qualifications as laiddown under the Companies Act 2013 SEBI Listing Regulations 2015 or other applicablelaws in force. The Board has on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection appointment and remuneration of Directors &Senior Management. The summary of Remuneration Policy of the Company is disclosed in theCorporate Governance Report which forms a part of this Report.


During the year under review five Board Meetings and five Audit Committee Meetingswere convened and held. The details of which are given in the Corporate Governance Reportwhich forms part of this Report. The intervening gaps between the Meetings were within theperiod prescribed under the Companies Act 2013 and the SEBI (Listing ObligationDisclosure Requirements) Regulations 2015.


In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.


In lines with the requirement of the Companies Act 2013 and SEBI Listing Regulationsyour Company has formulated a Policy on Related Party Transactions which is also availableon Company's website at the link:

Prior omnibus approval was obtained for Related Party Transactions from Audit Committeeat the beginning of the financial year for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm's Length. During the yearunder review all Related Party Transactions were placed before the Audit Committee forreview and approval.

The related party transactions entered into by the Company for the financial year2016-17 are well within the limits as approved by the members at the last Annual GeneralMeeting held on September 28 2016.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There were nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large and thus disclosure in Form AOC-2 is not required.

Your Company for its business transaction have entered or may propose to enter intotransactions relating to purchase transfer or receipt of products goods activepharmaceuticals ingredients materials services other obligations and also leasing ofproperty with some of the Related Party as defined within the meaning of Section 2(76) ofthe Companies Act 2013. The current and future transactions may be deemed to be'material' in nature as defined in Regulation 23 of SEBI (Listing Obligation DisclosureRequirements) Regulations 2015 as they may exceed 10 % of the annual turnover of theCompany based on future business projections. Thus in terms of Regulation 23(4) of SEBI(Listing Obligation Disclosure Requirement) Regulations 2015 these transactions wouldrequire the approval of the members through Ordinary Resolution. A resolution for approvalof the Related Party Transactions has been included in the Notice convening the ensuingAGM of the Company. Your Directors recommend to approve the same


The Company does not have any holding subsidiary joint venture and associatecompany. Hence the statement in Form AOC-1 is not applicable to the Company.


The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in “Zero Tolerance” against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.


The Company has established a Vigil Mechanism policy i.e. Whistle Blower Policy thatenables the Directors and employees to report genuine concerns unethical behaviorirregularities if any that would adversely affect the operation of the Company. Thedetails of the policy is made available on the website of the Company i.e.

The Vigil Mechanism Policy provides for (a) adequate safeguards against victimizationof persons and (b) direct access to the Chairperson of the Audit Committee of the Companyin appropriate or exceptional cases.

During the year under review the Company did not receive any complaint against anyDirector or Senior Management Official.


The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The code can be accessed on the website of the Company at the web link :

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.



M/s. S H R & Co. Chartered Accountants Mumbai (FRN: 120491W) were appointed asthe Statutory Auditor of the Company for a period of five years at the 30th Annual GeneralMeeting of the Members of the Company. In terms of provisions of Section 139 (1) of theCompanies Act 2013 the continuation of their appointment as Statutory Auditors to auditthe financials of the Company for the financial year 2017-18 shall be subject toratification by the Members at the ensuing Annual General Meeting. They have confirmedthat they are eligible for auditing the financials of the Company for the financial year2017-18 as required under Section 141 of the Companies Act 2013 and the Rules framedthereunder and have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India as required underRegulation 33 of the Listing Regulations 2015. The Board recommends the ratification oftheir appointment as Statutory Auditor of the Company for the financial year 2017-18.


M/s Kale & Associates Cost Accountants Mumbai (Firm Registration No. 101144)were appointed as Cost Auditor to audit the cost records of the Company for the financialyear 2016-17. The Cost Audit Report of the Company in XBRL format for the financial year2016-17 was duly filed with the Ministry of Corporate Affairs.

Pursuant to provisions of Section 148(3) of the Companies Act 2013 read with theCompanies (Cost Records And Audit) Amendment Rules 2014 the Company is required toappoint a Cost Auditor. The Board has on recommendation of Audit Committee appointedM/s. Kale & Associates to audit the cost records of the Company for the financialyear ending March 31 2018. As required under the Act and the Rules made thereunder theremuneration payable to the Cost Auditors is required to be placed before the Members at ageneral meeting for ratification. Accordingly a resolution seeking ratification bymembers for the remuneration payable to M/s. Kale & Associates is included in theNotice convening 33rd Annual General Meeting. The Board recommends the ratification oftheir remuneration at the ensuing AGM.


Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Gajanan D. Athavale a Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2016-17. The Secretarial Auditreport is annexed herewith as “Annexure B


M/s. B. Bhushan & Associates Chartered Accountants were the internal auditors ofthe Company for financial year 2016-17.

On 19th May 2017 M/s. B. Bhushan & Associates placed their resignation asInternal Auditors of the Company. The Board of Directors placed on record theirappreciation for the valuable services during their tenure as Internal Auditors whichhelped the Company to improve its internal financial control to its fullest.

The Board of Directors of the Company has appointed M/s. Mittal & AgarwalChartered Accountants (Firm Registration No.


0131025W) as Internal Auditors of the Company for the period May 01 2017 to March 312018.


The observation made in the Auditors' Report read together with relevant notes thereonexplanation to the same are as below as per Section 134 of the Companies Act 2013.

With reference to point no. 7 of Independent Auditor's Report:-

The Company has unearthed the fraud committed by one of its marketing employee who hasmisappropriated amount of Rs. 124.04 lakhs in the financial year 2014-15. The saidemployee is under police custody. The case is still pending at the Court of law and hencethe issues are sub-judice. The Company is expecting to recover the amount from theemployee and hence in view of the management no provision is required to be made.

With reference to point no. 8 of Independent Auditors' Report

Advances and Debts recoverability is a common feature of any running business. Theamount mentioned in point 8 of the report keep varying depending on the strategies adoptedfor the year for growth of company as a whole.

Company has already initiated process of identifying Trade Receivable and Advanceswhich are non-recoverable in nature and will make necessary provision upon completion ofprocess. However during the Financial Year 2016- 17 it has made necessary provision ortransferred amount to bad debts in respect of debtors which are not recoverable in natureamounting to Rs. 4651377/-

Due to increase in the sale revenue the recoverable amount from the debtors have alsoincreased. The Management is expecting to recover the balance amounts by the debtors inthe near future.

In 2015-16 the trade receivables for more than six months were 2.22 % to the salesrevenue whereas in 2016-17 the ratio decreased to 1.23%. The decrease reflects theefforts taken by the Management to reduce the debts.

As required under section 204 (1) of the Companies Act 2013 the Company has obtaineda secretarial audit report. The Secretarial Audit Report does not contain any adverseremark or qualifications except compliance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Company ensurescompliance with all the provisions of the applicable Acts in the future.


The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as “Annexure C”.


The Ministry of Corporate affairs had taken the Green Initiative in CorporateGovernance by allowing paperless compliances by Companies through electronic mode. YourCompany supports the Green Initiative and has accordingly decided to send allcommunications to its shareholders to their respective registered e-mail addresses.

Your Company appeals to its shareholders who are yet to register their e-mailaddresses to take necessary for registering same so that we all can become a part of theinitiative and contribute towards a Greener environment.


Your Company has adopted a risk management policy for identification evaluation andmitigation of business risk and threats. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company's competitiveadvantage. Various risk traced by the Company during the financial year 2016-17 wereminimized to its best.


At Gufic we value our employees and believe that they are the valuable assets of theCompany and play a crucial role in the success and overall growth of the Company.

Your Company ensures strategic alignment of Human Resource practices to businesspriorities and objectives.

In today's competitive business world attracting and retaining skilled employees havebecome difficult. Your Company has managed to retain many professional and skilledemployees due to the work culture and environment adopted by the Company. Your Companycontinued to conduct various employee benefit recreational and team building programssocial gatherings to foster team spirit.

During the year under review the employees' strength of your Company increased to 1023as compared to 846 in the previous year.

Your Directors would also like to take this opportunity to express their appreciationfor the hard work and commitment of the employees of the Company and looks forward for thesustained relationship between the Company and the employees. The Company has a firmbelief that the human resources improves the company's bottom line with its knowledge.

On the Industrial front your Company enjoyed cordial relationship with workers andemployees at all levels.


The information required under section 197 of the Act read with Rule 5[1] of theCompanies [Appointment and Remuneration of Managerial Personnel] Rules 2014 is given in“Annexure- D”.

Further the information as required under Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 pertaining to thenames and other particulars of employees is available for inspection at the Corporateoffice of the Company and pursuant to the proviso to Section 136 (1) of the Act thereport and the accounts are being sent to the members excluding this. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary/ComplianceOfficer at the Corporate office address of the Company.


Your Company believes Corporate Governance is at the core of stakeholder satisfaction.Your Company's governance practices are described separately in this annual report. YourCompany has obtained a certification from M/s. S H R & Co. Chartered Accountant (FRN:120491W) on our compliance with SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015. This certificate forms part of this Report.


The Management discussion and analysis report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) regulations 2015 isprovided in a separate section and forms a part of this report.


Your Company has zero tolerance towards sexual harassment at work place and adhere tothe safety of the women employees at the Company. Your Company believes in providingopportunity and key position to women professionals. It is the continuous endeavor of theBoard of Directors to create a discrimination and harassment free environment for all itsemployees.

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunderfor prevention and redressal of complaints of sexual harassment at workplace.

During the year under review no complaints were received by any employee of theCompany pertaining to sexual harassment.


There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operation in future.


Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers Government Local Bodies Customers Suppliers Executives Staffand workers at all levels for their continuous co-operation and assistance.

The Directors also wish to express their gratitude to investors for the faith that theycontinue to repose in the Company

Place: Mumbai For and on behalf of the Board of Directors
Date: 29th May 2017 Jayesh Choksi
Chairman & Managing Director
DIN 00001729