The Directors present the Twenty-Fourth Annual Report together with
the Audited Accounts of the Company for the year ended on 31March 2012.
(Rs. in Lacs)
year ended For the
Total Revenue 35,537.46 33,037.63
Total Expenditure 37,934.35 35,262.16
Profit / (Loss) before Taxation (1,613.68) (2,224.53)
Income Tax - 2.16
Profit / (Loss) for the year after Tax (1,613.68) (2,226.69)
The financial highlights are as under:
The Total Revenue for the financial year under review was Rs. 35,537.46
Lacs as against Rs. 33,037.63 Lacs in the previous year. The Total
Expenditure was Rs. 37,934.35 Lacs as against Rs. 35,262.16 Lacs.
The Loss before Tax for the financial year under review was Rs. 1,613.68
Lacs as against a Loss before Tax of Rs. 2,224.53 Lacs.
Exports of the Company during the year under review were Rs. 15,266.37
Lacs as against Rs. 12,006.53 Lacs in the previous year.
The Formulation Business revenues declined on account of high rate of
attrition, which put the profitability of the division under pressure.
Your Company''s management has taken several measures to improve the
formulations business. All vacancies have been filled across the
country with the best talent. The Company has also engaged some of the
best talent in the industry at senior management leadership levels. The
new product pipeline is robust and the launch of these products should
help achieve a significant growth in formulation business revenues and
The Board of Directors of the Company has not recommended any dividend
for the financial year 2011-2012 on account of negative performance.
ALLOTMENT OF EQUITY SHARES :
The Company has allotted 26,90,000 Equity Shares to Expert Chemicals
(I) Pvt. Ltd. on 30 March 2012, a promoter group company, consequent to
its contribution made pursuant to the provisions of Corporate Debt
Restructuring Scheme approved by Corporate Debt Restructuring (CDR)
MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE
The Hon''ble Board for Industrial and Financial Reconstruction (BIFR)
is considering the Rehabilitation and Revival cum Merger of the
Pharmaceutical Products of India Limited (PPIL) with the Company
afresh, pursuant to the Order of Hon''ble Supreme Court of India dated
16 May 2008.
The PPIL has submitted proposal for rehabilitation cum merger of PPIL
with Wanbury Limited, with Operating Agency, IDBI and after considering
the same in the joint meeting of all concerned, Operating Agency, IDBI
has submitted Draft Rehabilitation Proposal with Hon''ble BIFR
for their consideration. The Hon''ble BIFR is considering the Draft
Rehabilitation Proposal submitted by the IDBI, Operating Agency and
we expect that the Draft Rehabilitation Proposal will be
circulated by Hon''ble BIFR shortly for the consideration of the all
FOREIGN CURRENCY CONVERTIBLE BONDS ISSUE :
Your Company had issued Foreign Currency Convertible Bonds (FCCB)
aggregating 15 Million (Euro Fifteen Million Only) on 20 April,
2007, in two parts. First part consists of 800 nos. Foreign Currency
Convertible A Bonds of face value of 10,000 each i.e. size of
Bond A was 8 Million and second part consists of 700 nos. Foreign
Currency Convertible B Bonds of face value of 10,000 each
i.e. size of Bond B was 7 Million, in accordance with the terms and
conditions mentioned in the offering circular dated 25 April 2007.
During the year under review the Company has not received any
application for conversion of FCCB into equity shares of the Company.
However till date 5,29,085 fully paid equity shares of face value of Rs.
10/- each have been issued at a conversion price of Rs. 138.43 per equity
share upon conversion of 128 Foreign Currency Convertible A Bonds of
face value of 10,000 each and 424 Foreign Currency Convertible
A Bonds of face value of 10,000 each at 90% of their face
value have been bought back by the Company.
Total numbers of FCCB(A) outstanding as on 31 March 2012 were 248 and
Total No. of FCCB(B) outstanding as on 31 March 2012 were 700.
SUBSIDIARY COMPANIES :
The Company does not have a non listed Indian subsidiary. However, the
Company had 5 foreign subsidiaries as on 31 March 2012. Members may
kindly refer to the Statement pursuant to the provisions of Section 212
(1) (e) of the Companies Act, 1956 and information on the financials of
the subsidiary companies appended thereto, which forms part of this
Annual Report. In Compliance with Clause 32 of Listing Agreement,
audited consolidated financial statements also form part of this Annual
Pursuant to the exemption given by the Central Government, Ministry of
Corporate Affairs, vide its General Circular No. 2/2011 dated 8
February 2011, the Company is not attaching along with its Annual
Report, detailed financial statement of accounts comprising of Balance
Sheet, Statement of Profit & Loss, reports of Directors & the Auditors
and other information of its subsidiary companies.
Any Shareholder interested in obtaining the Balance Sheet, Statement of
Profit & Loss, Directors'' Report and Auditors'' Report of the
subsidiaries of the Company may write to the Company for the same.
Dr. P. L. Tiwari, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment. Your Directors recommend his re-appointment.
Statement of particulars of employees required under Section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, forms part of this report. However, in terms of
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
the Report and the Accounts are being sent to all shareholders of the
Company excluding the aforesaid statement of particulars of employees.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company for the same.
None of the employee of the Company holds (by himself / herself or
along with his / her spouse and dependent children) more than 2% of the
Paid-up Equity Share Capital of the Company.
AUDITORS AND AUDITORS'' REPORT :
M/s. Kapoor & Parekh Associates, Chartered Accountant, retire as
Auditor of the Company at the conclusion of the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
the office of the Auditors, if re- appointed. Your Board recommends
The Board recommends M/s. Kolath & Co., Chartered Accountants, Chennai
as Branch Auditors of the Company to audit the accounts of the
Company''s Plant situated at Tanaku, West Godavari District, Andhra
Pradesh. M/s. Kolath & Co. has confirmed their eligibility and
willingness to accept the office of the Branch Auditor, if appointed.
The observations made in the Auditors'' Report read together with
relevant notes thereon are self explanatory & explained in Notes to
Accounts and hence do not call, any further comments under Section 217
of the Companies Act, 1956.
COST AUDITOR :
The report of Mr. Hemant V. Shah, Cost Accountant, in respect of audit
of cost accounts for bulk drug and formulation business of the Company
for the year ended on 31 March 2012, will be submitted to the Central
Government in due course.
The Board of Directors of the Company has approved the appointment of
Mr. Hemant V. Shah, Cost Accountant in respect of audit of cost
accounts for bulk drug business of the Company for the financial year
2012-2013 i.e. from 1 April 2012 to 31 March 2013.
An application is being made to the Central Government for its approval
for the appointment of Mr. Hemant V. Shah as Cost Accountant for the
financial year 2012-2013 i.e. from 1 April 2012 to 31 March 2013.
The Company has not invited / accepted / renewed any fixed deposits as
per the provisions of Section 58 A of the Companies Act, 1956 from the
public during the year under review.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
Report on Corporate Governance along with Auditors'' Certificate,
confirming compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges forms part of the Annual Report.
Management Discussion and Analysis Report as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges also forms part of
the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
of the Company would like to state that:
i) In the preparation of the Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
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 a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Loss of the
Company for that period.
iii) 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 i rregularities;
iv) The Directors have prepared the Accounts on a going concern basis.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earning and Outgo as stipulated 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 is set
out in the separate statement, attached to this report & forms part of
Your Company and its Directors wish to extend their sincere thanks to
the Bankers, Central & State Government, Customers, Suppliers,
Stakeholders and Staff for their continuous co-operation & guidance and
also expect the same in the future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K. CHANDRAN DR. P. L. TIWARI
VICE CHAIRMAN DIRECTOR
Mumbai, 28 May 2012