The Directors are pleased to present 25th Annual Report and the
Company''''s audited financial statements for the financial year ended
March 31, 2016.
The Company''''s financial performance, both standalone and consolidated,
for the year ended March 31, 2016 is summarised below:
(Rs. In Lakhs)
Particulars Standalone Consolidated
Year ended Year ended Year ended Year ended
2016 March 31,
2015 March 31,
2016 March 31,
operations 1,32,849.38 1,21,487.25 1,43,118.43 1,29,368.14
Other income 628.70 140.20 602.56 358.40
Total income 1,33,478.08 1,21,627.45 1,43,720.99 1,29,726.55
EBITDA 27,572.58 21,274.75 28,439.44 21,295.73
costs 3,666.34 3,092.94 3,991.94 3,234.60
Depreciation 5,824.71 4,955.87 6,432.99 5,265.10
before tax 18,081.53 13,225.94 18,014.51 12,796.04
expenses 5,985.09 3,703.30 6,167.75 3,705.26
after tax 12,096.44 9,522.64 11,846.76 9,090.78
amalgamation - (601.51) - (430.60)
Less: Net book
value of the
useful life is
NIL at the
the year in
2013 - (17.00) - (17.00)
Year 7,200.74 9,528.92 6,615.16 9,204.30
Surplus available 19,297.18 18,433.05 18,461.92 17,847.47
made to surplus:
Interim dividend 928.94 - 928.94 -
dividend 433.42 1,021.26 433.42 1,021.26
tax (on interim
dividend) 277.35 207.90 277.35 207.90
distribution tax) 3.07 3.15 3.07 3.15
general reserve - 10,000.00 - 10,000.00
to Balance Sheet 17,654.40 7,200.74 16,819.15 6,615.16
Review Of Operations:
The Company''''s Standalone revenues from operations were Rs.1,32,849.38
Lakhs for the FY 2015-16 as compared to Rs.1,21,487.25 Lakhs for the
previous year registering growth of 9.35% in the current financial
year. The Company has made Net Profit of Rs.12,096.44 Lakhs on
standalone basis for the year under review as compared to Rs.9,522.64
Lakhs for the previous year, registering a growth of 27.03% in the
current financial year.
The primary growth driver in FY 2015-16 was led by change in product
mix. On a standalone basis, the Active Pharmaceutical Ingredients (API)
business contributed the largest share of revenue at 37% while
Pharmaceutical Finished Intermediates (PFI) and Finished Dosages
contributed 29% and 34%, respectively. This is compared to
40%, 25% and 35% for API, PFI and Finished Dosages
respectively in FY 2014-15. The profitability outpaced revenue growth
due to several reasons. Our continuous efforts on operational
excellence, process innovation, yield improvement and lower raw
material cost of some of the key starting materials resulted improved
During the year under review, two of our facilities located in Vizag
and Jeedimetla have completed US FDA inspection. There were no
observations for the Vizag facility and three observations for the
Jeedimetla facility. We have responded to the US FDA within the
stipulated time and we believe that these issues will be resolved in
the near future. During the year, the US FDA had approved Ibuprofen Rx
ANDA filed by us for 400 mg, 600 mg and 800 mg tablets. This will
further strengthen our core base business and enable us to increase our
product offering to our customers in the United States. The management
believes that the profitability margins from the operations are
sustainable and it will continue to strengthen its leadership position
through dedicated research and introduction of new products.
Vertical integration has always been our strength and focus area. We
will continue our focus on our core business and strengthen it by
enhancing our capacities, improving our efficiencies, adding new
products, moving up in the value chain and most importantly offering
better services to our customers. The Company will continue to solidify
its business model and build systems that are sustainable as it
continue to scale-up.
During the financial year 2015-16, the Company enhanced Paracetamol API
capacity at Bonthapally plant by 3,000 metric tonnes per annum. The
Company is further adding 3,600 tonnes of PFI capacity at Gagillapur
facility. The Company is also enhancing Metformin and Guaifenesin API
capacity at Bonthapally plant by 7,000 and 2,000 tons per annum
The Board of Directors has recommended a final dividend of 20 paisa per
equity share(Face value Rs.1/- per equity share) for the FY
2015-16,amounting to Rs.433.42 Lakhs. This is in addition to the
interim dividend of 45 paisa per equity share paid during the year. The
total dividend for the FY 2015-16 aggregates 65 paisa per equity share
amounting to Rs.1,362.36 Lakhs as compared to 50 paisa per equity share
paid in the previous year. Dividend distribution tax is Rs.277.35 Lakhs
for the FY 2015-16 on interim and proposed final dividend.
Transfer Of Amount To Reserves:
The Board has not recommended any transfer to general reserve from the
profits of the year under review.
The Authorized Share Capital of the Company is 34,50,00,000 equity
shares of Rs.1/- each. The Company has allotted 1,13,50,230 equity
shares of Rs.1/- each to the promoters upon exercise of an equal number
of warrants vested in them pursuant to the approval of the members
obtained during the financial year 2015-16. The Company has also
allotted 11,10,000 equity shares of Rs.1/- each upon exercise of an
equal number of stock options pursuant to the extant Stock Option
Scheme of the Company.
In view of the above allotments, the outstanding shares of the company
increased from 20,42,51,540 equity shares of Rs.1/- each to
21,67,11,770 equity shares of Rs.1/- each.
Transfer To The Investor Education & Protection Fund (IEPF):
According to Section 205C of the Companies Act, 1956 read with Investor
Education and Protection Fund (Awareness and Protection of Investors)
Rules, 2001, the unclaimed dividend amounting to Rs.2,82,878/- (rupees
two lakh eighty two thousand eight hundred and seventy eight only) for
the financial year 2007-08, was transferred to the
Investor Education and Protection Fund established by the Central
Government during the year under review.
Management''''s Discussion and Analysis Report:
Management''''s Discussion and Analysis Report for the year under review,
as stipulated under regulation 34(2) of the Listing Regulations, is
presented in a separate section forming part of the Annual Report.
Subsidiaries, Joint Ventures and Associate Companies:
No company has become/ceased to be a subsidiary or joint venture or
associate during the financial year 2015-16.
The developments in business operations / performance of subsidiaries
consolidated with the Company are as below:
- Granules USA, Inc.
Granules USA, Inc. a wholly-owned foreign Subsidiary of your company,
caters to the requirements of customers in the U.S market. The Share
Capital of the Company as on March 31, 2016 is Rs.116.31 Lakhs. During
the FY 2015-16, the Company achieved a turnover of Rs.29,828.82 Lakhs
against the turnover of Rs.17,774.91 Lakhs of FY 2014-15 and the profit
after tax is Rs.168.67 Lakhs against Rs.(40.82) Lakhs of FY 2014-15.
- GIL Life sciences Private Limited
The Company has not commenced its operations so far. However,
construction of green field API project was started during the year
under review in its land located at Visakhapatnam in the state of
Andhra Pradesh. As on March 31, 2016, the Authorized Share Capital of
the Company is Rs.1,600.00 Lakhs divided into 1,60,00,000 (one crore
sixty lakhs) equity shares of Rs.10/- each and the Paid Up Share
Capital of the Company is Rs. 1,383.06 Lakhs divided into 1,38,30,600
(one crore thirty eight lakh thirty thousand and six hundered) equity
shares of Rs.10 each.
The draft scheme of amalgamation of M/s. GIL Lifesciences Private
Limited with the Company was approved by the Board of Directors of the
Company, subject to approval of the Hon''''ble High Court of Judicature at
Hyderabad for the State of Telangana and the State of Andhra Pradesh.
- Granules Pharmaceuticals,lnc.
Renovation of facility of Granules Pharmaceuticals,Inc. a wholly-owned
foreign subsidiary of your company was completed during the year.
During the year, the company started Product development work in the
renovated facility. The Share Capital of the Company as on March 31,
2016 is Rs.1,225.00 Lakhs.
The Policy for determining material subsidiaries as approved by the
Board may be accessed on the Company''''s website at the link:
Joint Venture Companies:
The developments in business operations / performance of Joint Venture
Companies consolidated with the Company are as below:
- Granules-Biocause Pharmaceutical Co. Limited
The Share Capital of the Company as on March 31, 2016 is Rs.3638.06
Lakhs. During the FY 2015-16, the Company achieved a turnover of
Rs.17,008.32 Lakhs as against turnover of Rs.22,216.72 Lakhs in the FY
2014- 15 of which Granules India Limited reports 50% in its
consolidated revenue. However, previous year figures are not comparable
as current year figures are for nine months period from April to
- Granules OmniChem Private Limited
The Share Capital of the Company as on March 31, 2016 is Rs. 8,576.19
Lakhs. The Company has commenced the commercial production during the
FY 2015-16 and achieved a turnover of Rs.1,425.66 Lakhs of which
Granules India Limited reports 50% in its consolidated revenue.
However, as per the provisions of section 129 of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014, a separate statement
containing the salient features of the financial statements of the
subsidiary Companies and Joint Ventures is prepared in Form AOC-1 and
it forms part of the consolidated financial statements.
Consolidated Financial Statements:
The consolidated financial statements, in terms of Section 129 of the
Companies Act, 2013 and regulation 34 of the Listing Regulations and
prepared in accordance with Accounting Standard 21 as specified in the
Companies (Accounting Standards) Rules, 2006 as amended thereof forms a
part of this annual report. As per the provisions of Section 136 of the
Companies Act, 2013, the Company has placed separate audited accounts
of its Subsidiaries on its website www.granulesindia.com and copy of
separate audited accounts of its Subsidiaries will be provided to the
members at their request.
Director''''s Responsibility Statement:
Pursuant to the requirement of Section 134(5) of the Companies Act,
2013 and based on the representations received from the operating
management, the Directors hereby confirm that:
a) in the preparation of the annual accounts for the year ended March
31, 2016, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors 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 as at March 31, 2016 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a ''''going concern''''
basis for the financial year ended March 31, 2016;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Corporate Governance Report:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The report on Corporate Governance as stipulated under the
Listing Regulations forms an integral part of this Report. The
requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to
the report on Corporate Governance.
Corporate Social Responsibility (CSR):
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, which has been approved by the Board.
The Composition of the Committee is provided below.
Mrs. Uma Devi Non-Independent,
Chigurupati, Chairperson Executive
Mr. Krishna Prasad Non-Independent,
Mr. A. Arun Rao Independent,
The CSR Policy may be accessed on the Company''''s website at the link:
The Company is undertaking CSR initiatives in compliance with Schedule
VII to the Act. During the year under review, the Company has spent
Rs.140.04 Lakhs on CSR activities. The annual report on CSR activities
is annexed here with marked as Annexure I.
Nomination and Remuneration Committee:
The Company''''s Nomination and Remuneration Committee consists of
majority of Independent Directors which ensures transparency in
determining the remuneration of Directors, KMPs and other employees of
the Company. The Chairman of the committee is an Independent Director,
thereby resulting in independent and unbiased decisions.
During the financial year 2015-16, the composition of Nomination and
Remuneration Committee is provided below.
Mr. C. Parthasarathy, Independent,
Mr. L. S. Sarma Independent,
Mr. A. Arun Rao Independent,
Mr. K.B. Sankar Rao Non-Independent,
Mr. Krishna Prasad Non-Independent,
The Performance Evaluation and Remuneration Policy framed by the
Committee and approved by the Board is directed towards rewarding
performance of Executive and Non-Executive Directors, Key Managerial
Personnel and Senior Management Personnel of the Company based on
review of achievements periodically.
Risk Management Committee:
Risk Management Committee has been entrusted with the responsibility to
assist the Board in (a) overseeing and approving the Company''''s
enterprise wide risk management framework; and (b) overseeing that
all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory,
reputational and other risks have been identified and assessed and
there is an adequate risk management infrastructure in place capable of
addressing those risks. Your Company has proper process for Risk
Internal Audit & Controls:
Your Company continues to engage M/s Dhanunjaya & Haranath,
Chartered Accountants as its Internal Auditors. During the year, your
Company continued to implement their suggestions and recommendations to
improve the internal controls. Their scope of work includes review of
operational efficiency, effectiveness of systems & processes,
compliances and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed and suitable corrective
actions are taken as per the directions of Audit Committee on an
on-going basis to improve efficiency in operations.
The Company''''s internal control systems are well established and
commensurate with the nature of its business and the size and
complexity of its operations. The Audit Committee reviews adequacy and
effectiveness of the Company''''s internal control environment and
monitors the implementation of audit recommendations. The
recommendations/suggestions of the internal auditors are discussed in
the Audit Committee meetings.
Directors and Key Managerial Personnel:
Mr. Harsha Chigurupati ceased to be Executive Director during the year
under review due to his resignation on October 31, 2015. However, Mr.
Harsha is continuing as member of the Board and he is Non-Executive
Director of the Company.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Harsha
Chigurupati, Non-Independent, Non- Executive Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under the Companies Act and the Listing
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the Non-Executive
Directors and Executive Directors.
The Board of Directors have complete access to the information within
the Company. Independent Directors have the freedom to interact with
the Company''''s management. Interactions happen during Board / Committee
meetings, when CXOs are asked to make presentations about performance
of the Company. Apart from this, they also have independent
interactions with the Statutory Auditors, the Internal Auditors and
external advisors appointed from time to time. Further, they meet
without the presence of any management personnel and their meetings are
conducted informally to enable the Independent Directors to discuss
matters pertaining to the Company''''s affairs and put forth their
combined views to the Board of Directors of the Company.
Mr. Krishna Prasad Chigurupati, Chairman and Managing Director, Mrs.
Uma Devi Chigurupati, Executive Director, Mr. VVS Murthy, Chief
Financial Officer and Mrs. Chaitanya Tummala, Company Secretary are key
managerial personnel of the Company.
Employee Stock Option Plan (ESOP):
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter alia, administers and monitors the Employee Stock
Option Plan of the Company in accordance with the applicable SEBI
The applicable disclosures as stipulated under the SEBI Guidelines as
on March 31, 2016 (cumulative position) with regard to the Employee''''s
Stock Option Scheme are herein under provided. The issue of equity
shares pursuant to exercise of options does not affect the Statement of
Profit and Loss of the Company, as the exercise is made at the market
price prevailing as on the date of the grant plus taxes as applicable.
Pursuant to clause 14 of the SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999, certificate from M/s.
Kumar & Giri, Statutory Auditors is given as Annexure II to this
report. Voting rights on the shares issued to employees under the ESOP
are either exercised by them directly or through their appointed proxy.
The details of the stock options granted / vested / exercised under the
Granules India Equity Stock Option Plan 2009 approved by the members in
18th Annual General Meeting, are given below:
SI. Description Details
(a) Options granted till date under
the scheme 80,00,000 options
(b) Pricing formula Closing market price as on
the date prior to the grant
date on National Stock
Exchange (where there was
highest trading volume).
(c) Options vested during the year 6,90,000
(d) Options exercised during the year 11,10,000
(e) Total number of shares arising
as a result of exercise of options 11,10,000
(f) Options lapsed during the year 20,000
(g) Options lapsed till date under
the scheme 22,50,000
(h) Variation in terms of options Nil
(i) Money realized by exercise of
options during the year Rs.1,94,32,000/-
(j) Total number of options in force 23,50,000
(k) Employee wise details of options
granted during the year to: Nil
(i) Senior managerial personnel Not Applicable
(ii) Any other employee who receives
a grant in any one year of Not Applicable
options amounting to 5% or
more of options granted during
(iii) Identified employees who were
granted option, during any one Not Applicable
year, equal to or exceeding 1%
of the issued capital (excluding
outstanding warrants and
conversions) of the company at
the time of grant.
(l) Diluted Earnings per share (EPS)
pursuant to issue of shares on Rs.5.74 per share
exercise of options calculated
in accordance with Accounting
Standard (AS) 20 - Earning per
(m) Where the company has calculated
the employee compensation cost Not Applicable
using the intrinsic value of the
stock options, the difference
between the employee
compensation cost that shall
have been recognized if it had
used the fair value of the
(n) Weighted-average exercise price,
whose exercise price either equals
or exceeds or is less than the
market price of the stock Rs.17.51/- per share
(o) Description of the method and
significant assumptions used during
the year to estimate the fair
values of options. Not Applicable
Auditors & Their Report:
Pursuant to the provisions of Sections 139, 141 & 142 and other
applicable provisions, if any, of the Companies Act, 2013 and rules
made thereon, M/s. Kumar & Giri, Chartered Accountants, Hyderabad
was re-appointed for three years in the 23rd Annual General meeting
subject to ratification at every Annual General meeting. The Company
has received a certificate from the auditors to the effect that their
ratification for re-appointment if made, would be in accordance with
the conditions as specified under Section 141 of the Companies Act,
2013 read with Companies (Audit and Auditors) Rules, 2014. The
Directors recommend for ratification of re-appointment of M/s. Kumar
& Giri, Chartered Accountants as Statutory Auditors for the
financial year 2016-17. A resolution proposing ratification of
re-appointment of M/s. Kumar & Giri, Chartered Accountants as the
Statutory Auditors of the Company for the financial year 2016-17
pursuant to section 139 of the Companies Act, 2013 forms part of the
Comments of the Auditors in their report and the notes forming part of
the accounts are self-explanatory and need no comments. However, the
Auditors have not made any adverse qualifications in their report on
the accounts of the Company for the year under review.
The Board has appointed M/s. Saurabh Poddar & Associates, Company
Secretaries, to conduct Secretarial Audit for the financial year
2015-16. The Secretarial Audit Report for the financial year ended
March 31, 2016 is annexed here with marked as Annexure III to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Contracts And Arrangements With Related Parties:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm''''s length basis. During the year,
except with the wholly owned subsidiary, the Company had not entered
into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the policy of the
Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company''''s website at the link: www.granulesindia.com.
The particulars of contracts or arrangements with related parties
referred to in section 188(1) are prepared in 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 and the same is enclosed
as Annexure IV to this Report
The Audit Committee comprises majority Independent Directors namely Mr.
C. Parthasarathy (Chairman), Mr. L.S. Sarma, Mr. A.P. Kurian, Mr. A.
Arun Rao and Mr. Krishna Prasad Chigurupati as other members. During
the period under review, Mr. L.S. Sarma resigned as Chairman of the
Audit Committee and Mr. C. Parthasarathy, Independent Director, was
elected as Chairman of the Committee by Committee members. All the
recommendations made by the Audit Committee were accepted by the Board.
The Company has a Vigil mechanism and Whistle blower policy in terms of
the Listing Regulations, under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct.
Protected disclosures can be made by a whistle blower through a
dedicated e-mail, or a letter to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company''''s website at the link:www.granulesindia.com
Meetings of the Board
Eight (8)meetings of the Board of Directors were held during the year
under review. The details of the Board Meetings with regard to their
dates and attendance of each of the Directors thereat have been
provided in the Corporate Governance Report.
Code of Conduct
A declaration regarding compliance with the code of conduct signed by
the Company''''s Chairman and Managing Director is published in the
Corporate Governance Report which forms part of the annual report.
Particulars of Loans given, Investments made, Guarantees given and
Particulars of loans given, investments made, guarantees given and
securities provided are provided in the standalone financial statement
(Please refer to Note No.2.12, 2.13 and 2.35 to the standalone
Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure V to this Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure
VI to this Report.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules forms part of this Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
also forms part of this Report.
However, having regard to the provisions of the first proviso to
Section 136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the
Company during working hours for a period of 21 days before the date of
ensuing Annual General Meeting and any member interested in obtaining
such information may write to the Company Secretary and the same will
be furnished on request. This information is available on the Company''''s
website link: www.granulesindia.com
Your Directors further state that, the remuneration paid to the Key
managerial Personnel and others is as per the Remuneration Policy of
Policy on Sexual Harassment
The Company has a Policy on "Prevention of Sexual Harassment of
Women at Workplace" for the matters connected there with or
incidental thereto covering all the aspects as contained under the
"The Sexual Harassment of Women at Work place (Prohibition,
Prevention and Redressal)Act, 2013".
During the year under review, the Company has not received any
complaints pertaining to Sexual Harassment.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOP referred to in this
4. Cost Audit is not applicable for the financial year 2015-16.
5. Neither the Chairman and Managing Director nor the Whole-time
Directors of the Company receive any remuneration or commission from
any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''''s
operations in future.
Appreciations And Acknowledgements:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your Directors wish hereby to place on record
their appreciation of the services rendered by the employees, without
whose whole-hearted efforts, the over all satisfactory performance
would not have been possible.
Your Directors look forward to the long term future with confidence.
On behalf of the Board of Directors
Krishna Prasad Chigurupati
Chairman and Managing Director
April 28, 2016