FUTURE AJANTA PHARMA Directors Report

Dear Shareholders,


The Directors take pleasure in presenting Thirty-Eighth Annual Report and Audited Financial Statements for the Year ended 31st March 2017.


1. Financial Results


(Rs, in cr. except EPS)













































































Year ended 31 March



Standalone



Consolidated



2017



2016



Growth



2017



2016



Growth



Total Revenue



1823



1574



16%



2002



1749



14%



EBITDA



645



523



23%



701



587



19%



Profit after Tax



500



422



18%



507



416



22%



Dividend paid on equity shares including tax



129



135



-



129



135



-



Transfer to General Reserve



Nil



330



-



Nil



321



-



Earnings Per Share (EPS) (Rs, )



56.79



47.95



-



5759



47.23



-



2. Dividend


During the year, your Company declared and paid two interim dividends totaling to '''' 13/- (650%) per equity share of '''' 2/- each. Directors recommend interim dividends to be considered as final.


3. Performance Review


The Company posted remarkable performance during the year under review and continued to grow on different parameters. Domestic business contributed 32% whereas exports contributed 68% of the total revenue. Company continues to launch new products, first to market products and gain market share in the therapeutic segments and geographies it operates 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, 3,750 shares were issued under the ESOS, 2011. Consequent thereto, total paid up equity share capital of the Company as on 31st March 2017 stood at '''' 17.60 cr. divided into 8,80,05,000 equity shares of '''' 2/- each. Particulars of Employee Stock Options granted/vested/exercised during the year are given in “Annexure A” to this report.


6. Credit Rating


Company’s bank facilities are rated by Credit Analysis and Research Limited (CARE). Company continues to have rating A1 for its working capital facilities, which denotes very strong degree of safety regarding timely payment of financial obligations. For long term borrowings, Company’s rating is AA, which indicates high degree of safety regarding timely servicing of financial obligations.


7. Subsidiaries and Associate


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.


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-f1a8934ec008PolicyonMaterialSubsidiaries.pdf


Company had invested in a JV Turkmenderman Ajanta Pharma Limited (TDAPL) about two decade back, where it had management control. However later on, company surrendered management control in favour of local partner and since then do not have any control or significant influence on the same. Further, TDAPL operates under severe restriction that significantly impairs its ability to transfer the funds. Hence, company impaired entire investment in TDAPL and considered as unrelated party. As such, it is no more an Associate and its accounts are not consolidated.


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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). Based on disclosures provided by Directors, none of them are disqualified from being appointed as Directors under section 164 of the Act.


b. Retirement by rotation


Mr. Madhusudan B. Agrawal and Mr. Rajesh M. 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 Director’s familiarization programme


The Company continued with its Independent directors’ familiarization program for familiarizing them with company’s operations and other critical aspects which would enable them to effectively discharge responsibilities and functions conferred on them. Programs undertaken during the year include:


i. Overview of business operations;


ii. Tax & Regulatory updates and compliance with IND-AS;


iii. Investor Relation, employee development, etc.;


iv. Role, responsibilities and functions of Independent Directors under corporate laws;


v. Visit of Dahej manufacturing facility;


vi. Business operations of subsidiaries;


vii. R&D operations & way forward


Details of familiarization programme imparted is placed on the company’s website at www.ajantapharma.com/


AdminData/DirectorFamiliarizationProgram/ Directorsfamilarisationprogramme2017.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


Details of criteria laid down for appointment of Directors and policy on remuneration of Directors are given in the Corporate Governance Report.


9. Audit Committee


The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.


10. New projects


Your company has commenced commercial production at both its new manufacturing facilities in Guwahati (Phase I) and Dahej. Construction of phase II of Guwahati is underway. In addition, your company proactively assesses its requirement of infrastructure for future growth and continuously invests in the same.


11. Auditors


a. Statutory Auditors


Auditor’s Report for the year under review does not contain any qualifications or adverse remarks. The Auditors have also not reported any fraud committed in the Company or by its officers or employees.


Statutory auditors, M/s. Kapoor & Parekh Associates, Chartered Accountants, Mumbai, hold office till the conclusion of ensuing Annual General Meeting (AGM) and they are not eligible for reappointment in terms of section 139 (2) of the Act.


On the basis of recommendations of the Audit Committee, the Board has appointed M/s. B S R & Co. LLP as the new auditors subject to approval of members at the ensuing Annual General meeting. Company has received consent and certificate of eligibility from M/s. B S R & Co. LLP in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued there under Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.


The Board recommends for approval of members, their appointment for a period of 5 (five) years from the conclusion of 38th AGM till the conclusion of 43rd AGM, subject to ratification by members at each AGM.


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 Dsouza & Co, 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


Company has appointed M/s. Sevekari, Khare & Associates, Practicing Cost Accountants to audit the cost records of the Company for the financial year 2017-18, subject to ratification of their remuneration by Members at the ensuing AGM.


12. Internal Control System, risk management and compliance framework


Company has in place well defined and adequate internal financial control framework. During the year, such controls were tested and no material weakness in their design of operations were observed. Risk Management system followed by the Company is 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 to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any noticed by them, in the Company, which could adversely affect company’s operations. 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 by employees/ directors 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. As such, no particulars of such contracts or arrangements are furnished.


RPTs which are foreseen and repetitive in nature, omnibus approval of Audit Committee is obtained at the beginning of the financial year. All the RPTs affected during the year are disclosed in the notes to Financial Statements.


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-94f9-506925ee2cf4PolicyonRelatedPartyTransactions.pdf


15. Managerial Remuneration and particulars of employees


Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as “Annexure D” and is also given elsewhere in this report.


Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also, forms part of this report. However this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/ Compliance Officer at the Registered office address of the Company.


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)


The Company’s CSR Policy primarily rests on three broad tenets: Healthcare, Education & Community Development and the same is within the ambit of Schedule VII of the Act. During the year, Company continued several initiatives under the CSR program, directly as well as through agencies permitted under the Act. Details of CSR policy and CSR activities undertaken during the year is annexed to this report as “Annexure E” and are also given elsewhere in this report.


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


I n pursuance of Regulation 39 read with Schedule VI of the Listing Regulations, the company has during the year, transferred unclaimed shares to the ‘Unclaimed Suspense Account’ opened for the purpose, after following due process.


20. Extract of the annual return


The extract of the Annual Return in form MGT 9 is annexed to this report as “Annexure F”.


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 2017, 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 2017 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 were in place and 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 G”.


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. Business Responsibility Reporting


The Business Responsibility Report of the Company for the year ended 31st March 2017 forms part of this Annual report and is given elsewhere in the report.


25. Human Resource


I n keeping with the Company’s firm belief that human resource plays pivotal role in the success of the organization, the Company continued to organize various inbound & outbound training programes, recreational and team building activities to enhance employee skills, motivation as also to foster team spirit. Company also conducted various workshops and events for grooming and upgrading vocational skills of the talent pool in order to meet future talent requirements. Industrial relations were cordial throughout the year.


26. 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 set up as per the statutory requirements, to redress complaints 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 (permanent, temporary, contractual and trainees) are covered under this policy. The company has not received any complaints during the year.


27. Gratitude & Acknowledgements


Your Directors place on record their sincere gratitude for the staunch dedication and highly motivated performance by employees across the globe which contributed greatly for persistent performance 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


Mannalal B. Agrawal


Chairman


Mumbai, 3rd May 2017


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