To the Members
The Directors submit the Annual Report of the Company together with the
audited statement of accounts for the year ended March 31, 2011.
Financial results
The Company''s revenue, expenditure and results of operations are
presented as below showing both the consolidated and standalone
financial results.
(Rs. lakhs)
Particulars Standalone Consolidated
year ended Year ended year ended Year ended
march
31, 2011 March
31, 2010 march
31, 2011 March
31, 2010
Net Sales 40,567.70 38,619.49 47,517.97 46,108.93
Other Income 71.17 48.00 80.25 107.36
Total Income 40,638.87 38,667.49 47,598.22 46,216.29
Profit Before
Depreciation, Interest
and Tax 5,464.16 6,280.90 5,765.69 7,371.97
Less: Interest and
Finance Charges 1,136.20 1,639.98 1,258.69 1,754.90
Less: Depreciation 1,588.13 1,589.67 1,831.47 1,857.43
Profit Before Tax 2,739.83 3,051.25 2,675.53 3,759.64
Less: Provision for
Taxes Including
Deferred Tax 568.01 656.40 585.95 722.44
Net Profit After Taxes 2,171.82 2,394.85 2,089.58 3,037.20
Add: Surplus Brought
Forward from
Previous Year 6,164.89 4,123.36 6,016.52 3,332.64
Surplus Available 8,336.72 6,518.22 8,106.10 6,369.84
Appropriations
made to Surplus:
Provision for Dividend 300.86 250.71 300.86 250.71
Provision for
Dividend Tax 48.81 42.61 48.80 42.61
Transfer to General
Reserve 108.60 60.00 108.60 60.00
Balance Carried to
Balance Sheet 7,878.45 6,164.89 7,647.84 6,016.52
Basic Earnings Per Share 10.83 11.94 10.42 15.14
Diluted Earnings Per Share 10.78 11.89 10.37 15.08
2. Dividend
In view of the Company''s profitable performance, the Directors are
pleased to recommend for approval of the shareholders, a dividend of
15% on 2,00,57,154 equity shares (face value of Rs. 10 each) of the
Company with respect to the financial year 2010-11. The dividend, if
declared as above, would involve an outfow of Rs. 300.86 lakhs towards
dividend and Rs. 48.81 lakhs towards dividend tax, resulting in a total
outfow of Rs. 349.67 lakhs. Under the Income Tax Act, 1961, the
dividend will be tax free in the hands of the shareholders.
3. Transfer To The investor
Education and Protection fund
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.
71,215/- (Seventy One Thousand Two Hundred and Fifteen only) for the
Financial Year 2002-03, was transferred to the Investor Education and
Protection Fund established by the Central Government during the year
under review.
4. Transfer To General reserves
The Company proposes to transfer Rs. 108.60 lakhs to the General
Reserve out of the amount available for appropriations. After the
appropriations, it has been proposed to retain Rs. 1,713.56 lakhs from
the current year''s profits.
5. Review of Operations
The net sales of the Company for the financial year 2010-11 stood at Rs.
40,567.70 lakhs compared to the net sales of Rs. 38,619.49 lakhs in the
previous Financial Year 2009-10, registering a growth of 5% in the
current financial year. The profit before interest, depreciation and tax
stood at Rs. 5,464.16 lakhs and profit after taxes stood at Rs. 2,171.82
lakhs during the current financial year. The Company continued to
strengthen its position in the rapidly growing market and aims at
achieving productivity gains, growth in volumes, sustained margins and
neutralising cost increases.
6. Funding
During the year under review, the Company has not sought or received
any external funding.
7. Research & Development
The Company is committed to building a sound base for sustained growth
both in both API and PFI businesses through the development of
innovative, future-oriented technologies, intellectual property
protection and engineering technologies in stable-ops by leveraging our
collective R&D expertise resulting in value for all stakeholders. Our
unrelenting focus on R&D has yielded achievements in year ending March
2011. The Company filed first patent application during the year and is
also preparing to file several more patent applications. The Company is
also developing API technologies which will offer higher quality
material. R&D efforts also helped in improving operational
productivity.
To face challenges in the business environment, the Company has
strengthened its R&D by enhancing resources and creating new
facilities. The Company also lined up several programmes for in-house
R&D and formed alliances with national and international reputed
institutions. We are positioning the period covered by the 2011-2012
Plan as a time of transformation, in which the Company will move
forward from our past successes and grow into a new Granules which
focuses on our activities on the themes of Innovation, Culture and
Growth.
8. Directors
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning. During the year under review the
following changes were witnessed:
a. Mr. Arun Rao Akinepally was appointed Additional Independent
Director by resolution of the Board passed by circulation on April 27,
2010 duly confrmed by the shareholders in the Annual General Meeting
dated September 27, 2010.
b. Mr. Harsha Chigurupati was appointed as an Additional Director by
Board Resolution on July 26, 2010 and was subsequently confrmed and
appointed as an Executive Director for a period of five years w.e.f
August 1, 2010 by the shareholders in the Annual General Meeting dated
September 27, 2010.
There is no change in the Board after the date of Balance Sheet.
Pursuant to provisions of Sections 255 and 256 of the Companies Act,
1956 and Article 51 of the Articles of Association of the Company, Mr.
L.S. Sarma and Mr. C. Parthasarathy, Independent Directors of the
Company are liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers themselves for re-appointment to the
office of Directorship. Your Board of Directors recommend for their
re-appointment.
Brief profiles of Mr. L.S. Sarma and Mr. C. Parthasarathy, the nature of
their expertise in specific functional areas and the number of companies
in which they hold directorships and memberships/chairmanships of
Committees of the Board, as stipulated under Clause 49 of the Listing
Agreement with the stock exchanges, are provided in the section on
Corporate Governance in this Annual Report.
The Board has formed different Committees delegating various functions,
the description of the same is provided in the Corporate Governance
Report, attached herewith.
9. Corporate Governance Report
Your Company is committed to good Corporate Governance Practices and
following the guidelines prescribed by the Stock Exchange Board of
India from time to time. Your Company still continually works at
improving its practices and processes as it is spreading through
nations to ensure that the best practices are identifed, adopted and
followed. The Company has implemented all of its major stipulations as
applicable to the Company. The Statutory Auditors Certificate, dated
July 28, 2011 in accordance with Clause 49 of the Listing Agreement is
annexed with Corporate Governance Report.
Mr. C. Krishna Prasad, Managing Director and Mr. Pranesh Raj Mathur,
CFO and President (API), have given a Certificate to the Board with
regard to the Financial Statements for the Year ending March 31, 2011
and the same is annexed with Corporate Governance Report, as
contemplated in Clause 49 of the Listing Agreement.
A Detailed report on Corporate Governance practices followed by your
Company, in terms of Clause 49 of the Listing Agreement with Stock
Exchanges, is provided separately in this Annual Report.
10. Management Discussion and analysis Statement
A Management Discussion and Analysis statement as required under the
clause 49 of the Listing Agreement is annexed, forming a part of the
Directors Report.
11. Director''s Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 and based on the representations received from the operating
management, the Directors hereby confrm that:
i. In the preparation of accounts, the applicable accounting standards
have been followed.
ii. Appropriate accounting policies were applied consistently.
Judgment and estimates that were reasonable and prudent were made to
give a true and fair view of the Company''s state of affairs as at the
end of the financial year and of the Company''s profits for the year.
iii. Proper and sufficient care was taken to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, to safeguard the Company''s assets and prevent and detect
fraud and other irregularities.
iv. The annual accounts were prepared on a going concern basis.
12. Subsidiary companies
Granules uSa inc.
Granules USA Inc., a wholly-owned subsidiary company, operates for the
marketing requirements of the Company in the U.S. During the financial
year 2010-11, the Company achieved a turnover of Rs. 7,543.74 lakhs.
Gil lifesciences Private limited
GIL Lifesciences Private Limited, a wholly-owned subsidiary of the
Company has acquired land at Jawaharlal Nehru Pharma City (JNPC),
Parwada Mandal, Visakhapatnam (AP) to set up a Pharmaceutical
manufacturing unit. The Company is yet to commence operations here.
Granules Singapore Pte limited
The Company has not commenced any activity from this wholly-owned
subsidiary company.
The relevant particulars of subsidiary companies and the consolidated
final accounts for the year ended March 31, 2011, in accordance with the
Accounting Standard AS-21 on Consolidated Financial Statements, read
with Accounting Standard AS-23 on Accounting for Investment in
Associates are appended to this Report.
13. Joint venture companies
Granules-biocause Pharmaceutical co. limited
During the financial year 2010-11, Granules-Biocause Pharmaceutical Co.
Limited, our Joint Venture Company achieved a turnover of Rs. 6,299.46
lakhs.
The Company has signed Joint Venture Agreement with a Belgium based
Company, S. A. Ajinomoto Omnichem N.V. on July 14, 2011 for the purpose
of establishing a 50:50 Joint Venture Company in India for manufacture
of pharmaceutical intermediates and APIs. The incorporation of the
Joint Venture Company is under process however, the name of the
proposed companyGranules Omnichem Private Limited” has been approved
by the Registrar of Companies, Hyderabad (AP).
14. Statement under Section 212 of The companies act, 1956
Pursuant to the General Circular no. 2/2011 dated February 8, 2011
issued by Ministry of Corporate Affairs, the Company is entitled for
exemption from the provisions of section 212 of the Companies Act, 1956
and the Company has complied with the requisite criteria mentioned in
the above stated circular. However, a brief statement pursuant to
section 212 of the Companies Act, 1956 related to Subsidiary Companies
has been given as Annexure to the Balance Sheet and forms a part of
this Annual Report.
Copies of the Annual Report of the Subsidiary Companies and the related
detailed information will be made available to any member of the
Company and its Subsidiaries who may be interested in obtaining the
same. The Annual Report of the Subsidiaries Companies will also be kept
open for inspection by any investor at the Registered Office of the
Company and that of the respective Subsidiary Companies. The
consolidated Annual Report is attached with the Annual Report of the
Company.
15. Auditors and Their report
M/s. Kumar & Giri, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and being eligible have offered themselves for re-appointment. The
Company has received a certificate from the Auditors to the effect that
their re-appointment if made, would be in accordance with the
provisions of Section 224(1B) of the Companies Act, 1956. The Directors
recommend their re-appointment and to fix their remuneration.
Comments of the Auditors in their report and the notes forming part of
the Accounts, are self explanatory and need no comments.
16. Cost auditors
M/s. EVS & Associates, Cost Accountants, were appointed as the
Company''s Cost Auditors subject to the consent of the Government of
India to conduct cost audit of the bulk drugs and formulations division
of the Company for the Financial Year 2010-11. The said appointment was
approved by the Central Government.
17. Fixed Deposits
Your Company did not accept any public deposits and no amount on
account of principal or interest on public deposits was outstanding on
the date of Balance Sheet.
18. conservation of energy, Technology absorption, and foreign exchange
earnings and outgo
The information pertaining to conservation of energy, technology,
absorption, 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 the Board of Directors)
Rules, 1988 is given as ''Annexure I'' and forms part of the Directors
Report.
19. Human resources
Your Company continued to have cordial relations with its employees.
Your Company is striving relentlessly to strengthen talent pipeline
across all levels and to drive performance orientation as work culture
by implementing various schemes, system, process and programs from time
to time resulting in all around development of the employees and
vibrant work culture. Your Company has robust process of human
resources development which is provided for in Management Discussion
and Analysis.
20. ParticularS of employees
Particulars of employees, as required under section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of employees)
Rules, 1975, as amended, form part of this Report as ''Annexure II''.
However in pursuance of section 219(1)(b)(iv) of the Companies Act,
1956, this report is being sent to all shareholders of the Company,
excluding the aforesaid information and the said particulars are made
available at the Registered Office of the Company. The members
interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company.
21. Employee Stock Option Plan
Your Company implemented the Granules India Equity Option Plan 2002
with the objective of enhanced employee commitment. The details of the
stock options granted under the Granules India Equity Option Plan 2002,
are given below:
Sr. no. Description Details
(a) Options granted during the year NIL
(b) Pricing formula Not Applicable.
(c) Options vested during the year 3,750 options out of those granted
during the financial year 2006-07.
69,500 options out of those granted during the financial year 2009-10.
(d) Options exercised during the year Nil
(e) Total number of shares arising as a result of exercise of options
Not Applicable
(f) Options lapsed during the year Nil
(g) Variation in terms of options Nil
(h) Money realised by exercise of options during the year Nil
(i) Total number of options in force 1,54,000
(j) Employee wise details of options granted during the year to:
(j)(i) Senior managerial personnel Not Applicable
(j)(ii) Any other employee who receives a grant in any one year of
options amounting to 5% or more of options granted during the year.
Not Applicable
(j)(iii) Identifed employees who were granted option, during any one
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of
grant.
Not Applicable
(k) Diluted Earnings per share (EPS) pursuant to issue of shares on
exercise of options calculated in accordance with Accounting Standard
(AS) 20 – Earning per share.
Not Applicable
(l) Where the Company has calculated the employee compensation cost
using the intrinsic value of the stock options, the difference between
the employee compensation cost that shall have been recognised if it
had used the fair value of the options.
Not Applicable
(m) Weighted-average exercise prices and weighted-average fair values
of options, whose exercise price either equals or exceeds or is less
than the market price of the stock
Not Applicable
(n) Description of the method and significant assumptions used during
the year to estimate the fair values of options.
Not 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 III to this
report.
22. Related Party Transactions
As a matter of policy, your Company carries out transactions with
related parties on an arm''s length basis. Statement of these
transactions is given in the Notes to Accounts (Point no. 13) in
compliance of Accounting Standard (AS) 18.
23. Code of conduct
Your Company has laid down a Code of Conduct for all Board members and
senior management of the Company. The code of conduct has been posted
on the website of the Company. In pursuance of Clause 49 of the
Listing Agreement, the declaration by the Managing Director of the
Company affrming compliance with the code of conduct by the directors
and senior management personnel is provided herein as ''Annexure IV'' and
forms part of Directors Report.
24. Acknowledgements
Your Company continues to build shareholder value and your Directors
look to the future with confdence. Your Directors place on record their
appreciation for the overwhelming co- operation and assistance received
from investors, customers, business associates, bankers, vendors and
financial institutions. The Directors also thank the Government of India
and Governments of various countries, concerned State Governments and
other Government Departments and Governmental Agencies for their
co-operation and support.
Your Directors are especially indebted to employees of the Company and
its subsidiaries at all levels, who through their dedication,
co-operation, support and dynamic work, have enabled the Company to
achieve rapid growth.
On behalf of the Board of Directors
Sd/-
L. S. Sarma
Director
Sd/-
C. krishna Prasad
Managing Director
Place: Hyderabad
Date: July 28, 2011
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