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Arch Pharmalabs
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Directors Report Year End : Mar '10
After a particularly challenging last financial year, the financial
 year under review has bounced back for your company with lot of promise
 and performance backed by good financial results.
 
 
 FINANCIAL PERFORMANCE: Analysis of Profit and Loss Account
 
                                   Standalone**
 
 Particulars            Rs. in Crores               USD in Million*
 
                        FY 10        FY 09         FY 10       FY 09
 
 INCOME
 
 Turnover             1051.98       735.57        233.05      144.37
 
 Less Excise Duty     (28.61)       (22.24)        (6.34)      (4.37)
 
 Net Turnover        1023.37        713.33        226.71      140.01
 
 Other Income           6.45          2.07          1.43        0.41
 
 Total               1029.82        715.40        228.14      140.41
 
 EXPENDITURE
 
 Cost of Materials    640.31        468.26        141.85       91.91
 
 Manufacturing and
  Other Expenses      140.93        108.92         31.22       21.38
 
 Interest and 
 Finance Charges      131.24         59.64         29.07       11.71
 
 Depreciation          45.87         24.01         10.16        4.71
 
 PROFIT BEFORE TAX     71.47         54.57         15.83       10.71
 
 Provision for 
 Taxation              20.59         17.80          4.56        3.49
 
 Current Tax           12.25          7.50          2.71        1.47
 
 MAT Credit           (4.99)          0.00         (1.11)       0.00
 
 Deferred Tax         13.33           8.62          2.95        1.69
 
 Fringe Benefit Tax    0.00           0.39          0.00        0.08
 
 Prior Period 
 amortization of       0.00           1.29          0.00        0.25 
 
 Technology transfer
 
 PROFIT AFTER TAX     50.88          36.77         11.27        7.22
 
 Less: Share of
  Profit               0.00           0.00          0.00        0.00 
 transferred to 
 Minority Group
 
 
 PROFIT AFTER TAX 
 (After               50.88          36.77         11.27        7.22 
 
 Adjustment of 
 Minority
 Interest)
 
 Less: Extraordinary 
 Items                 0.00           0.00          0.00        0.00
 
 PROFIT AFTER TAX     50.88          36.77         11.27        7.22 
 (After 
 Extraordinary Items)
 
                                      Consolidated
 
                               Rs. incTores       USD in Million*
 Particulars
 
                             FY 10     FY 09      FY 10      FY 09
 
 INCOME                      
 
 Turnover                   1195.27   1012.00      264.79    198.63  
          
 Less Excise Duty            (33.42)   (31.26)      (7.40)    (6.13)
 
 Net Turnover               1161.85    980.74      257.39    192.50
   
 Other Income                  6.74      2.45        1.49      0.48
 
 Total                      1168.59    983.19      258.88    192.98
   
 
 EXPENDITURE
 Cost of Materials           722.56    649.13      160.07    127.40
    
 Manufacturing and 
 Other Expenses              142.97     81.66       31.67     16.03
  
 Interest and Finance     
        
 Charges                     174.89    156.95       38.74     30.80
 
 Depreciat                    51.72     32.68       11.46      6.41   
 
 PROFIT BEFORE TAX            76.45     62.78       16.94     12.32 
  
 Provision for Taxation       12.25     12.17        2.71      2.39
 
 Current Tax                  20.59     19.57        4.56      3.84
         
 
 MAT Credit                   (4.99)     0.00       (1.11)     0.00      
 
 Deferred Tax                 13.33      5.62        2.95      1.10  
 
 Fringe Benefit Tax            0.00      0.49        0.00      0.10  
 
 Prior Period 
 amortization of               0.00      1.29        0.00      0.25
 
 Technology transfer          
 
 PROFIT AFTER TA              55.86     43.21       12.37      8.48
 
 Less: Share of Profit       
 
 transferred to Minority 
 Group                         3.10      2.93        0.69      0.58
 
 PROFIT AFTER TAX (After      52.76     40.28       11.69      7.90
 Adjustment of Minority 
 Interest)
 
 Less: Extraordinary Items     1.62      1.49        0.36      0.29
 
 PROFIT AFTER TAX             51.14     38.79       11.33      7.61
 (After Extraordinary 
 Items) 
 
 
 * 1 USD = Rs. 45.14 as on March 31, 2010. 1 USD ($) = Rs. 50.95 as on
 31 March, 2009 (RBI reference rates have been taken).
 
 ** During the last FY 2009, Standalone figures only Includes the
 figures of subsidiaries i.e. Arch Finechemicals Limited, Benzochem
 Lifesciences FVt. Ltd., Arch Life Sciences Limited and Dombivili site,
 from the date of acquisition of these companies vide Business Transfer
 Agreements.
 
 Sl.  Date of                 Name of
 No.  Acquisition       Transferor Company
 
 1.  August 1,2008      Arch Finechemicals Limited
 
 2.  January 1,2009     Benzochem Lifesciences Pvt. Ltd.
 
 3.  March 11,2009      Arch Life Sciences Limited
 
 4.  January 1,2009     Dombivilisite
 
 The sales prior to the respective dates of acquisition were included at
 the time of consolidation of accounts, therefore the comparison of
 consolidated accounts will be more realistic for analysis purpose.  
 
                                          (Rs. in Crores)
 
 Particulars              Standalone            Consolidated
 
                      FY 10       FY 09       FY10       FY 09
 
 Gross Turnover    1,051.98      735.57   1,195.27    1,012.00
 
 Less Excise Duty    (28.61)     (22.24)    (33.42)     (31.26)
 
 Net Turnover      1,023.37      713.33   1,161.85      980.74
 
 During theyear under review, the consolidated sales have increased from
 Rs. 980.74 crores to Rs. 1161.85 crores (increase by 18.47%). The same
 is on account of expanded capacities and improved utilization of
 existing capacities.  During the current financial year under review,
 the growth was mainly from the Services Business.  
 
                                            (Rs. in Crores)
 
 Particulars            Standalone           Consolidated
 
                      FY101       FY09     FY10       FY09
 
 Other Income
 
 Interest             6.18        1.19      6.46      1.50
 
 Miscellaneous 
 Income               0.26        0.88      0.28      0.95
 
                      6.45        2.07      6.74      2.45
 
 During the year under review, the consolidated Other Income has
 increased from Rs. 2.45 crores to Rs. 6.74 crores.  The same is on
 account interest received on the Advances given to Co-marketing and
 Co-manufacturing partners and on Fixed Deposits.  
 
                                              (Rs. in Crores)
 
 Particulars               Standalone           Consolidated
 
                        FY10       FY09        FY10       FY 09
 
 Cost of Materials    640.31     468.26       722.56     649.13
 
 Cost of Materials /   62.57%     65.64%       62.19%     66.19%
 Sales (%)
 
 During the year under review, the cost of materials decreased from
 66.19% to 62.19%. The same is due to increase of revenues of higher
 margin Service Business. Further during the year under review, company
 phased out few low margin products.  .
 
                                             (Rs. in Crores)
 
 Particulars             Standalone            Consolidated
 
                       FY101     FY09         FY10       FY09
 
 Manufacturing and    140.93    108.92      174.89     156.95
 
 Other Expenses
 
 Manufacturing and     13.77%    15.27%      15.05%     16.00%
 Other Expenses /
 Sales (%)
 
 Manufacturing and other expenses includes, Manufacturing Expenses,
 Staff cost, Selling expenses and establishment expenses. The cost has
 not increased in proportionate to increase in sales, since increased
 revenues are from higher margin Services Business segment.  
 
                                          (Rs. in Crores)
 
 Particulars         Standalone           Consolidated
 
                   FY10     FY09         FY10     FY09
    
 Profit Before   248.58   138.21       271.14   177.11
 
 Depreciation, 
 Interest
 and Tax 
 (operating 
 profit)
 
 Profit Before    24.29%   19.38%       23.34%   18.06%
 Depreciation, 
 Interest
 and Tax/
 Sales (%) 
 
 PBDIT Margin has improved on account of increased revenues from higher
 margin Services Business and replacement of low margin merchant
 products with higher margin products.  ,_ .  „
 
                                          (Rs. in Crores)
 
 Particulars              Standalone       Consolidated
 
                       FY 10    FY 09     FY 10     FY 09
 
 Interest and         131.24    59.64    142.97     81.66
 
 Finance Charges
 
 Adjusted Interest    120.84    70.04     132.57    92.06
 
 and Finance Charges*
 
 Total Borrowings     1126.08   854.90  1,248.41    953.7
 
 * Rs. 10 40 Crores has been added in the financial change of FY 09 and
 deducted from FY 10 since the said amount relates to FY 09.
 
                                                 (Rs. in Crores)
 
 Particulars                Standalone            Consolidated
   
                        FY10        FY09        FY10       FY09
 
 Depreciation          45.87        24.01       51.72      32.68
 
 The same has increased on account of increased Gross Block due to
 expansion undertaken at existing plants. 
 
                                              (Rs. in Crores)
 
 Particulars               Standalone          Consolidated
 
                        FY 10     FY 09     FY 10      FY 09
 
 Profit Before Tax      71.47     54.57     76.45      62.78
 
 Adjusted Profit 
 Before Tax             81.87     44.17     86.85      52.38
 
 Adjusted Profit         8.00%     6.19%    7.47%       5.34% 
 Before Tax/Sales (%)
 
 For calculating adjusted PBT, Rs. 10.40 crores has been added in PBT of
 FY 09 and deducted from FY 2010, since the said amount relates to the
 last year. PBT Margin has improved on account of increased revenues
 from higher margin Services Business and replacement of low margin
 merchant products with higher margin products.
 
 Analysis of the Balance Sheet
 
                                         Standalone**
 
 Particulars                 Rs. in Crores         USD in Million*
 
                         FY 10       FY 09        FY 10     FY 09
 
 SOURCES OF FUNDS
 
 Issued, Subscribed 
 and Paid Up             21.23       21.23          4.70     4.17
 
 Share Application 
 Money                   30.00        0.00          6.65     0.00
 
 Reserves and Surplus   415.82      364.93         92.12    71.63
 
 Minority Interest        0.00        0.00          0.00     0.00
 
 LOAN FUNDS
 
 Secured Loans           900.13     673.03         199.41  132.10
 
 Unsecured Loans         225.95     181.87          50.06   35.70
 
 Deferred Tax 
 Liability                42.51      29.18           9.42    5.73
 
 Total                 1,635.65   1,270.24         362.35  249.31
 
 APPLICATION OF FUNDS
 
 FIXED ASSETS
 
 Gross Block 
 (incld. CWIP)           755.82      644.29        167.44  126.46
 
 Net Block
 (incld. CWIP)           644.50      578.11        142.78  113.47
 
 Goodwill 
 (On Consolidation)        0.00        0.00          0.00    0.00
 
 Investments              49.24       71.79         10.91   14.09
 
 Foreign Currency 
 Monetary Item             0.07        0.50          0.01    0.10 
 
 Translation
 Difference Account
 
 Current Assets, 
 Loans and             1190.54       831.26        263.74  163.15
  Advances
 
 Less: Current 
 Liabilities &          248.70       211.42         55.10   41.49 
 Provisions
 
 Net Current Assets     941.84       619.84        208.65  121.66
 
 Total                1,635.65     1,270.24        362.35  249.31
 
 
                                        Consolidated
 
 Particulars                  Rs. in Crores         USD in Million*
 
                          FY 10        FY 09       FY 10     FY 09
 
 SOURCES OF FUNDS
 
 Issued, Subscribed 
 and Paid Up             21.23         21.23        4.70     4.17
 
 Share Application 
 Money                   30.00          0.00        6.64     0.00
 
 Reserves and Surplus   412.92        362.14       91.47    71.08
 
 Minority Interest       25.08         29.32        5.56     5.75
 
 LOAN FUNDS
 
 Secured Loans        1,006.42        756.33       222.96  148.45
 
 Unsecured Loans        241.98        197.37        53.61   38.74
 
 Deferred Tax 
 Liability               43.92         30.59         9.73    6.00
 
 Total                1,781.55      1,396.98       394.67  274.19
 
 APPLICATION OF FUNDS  
 
 FIXED ASSETS  
 
 Gross Block 
 (incld. CWIP)          896.12         758.91      198.52  148.95 
 
 Net Block 
 (incld. CWIP)          732.23         645.87      162.21  126.76 
 
 Goodwill 
 (On Consolidation)       9.63          17.41        2.13    3.42  
 
 Investments              0.28           0.37        0.06    0.07
 
 Foreign Currency 
 Monetary Item            0.07           0.50        0.02    0.10
  
 Translation 
 Difference Account 
 
 Current Assets, 
 Loans and             1292.60           929.7      286.35  182.47
 Advances
 
 Less: Current 
 Liabilities &          253.25          196.87       56.10   38.64
 Provisions
 
 Net Current Assets   1,039.35          732.84      230.25  143.83
 
 Total                1,781.55          396.98      394.67  274.19
 
 * 1 USD ($) = Rs. 45.14 as on March 31, 2010. 1 USD ($) = Rs. 50.95 as
 on 31*March, 2009.
 
 ** During the last FY 2009, Standalone figures only includes the
 figures of subsidiaries i.e. Arch Finechemicals Limited, Benzochem
 Lifesciences Pvt. Ltd., Arch Life Sciences Limited and Dombivili site,
 from the date of acquisition of these companies vide Business Transfer
 Agreements.
 
                                              (Rs. in Crores)
 
 Particulars                Standalone        Consolidated 
 
                         FY 10      FY 09   FY 10     FY 09
        
 AUTHORISED              40.00      40.00   40.00     40.00
 
 Issued, Subscribed      21.23      21.23   21.23     21.23
 and Paid up
 Share Capital
 
 Share Application       30.00       0.00   30.00      0.00
 Money
 
 The Share Application Money of Rs. 30 crores as on 31sl March 2010 is
 against the equity infusion by the Promoters (pending allotment).  
 
                                                (Rs.in Crores)
 
 Particulars                  Standalone          Consolidated
 
                           FY 10      FY 09      FY 10    FY 09
  
 RESERVES AND SURPLUS
 
 General Reserve            4.10       4.10       4.10     4.10
 
 Capital Reserve            0.09       0.09       0.09     0.09
 
 Securities Premium       225.21     225.21     225.21   225.21
 
 Account
 
 Debenture                 18.06      21.67      18.06    21.67
 
 Redemption
 
 Reserve
   
 Profit and               168.35     113.86     165.45   111.07
 
 Loss Account
 
 Total                    415.81     364.93     412.92   362.14
 
 TANGIBLE NETWORTH        467.04     386.16     464.15   383.37
 
 The Reserves and Surplus and thereafter Tangible Networth have
 increased due to plough back of profits. However increase in
 consolidated Reserves and Surplus and tangible Networth is after
 reducing share of minority shareholders in
 theprofitsofthesubsidiarycompanies.  
 
                                               (Rs. in Crores)
 
 Particulars                Standalone           Consolidated
 
                         FY10     FY 09      FY10       FY 09
 
 LOAN FUNDS
 
 Secured Loans         900.13    673.031    1,006.43     756.33
 
 Unsecured Loans       225.95     181.87      24T.98     197.37
 
 Total               1,126.09     854.90    1,248.40     953.69
 
 The net increase in Loan Funds is primarily attributable to a) loans
 taken for Capital Expenditure undertaken at various locations, b) loans
 taken for the Working Capital requirements of the company.
 
                                                (Rs. in Crores) 
 
 Particulars              Standalone             Consolidated
 
                        FY10     FY 09         FY 10       FY 09
 
 FIXED ASSETS
 
 Gross Block          688.40   527.071        798.891     624.14
 
 Capital work in 
 Progress              67.42    117.22          97.22     134.77
 
 Gross Block          755.82    644.29         896.11     758.91
 (including CWIP)
 
 Less: Depreciation / 111.32     66.18         163.89     113.05
 
 Amortisation
 
 Net Block            644.50    578.11         732.22     645.86
 
 (including CWIP)
 
 The increase in Gross Block is mainly on account of capex undertaken at
 various locations for:
 
 - Expansion of the capacities
 
 - Modernisation of the facilities
 
 - Upgradation of equipments
 
 - Regular Maintenance. 
 
                                             (Rs. in Crores)
 
 Particulas              Standalone          Consolidated
 
                      FY 10   FY 09      FY 10     FY 09
 
 Investments         49.241   71.79       0.28      0.37
 
 The decrease ininvestments in the Standalone  Arch is due to
 sale of stake (70%) held in Benzochem Limited. 
 
                                              (Rs. in Crores)
 
 Particulars                Standalone        Consolidated
 
                         FY 10      FY 09     FY 10     FY 09
 
 Current Assets, 
 Loans and Advances
 
 Inventories           374.341     310.941   435.941   367.17
 
 Sundry Debtors         477.15      311.27    536.12   355.29
 
 Cash and Bank 
 Balances                50.13       40.83     63.38    43.40
 
 Loans and Advances     288.92      168.22    257.15   163.84
 
 Total                1,190.54      831.26 1,292.601   929.71
 
 Less: Current Liabilities & Provisions
 
 Current Liabilities   246.861     210.051    251.03   190.83
 
 Provisions               1.84        1.37      2.22     6.04
 
 Total                  248.70      211.42    253.25   196.87
 
 Net Current Assets     941.84      619.85  1,039.35   732.84
 
 With the increased operations during FY10, the net current assets
 (Consolidated) increased from Rs. 732.84 crores in FY09 to Rs. 1039.35
 crores in FY10.
 
 The same is mainly driven out of increase in Sundry debtors,
 Inventories and Loans and advances during FY10. However, the said
 increase is to some extent compensated with an increase in Current
 Liabilities.
 
 RATINGS ASSIGNED
 
 During the year under review, the ratings assigned during the last year
 have been reaffirmed by the Rating agencies.  The details are as under.
 
 Rating Agency        Credit        Definition of Rating
                      Rating
 
 ICRA Limited          A1         Highest credit quality rating
 (Short Term)                     indicating highest safety
                                  and best prospects of 
                                  timely payment of debt
 
 Fitch Ratings (I)    F1          Highest credit quality rating
 Pvt. Ltd.                        indicating strong capacity
                                  (Short Term) for timely payment of
                                  financial commitments
 
 CARE Ratings          A          Indicates Adequate safety
                                  (Long Term) for timely servicing 
                                  of debt obligations
 
 CARE Ratings          A          Indicates Adequate safety
 (Under Basel                     for timely 
                                  servicing of
 
 Norms - Long Term)               debt obligations
 
 CARE Ratings         PR1         Indicates strong capacity
 (Under Basel                     for timely payment of short
 Norms - Short Term)              term debt obligations and
                                  carry lowest credit risk
 
 DIVIDEND
 
 In view of the need to conserve financial resources for the planned
 capital expenditures, your Directors do not recommend any dividend on
 Equity Shares for the year under review.
 
 CONSOLIDATED ACCOUNTS
 
 The consolidated financial statements have been prepared by the Company
 in accordance with the relevant accounting standards under the
 Companies Act, 1956. The audited consolidated financial statement
 together with Auditors Report thereon forms part of this Annual
 report.
 
 POTENTIAL RISK & MITIGATING FACTORS
 
 Your company does not perceive any risks or concerns other than those
 that are common to Pharmaceutical industry such as regulatory risks,
 exchange risks and other commercial and business risks.
 
 Some of the obvious and identifiable risks include the following:
 
 - Competition from other Indian Companies operating in similar
 segments.
 
 - Competition from countries that offer low cost manufacturing base
 such as China, Korea and other emerging markets.
 
 - Other key risks related to our business include loss of key
 personnel, interest rate, foreign exchange and regulatory changes.
 
 Environment risk
 
 The Company has a SHE policy, which outlines this approach, comprising
 safety practices and continuous investment.  The companys investments
 in reverse osmosis plants are proof of its commitment to exemplary SHE
 practices. Various audits by customers have also established Archs
 environmental and safety practices as among the best in its industry in
 the country. Recently the Companys Vitalife site has received the
 final certification of compliance to OHSAS 18001:2007 (a standard for
 occupational health & safety management system) & ISO 14001:2004
 (guideline for environment management system) for development,
 manufacture & supply of bulk drugs, intermediates and specialty
 chemicals on 6 May, 2010 by M/s. Moody International Certification
 Limited.
 
 Regulatory risk
 
 With the regulatory framework of the Pharmaceutical Industry in place,
 the companies are required to continuously update itself with the
 changes and recommendations by the regulators. The company has a strong
 regulatory team which is entrusted to focus exclusively on meeting the
 evolving regulatory requirements and coordinating with its
 manufacturing team to make products that conform to them; successful
 conduct of regulatory compliances with the minimum of non-conformances,
 successful inspection and certification of the companys facilities by
 the Global regulatory authorities like USFDA, EDQM among others.
 
 Client concentration risk
 
 The company enjoys enduring long-term relationships with large
 customers, strengthened by its status as preferred supplier of a number
 of products. Arch is focused on extending these relationships, as these
 partners increasingly involve Archs participation across a wider range
 of products
 
 and services. With varied products and service offerings coupled with
 the technology advantage, cost competitiveness etc., Arch is increasing
 its client base.
 
 Exchange rate risk
 
 Since Arch is engaged in exports of its products and services and at
 the same time imports raw materials, it more or less helps the company
 to naturally hedge its foreign currency exposure connected with such
 transactions.
 
 RESEARCH & DEVELOPMENT ACTIVITIES
 
 Discussions on the Research & Development activities undertaken by the
 Company, certain specific areas in which R&D work was carried on,
 benefits derived out of such R&D, future plans etc is separately stated
 in the Annexure to this report.
 
 INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT
 
 The Board wishes to place on record their appreciation of the support
 and contribution of all employees towards the growth of the company.
 The Company continues to enjoy cordial and harmonious relations with
 its employees at all levels.
 
 The Companys HR policies and processes are aligned to effectively
 drive its expanding business and emerging opportunities. This has been
 achieved by continuously investing in learning and conducting training
 and development programs, creating a compelling work environment and
 empowering employees at all levels
 
 Your company had 2061 permanent employees as on March 31st, 2010.
 
 Details of the employees drawing remuneration of Rs. 24 lakhs or above
 per annum / Rs. 2 lakhs or above per month during the year have been
 included as an Annexure to this report. This information is furnished
 as required under Section 217 (2A) of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules, 1975.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Your Directors affirm that the audited accounts containing financial
 statements for the financial year under review are in full conformity
 with the requirements of the provisions of Section 217 (2AA) of The
 Companies Act, 1956. Directors further confirm:
 
 1.  that the Directors had prepared the annual accounts on a going
 concern basis.
 
 2.  that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets
 
 3.  that the accounting policies are consistently applied and
 reasonable, prudent judgement and estimates are made so as to give a
 true and fair view of the state of affairs of the Company at the end of
 the financial year and of the profit or loss of the Company for that
 period.
 
 4.  that in the preparation of the annual accounts the applicable
 accounting standards had been followed along with proper explanations
 relating to material departures.
 
 5.  of the Company and for preventing and detecting fraud and other
 irregularities.
 
 DIRECTORS
 
 The present strength of the Board is seven members.  The Board of
 Directors of Arch Pharmalabs Limited consists of 7 Directors with 4
 Executive and 3 Non-Executive Directors.  The Non-Executive Directors
 are the Directors nominated by the Institutional stakeholders of the
 Company. The Directors of the Company are professionals with experience
 in the Pharmaceutical Industry, Legal, Finance, Marketing and General
 administration and bring in a wide range of skills and experience to
 the Board.
 
 Details of Directors proposed to be re-appointed
 
 Proposed re-appointment of Mr. Ajit Kamath, Chairman & Managing
 Director
 
 Mr. Ajit Kamath, Chairman and Managing Director, retires by rotation at
 the ensuing Annual General Meeting and being eligible, has offered
 himself for re-appointment.
 
 Mr. Ajit Kamath is a commerce graduate and possesses an extensive
 experience in the pharmaceutical business.  In Arch Pharmalabs Limited,
 his contribution spans across all levels, starting from grass root
 level to organizational development. His pioneering efforts have
 steered Arch Pharmalabs Limited to a globally recognized pharmaceutical
 company.
 
 -  Mr. Ajit Kamath, aged 40 years, is the Chairman and Managing
 Director of the Company.
 
 -  He is responsible for formulation of overall business strategy and
 management of client relationships for the Company.
 
 -  A first generation entrepreneur, he has more than 14 years of
 experience in the pharmaceuticals business.
 
 Proposed re-appointment of Mr. Manoj Jain, Deputy Managing Director
 
 Mr. Manoj Jain, Deputy Managing Director, retries by rotation at the
 ensuing Annual General Meeting and being eligible, has offered himself
 for re-appointment.
 
 Mr. Manoj Jain is a Chartered Accountant by qualification and provides
 extensive value in the area of corporate policy, strategic and
 perspective planning and external relations.  Mr. Jain in instrumental
 in steering the companys growth wheel.
 
 -  Mr. Manoj Jain, aged 40 years, is the Deputy Managing Director of
 the Company.
 
 -  He is responsible for Accounting, Finance, Secretarial& Legal
 functions of the Company.
 
 -  A first generation entrepreneur, he has more than 14 years of
 experience in the pharmaceuticals business.
 
 AUDITORS
 
 The observations made in the Auditors Report are self- explanatory and
 therefore, do not call for any further comments under section 217 (3)
 of the Companies Act, 1956.
 
 The Joint statutory auditors of the company, M/s. Nayak & Rane,
 Chartered Accountants, and M/s. Chaturvedi & Shah, Chartered
 Accountants, retire at the conclusion of the ensuing Annual General
 Meeting and being eligible, offer themselves for reappointment. The
 requisite certificate pursuant to Section 224 (1-B) of the Companies
 Act, 1956 has been received.
 
 A certificate pursuant to the provisions of Section 224 (1B) of the
 Companies Act, 1956 has been received from M/s. Nayak & Rane, Chartered
 Accountants and M/s. Chaturvedi & Shah, Chartered Accountants stating
 their eligibility and consent for being appointed as Joint Statutory
 Auditors of the Company with immediate effect.
 
 FIXED DEPOSITS
 
 The Company neither accepted nor renewed any fixed deposits from the
 public during the year.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
 ETC. AND FOREIGN EXCHANGE AND OUTGO:
 
 The information in accordance with Rule 2 of the Companies (Disclosure
 of Particulars in the Report of the Board of Directors) Rules, 1988,
 relating to the conservation of Energy and Technology Absorption and
 Foreign Exchange earnings and outgo during the year under review as at
 March 31,2009 is given in the Annexure forming part of this Report.
 
 REPORTS ON CORPORATE GOVERNANCE
 
 A report on Corporate Governance along with a certificate from the
 Statutory Auditors of the company regarding compliance of conditions of
 Corporate Governance form part of this Annual Report.
 
 AUDIT COMMITTEE
 
 The Company has an Audit Committee concerned with overseeing and
 monitoring the financial reporting system within the company and
 appropriate reporting to the Board of Directors.
 
 SAFETY, HEALTH AND ENVIRONMENT (SHE)
 
 We ensure that all the activities and products are manufactured
 considering appropriate safety, health and environment risks
 
 EHS Objectives:
 
 - Identify and upgrade systems for safety, health and environmental
 hazards and risk management
 
 - Minimize waste generation, promote recycling and green chemistry
 
 - EHS practices conforming to International norms
 
 Quality Assurance
 
 At Arch, quality policy is mandated and supported by the Executive
 Management and co-ordinated by an Independent Corporate Quality
 Assurance (CQA) Department.
 
 - ISO &WHO-GMP Certification
 
 - Validated Systems and Controls in place
 
 - Complaint Handling and CAPA
 
 - Continuous upgradation of skills
 
 - Registration Documents (DM F/CTD)
 
 - Regulatory compliance as per customer needs
 
 The Companys Vitalife site has been honored with GOLD AWARD in the
 Pharmaceutical Sector for Safety Management by Greentech Foundation,
 which is a US Based Non-Profit Organization, committed to recognize and
 celebrate ethos of outstanding performance in safety issues. The award
 is a unique form of benchmarking the stringent quality standards,
 credibility and honouring the proactive practices of the awardees
 enhancing their esteem and global stature.
 
 The Companys Vitalife site has received the final certification of
 compliance to OHSAS 18001:2007 (a standard for occupational health &
 safety management system) & ISO 14001:2004 (guideline for environment
 management system) for development, manufacture & supply of bulk drugs,
 intermediates and specialty chemicals on 6th May, 2010 by M/s. Moody
 International Certification Limited.
 
 Regular First-aid camps and safety exhibitions have been held at all
 locations of the Company.
 
 CORPORATE SOCIAL RESPONSIBILITIES (CSR)
 
 As CSR initiatives are getting importance, the organizations are
 expected not only to make a difference to the economic development and
 stability in their areas of operation but also play a key role in the
 social and environmental development of the region on a whole.
 
 The company as a responsible corporate social citizen, has put in place
 several initiatives to fulfill its social responsibility and
 contributes actively to various social welfare activities.  The support
 is provided to resource centres that work towards the development and
 upliftment of the rural populace.
 
 a) Successful commercialization of green chemistry by using
 Biocatalysts in certain key APIs and intermediates and environmentally
 friendly pharmaceutical manufacturing by replacing traditional
 synthetic chemical compounds).  Creation of Jobs both direct and
 indirect employment including contractual labour.
 
 b) Contributing to various educational institutions for funding their
 various research initiatives like UDCT Mumbai, IIT Mumbaietc.
 
 c) Donations to various charitable institutions and NGOs.
 
 d) Continued support of development activities in sports like Hockey
 and Badminton - Dhanraj Pillay Hockey Academy and R Gopichand Badminton
 Academy for spotting and nurturing young talent.
 
 e) Various measures for the benefit of the people living in villages,
 near our manufacturing sites like contribution for building of school,
 approach roads for villagers at certain locations of the Company,
 borewells, childrens home (orphaned and economically backward class
 children).
 
 f) Created awareness of World Environment Day on 6lh June 2010 by
 leading initiative for Tree Plantation Drive at all the manufacturing
 sites of the company.
 
 g) The Company sponsored an Ambulance Service at its Badlapur unit for
 use by all the units in the vicinity of Badlapur Industrial
 Manufacturers Association.
 
 INFORMATION TECHNOLOGY
 
 Enterprise Resource Planning (ERP): The Core ERP 4.0 was purchased from
 M/s Vishwayon Software Pvt. Ltd. in March 2008 and was deployed in a
 phased manner. The implementation was completed by 2009 end. The ERP
 comprises of modules viz. Purchasing cycle, Stores and inventory, Sales
 and Financial accounting
 
 Outsourced Mailing system: Arch Pharmalabs Ltd is utilizing mailing
 services which are hosted by Logix Infosecurity Pvt.  Ltd, Mumbai. The
 mailing system has more than 900 email accounts
 
 Total QA- PCMS system: Arch uses Q-Cent DCMS system in its Dombivali
 and Vitalife plants. The system is used by BMR & BPR issues.
 
 SAP ECC 6.0: In December 2009, ARCH has procured 402 licenses of SAP
 ECC 6.0. The implementation project launched on 27th May 2010 shall
 have following modules:
 
 1.  Financial Accounting (Fl)
 
 2.  Controlling (CO)
 
 3.  Materials Management (MM)
 
 4.  Plant Maintenance (PM)
 
 5.  Production Planning (PP)
 
 6.  Quality Management (QM)
 
 7.  Project System (PS)
 
 8.  Sales & Distribution (SD)
 
 The implementation project is in process and scheduled Go-live is in
 last quarter of financial year 2010. Zensar Technologies Limited has
 been selected as our implementation partner.
 
 ARCH WAN: All Arch sites are provided with MPLS / VPN connectivity from
 Tulip Telecom, India. Badlapur has a BSNL leased line as part of the
 point to point connectivity with
 
 head office. Majority of the locations have video conferencing facility
 along with data. The pictorial presentation is as below:
 
 INSURANCE
 
 All the assets of the company are adequately insured as per Industry
 standards.
 
 INTERNAL CONTROL SYSTEMS
 
 Your Company conducts its business with integrity and high standards of
 ethical behavior, and in compliance with the laws and regulations that
 govern its business. Your Company has a well established framework of
 internal controls in operation, including suitable monitoring
 procedures and self- assessment exercises.  In addition to external
 audit, the
 
 financial and operating controls of your Company at various locations
 are reviewed by the Internal Auditors, who report their findings to the
 Audit Committee of the Board.  Compliance with laws and regulations is
 also monitored. Your Companys Code of Conduct sets out the fundamental
 standards to be followed by employees in their everyday actions. In
 accordance with the Code of Conduct, and Standards associated with the
 Code of Conduct, employees are required to become familiar with the
 legal requirements, policies and procedures applicable to their areas
 of operation, avoid conflicts of interest and are tasked with upward
 
 reporting of all unethical and illegal conduct. All employees are
 committed to the principle of performance with integrity and ensuring
 that activities comply with all applicable laws.
 
 Strong oversight and self monitoring policies and procedures
 demonstrate your Companys commitment to the highest standards of
 integrity.
 
 The Company ongoing implementation of SAP as ERP platform is further
 expected to help in establishing checks and exercise of timely
 controls.
 
 NOTES ON SUBSIDIARIES
 
 Your Company has 4 subsidiary companies as on 31 * March, 2010.
 
 Pursuant to Section 212(8) of the Companies Act, 1956, the Central
 Government vide its letter no. 47/666/2010-CL-lll dated August 4,2010
 granted exemption from attaching to the Balance Sheet of the Company,
 the Accounts and other documents of each of its subsidiaries. However,
 the Consolidated Financial Statements of the Company, which include the
 results of the said subsidiaries, form a part of this Annual Report. A
 statement containing certain particulars of the subsidiaries, as
 stipulated by the Government of India, Ministry of Corporate Affairs
 while granting such exemption, are attached to the Annual Report.
 Copies of the annual accounts of the Companys subsidiaries can be
 sought by any investor of the Company on making a written request to
 the Company at the Registered Office of the Company in this regard. The
 Annual Accounts of the subsidiary companies are also available for
 inspection by any investor at the Companys registered office.
 
 ACKNOWLEDGMENTS
 
 Your Directors take this opportunity to thank Central and State
 Governments, Financial Institutions, Banks, Government authorities,
 customers, vendors and shareholders for their continued cooperation and
 support. Your Directors value the professionalism of all the employees
 of the company who have worked relentlessly worked in a challenging
 environment and whose efforts have stood the company in good stead.
 
                                 For and on behalf of the Board
 
                                                Sd/- 
 Place: Mumbai                               AJIT KAMATH
 
 Date : 03.09.2010                 CHAIRMAN & MANAGING DIRECTOR
 
 
Source : Dion Global Solutions Limited
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