The Directors have pleasure in presenting the Sixty-fourth Annual
Report of the Company together with the audited accounts for the year
ended 31st March, 2012. The audited figures given hereunder for the
financial year under review and the previous period are not comparable,
as the current period is for 12 (twelve) months from 1st April, 201 1
up to 31st March, 2012, while the previous period was for a period of
16 (sixteen) months from 1st December, 2009 to 31st March, 2011.
(Rs in Lakhs)
Apr 2011- Dec 2009-
Mar 2012 Mar 2011
Revenue from Operations (Net) 58406.53 63648.41
Operating and Other Income 3841.32 2468.05
Profit before non-recurring expenses 20537.59 23798.73
Voluntary Retirement Scheme 45.90 230.98
Profit before Taxation 20491.69 23567.75
Provision for Tax 6022.29 7038.45
Net Profit 14469.40 16529.30
Balance brought forward from previous
period 25195.62 16124.14
Profit available for appropriation 39665.02 32653.44
- Interim - 3408.01
- Proposed 4089.62 1590.40 4998.41
Tax on Dividend
- Interim - 548.47
- Proposed 663.44 258.01 806.48
Transfer to General Reserve
Balance carried to next year 33465.02 25195.62
Your Directors recommend a dividend of Rs 18.00 (180%), previous year
Rs 22.00 (220%) per equity share. If the proposed dividend is approved
by the Shareholders at the Annual General Meeting, the total dividend
payout will be Rs 4089.62 lakhs. Tax on dividend payout to be borne by
the Company will aggregate Rs 663.44 lakhs.
The dividend will not suffer tax in the hands of the Shareholders.
Mr. K. K. Maheshwari and Mr. S. S. Lalbhai retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
Mr. Sekhar Natarajan was appointed as Additional Director of the
Company with effect from 5th August, 201 1. In terms of Section 260 of
the Companies Act, 1956, the term of office of Mr. Natarajan expires on
the date of the forthcoming Annual General Meeting and he is eligible
Mr. S. Sridhar was appointed as Additional Director of the Company with
effect from 21st May, 2012. In terms of Section 260 of the Companies
Act, 1956, the term of office of Mr. Sridhar expires on the date of the
forthcoming Annual General Meeting and he is eligible for appointment.
Mr. Aijaz Tobaccowalla was appointed as Additional Director of the
Company with effect from 28th June, 2012. In terms of Section 260 of
the Companies Act, 1956, the term of office of Mr. Tobaccowalla expires
on the date of the forthcoming Annual General Meeting and he is
eligible for appointment.
Mr. Kewal Handa has resigned as the Managing Director and Director of
the Company with efffect from end of day, 15th August, 2012. Your
Directors wish to place on record their appreciation of the valuable
contribution made by Mr. Handa.
The Board has appointed Mr. Aijaz Tobaccowalla as Managing Director
with effect from commencement of business, 16th August, 2012, subject
to the approval of the Members at the forthcoming Annual General
Meeting and also subject to the approval of the Central Government.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently, and have 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 31st March, 2012, and of the profit of the Company
for the period 1st April, 2011 to 31st March, 2012;
iii) 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;
iv) the annual accounts have been prepared on a going concern basis.
INFORMATION PURSUANT TO SECTION 2I7(2A) OF THE COMPANIES ACT, 1956
The information required under Section 2I7(2A) of the Companies Act,
1956, (the Act) read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per the
provisions of Section 219 (I) (b) (iv) of the Act, the Report and
Accounts are being sent to all shareholders excluding the statement of
particulars of employees under Section 2I7(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Company''s Registered Office.
The Management Discussion and Analysis Report and a Report on Corporate
Governance along with a Certificate from Messrs. B S R & Associates,
regarding compliance with the conditions of Corporate Governance
pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges are annexed hereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS
The particulars required under Section 2l7(l)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, are annexed hereto as Annexure I.
The Auditors, Messrs. B S R & Associates, retire at the conclusion of
this Annual General Meeting and offer themselves for re-appointment.
Messrs. B S R & Associates have confirmed their eligibility for
re-appointment under Section 224(1B) of the Companies Act, 1956.
Messrs. B S R & Associates, if appointed, will hold office up to the
conclusion of the next Annual General Meeting of the Company.
The claims under the Drug Prices Equalization Account and the comments
of the Auditors regarding the amount payable into the Drug Prices
Equalization Account in respect of De-methyl Chlor Tetracycline, Chlor
Tetracycline Hydrochloride, Tetracycline Hydrochloride, Dexamethasone,
Amoxycillin Trihydrate, Benzathine Penicillin G and their formulations
and claims by the Government regarding non-compliance with respect to
prices fixed under Para 8 of the Drugs (Prices Control) Order, l995,
for Prednisolone based formulations have been explained in Notes
26(i)(a) and (b) to the Accounts. An early resolution of this issue
will provide much needed clarity for the future.
Pursuant to the provisions of Section 233B of the Companies Act, 1956,
companies are required to file their Cost Audit Reports within 180 days
from the close of the financial year.
The Cost Audit Report for Formulations for the financial year ended
31st March, 2011, was filed on 26th September, 2011.
The Directors have appointed Messrs. RA & Co., Mumbai, as Cost Auditors
to conduct the cost audit of Formulations for the year ended 31st
Your Directors take this opportunity to thank the Management of the
Parent Company, for their valuable guidance and support.
The Directors record their thanks to the Company''s employees at all
levels for their dedication and commitment throughout the year. The
Directors would also like to record their thanks to the Company''s
shareholders, bankers, financial institutions, Central and State
Government officials, medical professionals, hospitals, research
institutions, vendors, trade and all customers for their continued
support and co-operation.
On behalf of the Board of Directors
Place: Mumbai Kewal Handa Sekhar Natarajan
Date: 28th June, 2012 Managing Director Director