To the Members,
The Directors have pleasure in presenting 16th Annual Report together
with Audited Statements of Accounts of the Company for the financial
year ending March 2011.
Financial Performance
Your Directors are delighted to present the Financial Results of our
business and operations for the year ending 31st March, 2011 were as
follows:
(Rs. in Lacs)
F.Y. F. Y.
Particulars 2010-11 2009-10
Net Sales 16,966.75 13,600.46
Add: Other Income 39.31 52.90
Total Revenue 170,06.06 13,653.36
Profit before Interest, 3,696.73 2,949.72
Depreciation and Taxes
Profit before Tax 2,393.85 1,824.08
Profit after Tax 2,169.02 1,642.93
Profit brought forward 1,484.48 663.64
from the previous year
Profit available for 3,653.50 2,306.57
appropriation
Appropriations:
-Transferred to 1,000.00 500.00
General Reserve
- Proposed Dividend
and Dividend 385.25 322.10
Distribution Tax
Excess provision of
Dividend & Dividend
Distribution Tax of (3.11) -
Previous Year written
back
Surplus carried to 2,271.36 1,484.48
Balance Sheet
The Company recorded net sales of Rs. 16,966.75 lac against Rs.
13,600.46 lac in the previous year, recording a growth of approximately
25%.The Profits after tax for the year is Rs. 2,169.02 lac against Rs.
1,642.93 lac for the previous year, which translates into a rise of
32%.
The boost in profits is on account of economies achieved and cost
cutting measures taken by the Company. This was achieved in spite of
the spike in cost of raw material and other inputs. The efforts of the
management were rewarded as increase in the production.
Dividend
Based on the Company''s encouraging performance, your Directors are
happy to recommend a dividend @ Rs. 3.00 per Equity Share of Rs. 10/-
each for the financial year 2010-11. The dividend, if approved at the
ensuing Annual General Meeting, will be paid to those Shareholders
whose names appear on the Register of Members of the Company as on the
8th September, 2011. In respect of shares held in demat form, it will
be paid to the Members whose names are furnished by the National
Securities Depository Limited and Central Depository Services (India)
Limited as beneficial owners. The dividend would involve an outflow of
Rs. 3,30.38 lac towards dividend and Rs. 54.87 lac towards dividend
distribution tax, resulting in a total outflow of Rs. 385.25 lac.
Transfer to Reserves
It may be noted that, the Board of Directors has proposed to transfer
Rs. 1,000.00 lac to General Reserves out of the amount available for
appropriations and balance of Rs. 2,271.36 lac is being carried to the
Balance Sheet.
Expansion Program
Taking cognisance of the increase in demand for the Company''s products,
the Company is in the process of expanding its installed capacity by
approximately 25% in the current financial year, at a capital cost of
Rs. 2,500 lac. A sum of Rs. 1,560 lac is proposed to be raised by way
of debt and the balance will be met from internal accruals. To achieve
the expansion, the Company explored the possibility of diversifying its
business by introduction of Infusion Therapy devices. Having realised
the potential, it has set up a plant which was inaugurated on 22nd day
of May, 2011.
Development of New Products
Your Company is continuously endeavouring to launch new products in the
diagnostic field and take advantage of the Company''s experience gained
in the field.
Subsidiaries
As the Shareholder are aware that the Company has acquired/floated
subsidiaries in China and USA as a part of its strategy to become a
significant global player. The Company has two subsidiaries viz.
Poly Medicure (Laiyang) Co. Ltd, China - The Company started commercial
production during the year and achieved a turnover of Rs. 328.38 Lac.
US Safety Syringes Co., LLC, USA – After taking into full account of
risks and opportunities, the Company is in the process of starting the
business activities.
Joint Venture/Associate
The Company has one Joint Venture in Egypt, viz.,
Ultra for Medical Products, Egypt - The Company is performing well and
has achieved sales of Rs. 2,579.46 lac during the financial year ended
31st December 2010.
The Company has given appropriate information relating to subsidiary
companies in the Annual Report in pursuance of Section 212 of the Act.
Consolidated Financial Statements of your Company along with its
subsidiaries, prepared in accordance with the relevant Accounting
Standards issued by the Institute of Chartered Accountants of India,
forms part of the Annual Report. Annual accounts of subsidiary
companies and the related detailed information to the shareholders is
available at the Registered Office of the Company.
Quality
Poly Medicure has successfully implemented a well- documented QMS
(Quality Management System) which has been accredited by SGS Systems
and Services Certifications, United Kingdom with ISO 9001:2008,
ISO-13485:2003 and CE mark from DNV, Norway thus making the entire
product range compliant with International Quality Standards.
Awards & Recognition(s)
In pursuance of the Company striving for excellence, the following
awards and recognition in various field. The Shareholders will be happy
to hear that it has received;
- Silver Patent award by Department of Pharmaceutical ministry of
Chemicals and Fertilizers Government of India and Pharmaceuticals
Export Promotion Council in recognition of commendable contribution in
Medical devices patent Category.
- Awarded by India Brand Equity Foundation (IBEF), in certificate of
excellence in recognition of exemplary growth and sustainable success.
Finance of Additional Facilities
The Company is moving ahead to touch new milestones and in order to
meet the fund requirements; the Company has arranged credit facilities
of Rs. 15.00 Cr. from Citi Bank N.A.
Upgradation of Rating assigned by CRISIL
The Company has been awarded the Financial Credit Rating assigned by
CRISIL as A/stable (Upgraded from A-/Stable) and P1 (Upgraded from P2 )
for fund based and non-fund based facility respectively. The underscore
financial strength of the Company in terms of the highest safety with
regard to timely fulfillment of its financial obligations.
Approval received for allotment of 1,06,250 Equity Shares
During the year under review, your Company has received approval from
the Bombay Stock Exchange Limited (BSE) for allotment of 1,06,250
Equity Shares, a matter pending with Bombay Stock Exchange Limited
(BSE).
Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
2. Appropriate accounting policies have been selected and applied them
consistently and have made judgements 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 31st March 2011 and of the Profit of the Company
for the year ended on that date;
3. Proper and sufficient care has been taken 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;
4. The annual accounts of the Company have been prepared on a going
concern basis.
Auditors and Auditors'' Report
M/s Doogar & Associates, Chartered Accountants, Auditors of the Company
hold office upto the conclusion of ensuing Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made by the Company for the year 2011-12 will be within
the limit prescribed under Section 224(1-B) of the Companies Act, 1956.
Secretarial Audit Report
As a measure of good Corporate Governance practice, the Board of
Directors of the Company appointed Shri B.K. Sethi, Practicing Company
Secretary, to conduct Secretarial Audit of records and documents of the
Company.
The Secretarial Audit Report confirms that the Company has complied
with all the applicable provisions of the Companies Act, 1956,
Depositories Act, 1996, Listing Agreement with Stock Exchanges,
Securities Contracts (Regulation) Act, 1956 and all the regulations and
guidelines of SEBI as applicable to the Company.
Employee Stock Option Scheme
The Company is proposing to grant 20,440 Options subject to the
approval of the members to the eligible employees. Each option holder
thereof would be entitled to apply for and get allotted one share of
the Company of Rs. 10/- each for such option, upon the payment of
exercise price during the exercise period. The exercise period
commences from the date of vesting of the option and expires at the end
three months from the date of such vesting:
The vesting periods for conversion of Options are as follows:
On completion of 24 months : 50%
from the date of grant of option vests
On completion of 30 months : 50%
from the date of grant of option vests
Directors
Sh. J.K. Baid and Sh. D.R. Mehta, retire by rotation at the ensuing
Annual General Meeting and being eligible offer themselves for
re-appointment.
Brief resume of the aforesaid Directors are furnished in the Corporate
Governance Report.
Human Resources Management
Employees are vital and most valuable assets. The Company has created a
favorable work environment that encourages innovation and meritocracy.
Yours Directors wish to place on record their sincere appreciation for
the excellent spirit with which entire team of the Company worked at
all plants and offices and achieved commendable progress.
Corporate Governance
Your Company remains committed to maintain the best standards of good
Corporate Governance practices and adhere to Corporate Governance
requirements set out by SEBI.
The report on Corporate Governance along with a certificate from Sh.
B.K. Sethi, Practicing Company Secretary confirming compliance of
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement of Stock Exchange is also annexed and forms part of
the Annual Report.
All Board Members and Senior Management Personnel have affirmed
compliance with code of conduct as applicable to them for the year
ending March 2011. A declaration to this effect is signed by Sh.
Himanshu Baid, Managing Director, is annexed to this Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Agreement with the Stock
Exchange is provided in Annexure-I forming part of Directors'' Report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Particulars with respect 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 the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are given in Annexure II and forming an integral part of this
Report.
Particulars of Employees
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended, is annexed as Annexure III.
Acknowledgement
Inspired by this vision, driven by values and powered by innate
strengths, your Directors would like to acknowledge and place on record
their sincere appreciation of the wholehearted support extended by the
Regulatory and Government authorities, Company''s Shareholders and other
stakeholders customers, vendors, bankers, employees and all other
business partners for their continued co-operation and excellent
support received during the year.
For and on behalf of the Board of Directors
D.R. Mehta Himanshu Baid
Chairman Managing Director
New Delhi
30th July 2011
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