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DIL Directors Report, DIL Reports by Directors


BSE: 506414|ISIN: INE225B01013|SECTOR: Pharmaceuticals
May 25, 16:00
129.9 (5%)
DIL is not listed on NSE
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Directors Report Year End : Mar '16    Mar 15

The Members,

The Directors are pleased to present the 64th Annual Report along with the Audited financial statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS (Amount - Rs. in Lakhs)



2015 - 2016

2014 - 2015

2015 - 2016

2014 - 2015

Total Revenue





Total Expenditure





Profit before Interest, Depreciation, Amortization Expense and Tax (‘EBIDTA’)





Financial Cost





Depreciation and Amortization Expense





Profit before tax (‘PBT’)





Less : Provision for tax (including deferred tax)





Profit after tax (‘PAT’)





Minority interest



Share of interest in profit/(loss) of associates



Profit for the year





Balance brought forward *





Balance for appropriations






Proposed Dividend





Dividend Distribution Tax





Balance in Statement of Profit and Loss account





* Net of adjustment of effect of depreciation



During the year under review, the Company on a Standalone basis earned revenue of Rs.728.14 lakhs, (Previous year Rs.1,352.39 lakhs). In 2015-16, the Company reported a loss of Rs.(913.72) as against a profit after tax of Rs.72.86 lakhs in the previous year.

The Company on a consolidated basis recorded revenue of Rs.15,606.22 lakhs in the financial year 2015-2016 (Previous year Rs.14,181.80 lakhs). In the financial year 2015-16, the profit after tax was Rs. 271.26 lakhs as against Rs.95.38 lakhs in the previous year.


Your Directors are pleased to recommend a final equity dividend of Rs.2.50 per equity share of Rs.10 each (25%) [previous year Rs.5 per equity share] for the year ended March 31, 2016. Total cash outflow in relation to the equity share dividend will be Rs.69 Lakhs (previous year Rs.138 Lakhs), including dividend distribution tax of Rs.11.67 Lakhs (previous year Rs.23.34 Lakhs).


The consolidated financial statements of the Company for the financial year 2015-16 includes financials of its subsidiaries, joint venture entities and associate entities (collectively referred as ''Subsidiaries/ Associates'') i.e. Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, Aegean Properties Limited, CC Square Films Limited (Subsidiaries), Vasko Glider s.r.o. and Agastya Films LLP (joint venture entities); Health and Wellness India Private Limited and Zela Wellness Private Limited (associate entities). The consolidated financial statements of the Company and its Subsidiaries/ Associates entities are prepared in accordance with the relevant Accounting Standards (AS) i.e. AS 21, AS 23 and AS 27, issued by the Institute of Chartered Accountants of India, provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 (''Act''), shall form part of this Annual Report.


The individual financial statements and other reports of the Company''s Subsidiaries/ Associates have not been attached to the financial statements of the Company for the financial year 2015-16. Any member seeking information on the annual financial statements of the Company''s Subsidiaries/ Associates may write to the Company Secretary at the registered office of the Company.

The financial information of the Company''s Subsidiaries/ Associates provided in this section may be read along with the information provided under the heading ''Consolidated Financial Statements'' of this report. In accordance with the provisions of section 129 (3) of the Act, read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014 [as amended from time to time], the Company has attached a separate statement, containing salient features of the financial statements of Company''s Subsidiaries/ Associates in Form AOC I on page no. 30, of this report.

Agastya Films LLP, a film production entity, was incorporated on November 20, 2015 under the Limited Liability Partnership Act, 2008. Your Company is a partner in Agastya Films LLP holding 50% of the total capital in Agastya Films LLP

During the year under review, no company has become or ceased to be a subsidiary, joint venture entity or associate entity, except as mentioned above.

The financial statements of the Company''s Subsidiaries/ Associates will be kept open for inspection at the registered office of the Company, from 9.00 a.m. to 5.00 p.m. on all working days, except Saturdays and Sundays, up to the date of the 64th AGM of the Company.

The standalone and consolidated financial statements of the Company, along with the financial statements of the Company''s Subsidiaries/ Associates and its related information as attached to this report, have been uploaded on the website of the Company (

Members interested in obtaining copies of the annual financial statements of each of the Company''s Subsidiaries/ Associates, may write to the Company Secretary at the registered office address of the Company.


The operations of your Company during the financial year 2015-16 mainly include:

a. Ongoing Strategic investments in pharmaceuticals and wellness management;

b. Pharmaceuticals; Research, development and product delivery across biotechnology and environmental solutions are pursued through its subsidiary, Fermenta Biotech Limited (FBL); and

c. Property rentals, treasury operations and production of motion pictures.

This MD&A section as discussed below, includes the management perspective and operational performance of the Company and its subsidiary, FBL.

The MD&A pertaining to pharmaceutical, biotech and environmental solutions are as follows:

Industry perspective:

In the backdrop of reforms initiated by the new government, interspersed with improved economic scenario, the Indian pharmaceutical sector is poised to consolidate its position as a key contributor to the global pharmaceutical industry. The Indian pharmaceutical sector accounts 2.4% of the global pharmaceutical industry in terms of value and 10% in terms of volume, including 20% contribution in global generics export. Factors like increased incidence of lifestyle and age related diseases have propelled the market demand dynamics while the improved technology in Active Pharmaceutical Ingredients (API) manufacturing processes with integrated novel processes including enzymatic have helped greatly to bridge the supply demand gap. The global API market is expected to touch US$ 2051.51 billion by 2020 from US$ 150 billion in 2015, with an expected Compound Annual Growth Rate (CAGR) of 6.5% during the forecasted period.

Indian biotechnology space is on a growth trajectory and has competitive advantage to expand across different business verticals in the ensuing years. Presently, the Indian biotech sector accounts 2% of the global biotech business. The Indian biotechnology industry, is valued at US$ 7 billion and growing at a CAGR of 30%.

The active participation of the Government in effectively implementing the waste water discharge norms across municipal bodies, industrial, commercial and residential users has been the proactive driver for expanding the environmental solution segment. The above initiatives combined with public awareness and the accessibility to new age remediation technologies have nurtured a conducive environment for public-private participations as well as large scale corporate commitment in this segment.


Despite the sustained business challenges, FBL stood its ground to post a standalone gross revenue of Rs.14,973.46 lakhs, (Previous year Rs.12,931.10 lakhs). The profit before tax for the year under review was Rs.1,617.54 lakhs (previous year Rs.189.40 lakhs) and profit after tax was Rs.1,188.92 lakhs for the year under review as against Rs.32.60 lakhs in the previous year.

FBLRs.s consolidated financials recorded revenue of Rs.14,974.60 lakhs in the financial year 2015-2016 (Previous year Rs.12,931.10 lakhs). The profit after tax was Rs.1,180.76 lakhs as against Rs.25.43 lakhs in the previous year.

Opportunities and Outlook:

The Indian pharmaceutical sector is growing at CAGR of 16.5%. Sustained and balanced growth is driven by various market demands like more prevalent lifestyle diseases, prolonged diseases management, affordable health care coupled with health insurance spectrum and preventive medicines. Cost advantages and availability of technical and skilled personnel in India are the key factors in projecting India as a major manufacturing hub for generic. India''s generic accounts 20% of global exports in terms of volume, making our country as the largest provider of generic medicines globally.

The global industrial enzyme market is growing at a CAGR of 5%, which spans across various segments like food, pharma, textiles, feed and fine chemicals. The Indian enzyme players are experiencing a critical business momentum towards focused R&D and knowledge based innovation efforts in providing novel, eco-efficient enzymatic solutions to enable competitively sustainable processes. The industrial biocatalysis using enzymes for various antibiotics as well as valued added products is at a tipping point, which has already gone as a mainstream process and the commitment of more players into this new age manufacturing platform adds fillip to business competitiveness.

Stringent implementation of waste disposal standards across various industries, in combination with increased government participation on water reuse and recycling, is widening the business horizon for water & waste management and recycling segments. With a market size of over US$ 4 billion, the Indian water and wastewater market is growing at 10-12 % a year.

Moving forward, FBL''s increased production capacity combined with process efficiency will help to consolidate and to sustain its competitiveness advantages, amortize fixed cost effectively and will enhance the confidence of clients seeking long term supply arrangements. FBL continues to improve its innovation, overall operational efficiency, widen its distribution network and to achieve increased market footprints, globally.

Threats and Concerns:

The Indian pharmaceutical industry has been facing stiff competitions from its Asian competitors which may be a constant feature going forward. Indian APIs manufacturers are working on various methods to mitigate the competitive strategies of the Asian competitors and one such major attempt is to reduce its dependency in relation to import of bulk drugs from Asian competitors.

Aggressive marketing strategy from principal competitors could affect short term realizations of FBL. Volatile price fluctuations of key raw materials may affect the overall pricing in general and more specifically of enzymatic products.

Implementation of environment projects with stringent regulatory norms and adherence to timelines has been challenging. Procuring and executing customized projects with specific requirements would be the key to stay competitive in environment business.


Industry Perspective:

As reported earlier, the Government of Maharashtra introduced its new Information Technology/ Information Technology Enabled Services (IT/ITES) Policy in 2015. Further, in 2016, the Maharashtra Government has substantially broadened the definition of ''back office operation'' by amending the IT/ITES Policy, 2015. The new back office operation definition includes administrative and support services of banks, insurance companies, mutual fund and non-banking finance companies and other support services.

With the introduction of the Real Estate (Regulation and Development) Act, 2016; this sector will witness regulated protection of interests of stakeholders and promote overall growth of the real estate sector in India.

The Union Budget 2016 has been reasonably conducive to real estate segment by taking into consideration some of the sector''s requirement though not in entirety. Fast growth of infrastructure, competitive rentals, better connectivity and proximity to important commercial and industrial areas in the Mumbai Metropolitan region, Thane''s commercial office sector expects significant gains in the coming years.


In 2015-16, your Company reported a decrease in rental income from Rs.1,065.54 lakhs in the previous year to Rs.613.31 lakhs in the year under review. Low revenue earnings in this segment are mainly due to the impact of no rent fit out period in Thane One, non renewal/termination of existing Licence agreements and stagnancy in rental income from Company''s property.

The Occupation certificate for the Company''s IT/ITES project, Thane One was issued by the Thane Municipal Corporation on December 31, 2015.

Opportunities and Outlook:

Planned developments, easy connectivity, good infrastructural supports and working class residents have projected Thane as a viable option to corporate houses to relocate their offices in and around Thane. Competitive rentals and minimizing commuting time between office and home - walk to work concept -in Thane are viewed positively by the business entities. These developments, coupled with overall improvement in the office space rentals and the convenient location of Thane One, would contribute to yield better rentals in Thane One office space activities.

Challenges and Concerns:

Delays in government approvals process and lack of a single-window clearance system mainly hinder completion of projects as per the planned time schedule. Delay in completion of projects leads to escalation of total project cost vis a vis interest cost. High cost of borrowings is also a major challenge to the real estate sector. Matching needs of demanding and cost conscious clients and to close such transactions is challenging in the growing and competitive office rental space.


Industry Perspective:

The Indian media and entertainment sector grew 12% to reach .13 billion (Rs.1.68 trillion) in 2015, according to Price water house Coopers (PwC)''s Global Entertainment and Media Outlook 2016-20. This industry is expected to exceed US$ 40 billion by 2020 growing at an average annual rate of 10.3% between 2016 and 2020. In terms of admission, India will remain the largest cinema market in the world till 2020 , with a CAGR of 6.6%.


In 2015-16, the Company has entered into a strategic partnership with an Indian entity to produce a hindi film which is currently under production. Creating good content and owning intellectual rights are the areas identified by the company to meet the future industry requirement and to mitigate the challenges of the industry in order to expect good returns in the future.

Opportunities and Outlook:

The Indian film industry is expected to touch US.4 billion by 2019, at a CAGR of 11.2 per cent. Increasing digital screens and innovative screening of films are expected to propel the growth of the industry. Government''s policies like ease of doing business and amending regulations to suit the requirements of the entertainment industry will foster the growth of the sector. With these changing industry landscapes, White Stripes would evaluate projects, including the strategic partnership with an international production house for the Company''s remake rights.

Concerns and challenges:

Considering the population and appetite for cinema, India remains underserved in terms of multiplexes and screens in the country. Screen growth, high tax structure and real estate prices are impacting the growth of the entertainment industry. Increased competition from regional and foreign films and menace of piracy has been affecting the revenues of this industry. Unless the film fraternities join hand, piracy shall remain a nagging problem.

Treasury Operations:

As reported earlier, the Company has been divesting its mutual funds and fixed deposits investments on need basis to meet the project cost of Thane One. In the year under review, the investment committee evaluated investment proposals in terms of the approved principles and statutory regulation governing such investments. In 2015-16, the revenue earned from treasury operations dropped to Rs.114.64 lakhs (Previous year Rs.281.25 lakhs), mainly due to divestment of investment corpus.


The Company maintains appropriate internal control systems, commensuration to its size, nature of operations, reporting(s) and compliance with applicable laws and Company''s procedures. The Company''s internal control systems are routinely tested and certified by Statutory as well as Internal Auditors. During the year under review, the Company''s Internal auditors, M. M. Nissim & Co., Chartered Accountants, conducted and reported the effectiveness and efficiency of these systems including the adherence of procedures as per the policies of the Company.

The Company has a well staffed, experienced and qualified Finance Department who plays an important role in implementing and monitoring the internal control procedures and compliance with statutory requirements. The Audit Committee and the Board of Directors reviews the report(s) of the independent Internal Auditor at regular intervals along with the adequacy and effectiveness of Internal Control systems and suggest improvements and corrective actions.


The Company continues to focus on-the-job trainings, competency building, reward and retention programmes. Mapping competencies and performance management of employees are conducted through various innovative programmes for development and operational growth of the employees and the Company.

The Company conducts various relation building activities outside of routine job responsibilities with an objective to improve employees'' motivation and to reinforce employer and employees trusting relationship.

Your Company in the financial year 2015-2016 closed with a stable headcount of 43 personnel across all levels.

The provisions of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') read with Section 197 (12) of the Act is not applicable, as no employee of the Company has received remuneration equivalent or exceeding the limits specified therein, during the year under review.

The information required under Rule 5(1) of the aforesaid Rules read with Section 197 (12) of the Act in respect of ratio of the remuneration of each director to the median employee''s remuneration and other details (collectively referred as ''Employee Information'') forms part of this report. However, in terms of Section 136 of the Act, this report including financial statements is being sent to the members and others entitled thereto, excluding the Employees Information. Members can inspect the said information at the Registered Office of the Company during business hours on any working day (excluding Saturdays) up to the date of this 64th Annual General Meeting (AGM) or can obtain its copy by writing to the Company Secretary at the registered office address of the Company.

Your Company continues to provide a safe working environment for its employees. The Company has framed a code on ''Redressal of Grievances regarding sexual harassment'' and has constituted an ''Internal Complaints Committee'' for redressal of grievances as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. There were no cases / grievances reported or pending during the year under review.


Information Technology (IT) continues to support business operations in the Company, through continued investment in the enterprise wide ERP platform including Data Reporting. The Company''s IT Team manages various locations with state-of-the-art technology and has been incorporating new technologies into the system. In addition, mobility solution and support has played a key role in achieving improved deliverables in Company''s operations and objectives. Your Company continues to drive resilience through targeted remediation of high risk operating systems, applications and its related areas. Annual Application & Control audits are undertaken to ensure consistent remediation of any business and process risks. Alongside the investment in technology, the Company is also improving its service management processes to prevent any defects in the IT environment and to enable faster resolution of any such incidents with minimum business disruption.


In 2015-16, your Company has not accepted any fixed deposits and no principal or interest is due to the public as on March 31, 2016.


During the year under review, the Company has received ''Long Term'' Credit rating of ''CRISIL BB /Stable'' as reaffirmed by CRISIL. This rating reflects moderate risk of default regarding timely servicing of financial obligations.


Independent Directors:

The Independent Directors have made declarations to the Company, confirming that the conditions of independence laid down in sub section 6 of section 149 of the Act and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly complied.

Retirement by rotation:

Ms. Rajeshwari Datla (DIN - 00046864), retires by rotation at the Annual General Meeting and being eligible, offers herself for re-appointment. Brief profile of Ms. Rajeshwari Datla is provided on page no. 33 of this Annual Report.

Directors and Key Managerial Personnel:

No Director or Key Managerial Personnel resigned or was appointed during the year under review.


The members in the 62nd AGM of the Company held on September 24, 2014 approved the appointment of SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 324982E/E300003) as Statutory Auditors of the Company to hold office from the conclusion of 62nd Annual General Meeting (AGM) until the conclusion of 65th AGM of the Company in place of the retiring Auditors, S.R. Batliboi& Associates LLP, Chartered Accountants (Firm Registration no. 101049W), subject to ratification by the members at every AGM of the Company. SRBC & Co. LLP has expressed its willingness and confirmed its eligibility to act as Statutory Auditors of the Company for the financial year 20161 7. The qualifications made by the Auditors in their report and the justification of the Board is provided in Page No. 39 of this Annual Report.


The Board of Directors has appointed Mr. V. N. Deodhar (Membership No. FCS-1880), Proprietor of V. N. Deodhar & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 201516 as per the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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


Pursuant to provisions of sub-section 5 of Section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably 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 and loss of the Company for the year under review;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the financial year ended March 31, 2016 have been prepared on a ''going concern'' basis.

v) Proper internal financial controls are devised to ensure compliance with the provisions of all applicable laws and that such internal financial controls were adequate and operating effectively.

vi) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


The details forming part of the extract of the annual return is enclosed as Annexure II to this Report and forms part of this Report.


Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015, your Company has adopted

(a) Code of Conduct to regulate, monitor and report trading by Insiders, applicable to Promoters, Promoter''s Group, Directors and such Designated Employees who are expected to have access to unpublished price sensitive information of the Company; and (b) ''The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) The aforesaid Codes are displayed on the Company''s website i.e


The Nomination and Remuneration policy of the Company (''Remuneration Policy'') inter alia, lays down the criteria for (a) appointment and payment of remuneration to Directors, Key Managerial Personnel and senior management of the Company; (b) criteria for appointment of Independent Director; and (c) evaluation of performance of Directors.

The brief details of the Remuneration Policy including the manner in which evaluation of Directors is conducted are provided in the Corporate Governance report, as annexed to this report. The Remuneration Policy can be viewed at Company''s website at http:/ /


Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, as on March 31, 2016 are as follows:


Amount (Rs. in lakhs)

Loans given


Investment made


Corporate Guarantee given



All related party transactions entered into during the year under review were on arms length basis and in the ordinary course of business. During the year under review, the Company has not entered into any material related party transaction. In view of this, disclosure in form AOC-2 is not applicable to the Company.

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


(A) Conservation of energy and Technology absorption

Information in accordance with provision of Section 134(3)(m) of the Act, with respect to Conservation of energy and technology absorption is not applicable to the present activities of the Company.

(B) Foreign Exchange Earnings and Outgo

During the year under review, there were no Foreign Exchange earnings. Foreign Exchange outgoings are provided in Note No. 38 to the Financial Statements.


Pursuant to Regulation 4 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report along with the Corporate Governance Certificate issued by Mr V. N. Deodhar (Membership No. FCS-1880), Proprietor of V.N. Deodhar & Co, Practising Company Secretaries is provided in Annexure III and forms part of their Report.

Details of number of Board meetings, composition of the Audit Committee, details of risk management policy and establishment of Vigil Mechanism as required under the Companies Act, 2013 are provided in the Corporate Governance Report.


The Annual Report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 1 and forms an integral part of this Report.


There was no change in business and in the nature of business of your Company during the year under review.


There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations during the year under review.


Your Directors would like to express their appreciation to the employees of the Company at all levels, members, bankers, financial institutions, regulatory bodies and other business associates for their support during the year under review.


Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions and/or in this report may be ''forward-looking statements'' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.

For and on behalf of the Board of Directors

Sanjay Buch


Registered Office :

''DIL'' Complex,

Ghodbunder Road, Majiwada,

Thane (West) - 400 610,

Maharashtra, India.

August 12, 2016.

Source : Dion Global Solutions Limited
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