MOREPEN LAB Directors Report

Dear Shareholders,


The Directors take pleasure in presenting the 31st Annual Report on business, operations and achievements of the Company together with the Audited financial statements for the financial year ended March 31, 2016.


FINANCIAL HIGHLIGHTS (Rs. in Lacs)

















































































Particulars



2015-16



2014-15



Total Revenue



45,363.54



37,162.40



Operating Surplus



6,537.57



4,794.72



Finance cost



1,041.29



863.30



Cash Surplus



5,496.28



3,931.42



Non-Cash Items:



Depreciation & Amortization



3,492.18



3,859.49



Profit/(Loss) before Extra-ordinary items and Tax



2,004.10



71.93



Extra ordinary items Income/(Expense) (Net)



(440.00)



-



Profit/(Loss) Before Tax



1,564.10



71.93



Tax Expense:



- Current Tax (MAT)



(337.68)



(13.70)



- MAT Credit Entitlement



337.68



-



- Earlier Years



13.70



-



Profit/(Loss) After Tax



1,577.80



58.23



REVIEW OF PERFORMANCE


With current year revenues of Rs. 45,363.54 Lacs, your Company has registered revenue growth of 22% over last year revenues of Rs. 37,162.40 Lacs. The growth in operating revenues has been fairly impressive with current year operating revenues touching Rs. 45,246.30 Lacs against preceding year revenues of Rs. 37,026.23 Lacs. The Company expects to maintain its growth trajectory in the coming years.


Expansion of export and domestic markets on the strength of quality product delivery, optimum utilization of production capacities and competitive product offerings backed by improved productivity and efficient cost management have helped the Company to maintain price margins on its product portfolios.


Growth in Active Pharmaceutical Ingredients (API) business has been robust at 28% followed closely by Home Diagnostics business at 23% and Branded Formulation business at 25%. Product Contract Manufacturing and Brand Sharing business has registered a modest growth of 8% during the year.


Current year''''s operating surplus of Rs. 6,537.57 Lacs is up by 36% against previous year''''s surplus of Rs. 4,794.72 Lacs.


The interest charge for the year under review includes a sum of Rs. 368.27 Lacs, being interest on the portion of the debt due to restructuring lenders, which did not involve any interest payout till last financial year. In view of above current year''''s interest cost has moved up by 21%.


During the year, cash surplus has been at Rs. 5,496.28 Lacs, up by 40%, over preceding year''''s cash surplus of Rs. 3,931.42 Lacs.


DIVIDEND


For the year under review, the Directors do not recommend any dividend due to absence of distributable surplus.


RESERVES


An amount of Rs. 1,577.80 Lacs is proposed to be carried forward in the Profit & Loss Account. During the year under review, no amount was transferred to the General Reserve.


DEPOSITS


The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.


FINANCES


With its focus on profitable growth, the management is putting its best efforts to expand the business horizons of the Company, while maintaining a close watch on profit margins.


The debt servicing, as per the terms approved by its lender banks and financial institutions, is continuing. The Company is taking requisite steps to service its debt obligations in time. Unavailability of any institutional working support is not able to make much dent into profitable business growth of the Company. The working capital gap is funded by surplus generated out of its operations.


In view of accumulated losses, the provisions of Companies Act, 2013 have placed restrictions on the Company, for the redemption of Preference Shares issued to lenders under Corporate Debt Restructuring (CDR) Scheme. During the year, the Company has not been able to redeem and/or convert these Preference Shares, although these are due for redemption and/or conversion since last financial year. To resolve aforesaid issue of redemption/conversion of Preference Shares, the Company proposes to approach such preference shareholders to seek their consent either for the


(i) extension of conversion period so that the Preference Shares belonging to these shareholders can be converted into Equity Shares, however subject to statutory approvals including approval from the Stock Exchanges or (ii) issuance of further redeemable Preference Shares in lieu of existing Preference Shares subject to approval of the National Company Law Tribunal (NCLT), as provided under the provisions of Section 55 (3) of the Companies Act, 2013.


The Company was not in a position to pay dividends to the preference shareholders, on account of the statutory restrictions placed by the Companies Act, 2013. Hence, the preference shareholders are entitled to vote on all matters at the Annual General Meeting and their voting rights shall be in proportion to their share in paid up capital of the Company.


SHARE CAPITAL


The total paid up share capital of the Company as on March 31, 2016, Rs. 20,961.06 Lacs comprises of Equity Share Capital of Rs. 8,995.86 Lacs and Preference Share Capital of Rs. 11,965.20 Lacs. During the year under review, there was no change in the paid-up share capital of the Company.


The Equity Shares issued by Company are listed at following


Stock Exchanges as on March 31, 2016:


1. National Stock Exchange of India Limited (NSE)


2. Bombay Stock Exchange (BSE)


Annual listing fee for the financial year 2016-17 has been paid to both the Stock Exchanges. The Equity shares continue to be listed on both NSE and BSE.


BUSINESS PERFORMANCE


Current year sales revenues of Rs. 43,669.20 Lacs have registered a revenue growth of 23% over preceding year sales revenues of Rs. 35,459.13 Lacs. The above growth in sales revenues could be made possible by handsome growth across all business segments; Active Pharmaceutical Ingredients (API) business at 28%, Home Diagnostics business at 23% and Branded Formulation business at 25%. Product Contract Manufacturing and Brand Sharing business registered a growth of 8% during the year.


Increased sales revenues, while maintaining the price margins combined with strict cost control has helped the Company to record better operating performance during the year. The growth in expense is moderate vis-a-vis growth in sales revenues during the current year.


Current year operating surplus has improved to Rs. 6,537.57 Lacs, against Rs. 4,794.72 Lacs in the preceding year. It has registered a growth of 36% over the last financial year. After servicing the finance cost of Rs. 1,041.29 Lacs, current year net cash surplus is Rs. 5,496.28 Lacs, against Rs. 3,931.42 Lacs generated in the previous year, recording a growth of around 40%.


The Company is putting up all its energies and resources to significantly improve both its operating as well financial performance across all business segments.


Division wise business performance is detailed hereunder:


Active Pharmaceutical Ingredients (API)


API revenues for the current year have registered a growth of 28% over the last year revenues of Rs. 21,606.05 Lacs. Increased coverage of export markets with the help of better product range has helped the API business to register an astounding growth of 32% in the export markets during the current year. Domestic API business has also recorded a handsome growth of 17% during the current year. During the year, Atorvastatin and Montelukast business has recorded growth of 31% and 32% respectively. Loratadine, Fexofenadine and Rosuvastatin revenues are up by 15% -19%, whereas Sitagliptin has scored revenue growth of 6 times over the last year.


The contribution of API to the total business of the Company has always been substantial. During the year, API business makes up over 63% of overall business of the Company against 60% in the last year.


The consistent quality of the products offered and addition of new products by the Company has led to acquisition of new customers apart from generating additional demand from the existing customers. Montelukast and Atorvastatin have attained highest ever sales revenue of Rs. 7,401.51 Lacs & Rs. 5,558.01 Lacs respectively during the year.


''''Loratadine'''' US business has recorded 30% higher revenues of Rs. 4,676.78 Lacs as compared to the previous year revenues of Rs. 3,611.29 Lacs. However, non-US sales and intermediates'''' sales has registered a nominal growth of 4%.


New products like Sitagliptin Phosphate, Rosuvastatin Calcium and Olmesartan continue to grow at an impressive speed, with this basket, recording a growth of 77% over the previous year. Current year revenue of aforesaid product basket has been at Rs. 3,370.12 Lacs against Rs. 1,905.87 Lacs in the last year.


Home Diagnostics


Sales Revenues of Home Diagnostics business for the current year are at Rs. 6,311.77 Lacs against Rs. 5,131.16 Lacs in the previous year, registering a growth of 23% in its revenues. Blood Glucose Monitors, the mainstay of the home diagnostics business, with annual sales revenues of Rs. 3,337.94 Lacs, has maintained its growth trajectory by recording growth of 41% in its annual revenues against a growth of 37% recorded during the last financial year. Blood Pressure Monitors with sales revenue of Rs. 960.74 Lacs has recorded a revenue growth of 20% during the year.


The Company expects a healthy growth in the coming years in view of growing needs of delivering good health at home, at affordable prices.


Finished Formulations


Finished Formulation business has registered a growth of 15% during the year with branded formulation revenues contributing Rs. 2,409.08 Lacs to the total formulation business of Rs. 9,711.76 Lacs. Product Contract Manufacturing and Brand Sharing business with current year annual revenues of Rs. 7,302.68 Lacs grew by 8% over preceding year revenues of Rs. 6,790.23 Lacs.


SUBSIDIARIES / JOINT VENTURES / ASSOCIATES


The Company has three subsidiaries as on March 31, 2016 namely:


1. Dr. Morepen Ltd.


2. Total Care Ltd. (Subsidiary of Dr. Morepen Ltd.)


3. Morepen Inc., USA


The Company has liquidated its stake in Morepen Max Inc., USA during the year.


Dr. Morepen Limited


The wholly owned subsidiary Company Dr. Morepen Limited has been successful in creating umbrella brand for various OTC products. Keeping in view its strong brand lineage, newer OTC products are being added to its products portfolio. On account of lower material liquidation at end customer level, fresh material could not be directed at various sales channels. It resulted into lower current year revenue of Rs. 3,390.23 Lacs, against previous year revenues of Rs. 3,448.16 Lacs.


The Brand Sharing business with annual revenue of Rs. 1,572.61 Lacs has registered a handsome growth of 32% during the year. Branded OTC business on account of lower material liquidation saw a drop of 34% in its annual revenues. The Company expects that it will be able to improve its performance in the next year. The Brand Sharing business is also forecasted to bring in additional revenues in the coming years. Around 200 Stock Keeping Units (SKUs) under few major product categories, comprising, Cough & Cold Relief, General Wellbeing, Vitamins & Minerals, Skin, Hair & Oral Care, are catering to wide range of customers for their OTC Product requirements. Top four product categories under Brand Sharing arrangement contribute 75% of total Brand Sharing business. These categories have registered growth ranging from 47% to 227%.


Company is trying its best to grow by focusing on current business of OTC & Brand Sharing as well as by entering into different product l ines.


To take care of ever increasing grooming needs of the younger population, the Company has launched a new business under the name ''''Grooming'''', during the year under review. Current year sales of grooming products have been good at Rs. 274.91 Lacs. The Company expects greater pull in the coming years.


Further, an innovative and the state of the art business named as, ''''NOW (Nation on Wellness)'''', has been recently launched by the Company under its brand name ''''Dr. Morepen''''. It provides a customized guide to wellness for individuals, bringing together Nutrition and ''''External Counter Pulsation (ECP)'''' Therapy, amongst others, to improve cardiovascular fitness & overall health. One such Wellness Centre has been opened in Delhi. It has generated revenue of Rs. 49.47 Lacs during the year. The management is planning to open new centers in the coming years depending upon the response.


Total Care Limited


The Company is dealing in OTC & Health Care products. The scale of Company''''s operations was marginal during the year with the total revenues of Rs. 68.04 Lacs and nominal loss of Rs. 1.33 Lacs.


Morepen Inc.


This Company is our marketing and distribution interface in USA for various OTC & other products. The current year revenue was at Rs. 52.20 Lacs ($78,999) as against Rs. 43.07 Lacs ($72,574) in the previous year. Current year loss is Rs. 8.69 Lacs, against loss of Rs. 38.24 Lacs in the last year.


Morepen Max Inc. had been lying in dormant state for last few years. In view thereof, the Company has liquidated its stake during the year.


CONSOLIDATED FINANCIAL STATEMENTS


The Consolidated Financial Statements of the Company pursuant to Section 129 (3) of the Companies Act, 2013, prepared in accordance with the principles and procedures required for the preparation and presentation of consolidated financial statements as laid down under the Accounting Standard (AS) 21, "Consolidated Financial Statements", forms part of Annual Report for the year under review.


A Statement containing the salient features of the financial statements of Company''''s Subsidiaries, pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE ''''A'''' in the prescribed form AOC -1.


DIRECTORS & KEY MANAGERIAL PERSONNEL


Changes in Directors & Key Managerial Personnel


The Company has appointed Ms. Archana S. Bhargava (DIN: 02505308) as a Non-Executive Director (Additional Director), pursuant to provisions of Section 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or re-enacted from time to time, to fulfill the requirement of having a Woman Director on the Board and to hold office upto the conclusion of the ensuing Annual General Meeting.


Mr. Sushil Suri, Chairman & Managing Director of the Company, was re-appointed by the members, in the previous Annual General Meeting (AGM) held on September 18, 2015, for another term of 3 years w.e.f. October 20, 2015 pursuant to the provisions of Section 196, 197, 203, Schedule V and other applicable provisions of the Companies Act, 2013 and read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended or re-enacted from time to time.


The members also approved the re-appointment of Dr. A.K. Sinha, Whole-Time Director of the Company, who was liable to retire by rotation pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended or re-enacted from time to time.


Your Directors extended a warm welcome to Ms. Archana S. Bhargava for being a part of and adding women power to the Board of Directors of the Company. Directors also acknowledge the efforts of Mr. Sushil Suri, Chairman & Managing Director and Dr. A.K. Sinha, Whole-Time Director, in the growth of the Company and welcome their re-appointment on the Board.


Sub Section 6 of Section 152 of the Companies Act, 2013 lays down the provisions for retirement of directors by rotation. Accordingly, your Directors recommend the re-appointment of Mr. Sushil Suri, Chairman & Managing Director of the Company, who is liable to retire by rotation pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, as amended or re-enacted from time to time, has given his consent and being eligible has offered himself for re-appointment, in the ensuing Annual General Meeting.


Your Directors also recommend the appointment of Ms. Archana S. Bhargava (DIN: 02505308) who has given her consent and being eligible has offered herself for appointment, as a Non-Executive Director (Woman Director) pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or re-enacted from time to time, in the ensuing Annual General Meeting.


Declaration by Independent Director(s) and re-appointment


The Company has received necessary declaration from each Independent Director as per the provisions of Section 149(7) of Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6).


Evaluation of Board, Committees and Directors


Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out its own performance evaluation, that of the Committees and the individual performance of its Directors. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.


Familiarization Programme for Independent Directors


The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate Governance Report.


Meetings of Board of Directors


The Board of Directors met 4 times, during the year under review, to transact the business of the Company, the details of which are given in Corporate Governance Report.


Independent Directors Meeting


During the year under review, a separate meeting of the Independent Directors of the Company was held on February 08, 2016, without the presence of Non Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board. All the Independent Directors of the Company were present in the meeting.


DIRECTORS'''' RESPONSIBILITY STATEMENT


To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:


a) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable;


b) 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 profit and loss of the Company for that period;


c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting of fraud and other irregularities;


d) the annual accounts have been prepared on a going concern basis;


e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and


f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


MANAGERIAL REMUNERATION AND OTHER


DISCLOSURES


Disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:


a) Ratio of the remuneration of each Director to the median employee''''s remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed and forms part of this report as ANNEXURE ''''B''''.


b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed and forms part of this report as ANNEXURE ''''C''''.


c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.


AUDIT COMMITTEE


Your Company has an Audit Committee in compliance of the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with respect to Audit Committee as required to be given under the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Corporate Governance Report.


WHISTLE BLOWER POLICY /VIGIL MECHANISM


The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company''''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.


RISK MANAGEMENT


The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.


The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company.


NOMINATION AND REMUNERATION COMMITTEE


Your Company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with respect to Nomination and Remuneration Committee as required to be given under the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the ''''Corporate Governance Report''''.


The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Companies Act, 2013 and Para A of Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.


The detailed policy formulated by Nomination and Remuneration Committee is annexed and forms part of this report as ANNEXURE ''''D''''.


STATUTORY AUDITORS


M/s. M. Kamal Mahajan and Co., the Statutory Auditors of the Company, appointed by shareholders pursuant to Section 139 of the Companies Act, 2013, in 29th Annual General Meeting to hold office till conclusion of the ensuing Annual General Meeting, have given their consent and confirmed their eligibility under Section 141(3) of the Companies Act, 2013 to be re-appointed as the Auditors of the Company, in the ensuing Annual General Meeting of the Company.


EXPLANATION TO AUDITORS'''' REPORT


The Auditors vide Para''''s (vii) (a) & (viii) of the Annexure-A to the Auditors'''' Report have commented on delay in deposit of ESI, VAT, Income Tax (TDS) & Advance Tax dues and delay in payment of dues to the lenders. The Company has however, deposited all the dues in respect of ESI, PF and Income Tax (TDS) for the year under review. The Company is taking requisite steps for the deposit of Advance Tax and payment of loan and interest dues to the lenders.


SECRETARIAL AUDIT


Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Praveen Dua, Company Secretary, Proprietor of M/s. PD And Associates, Company Secretaries, was appointed by Board of Directors of the Company as Secretarial Auditors of the Company for the financial year 2015-16. The Secretarial Audit Report given by Secretarial Auditors is annexed and forms part of this report as ANNEXURE ''''E''''.


EXPLANATION TO SECRETARIAL AUDIT REPORT


The Secretarial Auditor has observed that the Company has not redeemed the Preference Shares due for redemption. The reason for not redeeming the Preference Shares have been suitably explained in Note No. 2(C) to the Financial Statements for the year ended March 31, 2016.


COST AUDIT


Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Accounting Records maintained by the


Company in respect of its Bulk Drugs and Formulations activity are required to be audited by Cost Auditors. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the Company for the financial year ended March 31, 2017, at a remuneration of Rs. 3 Lacs, subject to the ratification of their remuneration by the shareholders in the ensuing Annual General Meeting.


INTERNAL FINANCIAL CONTROLS


The Company has an Internal Control System, commensurate with the 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. The Company''''s internal financial control procedures ensure that Company''''s financial statements are reliable and prepared in accordance with the applicable laws.


To maintain its objectivity and independence, the Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audits throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board of Directors.


CORPORATE SOCIAL RESPONSIBILITY


The provisions related to Corporate Social Responsibility (CSR) as provided in Section 135 of the Companies Act, 2013 were not applicable to the Company during the year under review. The Corporate Social Responsibility (CSR) Committee of the Company was constituted by the Board on May 10, 2016 consequent to qualifying with the criteria specified in Section 135 (1) of the Companies Act, 2013 in the financial year 2016-17. The complete details are given in the Corporate Governance Report.


DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013


The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace pursuant to 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 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, while dealing with issues related to sexual harassment at the work place. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaint during the year.


LEGAL & CORPORATE MATTERS


During the financial year ending March 31, 2010, the Company had allotted 9,24,90,413 Equity Shares to the fixed deposit holders towards settlement of their dues under the Scheme of Arrangement or Compromise under Section 391 of the Companies Act, 1956, approved by the Hon''''ble Shimla High Court vide its order dated August 4, 2009. The Central Government preferred an appeal, against the aforesaid order, before the Hon''''ble Division Bench of Shimla High Court which permitted the implementation of the Scheme, subject to the final decision in the main appeal, vide its interim order dated August 27, 2009 and accordingly, the entire scheme was implemented in February, 2010. The Division Bench vide its order dated September 14, 2010 remanded the case to the learned Single Judge to decide the Petition afresh, after hearing all the parties and considering the representation of the Central Government. The Company filed an appeal against the aforesaid order of the Division Bench with the Hon''''ble Supreme Court of India which remitted the matter to the learned Single Judge of Hon''''ble high Court of Shimla with the request to decide the matter as expeditiously as possible. The matter is pending before the Single Judge for final adjudication.


The Equity Shares preferentially issued to Banks & Financial Institutions, excluding those issued to two allottees, wherein certain observations were made by the Stock Exchanges, and Foreign Investor in 2007, as per the terms of Debt Restructuring Scheme approved by the CDR cell have been listed on NSE & BSE, and are freely tradable on both the Stock Exchanges. In respect of preferential allotment made to promoters of the Company, in-principle approval has been granted by one of the Stock Exchanges while the approval from the other Stock Exchange is expected soon. Another allotment made to a lender, in 2008, pursuant to the CDR Scheme, is under consideration of the Stock Exchanges.


The cases filed against the Company on the basis of investigation carried under Section 235 of the Companies Act, 1956 and the consequential cases filed by the Registrar of Companies against the Company and its Directors are being defended by the Company.


The Company''''s appeal with the Hon''''ble Supreme Court against the appointment of special Directors on the board of the Company under Section 408 of Companies Act, 1956 is pending for final disposal.


EXTRACT OF ANNUAL RETURN


The detailed extract of Annual Report in Form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 is annexed and forms part of this report as ANNEXURE ''''F''''.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO


The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE ''''G''''.


PARTICULARS OF LOANS, GUARANTEES OR 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.


PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES


All the related party transactions that were entered into during the financial year were on arm''''s length basis and were in the ordinary course of business. There were no materially significant related party transactions, including certain arm''''s length transactions, during the year under review hence, the disclosure in Form AOC 2 is not required.


The complete details with respect to contracts or arrangements with related parties as required to be given under the Companies Act, 2013 and Part C of Schedule V of


SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Corporate Governance Report.


MANAGEMENT DISCUSSION AND ANALYSIS REPORT


A detailed review of the operations and performance of the Company is set out in the Management Discussion and Analysis Report pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of the Annual Report for the year under review as ANNEXURE ''''H''''.


HUMAN RESOURCES


A detailed review of Human Resources of the Company is set out in the Management Discussion and Analysis Report.


CORPORATE GOVERNANCE


A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is annexed as ANNEXURE ''''I''''.


ACKNOWLEDGMENTS


Your Directors also take this opportunity to place on record their sincere appreciation to the Customers, Suppliers, Collaborators, Company''''s GMP consultants, Directors, Auditors, Bankers, Financial Institutions, Medical & Legal Professionals, Drug Control Authorities, Government Agencies, Business Associates, Employees and Shareholders for their continued patronage and trust in the Company and its Management.


Your Directors look forward to your continued support in our efforts to grow together and enhance health through quality products.


For and on behalf of Board of Directors


Sushil Suri


Place: New Delhi (Chairman & Managing Director)


Date: August 09, 2016 DIN: 00012028

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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