DIRECTORS’ REPORT Dear Shareholders, Your Directors take pleasure in presenting Thirty Seventh Annual Report and Audited Financial Statements for the Year ended 31st March 2016 2. Dividend During the financial year 2015-16, your Company declared and paid an interim dividend of Rs. 8 (400%) per equity share of the face value of Rs. 2 each in the month of March, 2016. Total dividend payout was Rs. 70.40 crores excluding dividend distribution tax. With a view to conserve resources for funding the growth and CAPEX plans of the Company, Directors recommend interim dividend to be considered as final dividend and no additional dividend is recommended. 3. Performance Review Company posted impressive performance during the year under review. While India business contributed 31% of the total sales, balance was contributed by international business. We continued to strengthen our presence in the markets we operate in. Company continues to operate only in one segment i.e. pharmaceuticals and there is no change in the nature of business of the company. There are no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year and the date of this report. No significant or material orders have been passed against the Company by the regulators, courts or tribunals, which impacts the going concern status and company’s operations in future. 4. Management Discussion and Analysis Management Discussion and Analysis (MDA) forms part of this annual report, which is given elsewhere in the Report. 5. Share Capital During the year, 57,750 shares were issued under ESOS, 2011. Consequent thereto, total paid up equity share capital of the Company as on 31st March 2016 stood at Rs. 17.60 crores divided into 8,80,01,250 shares of Rs. 2/- each. Particulars of Employee Stock Options granted/ vested/exercised during the year are given in “Annexure A” to this report. 6. Credit Rating Your Company’s bank facilities have been rated by Credit Analysis and Research Limited (CARE) during June 2015. The Company has received the highest rating A1+ (A1 plus) for its short term facilities as per which Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk. For the long term borrowings, Company’s rating has improved to AA (Double A), which indicates high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. 7. Subsidiaries/Joint Ventures Your company continues to have six subsidiaries overseas, including one step down subsidiary and there were no changes in the same during the year. Financials of subsidiaries are disclosed in the consolidated financial statements which forms part of this Annual Report. Company has one Joint Venture (JV) in Turkmenistan namely, Turkmenderman Ajanta Pharma Limited, where it does not have significant influence as day to day management is controlled by the JV partner. JV operates under severe restriction that significantly impairs its ability to transfer the funds and its performance is not satisfactory. Company is therefore looking for divestment of this JV and as such, JV’s accounts are not consolidated. Statement containing salient features of financial statements of subsidiaries pursuant to section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this Report in the prescribed Form AOC-I, as “Annexure B”. Financial statements of the subsidiary companies are available for inspection by the shareholders at the registered office of the company. The Company has laid down policy on material subsidiaries and none of the subsidiaries are material subsidiary as per the Policy. The policy is placed on the website of the Company at http://www.ajantapharma.com/AdminData/PolicyCodes/ c2ea3c56-332b-4e83-a771-f1a8934ec008PolicyonMate rialSubsidiaries.pdf 8. Directors a. There were no changes in the directors or Key Managerial Personnel during the year. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations. Based on disclosures provided by Directors, none of them are disqualified from being appointed as Directors under section 164 of the Companies Act, 2013. b. Retirement by rotation Mr. Mannalal B. Agrawal and Mr. Purushottam B. Agrawal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Board recommends their re-appointment for approval of members. c. Board meetings During the year, five Board meetings were held, details of which are given in the Corporate Governance Report. d. Independent Directors’ familiarization programme The Company undertook directors’ familiarization programme for familiarizing them with company’s operations and other relevant information which would enable them to effectively discharge the responsibilities and functions conferred on them. Details of familiarization programme imparted is placed on the company’s website at http://www.ajantapharma. com/AdminData/DirectorFamiliarizationProgram/ f73bfdc3-59a4-47bd-bad7-59591e9e630fDirectorsFa miliarizationProgramme.pdf. e. Evaluation of Board, Committees and Directors Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Further, Independent Directors at a separate meeting, evaluated performance of the Non- Independent Directors, Board as a whole and of the Chairman of the Board. Manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report. f. Policy on appointment and remuneration of Directors The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report. 9. Capex/New projects Your Company is committed to continuously invest in the infrastructure well in advance to complement its growth plans and to cater to customers in more efficient and cost-effective manner. As a step in this direction, new state-of-the-art manufacturing unit facility is already established at Dahej and commercial production will commence by early next financial year. The Company is setting up another manufacturing facility at Guwahati and construction of this facility is in progress and the same will be operational before 31st March 2017. Total cost of this project is estimated at Rs. 300 crores. 10. Auditors a. Statutory Auditors Auditors’ Report for the year under review does not contain any qualifications or adverse remarks. Company’s statutory auditors, M/s. Kapoor & Parekh Associates, Chartered Accountants, Mumbai, hold office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to get reappointed at the ensuing Annual General Meeting and have confirmed that their appointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act and that they are holding peer review certificate. The Board based on recommendation of Audit Committee, recommends their re-appointment for approval of members. b. Secretarial Auditors Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Alwyn D’Souza & Company, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as “Annexure C”. There are no qualifications, reservation or adverse remark in the report. c. Cost Auditors Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board has on the recommendation of the Audit Committee, appointed M/s. Sevekari, Khare & Associates, Practicing Cost Accountants to audit the cost records of the Company for the financial year 2016-17. The Board recommends ratification of their remuneration by members at the ensuing Annual General Meeting. 11. Internal Control System and compliance framework The Company has well defined and adequate Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, there are no major concerns and Controls are strong. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively. 12. Risk Management Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Risk management system followed by the Company is elaborately detailed in the MDA. 13. Vigil Mechanism The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behaviour and irregularities, if any, in the Company noticed by them which could adversely affect company’s operations, to the Audit Committee Chairman. It is posted on the intranet of the Company. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported till date. 14. Related Party Transactions and Policy All Related Party transactions (RPTs) entered during the financial year were on an arm’s length basis and in the ordinary course of business. For RPTs which are foreseen and repetitive in nature, omnibus approval of Audit Committee is obtained at the beginning of the financial year, as per RPT policy. All the RPTs affected during the year are disclosed in the notes to Financial Statements. There are no materially significant RPTs made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has approved and adopted Policy on Related Party Transactions and the same is uploaded on the Company’s website at http://www.ajantapharma.com/AdminData/PolicyCodes/ ec6023bc-420f-438c-94f9-506925ee2cf4PolicyonRela tedPartyTransactions.pdf 15. Managerial Remuneration and particulars of employees Information to be disclosed pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, this information is not sent along with this Report as per the provisions of Section 136 of the Act. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. Aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 37th Annual General Meeting and upto the date of Annual General Meeting during the business hours on working days. 16. Loans, guarantees or investments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. 17. Corporate Social Responsibility (CSR) Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. The Policy primarily rests on four broad tenets: Healthcare, Education, Community Development and Ecology and the same is within the ambit of Schedule VII of the Act. During the year, the Company undertook several initiatives under the CSR programmme. Details of CSR policy and CSR activities undertaken during the year is annexed to this report as “Annexure D”. 18. Deposits Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. 19. Unclaimed dividend and unclaimed shares In respect of share certificates sent to shareholders and returned undelivered, the company has initiated the process of sending reminders to concerned shareholders. After completing the process, unclaimed shares, if any, will be transferred to ‘Unclaimed Suspense Account’ as per the procedure laid down under the Listing Regulations. 20. Extract of the annual return The extract of the Annual Return in form MGT 9 is annexed to this report as “Annexure E”. 21. Directors’ Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm: a. that in the preparation of the annual accounts for the year ended 31st March 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; b. that the directors had selected 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 ended 31st March 2016 and of the profit of the company for the year; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. that the annual accounts/financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 22. Conservation of energy, technology absorption, foreign exchange earnings and outgo The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as “Annexure F” and forms part of this report. 23. Corporate Governance Report on Corporate Governance is annexed and forms an integral part of this Annual Report. Certificate from the Auditors regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance. 24. Human Resource Your company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. The Company continued to conduct various employee benefit, recreational and team building programs to enhance employee skills, motivation as also to foster team spirit. Company also conducted in-house training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year. 25. Policy on sexual harassment of women at work place The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been in place to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees are covered under this policy. The company has not received any complaints during the year. 26. Gratitude & Acknowledgements Your Directors place on record their high appreciation for the unflinching commitment, dedication, hard work and valuable contribution made by employees across the globe for sustained growth of the Company. Your Directors also sincerely thank all the stakeholders, medical professionals, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation and support. For and on behalf of the Board of Directors Sd/- Mannalal B. Agrawal Chairman Place : Mumbai, date : 29th April 2016 |