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Shasun Pharmaceuticals Ltd.

BSE: 524552 | NSE: SHASUNPHAR | Series: NA | ISIN: INE317A01028 | SECTOR: Pharmaceuticals

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Shasun Pharmaceuticals is not traded on BSE in the last 30 days

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Nov 17, 15:57
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Shasun Pharmaceuticals is not traded on NSE in the last 30 days

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Director’s Report

Dear Members, The Directors have pleasure in presenting the Fortieth Annual Report of Shasun Pharmaceuticals Limited (the Company) together with the audited statement of accounts for the year ended March 31, 2015. FINANCIAL RESULTS Rs. in Mn Financial Standalone Consolidated Results for the year ending 31.03.2015 31.03.2014 31.03.2015 31.03.2014 Gross Revenue 10,923.09 9,469.91 13,288.58 12,356.22 Profit before 1,282.80 1,017.19 1,296.58 1,238.35 interest, Depreciation and Tax Profit before 458.24 279.50 301.69 229.67 tax Profit after 413.48 352.25 237.55 302.11 tax Appropriated as follows Dividend on Equity - 56.62 - 56.62 Shares Tax on Dividend - 9.62 - 9.62 Transfer to General - 35.22 - 35.22 Reserve EPS (diluted) on 6.77 6.22 3.89 5.34 the basis of Rs 2/- share A detailed analysis of the operations of the company has been provided in the management discussion and analysis report, which forms a part of this annual report 1. Dividend The Board of Directors of the company have not recommended any dividend for the financial year ended March 31, 2015. 2. Business performance During the financial year 2014-15, your Company has achieved Stand-alone gross revenue of Rs. 10923.09 Mn as against Rs. 9469.91 Mn in the year 2013-14, registering a growth of 15% on standalone basis. The profit after tax Rs. 413.48 Mn. as against Rs. 352.25 Mn. The Company achieved Consolidated gross revenue of Rs. 13288.58 Mn. as against Rs. 12356.22 Mn. in the year 2013-14, registering a growth of 7.5% on consolidated basis. The profit after tax Rs. 237.55 Mn. as against Rs. 302.11 Mn. 3. Material changes affecting financial position of the Company There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report. 4. Subsidiaries / Joint Ventures The details of Subsidiaries, Joint Ventures and Associate Companies and their financial position as required under the first proviso to Section 129(3) is given in Form AOC-1 in Annexure as part of this report. Based on the Shareholders approval, your Company has divested its entire stake of 24.78% in joint venture viz. M/s. Alivira Animal Health Ltd. to the other shareholder M/s. Sequent Scientific Ltd. for a consideration of Rs. 75 crores. 5. Amalgamation The Board of Directors at its meeting held on September 29, 2014, have approved the Scheme of Amalgamation between the Company and M/s. Strides Arcolab Limited, subject to various approvals under Section 391 to 394 of the Companies Act, 1956. The appointed date of the proposed scheme is April 1, 2015. As per terms of the Scheme, shareholders of the Company will receive 5 equity shares of Rs. 10 each of Strides Arcolab Limited for 16 equity shares of Rs. 2 each of the Company. The swap ratio has been arrived at based on the joint valuation report issued by M/s. Price Waterhouse & Co. and M/s. S.R. Batliboi & Co. LLP. The Scheme is subject to regulatory and other necessary approvals. Pursuant to an Order of the Honourable High Court of Judicature at Madras, shareholders of the Company at their meeting held on March 12, 2015, duly approved the scheme. Company had filed the petition before the said court for sanction of the scheme. 6. Corporate Governance Your Company has been complying with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors'' certificate on compliance of the Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement and Management Discussion & Analysis forming part of this report are provided in this Annual Report. 7. Composition and Number of Meetings of the Board The Board of Directors of the Company comprises of well qualified and experienced persons having expertise in their respective areas. It has appropriate combination of Executive, Non-Executive Directors and Independent Directors. During the financial year 2014-15, the Directors met seven times i.e., on 23.04.2014; 21.05.2014; 30.05.2014; 06.08.2014; 29.09.2014; 06.11.2014 and 05.02.2015. 8. Directors/Key Managerial Personnel In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. S. Abhaya Kumar and Dr. S. Devendra retire by rotation and are eligible for reappointment. Dr. Arun Chandra Karmakar appointed as an Additional Director and Director - Operations & EHS of the Company with effect from August 6, 2014. Mrs. Taru Rajesh Mardia was appointed as an Additional Director of the Company with effect from April 30, 2015. Mr. M. Mohan, Director - EHS resigned with effect from August 6, 2014. Prof. Indira J Parikh, Independent Director, resigned with effect from February 6, 2015. The Board places on record their appreciation for the valuable guidance and support rendered by Mr. M. Mohan and Prof. Indira J Parikh during their association with the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. S. Abhaya Kumar, Managing Director; Mr. S. Hariharan, Chief Financial Officer and Mr. S. Murali Krishna, Company Secretary, were formalized as the Key Managerial Personnel of the Company. 9. Particulars of Employees and related disclosures In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the annexure forming part of the Annual Report. Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost. 10. Board Evaluation A formal evaluation of the Board, its committees and of the individual director is one potential effective way to respond to the demand for greater Board''s accountability and effectiveness. A questionnaire is prepared and is being circulated amongst the Directors for their comments. The performance evaluation of Directors including Independent Directors is done by the entire Board of Directors excluding the directors being evaluated. The Board of Directors expressed their satisfaction with the evaluation process. 11. Directors'' Responsibility Statement Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that: a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b) they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit or loss of the company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) they have prepared the annual accounts on a going concern basis. e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. Remuneration Policy The remuneration policy of the Company has been so structured in order to match the market trends of the industry. The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective directors for the growth of the Company. 13. Risk Management During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the company''s enterprise wide risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. 14. Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. 15. Auditors Cost Auditor: The Board has appointed M/s. Geeyes & Co., Cost Accountants as Cost Auditor of the Company for the financial year 2014-15. The cost audit is under progress and the Company will submit the cost audit report within the prescribed time. Secretarial Auditor: The Board has appointed Mrs. Lakshmmi Subramanian, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is given in annexure to this report. 16. Audit Committee Recommendation During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report. 17. Related Party Transactions All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large. The transactions with the related parties are disclosed in the Notes to the financial statements in the Annual Report. 18. Listing arrangements The company''s shares are listed in the BSE Ltd. and National Stock Exchange of India Ltd. and the annual listing fee has been paid to these stock exchanges. 19. Vigil Mechanism The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same is explained in the Corporate Governance Report. 20. Corporate Social Responsibility (CSR) The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure as part of this report. Further the details of composition of the CSR Committee and other details are provided in the Corporate Governance Report which forms part of this report. 21 . Disclosure under the Sexual harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013 The company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2014-15. 22. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements. 23. Share Capital Consequent to the allotment of 35,00,000 equity shares to M/s. Sequent Scientific Ltd., on preferential basis on 30.05.2014, the paid up equity share capital has gone upto Rs. 12.02 crores from Rs. 11.32 crores. 24. Employees Stock Option The Company has reserved 11,02,477 (Eleven Lakh Two Thousand Four Hundred Seventy Seven) stock options under the Shasun ESOP Scheme and granted 2,23,000 (Two Lakh Twenty Three Thousand) stock options to identified Employees at a price of Rs. 85.60/- (Rupees Eighty Five and Sixty Paise) on August 6, 2014, which options will be vested over a period of five years at the rate of one-fifth of the options (i.e., 44,600 each year) with the first vesting date being one year from the date of grant of the option (i.e., August 5, 2015). 25. Public Deposits The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. 26. Extract of Annual Return An extract of Annual Return in form MGT-9 as on March 31, 2015 is attached as Annexure forming part of this Report. 27. Environment, Health & Safety Shasun enjoys the services of a team that is experienced and competent in the management of Environment, Health and Safety issues. The team invests proactively in impact mitigation initiatives coupled with simulations. All modern tools and techniques like PHA, Hazop and PSM are covered to improve Environment, Health and Safety. Internal and external audits measure our Environment, Health and Safety performance and also inspire the Company to achieve an international standard with zero deviations. Testimony to this are ISO 14001 and ISO 2007 certifications for both Pondy and Cuddalore APIs. At Shasun Pharmaceuticals Limited, a responsible Environment, Health & Safety (EHS) commitment is integral to our existence. Regular audits are conducted and improvements carried out to provide a safe and secured atmosphere. 28. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure to this Report. 29. Acknowledgement Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks during the year under review. Your Directors also place on record their deep sense of appreciation for the continued support of customers, suppliers, employees and investors of the company. For and on behalf of Board of Directors S. Vimal Kumar S. Abhaya Kumar Dr. S. Devendra Wholetime Director Managing Director Wholetime Director Place : Chennai Date : April 30, 2015

Director’s Report