The Directors are pleased to present 17th Annual Report and the
audited accounts for the financial year ended on March 31, 2012.
Financial Results:
The financial performance of the Company, for the year ended on March
31, 2012 is summarized below:
(INR-Millions)
For the year For the year
Particulars Growth
ended on ended on (%)
March 31, 2012 March 31, 2011
Sales and Other Income 33,899 29,784 13.82
Profit before Interest, Finance
Charges, Depreciation, 9,069 7,659 18.41
Amortisation and Impairment and
Tax (PBIDT)
Less: Depreciation, Amortisation
and Impairment 1,082 969 11.66
Profit Before Interest and Finance
charges and Tax (PBIT) 7,987 6,690 19.39
Less: Interest and Finance charges 1,283 318 303.46
Profit Before Tax 6,704 6,372 5.21
Less: Provision for Tax 129 268 (51.87)
Profit After Tax 6,575 6,104 7.72
Add: Profit brought forward from
the previous year 6,675 3,323
Profit available for appropriation,
which is appropriated as follows: 13,250 9,427
Proposed Dividend 1,536 1,280
Corporate Dividend Tax on Proposed
Dividend [Net of CDT Credit] 170 146
Transferred to Debenture Redemption
Reserve 450 100
Transferred to General Reserve 1,000 1,226
Balance carried to Balance Sheet 10,094 6,675
Total 13,250 9,427
Earnings per share [EPS] [Face
Value of shares Rs.5/-] [in Rupees] 32.11 29.81
Results of operations:
During the year under review, the consolidated sales grew by 14.59 %.
On standalone basis, the Company has achieved sales of Rs. 24,565
millions, showing a growth of 11.09 % compared to the previous year.
The PBIDT increased by 18.41 % to Rs. 9,069 millions. The Profit before
Tax was higher by 5.21 % to Rs. 6,704 millions. The Profit after Tax
increased to Rs. 6,575 millions up by 7.72% compared to Rs. 6,104
millions in 2010-11. The Company achieved EPS of Rs. 32.11 compared to
Rs. 29.81 in 2010-11. A detailed analysis of performance for the year
has been included in the Management Discussion and Analysis, which
forms part of the Annual Report.
Dividend:
Your Directors have recommended a dividend of Rs. 7.50 per Equity Share
[last year Rs. 6.25 per Equity Share] on 204,748,520 equity shares of
Rs.5/- each fully paid-up for the financial year ended March 31, 2012,
amounting to Rs. 1,706 millions [inclusive of tax of Rs. 170 millions].
The dividend, if declared by the shareholders at the ensuing Annual
General Meeting, will be paid to those shareholders, whose names stand
registered in the Register of Members as on August 6, 2012. In respect
of shares held in dematerialized form, it will be paid to the members
whose names are furnished by National Securities Depository Limited and
Central Depository Services [India] Limited, as beneficial owners. The
Dividend Payout ratio for the current year (inclusive of corporate tax
on dividend distribution) is 25.95 percent.
Management Discussion and Analysis [MDA]:
MDA, for the year under review, as stipulated under clause 49 of the
Listing Agreements with the Stock Exchanges is presented in a separate
section, which forms part of the Annual Report.
Consolidated Financial Statements:
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Associates and AS-27 on Financial Reporting of
Interest in Joint Ventures and as provided under the Listing Agreement
with the Stock Exchanges, the audited Consolidated Financial Statements
are provided in the Annual Report, which show the financial resources,
assets, liabilities, income, profits and other details of the Company,
its associates companies and its subsidiaries after elimination of
minority interest, as a single entity.
Subsidiary Companies:
During the year, Quimica E Pharmaceutica Nikkho Do Brazil Ltda., Brazil
was merged with Zydus Healthcare Brazil Ltda, Brazil with effect from
April 1, 2011. After the merger, the name of the Company was changed to
Zydus Nikkho Pharmaceutica Ltda, Brazil.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. As required under
the circular, the Board of Directors at its meeting held on May 10,
2012 passed a resolution giving consent for not attaching these
documents with the Balance Sheet of the Company.
The Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same. The annual
accounts of the subsidiary companies will also be kept open for
inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies.
The statement containing the list of subsidiaries along with brief
financial details of the subsidiaries is given in this Annual Report
separately.
Directors:
Mr. Apurva S. Diwanji, Director of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible, has offered
himself for reappointment. The Board of Directors recommends the
reappointment of Mr. Apurva S. Diwanji.
The Board of Directors of the Company has, subject to approval of the
shareholders at the ensuing Annual General Meeting reappointed Dr.
Sharvil P. Patel as Deputy Managing Director of the Company. An
abstract of the terms and conditions of his appointment and memorandum
of interest under section 302 of the Act have been sent to the members
of the Company.
Brief profiles of the Directors proposed to be reappointed as required
under clause 49 of the Listing Agreement are annexed to the notice
convening 17th Annual General Meeting forming part of this Annual
Report.
Directors'' Responsibility Statement:
Pursuant to the requirements under section 217 (2AA) of the Companies
Act, 1956 and to the best of their knowledge and belief, and according
to the information and explanations provided to them, your Directors
hereby state that:
(a) the Annual Accounts for the year ended March 31, 2012 are prepared
on going concern basis;
(b) in preparation of the Annual Accounts, all the applicable
accounting standards have been followed. Necessary explanations are
given for material departures, if any;
(c) sound accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on March 31, 2012 and of the profit of the Company for
the year ended on that date and
(d) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
prevention and detection of fraud and other irregularities
Corporate Governance:
A detailed report on the Corporate Governance together with a
certificate from the statutory auditors, confirming the compliance of
conditions of Corporate Governance stipulated under clause 49 of the
Listing Agreements with the Stock Exchanges forms part of the Annual
Report.
Auditors:
M/s. Mukesh M. Shah & Co., Chartered Accountants, (Firm Registration
No. 106625W) Statutory Auditors of the Company hold office until the
conclusion of the ensuing Annual General Meeting and are eligible for
reappointment.
The Company has received a letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under
section 224 (1B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of section 226 of the
said Act.
Auditors'' Report and Notes on Accounts:
The Board has duly reviewed the Statutory Auditor''s Report on the
Accounts. The observations and comments, appearing in the Auditor''s
Report are self-explanatory and do not call for any further explanation
/ clarification by the Board of Directors under section 217[3] of the
Companies Act, 1956.
Cost Auditors:
The Central Government has directed an audit of the cost accounts
maintained by the Company in respect of formulations and bulk drugs
businesses. For conducting the cost audit for these activities for the
financial year ended March 31, 2012, based on the recommendation of
Audit Committee, the Board has appointed M/s A. G. Dalwadi & Co., Cost
Accountants and made an application to the Central Government in
accordance with MCA Circular dated April 11, 2011. The Cost Auditor has
filed the cost audit reports for the financial year ended on March 31,
2011 for formulations and bulk drugs businesses within the due date on
September 17, 2011. The due date of filing the cost audit report was
September 30, 2011.
Particulars of Employees:
The names and other particulars of the employees as set out under
section 217(2A) of the Companies Act, 1956 and rules made thereunder is
provided in Annexure forming part of the Report. In terms of section
219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are
being sent to the shareholders excluding the aforesaid Annexure. Any
shareholder interested in obtaining a copy of the same may write to the
Company Secretary. None of the employees listed in the said Annexure is
related to any Director of the Company.
Energy Conservation, Technology Absorption and Foreign Exchange Earning
and Outgo:
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Directors) Rules, 1988, are
provided in the Annexure - A to this Report.
Acknowledgment:
Your Directors place on record their sincere appreciation for the
continued co-operation extended to the Company by the Consortium Banks
and Financial Institutions. Your Directors also thank the Medical
Profession, the Trade and Consumers for their patronage of the
Company''s products. Your Directors also place on record sincere
appreciation of the continued hard work put in by the employees at all
levels. The Directors also thank the Company''s vendors, investors,
business associates, Government of India, State Government and various
departments and agencies for their support and co-operation.
By Order of the Board of Directors
Place : Ahmedabad Pankaj R. Patel
Date : May 10, 2012 Chairman |