Dear Members,
The Directors have pleasure in presenting the 16th Annual Report
together with the audited accounts of Nectar Lifesciences Limited
(''NLL'' or ''Neclife'' or ''Nectar'' or ''the Company'') for the financial
year ended March 31, 2011.
Financial results
(Rs. in millions)
March 31, 2011 March 31, 2010
Sales and other income 11358.40 9047.75
Profit before interest and depreciation 2403.36 2139.92
Interest 740.84 602.84
Depreciation 460.96 387.46
Profit before tax 1201.56 1149.62
Tax Expenses 162.38 222.86
Earlier years'' adjustments 11.09 7.02
Profit after tax available for
Appropriations 1028.09 919.74
Interim Dividend Nil (Previous year 25%) - 38.07
Final dividend 10% (Previous year NIL) 22.43 -
Tax on dividend 3.64 6.47
Transfer to general reserve - 100.00
Balance c/f to balance sheet 1002.02 775.20
Operations
During the Year:
Sales and other income are up by 25.54%.
Profit before interest and depreciation is up by 12.31%.
Profit after tax is up by 11.78%.
Management Discussion and Analysis Report
The details of the Company''s various operations are discussed under
Management Discussion and Analysis Report. The Management Discussion
and Analysis of financial condition and result of operations of the
Company for the financial year 2010-11 as required under the Clause 49
of the Listing Agreement with the stock exchanges, is given as Annexure
III.
Global Depository Receipts (GDRs)
GDRs: The Company has issued and allotted 46,000,000 equity shares of
Re. 1/- each underlying 46,000,000 Global Depository Receipts (GDRs).
The GDRs are listed on:
Luxembourg Stock Exchange/ LuxSE
Société de la Bourse de Luxembourg S.A.
B.P. 165, L-2011 Luxembourg
Siége social, 11, avdela Porte-Neuve,
Telephone: (352) 47 79 36 – 1, Fax : (352) 47 32 98
Foreign currency convertible bonds
The Company had outstanding US,000,000 foreign currency convertible
bonds (FCCBs), on March 31, 2011. The said FCCBs were due for
redemption on April 26, 2011 (Maturity Date), at the redemption price
of 150.71% of its principal amount, as per the terms and conditions of
the FCCBs issue. Therefore, the FCCBs were redeemed at an aggregate
amount of US$ 49.7343 million consisting of payment of the principle
amount US million and accumulated premium on redemption of the FCCBs
of US$ 16.7343 million.
Subsidiary companies
During the financial year following wholly owned subsidiaries have been
incorporated:
1. M/s Nectar Capital Limited incorporated in Mauritius
2. M/s Nectar Lifesciences UK Limited, incorporated United Kigdom
As of now no business activity has been carried out these subsidiaries.
However, M/s Chempharma Private Limited incorporated in Sri Lanka stand
wound up during the last financial year.
In terms of the Circular no.2/ 2011 dated 8th February, 2011 issued by
the Ministry of Corporate Affairs, Government of India, the Balance
Sheet, Profit & Loss Account and other documents of the subsidiary
companies are not required to be attached with the Balance Sheet of the
company. Therefore, we have not attached said documents with this
Annual Report. The said documents/details shall be made available upon
request to any member of the Company and will also be made available
for inspection by any member of the Company at the registered office of
the Company during working hours up to the date of Annual General
Meeting.
Consolidated financial results
As required under the Listing Agreement with the stock exchanges, a
consolidated financial statements for the year ended on March 31, 2011
of the Company are attached.
Dividend
During the current financial year the Board of Directors has
recommended the final Dividend @ 10% i.e. Re. 0.10/- per equity shares
aggregating to Rs. 22,426,097/- of the Company subject to the approval
by the shareholders in the forthcoming Annual General Meeting. The
register of members and the share transfer books of the Company will
remain closed from September 23, 2011 to September 30, 2011 (both days
inclusive) for Annual General Meeting and payment of dividend, if
declared, on equity shares.
Directors
Mr. Basant Kumar Goswami, IAS (Retd.) and Mr. Dinesh Dua, retires by
rotation and being eligible, offers themselves for reappointment. The
Board recommends their reappointment.
Directors'' responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' responsibility statement, your
Directors confirm:
(i) That in the preparation of the accounts for the financial year
ended March 31, 2011, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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; and
(iv) That the Directors have prepared the accounts for the financial
year ended March 31, 2011 on a ''going concern'' basis.
Auditors
M/s Datta Singla & Co., Chartered Accountants, statutory auditors of
the Company retires at the conclusion of the forthcoming Annual General
Meeting and being eligible offer themselves for re-appointment.
The Audit Committee and Board of Directors recommend their
re-appointment as auditors.
Auditors'' Report
Observations made in the Auditors'' Report are self-explanatory and
therefore do not call for any further explanation.
Cost Audit
The Ministry of Corporate Affairs, Central Government of India vide
order dated December 16, 2010 has required your company to get the
audit of its cost accounts from the Cost and Works Accountant within
the meaning of Cost and Works Accountants Act, 1959.
In this regard, the company, with the approval of Central Government,
has appointed Dr. Vimal Kumar (Membership No. 9982) , Prof. of M/s V.
Kumar and Associates, SCO 124-25, Sector 34-A, Chandigarh, Cost and
Works Accountants as the Cost Auditors of the Company for the financial
years 2010-11 and 2011-12.
The due date of filing of Cost Audit Report for the financial year
2010-11 is September 30, 2011. The Cost Auditors Report will be filed
with Central Government by due date.
Audit Committee
The Company constituted the Audit Committee as per the provisions of
Section 292A of the Companies Act, 1956 and Clause 49 of the Listing
Agreement. The composition, powers and duties of the Audit Committee
are detailed out in the Corporate Governance Report. The Board of
Directors accepted all recommendations of the Audit Committee.
Energy, technology and foreign exchange
Information required under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the report
of Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings and outgo
is given in Annexure I and forms a part of this Report.
Personnel
Information pursuant to section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 as
amended, forms part of the Report. However, as per the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and
accounts are being sent to the share holders excluding statement of
particulars of employees under Section 217(2A) of the Act. Any
shareholder interested in obtaining the copy of the said statement, may
write to Secretarial Department at the corporate office of the company.
The Company enjoyed cordial relations with its employees at all levels.
Fixed deposits
During the year under Report, your Company did not accept any deposits
from the public in terms the provisions of Sections 58A and 58AA of the
Companies Act, 1956.
Corporate Governance
The Company aimed to conduct its affairs in an ethical manner. A
separate Report on Corporate Governance forms a part of the Annual
Report. A certificate from the Company''s Auditors regarding the
Compliance of Conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is given in Annexure II.
Acknowledgement
Your Directors would like to express their sincere and grateful
appreciation for the assistance and cooperation received from bankers
and government authorities and also thank the shareholders for the
confidence reposed by them in the Company and looks forward to their
valuable support in the future plans of the Company.
Your Directors also thank its agents, the medical professionals and its
customers for their continued patronage to the Company''s products.
For and on behalf of the Board of Directors
of Nectar Lifesciences Limited
Date : August 12, 2011 (Sanjiv Goyal)
Place : Chandigarh Chairman & Managing Director
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