The Board presents below the report on the business and operations of
the Company for the financial year ended 31st March 2012.
Key aspects of Company''s financial performance for the financial year
ended 31st March 2012 are summarised below:
(Rs in lacs)
Particulars For the For the
Year ended Year ended
2012 31st March
Turnover 52,721.81 41,866.06
(including other income)
Profit before Tax and
Extraordinary Items 2,721.32 6,731.74
Extraordinary Items 4,448.28 268.07
Profit before Tax 7,169.60 6,999.81
Less: Provision for 1,480.91 1,399.96
Provision for 593.61 675.68
Profit after Tax 5,095.08 4,924.17
Add: Balance of profit 26,314.99 21,390.82
brought forward from previous year
Profit available for 31,410.07 26,314.99
General Reserve 25,000.00 NIL
Balance Carried over to 6,410.07 26,314.99
the Balance Sheet
Considering the ongoing capacity expansion projects and future growth
plans, the Directors have decided to plough back the profits of the
Company for financial year 2011-12. Accordingly, the Board does not
recommend any dividend payment for the financial year ended 31st March
BUSINESS PERFORMANCE AND OPERATIONS
The Company''s operations, performance, industry trends and other
material changes with respect to the Company and its subsidiary,
wherever applicable, during the year are exhaustively discussed in
Management Discussion and Analysis Report which forms part of this
EXPANSION AND UPGRADATION PROJECTS
During the year, the Company has undertaken several
modernization/upgradation and expansion projects at its plant locations
in Himachal Pradesh and West Bengal (India) in order to fulfill the
local and international regulatory norms and cater to the market demand
for Company''s products.
During the year, authorised and paid up share capital of the Company
remained unchanged in comparison to previous year.
The Company has adopted the best possible corporate governance norms
and it has been our endeavour to comply and upgrade to the changing
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement(s)
with the Stock Exchange(s) forms part of the Annual Report.
In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a
certificate of the CEO/ CFO, inter-aiia, confirming the correctness of
the financial statements, adequacy of the internal control measures and
reporting of matters to the Audit Committee in terms of the said
clause, is also enclosed as a part of the Annual Report.
BOARD OF DIRECTORS
1. Dr. Satish B. Kulkarni resigned as the Managing Director & CEO of
the Company w.e.f. 20th October 2011.
The Board places on record its sincere appreciation and hails the
significant and remarkable contribution made by Dr. Kulkarni in the
growth of the Company during his tenure as the Managing Director & CEO
of the Company.
2. Dr. Anand Chand Burman, Non Executive Director of the Company,
resigned from the Directorship of the Company w.e.f. 2nd February 2012.
The Board places on record its sincere appreciation towards the
valuable contribution and guidance rendered by Dr. Burman during his
tenure as a Director of the Company.
3. Mr. Mats Christer Henriksson, Non-Executive Director of the
Company, resigned from the Directorship of the Company w.e.f. 30th May
The Board places on record its sincere appreciation towards the
valuable contribution and guidance rendered by Mr. Henriksson during
his tenure as a Director of the Company.
Appointments Managing Director & CEO
Mr. Peter F. Nilsson was appointed as the Managing Director & CEO of
the Company w.e.f. 20th October 2011 for a period of two years.
Appointment and remuneration of Mr. Nilsson have also been approved by
the Shareholders of the Company vide a Special Resolution passed
through postal ballot on 13th December 2011.
Being originally appointed as an Additional Director on 20th October
2011, Mr. Peter F. Nilsson will hold office up to the date of the
ensuing Annual General Meeting. The Company has received a notice under
Section 257 of the Companies Act, 1956, from a member, proposing the
candidature of Mr. Peter F. Nilsson for appointment as a Director in
the Annual General Meeting. He is eligible for appointment as a
Director and the Board recommends his appointment as a Director not
liable to retire by rotation in the Annual General Meeting.
Brief Profile of Mr. Peter F. Nilsson
Mr. Peter F. Nilsson was the Chief Financial Officer of Fresenius Kabi
Oncology Limited from 1st November 2008 to 20th October 2011. He holds
a Degree in Accounting from Stockholm University and has also completed
a Finance Management Course from INSEAD, France.
Mr. Peter F. Nilsson has a rich work experience of over 20 years in the
areas of Financial and Accounting Management at the international
level. He commenced his Career as ''Controller'' with Kabi Pharmacia
Sweden in 1990 and subsequently moved on to work for Pharmacia &
Upjohn. After joining Fresenius Group in 1999, Mr. Peter F. Nilsson has
managed key positions within the Group at various locations.
Appointment of Director in casual vacancy
In view of the resignation of Mr. Mats Christer Henriksson, the Board
of Directors, in the meeting held on 30th May 2012, appointed Mr.
Thomas Mechtersheimer as a Director in casual vacancy in accordance
with the provisions of Section 262 of the Companies Act, 1956, read
with Article 118 of the Articles of Association of the Company.
Mr. Thomas Mechtersheimer, will hold office for the remaining tenure of
Mr. Mats Christer Henriksson.
In terms of requirements of Clause 49 of the Listing Agreement, below
are some important information related to Mr. Thomas Mechtersheimer:
Date of Birth 5th December 1964
Date of appointment 30th May 2012
Qualification - Bachelors degree in Electrical
Engineering from Helmle Elektrotechnik, Weinstadt, Germany,
- Masters degree in International Marketing and Foreign Trade from
University of Economics and Technology, Reutlingen, Germany
Expertise in specific functional area
Mr. Thomas Mechtersheimer has a rich & diversified international
experience in the field of Finance, Business development and
Shareholding in Fresenius Kabi Oncology Ltd.
Directorship/Committee Membership in other Indian Public Companies
DIRECTORS RETIRING BY ROTATION
As per Article 130 of the Articles of Association of the Company,
following Directors would retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offer themselves for
1. Dr. Naresh Trehan
2. Mr. Dilip G. Shah
3. Mr. Rakesh Bhargava
A brief resume, expertise and other directorships and Committee
memberships held by the above Directors and other details stipulated
under provisions of Clause 49 of the Listing Agreement forms part of
the Notice convening the ninth Annual General Meeting of the Company.
The Statutory Auditors of the Company, M/s G. Basu & Co., Chartered
Accountants retire at the conclusion of the ensuing Annual General
Meeting of the Company. They have confirmed their willingness and
eligibility for re-appointment for the financial year 2012 -13 and have
also confirmed that their re-appointment, if made, will be within the
limits prescribed under section 224(1B) of the Companies Act, 1956. The
Board of Directors of the Company recommends their re-appointment.
Pursuant to section 233B of the Companies Act, 1956, and General Cost
Audit Orders issued by the Ministry of Corporate Affairs, the Central
Government has prescribed cost audit of the Company''s manufacturing
activities w.r.t. Formulations and Bulk Drugs.
Accordingly, the Board of Directors of the Company has appointed M/s
Ramanath Iyer & Co., Cost Accountants, as the Cost Auditors of the
Company for Formulations and Bulk Drugs related activities for
financial year 2012-13.
The Company will seek confirmation of Central Government for such
appointment in terms of applicable provisions of the Companies Act,
1956 and rules made there under.
In terms of the requirements of General Circular No. 15/2011, dated
11th April 2011, issued by Ministry of Corporate Affairs, following are
the brief particulars w.r.t. Cost Auditors & Cost Audit Reports:
FinanciAL Name of Cost
Auditor Due date of Actual date of
Year filing Cost filing Cost
Audit Report Audit Report
2010 - 11 M/s Ramanath Iyer & Co. 27th September 27th September
2011 - 12 M/s Ramanath Iyer & Co. 27th September Yet to be filed
The Board has duly examined the Statutory Auditor''s report to the
accounts and clarifications, wherever necessary, have been included in
the Notes to the Accounts section of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Company has disinvested its entire shareholding in Fresenius Kabi
Oncology Plc (the wholly owned subsidiary in UK) to Fresenius Kabi AG,
Germany at book value, which is not less than the fair market value.
There being no other subsidiary company left as on 31st March 2012,
therefore, the Company is not furnishing consolidated financial
During the year, the Company transferred its entire shareholding in
Fresenius Kabi Oncology Plc (the wholly owned subsidiary in UK) to
Fresenius Kabi AG, Germany at book value, which was not less than the
fair market value.
After the aforesaid transfer, the Company does not have any subsidiary
ANNUAL REPORT OF SUBSIDIARY COMPANY
Post transfer of its entire shareholding in Fresenius Kabi Oncology Plc
(UK), the Company does not have any subsidiary company as on 31st March
2012. Therefore, Annual Report of subsidiary company has not been
prepared and attached with the Annual Report of the Company.
The Company has not invited/accepted any Fixed Deposits during the year
under review, as such; no amount of principal or interest on fixed
deposits was outstanding on the date of Balance Sheet.
PARTICULARS OF EMPLOYEES
In terms of provisions of section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, the
names and other particulars of employees are set out in the Annexure-
II to the Directors'' Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and
foreign exchange transactions as stipulated under section 217(1)(e) of
the Companies Act, 1956 is set out in a separate statement, attached to
this Report and forms part of it as Annexure-I.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of section 217(2AA) of the Companies Act,
1956 in relation to Directors'' Responsibility Statement, it is
i) in the preparation of the annual accounts for the financial year
ended 31st March 2012, the applicable accounting standards have been
followed and no material departures have been made from the same;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review;
iii) 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
iv) the Directors have prepared the annual accounts for the financial
year ended 31st March 2012 on a going concern basis.
ACKNOWLEDGEMENT / APPRECIATION
We thank our customers, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity, cooperation
We thank the Government of India, particularly the Ministry of
Corporate Affairs, Department of Pharmaceuticals, the Customs and
Excise Departments, the Income Tax Department, the Ministry of
Commerce, the Ministry of Finance, the Reserve Bank of India and other
Government agencies for their support and look forward to their
continued support in the future.
For and on behalf of the Board of Directors
Gurgaon Rakesh Bhargava
30th May 2012 Chairman