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Granules India

BSE: 532482|NSE: GRANULES|ISIN: INE101D01020|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '16    Mar 15
The Directors are pleased to present 25th Annual Report and the
 Company''s audited financial statements for the financial year ended
 March 31, 2016.
 
 Financial Results:
 
 The Company''s financial performance, both standalone and consolidated,
 for the year ended March 31, 2016 is summarised below:
 
                                                         (Rs. In Lakhs)
 
 Particulars              Standalone                       Consolidated
 
                  Year ended     Year ended    Year ended    Year ended
                    March 31, 
                        2016      March 31,
                                       2015     March 31, 
                                                     2016     March 31,
                                                                   2015
 
 Revenue from 
 operations      1,32,849.38    1,21,487.25   1,43,118.43   1,29,368.14
 
 Other income         628.70         140.20        602.56        358.40
 
 Total income    1,33,478.08    1,21,627.45   1,43,720.99   1,29,726.55
 
 EBITDA            27,572.58      21,274.75     28,439.44     21,295.73
 
 Less: Finance 
 costs              3,666.34       3,092.94      3,991.94      3,234.60
 
 Less: 
 Depreciation       5,824.71       4,955.87      6,432.99      5,265.10
 
 Profit 
 before tax        18,081.53      13,225.94     18,014.51     12,796.04
 
 Less: Tax 
 expenses           5,985.09       3,703.30      6,167.75      3,705.26
 
 Net profit 
 after tax         12,096.44       9,522.64     11,846.76      9,090.78
 
 Less: 
 Adjustment 
 pursuant to 
 amalgamation              -        (601.51)            -       (430.60)
 
 Less: Net book 
 value of the
 assets whose 
 remaining 
 useful life is 
 NIL at the 
 beginning of 
 the year in
 terms of 
 provisions of 
 Companies Act 
 2013                       -        (17.00)            -        (17.00)
 
 Add: Surplus 
 brought forward 
 from previous 
 Year                7,200.74      9,528.92      6,615.16      9,204.30
 
 Surplus available  19,297.18     18,433.05     18,461.92     17,847.47
 
 Appropriations 
 made to surplus:
 
 Interim dividend      928.94             -        928.94             -
 
 Proposed final 
 dividend              433.42      1,021.26        433.42      1,021.26
 
 Dividend 
 distribution 
 tax (on interim 
 dividend and
 proposed final 
 dividend)             277.35        207.90        277.35        207.90
 
 Dividend of 
 previous years 
 (including 
 dividend
 distribution tax)       3.07          3.15          3.07          3.15
 
 Transfer to 
 general reserve            -     10,000.00             -     10,000.00
 
 Balance carried 
 to Balance Sheet   17,654.40      7,200.74     16,819.15      6,615.16
 
 Review Of Operations:
 
 The Company''s Standalone revenues from operations were Rs.1,32,849.38
 Lakhs for the FY 2015-16 as compared to Rs.1,21,487.25 Lakhs for the
 previous year registering growth of 9.35% in the current financial
 year. The Company has made Net Profit of Rs.12,096.44 Lakhs on
 standalone basis for the year under review as compared to Rs.9,522.64
 Lakhs for the previous year, registering a growth of 27.03% in the
 current financial year.
 
 The primary growth driver in FY 2015-16 was led by change in product
 mix. On a standalone basis, the Active Pharmaceutical Ingredients (API)
 business contributed the largest share of revenue at 37% while
 Pharmaceutical Finished Intermediates (PFI) and Finished Dosages
 contributed 29% and 34%, respectively. This is compared to
 40%, 25% and 35% for API, PFI and Finished Dosages
 respectively in FY 2014-15. The profitability outpaced revenue growth
 due to several reasons. Our continuous efforts on operational
 excellence, process innovation, yield improvement and lower raw
 material cost of some of the key starting materials resulted improved
 earnings.
 
 During the year under review, two of our facilities located in Vizag
 and Jeedimetla have completed US FDA inspection. There were no
 observations for the Vizag facility and three observations for the
 Jeedimetla facility.  We have responded to the US FDA within the
 stipulated time and we believe that these issues will be resolved in
 the near future. During the year, the US FDA had approved Ibuprofen Rx
 ANDA filed by us for 400 mg, 600 mg and 800 mg tablets. This will
 further strengthen our core base business and enable us to increase our
 product offering to our customers in the United States. The management
 believes that the profitability margins from the operations are
 sustainable and it will continue to strengthen its leadership position
 through dedicated research and introduction of new products.
 
 Vertical integration has always been our strength and focus area. We
 will continue our focus on our core business and strengthen it by
 enhancing our capacities, improving our efficiencies, adding new
 products, moving up in the value chain and most importantly offering
 better services to our customers. The Company will continue to solidify
 its business model and build systems that are sustainable as it
 continue to scale-up.
 
 Expansions:
 
 During the financial year 2015-16, the Company enhanced Paracetamol API
 capacity at Bonthapally plant by 3,000 metric tonnes per annum. The
 Company is further adding 3,600 tonnes of PFI capacity at Gagillapur
 facility. The Company is also enhancing Metformin and Guaifenesin API
 capacity at Bonthapally plant by 7,000 and 2,000 tons per annum
 respectively.
 
 Dividend:
 
 The Board of Directors has recommended a final dividend of 20 paisa per
 equity share(Face value Rs.1/- per equity share) for the FY
 2015-16,amounting to Rs.433.42 Lakhs. This is in addition to the
 interim dividend of 45 paisa per equity share paid during the year. The
 total dividend for the FY 2015-16 aggregates 65 paisa per equity share
 amounting to Rs.1,362.36 Lakhs as compared to 50 paisa per equity share
 paid in the previous year. Dividend distribution tax is Rs.277.35 Lakhs
 for the FY 2015-16 on interim and proposed final dividend.
 
 Transfer Of Amount To Reserves:
 
 The Board has not recommended any transfer to general reserve from the
 profits of the year under review.
 
 Share Capital:
 
 The Authorized Share Capital of the Company is 34,50,00,000 equity
 shares of Rs.1/- each. The Company has allotted 1,13,50,230 equity
 shares of Rs.1/- each to the promoters upon exercise of an equal number
 of warrants vested in them pursuant to the approval of the members
 obtained during the financial year 2015-16. The Company has also
 allotted 11,10,000 equity shares of Rs.1/- each upon exercise of an
 equal number of stock options pursuant to the extant Stock Option
 Scheme of the Company.
 
 In view of the above allotments, the outstanding shares of the company
 increased from 20,42,51,540 equity shares of Rs.1/- each to
 21,67,11,770 equity shares of Rs.1/- each.
 
 Transfer To The Investor Education & Protection Fund (IEPF):
 
 According to Section 205C of the Companies Act, 1956 read with Investor
 Education and Protection Fund (Awareness and Protection of Investors)
 Rules, 2001, the unclaimed dividend amounting to Rs.2,82,878/- (rupees
 two lakh eighty two thousand eight hundred and seventy eight only) for
 the financial year 2007-08, was transferred to the
 
 Investor Education and Protection Fund established by the Central
 Government during the year under review.
 
 Management''s Discussion and Analysis Report:
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under regulation 34(2) of the Listing Regulations, is
 presented in a separate section forming part of the Annual Report.
 
 Subsidiaries, Joint Ventures and Associate Companies:
 
 No company has become/ceased to be a subsidiary or joint venture or
 associate during the financial year 2015-16.
 
 Subsidiary Companies:
 
 The developments in business operations / performance of subsidiaries
 consolidated with the Company are as below:
 
 - Granules USA, Inc.
 
 Granules USA, Inc. a wholly-owned foreign Subsidiary of your company,
 caters to the requirements of customers in the U.S market. The Share
 Capital of the Company as on March 31, 2016 is Rs.116.31 Lakhs.  During
 the FY 2015-16, the Company achieved a turnover of Rs.29,828.82 Lakhs
 against the turnover of Rs.17,774.91 Lakhs of FY 2014-15 and the profit
 after tax is Rs.168.67 Lakhs against Rs.(40.82) Lakhs of FY 2014-15.
 
 - GIL Life sciences Private Limited
 
 The Company has not commenced its operations so far. However,
 construction of green field API project was started during the year
 under review in its land located at Visakhapatnam in the state of
 Andhra Pradesh. As on March 31, 2016, the Authorized Share Capital of
 the Company is Rs.1,600.00 Lakhs divided into 1,60,00,000 (one crore
 sixty lakhs) equity shares of Rs.10/- each and the Paid Up Share
 Capital of the Company is Rs. 1,383.06 Lakhs divided into 1,38,30,600
 (one crore thirty eight lakh thirty thousand and six hundered) equity
 shares of Rs.10 each.
 
 The draft scheme of amalgamation of M/s. GIL Lifesciences Private
 Limited with the Company was approved by the Board of Directors of the
 Company, subject to approval of the Hon''ble High Court of Judicature at
 Hyderabad for the State of Telangana and the State of Andhra Pradesh.
 
 - Granules Pharmaceuticals,lnc.
 
 Renovation of facility of Granules Pharmaceuticals,Inc.  a wholly-owned
 foreign subsidiary of your company was completed during the year.
 During the year, the company started Product development work in the
 renovated facility. The Share Capital of the Company as on March 31,
 2016 is Rs.1,225.00 Lakhs.
 
 The Policy for determining material subsidiaries as approved by the
 Board may be accessed on the Company''s website at the link:
 www.granulesindia.  com
 
 Joint Venture Companies:
 
 The developments in business operations / performance of Joint Venture
 Companies consolidated with the Company are as below:
 
 - Granules-Biocause Pharmaceutical Co. Limited
 
 The Share Capital of the Company as on March 31, 2016 is Rs.3638.06
 Lakhs. During the FY 2015-16, the Company achieved a turnover of
 Rs.17,008.32 Lakhs as against turnover of Rs.22,216.72 Lakhs in the FY
 2014- 15 of which Granules India Limited reports 50% in its
 consolidated revenue. However, previous year figures are not comparable
 as current year figures are for nine months period from April to
 December 2015.
 
 - Granules OmniChem Private Limited
 
 The Share Capital of the Company as on March 31, 2016 is Rs. 8,576.19
 Lakhs. The Company has commenced the commercial production during the
 FY 2015-16 and achieved a turnover of Rs.1,425.66 Lakhs of which
 Granules India Limited reports 50% in its consolidated revenue.
 
 However, as per the provisions of section 129 of the Companies Act,
 2013 read with Companies (Accounts) Rules, 2014, a separate statement
 containing the salient features of the financial statements of the
 subsidiary Companies and Joint Ventures is prepared in Form AOC-1 and
 it forms part of the consolidated financial statements.
 
 Consolidated Financial Statements:
 
 The consolidated financial statements, in terms of Section 129 of the
 Companies Act, 2013 and regulation 34 of the Listing Regulations and
 prepared in accordance with Accounting Standard 21 as specified in the
 Companies (Accounting Standards) Rules, 2006 as amended thereof forms a
 part of this annual report. As per the provisions of Section 136 of the
 Companies Act, 2013, the Company has placed separate audited accounts
 of its Subsidiaries on its website www.granulesindia.com and copy of
 separate audited accounts of its Subsidiaries will be provided to the
 members at their request.
 
 Director''s Responsibility Statement:
 
 Pursuant to the requirement of Section 134(5) of the Companies Act,
 2013 and based on the representations received from the operating
 management, the Directors hereby confirm that:
 
 a) in the preparation of the annual accounts for the year ended March
 31, 2016, the applicable accounting standards read with requirements
 set out under Schedule III to the Act, have been followed and there are
 no material departures from the same;
 
 b) 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 a true and fair view of the state of affairs
 of the Company as at March 31, 2016 and of the profit of the Company
 for the year ended on that date;
 
 c) the Directors have taken proper and sufficient care 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;
 
 d) the Directors have prepared the annual accounts on a ''going concern''
 basis for the financial year ended March 31, 2016;
 
 e) the Directors have laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and are operating effectively; and
 
 f) the Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems are
 adequate and operating effectively.
 
 Corporate Governance Report:
 
 The Company is committed to maintain the highest standards of Corporate
 Governance and adhere to the Corporate Governance requirements set out
 by SEBI. The report on Corporate Governance as stipulated under the
 Listing Regulations forms an integral part of this Report.  The
 requisite certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance is attached to
 the report on Corporate Governance.
 
 Corporate Social Responsibility (CSR):
 
 The Corporate Social Responsibility Committee (CSR Committee) has
 formulated and recommended to the Board, a Corporate Social
 Responsibility Policy (CSR Policy) indicating the activities to be
 undertaken by the Company, which has been approved by the Board.
 
 The Composition of the Committee is provided below.
 
 Name                                Category
 
 Mrs. Uma Devi                       Non-Independent,
 
 Chigurupati, Chairperson            Executive
 
 Mr. Krishna Prasad                  Non-Independent,
 
 Chigurupati                         Executive
 
 Mr. A. Arun Rao                     Independent,
 
                                     Non-Executive
 
 The CSR Policy may be accessed on the Company''s website at the link:
 www.granulesindia.com
 
 The Company is undertaking CSR initiatives in compliance with Schedule
 VII to the Act. During the year under review, the Company has spent
 Rs.140.04 Lakhs on CSR activities.  The annual report on CSR activities
 is annexed here with marked as Annexure I.
 
 Nomination and Remuneration Committee:
 
 The Company''s Nomination and Remuneration Committee consists of
 majority of Independent Directors which ensures transparency in
 determining the remuneration of Directors, KMPs and other employees of
 the Company. The Chairman of the committee is an Independent Director,
 thereby resulting in independent and unbiased decisions.
 
 During the financial year 2015-16, the composition of Nomination and
 Remuneration Committee is provided below.
 
 Name                            Category
 
 Mr. C. Parthasarathy,           Independent,
 Chairman                        Non-Executive
 
 Mr. L. S. Sarma                 Independent,
                                 Non-Executive
 
 Mr. A. Arun Rao                 Independent,
                                 Non-Executive 
 
 Mr. K.B. Sankar Rao             Non-Independent,
                                 Non-Executive 
 
 Mr. Krishna Prasad              Non-Independent,
 Chigurupati                     Executive
 
 The Performance Evaluation and Remuneration Policy framed by the
 Committee and approved by the Board is directed towards rewarding
 performance of Executive and Non-Executive Directors, Key Managerial
 Personnel and Senior Management Personnel of the Company based on
 review of achievements periodically.
 
 Risk Management Committee:
 
 Risk Management Committee has been entrusted with the responsibility to
 assist the Board in (a) overseeing and approving the Company''s
 enterprise wide risk management framework; and (b) overseeing that
 all the risks that the organization faces such as strategic, financial,
 credit, market, liquidity, security, property, IT, legal, regulatory,
 reputational and other risks have been identified and assessed and
 there is an adequate risk management infrastructure in place capable of
 addressing those risks. Your Company has proper process for Risk
 Management.
 
 Internal Audit & Controls:
 
 Your Company continues to engage M/s Dhanunjaya & Haranath,
 Chartered Accountants as its Internal Auditors.  During the year, your
 Company continued to implement their suggestions and recommendations to
 improve the internal controls. Their scope of work includes review of
 operational efficiency, effectiveness of systems & processes,
 compliances and assessing the internal control strengths in all areas.
 Internal Auditors findings are discussed and suitable corrective
 actions are taken as per the directions of Audit Committee on an
 on-going basis to improve efficiency in operations.
 
 The Company''s internal control systems are well established and
 commensurate with the nature of its business and the size and
 complexity of its operations. The Audit Committee reviews adequacy and
 effectiveness of the Company''s internal control environment and
 monitors the implementation of audit recommendations. The
 recommendations/suggestions of the internal auditors are discussed in
 the Audit Committee meetings.
 
 Directors and Key Managerial Personnel:
 
 Mr. Harsha Chigurupati ceased to be Executive Director during the year
 under review due to his resignation on October 31, 2015. However, Mr.
 Harsha is continuing as member of the Board and he is Non-Executive
 Director of the Company.
 
 In accordance with the provisions of Section 152 of the Companies Act,
 2013 and the Articles of Association of the Company, Mr. Harsha
 Chigurupati, Non-Independent, Non- Executive Director of the Company,
 retires by rotation at the ensuing Annual General Meeting and being
 eligible offers himself for re-appointment.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence as prescribed both under the Companies Act and the Listing
 Regulations.
 
 The Company has devised a Policy for performance evaluation of
 Independent Directors, Board, Committees and other individual Directors
 which include criteria for performance evaluation of the Non-Executive
 Directors and Executive Directors.
 
 The Board of Directors have complete access to the information within
 the Company. Independent Directors have the freedom to interact with
 the Company''s management.  Interactions happen during Board / Committee
 meetings, when CXOs are asked to make presentations about performance
 of the Company. Apart from this, they also have independent
 interactions with the Statutory Auditors, the Internal Auditors and
 external advisors appointed from time to time. Further, they meet
 without the presence of any management personnel and their meetings are
 conducted informally to enable the Independent Directors to discuss
 matters pertaining to the Company''s affairs and put forth their
 combined views to the Board of Directors of the Company.
 
 Mr. Krishna Prasad Chigurupati, Chairman and Managing Director, Mrs.
 Uma Devi Chigurupati, Executive Director, Mr. VVS Murthy, Chief
 Financial Officer and Mrs. Chaitanya Tummala, Company Secretary are key
 managerial personnel of the Company.
 
 Employee Stock Option Plan (ESOP):
 
 The Nomination and Remuneration Committee of the Board of Directors of
 the Company, inter alia, administers and monitors the Employee Stock
 Option Plan of the Company in accordance with the applicable SEBI
 Guidelines.
 
 The applicable disclosures as stipulated under the SEBI Guidelines as
 on March 31, 2016 (cumulative position) with regard to the Employee''s
 Stock Option Scheme are herein under provided. The issue of equity
 shares pursuant to exercise of options does not affect the Statement of
 Profit and Loss of the Company, as the exercise is made at the market
 price prevailing as on the date of the grant plus taxes as applicable.
 
 Pursuant to clause 14 of the SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999, certificate from M/s.
 Kumar & Giri, Statutory Auditors is given as Annexure II to this
 report. Voting rights on the shares issued to employees under the ESOP
 are either exercised by them directly or through their appointed proxy.
 
 The details of the stock options granted / vested / exercised under the
 Granules India Equity Stock Option Plan 2009 approved by the members in
 18th Annual General Meeting, are given below:
 
 SI. Description                         Details
 no.
 
 (a) Options granted till date under 
     the scheme                          80,00,000 options
 
 (b) Pricing formula                     Closing market price as on 
                                         the date prior to the grant 
                                         date on National Stock
                                         Exchange (where there was
                                         highest trading volume).
 
 (c) Options vested during the year      6,90,000
 
 (d) Options exercised during the year   11,10,000
 
 (e) Total number of shares arising 
     as a result of exercise of options  11,10,000
 
 (f) Options lapsed during the year      20,000
 
 (g) Options lapsed till date under 
     the scheme                          22,50,000
 
 (h) Variation in terms of options       Nil
 
 (i) Money realized by exercise of 
     options during the year             Rs.1,94,32,000/- 
 
 (j) Total number of options in force    23,50,000
 
 (k) Employee wise details of options 
     granted during the year to:         Nil
 
 (i) Senior managerial personnel         Not Applicable
 
 (ii) Any other employee who receives 
      a grant in any one year of         Not Applicable 
      options amounting to 5% or
      more of options granted during
      the year.
 
 (iii) Identified employees who were 
      granted option, during any one     Not Applicable 
      year, equal to or exceeding 1% 
      of the issued capital (excluding
      outstanding warrants and 
      conversions) of the company at 
      the time of grant.
 
 (l) Diluted Earnings per share (EPS)
     pursuant to issue of shares on      Rs.5.74 per share
     exercise of options calculated 
     in accordance with Accounting
     Standard (AS) 20 - Earning per
     share.
 
 (m) Where the company has calculated 
     the employee compensation cost      Not Applicable
     using the intrinsic value of the
     stock options, the difference 
     between the employee 
     compensation cost that shall
     have been recognized if it had 
     used the fair value of the 
     options.
 
 (n) Weighted-average exercise price, 
     whose exercise price either equals
     or exceeds or is less than the 
     market price of the stock           Rs.17.51/- per share
 
 (o) Description of the method and 
     significant assumptions used during
     the year to estimate the fair 
     values of options.                  Not Applicable
 
 Auditors & Their Report:
 
 Statutory Auditors
 
 Pursuant to the provisions of Sections 139, 141 & 142 and other
 applicable provisions, if any, of the Companies Act, 2013 and rules
 made thereon, M/s. Kumar & Giri, Chartered Accountants, Hyderabad
 was re-appointed for three years in the 23rd Annual General meeting
 subject to ratification at every Annual General meeting. The Company
 has received a certificate from the auditors to the effect that their
 ratification for re-appointment if made, would be in accordance with
 the conditions as specified under Section 141 of the Companies Act,
 2013 read with Companies (Audit and Auditors) Rules, 2014. The
 Directors recommend for ratification of re-appointment of M/s.  Kumar
 & Giri, Chartered Accountants as Statutory Auditors for the
 financial year 2016-17. A resolution proposing ratification of
 re-appointment of M/s.  Kumar & Giri, Chartered Accountants as the
 Statutory Auditors of the Company for the financial year 2016-17
 pursuant to section 139 of the Companies Act, 2013 forms part of the
 Notice.
 
 Comments of the Auditors in their report and the notes forming part of
 the accounts are self-explanatory and need no comments. However, the
 Auditors have not made any adverse qualifications in their report on
 the accounts of the Company for the year under review.
 
 Secretarial Auditor
 
 The Board has appointed M/s. Saurabh Poddar & Associates, Company
 Secretaries, to conduct Secretarial Audit for the financial year
 2015-16. The Secretarial Audit Report for the financial year ended
 March 31, 2016 is annexed here with marked as Annexure III to this
 Report. The Secretarial Audit Report does not contain any
 qualification, reservation or adverse remark.
 
 Contracts And Arrangements With Related Parties:
 
 All contracts / arrangements / transactions entered by the Company
 during the financial year with related parties were in the ordinary
 course of business and on an arm''s length basis. During the year,
 except with the wholly owned subsidiary, the Company had not entered
 into any contract / arrangement / transaction with related parties
 which could be considered material in accordance with the policy of the
 Company on materiality of related party transactions.
 
 The Policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board may be
 accessed on the Company''s website at the link: www.granulesindia.com.
 
 The particulars of contracts or arrangements with related parties
 referred to in section 188(1) are prepared in Form No. AOC-2 pursuant
 to clause (h) of sub-section (3) of section 134 of the Act and Rule
 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed
 as Annexure IV to this Report
 
 Disclosures:
 
 Audit Committee
 
 The Audit Committee comprises majority Independent Directors namely Mr.
 C. Parthasarathy (Chairman), Mr. L.S.  Sarma, Mr. A.P. Kurian, Mr. A.
 Arun Rao and Mr. Krishna Prasad Chigurupati as other members. During
 the period under review, Mr. L.S. Sarma resigned as Chairman of the
 Audit Committee and Mr. C. Parthasarathy, Independent Director, was
 elected as Chairman of the Committee by Committee members. All the
 recommendations made by the Audit Committee were accepted by the Board.
 
 Vigil Mechanism
 
 The Company has a Vigil mechanism and Whistle blower policy in terms of
 the Listing Regulations, under which the employees are free to report
 violations of applicable laws and regulations and the Code of Conduct.
 Protected disclosures can be made by a whistle blower through a
 dedicated e-mail, or a letter to the Chairman of the Audit Committee.
 
 The Policy on vigil mechanism and whistle blower policy may be accessed
 on the Company''s website at the link:www.granulesindia.com
 
 Meetings of the Board
 
 Eight (8)meetings of the Board of Directors were held during the year
 under review. The details of the Board Meetings with regard to their
 dates and attendance of each of the Directors thereat have been
 provided in the Corporate Governance Report.
 
 Code of Conduct
 
 A declaration regarding compliance with the code of conduct signed by
 the Company''s Chairman and Managing Director is published in the
 Corporate Governance Report which forms part of the annual report.
 
 Particulars of Loans given, Investments made, Guarantees given and
 Securities provided
 
 Particulars of loans given, investments made, guarantees given and
 securities provided are provided in the standalone financial statement
 (Please refer to Note No.2.12, 2.13 and 2.35 to the standalone
 financial statement).
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo:
 
 The particulars relating to conservation of energy, technology
 absorption, foreign exchange earnings and outgo, as required to be
 disclosed under the Act, are provided in Annexure V to this Report.
 
 Extract of Annual Return
 
 Extract of Annual Return of the Company is annexed herewith as Annexure
 VI to this Report.
 
 Particulars of Employees and related disclosures
 
 In terms of the provisions of Section 197(12) of the Act read with
 Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, a statement showing the names and
 other particulars of the employees drawing remuneration in excess of
 the limits set out in the said rules forms part of this Report.
 
 Disclosures pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with Rule5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
 also forms part of this Report.
 
 However, having regard to the provisions of the first proviso to
 Section 136(1) of the Act, the Annual Report excluding the aforesaid
 information is being sent to the members of the Company. The said
 information is available for inspection at the registered office of the
 Company during working hours for a period of 21 days before the date of
 ensuing Annual General Meeting and any member interested in obtaining
 such information may write to the Company Secretary and the same will
 be furnished on request. This information is available on the Company''s
 website link: www.granulesindia.com
 
 Your Directors further state that, the remuneration paid to the Key
 managerial Personnel and others is as per the Remuneration Policy of
 the Company.
 
 Policy on Sexual Harassment
 
 The Company has a Policy on Prevention of Sexual Harassment of
 Women at Workplace for the matters connected there with or
 incidental thereto covering all the aspects as contained under the
 The Sexual Harassment of Women at Work place (Prohibition,
 Prevention and Redressal)Act, 2013.
 
 During the year under review, the Company has not received any
 complaints pertaining to Sexual Harassment.
 
 General:
 
 Your Directors state that no disclosure or reporting is required in
 respect of the following items as there were no transactions on these
 items during the year under review:
 
 1.  Details relating to deposits covered under Chapter V of the Act.
 
 2.  Issue of equity shares with differential rights as to dividend,
 voting or otherwise.
 
 3.  Issue of shares (including sweat equity shares) to employees of the
 Company under any scheme save and except ESOP referred to in this
 Report.
 
 4.  Cost Audit is not applicable for the financial year 2015-16.
 
 5.  Neither the Chairman and Managing Director nor the Whole-time
 Directors of the Company receive any remuneration or commission from
 any of its subsidiaries.
 
 6.  No significant or material orders were passed by the Regulators or
 Courts or Tribunals which impact the going concern status and Company''s
 operations in future.
 
 Appreciations And Acknowledgements:
 
 Your Directors would like to express their sincere appreciation for the
 assistance and co-operation received from the financial institutions,
 banks, Government authorities, customers, vendors and members during
 the year under review. Your Directors wish hereby to place on record
 their appreciation of the services rendered by the employees, without
 whose whole-hearted efforts, the over all satisfactory performance
 would not have been possible.
 
 Your Directors look forward to the long term future with confidence.
 
                                 On behalf of the Board of Directors
  
                                                                Sd/-
 
                                          Krishna Prasad Chigurupati
 
                                      Chairman and Managing Director 
 
                                                        DIN:00020180
 
 Hyderabad,
 
 April 28, 2016
Source :
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