The Members of
Parenteral Drugs (India) Limited
The Directors of your Company are pleased to present the 33 Annual Report together withthe audited financial statements of the company for the financial year ended 31 March2017.
FINANCIAL RESULTS AND THE STATE OF COMPANYS' AFFAIRS
The company's standalone financial performance for the year ended 31 March 2017 issummarized below:
(Rs. in Lakhs)
|Particulars ||F.Y. ||F.Y. |
| ||2016-2017 ||2015-2016 |
|Sales and Other Income ||5463.22 ||15068.71 |
|Profit/(Loss) before Interest Depreciation & Tax ||(3208.80) ||(4549.16) |
|Less: || || |
|Finance cost ||7393.82 ||5800.54 |
|Depreciation and Amortization ||1910.09 ||1706.40 |
|Provision for Taxation ||0.00 ||0.00 |
|Deferred Tax (Assets) ||(1192.20) ||(1261.27) |
|Tax adjustment for the previous year ||0.07 ||0.00 |
|Profit/(Loss) after Interest Depreciation & Tax ||(11320.58) ||(10794.83) |
|Less: Loss on Investment ||10.00 ||54.44 |
|Net Profit/(Loss) after tax ||(11330.58) ||(10849.28) |
|Balance brought forward from previous year ||(29613.30) ||(18764.02) |
|Surplus/(Deficit) ||(40943.88) ||(29613.30) |
|Appropriations: || || |
|Transferred to General Reserve ||- ||- |
|Proposed Dividend ||- ||- |
|Tax on Distributed Profit ||- ||- |
|Minority Interest ||- ||- |
|Balance carried to Balance Sheet ||(40943.88) ||(29613.30) |
|Earnings per share ||(38.00) ||(36.39) |
|(EPS of Face Value of Rs.10/- each) || || |
The income from operations for the year under review was Rs.54.63 crores as againstRs.150.68 crores in the previous year. The Company recorded a loss before interestdepreciation and tax of Rs.32.08 crores during the year as against loss before interestdepreciation and tax of Rs. 45.49 crores in the previous year and recorded a loss afterinterest depreciation and tax of Rs.113.30 crores during the year as against a loss ofRs.108.49 crores during the previous year. The loss was due to overall liquidity crunchbeing faced by the company resulting in low turnover and productivity and thereby highercosts.
A review of the performance during the year is given under the section ManagementDiscussion and Analysis Report as stipulated under Regulation 34(3) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section which forms part of this Annual Report.
Due to continuous losses the Board regrets its inability to recommend any dividend forthe year under review.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of section 134 of the Companies Act 2013 andapplicable accounting standards the audited consolidated financial statements areprovided in this Annual Report.
The Company is in regular talks with the bankers for the sanction of appropriaterevival package/Scheme for the company and the management is hopeful that a workablescheme would come out in near future.
As on the date of the report the Company has three (3) Indian subsidiaries:
Infutec Healthcare Limited a material non listed Indian Subsidiary Parenteral BiotechLimited and Parenteral Impex Limited.
During the year under review the company has disinvested from the equity shares heldin its two (2) subsidiary companies namely Abhay Drugs Limited and Anjaney PharmaceuticalsLimited as they are under the process of striking off.
A report on the performance and financial position of each of the subsidiary company asper the Companies Act 2013 is annexed as Annexure to the Consolidated FinancialStatements and hence not repeated for the sake of brevity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Anil Mittal (DIN:00039133) Whole-Time Director of the company is liable to retireby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor re-appointment.
Shri Govind Das Garg (DIN: 00520067) was re-appointed as Whole-Time Director of thecompany on 30 September 2014 for a period of three (3) years commencing from1 January2015 and his tenure as Whole-Time Director is expiring on 31 December 2017. TheNomination and Remuneration Committee and the Board of Directors of the companyrecommended his re-appointment at their meetings held on 11 August 2017 and 14 August2017 respectively as Whole-time and non-independent director who is liable to retire byrotation.
According to Regulation 17 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and section 149 read withSchedule IV of the Companies Act 2013 Shri Sandeep Vyas (DIN:07652129) was appointed asan Independent Director on 14 November 2016 till 31 January 2021 and the same wasintimated to the Stock Exchange(s) on that date. Also the board re-appointed Smt.Deepali Garhewal (DIN:05302559) as an Independent Director w.e.f. 30 March 2017 for afurther term of five (5) years subject to the approval of the members of the company atthe ensuring Annual General Meeting.
Brief resume of the said Directors nature of their expertise in specific functionalareas and names of companies in which they hold directorship /membership/chairmanship ofBoard/Committee as stipulated under Regulation 27 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 are provided inthe Corporate Governance Report forming 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.
Shri D. K. Panchaity(DIN:00081328) has resigned from the Directorship of the companyw.e.f. 1 May 2017. The Board places on record the contribution made by him in the growthof the company.
The company has devised a policy for performance evaluation of Independent DirectorsBoard committees and other individual directors which includes 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 Companies Act 2013 has been disclosed in the corporate governance report which formspart of this Annual Report.
CS Aradhana Kulkarni is the 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 the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 isforming part of this Annual Report. The requisite Certificate from the PracticingChartered Accountant confirming compliance with the conditions of Corporate Governance asstipulated under the aforesaid regulation is enclosed to this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The company's major related party transactions are generally with its subsidiaries.The related party transactions are entered on considerations such as synergy inoperations sectoral specialization liquidity and capital resources of subsidiaries.During the year the company had entered into contract / arrangement / transaction withInfutec Healthcare Limited wholly owned subsidiary of the company which is considered asmaterial related party transaction in accordance with the policy of the company onmateriality of related party transactions. The details of material related partytransactions are mentioned in Form No. AOC-2 as Annexure-I to this report. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's weblinkhttp://www.pdindia.com/docs/policyondealingwithrelatedpartytransactions.pdf
Your Directors draw attention of the members to Note 30 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) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section which forms part ofthis Annual Report.
AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 the tenure ofM/s. T.N. Unni & Co. Chartered Accountants Statutory Auditors of the Company bearingFirm Registration No. 004890C expires at the conclusion of ensuing Annual General Meeting.
M/s. Singhal Jain & Co. Chartered Accountants Jaipur bearing Firm RegistrationNo. 013995C are proposed to be appointed as the Statutory Auditors of the Company fromthe conclusion of the ensuing Annual General Meeting till the conclusion of the 38 AnnualGeneral Meeting of the Company subject to ratification of appointment at each AnnualGeneral Meeting.
As required under section 139 of the Companies Act 2013 the Company has obtained awritten consent from M/s. Singhal Jain & Co. Chartered Accountants Jaipur to suchappointment and also a certificate to the effect that their appointment if made would bein accordance with the provisions of section 139(1) and section 141 of the Companies Act2013 and rules made thereunder as may be applicable.
The report of the Statutory Auditors does not contain any qualification reservation oradverse 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 has appointed M/s. Archna Maheshwari & Co. Practicing CompanySecretaries to conduct Secretarial Audit of the company. The Secretarial Audit Report forthe financial year ended 31 March 2017 is annexed herewith as Annexure-II to this report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer except the issue relating to the appointment of CFO.
Pursuant to the provisions of section 148 of the Companies Act 2013 read withCompanies (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 ofremuneration paid to the Cost Auditor by the members of the company in respect of costaudit of the Company's pharmaceutical products for the financial year 2017-18.
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 growth of the company inspite of all odds. During the year the companycontinued its efforts aimed at improving the human resource policies and processes toenhance its performance. During the year under review the industrial relations continuedto be cordial.
Regulation 21 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 related to Risk Management Committee is notapplicable to the company as the same is applicable to top 100 listed entities determinedon the basis of market capitalisation as at the end of the immediately previous financialyear.
The company has not accepted deposits during the year under review neither coveredunder Chapter V of the Companies Act 2013 nor 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 sameis forming part of this 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 Bombay Stock Exchange Limited andNational Stock Exchange of India Limited.
There are no arrears on account of payment of 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 31 March 2017 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
(ii) the Directors had 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 31 March 2017 and of the profit and loss of the company for the financial year ended31 March 2017;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; st
(iv) the Directors had prepared the annual accounts for the financial year ended 31March 2017 on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively;
(vi) the Directors had 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 is provided under CorporateGovernance Report forming part of this Annual Report. Further all the recommendationsmade by the Audit Committee were accepted by the board.
iii. The details of establishment of Vigil Mechanism for directors and employees of thecompany are provided under Corporate Governance Report forming part of this Annual Report.
iv. During the year under review there are no material changes and commitmentsaffecting the financial position of the company which have occurred between the end of thefinancial year to which the financial statements relate.
v. There has been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
vi. The internal financial controls with reference to the financial statements 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 seven (7) times during the financial year 2016-2017.The maximum time gap between two (2) consecutive meetings did not exceed one hundred andtwenty(120) days. The details of the date(s) on which the meetings were held are given inthe Corporate Governance Report forming part of this 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 auditor of the company there are no such fraudsother than those which are reportable to Central Government under section 143(12) of theCompanies 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: 14 August 2017 ||Manohar Lal Gupta |
| ||Chairman |
| ||(DIN: 00040784) |