Indoco Annual Report FY16
Indoco Annual Report FY16
Indoco Annual Report FY16
1 Notice
2 Directors Report
11
28
32
40
57
58
59
60
75
11 Balance Sheet
82
83
84
86
90
16 Financial Highlights
112
115
120
121
122
124
128
23 Proxy Form
151
152
A S U R E S H G. K A R E
Enterprise
[CIN: L85190MH1947PLC005913]
Registered Office: Indoco House, 166 CST Road, Kalina, Santacruz (E), Mumbai 400 098
Tel: 26541851-55 / Fax: 26520787 / email: [email protected] / Website: www.indoco.com
Notice
Notice is hereby given that the Sixty- Ninth Annual General Meeting of the members of INDOCO REMEDIES
LIMITED will be held on Friday, July 29, 2016, at 11.30 a.m., at MIG Cricket Club, MIG Colony, Bandra
(East), Mumbai 400 051 to transact the following business:
ORDINARY BUSINESS
1.
(a) the audited financial statements of the Company for the financial year ended March 31, 2016
and the Reports of the Board of Directors and the Auditors thereon;
(b) the audited consolidated financial statements of the Company for the financial year ended
March 31, 2016 and the Report of the Auditors thereon.
2.
To ratify the payment of interim dividend and to declare a final dividend on Equity Shares for the year
ended March 31, 2016.
3.
To appoint a director in place of Ms. Aditi Panandikar (DIN 00179113), who retires by rotation and
being eligible, offers herself for re-appointment.
4.
To consider and if thought fit, to pass with or without modification (s), the following Resolution as an
Ordinary Resolution:
RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions of the Companies
Act, 2013 and the Rules made thereunder, as amended from time to time, the Company
hereby ratifies the appointment of M/s Patkar & Pendse, a Firm of Chartered Accountants,
(Firm Registration No. 107824W) as the Auditors of the Company to hold office from the conclusion of
this Annual General Meeting till the conclusion of the 70th Annual General Meeting of the Company
to be held in year 2017 to examine and audit the accounts of the Company for the Financial Year
2016-17 at such remuneration plus service tax, out-of-pocket expenses etc., as may be mutually
agreed between the Board of Directors and the Auditors.
SPECIAL BUSINESS
5.
o consider and if thought fit, to pass with or without modification (s), the following resolution as an
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Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification (s) or re-enactment thereof for the time being in force), the Cost Auditors appointed by
the Board of Directors of the Company to conduct the audit of the cost records of the Company for the
financial year ending March 31, 2017, be paid the remuneration as set out in the Statement annexed
to the Notice convening this Meeting.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to
undertake all such acts, deeds, things and take steps as may be necessary proper or expedient to give
effect to this resolution.
6.
o consider and, if thought fit, to pass with or without modification (s), the following resolution as a
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Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 94 and other applicable provisions, if any,
of the Companies Act, 2013 and the rules made thereunder (including any amendment thereto or
enactment thereof for the time being in force), consent of the Company be and is hereby accorded
to keep the Register and Index of Members, copies of all Annual Returns under Section 92 of the
Companies Act, 2013 together with the copies of certificates and documents required to be annexed
thereto or any other documents as may be required, at the office of the Registrar and Share Transfer
Agent of the Company viz. Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, L.B.S.
Marg, Bhandup (W), Mumbai - 400 078 or its any other office or place within the Mumbai city,
instead of the Registered Office of the Company.
RESOLVED FURTHER THAT the Board of Directors or any Committee thereof of the Company be and
are hereby authorized to do all such things and take all such actions as may be required from time to
time for giving effect to the above resolution and matters related thereto.
Notes:
1.
The Statement setting out the material facts relating to Special Business at the meeting pursuant to
section 102 of the Companies Act, 2013 is annexed hereto.
2.
As required by Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 a brief profile of Director seeking re-appointment at ensuing Annual General Meeting is given.
3.
A member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint
a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the
Company.
A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not
more than ten percent of the total share capital of the Company carrying voting rights. A member
holding more than ten percent of the total share capital of the company carrying voting rights may
appoint a single person as proxy and such person shall not act as a proxy for any other person or
shareholder.
The Instrument appointing the Proxy must be filled stamped and duly signed and deposited at the
Registered Office of the Company not less than Forty Eight Hours before the commencement of the
Meeting i.e. by 11.30 A.M. on Wednesday, July 27, 2016.
In case of joint holders attending the Meeting, joint holder ranked higher in the order of names will
be entitled to vote at the meeting.
4.
Bodies Corporate who are members of the company are requested to send duly certified copy of the
Board resolution authorizing their representatives to attend and vote at the Meeting.
5.
Members are requested to bring their Attendance Slip while attending the Annual General Meeting.
A S U R E S H G. K A R E
Enterprise
Members holding shares in demat form are requested to write their DP ID and Client ID and those
holding shares in physical form are requested to write their Folio Numbers on the attendance slip for
attending the meeting.
6.
The Register of Members and Share Transfer Books of the Company shall remain closed from Friday,
July 22, 2016 to Friday July 29, 2016 (both days inclusive) for the purpose of determining the names
of members eligible for final dividend on Equity Shares if declared, at the meeting.
7.
The dividend for the year ended March 31, 2016 as recommended by the Board, if sanctioned at the
Annual General Meeting, will be paid to those members whose names appear on the Companys
Register of Members on July 29, 2016. In respect of shares held in demat form, the dividend will be
paid to the beneficial owners of shares as per details furnished by the Depositories for the purpose.
The dividend will be paid on and from August 03, 2016.
8.
Pursuant to Section 205A and Section 205C to the Companies Act, 1956, (which are still applicable
as the relevant Sections under the Companies Act, 2013 are yet to be notified), the Company has
transferred on due dates the unpaid or unclaimed dividends for the financial Year 2007-2008 and
2008-2009 (Interim dividend) to Investor Education and Protection Fund (the IEPF) established by the
Central Government.
Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding
unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the
details of unpaid and unclaimed dividend amounts lying with the Company as on July 30, 2015 (date
of the last Annual General Meeting) on the website of the Company (www.indoco.com) as also on the
website of the Ministry of Corporate Affairs (www.mca.gov.in)
Dividends for the financial years 2008-2009 (Final) and thereafter which remain unpaid or unclaimed
for a period of 7 years from the date they became due for payment will be transferred by the Company
to IEPF. Members who have not yet encashed their dividend warrants for financial year 2008-2009
(Final) onwards and seek revalidation of their warrants are requested to write to Company or the
Registrars without any delay.
9.
Government of India in Ministry of Corporate Affairs has announced Green initiative in the Corporate
Governance by permitting the Companies to send the Balance Sheet, Profit & Loss Account, Directors
Report, Auditors Report etc. to their members through email instead of mailing physical copies.
Members are requested to support the Green Initiative by the Government and get their email
addresses registered with their Depository Participants in case of shares held in demat form and with
the Company/Link Intime India Pvt. Ltd. (Registrars) in case of shares held in physical form.
10. Annual Report copies will not be distributed at the Annual General Meeting. Members are therefore
requested to bring their copies of the Annual Report.
11. Members holding shares in demat (electronic) account are requested to notify changes, if any, in their
address, e-mail address, bank mandate etc. to their respective Depository Participants (DPs). Members
holding shares in physical form are requested to intimate the changes to the Company/the Companys
Registrars.
12. (a) In order to provide protection against fraudulent encashment of dividend warrants, members who
hold shares in physical form are requested to intimate the Company/the Companys Registrars
the following information to be incorporated on the dividend warrants duly signed by the sole
or first joint holder:
(i)
(ii)
(b)
Members holding shares in demat form may please note that their Bank account details, as
furnished by their Depositories to the Company, shall be printed on their Dividend Warrants
as per the applicable regulation of the Depositories and the Company shall not entertain any
direct request from the members for deletion of or change in Bank account details. Further,
instructions, if any, already given by them in respect of shares held in physical form shall not be
automatically applicable to shares held in demat form. Members who wish to change their bank
details or particulars are requested to contact their Depository Participants.
(c)
o avoid loss of dividend warrants in transit and undue delay in receipt of dividend warrants, the
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Company has provided facility to the members for remittance through NEFT/RTGS. Members
holding shares in physical form and desirous of availing the facility are requested to contact the
Company/the Companys Registrars.
13. Facility of nomination is now available and members are requested to make use of the same by
contacting the Company/the Companys Registrars in case of physical holding and DPs in case of
demat holdings.
14. For any assistance or information about shares, dividend etc., members may contact the Company/the
Companys Registrars.
15. Members are requested to quote their Folio Number / Demat Account Number and contact details such
as email address, contact number and complete address in all correspondence with the Company/
Companys Registrars.
16. Members who hold shares in multiple folios and in identical names are requested to contact the
Company/the Registrars for consolidating their holdings into a single folio.
17. Member desirous of getting any information, on the accounts and operations of the Company, may
please forward their queries to the Company at least seven days prior to the Meeting so as to enable
the Company to provide appropriate response thereto at the Meeting.
18. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding shares in electronic form
A S U R E S H G. K A R E
Enterprise
are, therefore, requested to submit the PAN to their Depository Participant with whom they are having
demat accounts. Members holding shares in physical form are requested to submit PAN details to the
Company / Registrar.
19. All the documents referred to in the accompanying Notice and the explanatory statement shall be
open for inspection at the registered office of the Company during business hours except on holidays,
up to and including the date of the Annual General Meeting.
20. Details of Director seeking appointment in the Annual General Meeting scheduled on Friday,
July 29, 2016 Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:
Name of Director
Date of Birth
Date of Appointment
Qualification
2
Member
- Stakeholder Relationship
Committee
Chairperson - CSR Committee
Nil
Nil
c. Other Committees
Nil
5559013
21. E-Voting:
In compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Company
(Management and Administration) Rule, 2014 the Company has provided remote e-voting (e-voting
from a place other than venue of the AGM) facility through Central Depository Services (India)
Limited (CDSL) as an alternative, for all members of the Company to enable them to cast their votes
electronically, on all the resolutions mentioned in the notice of the 69th Annual General Meeting of
the Company.
The facility for voting through ballot/ polling paper shall also be made available at the venue of the
69th AGM. The members attending the meeting, who have not already cast their vote through remote
e-voting shall be able to exercise their voting rights at the meeting. The members who have already
cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their
vote again at the AGM.
The Company has appointed CS Ajit Sathe, proprietor of M/s A.Y. Sathe & Co., Practicing Company
Secretary, as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in
a fair and transparent manner. E-voting is optional. In terms of requirements of the Companies Act,
2013 and the relevant Rules, the Company has fixed July 22, 2016 as the Cut-off Date. The remote
e-voting rights of the shareholders/ beneficial owners shall be reckoned on the equity shares held by
them as on the Cut-off Date i.e. July 22, 2016 only.
(i)
he remote e-voting period begins on July 25, 2016 at 10.00 a.m. (IST) and ends on
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July 28, 2016 at 05.00 p.m.(IST). During this period shareholders of the Company,
holding shares either in physical form or in dematerialized form, as on the cut-off date i.e.
July 22, 2016 may cast their votes electronically.
he remote e-voting module shall be disabled by CDSL for voting after 5.00p.m (IST) on
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July 28, 2016.
(ii)
(iii)
Click on Shareholders.
(iv)
a.
b.
c.
embers holding shares in Physical Form should enter Folio Number registered with the
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Company.
(v)
(vi)
If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any Company, then your existing password is to be used.
(vii)
If you are a first time user, follow the steps given below:
For Members holding shares in Demat Form/ Physical Form
PAN
DOB
Dividend Bank
Details #
There are 2 fields provided viz. DOB and Dividend Bank Details. Any one detail may be
entered
# Please enter the DOB or Dividend Bank Details in order to login. If the details are not
recorded with the depository or company, please enter the member id / folio number in
the Dividend Bank Details field as mentioned in instruction (iv). Dividend Bank Details
means Bank account number which is recorded in the demat account.
A S U R E S H G. K A R E
Enterprise
(ix)
Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach Password Creation menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote, provided that company opts for
e-voting through CDSL platform. It is strongly recommended not to share your password with
any other person and take utmost care to keep your password confidential.
(x)
For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xi)
Click on the EVSN for the relevant <Company Name> on which you choose to vote. In this
case, it would be Indoco Remedies Limited.
(xii)
On the voting page, you will see RESOLUTION DESCRIPTION and against the same the
option YES/NO for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation
box will be displayed. If you wish to confirm your vote, click on OK, else to change your
vote, click on CANCEL and accordingly modify your vote.
(xv)
(xvi) You can also take out print of the voting done by you by clicking on Click here to print
option on the Voting page.
(xvii) If you as a Demat account holder have forgotten the existing password, then enter the User ID
and the image verification code and click on Forgot Password & enter the details as prompted
by the system.
Once you CONFIRM your vote on the resolution, you will not be allowed to modify your
vote.
on-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian
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are required to log on to www.evotingindia.com and register themselves as Corporate.
scanned copy of the Registration Form bearing the stamp and sign of the entity should
A
be emailed to: [email protected].
After receiving the login details a Compliance User should be created using the admin
login and password. The Compliance User would be able to link the account(s) for which
they wish to vote on.
scanned copy of the Board Resolution and Power of Attorney (POA) which they have
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issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
(xix)
In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (FAQs) and e-voting manual available at www.evotingindia.com, under help
section or write an email to [email protected].
(xx)
Name, email id and phone number of the person responsible to address the grievances
connected with facility for voting by electronic means:
(xxi)
SUNIL D. JOSHI
uuu
A S U R E S H G. K A R E
Enterprise
ANNEXURE TO NOTICE
SUNIL D. JOSHI
10
Directors Report
Dear Members,
Your Directors are pleased to present the Sixty-Ninth Annual Report on the business operations together
with the Audited Accounts for the Financial Year ended March 31, 2016 and on the state of affairs of the
Company
Financial Performance
The highlights of the performance of the Company for the year ended March 31, 2016 is summarized
below:
(` crores)
Particulars
Financial Year
ended
March 31, 2016
Financial Year
ended
March 31, 2015
1010.43
10.03
864.85
11.21
Net Sales
Add: Other Income
1000.40
1.23
853.64
1.74
Total Income
1001.63
855.38
173.54
12.27
60.34
166.93
10.34
47.11
100.93
109.48
22.33
(2.90)
0.05
(1.87)
30.61
(3.51)
2.56
(2.99)
83.32
207.28
82.81
161.92
290.59
244.73
Appropriation:
- Interim Dividend
- Proposed Dividend
- Dividend Tax
- Adjustment relating to Fixed Assets
- Transfer to General Reserve
- Balance carried forward
12.90
1.84
3.00
15.00
257.85
14.74
3.00
4.71
15.00
207.28
290.59
244.73
11
A S U R E S H G. K A R E
Enterprise
fixed dose combinations adversely affected the Pharma Industry. The ban will affect some of the companys
products but will not have a substantial impact on the overall Turnover. Your company has filed a writ
petition in the Delhi High court seeking a stay over the ban.
During the year 2015-16, the total income of the Company amounted to ` 1,001.63 crore as compared to
` 855.38 crores in the previous year. This represents a 17.1% growth. The Profit before tax (PBT) at
` 100.93 crores as compared to ` 109.48 crores in the previous year represents a decline of 7.8%. After
providing for Tax and MAT, the Net Profit (PAT) amounted to ` 83.32 crores as against ` 82.81 crores in
the previous year. The decrease in PBT and marginal increase in PAT is mainly due to increase in input and
other costs.
In December, 2015, the Company incorporated Indoco Remedies Singapore Pte Limited, a 100% subsidiary.
The subsidiary will be used for the expansion of the companys ambitious plans to extend its activities in
the European and US markets.
A detailed discussion on the business performance and future outlook is included in Management Discussion
& Analysis which forms part of the Directors Report.
Dividend & Reserves
The Board has recommended a Final Dividend of 10% (` 0.20 per share) i.e. ` 1.84 crores for the year
2015-16. An interim dividend of 70% (` 1.40 per share) i.e. ` 12.90 crores has already been paid for the
year 2015-16. Thus, the total dividend for the year 2015-16 is 80% (` 1.60 per share) i.e. ` 14.74 crores
as against 80% (` 1.60 per share) i.e. ` 14.74 crores paid in the previous year. Provision of ` 0.37 crores
has been made for corporate dividend tax on the final dividend proposed. Corporate dividend tax of ` 2.63
crores has already been paid on the interim dividend paid for the year 2015-16. The total Tax on distributed
profits payable by the Company would amount to ` 3.00 crores as against ` 3.00 crores paid in the previous
year.
The Directors have recommended transfer of an amount of ` 15.00 crores to General Reserves (Previous
year ` 15.00 crores).
Energy Conservation/Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as Annexure A.
Share Capital
The paid up Equity Share Capital as on March 31, 2016 was ` 18.43 crore. During the year under review,
the Company has not issued shares with differential voting rights nor granted stock options nor sweat
equity.
As on March 31, 2016 other than
Mr. Suresh G. Kare - Chairman
Ms. Aditi Panandikar Managing Director
Mr. Sundeep V. Bambolkar Jt. Managing Director
none of the other Directors of the Company held shares of the Company
12
Finance
Cash and cash equivalent as at March 31, 2016 was ` 13.89 crore. The Company continues to focus on
judicious management of its working capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
Deposits
The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposit) Rules, 2014.
Particulars of Loans, Guarantees and Investments
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.
Credit Rating
ICRA has reaffirmed Companys long term borrowings rating as AA- and the short term borrowing rating
as A1+.
These ratings are considered to have high degree of safety regarding timely servicing of financial obligations
and carry very low credit risk.
Corporate Social Responsibility (CSR)
As required u/s 135 of the Companies Act, 2013, during the year, the Company undertook a number of CSR
initiatives which is mainly focused on promoting education, health and public hygiene. In this connection
the Company during the year under consideration spent an amount of ` 0.89 crore as against an amount
of ` 1.53 crores required to be spent. A detailed list of the CSR expenditure made is annexed herewith as
Annexure B. The shortfall of ` 0.64 crores is mainly due to the fact that some of the projects sanctioned
are taking time for completion and hence entire amount on those Projects has not been spent. The balance
amount on those projects will be spent in the FY 2016-2017
In addition to fulfilling its CSR obligations, the Company during the year made substantial donations of free
medicines to charitable bodies for distribution among the needy.
Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size of its operations. The Internal
Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of
the Company and its subsidiaries. Based on the report, significant audit observations and corrective actions
thereon are presented to the Audit Committee of the Board.
The Companys Internal Auditor also monitors and evaluates the internal control system and submits
Quarterly Reports which are also placed before the Audit Committee of the Board.
The Risk Management Policy of the Company is available on the Company Website at:
http://www.indoco.com/policies/the_risk_management_policy.pdf
Whistle Blower Policy
The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The
details of the Policy is explained in the Corporate Governance Report and also posted on the website of the
Company at: http://www.indoco.com/policies/whistle_blowers_policy.pdf.
13
A S U R E S H G. K A R E
Enterprise
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year
2015-16:
- No of complaints received:
- No of complaints disposed off:
Nil
Nil
Subsidiaries:
The Company has three subsidiary companies:
1. Xtend Industrial Designers and Engineers Private Limited
2. Indoco Pharmchem Limited
3. Indoco Remedies Singapore Pte. Ltd.
The salient financial statements of the subsidiaries are given herein below:
CIN
Name of the
Subsidiary
U93000MH1995PTC086174
U33112MH2012PLC232609
201542731W
Indoco Remedies
Singapore Pte. Ltd.
Reporting
Currency
INR (`)
in lakhs
INR (`)
in lakhs
USD ($)
in lakhs
Share Capital
202.70
5.00
0.11
Reserve and
Surplus
32.06
(1.41)
(0.08)
Total Assets
525.26
3.82
0.06
Total Liabilities
525.26
3.82
0.06
Nil
Nil
Nil
Turnover
336.66
Nil
Nil
Profit / (Loss)
before Taxation
(29.75)
(0.41)
(0.08)
1.55
(28.20)
(0.41)
(0.08)
100%
100%
100%
Reporting period
for the subsidiary
Investments
Provision for
Taxation
Profit/(Loss) after
Taxation
Proposed
Dividend
% of shareholding
14
There was no activity in the associate LLP - Indoco Analytical Solutions LLP. The extract of the Financial
Statement is given herein below:
Name of the Associate
NA
` 490000
98%
4.02
0
(0.16)
The audited financial statements, the Auditors Report thereon and the Boards Report for the year ended
March 31, 2016 for each of the Companys subsidiaries and Financial Statement of the Companys associate
LLP are available on the Company website.
Indoco Remedies Singapore Pte. Ltd., became a subsidiary Company of Indoco Remedies Ltd., during the
year under consideration.
No other Company has become or ceased to be a Joint Venture or Associate company of Indoco Remedies
Limited during the year under consideration.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting
Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India forms
part of this Annual Report.
Directors
In terms of provisions of the Section 152(6) of the Companies Act, 2013, Ms. Aditi Panandikar retires by
rotation at the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment.
The profile of director seeking reappointment pursuant to Regulation 36 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is included in the Annual Report.
No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration.
Mr. Sharad P Upasani was appointed to the Audit committee in the meeting held on May 27, 2015.
15
A S U R E S H G. K A R E
Enterprise
All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the year, 5 (Five) Board Meetings were held and the gap between two Board Meetings did not
exceed 120 days. Details of the Board Meeting are given in the Report on Corporate Governance.
Board evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit Committee, CSR Committee, Nomination & Remuneration Committee and Stakeholder Relationship
Committee. The manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, KMP and their remuneration. The Remuneration Policy is stated in
the Corporate Governance Report.
1.
The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company.
2.
The percentage increase in the remuneration of Company Secretary in the financial year was 16.4%.
3.
The percentage increase in the median remuneration of employees in the financial year was 8.9%.
4.
5.
Number of Permanent employees on the rolls of the company as on March 31, 2016 was 5720 Nos.
6.
The Ratio of the remuneration paid to each Director to the median remuneration of the employees of
the Company during the year under consideration:
Name of Director
Remuneration Paid
Median Remuneration
Ratio
25019600
184302
1:136
15673200
184302
1:85
14416646
184302
1:78
180000
184302
1:0.98
Mr. D. M. Gavaskar
(Independent Director)
180000
184302
1:0.98
165000
184302
1:0.90
160000
184302
1:0.87
80000
184302
1:0.43
16
7.
There has been an increase in the remuneration paid to the Executive Directors. There has been no
increase in the sitting fees paid to the Independent Directors and Non Executive Director. During the
year there has been an increase in Sales by 17.10% and an increase of 0.62% in PAT.
8.
Comparison of remuneration of the Key Managerial Personnel against the performance of the
Company:
i)
ii)
iii)
9.
2016 :
2015 :
% Increase in market quotation in the shares of the company in comparison to the rate at which the
company came out with the last public issue: 785.22%
` 2677 crore
` 3352 crore
that in the preparation of annual accounts, the applicable accounting standards have been followed
and no material departures have been made from the same;
ii.
that they 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 profits of the Company for that year;
iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
iv. that the annual accounts have been prepared on a going concern basis;
v.
that the company has laid down internal financial controls and such internal financial controls are
adequate and operating effectively;
vi.
that proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively;
17
A S U R E S H G. K A R E
Enterprise
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior
approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount
for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to
the prior approval so granted are audited and a statement giving details of all related party transactions is
placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
The particulars as required under the Companies Act, 2013 is furnished in Annexure C to this report.
Significant and Material Orders passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.
Statutory Auditors
The Members at the Sixty Seventh Annual General Meeting approved the appointment of M/s. Patkar &
Pendse, Chartered Accountants, (Firm Registration No. 107824W), as Statutory Auditors of the Company
under Section 139 of the Companies Act, 2013 to hold office for a period of 3 years till the conclusion of
the Seventieth Annual General Meeting to be held in 2017.
M/S Patkar and Pendse have confirmed that they continue to be eligible under Section 141 of the Companies
Act, 2013 and the Rules framed thereunder for continuing as Auditors of the Company. As required by
the Companies Act, 2013, the Members are requested to ratify their appointment as Auditors for the
FY 2016-2017.
Cost Auditors
In terms of the Order issued by the Central Government under Section 148 of the Companies Act, 2013 the
Company was required to appoint Cost Auditors to get the audit of the cost records of the Company done
by a member of the Institute of Cost & Works Accountants of India (ICAI).
For FY 2015-2016, the Company had appointed M/s Sevekari Khare & Associates
(Firm Registration No. 000084) to get the audit of the cost records done. They would be required to submit
the reports by September 29, 2016.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to
be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking
Members ratification for the remuneration payable to M/s Sevekari Khare & Associates, Cost Auditors is
included at Item No. 5 of the Notice convening the Annual General Meeting.
Secretarial Audit
The Secretarial Audit was carried out by M/s A. Y. Sathe & Co., Company Secretaries in Practice (Registration
No.:FCS2899/COP738) for the financial year 2015-2016. The Report given by the Secretarial Auditors is
annexed as Annexure D and forms integral part of this Report. There has been no qualification, reservation
or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had
not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed
under Section 134 (3)(ca) of the Act
In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the
Board of Directors has appointed CS Ajit Sathe - Proprietor of M/s A. Y. Sathe & Co. Company Secretaries
in Practice (Registration No.:FCS2899/COP738) to undertake the Secretarial Audit of the Company for
FY 2016-2017.
18
Corporate Governance
We comply with the Securities and Exchange Board of India (SEBI)s guidelines on corporate governance.
We have documented our internal policies on corporate governance. Several aspects of the Act, such as
the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated into our policies. Our
Corporate Governance report for the year 2015-2016 forms part of this Annual Report. The Report is duly
certified by the Statutory Auditors of the Company whose certificate is also annexed.
Extract of the Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as
Annexure E.
Particulars of Employees
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided
in the Corporate Governance Report.
Employees Relations
The employees relation at all levels and at all units continued to be cordial during the year.
Acknowledgement
Your Company has been able to operate efficiently through continuous improvement in all functions
and areas by efficiently utilizing the Companys resources. The Directors wish to place on record their
appreciation of the services rendered by each and every employee, without whose whole-hearted efforts,
the overall satisfactory performance would not have been possible. The Directors also wish to place on
record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors,
the customers, the medical profession and all other business associates for their continued support. Your
Directors look forward to the long term future with confidence.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and Analysis describing
the Companys objectives, projections, estimates and expectations may constitute forward looking
statements within the meaning of applicable laws and regulations. Actual results might differ materially
from those either expressed or implied in the statement depending on the circumstances.
For and on behalf of the Board of Directors
SURESH G. KARE
Chairman
DIN:00179220
19
A S U R E S H G. K A R E
Enterprise
Annexure-A
(a)
(b) Steps taken by the Company for utilizing alternative sources of energy.
Feasibility study undertaken for
1. O
ld Reciprocating air compressors to be replaced by efficient screw air compressors in
Goa I & Goa II plants.
2. Replacement of reciprocating chillers to screw chiller for saving electrical and maintenance
cost.
3. Replacement of old motors with 5 star rating motors to save electricity.
4. Installation of High speed Blister pack machine to increase production with saving of
Electricity.
(c)
(d)
FORM A
1.
Current year
1)
Electricity
a) Purchased Units (in lakhs)
Total Amount (` lakhs)
Rate/Unit (`)
b)
Own generation
i) Through diesel generator
Units (KWH000)
Units per litre of diesel oil (KWH)
Rate/Unit (`)
ii)
Previous Year
294.29
1816.07
6.17
257.49
1472.99
5.72
998.90
2.66
19.00
1231.13
2.83
21.52
Nil
Nil
20
Particulars
2.
Current year
2)
Coal
Qty
Total cost
Average rate (`)
3)
4)
Previous Year
Nil
Nil
Furnace Oil
Qty (Kilo litres)
Total Amount (`lakhs)
Average rate (`)
509.64
133.23
26.14
483.83
207.46
42.88
Others/internal generation
(briquettes, cashew seeds etc.)
Quantity
Total Cost (` lakhs)
Rate/Unit
Nil
156.55
Nil
Nil
173.59
Nil
On account of the manufacture of products with varied pack size/units of measures, it is
not practicable to express the consumption of power per unit of production.
B)
TECHNOLOGY ABSORPTION
21
1.
Specific areas in which Research and Development are carried out by the Company are:
&D Team works on the development of Finished Dosages and APIs for domestic and international
R
business. The Chemical Research Department (CRD) works on chemical synthesis, process
chemistry, designing of non-infringing processes and scale up of APIs. The Finished Dosages
research (F&D) team develops formulations in various dosage forms, Novel New Drug Delivery
Systems (NDDS) and new platform technologies. Extensive in vitro dissolution / diffusion studies
are carried out to establish in vivo / in vitro co-relation for Ophthalmic Suspensions, NDDS,
complex generics like Multi Unit Pellet stems (MUPS), Enteric Coated Pellets & Topical Drug
Delivery Systems. Complex Ophthalmic Formulations like Nano-Suspensions, Ophthalmic
Gels, Ophthalmic Ointments and Emulsions are also being developed.
The Company has now made a foray into development of Super generics and Novel Formulations
for submission to USFDA through 505b(2) regulatory pathway. Safer alternatives in ophthalmics
are being developed by eliminating preservatives from the formulation, for Europe and using
patented multi dose container closure system.
evelopment of products for Regulated Markets is done using Quality by Design (QbD) principles
D
and statistical tools like Design of Experiment (DoE). Extensive optimization of formulation
process in the lab scale is carried out with a view to create design space for the products which
ensures robust formulation development and smooth technology transfer to manufacturing sites.
Indocos core strength lies in its ability to excel in developing technologically complex products
through a highly skilled team of 300 plus scientists.
A S U R E S H G. K A R E
Enterprise
2.
&D efforts gives an edge over the competitors in the market place in terms of early entry
R
and better pricing.
Patent Application
Formulation
23
API
12
47
3.
4.
Expenditure on R & D:
Sr. No.
Particulars
Current Year
` Crores
Previous Year
` Crores
1.
Capital
12.45
16.36
2.
Recurring
43.18
21.67
3.
Total
55.63
38.03
4.
5.72
4.48
1.
b) Apixaban: A Non infringing, commercially feasible and economically viable route for
Apixaban synthesis was developed at the R&D and scaled up at the plant level.
2.
In case of imported technology (imported during the last 5 years reckoned from the beginning of
the financial year), following information may be furnished:
22
a)
b)
c)
d)
(a) A
ctivities relating to exports; initiatives taken to increase exports; development of new export
markets for products and services; and export plans:
The Company participates in International Conferences and exhibitions in US, Europe, Japan
and other countries. Such participation helps us in expanding our network of customers. During
the year the Company continued with its efforts of filing own Dossiers in Europe through DCP
(Decentralization Procedure) route and filing own ANDAs with USFDA. The product basket
has been expanded and scope of services offered is also extended to analytical and synthesis
of impurities, reference standards and building blocks of NCEs for MNCs. The Company plans
to move up in the value chain by offering new products/services and expanding into newer
territories is well on track.
Sr. No.
Particulars
Current Year
(` crores)
Previous Year
(` crores)
1.
414.69
316.82
2.
101.70
81.88
SURESH G. KARE
Chairman
DIN:00179220
uuu
23
A S U R E S H G. K A R E
Enterprise
Annexure-B
Annual Report on Corporate Social Responsibility (CSR) Activities
A brief outline of the Companys CSR policy, including overview of projects or programmes proposed to be
undertaken and a reference to the web-link to the CSR policy and projects or programmes.
CSR Policy is stated herein below:
The detailed policy is available on the Company Website at: http://www.indoco.com/csr-policy.asp
Composition of the CSR Committee:
Ms. Aditi Panandikar (Managing Director)
Mr. Sundeep V. Bambolkar (Jt. Managing Director)
Dr. Anil M. Naik (Independent Director)
Average net profit of the Company for last three financial years: ` 76.65 crores
Prescribed CSR Expenditure (two percent of the Average Net Profit as detailed above): ` 1.53 crores
Details of CSR spend for the financial year:
A
The shortfall is mainly due to the fact that some of the projects sanctioned are taking time for completion
and hence entire amount on those Projects has not been spent. The balance amount on those projects will
be spent in the FY 2016-2017
Manner in which the amount spent during the financial year is detailed below:
Sl.
No
Project / Activities
Sector
Location
Amount
Budgeted
Amount
Spent
Cumulative
Spent upto
Reporting
period
Amount
Spent: Direct
or through
Implementing
Agency
(` Lakhs)
(` Lakhs)
(` Lakhs)
(` Lakhs)
Promoting
Education
Mumbai
3.00
3.08
3.08 Direct
Chetana Apangmati
Vikas Sanstha
Machines for
vocational
training
Kolhapur
4.28
2.00
2.00 Direct
Government Primary
School Katha, HP
Promoting
Education
Baddi, H.P
5.00
0.02
0.02 Direct
Promoting
Education
Mumbai
0.10
0.10
0.10 Direct
Harmal Panchakroshi
Shikshan, Mandal
Promoting
Education
Goa
47.00
29.57
29.57 Direct
24
Sl.
No
Project / Activities
Sector
Location
Amount
Budgeted
Amount
Spent
Cumulative
Spent upto
Reporting
period
Amount
Spent: Direct
or through
Implementing
Agency
(` Lakhs)
(` Lakhs)
(` Lakhs)
(` Lakhs)
Adhar-Association of
Parents of Mentally
retarded children
Project for
beds with
mattresses
Nashik
16.00
14.42
14.42 Direct
Greenland Nursery
Plantation of
trees
Goa
12.82
12.36
12.36 Direct
Plantation of
trees
Goa
6.77
6.76
6.76 Direct
Mumbai
3.00
3.00
3.00 Direct
10
Bharati Vidyapeth
Dental College
Promoting
education
Sangli
4.00
1.00
1.00 Direct
11
Promoting
education
Goa
73.68
3.38
3.38 Direct
12
Kshamata (Konkani
Language and Cultural
Foundation)
Promoting
education
Mangaluru
6.75
6.75
6.75 Direct
13
Seva Sahayog
Foundation
Promoting
education
Mumbai
6.00
6.00
6.00 Direct
14
Folding canes
for blind
Mumbai
0.14
0.14
0.14 Direct
15
Blind organization of
India
Sponsorship
Mumbai
0.05
0.05
0.05 Direct
Total :
188.59
88.63
88.63
Amount Required to be
spent on CSR
25
Amount Budgeted
Amount Spent
` in Lakhs
2014-2015
114.50
164.62
133.93
2015-2016
153.00
188.59
88.63
A S U R E S H G. K A R E
Enterprise
Annexure-C
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms
length transactions under third proviso thereto:
1.
The Company has not entered into any transaction which is not on arms length basis.
2.
Date of Approval
Amount
paid as
Advance
Aditi Panandikar
House Rent
Yearly
1,80,000
23-03-2015
NIL
Aditi Panandikar
Yearly
7,20,000
23-03-2015
NIL
Yearly
94,500
23-03-2015
NIL
Aruna S. Kare
Yearly
1,80,000
23-03-2015
NIL
Madhura Ramani
Yearly
1,20,000
23-03-2015
NIL
Enbee Graphics
Yearly
2,84,600
23-03-2015
NIL
A K Services
Commission &
Brokerage
Yearly
72,80,476
23-03-2015
NIL
A K Services
Godown Rent
Yearly
39,30,800
23-03-2015
NIL
A K Services
C & F operation
Expenses
Yearly
39,21,744
23-03-2015
NIL
A K Services
Interest on Security
Deposit
Yearly
85,000
23-03-2015
NIL
Yearly
1,66,91,405
23-03-2015
NIL
Yearly
22,00,000
23-03-2015
NIL
Yearly
3,96,000
23-03-2015
NIL
Yearly
46,48,501
23-03-2015
NIL
60,000
23-03-2015
NIL
Courier Service
Charges
11,24,036
23-03-2015
NIL
Yearly
26
Date of Approval
Amount
paid as
Advance
Yearly
2,60,000
23-03-2015
NIL
Indoco Remedies
Singapore Pte Ltd.
Subscription to
Equity Shares
One
time
6,77,297
30-10-2015
NIL
Indoco Remedies
Singapore Pte Ltd.
Share Application
Money
One
time
70,303
30-10-2015
NIL
One
time
2,00,20,000
29-01-2016
NIL
SURESH G. KARE
Chairman
DIN:00179220
uuu
27
A S U R E S H G. K A R E
Enterprise
Annexure-D
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Indoco Remedies Limited
Indoco House, 166, CST Road,
Vidyanagari Marg, Kalina, Santacruz East,
Mumbai- 400098, Maharashtra, India
I, Ajit Y. Sathe, Proprietor of A. Y. Sathe & Co., Practicing Company Secretary, have conducted the Secretarial
Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by Indoco Remedies Limited (CIN - L85190MH1947PLC005913) (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion,
the Company has, during the audit period covering the financial year ended on 31st March, 2016 (Audit
Period) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by
the Company for the financial year ended on 31st March, 2016 according to the provisions of:
(i) T
he Companies Act, 2013 (the Act) and the Companies Act, 1956 (to the extent applicable) and the
rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made thereunder to
the extent of Foreign Direct Investment;
(v) T
he following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (SEBI Act):
(a) T
he Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) T
he Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
(Applicable w.e.f 15th May, 2015) and The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992 (Applicable until 14th May, 2015);
28
(c) T
he Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (Not Applicable to the Company during the Audit Period)
(d) S ecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. (Applicable w.e.f 1st December, 2015).
(e) T
he Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999) which is now The Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 & The Securities and Exchange Board
of India Securities and Exchange Board of India (Share Based Employee Benefits) (Amendment)
Regulations, 2015 (Not Applicable to the Company during the Audit Period);
(f) T
he Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 (Not Applicable to the Company during the Audit Period);
(g) T
he Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
(h) T
he Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not
Applicable to the Company during the Audit Period); and
(i) T
he Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not
Applicable to the Company during the Audit Period);
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and
(ii) T
he Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange
of India Limited. (Applicable up to November 30, 2015).
During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
I further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions
of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further
29
A S U R E S H G. K A R E
Enterprise
information and clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Majority decision is carried through while the dissenting members views are captured and recorded as part
of the minutes.
I further report that there are adequate systems and processes in the Company commensurate with the size
and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
I further report that during the audit period the Company has not issued any securities.
I further report that during the audit period the Company has passed Special Resolutions through postal
ballot under Section 180(1) (c) of the Companies Act, 2013 for authorizing the Board to borrow money
up to ` 750 Crores and under Section 180(1) (a) of the Companies Act, 2013 for authorizing the Board to
create charges, mortgages and hypothecations of movable and/ or immovable properties of the company
up to ` 750 Crores.
I further report that during the audit period there were no instances of:
(i) Redemption / buy-back of securities
(ii) Merger / amalgamation / reconstruction, etc.
(iii) Foreign technical collaborations
For A. Y. Sathe & Co.
Company Secretaries
CS Ajit Sathe
(Proprietor)
uuu
30
Annexure - I
To,
The Members,
Indoco Remedies Limited
Indoco House, 166, CST Road,
Vidyanagari Marg, Kalina, Santacruz East,
Mumbai- 400098, Maharashtra, India
CS Ajit Sathe
(Proprietor)
uuu
31
A S U R E S H G. K A R E
Enterprise
Annexure-E
II.
CIN
L85190MH1947PLC005913
ii
Registration Date
iii
iv
vi
Yes
vii
1.
III.
2100
100%
CIN/GLN
1.
Xtend Industrial
Designers and
Engineers Pvt. Ltd
U93000MH1995PTC086174
Subsidiary
100%
2(87)(ii)
2.
Indoco Pharmchem
Ltd
U33112MH2012PLC232609
Subsidiary
100%
2(87)(ii)
Indoco Remedies
Singapore Pte. Ltd
201542731W
Subsidiary
100%
2(87)(ii)
Holding/ Subsidiary
% of
/ Associate
shares held
Applicable
Section
32
IV.
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i)
Category-wise Share Holding
Category of Shareholders
33
Demat
Physical
Total
% of
Total
Shares
Demat
Physical
Total
A. Promoters
(1) Indian
a) Individual / HUF
b) Central Govt
c) State Govt (s)
d) Bodies Corp
e) Banks/FI
f) Any Other (PAC)
Sub-Total (A)(1)
(2) Foreign
a) NRIs- Individuals
b) Other Individuals
c) Bodies Corp
d) Banks/FI
e) Any Other
Sub-total
Sub-Total (A)(2)
Total Shareholding
of Promoter
(A)= (A)(1) + (A)(2)
19851714
0
0
15771755
0
18975215
54598684
0
0
0
0
0
0
0
54598684
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
19851714
0
0
15771755
0
18975215
54598684
0
0
0
0
0
0
0
54598684
21.54
0
0
17.12
0
20.59
59.25
0
0
0
0
0
0
0
59.25
19851714
0
0
15771755
0
18971689
54595158
0
0
0
0
0
0
0
54595158
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
19851714
0
0
15771755
0
18971689
54595158
0
0
0
0
0
0
0
54595158
21.54
0
0
0
0
0
17.12
0
0
0
20.59 -0.003
59.25 -0.003
0
0
0
0
0
0
0
0
0
0
0
0
0
0
59.25 -0.003
Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks/FI
c) Central Govt
d) State Govt (s)
e) Venture Capital
Funds
f) Insurance Co
g) FIIs
h) Foreign Venture
Capital Fund
i) Others (Specify)
Sub-total (B) (1)
2. Non Institutional
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual
shareholders
holding
nominal share
capital upto `
2L
ii) Individuals
shareholders
holding
nominal share
capital in
excess of ` 2L
10061774
16308
0
0
0
0
0
0
0
0
10061774
16308
0
0
0
10.92
0.02
0
0
0
8053403
12391
0
0
0
0
0
0
0
0
8053403
12391
0
0
0
8.74
0.01
0
0
0
-2.18
-0.01
0
0
0
0
7608903
0
0
0
0
0
7608903
0
0
8.25
0
0
11081234
0
0
0
0
0
0
11081234 12.03
0
0
0
3.78
0
0
17686985
2713769
0
6859229
0
0
0
0
771295
0
17686985
2713769
0
7630524
0
19.19
2.94
0
8.28
0
19147028
2487699
0
6940928
0
0
0
0
904995
0
0
19147028 20.78
2487699 2.70
0
0
7845923 8.50
0
1.59
-0.24
0
0.23
8365478
763275
9128753
9.91
6923153
604725
7527878
-1.74
A S U R E S H G. K A R E
Enterprise
% of
Total
Shares
%
change
during
the
year
8.17
c) Others
162418
162418
0.18
164474
164474
0.18
0.00
HUF
189289
189289
0.21
0.21
Foreign Nationals
100
100
0.00
0.00
NRI (Repat)
175435
175435
0.19
126455
126455
0.14
-0.05
49287
49287
0.05
61664
61664
0.07
0.01
Trust
4500
4687
4687
Clearing Member
0.00
0.00
18330116
4500
1534570 19864686
21.56
-1.58
1534570 37551671
40.75
C. Shares held by
Custodian for GDRs &
ADRs
90615785
ii)
Shareholders name
1
2
3
4
5
6
7
8
9
10
11
Suresh G. Kare
Suresh G. Kare (HUF)
Aruna S. Kare
Aditi Panandikar
Madhura A. Ramani
Shanteri Investment Pvt. Ltd
SPA Holdings Pvt. Ltd
Laxmi V. Bambolkar
Suman P. Naik
Ramnath G. Kare
Sharda R. Kare
12
13
14
15
16
Rajendra M. Pai
Ajit M. Vaidya
Milind S. Panandikar
Anup P. Ramani
Vasant C. Bambolkar
Total:
iii)
Sl.
No
0.00
% change
in Share
holding
during the
year
4060408
273500
4774714
5559013
5184079
15771755
18335000
144000
240000
61500
57800
4.41
0.30
5.18
6.03
5.63
17.12
19.90
0.16
0.25
0.07
0.06
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
4060408
273500
4774714
5559013
5184079
15771755
18335000
144000
236500
61500
57800
4.41
0.30
5.18
6.03
5.63
17.12
19.90
0.16
0.25
0.07
0.06
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
-0.004
Nil
Nil
10653
26550
7500
39337
52875
0.01
0.03
0.01
0.04
0.05
Nil
Nil
Nil
Nil
Nil
10627
26550
7500
39337
52875
0.01
0.03
0.01
0.04
0.05
Nil
Nil
Nil
Nil
Nil
0.00
Nil
Nil
Nil
Nil
54598684
59.25
Nil
54595158
59.25
Nil
-0.003
Sl.
Shareholders name
No
1 Suresh G. Kare
Date
Increase / (Decrease)
in shareholding
Reason
Cumulative Shareholding
during the year
No of
% of total
shares
shares of the
Company
No change
4060408
4.41
4060408
4.41
273500
0.30
No change
273500
0.30
3 Aruna S. Kare
4774714
5.18
No change
4774714
5.18
4 Aditi Panandikar
5559013
6.03
No change
5559013
6.03
5 Madhura Ramani
5184079
5.63
No change
6 Shanteri Investments
Pvt. Ltd
15771755
17.12
No change
5184079
5.63
15771755
17.12
34
iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders
of GDRs and ADRs):
Sl.
Shareholders Name
No.
No. of
shares
% of total
shares
of the
Company
0.00
2 National Westminister
Bank PLC as Depository
of First State Asia Pacific
Fund a Sub Fund of First
State Investments ICVC
0.00
Fund
35
2061683
2913658
2.24
3.16
Date
Increase /
(Decrease)
in
shareholding
Reason
23-10-2015
30-10-2015
632020
2149206
Purchase
Purchase
31-03-2016
--
08-01-2016
920000
Purchase
15-01-2016
7922
22-01-2016
894757
05-02-2016
Cumulative
Shareholding during
the year
No of
% of total
shares
shares
of the
Company
632020
2781226
0.69
3.02
3.02
920000
0.00
1.00
Purchase
927922
1.01
Purchase
1822679
1.98
180180
Purchase
2002859
2.17
12-02-2016
154795
Purchase
2157654
2.34
26-02-2016
53775
Purchase
2211429
2.40
04-03-2016
20483
Purchase
2231912
2.42
25-03-2016
339549
Purchase
2571461
2.79
31-03-2016
--
2.79
10-04-2015
38025
Purchase
2099708
2.28
17-04-2015
20000
Purchase
2119708
2.30
24-04-2015
10000
Purchase
2129708
2.31
01-05-2015
20000
Purchase
2149708
2.33
06-05-2015
-1434231
Sale
715477
0.78
08-05-2015
1438653
Purchase
2154130
2.34
15-05-2015
-37732
Sale
2116398
2.30
22-05-2015
-6130
Sale
2110268
2.29
29-05-2015
-58849
Sale
2051419
2.23
05-06-2015
-53901
Sale
1997518
2.17
26-06-2015
46
Purchase
1997564
2.17
30-06-2015
-2687
Sale
1994877
2.16
03-07-2015
881
Purchase
1995758
2.17
10-07-2015
3511
Purchase
1999269
2.17
24-07-2015
15000
Purchase
2014269
2.19
28-08-2015
30000
Purchase
2044269
2.22
04-09-2015
4993
Purchase
2049262
2.22
11-09-2015
21418
Purchase
2070680
2.25
18-09-2015
-4247
Sale
2066433
2.24
25-09-2015
20000
Purchase
2086433
2.26
31-03-2016
--
2.26
04-12-2015
150000
22-01-2016
-1000000
31-03-2016
--
A S U R E S H G. K A R E
Enterprise
Purchase
3063658
Sale
2063658
2.24
2.24
3.32
1805194
945396
239608
1.96
1.03
0.26
10-04-2015
4111
Purchase
1809305
1.96
24-04-2015
-13062
Sale
1796243
1.95
06-05-2015
-98589
Sale
1697654
1.84
08-05-2015
98589
Purchase
1796243
1.95
15-05-2015
-23618
Sale
1772625
1.92
05-06-2015
37963
Purchase
1810588
1.96
07-08-2015
49145
Purchase
1859733
2.02
28-08-2015
20723
Purchase
1880456
2.04
04-09-2015
-1151
Sale
1879305
2.04
31-03-2016
--
2.04
29-05-2015
-87685
Sale
857711
0.93
05-06-2015
-1261
Sale
856450
0.93
07-08-2015
5602
Purchase
862052
0.94
14-08-2015
20390
Purchase
882442
0.96
21-08-2015
8693
Purchase
891135
0.97
28-08-2015
17601
Purchase
908736
0.99
11-12-2015
78635
Purchase
987371
1.07
18-12-2015
3309
Purchase
990680
1.08
31-12-2015
18231
Purchase
1008911
1.09
08-01-2016
233175
Purchase
1242086
1.35
15-01-2016
39535
Purchase
1281621
1.39
22-01-2016
308568
Purchase
1590189
1.73
29-01-2016
2849
Purchase
1593038
1.73
05-02-2016
61860
Purchase
1654898
1.80
31-03-2016
--
1.80
12-06-2015
3901
Purchase
243509
0.26
19-06-2015
57531
Purchase
301040
0.33
26-06-2015
47473
Purchase
348513
0.38
30-06-2015
56574
Purchase
405087
0.44
16-10-2015
333216
Purchase
738303
0.80
06-11-2015
80438
Purchase
818741
0.89
27-11-2015
58826
Purchase
877567
0.95
11-12-2015
6903
Purchase
884470
0.96
18-12-2015
2473
Purchase
886943
0.96
31-12-2015
12620
Purchase
899563
0.98
08-01-2016
156548
Purchase
1056111
1.15
22-01-2016
150591
Purchase
1206702
1.31
29-01-2016
1531
Purchase
1208233
1.31
05-02-2016
33236
Purchase
1241469
1.35
31-03-2016
--
1.35
36
9 Mangeshi Investment
Pvt. Ltd
10 Caisse De Depot Et
Placement Du Quebec First State Investments
International Limited
1524419
1.65
vi)
Sl. No
37
-65933
Sale
1458486
1.58
17-04-2015
-15355
Sale
1443131
1.57
15-05-2015
-18923
Sale
1424208
1.55
05-06-2015
-15215
Sale
1408993
1.53
22-01-2016
-200000
Sale
1208993
1.31
31-03-2016
--
1.31
1167300
1.27
No change
1167300
1.27
0.00
12-06-2015
359483
Purchase
359483
0.39
07-08-2015
2166
Purchase
361649
0.39
14-08-2015
7884
Purchase
369533
0.40
21-08-2015
3361
Purchase
372894
0.40
28-08-2015
6805
Purchase
379699
0.41
06-11-2015
178327
Purchase
558026
0.61
11-12-2015
44544
Purchase
602570
0.65
18-12-2015
1852
Purchase
604422
0.66
31-12-2015
10165
Purchase
614587
0.67
08-01-2016
130054
Purchase
744641
0.81
15-01-2016
22250
Purchase
766891
0.83
22-01-2016
172256
Purchase
939147
1.02
29-01-2016
1588
Purchase
940735
1.02
05-02-2016
34475
Purchase
975210
1.06
31-03-2016
---
975210
1.06
10-04-2015
Directors
% of total
Shares of the
Co.
No of Shares
% of total
Shares of the
Co.
4060408
Nil
5559013
Nil
465000
Nil
A S U R E S H G. K A R E
Enterprise
4.41
Nil
4060408
4.41
4060408
4.41
5559013
6.03
5559013
6.03
0.50
Nil
465000
0.50
465000
0.50
6.03
Nil
V.
KMP
1 Mr. Sunil D. Joshi - President (Finance) &
Company Secretary
At the beginning of the Year
22nd June, 2015- Open Market Sale
At the end of the year
1500
(1500)
-
0.00
0.00
-
1500
(1500)
-
0.00
0.00
-
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` Lakhs)
Secured Loans
excluding
deposits
VI.
Unsecured
Loans
Deposits
Total
Indebtedness
4,534.45
1,429.14
2,771.13
687.50
7,305.58
2,116.64
25.14
5,988.73
3,458.63
25.14
9,447.36
3,961.00
560.20
3,400.80
1,438.60
323.17
1,115.43
5,399.60
883.37
4,516.23
4,465.05
4,899.34
4,209.73
364.33
8,674.78
5,263.67
31.63
9,396.02
4,574.06
31.63
13,970.08
Particulars of Remuneration
2.
3.
4.
5.
Total
Amount
Ms. Aditi
Panandikar
Mr. Sundeep V.
Bambolkar
157.50
99.96
90.36
347.82
12.70
31.77
28.80
73.27
NIL
NIL
80.00
NIL
NIL
25.00
NIL
NIL
25.00
NIL
NIL
130.00
250.20
156.73
144.16
551.09
38
B.
Sl. Particulars of
No Remuneration
Name of Directors
Mr. D. M.
Gavaskar
Mr. Sharad
Upasani
Dr. Anil M.
Naik
Mr. Rajiv P.
Kakodkar
Total
Amount
Dr. Anand
Nadkarni
Independent Directors
1.80
1.80
1.65
1.60
6.85
1.65
Commission
Others, please specify
Total (1)
1.80
1.80
1.60
6.85
0.80
0.80
Commission
Total (2)
0.80
0.80
Total (B)=(1+2)
1.80
1.80
1.65
1.60
0.80
7.65
C.
Sl.
No.
Particulars of remuneration
Key Managerial
Personnel
1.
Gross salary
a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961
b) Value of perquisites u/s 17(2) Income Tax Act, 1961
c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961
Stock Option
Sweat Equity
Commission
Others, please specify
Total:
Company Secretary
2.
3.
4.
5.
46.38
5.85
NIL
NIL
NIL
NIL
NIL
52.23
Brief Description
Details of penalty/
punishment/
compounding fees
imposed
Authority
(RD/NCLT/
COURT)
Appeal made,
if any (give
details)
NA
NA
NA
NA
NA
NA
NA
NA
NA
A.
COMPANY
Penalty
Punishment
Compounding
B.
DIRECTORS
Penalty
Punishment
Compounding
NA
NA
NA
NA
NA
NA
NA
NA
NA
C.
NA
NA
NA
NA
NA
NA
NA
NA
NA
uuu
39
A S U R E S H G. K A R E
Enterprise
(Pursuant to Regulation 4 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015).
Category of Directorship
Of other
Companies*
2
1
1
1
1
1
2
Nil
2
2
2
3
Nil
4
2
Nil
Number of Chairmanship/
Membership in committees
of other companies **
Chairman
Member
Nil
Nil
Nil
1
Nil
1
Nil
Nil
Nil
Nil
Nil
1
Nil
2
Nil
Nil
40
Note:
a.
None of the Directors of the Company were members of more than 10 committees or acted as
Chairperson of more than 5 committees across all Public Limited Companies in which they were
Directors in terms of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
b.
None of the Directors held directorship in more than 10 Public Limited Companies.
c.
one of the Independent Directors of the Bank served as Independent Director in more than 7 listed
N
companies.
Brief profiles of all the Directors are available on the website of the Company at
http://www.indoco.com/directors.asp
BOARD MEETINGS:
During the year, the Board met five times on May 27, 2015, July 30, 2015, October 30, 2015,
January 29, 2016 and March 10, 2016. The maximum gap between any two Board Meetings was less than
one hundred and twenty days. All material information was circulated to the directors before the meeting
or placed at the meeting, including minimum information required to be made available to the Board as
prescribed under Part A of Schedule II of sub-regulation 7 of Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Company has proper systems to enable the Board to periodically review compliance reports of all laws
applicable to the Company, as prepared by the Company as well as steps taken by the Company to rectify
instances of non-compliances on a half-yearly basis. None of the Non-executive Directors held any equity
shares of the Company during the financial year ended March 31, 2016.
Attendance of each Director at the Board Meetings held in financial year 2015-2016 and at the last
Annual General Meeting of the Company:
Name of the Director
No. of Board
Meetings attended
Present
Present
Present
Mr. D. M. Gavaskar
Present
Present
Present
Present
Present
41
A S U R E S H G. K A R E
Enterprise
AUDIT COMMITTEE:
Composition:
he Audit Committee comprises of following 5 members, out of whom 4 are independent directors
T
and one is the Joint Managing Director:
1.
2.
3.
4.
5.
Terms of reference:
he terms of reference of the Audit Committee are wide covering the matters specified under
T
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
the provisions contained in Section 177 of the Companies Act, 2013 and they can be broadly stated
as follows:
a) Overseeing the Companys financial reporting process and the disclosure of its financial
information to ensure that the financial statements are true and fair.
b) Recommending to the Board, the appointment, re-appointment of the statutory auditors, fixation
of audit fees and fees for other services.
c) Reviewing with the management the quarterly financial statements before submission to the
board for approval.
d) Reviewing the adequacy of internal control systems and internal audit function including the
structure of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
e) Discussing with internal auditors any significant findings and follow-up thereon.
f)
Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal financial control systems of a
material nature and reporting the matter to the Board.
g) Discussion with the statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.
h) To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
i)
Scrutiny of corporate loans and investments
j)
Approval or subsequent modification of transactions with related parties
k) Valuation of the undertaking or asset of the company wherever it is necessary
42
l)
m)
Monitoring the end use of funds raised through public offers and related matters
In addition to the above, all items listed in Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Mr. D. M. Gavaskar
*Mr. Sharad P. Upasani by invitation at the meeting held on May 27, 2015
The maximum gap between any two meetings was less than one hundred and twenty days.
Mr. Sunil D. Joshi, President (Finance) & Company Secretary, acts as the Secretary of the Committee.
The Statutory Auditors of the company were present at Four (4) audit committee meetings held during
the year.
The Chairman of the Audit Committee was present at the last Annual General Meeting.
b)
43
A S U R E S H G. K A R E
Enterprise
Mr. Sunil D. Joshi, President (Finance) & Company Secretary, acts as the Secretary of the Committee.
Details of Shareholders Complaints:
Particulars
c)
No. of complaints
Investor complaints received during the year ended on March 31, 2016
(The complaints pertained to revalidation of dividend warrants and non-receipt of Annual
Reports)
21
Investor complaints resolved during the year ended March 31, 2016
21
Mr. Sunil D. Joshi, President (Finance) & Company Secretary, acts as the Secretary of the Committee.
d)
44
Regulations, 2015 and Section 178 of the Companies Act, 2013. They can be broadly stated as
follows:
-
To formulate the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the Board a policy, relating to the remuneration for the directors,
key managerial personnel and other employees.
-
To ensure that level and composition of remuneration is reasonable and sufficient, relationship
of remuneration to performance is clear and meets performance benchmarks, and involves a
balance between fixed and incentive pay.
-
To identify persons who may be appointed in senior management in accordance with the criteria
laid down.
-
To carry out evaluation of every directors performance and recommend to the board his/her
appointment and removal based on the performance.
-
To recommend & review remuneration package of Executive Directors
-
To approve & evaluate the performance of executive directors & senior management
-
To approve formulating the compensation plans, policies and programs of the Company.
Meetings and attendance
During the financial year 2015-16, on May 27, 2015, one meeting was held to approve the
remuneration of Executive Directors and KMP.
Name of the Director
No. of Meetings
attended
Nil
There were no pecuniary relationships and transactions of the Non - Executive Directors vis--vis the
Company.
e)
45
A S U R E S H G. K A R E
Enterprise
Mr. Rajiv P. Kakodkar did not attend the meeting held on October 30, 2015. All other Independent Directors
attended both meetings.
The Independent Directors met interalia to discuss:
-
-
-
The evaluation has been started to improve Board effectiveness, maximize strength and tackle weaknesses.
The criteria for evaluation included:
REMUNERATION TO DIRECTORS:
Remuneration Policy:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its
Audit, Nomination and Remuneration and Compliance Committees.
Individual Directors including the Chairman of the Board, were evaluated on parameters such as level of
engagement and contribution, independence of judgement, safeguarding the interest of the Company and
its minority shareholders etc.
The performance evaluation of the Chairman and the Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Secretarial Department.
The Directors expressed their satisfaction with the evaluation process.
The Executive Directors were paid remuneration as approved by the Board and the members in General
Meeting. The remuneration comprises of salary, perquisites, allowances and commission/ performance
incentive.
The Non-Executive Independent Directors are paid remuneration by way of sitting fees for attending the
meetings of the Board or Committee thereof.
46
Information as per Rule 5(1) of Chapter XIII the Companies (Appointment and Remuneration) of
Management Personnel Rules 2014
1)
Executive Directors:
Name of Director
Benefits &
Perquisites
Commission /
Performance
Linked
Incentives
`
Stock Options
Total
15750000
1269600
8000000
Nil
25019600
9996000
3177200
2500000
Nil
15673200
9036000
2880646
2500000
Nil
14416646
2)
Salary
Mr. D. M. Gavaskar
180000
180000
165000
160000
80000
Notes:
3)
he sitting fees indicated above includes fees paid for attending Meetings of the Board and Committees.
T
There is no severance fee payable.
Name of KMP
Salary
Benefits &
Perquisites
4638000
Commission /
Performance
Linked Incentives
`
585000
Nil
Stock
Options
Total
Nil
5223000
Information as per Rule 5(2) of chapter XIII the Companies (Appointment and Remuneration) of
Management Personnel Rules 2014
Employee Name
47
Designation
President
(R&D)
Education
Qualification
M. Pharm.,
PH.D (Tech)
Age
Experience
in Years
49
20
A S U R E S H G. K A R E
Date of
Joining
June 8,
2010
Enterprise
Gross
Remuneration
Previous
employment
and designation
7572436 Accutest
Research
LaboratoriesPresident R&D
Subsidiary Companies:
Name
Percentage of Holding
100%
100%
100%
ll transactions entered into with Related Parties as defined under the Companies Act, 2013 and
A
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during
the financial year were in the ordinary course of business and on an arms length basis and do not
attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant
transactions with related parties during the financial year which were in conflict with the interest of
the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in
the notes to the Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the
DISCLOSURES:
1) There are no materially significant related party transactions i.e. transactions of the Company of
material nature, with its promoters, directors or the management, their subsidiaries or relatives
etc., during the year, that may have the potential conflict with the interests of the Company at
large.
2) The Board has received disclosures from key managerial personnel relating to material, financial
and commercial transactions where they and/or their relatives have personal interest. There are
no materially significant related party transactions which have potential conflict with the interest
of the Company at large.
3) There was no non-compliance during the last three years by the Company on any matter related
to Capital Market. There were no penalties imposed nor strictures passed on the Company by
Stock Exchanges, SEBI or any statutory authority.
4) All mandatory requirements as per Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 have been complied with by the Company.
5) The Company follows Accounting Standards issued by The Institute of Chartered Accountants of
India and there are no statutory audit qualifications in this regard.
6) In terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Managing Director and the Joint Managing Director have made a
certification to the Board of Directors in the prescribed format for the year under review which
has been reviewed by the Audit Committee and taken on record by the Board.
48
Financial Year
AGM
2014-15*
68th
2013-14*
2012-13**
Date
Time
11.30 am
67th
11.30 am
66th
11.30 am
*
No Special Resolutions was passed at the AGM
** Two Special Resolutions were passed at the AGM- Approval for change in term of appointment of the Managing Director
and Jt. Managing Director from non-retiring director to director whose period of office shall be subject to retirement by
way of rotation.
POSTAL BALLOT:
During the year the following resolutions were passed through postal ballot:
Date of passing
of resolution
Resolution
Number
Purpose
No. of votes
% to total
votes
No. of votes
% to total
votes
69431646
99.92
56409
0.08
69432396
99.92
55659
0.08
49
A S U R E S H G. K A R E
Enterprise
Since the half-yearly financial results are published in leading newspapers and displayed on the website,
the same are not mailed to the shareholders of the Company.
Presentation to Institutional Investors/Analysts
Tele-conferences were held with Institutional Investors/Analysts at the end of every quarter after the
declaration of the Quarterly Results. The Company also regularly met Institutional Investors during the
year.
GENERAL SHAREHOLDER INFORMATION:
Annual General Meeting:
Date & Time
Venue
Financial Year
Insider Trading:
Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has
adopted wef May 15, 2015 a Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Insiders.
The code is posted on the Company Website. The Company keeps the Code updated as per the
requirements of SEBI from time to time. http://www.indoco.com/inv-policies.asp
Code of Conduct:
The Company has adopted a Code of Conduct for Directors and Senior Management, which is hosted on
the website of the Company. It is the responsibility of all employees and Directors to familiarize themselves
with the Code and comply with the same.
The Code includes whistle blower provisions, where the employees of the Company can voice their
concerns on violation and potential violation of this Code in a responsible and effective manner.
The Managing Director of the Company has given a declaration of due compliance with Code of Conduct
by the Directors and Senior Management.
Listing on Stock Exchanges:
The Companys shares are listed on the Bombay Stock Exchange Limited and the National Stock Exchange
of India Limited. The annual listing fees have been paid upto March 31, 2017 and there is no outstanding
payment towards the Exchanges, as on date.
Stock Code
Bombay Stock Exchange
532612
INDOCOEQ
50
High
`
Close
`
No. of Shares
traded during the
month
Turnover
` lakhs
April 15
401.00
337.00
349.10
1115838
4149.73
May15
412.20
316.60
394.50
2010306
7540.51
June15
396.50
288.05
361.25
686404
2524.75
July 15
384.95
324.00
340.95
967498
3461.94
August 15
363.90
301.55
337.25
725853
2463.14
September15
350.00
311.10
321.25
376229
1253.94
October 15
347.50
307.00
326.05
3937516
13048.30
November 15
328.70
291.15
319.20
704839
2166.20
December15
343.70
308.00
327.20
779985
2514.83
January 16
339.00
281.50
323.45
2256576
6983.77
February 16
324.60
232.90
270.20
760943
2274.18
March 16
314.40
262.50
290.50
1470007
4263.74
51
Low
`
Close
`
No. of Shares
traded during the
month
Turnover
` Lakhs
April 15
400.80
330.50
347.75
237958
878.93
May15
413.10
316.05
393.45
364452
1374.45
June15
396.05
314.80
361.20
205721
757.69
July 15
385.10
325.00
341.60
199043
712.46
August 15
363.00
303.00
338.35
151748
517.71
September15
350.00
311.95
321.50
63683
212.03
October 15
350.00
310.00
325.60
444402
1456.07
November 15
327.55
288.75
320.50
126110
392.69
December15
342.50
307.55
324.95
95509
308.00
January 16
338.50
290.30
323.10
1545361
4788.05
February 16
326.00
244.00
270.60
55392
149.34
March 16
314.00
258.60
287.90
227858
662.59
A S U R E S H G. K A R E
Enterprise
Performance of Indoco share price to broad based index Nifty, BSE Sensex:
450.00
8000
400.00
7000
350.00
6000
300.00
5000
250.00
4000
200.00
3000
150.00
2000
100.00
1000
50.00
NIFTY
0.00
0
15
15
15
16
15 g 15 pt15 ct 15 v 15 ec15 n 16 b 16
ril May June July
Ja
rch
Fe
D
Se
O
Au
No
Ap
Ma
Nifty Close
30000
350.00
SENSEX
20000
300.00
250.00
15000
200.00
150.00
10000
100.00
400.00
25000
5000
50.00
0.00
15
ril
Ap
6
6
6
5
5
5
5
5
5
5
5
y1 une1 uly 1 ug 1 ept1
t 1 ov 1 ec1 Jan 1 eb 1 rch 1
F
D
S
Oc
Ma
J
J
A
N
Ma
BSE Close
1 to 1000
No. of
Shareholders
12,788
% of
Shareholders
86.48
No. of
Shares held
% of
Shareholding
16,77,973
1.82
1001 to 2000
902
6.10
6,89,168
0.75
2001 to 4000
417
2.82
6,16,594
0.67
4001 to 6000
176
1.19
4,48,357
0.49
6001 to 8000
69
0.46
2,51,643
0.27
8001 to 10000
10001 to 20000
63
142
0.43
0.96
2,90,159
10,67,258
0.31
1.16
231
1.56
8,71,09,203
94.53
14,788
100.00
9,21,50,355
100.00
Total
52
Percentage of Shareholding
19851714
15771755
18971689
54595158
21.54
17.12
20.59
59.25
8053403
11081234
12391
8.74
12.03
0.01
2487699
188219
164474
467250
15100527
37555197
92150355
2.70
0.20
0.18
0.51
16.38
40.75
100.00
NIL
No. of shares
pledged
NIL
NIL
NIL
NIL
Details showing Shareholding of more than 1% of the Capital as on March 31, 2016
Sl.
No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
53
Name of Shareholder
Number of
Shares
A S U R E S H G. K A R E
% of Capital
18335000
15771755
5559013
5184079
4774714
4060408
2781226
2571461
19.90
17.12
6.03
5.63
5.18
4.41
3.02
2.79
2063658
1737558
1654898
2.24
1.89
1.79
1241469
1167300
975210
1.34
1.27
1.06
Enterprise
ADR/GDR:
The Company has not issued any ADR/GDR.
Dematerialisation Information:
The shares of your Company are available in Dematerialised form with National Securities Depository Limited
(NSDL) & Central Depository Services (I) Limited (CDSL). The ISIN of the company is INE873D01024.
Dematerialisation of shares:
As on March 31, 2016, the number of shares of the Company in the demat form is as shown below:
Total No. of Shares of the Company
92150355
90640635
98.36
14788
14713
99.49
Shareholders, who continue to hold shares in physical form, are requested to dematerialise their shares
and avail various benefits of dealing in securities in electronic/dematerialised form. For any clarification,
assistance or information, please contact the Registrars and Share Transfer Agents of the Company. The
shareholders have the option to hold Companys shares in demat form through the National Securities
Depository Limited (NSDL) or Central Depository Services (I) Limited (CDSL).
The break-up of shares in physical and demat form as on March 31, 2016 is given below:
No. of Shares
% of Total Shares
1509720
1.64
87473418
94.92
3167217
3.44
92150355
100.00
: [email protected]
: 022-25946970
: 022-25946969
54
Secretarial Department
Indoco Remedies Limited
Indoco House, 166 CST Road,
Kalina, Santacruz (East),
Mumbai 400 098
Contact Person: Mr. Sunil D. Joshi
(2)
Nomination Facility:
Shareholders holding physical shares may send their nominations in prescribed form 2B to the Company.
Those holding shares in dematerialised form may contact their respective Depository Participant (DP) for
availing the nomination facility.
UNPAID/ UNCLAIMED DIVIDENDS
The Company is required to transfer dividends which have remained unpaid /unclaimed for a period of
seven years to the Investor Education and Protection Fund (IEPF). Shareholders are requested to ensure
that they claim the dividend(s) from the Company before it is transferred to the Investor Education and
Protection Fund.
The due dates for transfer to IEPF of dividends remaining unclaimed / unpaid since 2008-09 are given
below:
Financial year
2008-2009
85208.00
24.10.2016
2009-2010
202594.00
27.08.2017
2010-2011
178288.00
02.09.2018
2011-2012
405103.00
04.09.2019
380686.90
341231.80
419984.00
27,13,208.40
04.09.2020
04.09.2021
04.09.2022
15.04.2023
2012-2013
2013-2014
2014-2015
2015-2016 (Interim)
Plant Locations:
55
1)
3)
R-104 Rabale
TTC Industrial Area,
MIDC Thane Belapur Road
Navi Mumbai
Maharashtra 400 701
A S U R E S H G. K A R E
Enterprise
5)
B- 20 MIDC, Waluj,
Aurangabad,
Maharashtra 431 133
6)
R & D Center:
R-92/93, Rabale TTC Industrial Area
MIDC Thane Belapur Road
Navi Mumbai 400 701
Registered Office:
resently the Company has not adopted any non mandatory provisions of Regulation 34 of the SEBI
P
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
uuu
56
requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
B. M. PENDSE
Mumbai
Date : May 27, 2016
Partner
uuu
57
A S U R E S H G. K A R E
Enterprise
This is to inform that the Company has adopted a Code of Conduct for its Board Members and Senior
Management. The Code is posted on the Companys website.
I confirm that the Company has in respect of the year ended March 31, 2016 received from the senior
management team of the Company and the Members of the Board affirmations of compliance with the
Code of Conduct as applicable to them.
ADITI PANANDIKAR
Mumbai, May 27, 2016
Managing Director
DIN: 00179113
uuu
58
We have reviewed the financial statements and the cash flow statement for the year ended
March 31, 2016 and to the best of our knowledge and belief:
a)
these statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
b)
these statements together present a true and fair view of the Companys affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
2.
There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violative of the Companys code of conduct.
3.
We accept responsibility for establishing and maintaining internal controls for financial reporting and
that we have evaluated the effectiveness of the internal control systems of the Company pertaining to
financial reporting and we have disclosed to the auditors and Audit Committee, deficiencies in the
design or operation of internal controls and we have taken steps to rectify these deficiencies.
4.
We have indicated to the auditors and the Audit Committee that there are no
a)
b)
significant changes in accounting policies during the year and the same have been disclosed in
the notes to the financial statements, if any and
c)
instances of significant fraud of which we are aware and the involvement therein, if any, of
the management or an employee having a significant role in the Companys internal control
system
Aditi Panandikar
Sundeep V. Bambolkar
Managing Director
DIN: 00179113
59
A S U R E S H G. K A R E
Enterprise
Management Discussion
and Analysis
a) Industry Structure and Development:
The pharmaceutical industry is gaining magnitude, with healthcare and quality of life on top priority
across all the strata of society and governments worldwide. The size of the pharmaceuticalmarket has
reached nearly USD one trillion, with over 30% contribution coming from the Generic Industry. North
America leads the Pharma Industry, with contribution of more than 40%. India and China registered
highergrowth due to contribution from their Generic formulations and APIs Businesses, respectively.
Over the last five years, the Global Pharmaceuticals and Medicine Manufacturing industry experienced
moderate growth due to rise in demand for healthcare and medications, especially from emerging
economies. Higher healthcare standards and greater emphasis on illness prevention have given
pharmaceuticals a higher significance among consumers, driving sales over the period. However,
the consequences of the credit crisis and austerity measures implemented by various governments
worldwide, translated into cuts in healthcare funding, thereby restricting the overall growth of the
industry at moderate levels.
The Indian Pharmaceuticals Industry continues to grow rapidly and is the third largest in terms of
volume and thirteenth largest in terms of value. The Indian pharmaceutical sector accounts for above
2% of the global pharmaceutical market in value and 10% in volume. The Indian pharma industry,
which is expected to grow over 15% per annum between 2016 and 2020, will outperform the global
pharma industry, which is set to grow at an annual rate of around 5% during the same period. Presently
the market size of the pharmaceutical industry in India stands at US$ 20 billion (Source: India Ratings
a Fitch company).
Branded generics form the largest segment of the Indian pharmaceutical market. The country accounts
for the second largest number of Abbreviated New Drug Applications (ANDAs) filings and has
surpassed all the countries w.r.t. Drug Master Files (DMFs) applications, filed with the United States
Food and Drug Administration (USFDA).
b) Opportunities and Threats:
The Indian Pharmaceutical Market (IPM) is driven by increased consumer spending, increase in literacy
levels leading to better awareness, rapid urbanisation and rising healthcare insurance.
Going forward, better growth in domestic sales would also depend on the ability of companies to
align their product portfolio towards chronic and sub-chronic therapies for lifestyle diseases such as,
cardiovascular, diabetes, depression and cancer, that are on the rise.
The Indian government has taken many steps to enhance the affordability and accessibility of medicines
through price controls and by facilitating speedy introduction of generic drugs into the market. In
addition, the thrust on rural health programmes, life saving drugs and preventive vaccines also augurs
well for the pharmaceutical industry.
Looking at the valuable contribution by the Pharma Industry in improving healthcare in the country
and earning of foreign exchange from growing exports, the Government of India has come out with
various initiatives to propel the Industry. Some of the initiatives undertaken by the Government are:
60
Contribution
%
2015-16
2014-15
Growth %
Domestic Formulations
54.4
52903
50479
4.8
Export Formulations
39.6
38571
29026
32.9
6.0
5847
5385
8.6
97321
84890
14.6
Net Sales
6%
40%
Domestic Formulations
61
54%
Export Formulations
A S U R E S H G. K A R E
Enterprise
2015-16
2014-15
Growth %
52903
50479
4.8
Regulated Markets
33657
25144
33.9
Emerging Markets
4914
3882
26.6
APIs
5450
5385
1.2
CRO
397
97321
84890
14.6
Net Sales
Other operating income in the current year has gone up by ` 22.5 crores, as compared to the previous
year. The increase is mainly due to exchange gains. The material consumption to net sales is 34.9%
at ` 339.4 crores, as compared to 35.2% at ` 298.5 crores last year. The decrease in the material cost
is due to the change in product mix, as also efficiency in manufacturing processes, as well as effective
procurement policies. The staff cost to net sales is 18.7% at ` 182.2 crores, as compared to 16.5% at
` 140.0 crores last year.
The recurring R&D expenses to net sales are 4.4% at ` 43.2 crores as compared to 2.6% at ` 21.7
crores last year.
Other expenses to net sales are at 27.1% at ` 263.4 crores as compared to 26.9% at ` 228.7 crores last
year. The finance cost to net sales is at 1.3% at ` 12.3 crores, as compared to 1.2% at ` 10.3 crores.
The operating profit increased by 10.4% to ` 142.9 crores from ` 129.4 crores last year.
Depreciation is higher at ` 60.3 crores, as against ` 47.1 crores in the previous year.
Profit Before Tax is at ` 100.9 crores, as compared to ` 109.5 crores in the last year.
Profit After Tax was ` 83.3 crores, as against ` 82.8 crores in the last year.
Basic & Diluted Earnings Per Share (EPS) for the year is ` 9.04, as against ` 8.99 in the previous
year (both after and before the extra-ordinary items). The outstanding long term debt as on March
31, 2016 was ` 39.7 crores, as compared to ` 12.9 crores last year. The cash outflow on account of
Capital Expenditure (CAPEX) during the year was ` 97.7 crores, as compared to ` 88.7 crores in the
last year. During the year, an amount of `25.2crores was contributed to the national exchequer by
way of payment of income tax and ` 35.4 crores by way of sales tax. The net worth of the company
as on March 31, 2016 is ` 584.2 crores, as against ` 518.4 crores previous year, on account of
retained profits. The debt-equity ratio during the year was 0.07 times, as compared to 0.02 times in
the previous year. The return on net worth was 14.3% as at March 31, 2016 against 16.0% as on
March 31, 2015.
d) Business Overview
Domestic Business
Indocos domestic formulations business has a pan India presence, with 10 marketing divisions
catering to various doctor specialties. During this year, the Company underwent restructuring exercise
62
by carving out two additional divisions and re-grouped its product basket within the divisions,
wherein speciality oriented therapy management approach was given key priority. The Company also
expanded its field strength by around 500 as a part of the restructuring exercise, which is aimed to
help the business in ensuring good market penetration in speciality / sub-chronic segments through
prescription growth, on a sustainable basis.
The key therapy areas, their sales, growth and contribution are as follows:
(` In Lakhs)
Therapy
Cont %
2015-16
2014-15
Gwth %
Stomatologicals
17.6
9,501
9,163
3.7
Respiratory
16.4
8,813
8,857
(0.5)
Anti - Infectives
16.0
8,571
7,783
10.1
Gastro Intestinals
13.2
7,128
6,831
4.4
Pain / Analgesics
8.3
4,457
4,061
9.7
6.0
3,226
3,433
(6.0)
Ophthal / Otologicals
5.8
3,095
2,851
8.5
Gynaec.
5.4
2,909
2,673
8.8
Dermatology
4.1
2,244
2,117
6.0
The Company enjoys a good position in the domestic market, with 53 products ranking amongst the
top 5 positions in their respective therapy segments, details of which are given below:
Product
63
Rank
Broad Therapy
Market Share %
(Respective
sub-segments)
Sensodent-K
Stomatologicals
96.0
Homide
Ophthalmologicals
93.8
Carmicide
Gastro Intestinal
84.9
Cyclopam Plus
Gastro Intestinal
83.2
Renolen
Ophthalmologicals
65.3
Sensoform Toothpaste
Stomatologicals
63.1
Cyclopam Liq
Gastro Intestinal
63.0
Lorchek MR
Pain / Analgesics
59.7
Karvol Plus
Respiratory
55.0
Cyclopam Tab
Gastro Intestinal
54.4
Cyclopam Inj
Gastro Intestinal
53.6
Kidodent Toothpaste
Stomatologicals
52.2
Snowdent
Stomatologicals
43.7
Cital
Urology
38.1
Sensodent-KF
Stomatologicals
29.1
Dentogel
Stomatologicals
23.8
Lignox
Pain / Analgesics
22.0
A S U R E S H G. K A R E
Enterprise
Product
Rank
Broad Therapy
Market Share %
(Respective
sub-segments)
Rexidin M
Stomatologicals
36.8
Sensoform MW
Stomatologicals
28.3
Kidodent MW
Stomatologicals
27.7
Cyclopam Liq
Gastro Intestinal
19.7
Febrex Plus
Respiratory
17.9
Sensochek
Ophthalmologicals
17.6
Rexidin
Stomatologicals
17.5
Tobaren DM
Ophthal/Otologicals
17.4
Respiratory
16.1
Zincoren
Ophthalmologicals
15.4
Respiratory
14.1
Dexoren - S
Ophthal/Otologicals
13.5
Rexidin Plus
Stomatologicals
16.5
Otorex
Otologicals
15.8
Mofloren-D
Ophthalmologicals
15.5
Sensodent-R
Stomatologicals
14.9
Cloben G
Derma
14.4
Mofloren - BF
Ophthalmologicals
12.6
Methycal
Vitamins/Minerals/Nutrients
11.2
Obi-X
Anti-Obesity
9.8
Osteochek
Vitamins/Minerals/Nutrients
9.3
Tuspel
Respiratory
5.7
ATM
Anti-Infectives
5.2
Scabex
Derma
14.6
Vepan
Anti-Infectives
13.6
Febrex LP
Respiratory
12.7
Tuspel PX
Respiratory
11.3
Hemsyl
Blood Related
10.7
Lorchek P
Pain / Analgesics
8.8
Kg Low
Anti-Obesity
8.1
Rosuchek D
Cardiac
6.4
Otichek
Otologicals
5.3
SM Fibro
Vitamins/Minerals/Nutrients
8.1
Durashape
Anti-Obesity
7.2
Irimist
Ophthalmologicals
7.1
Cital-H
Urology
5.2
64
65
A S U R E S H G. K A R E
Enterprise
Warren ACE:
Indoco is the first Company in India to have two divisions in the Dentistry segment viz., Warren Ace
and Warren NxGen. Both these divisions cater to different needs (Prescription and dispensing/direct
buying) of growing Dentists and patient population in India.
Warren Ace has retained its Number 1 position in the stomatological space in the Indian Pharma Market
through sustained growth for the existing range of dental brands. The division caters to almost 40,000
dentists and has Pan India presence. The major contributing brands of Warren Ace are Sensodent K
and Sensoform.
The Warren Ace division is created to give boost to sales growth of toothpastes viz., Sensodent K
and Sensoform in Prescription market and to capitalize on the OTC aspect of Sensitivity toothpaste
market. Apart from the toothpastes, the division has created a space for growth of certain other brands,
viz., Rexidin Plus, Senolin SF, etc along with new products like, T- Lac (Ketorolac Mouth dissolving
Tablets).
Apart from prescription business, Warren Ace will cater to their dispensing need by offering category
of products like Dental material, Anaesthetics, etc.
Considering the growth of Dentistry as a segment, the division is the first one in the dental
market to identify and cater to prescription as well as the dispensing needs of Dentists in line with its
Brand Equity.
SPERA:
Spera, a multi speciality division was launchedseven years back and this year, the Company took
steps in transforming this division from multi-speciality to a Gynaec speciality division, through
effective utilization of the existing Gynaec brands. This division now caters to womens health with
focussed approach towards Gynaecologists.
The division caters to 24000 Gynecologists Pan India. Existing portfolio has brands in Pregnancy
care and lifestyle management. MCBM-69, Methycal, Nosic are established brands in pregnancy care
and Hemsyl, KG-Low garner good prescription support amongst Lifestyle brands. Newer introductions
like MCBM-L, 9FB SR 200/300 and T Syl will further strengthen the therapy basket and help the
division to progress towards its objectives.
Indoco Focus:
Indoco Focus was launched with the vision to fortify the Companys strong footprint in chronic
segment. The division is focused on a mission to develop and deliver innovative formulations that
will help patients prevail over serious diseases. It is aimed at creating a strong presence amongst
Consulting Physicians, with focus on emerging therapy areas addressing management of lifestyle
related disorders. The division has started witnessing good progress in prescriptions from the above
specialities.
To further propel the growth of the division, brand extensions are being developed, which are designed
to fit the overall strategy of the Company. The division will soon venture in launching new products to
tackle metabolic disorder ailments by entering into the much coveted diabetic Gliptin market.
66
Indoco CND:
CND division is stepping into the 5th year of its launch and is making inroads in the cardio-diabetic
market. Anti-obesity formulation Obi-X (a novel combination of Leucine and Pyridoxine 5 Phosphate
formulation), which was introduced for the first time in India and launched during last financial year,
is performing well.
Many scientific activities and participation at national conferences like Cardiological Society of
India (CSI), Research Society for The Study of Diabetes in India (RSSDI), Mayo Clinic and Annual
Conference of The Association of Physicians of India ( APICON), have helped the division to get due
recognition for Indoco CNDs product range by high end Consulting Physicians, Cardiologists and
Diabetologists.
This division caters to super-specialists like Cardiologists, Diabetologists, Endocrinologists,
Nephrologists and high end Consulting Physicians, with an objective to strengthen the Companys
presence in the fast growing chronic segment. The main brands of this division are Cal-Aid, Prichek,
Amchek, Obi-X and Telmichek.
WARREN EXCEL and WARREN VISION:
These divisions solely cater to Ophthalmologists with a separate set of products, which enable both
the divisions to create a major presence in ophthalmic anti-oxidants, lubricating/tear substitutes,
anti-infectives and anti-allergic therapies through non-conflicting products. The major brands of
these divisions are Homide, Irivisc, Macuchek, Mo-floren, Renolen, etc. Homide, the leader brand in
its category, continues to grow well. These divisions have garnered reasonable presence in surgical
segment, as well as in anti-glaucoma segment.
ETERNA:
Eterna division is primarily present in sub-chronic, nutritional and pain management therapies,
along with therapies like anti-infectives and gastrointestinals. Eterna division has consolidated its
presence with Orthopedicians and Consultant Physicians. The main brands of this division are
Osteochek, Lorchek, LP Slim, etc. The division has added new brands like CQ-Heal, Flavestin,
Dolinsta and Theorem in the pain management segment.
INSTITUTION and Indoco IMPULSE:
Institution division deals with Government health departments, including ESIC, Railways, BHEL,
SAIL, DHS, Defence, etc. The division works closely with these institutions to register the Companys
products in their formulary and participates in various tenders for branded and proprietary products.
Rate contracts and tenders are awarded at regular intervals by these Government institutions.
With continuous follow up and leg work of the field personnel, the division could add proprietary
products in various formularies and has fetched good sales orders.
The Indoco IMPULSE division taps corporate hospitals, as well as private nursing homes in critical
care segment. Impulse division works with top super specialty doctors and is engaged in generating
prescriptions for injectables, as well as oral antibiotics. In the very first year, the division was able to
get entry into major corporate hospitals like Apollo, Inlaks, Bombay Hospital, CIMS, etc. High end
67
A S U R E S H G. K A R E
Enterprise
carbapenems introduced by Impulse division has got well accepted amongst the super speciality
consultants, who deal in critical care segment. New product introductions will give sizeable revenues
to Indoco IMPULSE to achieve higher growth.
New Product Launches:
During the year, the Company launched 20 new products across various therapeutic categories,
details of which are as follows:
Product
Division
Therapy
Indoco CND
Cardiac
Warren NxGen
Pain / Analgesics
Eterna
Pain / Analgesics
Excel
Ophthal / Otologicals
Indoco
Anti-Infectives
Tuspel LS 1, 100 Ml
Indoco
Respiratory
Spade
Respiratory
Spera
Gynaec.
Indoco CND
Anti-Diabetic
Lignox 2 % A Cartridge
Warren Ace
Stomatologicals
Duestom 50 Gm
Warren NxGen
Stomatologicals
Eterna
Pain / Analgesics
Eterna
Pain / Analgesics
Warren Ace
Pain / Analgesics
Irivisc Liquigel 10 Ml
Excel
Ophthal / Otologicals
Eterna
Anti-Infectives
Coloferrin 50 Gm
Spade
Spera
Gynaec.
Indoco
Eterna
68
International Business
International business is steadily increasing its contribution in the total revenues of the Company. The
strategy to spread the business across continents has ensured sustainable growth over the years.
Country Wise / Region wise Sales Contribution:
Emerging Markets
Regulated Markets
13%
9%
28%
16%
13%
34%
UK
USA
Germany
5%
6%
60%
16%
South Africa
Africa
Asia
Other Emerging Markets
Latam
US
US Generics market has seen a number of consolidations to drive growth. The focus is also shifting from
me-too generics to super generics, as growth in the generics market would be a challenge. Accordingly,
Indoco is building a strong pipeline of niche products, which can differentiate the Company from
others in the next 3-5 years. These products comprise of various dosage forms, including injectables.
More and more First To File (FTFs) and Paragraph IV Drug Product Application filings are getting
commoditised, emphasising the need for specialty products.
Ophthalmics would be the major revenue driving factor for the US market, but to have a balanced
product mix, the Company has also initiated activities on injectable products, with a pipeline of more
than 10 injectable products. These injectable ANDAs will be filed in due course of time and will
supplement Companys strength in the sterile products.
The Company has received the Establishment Inspection Report (EIR) from USFDA for all the
manufacturing facilities in Goa. In March 2016, the Company received the approval (EIR) from
USFDA for its solid dosages facility (Goa Plant I) inspected in October 2015. The approval (EIR) for its
sterile and solid dosage facility (Goa Plant II), inspected in July2015, was received on May 25, 2016
from USFDA.
Status of ANDAs
Particulars
69
Through Watson
(Actavis)
Own Filings
Through Other
Customers
Total
Tentative approvals
14
23
Total
19
10
34
A S U R E S H G. K A R E
Enterprise
Europe:
Slow pace of growth in the economy, rising burden on Governments on account of healthcare cost
and resultant pricing pressure have impacted the Pharma business in Europe.
UK and Germany are the major revenue generators in the region, followed by some of the Eastern EU
countries. The Company has introduced strong foothold in UK, Germany and Spain, with tie ups with
multinational companies. Apart from solid orals, liquid orals and creams, the Company has expanded
its portfolio to EU specific injectables as well.
Strong regulatory capabilities has enabled own filings of Dossiers / registrations of products in
various EU countries through Decentralized Procedure (DCP) and Mutual Recognition (MRP)
Procedure. The Company has received EU GMP approval for its Sterile Injectable facility in Goa,
during the current year.
Currently the business model revolves around Contract Research & Manufacturing (CRAMs), however,
the Company is set to introduce its own products in eastern EU and other European countries, as well
and has strategic partnership in Germany for tender business. Company has expanded its geographic
reach to Benelux and Nordic countries, besides consolidating its business in Western Europe.
Companys own product launches through generic companies will give a big boost to the business.
Status of Dossier filing :
Particulars
No. of Dossiers
17
Total
26
70
The Company has started marketing products in the French West African markets of Ivory Coast, Mali,
Gabon, Burkina Faso, Benin and Congo.
The focus would be to strengthen our presence in the ophthalmic and dental range for higher growth
in emerging markets without losing sight of our present product portfolio.
API Business:
The Government of India declared the year 2015 as the year of API/ Bulk Drugs. Under its Make
in India initiative, the Government intends to reduce Indias dependence on China for its APIs and
Intermediates. The API Industry is, however, concerned with high cost of effluent treatment in the
wake of stringent environment laws framed for large chemical industries being applied and also due to
poor / non-functioning of Common Effluent Treatment Plants (CETPs) in a number of industrial areas.
For Indoco, API Business primarily caters to captive requirements, especially towards API supplies
against own ANDAs and Dossiers. Remaining capacity is used to produce APIs for sale in domestic, as
well as export markets. The Company has three API manufacturing facilities, two of which have been
approved by USFDA and are WHO GMP certified.
Kilolab manufacturing facility at Rabale was audited by USFDA in February, 2015 and the EIR was
received in June, 2015. Patalganga manufacturing facility was audited by USFDA in April, 2015 and
audit closure, i.e. Establishment Inspection Report (EIR) was received in September, 2015.
The Company has a good product mix in ophthalmics, anti-diabetic and other therapeutic categories,
backed by Drug Master Files (DMFs) and Certificates of Suitability for European Pharmacopoeia (CEPs).
The Company offers full range of services with respect to API supplies in Regulated markets. New APIs
are developed through non-infringing processes, which assure commercial viability and hassle free
launch (circumventing IPR issues) of the products.
Construction of a new API manufacturing facility has been initiated to cater to the growing API business
and to make new APIs available for ANDAs/ Dossiers pipeline for the Regulated markets.
Research and Development:
Indocos state-of-the-art R&D centre is located at Rabale, Navi Mumbai and is well equipped with
advanced technologies, modern instruments, research databases and latest regulatory softwares. The
robust R&D capabilities within the Company include development of Finished Dosages and APIs,
backed by Analytical Research.
The Company has now initiated development of Super Generics and Novel Formulations are
being developed for submission to USFDA through 505b(2) regulatory pathway. Safer alternatives in
Ophthalmics are being developed by eliminating preservatives from formulations, and using patented
multi dose container closure system.
Development of products for Regulated Markets is done using Quality by Design (QbD) principles
and statistical tools like, Design of Experiment (DoE). Extensive optimization of formulation process in
the lab scale is carried out with a view to create design space for the products, which ensures robust
product development and smooth technology transfer to manufacturing sites. Indocos core strength
lies in its ability to excel in developing technologically complex products through a highly skilled
team of over 300 scientists.
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A S U R E S H G. K A R E
Enterprise
Anacipher:
Analytical Research Services
Anacipher, the analytical research division, provides specialized services like Genotoxic Evaluation,
Impurity Identification, Isolation and Characterization, Residual Metal Catalyst, Polymorphism Studies,
Particle Size Analysis and Impurity Standards. Identification & Characterization of Extractables and
Leachables from pharmaceutical containers, closures and devices that are used in the packaging of
drug products, is a new service being offered by AnaCipher.
The Anacipher Laboratory complies with all cGMP norms and the infrastructure is constantly upgraded
by adding new technologies and competent staff. Anacipher is completely equipped to take up any
kind of analytical challenge to support its customers.
Clinical Research Organisation (CRO)
AnaCipher CRO (a division of Indoco Remedies Ltd), is a Clinical Research Organisation, specialized
in Bio-Availability and Bio-Equivalence (BA / BE) studies. The state-of-the-art-facility is spread
over more than 30,000 sq. ft. area and is located in Hyderabad, India. AnaCipher CRO has been
successfully audited by major regulatory agencies like, Drug Controller General of India (DCGI),
World Health Organization (WHO), United States Food and Drugs Administration (USFDA), National
Agency for Medicines and Health Products Safety (ANSM France), The Netherlands, UKs Medicines
and Healthcare Products Regulatory Agency (UK-MHRA), Thailand FDA, Chile ANAMED, etc.
The centre is equipped with 98-beds, monitoring stations, phlebotomy stations, four-bed ICU,
state-of-the-art analytical lab and capabilities of eCTD (Electronic Common Technical Document)
submission.
AnaCipher has a database of more than 9600 healthy human volunteers. AnaCipher along with
other CROs in Hyderabad, have tied up for the implementation of a Common Volunteer Database
Management System to track volunteers cross participation across these CROs.
The facility offers a complete range of BA/BE services, such as, bioavailability, bioequivalence,
pharmacokinetic, steady state studies, food effect studies, taste evaluation formulation studies, single
and multiple dose studies. The scope of these studies include study design, protocol preparation,
subject selection, pharmacokinetic and statistical data evaluation, study result reporting and archival
of study documents, in accordance with applicable regulations. More than 400 bioequivalence and
pharmacokinetic studies have been conducted at this facility by Indian, UK and European Innovator
and Generics Pharma Companies.
Regulatory Affairs:
Indoco has a team of 35 regulatory specialists who are engaged in submissions of DMFs (Drug Master
File), Dossiers and ANDAs (Abbreviated New Drug Application) to Regulatory Authorities across the
globe. The Company is equipped with 21 CFR (Code of Federal Regulations) (Part 11 compliant), eCTD,
SPL (Structured Product Labeling) software and established ESG (Electronic Submission Gateway) with
FDA and CESP (Common European Submission Platform) with European Agencies. Indocos regulatory
submissions in emerging markets are pursued aggressively as a result of which, more than 638 product
registrations have been received from 38 countries.
72
Total
India
PCT
Europe
USA
Japan
Finished Dosages
23
17
APIs
47
28
14
During the year, the Company was granted four patents by Indian Patents Office for manufacturing
processes of 4 APIs, viz., Olopatadine hydrochloride, Brinzolamide, Pregabalin and Nitro pyridine
derivatives.
Out of patent application filings for finished dosages, 4 patents are granted in India and for APIs,
12 patents are granted (8 patents in India, 2 in Europe and 2 is USA).
Indocos R&D efforts received due recognition with the Best Process Patent Award for three
international patents granted, two patents in US and one patent in EP for Process for preparation of
Lacosamide and some n-benzyl-propanamide intermediate derivatives and Process for the preparation
of Tapentadol. This award was presented at Indian Drug Manufacturers Associations 54th Annual
Day celebrations on January 23, 2016.
e) Human Resources:
With an effort to build transparent and effective communication with employees within the Organization,
the Human Resource (HR) Team launched the Human Resource Management System (HRMS) Portal,
viz., SAMWAD with features like Online Leave Management, Performance Management Systems
(PMS), etc.
Moving a step ahead towards the efforts for building leadership from within, HR started a new batch
of GEMS (Guiding, Empowering, Mentoring, Supporting) at the Corporate Office and Research Centre
under the mentoring and coaching initiative of the Organization. A convocation ceremony was held
for the 2013-15 GEMS batch, who successfully completed two years of the development program.
With a view to further sharpen the collective leadership skills of the senior management, a multifactor
leadership questionnaire(MLQ) assessment was conducted.
To strengthen the culture, shared values and beliefs, HR Team continued to perform various
engagement activities for employees at different locations, like Annual Pooja on Dusshera, Fun Fiesta
on Diwali,1st Anniversary celebration at CRO, Hyderabad and PACE-2016 a sports event on
Chairmans birthday.
The management addressed all the employees on the occasion of beginning of new sales year,
celebrating achievement of total revenue of ` 1000 crores and further shared the vision of the
Organisation. On this occasion, the employees collectively made a commitment for plantation of
1000 saplings, donation of 1000 bottles of blood and 1000 school kits, organizing 1000 dental camp
and 1000 de-worming of school kids in Africa.
The Company continued to organize an Annual Strategy Meet for its 170 senior managers from
marketing, as well as manufacturing and support functions to discuss and deliberate upon the
strategies of the Organization. As a part of this meet, a change initiative Wheels to Wings was
unveiled to accelerate the speed to achieve higher growth in the coming years.
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A S U R E S H G. K A R E
Enterprise
f) Future Outlook:
In line with the developments in domestic and global market, the company is aligning its strategies
to capitalise on its core competencies, viz., Research & Development and Manufacturing. With
the acquisition of a CRO, the Company is now completely integrated and will remain a preferred
partner, offering complete solutions to generic companies worldwide.
Going forward, the Companys business from US and EU territory is expected to grow speedily, as
ANDAs and Dossiers will be commercialized at regular intervals, as and when approved. While
surging ahead in the Regulated Markets, Indoco is also consolidating its position in the Emerging
markets through active brand promotion. Robust pipeline of products in multiple dosage forms,
accompanied with flexible business model will enable the Company to have upper edge over
competitors in international business.
At an appropriate time, the Company will have its own establishment in USA for marketing and
distribution of products with Indoco label through Distribution cum-marketing and logistic
companies.
The growth in Indian domestic market will be boosted by rise in consumer spending, rapid
urbanization, increase in healthcare insurance and changes in lifestyle patterns. Companys domestic
business continues to focus on brand building, new product launches and thrust on share in Acute &
Sub-chronic segments. The Company has re-structured its domestic business and has added field force
to accelerate growth and consolidate its prescription share from the speciality segments.
Expertise in Research & Development, backward integration of APIs in select products, newly
acquired CRO, excellence in finished dosages manufacturing and a strong customer base will
ensure consistent growth both in Indocos Domestic as well as International business. Additionally,
it will also exploit the larger opportunities through acquisitions and alliances in major markets for an
inorganic growth.
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A S U R E S H G. K A R E
Enterprise
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in India of the state affairs
of the company as at March 31, 2016 and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central
Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the Annexure A,
a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far
as appears from our examination of those books.
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report
are in agreement with the books of account.
d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,
2014;
e) on the basis of written representations received from the directors as on March 31, 2016 and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31,2016, from
being appointed as a director in terms of Section 164(2) of the Act;
f) with respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate report in Annexure B; and
g) with respect to the other matters to be included in the Auditors Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us :
i) the Company has disclosed the impact of pending litigations on its financial position in its
financial statements - Refer note 30 to the financial statements.
ii) the Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii) there has been no delay in transferring amounts, required to be transferred, to the Investor,
Education and Protection Fund by the company.
ForPATKAR & PENDSE
Chartered Accountants
Date
B. M. PENDSE
Partner
M. No. 32625
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76
ANNEXURE
(b) A
s explained to us all fixed assets had been physically verified by the management during the
year in a phased periodical manner, which in our opinion is reasonable, having regard to the
size of the Company and the nature of its assets. No material discrepancies were noticed on such
verification.
(c) A
ccording to the information and explanations given to us and on the basis of our examination of
the records of the Company, the title deeds of immovable properties are held in the name of the
Company.
2. A
s explained to us, inventories have been physically verified by the management at reasonable intervals
and in our opinion and as explained to us, there were no material discrepancies noticed on physical
verification of inventories as compared with the books of account.
3. T
he Company has granted loan to one body corporate covered in the register maintained under Section
189 of Companies Act, 2013.
(a) In our opinion, the rate of interest and other terms and conditions on which the loan had been
granted to the bodies corporate listed in the register maintained under Section 189 of the Act were
not, prima facie, prejudicial to the interest of the Company.
(b) In the case of loan granted to the body corporate listed in the register maintained under Section 189
of the Act, the borrower has been regular in the payment of the interest as stipulated.
(c) T
here is no overdue amount in respect of the loan granted to the body corporate listed in the register
maintained under Section 189 of the Act.
4. In our opinion and according to the information and explanations given to us, the Company has
complied with the provisions of Section 185 and 186 of the Act, with respect to the loans and investments
made.
5. According to the information and explanation given to us the Company has not accepted any deposits
from the public.
6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies
(Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d)
of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost
records have been maintained. We have, however, not made a detailed examination of the cost records
with a view to determine whether they are accurate or complete.
7. (a) According to the information and explanation given to us and on the basis of our examination
of the records of the Company, amounts deducted/accrued in the books of account in respect of
undisputed statutory dues including Provident Fund, Employees States Insurance, Income tax, Sales
tax, Service tax, Custom duty, Excise duty, Value Added tax, Cess and any other material statutory
dues have been regularly deposited during the year with the appropriate authorities. According
to the information and explanations given to us, no undisputed amounts payable in respect of the
77
A S U R E S H G. K A R E
Enterprise
aforesaid dues were in arrears as at March 31, 2016 for a period of more than six months from the
date they became payable.
(b) According to the information and explanation given to us the disputed statutory dues that have not
been deposited on account of matters pending before appropriate authorities are as under:
Sr.
No.
Particulars
Financial
year to which
matter pertains
Amount
Rupees in
Lakhs)
2007-08
2008-09
2009-10
2010-11
2011-12
2012-13
2013-14
2014-15
2015-16
0.59
0.11
7.37
4.40
0.58
0.39
0.75
2.24
4.74
1995 - 96
1997 - 98
1997 - 98
1997 - 98
CESTAT
Divisional Dy. Comn. Boisar
Honbl. Supreme Court
Divisional Dy. Comn. Mumbai
066
3.40
2.92
0.98
1998 - 99
2003 - 04
2005 - 06
2006 - 07
2007 - 08
Various
2010 - 14
1.64
2.71
1.25
91.97
247.21
11.20
279.55
2005 - 09
94.90
Sales Tax
2007 - 08
2009 - 10
2012 - 13
2012 - 14
9.03
11.18
50.58
103.94
8. In our opinion and according to the information and explanations given to us, the Company had not
defaulted in repayment of dues to a financial institution, bank or debenture holder.
9. In our opinion and according to the information and explanations given to us, the Company has raised
term loans and the term loans so raised have been applied for the purpose for which these were obtained.
The Company did not raise any money by way of initial public offer or further public offer (including
debt instruments).
10. According to the information and explanations given to us, no material fraud by the Company or on the
Company by its officers or employees has been noticed or reported during the course of our audit.
78
11. According to the information and explanations give to us and based on our examination of the records
of the Company, the Company has paid/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
12. In our opinion and according to the information and explanations given to us, the Company is not a
nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
13. According to the information and explanations given to us and based on our examination of the records
of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of
the Act where applicable and details of such transactions have been disclosed in the financial statements
as required by the applicable accounting standards.
14. According to the information and explanations give to us and based on our examination of the records
of the Company, the Company has not made any preferential allotment or private placement of shares
or fully or partly convertible debentures during the year.
15. According to the information and explanations given to us and based on our examination of the records
of the Company, the Company has not entered into non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act 1934.
ForPATKAR & PENDSE
Chartered Accountants
Date
B. M. PENDSE
Partner
M. No. 32625
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A S U R E S H G. K A R E
Enterprise
ANNEXURE - B
80
financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorisations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls over financial reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively
as at 31 March 2016, based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.
Chartered Accountants
Date
B. M. PENDSE
Partner
M. No. 32625
uuu
81
A S U R E S H G. K A R E
Enterprise
Balance Sheet
3
4
1,843.01
56,579.36
5
6
7
8
3,967.27
2,411.33
968.60
1,719.04
9
10
11
12
8,674.79
13,101.34
5,579.44
1,419.43
Total .........................................................
II.
58,422.37
9,066.24
28,775.00
1,843.01
49,994.71
51,837.72
1,285.35
2,701.53
968.65
1,502.71
7,305.58
11,862.83
4,087.71
2,602.15
96,263.61
6,458.24
25,858.27
84,154.23
ASSETS
13a
13b
13c
13d
14
15
33,580.81
3,895.50
581.89
4,897.93
261.09
7,033.10
16
17
18
19
20
21
1,520.78
16,297.30
18,772.30
1,389.11
7,861.38
172.42
Total .........................................................
Significant Accounting Policies .............
Notes on Financial Statements ................
50,250.32
46,013.29
29,493.20
4,448.05
2,602.63
3,668.70
64.12
5,734.64
14,619.85
15,364.39
1,528.17
6,588.85
41.63
96,263.61
46,011.34
38,142.89
84,154.23
1&2
3 to 44
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
82
(` lakhs)
Note No.
Income
1) Revenue from Operations (Gross) ......................
22
Current Year
Apr'15-Mar'16
1,01,042.91
86,484.96
(1,003.37)
(1,121.46)
1,00,039.54
85,363.50
123.38
174.15
1,00,162.92
85,537.65
23
Previous Year
Apr'14-Mar'15
Expenses
3) Cost of Materials Consumed ..............................
24a
29,408.37
26,407.39
24b
5,608.09
5,362.52
24c
(1,078.33)
(1,924.74)
25
18,216.98
13,963.96
26
4,317.87
2,167.15
27
26,335.91
22,867.47
28
13
82,808.89
68,843.75
17,354.03
16,693.90
1,226.72
1,034.21
6,033.74
4,711.31
10,093.57
10,948.38
2,233.42
3,061.12
(290.21)
(351.33)
5.21
256.01
(186.89)
(298.62)
Total Taxes
1,761.53
2,667.18
8,332.04
8,281.20
9.04
8.99
29
1&2
3 to 44
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
83
A S U R E S H G. K A R E
Enterprise
(A)
Previous Year
Apr14 - Mar15
10,093.57
10,948.38
Adjustments for :
6,033.74
4,711.31
(4.53)
(0.80)
32.41
0.90
(150.73)
(0.01)
682.39
738.45
Interest Income
(63.80)
(67.14)
(0.72)
(0.76)
(211.91)
(266.34)
1,273.48
7,590.33
1,380.32
17,683.90
6,495.93
17,444.31
Adjustments for:
3,453.11
4,761.80
(5,386.72)
(4,954.28)
Inventories
(1,677.44)
(3,793.53)
(B)
(3,611.05)
(3,986.01)
14,072.85
13,458.30
(2,730.51)
(2,467.74)
11,342.34
10,990.56
(9,768.93)
(8,870.88)
35.29
5.59
(1,727.76)
(19.60)
Investments matured
10.00
Interest Received
63.56
45.53
0.72
0.76
(11,387.12)
(8,838.60)
Contd...
84
(C)
Previous Year
Apr14 - Mar15
(1,266.82)
(1,363.62)
(3,299.47)
(1,508.04)
3,961.00
1,000.00
(303.31)
(216.14)
1,361.90
1,691.99
(422.95)
(1,667.62)
30.35
(2,063.43)
(14.43)
88.53
1,040.19
951.66
1,025.76
1,040.19
Notes:
1. The above Cash Flow Statement has been prepared under Indirect Method set out in AS-3, issued by Institute of Chartered
Accountants of India.
2. Figures in brackets indicate cash outgo.
3. Previous years figures have been regrouped and reclassified wherever necessary.
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
85
A S U R E S H G. K A R E
Enterprise
2.1
The financial statements of the Company have been prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under
provisions of the Companies Act, 2013. The financial statements have been prepared on accrual basis
under the historical cost convention.
All assets and liabilities have been classified as current or non-current as per the Companys normal
operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.
2.2
Use of Estimates
The preparation of the financial statements in conformity with Indian GAAP requires the Management to
make estimates and assumptions considered in the reported amounts of assets and liabilities (including
contingent liabilities) and the reported income and expenses during the year. The Management believes
that the estimates used in preparation of the financial statements are prudent and reasonable. Future
results could differ due to these estimates and the differences between the actual results and the estimates
are recognised in the periods in which the results are known / materialised.
2.3
Fixed Assets
Tangible Assets
Tangible Assets are stated at historical cost net of recoverable taxes such as CENVAT. In case of fixed
assets acquired for new projects / expansion, interest cost on borrowings & other related revenue expenses
such as salaries etc. are capitalised.
Intangible Assets
The cost of an intangible asset comprises its purchase price, including any import duties and other taxes
(other than those subsequently recoverable from the taxing authorities), and any directly attributable
expenditure on making the asset ready for its intended use and net of any trade discounts and rebates.
2.4
Project under which assets are not ready for their intended use and other capital work in progress are
carried at cost, comprising direct cost, related incidental expenses and attributable interest.
2.5
Depreciation on Fixed Assets is provided on the straight line method on all assets except assets at Waluj,
Rabale & HO which is provided on written down value method. However, depreciation on residential flat
at HO and plant and machinery at Rabale is provided on straight line method. Depreciation is provided
based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.
86
Intangible Assets
Trademarks / Technical Knowhow are recorded at their acquisition cost and amortized on the written
down value method over their estimated economic life.
All revenue expenditure incurred till the development of ANDAs / DMFs / Dossiers etc. are grouped
under intangible assets under development. Once the development is complete, the expenditure incurred
on the said project is capitalized & grouped under Intangible Assets and amortized based on best
estimated commercial revenue period, not exceeding 5 years. The carrying value of the capitalized
project is reviewed for impairment annually.
2.6
Borrowing Cost
Borrowing costs include interest, amortisation of ancillary costs incurred in connection with the
arrangement of Borrowings and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost.
Borrowing costs, directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the
cost of the respective asset. All other Borrowing costs are expensed in the period they occur.
2.7
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment
loss is charged to the Profit and Loss Statement in the year in which an asset is identified as impaired.
The impairment loss recognised in prior accounting period is reversed if there has been a change in the
estimate of recoverable amount.
2.8
Government grants are accounted when there is reasonable assurance that the enterprise will comply
with the conditions attached to them and it is reasonably certain that the ultimate collection will be
made. Capital grants related to specific fixed assets are reduced from the gross value of the respective
fixed assets. Revenue grants are recognized in the Profit & Loss account. Subsidies received from the State
Government are treated as reserves.
2.9
Investments
Current Investments are carried at lower of cost and quoted / fair value, computed category wise. Long
Term Investments are stated at cost. Provision for diminution in the value of long term investments is
made only if such a decline is other than temporary.
2.10 Inventories
Raw Materials, Packing Materials & Consumables are valued at cost or net realizable value, whichever is
lower.
Work-in-process is valued at cost including proportionate related overheads or net realizable value,
whichever is lower.
Finished goods are valued at cost or net realizable value, whichever is lower.
Research & Development costs of revenue nature are charged to Profit & Loss account when incurred.
Expenditure of capital nature is capitalised and depreciation is provided on these assets as per the
provisions as prescribed in Schedule II of the Companies Act, 2013.
87
A S U R E S H G. K A R E
Enterprise
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company
and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognised.
1. Sales of products are recognized when risk and rewards of ownership of the product are passed on
to the customers, which is generally on dispatch of goods.
2. Export sales are recognized on the basis of Bill of Lading / Airway Bills.
3.
4. Exports benefits available under prevalent scheme are accrued and accounted in the year in which
the goods are exported to the extent considered receivable.
5. Revenue from services rendered is recognised in the Profit and Loss account based on underlying
contract.
All sales revenues are stated at net of returns, discounts and sales tax.
Interest Income is accounted on accrual basis. Dividend income is accounted for when the right to
receive it is established.
1. Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the
date of the transaction or that approximates the actual rate at the date of the transaction.
2. Monetary items denominated in foreign currencies at the year end are restated at year end rates.
In case of items which are covered by forward exchange contracts the same are denominated at
forward rate. The premium / (discount) paid on forward contract is recognized over the life of the
contract.
Companys contribution to Provident, Superannuation Funds is accounted on accrual basis and charged
to Profit & Loss account. The Company also provides for unutilized leave benefits to its employees on
actuarial valuation. The companys contribution to LIC for group gratuity policy is charged to Profit and
Loss account each year.
Current tax is determined as the amount of tax payable in respect of taxable income for the year.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise to future economic
benefits in the form of adjustment of future income tax liability is considered as an asset if there is
convincing evidence that the company will pay normal tax after tax holiday period. Accordingly it is
recognized as an asset in the Balance Sheet when it is probable that the future economic benefit associated
with it will flow to the company and the asset can be measured reliably.
Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the
difference between taxable income and accounting income that originate in one period and are capable
of reversal in one or more subsequent years.
88
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of
extraordinary items, if any) by the weighted average number of equity shares outstanding as on reporting
date. The weighted average number of Equity Shares outstanding during the period is adjusted for events
such as Bonus issue, share split that have changed the number of equity shares outstanding, without a
corresponding change in resources.
2.19 Provisions
A provision is recognised when the Company has a present obligation as a result of past events and it
is probable that an outflow of resources will be required to settle the obligation in respect of which a
reliable estimate can be made. Provisions (excluding retirement benefits) are determined based on the
best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each
Balance Sheet date and adjusted to reflect the current best estimates.
contingent liability is a possible obligation that arises from past events whose existence will be confirmed
A
by the occurence or non occurence of one or more uncertain future events beyond the control of the
company or a present obligation that is not recognised because it is not probable that an outflow of
resources will be required to settle the obligation. A contigent liability also arises in extremely rare cases
where there is a liability that cannot be recognised because it cannot be measured reliabily. Contingent
liabilities are disclosed in the Note No.30.
Excise duty is accounted for as and when paid on the clearance of the goods from bonded premises.
Excise duty in respect of finished goods lying in bonded premises are provided for and included in the
valuation of inventory.
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
89
A S U R E S H G. K A R E
Enterprise
Notes
(` lakhs)
Previous Year
As at 31.03.2015
Authorised
12,50,00,000 Equity Shares of ` 2/- each (Previous Year
12,50,00,000 Equity Shares of ` 2/- each)
2,500.00
2,500.00
1,843.01
1,843.01
Particulars
1)
2)
2015-16
Equity Shares
Number
` lakhs
9,21,50,355
9,21,50,355
1,843.01
1,843.01
1 83 35 000
1 57 71 755
55 59 013
51 84 079
47 74 714
19.90%
17.12%
6.03%
5.63%
5.18%
2014-15
Equity Shares
Number
` lakhs
9,21,50,355
9,21,50,355
1,843.01
1,843.01
1 83 35 000
1 57 71 755
55 59 013
51 84 079
47 74 714
19.90%
17.12%
6.03%
5.63%
5.18%
90
Notes
Previous Year
As at 31.03.2015
a)
0.02
0.02
b)
6,420.93
6,420.93
c)
Capital Subsidy
(i) Tarapur Unit, Maharashtra ................................
(ii) Baddi Unit, Himachal Pradesh ..........................
(iii) Verna Unit, Goa ...............................................
7.50
30.00
25.00
62.50
7.50
30.00
25.00
62.50
(6.76)
(33.93)
22,817.64
21,317.64
1,500.00
1,500.00
24,317.64
22,817.64
20,727.55
16,192.31
8,332.04
8,281.20
29,059.59
24,473.51
d)
e)
f)
91
Current Year
As at 31.03.2016
(471.40)
(1,500.00)
(1,290.10)
(184.30)
(300.16)
25,785.03
(1,500.00)
(1,474.41)
(300.15)
20,727.55
TOTAL .....................................................................
56,579.36
49,994.71
A S U R E S H G. K A R E
Enterprise
Notes
Secured
a)
Term Loans from Banks
Indian rupee loan
Vehicle Loan
Unsecured
a)
Term Loan from Others
Foreign currency loan -External
Commercial Borrowings (ECB)
Current Year
As at
31.03.2016
Previous Year
As at
31.03.2015
3,936.56
30.71
941.60
-
343.75
3,967.27
1,285.35
TOTAL ............................................
Detailed terms of repayment of term loans from banks and security provided in respect of the secured long term
borrowings:
Note
No.
5.1
5.1
` 4,00,00,000
Terms of Repayment
Rate of Interest
11.25 % p.a.
Nature of Security
` 10,00,00,000/-
Terms of Repayment
Rate of Interest
11% p.a.
Nature of Security
92
Notes
5.1
Citi Bank
5.2
5.3
5.3
93
Amount Sanctioned
` 50,00,00,000/-
Terms of Repayment
Rate of Interest
9.50 % p.a.
Nature of Security
Vehicle Loan
Amount Sanctioned
` 41,00,000/-
Terms of Repayment
Rate of Interest
9.71 % p.a.
Nature of Security
Amount Sanctioned
USD 1,100,000
Terms of Repayment
Rate of Interest
Nature of Security
Amount Sanctioned
USD 45,00,000
Terms of Repayment
Rate of Interest
Nature of Security
A S U R E S H G. K A R E
Enterprise
Notes
a)
(` lakhs)
Previous Year
As at 31.03.2015
b)
Current Year
As at 31.03.2016
3,702.70
3,379.52
(634.98)
(529.84)
ii)
(129.10)
(148.15)
iii)
(161.44)
iv)
(365.85)
TOTAL ................................................................
2,411.33
2,701.53
321.99
335.71
b)
646.61
632.94
TOTAL ................................................................
968.60
968.65
1,228.16
1,059.54
b)
490.88
443.17
TOTAL ................................................................
1,719.04
1,502.71
94
Notes
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
2,859.26
1,605.80
-
2,727.24
1,507.21
300.00
Unsecured
Loans from Banks
(a) Cash Credit Facility . ..................................
(b) Foreign Currency Export Packing Credit . ...
(c) Packing Credit in Rupee ............................
(d) Working Capital Demand Loan .................
(e) Short Term Loan ........................................
809.73
2,100.00
1,300.00
361.89
9.24
400.00
1,000.00
1,000.00
8,674.79
7,305.58
TOTAL ............................................................
Note : C
ash Credit, Foreign Currency Export Packing Credit, Packing Credit in Rupee and Working Capital Demand Loan facilities
are part of Working Capital facilities availed from various Banks and are secured by hypothecation by way of first pari passu
charge on all its stocks and book debts.
95
Note
No.
Type of Loan
9.1
9.2
9.3
9.4
9.5
A S U R E S H G. K A R E
Enterprise
Notes
a)
Current Year
As at 31.03.2016
(` lakhs)
Previous Year
As at 31.03.2015
Trade payables
(i)
Acceptances.................................................
766.20
640.34
(ii)
12,335.14
11,222.49
TOTAL ................................................................
13,101.34
11,862.83
925.04
7.03
932.07
31.63
47.69
475.00
300.04
187.50
487.54
25.14
19.86
333.72
Unsecured
a)
Term Loans from Banks
Foreign Currency loan -ECB (Refer Note No. 5.3)
b)
Other Current Liabilities .......................................
364.33
3,728.72
343.75
2,877.70
TOTAL .................................................................
5,579.44
4,087.71
115.73
1,057.12
184.30
37.52
24.76
56.09
265.41
1,474.41
300.15
506.09
TOTAL .................................................................
1,419.43
2,602.15
96
97
A S U R E S H G. K A R E
Enterprise
i)
ii)
iii)
iv)
v)
i)
ii)
iii)
iv)
vi)
vii)
viii)
ix)
x)
xi)
xii)
xiii)
xiv)
xv)
C
D
8,890.91
6,136.00
54,728.47
48,141.29
Capital Work-in-Progress
Intangible Assets Under
Development
Total
1,032.30
643.83
1.15
7,213.63
45,837.56
42,005.29
Intangible Assets
Trade Mark
Computer Software
Technical Knowhow
ANDAs, DMFs, Dossiers,
etc.
4,694.09
1,956.03
4,676.11
2,300.27
1,718.46
485.01
993.47
43.43
2,751.09
411.83
593.66
11,720.26
12,425.85
800.86
267.14
Balance as
at April 01,
2015
Tangible Assets
Land
Buildings & Premises
Plant & Machinery
Handling Equipments
Pollution Control
Equipments
Laboratory Equipments
R&D Equipments
Plant - Utilities
Electrical Installations
Furniture & Fixtures
Office Equipments
Computers
Networking Instruments
Air-conditioning Units
Vehicles
1,702.60
2,754.91
9,631.97
6,601.90
210.50
1,492.10
7,929.37
3,846.99
2,081.29
0.72
750.80
211.81
214.70
86.86
165.10
80.05
53.83
1,844.03
967.40
1,432.95
28.71
11.12
172.80
14.72
172.80
14.72
9.56
2.19
57.51
103.54
-
Gross Block
Additions
Disposal /
Sale
10,593.51
8,890.91
64,187.64
54,728.47
1,032.30
854.33
1.15
8,705.73
4,442.86
3,000.18
20,787.22
15,613.55
721.51
537.50
1.09
3,182.76
16,344.36
12,613.37
1,431.95
1,333.67
1,667.76
1,263.94
878.67
353.57
834.18
42.38
1,067.00
228.82
6,775.38
1,956.75
5,417.35
2,512.08
1,933.16
571.87
1,156.38
43.43
2,831.14
408.15
53,594.13
45,837.56
7.67
3,151.66
3,444.48
426.83
211.78
2,255.15
1,404.84
6,033.74
4,711.31
77.31
101.26
2,076.58
3,778.59
3,306.47
747.92
372.78
384.31
348.29
170.15
60.82
85.16
220.71
36.43
0.18
363.28
923.22
47.18
18.16
37.84
471.40
433.56
109.63
9.04
109.63
9.04
9.40
2.00
38.26
59.97
-
6,698.01
4,442.86
26,711.33
20,787.22
798.82
638.76
1.09
5,259.34
20,013.32
16,344.36
2,179.87
1,706.45
2,042.67
1,612.23
1,048.82
414.39
917.34
42.38
1,287.71
226.99
7.85
3,514.94
4,307.73
474.01
229.94
2,437.69
12,687.66
13,755.26
829.57
278.26
Balance as
at March
31, 2016
Notes
(` lakhs)
2,602.63
3,668.70
40,212.58
42,956.13
4,448.05
33,941.25
-
310.79
106.33
0.06
4,030.87
29,493.20
-
3,262.14
622.36
3,008.35
1,036.33
839.79
131.44
159.29
1.05
1,684.09
183.01
585.99
8,568.60
8,981.37
374.03
55.36
581.89
4,897.93
3,895.50
4,448.05
37,476.31
33,941.25
233.48
215.57
0.06
3,446.39
33,580.81
29,493.20
4,595.51
250.30
3,374.68
899.85
884.34
157.48
239.04
1.05
1,543.43
181.16
2,429.84
9,172.72
9,447.53
355.56
48.32
NET BLOCK
As at
As at
March 31,
March 31,
2016
2015
Notes
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
42.12
42.12
200.20
5.00
5.00
6.77
4.90
4.90
258.99
52.02
2.00
2.00
0.10
0.10
10.00
2.10
12.10
261.09
64.12
1,482.72
251.54
25.12
4,833.21
5.74
434.77
554.28
165.29
12.13
4,646.32
21.45
335.17
TOTAL ..................................................................
7,033.10
5,734.64
1)
In Associate Company
(i) Indoco Analytical Solution LLP . ....................
(Contribution from Indoco Remedies Ltd.)
2)
Non-Trade Investment
Other than Subsidiary Companies
(i) Shivalik Solid Waste Management Ltd. Baddi .
[20,000 Shares of ` 10 each (Previous Year
20,000 Shares of ` 10 each)]
(ii) Shares of Saraswat Co-op. Bank Ltd. . ............
[1,000 Ordinary Shares of ` 10 each (Previous
Year 1,000 Ordinary Shares of ` 10 each)]
(iii) Shares of Jankalyan Sahakari Bank ................
(Previous Year 1,00,000 Shares of ` 10 each)
TOTAL ..................................................................
98
Notes
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
535.34
535.34
637.47
347.97
985.44
1520.78
TOTAL ...................................................................
Note 17 : Inventories
a)
b)
c)
d)
e)
7,233.38
2,404.59
5,201.37
1,085.74
372.22
6,413.10
2,089.54
4,297.70
1,226.13
593.38
TOTAL ...................................................................
16,297.30
14,619.85
b)
99
2,674.75
2,152.54
373.04
435.86
3,047.79
(373.04)
2,588.40
(435.86)
2,674.75
2,152.54
16,097.55
13,211.85
TOTAL ...................................................................
18,772.30
15,364.39
A S U R E S H G. K A R E
Enterprise
Notes
a)
b)
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
21.94
13.23
559.99
443.83
1,025.76
500.73
526.24
1,040.20
47.69
44.44
271.22
363.35
1,389.11
19.86
41.35
426.76
487.97
1,528.17
99.00
127.00
651.51
466.47
1,117.98
(466.47)
651.51
16.68
1,014.13
481.84
5,598.22
7,861.38
708.17
708.17
708.17
21.39
805.80
391.33
4,535.16
6,588.85
35.95
136.47
-
35.71
5.92
TOTAL ...................................................................
172.42
41.63
100
Notes
a)
b)
c)
d)
Current Year
Apr'15-Mar'16
Sale of Products
Domestic Sales .......................................................
Export Sales ............................................................
Previous Year
Apr'14-Mar'15
56,521.66
35,172.45
91,694.11
54,127.13
26,650.79
80,777.92
333.50
6,296.33
6,629.83
201.28
5,031.57
5,232.85
1,199.46
(36.19)
1,351.71
17.07
150.73
2,718.97
496.78
13.59
0.01
474.19
101,042.91
86,484.96
Less :
Excise Duty ............................................................
(1,003.37)
(1,121.46)
TOTAL ...................................................................
100,039.54
85,363.50
63.80
54.33
0.72
4.53
67.14
105.45
0.76
0.80
TOTAL ...................................................................
123.38
174.15
Sale of Services
Domestic Services ..................................................
Export Services .......................................................
Other Operating Revenue
Exchange Gain/(Loss) (Net) (other than
considered in Finance Cost) ...................................
Export Incentives ....................................................
Scrap Sale ..............................................................
Sundry Balance w/back ..........................................
101
A S U R E S H G. K A R E
Enterprise
Notes
a)
Current Year
Apr'15-Mar'16
Previous Year
Apr'14-Mar'15
6,413.10
30,228.65
(7,233.38)
29,408.37
4,555.57
28,264.92
(6,413.10)
26,407.39
5,608.09
5,362.52
4,297.70
1,226.13
2,089.54
7,613.37
3,567.84
612.96
1,507.83
5,688.63
(5,201.37)
(1,085.74)
(2,404.59)
(8,691.70)
(4,297.70)
(1,226.13)
(2,089.54)
(7,613.37)
(1,078.33)
(1,924.74)
TOTAL (a + b+ c) ...................................................
33,938.13
29,845.17
15,871.07
1,313.04
1,032.87
11,832.40
1,027.24
1,104.32
TOTAL....................................................................
18,216.98
13,963.96
b)
c)
1,564.62
753.87
b)
2,753.25
1,413.28
TOTAL ...................................................................
4,317.87
2,167.15
102
Notes
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
l)
m)
n)
o)
p)
q)
r)
s)
t)
u)
v)
103
Current Year
Apr'15-Mar'16
Previous Year
Apr'14-Mar'15
173.24
639.24
2,172.36
391.50
142.76
116.09
632.67
1,211.78
154.72
515.62
2,039.44
248.76
131.10
87.92
469.23
975.81
1,960.54
2,962.41
1,429.51
334.71
2,841.16
2,309.82
5,469.21
422.09
7.65
287.29
602.23
6.00
3.00
0.20
1,532.96
2,830.23
889.13
275.32
2,292.47
2,531.39
4,746.87
328.67
6.05
235.40
485.52
5.00
2.75
0.80
9.20
32.41
650.26
32.14
88.64
3,377.54
8.55
0.90
392.18
346.18
133.93
2,742.08
TOTAL ...................................................................
26,335.91
22,867.47
A S U R E S H G. K A R E
Enterprise
Notes
a)
b)
c)
Current Year
Apr'15-Mar'16
Previous Year
Apr'14-Mar'15
928.93
101.84
195.95
650.54
95.07
288.60
TOTAL ...................................................................
1,226.72
1,034.21
8,332.04
8,281.20
9,21,50,355
9,21,50,355
9.04
8.99
104
Notes
As at
March 31, 2015
441.79
441.79
643.49
21.12
65.00
586.16
6,023.49
363.94
23.34
81.60
162.12
637.32
200.00
200.00
A)
The Company had availed a factoring facility from a Bank who refused to pay the amount of USD 25,004 to the
Company on failure of a Customer to pay for the same. The case is pending in the City Civil Court.
The Company has filed case against a Stockiest under Section 138 under Negotiable Instruments Act 1881 for
Cheque Bounce of ` 1.50 Lakhs.
A CFA has filed a case against the company for recovery of the amount adjusted against credit note of ` 1.49
Lakhs the Company has disputed the Claim.
* Income Tax demand comprises of
a) TDS of ` 21.12 Lakhs (Previous year ` 15.88 Lakhs ) for Short Deduction appearing in traces.
b) Penalty demand of ` Nil (Previous year ` 7.46 Lakhs ) raised by assessing officer, as per order under
Section 271(1)(c) of the Income Tax Act 1961 due to disallowance pertaining to depreciation on land for
Assessment Year 2002-03, 2003-04. Company is in appeal before ITAT against said order.
** Sales Tax demand comprises of
a) ` 421.58 Lakhs (Previous year ` 421.58 Lakhs ) (` 172.16 Lakhs has been paid under protest Previous
year ` 163.03 Lakhs ) in respect of order from sales tax dept, Andhra Pradesh for classification dispute. The
Company has filed an appeal before High Court which is yet to be heard.
b) ` 20.21 Lakhs (Previous year ` 20.21 Lakhs ) as the amount of demand raised by sales tax officer for
Financial Year 2007-08 and 2009-10 on account of input credit of entry tax. Company has filed appeal
before Commissioner.
***Excise tax demand comprises of
a) Company appeal is pending before CESTAT for wrong availment of notification on exempted goods ` 0.66
Lakhs (Previous year ` 0.66 Lakhs).
b) Appeal pending before Dy Commissioner for classification dispute ` 5.04 Lakhs (Previous year ` 5.04
Lakhs).
c) Appeal pending before CESTAT for classification dispute ` 2.71 Lakhs (Previous year ` 2.71 Lakhs).
d) CENVAT credit on input service ` 91.97 Lakhs (Previous year ` 91.97 Lakhs), appeal pending before
CESTAT.
105
A S U R E S H G. K A R E
Enterprise
Notes
(` In lakhs)
Current Year
2015-16
701.18
572.38
3.63
114.13
974.95
26.35
0.72
493.05
139.73
106.50
61.53
3,194.15
Previous Year
2014-15
488.11
67.28
542.94
7.69
11.28
19.02
126.39
242.61
130.59
1,635.91
Note 32:
Expenditure incurred on R & D activities is as follows:
Additions in R & D Assets
Building .................................................................
Equipments & other capital expenditure .................
Total Capital Expenditure ......................................
Revenue Expenditure . ............................................
Total R & D Expenditure ........................................
392.21
852.84
1,245.05
4,317.87
5,562.92
488.11
1,147.80
1,635.91
2,167.15
3,803.06
esearch & Development expenses includes salary & wages, chemicals / materials consumed electricity, travel,
R
repairs, insurance premium and such similar expenses.
106
Notes
(` In lakhs)
Current Year
2015-16
Previous Year
2014-15
55,851.79
53,206.95
41,468.78
31,682.36
Total . .....................................................................
97,320.57
84,889.31
Note 35:
he Company is exposed to risk associated with foreign currency fluctuations as well as interest rate. The company
T
has entered into forward contract and derivative contracts to hedge the interest rate risk & currency risk. However
the company does not use these contracts for any speculative purposes.
he outstanding position of the forward contracts as at March 31, 2016 is ` 9,193.33 Lakhs (Previous Year
T
` 6,654.88 Lakhs) with Banks. Category wise break up is given here under:
A)
Forward Contract
As at March 31, 2016
In FCY
` In lakhs
` In lakhs
Receivables
USD
Euro
GBP
48,25,000
3,391.70
27,75,000
2,197.61
21,25,000
2,235.70
Sub total
29,75,000
1,955.45
12,86,625
1,040.13
25,04,138
2,642.85
7,825.01
5,638.43
107
USD
17,00,000
1,165.13
GBP
2,00,000
203.19
16,00,000
1,016.45
-
Sub Total
1,368.32
1,016.45
TOTAL
9,193.33
6,654.88
A S U R E S H G. K A R E
Enterprise
Notes
ECB Loan
PCFC
Letter of Credit - USD
Letters of Credit Euro
Bills on Collections USD
Bills on Collections Euro
Bills of Collections CHF
Bills of Collections GBP
$ 5,50,000.00
11,00,000.00
$ 9,64,548.00
23,61,750.00
$ 9,71,924.38
2,95,022.58
CHF
66,705.55
` In lakhs
364.38
1,047.20
639.01
1,781.47
643.90
222.54
46.03
-
$ 14,00,000.00
$ 8,00,000.00
$ 14,57,196.75
2,924.00
$ 4,47,672.00
2,64,013.15
CHF
45,330.90
1,111.00
` In lakhs
875.00
500.00
910.75
1.96
279.80
177.07
29.13
1.03
Note 36:
The company has opted to avail the option provided under paragraph 46A of AS 11: The Effects of changes in
Foreign Exchange Rates inserted vide notification dated December 29, 2011. Consequently, the foreign exchange
differences on long term Foreign Currency Monetary item is accumulated in a Foreign Currency Monetary item
Translation Difference Account and accordingly exchange loss on long term foreign currency loans have been
amortised over the balance period of such loans.
Note 37:
Related Party Disclosure as required by Accounting Standard 18 issued by the Institute of Chartered Accountants
of India.
I. Related Parties
(A) Enterprises that control or are controlled by the reporting company:
Holding Companies
NIL
Subsidiary Companies
I) Xtend Industrial Designers & Engineers
Pvt Ltd.
II) Indoco Pharmchem Limited
III) Indoco Remedies Singapore PTE Ltd.
Fellow Subsidiaries
NIL
(B)
(C)
(D)
(E)
108
Notes
Enterprises
that control or
are controlled
by reporting
company
Associates and
Joint Ventures
of reporting
company
Individuals
owning
and having
control over
the reporting
company and
their relatives
Key
Management
personnel and
their relatives
(A)
(B)
(C)
(D)
Agency arrangements
Remuneration paid
Transfer of research and
development
License agreements
Finance (including loans and
equity contributions in cash
or in kind)
Guarantees and collaterals
Management contracts
including for deputation of
employees
Receivable
Payable
(` In lakhs)
Enterprises
controlled
by key
management
personnel
(E)
C.Y.
P.Y
C.Y.
P.Y
C.Y
P.Y.
217.36
64.42
-
16.69
10.53
602.30
397.13
-
112.02
190.67
-
C.Y.
P.Y
C.Y
P.Y
229.68
131.21
12.95
13.26
13.72
39.91
34.37
0.85
7.73
C.Y
P.Y
C.Y
P.Y
C.Y
P.Y
99.00
130.61
75.33
30.12
III. Transactions with related parties in ordinary course/ not in normal course/ not on an arms length basis
(` In lakhs)
Particulars of transaction
109
C.Y.
P.Y
Associates and
Joint Ventures
of reporting
company
Enterprises
that control or
are controlled
by reporting
company
(A)
447.04
195.63
-
(B)
-
(C)
-
(D)
631.94
434.64
-
(E)
152.78
232.77
-
A S U R E S H G. K A R E
Enterprise
Notes
(a)
` In lakhs
` In lakhs
6,044.12
20.55
5,815.02
22.02
(b)
Previous Year
Apr14 Mar15
Imported ...........................................
23,364.25
79.45
20,592.37
77.98
Total . ......................................................
29,408.37
100.00
26,407.39
100.00
136.80
78.96
121.60
78.59
36.44
21.04
33.12
21.41
Total . ......................................................
173.24
100.00
154.72
100.00
i)
Note 39 :
Current Year
Apr15 Mar16
Previous Year
Apr14 Mar15
40,441.57
31,011.84
Note 40 :
Expenditure in Foreign Currency :
(a)
951.62
364.53
(b)
57.64
86.11
(c)
Others ....................................................................
1,427.81
1,305.47
Note 41 :
Value of Imports CIF Basis :
(a)
5,295.80
5,332.99
(b)
1,755.11
837.95
(c)
682.24
260.65
110
Notes
Previous Year
As as March 31, 2015
26.13
31.37
The above information regarding Micro Enterprises and small Enterprises has been determined on the basis of
information available with the Company. No interest has been accrued on delayed payments, if any.
Note 43 :
Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful life as specified
in Schedule II, except in certain assets as disclosed in the Accounting policy on Depreciation, Amortisation
and depletion. Accordingly the unamortised carrying value is being depreciated / amortised over the revised /
remaining useful lives. The written down value of Fixed Assets whose lives have expired at 1st April,2014 have
been adjusted net of tax , in the opening balance of Profit and Loss account amounting to ` 471.40 Lakhs in the
previous year.
Note 44 :
Previous years figures have been regrouped and reclassified wherever necessary.
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
111
A S U R E S H G. K A R E
Enterprise
Financial Highlights
(` lakhs)
OPERATIONAL REVIEW
Current Year
2015-16
Previous Year
2014-15
1)
101,043
86,485
2)
17,231
16,519
3)
6,034
4,711
4)
1,227
1,034
5)
PBT .......................................................................
10,093
10,948
6)
PAT ........................................................................
8,332
8,281
FINANCIAL STRUCTURE
1)
42,956
40,213
2)
Investments ............................................................
261
64
3)
7,033
5,734
4)
46,013
38,143
5)
96,263
84,154
6)
58,422
51,838
7)
9,066
6,458
8)
28,775
25,858
9)
96,263
84,154
17.71
19.46
2)
8.56
9.76
3)
0.07
0.02
4)
9.97
13.73
5)
14.30
16.00
6)
12.30
14.20
112
Financial Highlights
Operational Results
Particulars
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
11)
12)
13)
14)
15)
16)
17)
2015-16
2014-15
2013-14
2012-13
(` lakhs)
2011-12
100,163
85,538
72,946
63,189
57,103
33,938
18,217
26,336
4,318
1,227
6,034
10,093
1,948
187
8,332
6,558
-
29,845
13,965
22,868
2,167
1,034
4,711
10,948
2,966
299
8,281
6,507
-
26,917
12,936
19,469
1,443
1,880
3,091
7,210
1,421
5,789
4,280
-
26,257
10,801
15,445
1,290
2,187
2,372
4,837
1,539
968
4,266
3,080
-
24,498
8,214
14,627
1,080
1,633
1,925
5,126
1,392
900
4,634
3,456
37.72
9.04
8.99
6.28
4.63
63.40
0.07
56.25
0.02
49.59
0.03
44.93
0.07
309.24
33,581
3,895
582
4,898
261
7,033
46,013
29,493
4,448
2,603
3,669
64
5,734
38,143
29,392
3,136
2,436
1,976
45
5,504
30,120
28,871
3,272
2,199
1,579
40
5,683
27,290
28,158
2,004
1,689
1,572
12
5,520
26,201
96,263
84,154
72,609
68,934
65,156
1,843
56,579
1,843
49,995
1,843
43,854
1,843
39,561
1,229
36,767
3,967
2,411
969
1,719
28,775
1,285
2,702
968
1,503
25,858
1,379
3,053
918
1,634
19,928
2,739
3,481
920
682
19,708
4,624
2,938
915
456
18,227
96,263
84,154
72,609
68,934
65,156
0.12
Financial Summary
Assets Employed
1) Fixed Assets (Net)
(a) Tangible Assets
(b) Intangible Assets
(c) Capital Work In Progress
(d) Intangible Assets Under Development
2) Investments
3) Long Term Loans & Advances
4) Current Assets
Total Assets
Financed By
1) Share Capital
2) Reserves & Surplus
3) Non Current Liabilities
(a) Long Term Borrowings
(b) Deferred Tax Liabilities (Net)
(c) Other Long Term Liabilities
(d) Long Term Provisions
4) Current Liabilities
Total Funds
113
A S U R E S H G. K A R E
Enterprise
FINANCIAL PERFORMANCE
(` lakhs)
Financial Year ended
March 31, 2016
1,01,043
86,485
(1,003)
(1,121)
1,00,040
85,364
123
174
1,00,163
85,538
17,354
16,693
1,227
1,034
6,034
4,711
10,093
10,948
Current .......................................................
2,233
3,061
Deferred .....................................................
(290)
(351)
256
(187)
(299)
8,332
8,281
20,729
16,193
29,061
24,474
1,290
184
1,474
300
300
Appropriations :
471
1,500
1,500
25,787
20,729
29,061
24,474
114
115
A S U R E S H G. K A R E
Enterprise
evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Holding Companys Board of Directors, as well as evaluating the overall presentation
of the consolidated financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
audit opinion on the consolidated financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
consolidated financial statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of the
consolidated state of affairs of the Company, as at March 31, 2016, and their consolidated profit and their
consolidated cash flows for the year ended on that date.
Other Matter
We did not audit the financial statements / financial information of two of the three subsidiaries, whose
financial statements reflect total assets of ` 529.55 lakhs as at March 31, 2016, total revenues of ` 336.66 lakhs
and net cash inflows amounting to ` 4.01 lakhs for the year then ended, as considered in the consolidated
financial statements. These financial statements / financial information have been audited by other auditors
whose reports have been furnished to us by the Management and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiaries and
our report in terms of Sub-Sections(3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid
subsidiaries is based solely on the reports of the other auditors. Our opinion on the consolidated financial
statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect
of this matter with respect to our reliance on the work done and the reports of the other auditors.
Report on other legal and regulatory requirements
1. As required by Sub-Section 3 of Section 143 of the Act, we report, to the extent applicable, that:
a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated
financial statements.
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those
books.
c. The consolidated Balance Sheet, the consolidated statement of Profit and Loss, and the consolidated
cash flow statement dealt with by this Report are in agreement with the relevant books of account
maintained for the purpose of preparation of the consolidated financial statements.
d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules,2014.
e.
On the basis of the written representations received from the directors of the Holding Company
as on March 31, 2016 taken on record by the Board of Directors of the Holding Company and
the report of the statutory auditors of its subsidiary companies incorporated in India, none of the
116
Directors of the Group companies incorporated in India is disqualified as on March 31, 2016 from
being appointed as a Director of that company in terms of Sub-Section 2 of Section 164 of the
Act.
f.
With respect to the adequacy of the internal financial controls over financial reporting of the Group
and the operating effectiveness of such controls, refer to our separate report in Annexure; and
g.
With respect to the other matters to be included in the Auditors Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us :
(i) The consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group,
(ii) As required under the applicable law or Accounting Standards the Company did not have any
long-term contracts including derivative contracts for which there were any material foreseeable
losses, and
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Holding Company and subsidiary companies incorporated
in India.
ForPATKAR & PENDSE
Chartered Accountants
Date
B. M. PENDSE
Partner
M. No. 32625
uuu
117
A S U R E S H G. K A R E
Enterprise
ANNEXURE
118
Date
B. M. PENDSE
Partner
M. No. 32625
uuu
119
A S U R E S H G. K A R E
Enterprise
(` lakhs)
Note No.
Current Year
Previous Year
As at 31.03.2016
As at 31.03.2015
I.
(1)
3
4
1,843.01
56,586.70
5
6
7
8
3,967.27
2,414.96
968.61
1,721.06
(4)
Current Liabilities
(a) Short Term Borrowings ...........................
(b) Trade Payables .......................................
(c) Other Current Liabilities .........................
(d) Short Term Provisions . ...........................
9
10
11
12
8,751.45
13,131.11
5,586.74
1,403.03
Total .........................................................
(2)
ASSETS
Non Current Assets . .....................................
(a) Fixed Assets
(i) Tangible Assets ...............................
(ii) Intangible Assets ..............................
(iii) Capital Work In Progress . ................
(iv) Intangible Assets Under Development
(b) Goodwill on Consolidation ....................
(c) Non Current Investments ........................
(d) Long Term Loans And Advances ............
(e) Other Non Current Investments ..............
Current Assets
(a) Current Investments . ..............................
(b) Inventories .............................................
(c) Trade Receivables ..................................
(d) Cash and Bank Balances ........................
(e) Short Term Loans And Advances ............
(f) Other Current Assets ..............................
9,071.90
28,872.33
1,285.35
2,706.72
968.65
1,504.47
7,537.67
11,985.56
4,096.71
2,592.23
96,374.62
14
15
16
33,586.74
3,896.25
581.89
4,897.93
30.52
7.00
7,056.47
17
18
19
20
21
22
1,520.78
16,519.13
18,883.39
1,404.44
7,816.95
173.13
13a
13b
13c
13d
Total .........................................................
Significant Accounting Policies
Notes on Financial Statements
51,879.97
0.68
(2)
(3)
II.
(1)
58,429.71
1,843.01
50,036.96
50,056.80
46,317.82
6,465.19
26,212.17
84,557.33
29,500.35
4,449.60
2,602.63
3,668.70
30.52
17.00
5,752.82
0.07
14,912.13
15,538.38
1,539.85
6,504.27
41.01
96,374.62
46,021.69
38,535.64
84,557.33
1&2
3 to 45
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
120
(` lakhs)
Note No.
Income
1)
23
Current Year
Apr'15-Mar'16
1,01,379.09
86,816.84
(1,003.37)
(1,121.46)
1,00,375.72
85,695.38
111.96
170.93
1,00,487.68
85,866.31
24
Previous Year
Apr'14-Mar'15
Expenses
3)
25a
29,611.70
26,606.44
4)
25b
5,608.09
5,362.52
5)
25c
(1,078.33)
(1,924.74)
6)
26
18,263.33
14,003.76
7)
27
4,317.87
2,167.15
8)
28
26,419.55
22,929.54
83,142.21
69,144.67
17,345.47
16,721.64
9)
29
1,250.55
1,058.17
13
10)
6,036.91
4,708.82
10,058.01
10,954.65
2,233.42
3,063.17
(291.76)
(347.16)
5.21
256.01
12)
(186.89)
(298.62)
1,759.98
2,673.40
8,298.03
8,281.25
9.00
8.99
30
1&2
3 to 45
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
121
A S U R E S H G. K A R E
Enterprise
(` lakhs)
Current Year
Apr15-Mar16
(A)
Previous Year
Apr14-Mar15
Adjustments for :
10,058.01
10,954.65
6,036.91
4,708.82
(4.53)
(0.80)
32.41
0.90
0.07
0.07
(150.73)
(0.01)
682.39
738.45
Interest Income
(52.38)
(63.92)
(0.72)
(0.76)
(211.91)
(266.34)
1,297.31
7,628.82
1,404.29
17,686.83
6,520.70
17,475.35
Adjustments for:
(B)
3,361.59
4,735.13
(5,366.88)
(4,945.40)
Inventories
(1,607.00)
(3,890.34)
(3,612.29)
(4,100.61)
14,074.54
13,374.74
(2,740.80)
(2,471.09)
11,333.74
10,903.65
Purchases of Investments
Investments matured
Interest Received
(9,770.05)
(8,873.76)
35.29
5.59
(1,520.78)
10.00
(19.60)
48.54
45.91
0.72
0.76
(11,196.28)
(8,841.10)
Contd...
122
(C)
Previous Year
Apr14-Mar15
(1,290.65)
(1,387.58)
(3,299.47)
(1,508.18)
0.68
3,961.00
1,000.00
(303.31)
(216.14)
1,206.47
1,787.24
(422.95)
(1,667.62)
(148.23)
(1,992.28)
(10.77)
70.27
1,046.87
976.60
1,036.10
1,046.87
Notes:
1. The above Cash Flow Statement has been prepared under Indirect Method set out in AS-3, issued by Institute of Chartered
Accountants of India.
2. Figures in brackets indicate cash outgo.
3. Previous years figures have been regrouped and reclassified wherever necessary.
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
123
A S U R E S H G. K A R E
Enterprise
CORPORATE INFORMATION
Indoco Remedies Limited (the Company) is a public Limited Company domiciled in India and incorporated under
the provision of the Companies Act, VII of 1913. Its Shares are listed on two stock exchanges in India. Indoco
Remedies Limited is engaged in the manufacturing and marketing of Formulations (Finished Dosage Forms) and
Active Pharmaceutical Ingredients (APIs). The Company caters to both Domestic and International markets. The
Company has three subsidiaries Xtend Industrial Designers and Engineers Pvt Ltd, Indoco Pharmchem Ltd. and
Indoco Remedies Singapore PTE Ltd.
2.
2.1
The financial statements of the Company have been prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under
provisions of the Companies Act, 2013. The financial statements have been prepared on accrual basis
under the historical cost convention.
All assets and liabilities have been classified as current or non-current as per the Companys normal
operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.
2.2
Principles of Consolidation
The consolidated financial statements relate to Indoco Remedies Limited (the Company) and its subsidiary
companies. The consolidated financial statements have been prepared on the following basis:
The financial statements of the Company and its subsidiary companies are combined on a line-by-line
basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully
eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard
(AS) 21 - Consolidated Financial Statements
The difference between the cost of investment in the subsidiaries, over the net assets at the time of
acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital
Reserve as the case may be.
Minority Interests share of net profit of consolidated subsidiaries for the year is identified and adjusted
against the income of the group in order to arrive at the net income attributable to shareholders of the
Company.
Minority Interests share of net assets of consolidated subsidiaries is identified and presented in the
consolidated balance sheet separate from liabilities and the equity of the Companys shareholders.
The preparation of the financial statements in conformity with Indian GAAP requires the Management to
make estimates and assumptions considered in the reported amounts of assets and liabilities (including
contingent liabilities) and the reported income and expenses during the year. The Management believes
that the estimates used in preparation of the financial statements are prudent and reasonable. Future
results could differ due to these estimates and the differences between the actual results and the estimates
are recognised in the periods in which the results are known / materialised.
2.4
Fixed Assets
Tangible Assets
Tangible Assets are stated at historical cost net of recoverable taxes such as CENVAT. In case of fixed
assets acquired for new projects / expansion, interest cost on borrowings & other related revenue expenses
such as salaries etc. are capitalised.
124
Intangible Assets
The cost of an intangible asset comprises its purchase price, including any import duties and other taxes
(other than those subsequently recoverable from the taxing authorities), and any directly attributable
expenditure on making the asset ready for its intended use and net of any trade discounts and rebates.
2.5
Project under which assets are not ready for their intended use and other capital work in progress are
carried at cost, comprising direct cost, related incidental expenses and attributable interest.
2.6
Depreciation on Fixed Assets is provided on the straight line method on all assets except assets at Waluj,
Rabale, HO & XIDEL which is provided on written down value method. However, depreciation on
residential flat at HO and plant and machinery at Rabale is provided on straight line method. Depreciation
is provided based on the useful life of the assets as prescribed in Schedule II of the Companies
Act, 2013.
Intangible Assets
Trademarks / Technical Knowhow are recorded at their acquisition cost and amortized on the written
down value method over their estimated economic life.
All revenue expenditure incurred till the development of ANDAs / DMFs / Dossiers etc. are grouped
under intangible assets under development. Once the development is complete, the expenditure incurred
on the said project is capitalized & grouped under Intangible Assets and amortized based on best
estimated commercial revenue period, not exceeding 5 years. The carrying value of the capitalized
project is reviewed for impairment annually.
2.7
Borrowing Cost
Borrowing costs include interest, amortisation of ancillary costs incurred in connection with the
arrangement of Borrowings and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost.
Borrowing costs, directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the
cost of the respective asset. All other Borrowing costs are expensed in the period they occur.
2.8
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment
loss is charged to the Profit and Loss Statement in the year in which an asset is identified as impaired.
The impairment loss recognised in prior accounting period is reversed if there has been a change in the
estimate of recoverable amount.
2.9
Government grants are accounted when there is reasonable assurance that the enterprise will comply
with the conditions attached to them and it is reasonably certain that the ultimate collection will be
made. Capital grants related to specific fixed assets are reduced from the gross value of the respective
fixed assets. Revenue grants are recognized in the Profit & Loss account. Subsidies received from the State
Government are treated as reserves.
2.10 Investments
Current Investments are carried at lower of cost and quoted / fair value, computed category wise. Long
Term Investments are stated at cost. Provision for diminution in the value of long term investments is
made only if such a decline is other than temporary.
125
A S U R E S H G. K A R E
Enterprise
2.11 Inventories
Raw Materials, Packing Materials & Consumables are valued at cost or net realizable value, whichever is
lower.
Work-in-process is valued at cost including proportionate related overheads or net realizable value,
whichever is lower.
Finished goods are valued at cost or net realizable value, whichever is lower.
Research & Development costs of revenue nature are charged to Profit & Loss account when incurred.,
Expenditure of capital nature is capitalised and depreciation is provided on these assets as per the
provisions as prescribed in Schedule II of the Companies Act, 2013.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company
and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognised.
1. Sales of products are recognized when risk and rewards of ownership of the product are passed on
to the customers, which is generally on dispatch of goods.
2.
Export sales are recognized on the basis of Bill of Lading / Airway Bills.
3.
All sales revenues are stated at net of returns, discounts and sales tax.
4. Exports benefits available under prevalent scheme are accrued and accounted in the year in which
the goods are exported to the extent considered receivable
5. Revenue from services rendered is recognised in the Profit and Loss account based on underlying
contract
Interest Income is accounted on accrual basis. Dividend income is accounted for when the right to
receive it is established.
1. Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the
date of the transaction or that approximates the actual rate at the date of the transaction.
2. Monetary items denominated in foreign currencies at the year end are restated at year end rates.
In case of items which are covered by forward exchange contracts the same are denominated at
forward rate. The premium / (discount) paid on forward contract is recognized over the life of the
contract.
Companys contribution to Provident, Superannuation Funds is accounted on accrual basis and charged
to Profit & Loss account. The Company also provides for unutilized leave benefits to its employees on
actuarial valuation. The companys contribution to LIC for group gratuity policy is charged to Profit and
Loss account each year
126
Current tax is determined as the amount of tax payable in respect of taxable income for the year.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise to future economic
benefits in the form of adjustment of future income tax liability is considered as an asset if there is
convincing evidence that the company will pay normal tax after tax holiday period. Accordingly it is
recognized as an asset in the Balance Sheet when it is probable that the future economic benefit associated
with it will flow to the company and the asset can be measured reliably.
Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the
difference between taxable income and accounting income that originate in one period and are capable
of reversal in one or more subsequent years.
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of
extraordinary items, if any) by the weighted average number of equity shares outstanding as on reporting
date. The weighted average number of Equity Shares outstanding during the period is adjusted for events
such as Bonus issue, share split that have changed the number of equity shares outstanding, without a
corresponding change in resources.
2.20 Provisions
A provision is recognised when the Company has a present obligation as a result of past events and it
is probable that an outflow of resources will be required to settle the obligation in respect of which a
reliable estimate can be made. Provisions (excluding retirement benefits) are determined based on the
best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each
Balance Sheet date and adjusted to reflect the current best estimates.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurence or non occurence of one or more uncertain future events beyond the control of the
company or a present obligation that is not recognised because it is not probable that an outflow of
resources will be required to settle the obligation. A contigent liability also arises in extremely rare cases
where there is a liability that cannot be recognised because it cannot be measured reliabily. Contingent
liabilities are disclosed in the Note No.31.
Excise duty is accounted for as and when paid on the clearance of the goods from bonded premises.
Excise duty in respect of finished goods lying in bonded premises are provided for and included in the
valuation of inventory.
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
127
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
(` lakhs)
Previous Year
As at 31.03.2015
Authorised
12,50,00,000 Equity Shares of ` 2/- each
(Previous Year 12,50,00,000 Equity Shares of ` 2/- each)
2,500.00
2,500.00
1,843.01
1,843.01
Particulars
2015-16
Equity Shares
Number
` lakhs
9,21,50,355
9,21,50,355
1,843.01
1,843.01
1 83 35 000
1 57 71 755
55 59 013
51 84 079
47 74 714
19.90%
17.12%
6.03%
5.63%
5.18%
2014-15
Equity Shares
Number
` lakhs
9,21,50,355
9,21,50,355
1,843.01
1,843.01
1 83 35 000
1 57 71 755
55 59 013
51 84 079
47 74 714
19.90%
17.12%
6.03%
5.63%
5.18%
128
Notes (Consolidated)
129
a)
Capital Reserve
Opening balance . .....................................................
Add : On consolidation of Subsidiary (Net) ...............
b)
c)
Capital Subsidy
(i) Tarapur Unit, Maharashtra ................................
(ii) Baddi Unit, Himachal Pradesh ..........................
(iii) Verna Unit, Goa ...............................................
d)
e)
General Reserve
Opening balance . .....................................................
Add : Transferred from Surplus in Statement
of Profit & Loss . ...............................................
Add : On consolidation of Subsidiary (Net)
Closing Balance ........................................................
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
21.04
21.04
12.64
8.40
21.04
6,420.93
6,420.93
7.50
30.00
25.00
62.50
7.50
30.00
25.00
62.50
(6.76)
(33.93)
22,818.14
21,317.84
1,500.00
1,500.10
24318.14
0.20
22,818.14
0.25
0.25
20748.28
16,198.03
8,298.03
8,281.25
29,046.31
-
15.20
24494.48
0.14
f)
g)
(471.40)
(1,500.00)
(1,290.10)
(184.84)
(300.27)
25,771.10
(1,500.10)
(1,474.41)
(300.15)
20,748.28
TOTAL ......................................................................
56,586.70
50,036.96
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
Secured
a)
Term Loans from Banks
Indian rupee loan
Vehicle Loan from Bank
Unsecured
a)
Term Loan from Others
Foreign currency loan -External
Commercial Borrowings (ECB)
Current Year
As at
31.03.2016
Previous Year
As at
31.03.2015
3,936.56
30.71
941.60
-
343.75
3,967.27
1,285.35
TOTAL ...................................
Detailed terms of repayment of term loans from banks and security provided in respect of the secured long term
borrowings:
Note
No.
5.1
5.1
` 4,00,00,000
Terms of Repayment
Rate of Interest
11.25 % p.a.
Nature of Security
` 10,00,00,000/-
Terms of Repayment
Rate of Interest
11% p.a.
Nature of Security
130
Notes (Consolidated)
5.1
Citi Bank
5.2
5.3
5.3
131
Amount Sanctioned
` 50,00,00,000/-
Terms of Repayment
Rate of Interest
9.50 % p.a.
Nature of Security
Vehicle Loan
Amount Sanctioned
` 41,00,000/-
Terms of Repayment
Rate of Interest
9.71 % p.a.
Nature of Security
Amount Sanctioned
USD 1,100,000
Terms of Repayment
Rate of Interest
Nature of Security
Amount Sanctioned
USD 45,00,000
Terms of Repayment
Rate of Interest
Nature of Security
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
a)
(` lakhs)
Previous Year
As at 31.03.2015
b)
Current Year
As at 31.03.2016
3,708.12
3,385.31
3,708.12
3,385.31
(636.77)
(530.44)
ii)
(129.10)
(148.15)
iii)
(161.44)
iv)
(365.85)
TOTAL .................................................................
(1,293.16)
(678.59)
2,414.96
2,706.72
321.99
335.71
b)
646.62
632.94
TOTAL .................................................................
968.61
968.65
1,228.16
1,059.54
b)
492.90
444.93
TOTAL .................................................................
1,721.06
1,504.47
132
Notes (Consolidated)
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
2,859.26
1,605.80
2,727.24
1,507.21
300.00
Unsecured
Loans from Banks
(a) Cash Credit Facility . ..................................
(b) Foreign Currency Export Packing Credit . ...
(c) Packing Credit in Rupees ...........................
(d) Working Capital Demand Loan .................
(e) Short Term Loan ........................................
36.66
809.73
2,100.00
1,300.00
503.98
9.24
400.00
1,000.00
1,000.00
40.00
90.00
8,751.45
7,537.67
TOTAL ............................................................
Note : C
ash Credit, Foreign Currency Export Packing Credit, Packing Credit in Rupee and Working Capital Demand Loan facilities are
part of Working Capital facilities availed from various Banks and are secured by hypothecation by way of first pari passu charge
on all its stocks and book debts. Cash Credit facility of ` 36.66 Lakhs (P.Y. ` 142.09 lakhs) is availed from Yes Bank Ltd. and it
is secured by corporate guarantee of ` 200 lakhs issued by Indoco Remedies Ltd.
Note
No.
133
Type of Loan
9.1
9.2
9.3
9.4
9.5
9.6
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
a)
Current Year
As at 31.03.2016
(` lakhs)
Previous Year
As at 31.03.2015
Trade payables
(i)
Acceptances.................................................
766.20
640.34
(ii)
12,364.91
11,345.22
TOTAL .................................................................
13,131.11
11,985.56
925.04
7.03
932.07
31.63
47.69
477.63
300.04
187.50
487.54
25.14
19.86
331.84
Unsecured
Term Loans from Banks
Foreign Currency loan -ECB (Refer Note No. 5.3)
Other Current Liabilities .......................................
364.33
3,733.39
343.75
2,888.58
TOTAL .................................................................
5,586.74
4,096.71
116.58
1,060.20
184.30
0.54
37.63
3.78
56.28
265.99
1,474.41
300.15
495.40
TOTAL .................................................................
1,403.03
2,592.23
a)
b)
c)
d)
a)
b)
Secured
Term Loans from Banks
Indian Rupee loan (Refer Note No. 5.1) . .............
Vehicle Loan from Bank (Refer Note No. 5.2) . .....
Foreign Currency loan -ECB (Refer Note No. 5.3)
134
135
A S U R E S H G. K A R E
Enterprise
Tangible Assets
165.10
i) Trade Mark
48,143.93
Total
Capital Work-in-Progress
Intangible Assets Under Development
Previous year
6,137.26
Previous year
54,733.81
8,893.18
7,213.63
1.15
646.10
1,032.30
42,006.67
Intangible Assets
45,840.63
Previous year
411.83
2,751.08
xv) Vehicles
43.43
996.77
xii) Computers
86.86
485.01
211.81
6,604.74
9,633.12
2,755.92
1,702.60
1,492.10
210.50
3,848.82
7,930.52
53.83
80.06
214.70
2,300.27
1,718.45
750.80
0.72
2,081.29
11.12
28.72
1,434.08
967.40
1,844.03
Additions
1,956.03
4,676.26
267.14
801.25
12,425.09
593.66
11,720.26
i) Land
Balance as
at April 01,
'2015
C
D
Particulars
14.72
172.80
14.72
172.80
57.51
2.19
9.56
103.54
Disposal /
Sale
Gross Block
0.14
0.14
878.67
353.57
835.67
42.38
1,067.00
228.82
571.87
1,159.68
43.43
2,831.14
408.15
54,733.81
64,194.13
8,893.18
15,612.68
20,783.86
3,000.59
4,443.58
1.09
3,182.76
1.15
8,705.73
10,595.78
721.51
538.22
856.60
12,612.09
1,032.30
45,840.63
16,340.28
1,263.94
2,512.08
1,933.15
1,431.95
6,775.39
1,333.67
211.78
278.26
1,667.77
426.86
829.97
1,956.75
3,438.87
13,755.63
5,417.50
7.67
3,151.66
2,437.69
53,598.35
4,712.85
6,036.91
1,405.16
2,255.95
2,076.58
102.06
77.31
3,307.69
3,780.96
36.43
220.71
86.12
60.82
170.15
348.29
384.34
372.78
747.92
18.16
47.24
924.54
363.28
0.18
471.40
37.83
433.57
9.04
109.63
9.04
109.63
38.26
2.00
9.40
59.97
4.03
4.03
20,783.86
26,711.14
4,443.58
6,699.53
5,259.34
1.09
640.28
798.82
16,340.28
20,011.61
226.99
1,287.71
42.38
919.79
414.39
1,048.82
1,612.23
2,042.71
1,706.45
2,179.87
229.94
474.10
4,303.44
3,514.94
7.85
12,687.66
Adjustments Balance as
at March
31, '2016
Notes (Consolidated)
42,962.81
581.89
4,897.93
33,949.95
37,482.99
4,449.60
3,896.25
3,446.39
0.06
216.32
233.48
29,500.35
33,586.74
181.16
1,543.43
1.05
239.89
157.48
884.33
899.85
3,374.79
250.30
4,595.52
48.32
355.87
9,452.19
9,172.72
2,429.84
As at
March 31,
'2016
40,221.28
2,602.63
3,668.70
33,949.95
4,449.60
4,030.87
0.06
107.88
310.79
29,500.35
183.01
1,684.08
1.05
161.10
131.44
839.78
1,036.33
3,008.49
622.36
3,262.15
55.36
374.39
8,986.22
8,568.60
585.99
As at
March 31,
'2015
Net Block
(` lakhs)
Notes (Consolidated)
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
2.00
2.00
4.90
4.90
0.10
0.10
10.00
TOTAL ...................................................................
7.00
17.00
1,482.72
253.90
25.12
4,833.21
5.74
455.78
554.28
166.39
12.13
4,646.32
21.45
352.25
TOTAL...................................................................
7,056.47
5,752.82
0.07
TOTAL ...................................................................
0.07
c)
136
Notes (Consolidated)
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
535.34
535.34
637.47
347.97
985.44
1,520.78
7,454.67
2,404.59
5,201.37
1,085.74
372.76
6,693.78
2,089.54
4,297.70
1,226.13
604.98
TOTAL ...................................................................
16,519.13
14,912.13
TOTAL ...................................................................
Note 18 : Inventories
a)
b)
c)
d)
e)
b)
137
2,774.33
2254.29
373.04
435.86
3,147.37
(373.04)
2690.15
(435.86)
2,774.33
2254.29
16,109.06
13,284.09
TOTAL ...................................................................
18,883.39
15,538.38
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
a)
b)
Current Year
As at 31.03.2016
Previous Year
As at 31.03.2015
22.46
13.26
569.81
443.83
1,036.10
507.37
526.24
1,046.87
47.69
49.43
271.22
368.34
1,404.44
19.86
46.36
426.76
492.98
1,539.85
698.25
466.47
1,164.72
(466.47)
698.25
16.68
1,015.28
482.24
5,604.50
735.90
735.90
735.90
21.39
819.09
391.68
4,536.21
TOTAL ...................................................................
7,816.95
6,504.27
36.01
136.47
0.65
32.17
8.84
TOTAL ...................................................................
173.13
41.01
138
Notes (Consolidated)
a)
b)
c)
d)
Current Year
Apr'15-Mar'16
Sale of Products
Domestic Sales .......................................................
Export Sales ............................................................
Previous Year
Apr'14-Mar'15
56,680.72
35,172.45
91,853.17
54,377.99
26,650.78
81,028.77
510.62
6,296.33
6,806.95
282.30
5,031.58
5,313.88
1,199.46
(36.19)
1,351.71
17.07
150.73
2,718.97
496.78
13.59
0.01
474.19
1,01,379.09
86,816.84
Less :
Excise Duty ............................................................
(1,003.37)
(1,121.46)
TOTAL ...................................................................
1,00,375.72
85,695.38
52.38
54.33
0.72
4.53
63.92
105.45
0.76
0.80
TOTAL ...................................................................
111.96
170.93
Sale of Services
Domestic Services ..................................................
Export Services .......................................................
Other Operating Revenue
Exchange Gain/(Loss) (Net) (other than
considered in Finance Cost) ...................................
Export Incentives ....................................................
Scrap Sale ..............................................................
Sundry Balance w/back ..........................................
139
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
a)
Current Year
Apr'15-Mar'16
Previous Year
Apr'14-Mar'15
6,693.78
30,372.59
(7,454.67)
29,611.70
4,743.07
28,557.15
(6,693.78)
26,606.44
5,608.09
5,362.52
4,297.70
1,226.13
2,089.54
7,613.37
3,567.84
612.96
1,507.83
5,688.63
(5,201.37)
(1,085.74)
(2,404.59)
(8,691.70)
(4,297.70)
(1,226.13)
(2,089.54)
(7,613.37)
(1,078.33)
(1,924.74)
TOTAL ...................................................................
34,141.46
30,044.22
15,913.44
1,317.02
1,032.87
11,869.20
1,030.23
1,104.33
TOTAL....................................................................
18,263.33
14,003.76
b)
c)
1,564.62
753.87
b)
2,753.25
1,413.28
TOTAL ...................................................................
4,317.87
2,167.15
140
Notes (Consolidated)
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
l)
m)
n)
o)
p)
q)
r)
s)
t)
u)
v)
w)
141
Current Year
Apr'15-Mar'16
Previous Year
Apr'14-Mar'15
176.23
660.66
2,172.36
394.66
143.13
116.09
87.92
645.18
1,213.14
473.56
976.41
156.34
541.37
2,039.44
249.53
131.93
1,974.41
2,967.88
1,429.51
334.71
2,841.16
2,309.82
5,473.37
426.86
7.65
289.15
602.50
8.96
4.45
0.40
1,537.89
2,830.23
889.13
275.34
2,293.56
2,531.39
4,756.22
332.19
6.05
237.09
485.86
5.47
3.20
1.00
13.81
32.41
0.07
650.26
32.14
88.64
3,398.16
9.67
0.90
0.07
392.18
346.18
133.93
2,753.05
TOTAL ...................................................................
26,419.55
22,929.54
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
a)
b)
c)
Current Year
Apr'15-Mar'16
Previous Year
Apr'14-Mar'15
952.72
101.88
195.95
674.48
95.09
288.60
TOTAL ...................................................................
1,250.55
1,058.17
8,298.03
8,281.25
9,21,50,355
9,21,50,355
9.00
8.99
142
Notes (Consolidated)
As at March
31, 2015
A)
441.79
441.79
643.49
21.12
65.00
586.16
6,023.49
363.94
23.34
81.60
162.12
637.32
200.00
200.00
Legal Case
The Company had availed a factoring facility from a Bank who refused to pay the amount of USD 25,004 to the
Company on failure of a Customer to pay for the same. The case is pending in the City Civil Court.
The Company has filed case against a Stockiest under Section 138 under Negotiable Instruments Act 1881 for
Cheque Bounce of ` 1.50 Lacs.
A CFA has filed a case against the company for recovery of the amount adjusted against credit note of ` 1.49 lacs
the Company has disputed the Claim.
* Income Tax demand comprises of
a)
TDS of ` 21.12 Lakhs (Previous year ` 15.88 Lakhs ) for Short Deduction appearing in traces.
b) Penalty demand of ` Nil (Previous year ` 7.46 Lakhs ) raised by assessing officer, as per order under
Section 271(1)(c) of the Income Tax Act 1961 due to disallowance pertaining to depreciation on land for
Assessment Year 2002-03, 2003-04. Company is in appeal before ITAT against said order.
** Sales Tax demand comprises of
a) ` 421.58 Lakhs (Previous year ` 421.58 Lakhs ) (` 172.16 Lakhs has been paid under protest Previous
year ` 163.03 Lakhs ) in respect of order from sales tax dept, Andhra Pradesh for classification dispute. The
Company has filed an appeal before High Court which is yet to be heard.
b) ` 20.21 Lakhs (Previous year ` 20.21 Lakhs ) as the amount of demand raised by sales tax officer for
Financial Year 2007-08 and 2009-10 on account of input credit of entry tax. Company has filed appeal
before Commissioner.
***Excise tax demand comprises of
a) Company appeal is pending before CESTAT for wrong availment of notification on exempted goods ` 0.66
Lakhs (Previous year ` 0.66 Lakhs).
b) Appeal pending before Dy Commissioner for classification dispute ` 5.04 Lakhs ( Previous year ` 5.04
Lakhs).
c) Appeal pending before CESTAT for classification dispute ` 2.71 Lakhs (Previous year ` 2.71 Lakhs).
d) CENVAT credit on input service Rs 91.97 Lakhs (Previous year ` 91.97 Lakhs ), appeal pending before
CESTAT.
143
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
(` In lakhs)
Current Year
2015-2016
701.18
572.38
3.63
114.13
974.95
26.35
0.72
493.05
139.73
106.50
61.53
3,194.15
Previous Year
2014-15
488.11
67.28
542.94
7.69
11.28
19.02
126.39
242.61
130.59
1,635.91
Note 33:
Expenditure incurred on R & D activities is as follows:
Additions in R & D Assets
Building .................................................................
Equipments & other capital expenditure .................
Total Capital Expenditure ......................................
Revenue Expenditure . ............................................
Total R & D Expenditure ........................................
392.21
852.84
1,245.05
4,317.87
5,562.92
488.11
1,147.80
1,635.91
2,167.15
3,803.06
Research & Development expenses include salary & wages, chemicals / materials consumed electricity, travel,
repairs, insurance premium and such similar expenses.
144
Notes (Consolidated)
(` In lakhs)
Current Year
2015-16
Previous Year
2014-15
56,187.97
53,538.83
41,468.78
31,682.36
Total . .....................................................................
97,656.75
85,221.19
Note 36:
The Company is exposed to risk associated with foreign currency fluctuations as well as interest rate. The company
has entered into forward contract and derivative contracts to hedge the interest rate risk & currency risk. However
the company does not use these contracts for any speculative purposes.
The outstanding position of the forward contracts as at March 31, 2016 is ` 9,193.33 lakhs (Previous Year
` 6,654.88 Lakhs) with Banks. Category wise break up is given here under:
A)
Forward Contract
Particulars
` In lakhs
` In lakhs
Receivables
USD
Euro
GBP
48,25,000
3,391.70
27,75,000
2,197.61
21,25,000
Sub total
2,235.70
29,75,000
1,955.45
12,86,625
1,040.13
25,04,138
2,642.85
7,825.01
5,638.43
145
USD
17,00,000
GBP
2,00,000
1,165.13
203.19
16,00,000
1,016.45
-
Sub Total
1,368.32
1,016.45
TOTAL
9,193.33
6,654.88
A S U R E S H G. K A R E
Enterprise
Notes (Consolidated)
ECB Loan
PCFC
Letter of Credit - USD
Letters of Credit Euro
Bills on Collections USD
Bills on Collections Euro
Bills of Collections CHF
Bills of Collections GBP
$ 5,50,000.00
11,00,000.00
$ 9,64,548.00
23,61,750.00
$ 9,71,924.38
2,95,022.58
CHF
66,705.55
` In lakhs
364.38
1,047.20
639.01
1,781.47
643.90
222.54
46.03
-
$ 14,00,000.00
$ 8,00,000.00
$ 14,57,196.75
2,924.00
$ 4,47,672.00
2,64,013.15
CHF
45,330.90
1,111.00
` In lakhs
875.00
500.00
910.75
1.96
279.80
177.07
29.13
1.03
Note 37:
The company has opted to avail the option provided under paragraph 46A of AS 11: The Effects of changes in
Foreign Exchange Rates inserted vide notification dated December, 29 2011. Consequently, the foreign exchange
differences on long term Foreign Currency Monetary item is accumulated in a Foreign Currency Monetary item
Translation Difference Account and accordingly exchange loss on long term foreign currency loans have been
amortised over the balance period of such loans.
Note 38:
Related Party Disclosure as required by Accounting Standard 18 issued by the Institute of Chartered Accountants
of India.
I. Related Parties
(A) Enterprises that control or are controlled by the reporting company:
Holding Companies
Not Applicable
Subsidiary Company
Not Applicable
Fellow Subsidiaries
Not Applicable
(B)
(C)
(D)
(E)
146
Notes (Consolidated)
Agency arrangements
Remuneration paid
Transfer of research and
development
License agreements
Finance (including loans and
equity contributions in cash
or in kind)
Guarantees and collaterals
Management contracts
including for deputation of
employees
Receivable
Payable
Enterprises
that control or
are controlled
by reporting
company
Associates and
Joint Ventures
of reporting
company
Individuals
owning
and having
control over
the reporting
company and
their relatives
Key
Management
personnel and
their relatives
(A)
(B)
(C)
(D)
(` In lakhs)
Enterprises
controlled
by key
management
personnel
(E)
C.Y.
P.Y
C.Y.
P.Y
C.Y
P.Y.
16.69
10.53
602.30
397.13
-
112.02
190.67
-
C.Y.
P.Y
C.Y
P.Y
12.95
13.26
13.72
39.91
34.37
0.85
7.73
C.Y
P.Y
C.Y
P.Y
C.Y
P.Y
III. Transactions with related parties in ordinary course/ not in normal course/ not on an arms length basis
(` In lakhs)
Particulars of transaction
147
C.Y.
P.Y
Enterprises
that control or
are controlled
by reporting
company
Associates and
Joint Ventures
of reporting
company
(A)
(B)
4.90
-
(D)
631.94
434.64
-
(E)
152.78
232.77
-
A S U R E S H G. K A R E
(C)
Enterprise
Notes (Consolidated)
(a)
` in lakhs
` in lakhs
Imported ...........................................
6,044.12
20.41
5,815.02
21.86
23,567.59
79.59
20,791.42
78.14
Total . ......................................................
29,611.71
100.00
26,606.44
100.00
Imported ...........................................
136.80
77.63
121.60
77.78
39.43
22.37
34.74
22.22
Total . ......................................................
176.23
100.00
156.34
100.00
i)
(b)
Previous Year
Apr14 Mar15
Note 40 :
Current Year
Apr15 Mar16
Previous Year
Apr14 Mar15
40,441.57
31,011.84
Note 41 :
Expenditure in Foreign Currency :
(a)
951.62
364.53
(b)
57.64
86.11
(c)
Others ....................................................................
1,427.81
1,305.47
Note 42 :
Value of Imports CIF Basis :
(a)
5,295.80
5,332.99
(b)
1,755.11
837.95
(c)
682.24
260.65
148
Notes (Consolidated)
Previous Year
As at March 31, 2015
30.20
50.57
The above information regarding Micro Enterprises and small Enterprises has been determined on the basis of
information available with the Company. No interest has been accrued on delayed payments, if any.
Note 44 :
Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful life as specified
in Schedule II, except in certain assets as disclosed in the Accounting policy on Depreciation, Amortisation
and depletion. Accordingly the unamortised carrying value is being depreciated / amortised over the revised /
remaining useful lives. The written down value of Fixed Assets whose lives have expired at April 1, 2014 have
been adjusted net of tax, in the opening balance of Profit and Loss account amounting to ` 471.40 Lacs in the
Previous year.
Note 45 :
Previous years figures have been regrouped and reclassified wherever necessary.
Aditi Panandikar
DIN : 00179113
Managing Director
Chartered Accountants
B. M. Pendse
Partner
Sunil D. Joshi
Sundeep V. Bambolkar
149
A S U R E S H G. K A R E
Enterprise
150
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: L85190MH1947PLC005913
Name of the Company: Indoco Remedies Limited
Registered Office: Indoco House, 166 CST Road, Kalina, Santacruz East, Mumbai 400098
e-mail : [email protected] website : www.indoco.com
Name of the Member(s) :
Registered Address:
E-mail ID:
Folio No./Client ID:
DP ID:
I/We being the member(s) having __________ , shares of the above named company, hereby appoint
1. Name: ...........................................................................................................................................................................................
Address: ........................................................................................................................................................................................
2. Name: ...........................................................................................................................................................................................
Address: ........................................................................................................................................................................................
3. Name: ...........................................................................................................................................................................................
Address: ........................................................................................................................................................................................
Signature: .........................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Sixty Ninth Annual General Meeting of the Company,
to be held on Friday July 29, 2016, at 11.30 a.m. at MIG Cricket Club, MIG Colony, Bandra (East), Mumbai 400051, Maharashtra and
at any adjournment thereof in respect of such resolutions as are indicated below:
ordinary business
1. To receive, consider and adopt
(a) the audited financial statements of the Company for the financial year ended March 31, 2016 and the Reports of the Board of
Directors and the Auditors thereon;
(b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2016 and the Report of
the Auditors thereon.
2. To ratify the payment of interim dividend and declare a final dividend on Equity Shares for the year ended March 31, 2016.
3. To appoint a director in place of Ms. Aditi Panandikar (DIN 00179113), who retires by rotation and being eligible, offers herself
for re-appointment
4. To ratify the appointment of Statutory Auditors and to fix their remuneration.
SPECIAL BUSINESS
5. To approve the remuneration of the Cost Auditors - M/s Sevekari, Khare & Associates, Cost Accountants for the financial year
ended March 31, 2017.
6. To keep Statutory Records of the Company at the office of the Registrar and Share Transfter Agent of the Company.
Signed this
day of
Signature of shareholder
2016
Affix
1 Re.
Revenue
Stamp
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours
before the commencement of the Meeting.
151
A S U R E S H G. K A R E
Enterprise
M. I. G. Cricket Club
Bandra Station
152