The Directors have pleasure in presenting their Report along with the
Audited Accounts of the Company for the year ended March 31, 2011.
FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars 2010-2011 2009-2010
Net Sales 41957.29 35260.88
Profit before Tax & other Adjustments 4855.95 7940.69
Less: Current tax 987.18 1371.32
Add :MAT Credit Entitlement 408.55 1150.75
Less: Deferred Tax Liability 262.80 683.25
Profit After Tax 4014.52 7036.87
Add/(Less): Prior Periods Adjustments (Net) (2.03) 110.00
Less: Short Provision of Income tax for
earlier years — 39.52
Net Profit 4012.49 7107.35
Balance of profit brought forward 5795.42 7942.27
Amount available for Appropriation 9807.91 15049.62
Appropriations:
Transfer to Debenture Redemption Reserve 1250.00 625.00
Transfer to General Reserve 5000.00 7500.00
Proposed Dividend 968.37 968.37
Tax on Proposed Dividend 157.09 160.83
Balance Carried to Balance Sheet 2432.45 5795.42
DIVIDEND:
For the financial year 2010-2011, your Directors are pleased to
recommend a final dividend of 60% on the paid-up equity share capital
of Rs.1613.94 lacs (Rs.1.20/- per equity share of Rs.2/- each)
(previous year 60% on the paid-up equity share capital of Rs.1613.94
lacs, i.e. Rs.1.20/- per equity share of Rs.2/- each), which if
approved at the forthcoming Annual General Meeting will be paid out of
the profits of the Company for the year to all those equity
shareholders whose names appear in the Register of Members on the close
of business hours as on 15th July, 2011.
PERFORMANCE AND OPERATION REVIEW:
During the year, your Company achieved a turnover of Rs.41957.29 lakhs
as against Rs.35260.88 lakhs during the previous year reflecting a
growth of 18.99%. Exports constitute Rs.30029.91 lakhs or 71.57% of
sales for 2010-11. Other income earned during the year stood at
Rs.275.36 lakhs as against Rs.315.28 lakhs in the previous year. Profit
before tax decreased by 38.85% (Rs.4855.95 lakhs during the year as
against Rs.7940.69 lakhs in the previous year). Profit after tax for
the year was Rs.4014.52 lakhs as against Rs.7036.87 lakhs during
previous year.
Earning per share for the year works out to Rs.4.97 per share (previous
year Rs.8.81).
The consolidated turnover, which includes results of all its wholly
owned subsidiaries, proportionate share in the joint ventures (Schutz
Dishman Biotech Ltd., CAD Middle East Pharmaceutical Inds., Dishman
Arabia Ltd. and Dishman Japan Ltd.) and associate (Bhadra- Raj Holdings
Pvt. Ltd.) reported 8.25% growth in sales to Rs.99084.40 lakhs for the
current financial year 2010-11 compared to the previous years sales of
Rs.91535.74 lakhs.
Consolidated Profit before tax & other adjustment of the Company stood
at Rs.9210.63 lakhs (previous year Rs. 13252.88 lakhs) and profit after
tax for the year at Rs.8134.43 lakhs (Previous year Rs.11757.63 lakhs)
for the current financial year 2010-11.
The consolidated Earning per share for the year works out to Rs.9.92
per share (previous year Rs.14.55 per share).
Lower sales and profit during the year is mainly due to global
recession and inventory rationalization at customers end.
A detailed analysis of the performance of the Company and financial
results is given in the Management Discussion and Analysis Report,
which forms part of this Report.
Vitamin D
During the year, your Company started setting up a new unit to
manufacture Vitamin D at Bavla. The unit is expected to be ready for
trail production during the second quarter of FY 2011-12.
Disinfectant Division
Your Company has set up a manufacturing unit at Bavla to manufacture
Antiseptics and Disinfectants for application in healthcare and related
industries. Trial production is expected from the unit by end of June,
2011.
New High-Potency Manufacturing Unit (Unit 9)
Your directors are pleased to inform you that Unit 9 (HYPO facility)
has successfully completed all validation procedures for the
containment of highly active APIs. Unit 9 has smoothly undergone an
in-depth and scientifically rigorous qualification process of our
containment equipment, led by an external consultancy with a strong
reputation and expertise in industrial hygiene. HYPO facility set up
at Bavla completed containment performance validation by VEGA
Environment Consultants Ltd. and ready for trial production in the
first quarter of 2011-12.
RESEARCH AND DEVELOPMENT:
Research and Development is the foundation upon which Companys
strategy of manufacturing and marketing of Bulk Drugs, Intermediates
(including contract manufacturing), Fine Chemicals, Quats & Specialty
chemicals stands. Your Company offers portfolio of services from
process R&D in state-of-the-art laboratories, kilo and pilot plant
trials in well equipped kilo labs and pilot plants and scale-up to full
scale commercial manufacture in multi purpose production units as well
as dedicated facilities for certain products as per customer
requirement. By offering technical and manufacturing excellence in
multiple locations around the globe, your Company is the global
outsourcing partner for the pharmaceutical industry providing
innovative development and value for money, long term commercial
supply.
Your Company Offers R & D services with a specialization in development
process that are truly scalable to commercialization through process
research and development. Your Companys R & D process is supported by
Analytical Services department which provided support in development of
new analytical methods for products developed in the R&D labs.
Analytical Development Lab is equipped with all modern equipment for
the analysis of raw materials, intermediates and finished products. We
continually upgrade the instruments as per the requirements of our
customers/products. The Quality Control (QC) supports the analytical
requirements starting from initial raw material releases to release of
Final API.
Kilo & Pilot facilities for cGMP production of API are an integral part
of R&D center to facilitate maximum interaction and ensure seamless
process transfer from Laboratory to plant.
At Bavla facility, your Company has created a state-of-the-art R & D
center comprising three floors and having total built up area of 4500
Sq. Mtrs. The R&D center houses a technical library, 8 R&D
laboratories, a formulation development laboratory, an analytical
development department, a kilo lab and a cGMP compliant pilot plant.
The technical library has a rich collection of books and periodicals
covering various chemistry and related topics. It is staffed by
competent persons.
The R&D labs work under full Good Laboratory Practices (GLP). Each R&D
lab has a process R&D area and its own analytical section. The R&D labs
are equipped with latest equipment for carrying out diverse reactions.
We continue to add to our knowledge on various reactions as well as try
new technologies. We have now successfully used enzymes at lab scale
and also commercial scale for conversions that involve multiple steps
if done using conventional chemistry. We have concluded lab runs on
irradiation technology for Vitamin D analogues. A small-scale
irradiation equipment has been installed for certain niche products.
In the kilo lab, we have small reactors ranging from 30 L to 100 L
capacity for small scale reactions. The cGMP pilot plant has a range of
equipment which is required for the scale up of reactions developed in
the labs.
We now have a separate group of scientists working on generic APIs.
This group is involved in developing non-infringing routes to various
generic and soon-to-be generic APIs.
In the year 2010-2011, non-infringing process for about 10 APIs of
various therapeutic categories have been developed in the labs and
successfully validated in the pilot plant. Regulatory filing for these
APIs is under progress.
For the year 2011-2012, 10 new target APIs have been identified and
work has already started on some of them with the first few being ready
for pilot validation by the middle of this year.
In addition to APIs, this year 100 R&D CRAMS projects have been
completed at lab and pilot level. Another 80 are in various stages of
development.
During the current year, we have worked on about 140 R&D CRAMS
projects. We added 5 new customers for whom we completed 9 projects at
various scales. Negotiations are underway for repeat manufacturing
campaigns for some of them.
QUALITY, HEALTH, SAFETY & ENVIRONMENT (QHSE) & CORPORATE SOCIAL
RESPONSIBILITY :
Dishmans commitment towards excellence in Health, Safety and
Environment is one of the Companys core values by complying with the
laws and regulations first, and then going beyond the mandate to keep
our planet safe for future generations. Minimizing the environment
impact of our operations assumes utmost priority. The Company is
unwavering in its policy of safety of persons overrides all production
targets, which drives all employees to continuously break new grounds
in safety management for the benefit of the people, property,
environment and the communities in which Dishman operates. Our
comprehensive QHSE policy, as well as dedicated measures by conducting
the Risk Assessment, Identification of significant
environmental aspects, Safety Audits, customer audits, HAZOP study and
Environment audits of all manufacturing plants and signatory commitment
of Responsible Care. Greatest emphasis is given to safety measures for
minimizing accidents and incidents. The year 2010-11 saw significant
steps taken in the direction of building a full-proof and robust
Safety, Health & Environment system in the organization.
While the main focus of occupational health services is on medical
surveillance of employees, they also carry out extensive health
education and awareness sessions, health exhibitions and diagnostic
camps. All employees, irrespective of the nature of their work or
location, undergo regular periodic medical examinations. The medical
check up facility also coveres the Contractors employees engaged at
the manufacturing sites. State-of-the-art Occupational Health Centres
(OHCs) have been established. All employees are subjected to health
risk assessments and appropriate measures are taken to prevent medical
complications. Dishman celebrated the World Environment Day, Earth Day,
Fire day, Safety Day, etc and created environmental awareness among
employees and surrounding communities.
Dishman continues to pursue world class operational excellence on
Process Safety Management (PSM). Dishman has capabilities and has
developed in-house experts in various facets of PSM. Process Hazard
Analysis (PHA) at various plants has been initiated to address and
reduce process safety risks.
In its pursuit of excellence towards sustainable development and to go
beyond compliance, Dishman integrated its ISO:14001 EMS, ISO:9001 QMS
and ISO:18001 OSHA management systems. A management framework with
defined structures, roles and responsibilities, group standards, audits
and training has been further strengthened. Continuing the journey
towards world class environmental performance through systems and
robust processes, covering various environmental aspects were developed
and issued. This was further supported by the development and release
of third party audit protocols for the standards. Dishman strongly
believes that these actions will be the change agent for reducing the
Companys environmental risks and maintaining the Zero Discharge for
liquid effluent.
Environment impact assessment and risk analysis have been performed for
all new and major expansion projects. Dishman continues to give top
priority to maintenance and performance improvements of all pollution
abatement facilities like effluent treatment plants, air emission
control. In these improvement efforts, audits play an important role.
Dishman has inculcated a habit to be in harmony with nature and in this
context, afforestation, maintenance of green belts, gardens,
vermi-compost of waste and its use as manure are routine.
Your Companys efforts are recognized by State Level, National Level
and International level Awards from time to time. This year Company has
been awarded the most prestigious awards as:
1. State level winner of Safety Award from Gujarat Safety Council in
Drugs and pharmaceutical, Food and Dairy sector continuous for the
sixth year for Bavla site and Runner award for Fourth year of Naroda
site.
2. Suraksha Purashkar for Bavla site and Prashansha Patra for
Naroda site from National Safety Council of India, Mumbai in
manufacturing Sector.
3. Gold Category Greentech Safety Award 2011 from Greentech
Foundation, Delhi.
CORPORATE SOCIAL RESPONSIBILITY:
Dishman has a long and strong tradition of supporting the larger
communities that it connects with – from education, health, drinking
water.
Our intention is to ensure that we meet the development needs of the
local community. The Company is signatory member of Responsible Care.
The Company continued extending helping hand towards social and
economic development of the villages and the communities located close
to its operations and also providing assistance to improving their
quality of life. During the year, activities focused on improving the
village infrastructure by constructing Road dividers, Health camps at
nearby villages, Solar Street Lights, Developing the Circle, school
buildings, education support etc. The Company has made investments
towards implementation of these development activities in the village
area of Bavla, Lodariyal, Modasar and Daran. Simultaneous to these, the
Company furthered its community development activities as Blood
donation camp, Health camps, etc. The Company also assisted in
repairing of village schools at other nearby villages.
SPECIAL ECONOMIC ZONE [SEZ] PROJECT:
During the year Company has been allotted land admeasuring 299151 sq.
mtrs. by Dishman Infrastructure Ltd. (DIL) in the SEZ developed by
them. An application has been made to the Development Commissioner for
their approval for setting up the units in the said Pharma & Fine
Chemicals SEZ of DIL. Your Company has decided to do the future
expansion in the SEZ. DIL has started the development work at the SEZ
site and first phase of development work will be completed by March,
2012.
FOREIGN CURRENCY CONVERTIBLE BONDS [FCCBs]:
As you are aware, in August, 2005, the Company has issued 0.5% Foreign
Currency Convertible Bonds (FCCBs / Bonds), due 2010 convertible into
equity shares of the Company, for US million. The said FCCBs have
been listed on the Singapore Exchange Securities Trading Ltd. (SGX-ST).
Out of US$ 50.00 million US $ 47.50 million FCCBs were converted into
equity shares of the Company.
The Company has not received any conversion Notice from the Bondholder
for conversion of Bonds into Equity Shares of the Company upto 18th
August, 2010. As per the terms of the said FCCBs outstanding FCCBs of
US$ 2.50 million were redeemed on maturity i.e. on 19th August, 2010.
NON CONVERTIBLE DEBENTURES (NCD):
In February, 2010, your Company has issued Secured Redeemable Non
Convertible Debenture of Rs.75 crores in form of Separately
Transferable Redeemable Principle Parts (STRPPs) of Rs.10 lacs each
fully paid-up on private placement basis and the said NCD has been
listed on the Bombay Stock Exchange Ltd. (BSE) in the list of
securities of F Group – Debt Instrument w.e.f 13th May, 2010.
In June, 2010, the Company has issued second trench of its Secured
Redeemable Non- convertible Debentures (NCD) of Rs.75 crores in the
form of Separately Transferable Redeemable Principle Parts (STRPPs)
of Rs.1.00 lac each fully paid-up on private placement basis for
augmenting medium to long term resources of the Company, including
regular capex and retirement of high cost debt. These NCD will be
redeemed at par at the end of 4th & 5th year in the ratio of 50: 50
respectively. The said NCD has been listed on the Bombay Stock
Exchange Ltd. (BSE) and BSE has admitted the said NCD to deal on the
Exchange in the list of securities of F Group – Debt Instruments w.e.f.
17th September, 2010.
LISTING ARRANGEMENT:
The equity shares of the Company are listed at the National Stock
Exchange of India Ltd., Mumbai (NSE) and Bombay Stock Exchange Ltd.,
Mumbai (BSE). Annual listing fees for the year 2011-12, as applicable,
have been paid before due date to the concerned Stock Exchanges.
The Secured Redeemable Non-Convertible Debentures (NCD) of Rs.150.00
crores issued by the Company in two trenches is also listed at Bombay
Stock Exchange Ltd., Mumbai (BSE). Annual listing fees for the year
2011-12, as applicable, have also been paid before due date to the BSE.
DEPOSITS:
The Company has not accepted any deposits as defined under Section 58A
of the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975, as amended, during the year under review.
DIRECTORS:
Mr Arpit J.Vyas and Mr. Ashok C. Gandhi, Directors of the Company
retire by rotation at the forthcoming Annual General Meeting and being
eligible offer themselves for Re-Appointment.
The terms of appointment of Mrs. Deohooti J. Vyas as Whole-time
Director of the Company expires on 2nd September, 2011. The
Remuneration Committee and Board of Directors have passed the necessary
resolution for re-appointment of Mrs. D. J. Vyas as Whole-time
Director for a period of 5 (Five) years w.e.f. 3rd September, 2011 and
increase in remuneration payable to her to Rs.10.00 lacs (Rupees Ten
Lacs) per month subject to approval of members.
Profiles of these Directors as required under clause 49 of the listing
Agreement are given in the Annexure to the Notice dated 26th May,2011.
INSURANCE:
The Company has made necessary arrangements for adequately insuring its
insurable interests.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibilities Statement, the
Directors, based on the representations received from the Companys
operating management, hereby confirm:
i. that in the preparation of the accounts for the financial year ended
31st March, 2011, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii. that the Directors had adopted such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent 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 the year under review;
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the accounts for the financial year ended 31st March, 2011
have been prepared on a going concern basis.
AUDITORS:
M/s. Deloitte Haskins & Sells, Chartered Accountants, Auditors of the
Company hold office until the conclusion of the Twenty Eighth Annual
General Meeting and are eligible for reappointment. M/s. Deloitte
Haskins & Sells have informed the Company that, if appointed, their
appointment as Auditors will be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956. Accordingly, the members
approval is being sought for their appointment as the Auditors of the
Company and for fixation of their remuneration for the year 2011-2012,
at the ensuing Annual General Meeting.
COST AUDIT:
The Central Government by an order No.52/77/CAB-2010 dated 16th
December, 2010 directed the Company to conduct an audit of the cost
account of the Company in respect of Bulk Drugs activity, for the year
ending 31st March, 2011 and also for every financial year thereafter
continuously, until further orders.
M/s. Kiran J. Mehta & Co., Practicing Cost Accountants, Ahmedabad has
been appointed by the Board of Directors of the Company with the
previous approval of Central Government to conduct the audit of the
cost accounts in respect of Bulk Drugs activity of the Company for the
financial year 2010-11.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Information of conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 217(1)(e)
of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is given
in the Annexure-I and forms part of this Report.
PARTICULARS OF EMPLOYEE:
Information as per Section 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, as amended,
is given in the Annexure-II and forms part of this Report.
SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:
The Ministry of Corporate Affairs, Government of India vide its order
No.47/42/2011 CL III dated 21st January, 2011 issued under section
212(8) of the Companies Act, 1956 has granted an exemption to the
Company from attaching the accounts along with the report of the Board
of Directors and Auditors as required by section 212(1) of the
Companies Act, 1956, of its 17 (seventeen) subsidiary companies namely
i) Dishman Europe Limited, ii) Dishman U.S.A. Inc., iii) Dishman
International Trading (Shanghai) Co. Ltd., iv) Dishman FZE, v) Dishman
Switzerland Ltd., vi) Dishman Pharma Solutions AG., vii) Dishman
Pharmaceuticals & Chemicals (Shanghai) Co. Ltd., viii) Carbogen Amcis
AG., ix) Carbogen Amcis Limited (Name was changed from Synprotec DCR
Limited w.e.f. 05/07/2007), x) Dishman Care Limited xi) Innovative
Ozone Service Inc. (IO3S), xii) Dishman Netherlands B.V. (Name was
changed from Pharma Syn. B.V. w.e.f. 08/11/2007), xiii) Cohecie Fine
Chemicals B.V. (Name was changed from Dishman Holland B.V.
w.e.f.22/09/2010), xiv) Dishman Japan Ltd., xv) Carbogen Amcis (India)
Ltd., xvi) Dishman Australasia Pty. Ltd., and xvii) Dishman LLP, to the
balance sheet of the Company for the financial year ended on 31st
March, 2011.
The Company will provide the annual accounts of its subsidiary
companies and the related detailed information on the specific request
made by any investors and the said annual accounts are open for the
inspection at the registered office of the Company during office hours
on all working days, except Sundays and holidays, between 2.00 p.m. and
4.00 p.m. Particulars relating to the Subsidiary Companies, as per the
condition (iii) of the above mentioned order of the Ministry of
Corporate Affairs, are attached alongwith the consolidated financial
statement.
As required under Clause 32 of Listing Agreement with the stock
exchange(s) and in accordance with the requirements of Accounting
Standard AS-21 issued by the Institute of Chartered Accountants of
India, the Company has prepared Consolidated Financial Statements of
the Company and its subsidiaries and are included in the Annual Report.
While preparing the consolidated financial statements, Company has
consolidated the accounts of three Joint Venture companies namely
Schutz Dishman Biotech Ltd. (22.33% holding by the Company), CAD Middle
East Pharmaceutical Industries (30% holding by the Company), and
Dishman Arabia Ltd. (50% holding by the Company), and one associate
Company namely, Bhadra Raj Holdings Pvt. Ltd. (40% holding by the
Company), as per the requirements of Accounting Standard 27 (AS- 27)
and Accounting Standard 23 (AS-23) respectively.
In the month of April, 2010, Company has invested USD 0.7 million into
the share capital of its wholly owned subsidiary Company namely Dishman
Pharmaceuticals & Chemicals (Shanghai) Co. Ltd., incorporated in China.
During the year, The Company has also invested JPY 42.50 million in the
share capital of the Japanese subsidiary Company namely Dishman Japan
Ltd., in the month of February, 2011.
During the year, the name of Companys stepdown subsidiary Company
namely Dishman Holland B.V. has been changed to Cohecie Fine Chemicals
B.V. w.e.f. 22/09/2010.
During the year, Company has formed wholly owned subsidiary Company,
namely Dishman Middle East (FZE), in Sharjah, U.A.E. and in the month
of April, 2011, Company has invested AED 150,000 (Arab Emirates Dirham
One Hundred Fifty Thousand) into equity shares of Dishman Middle East
(FZE).
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT:
Your Company follows the principles of effective corporate governance.
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed in the revised Clause 49 of the Listing
Agreement with the Stock Exchanges.
As required by clause 49 of the Listing Agreement, a detail report on
Corporate Governance compliance and Management Discussion and Analysis
Report forms a part of Annual Report along with the required
Certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated in revised Clause
49 of the Listing Agreement.
In compliance with one of the Corporate Governance requirements as per
the revised Clause 49 of the Listing Agreement, the Company has
formulated and implemented a Code of Conduct for all Board members and
senior management personnel of the Company, who have affirmed
compliance thereto.
ACKNOWLEDGEMENT:
Your Directors would like to express their grateful appreciation for
the continued assistance and cooperation received from the Indian and
International Financial Institutions, Banks, Government Authorities and
Shareholders. Your Directors are also grateful to the customers,
suppliers and business associates of your Company for their continued
co-operation and support. Your Directors wish to place on record their
deep sense of appreciation to all the employees for their commendable
teamwork and enthusiastic contribution to the growth of Companys
business during the year.
For and on behalf of the Board
Place: Ahmedabad (Janmejay R. Vyas)
Date: 26th May, 2011 Chairman & Managing Director
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