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डॉ डैटसन लैब्स निदेशकों की रिपोर्ट, डॉ डैटसन लैब्स निर्देशकों द्वारा रिपोर्ट

डॉ डैटसन लैब्स

बीएसई: 533412  |  NSE: DRDATSONS  |  ISIN: INE928K01013  |  Pharmaceuticals

खोजें डॉ डैटसन लैब्स कनेक्शन Mar 13
निदेशकों की रिपोर्ट वर्षांत : Mar '14
The Members,
 
 The Directors of your Company have pleasure in presenting their Eighth
 Annual Report together with the Audited Balance Sheet as on 31st March
 2014, the related Statement of Profit and Loss for the year ended on
 that date and the Auditors Report thereon.
 
 - FINANCIAL RESULTS:-
 
 This fiscal has been an exciting year in terms of growth and
 profitability. To build further on the success achieved by the company
 we have embarked on increased investments in all aspects. We are
 confident that these spends will enable us to maintain our growth
 trajectory into the future.
 
 The Financial Highlights are given below:-
 
                                                   Figures in (Rs.Lacs)
                                                   2013-2014 2012-2013
 
 Sales and Other Income                             42892.42  52546.43
 
 Earnings Before Interest, Taxes, Depreciation 
 and Amortization                                    6474.52   6563.78
 
 Less: Depreciation                                  2044.21   2022.15
 
 Earnings Before Interest and Tax                    4430.31   4541.63
 
 Less: Finance Charges                               4301.44   4264.50
 
 Profit Before Tax                                    146.67   4767.76
 
 Prior Period Expenses                                 17.80      4.43
 
 Exceptional Item                                          0   4486.20
 
 Less: Provision for Taxation Current Tax              25.78     55.64
 
 Deferred Tax                                          61.52    222.17
 
 Add: MAT U/S 115JB                                    25.78     55.64
 
 Net Profit after Tax as carried to Balance Sheet      67.35     54.96
 
 Basic & Diluted Earnings Per Share                     0.46      0.40
 
                                                        0.19      0.37
 
 - YEAR IN RETROSPECT:-
 
 - The Company''s Sales decreased from Rs. 52,546.43 Lacs in the
 previous year to Rs. 42,892.42 Lacs in the current year.
 
 - EBITDA decreased from Rs. 6563.78 Lacs in the previous year to Rs.
 6474.52 Lacs in the current year.
 
 - Net Profit After Tax increaded from Rs. 54.96 Lacs in the previous
 year to Rs. 67.35 Lacs in the current year.
 
 - Debt equity ratio is 0.92 in current year as compare to previous
 year 1.07.
 
 - Current Ratio is 1.02 in current year as compare to previous year
 1.86.
 
 - BUSINESS OUTLOOK:-
 
 Dr. Datsons Labs Ltd, we believe that nothing toughens like the tough
 times. 2013-14 was a tough year as input cost continued to rise and key
 segments faced competitive pressures.
 
 The rupee devaluation on account of fiscal challenges in the country
 resulted in further pushing up the costs. Delay in financial
 commitments led to deferred timelines and low capacity build-up.
 
 We have undertaken steps to raise equity through sale of Stake so that
 the company gets in required funding for its Working Capital & Capex
 Program. We are looking for long term investors who can take forward
 the legacy of the company
 
 We chose not to stop, but to carry on; not be withered but to persist.
 Rough seas make better sailors.
 
 At Dr. Datsons we continued to wade through multiple challenges
 diligently, patiently and persistently. Our investments made over the
 years into an integrated business model also stemmed the decline.
 
 In wake of growing competition and increased inflation, cost control
 emerged as the biggest challenge during 2013- 14. We focused on
 critically analyzing each process and product to clearly identify
 avoidable elements in the cost structures. This enabled us to improve
 efficiency, process time and capacity utilization without any
 compromise on the end product/process quality. We continued to add new
 clients across all our divisions. We utilized the blend of our
 competitive cost structures with our global standards in R&D and
 synthetic chemistry skills to partner large pharma companies for
 long-term product development. Presently, we have forged four long-term
 partnerships for our products and derive 37 per cent of our total
 revenues from these partnerships.
 
 - RESEARCH & DEVELOPMENT:-
 
 A large investment in R&D could dent the bottom line especially when it
 does not create fresh revenues.
 
 Risk mitigation
 
 The Company created a strong R&D team dedicated to creating new
 products. The Company filed for more than 20 patents across different
 countries. Through R&D, the Company pioneered various oral lozenges in
 India. The Company''s R&D centre has been recognised by DSIR.
 Government of India
 
 - ENVIRONMENT & SAFETY OUTLOOK:-
 
 Dr. Datsons aggressively pursues safety, health and environment
 protection as an integral part of its business.  The Company strives to
 minimise the adverse impact of its activities and products on the
 environment and maintain a safe work place for its team members.
 
 The Company maintains a lawn and garden (shrubs and decorative plants)
 at its manufacturing units. More than 800 trees were planted over the
 five years leading to 2012-13.
 
 - Safety and health: Dr.Datsons strives to maintain the highest
 safety and health standards. The Company received the ISO 14001 (for
 environment management) and OHSAS 18001:1999 (for safety and health)
 certifications, vindicating its endeavour of maintaining operating
 practices in line with international benchmarks; each team member is
 adequately trained in maintaining these standards.  The Company
 completed all its expansion projects without a single accident. The
 Company constituted a six-member SHE committee.
 
 - Training on safety: The Company ensures that every team member is
 capable of handling emergency situations. It organises regular
 classroom and practical training from government approved agencies.
 
 - Evacuation plan: The Company''s safety programs are based on
 emergency evacuation plans. The team is kept informed about the updated
 documents and displays and the facilities are well indicated with
 assembly points.
 
 - Fire equipment: The Company''s facilities are equipped with
 sophisticated fire fighting infrastructure. It conducts three mock
 drills at its facilities annually. Critical areas like general
 warehouses and finished goods warehouses have smoke sensors with
 multiple alarms systems.
 
 - Environment: The Company is committed to comply with all applicable
 legal requirements through continual improvement in operational process
 for improving its environment measures. The Company does not generate
 any harmful/chemical wastes; it has a full-fledged effluent treatment
 plant for processing plant waste. The waste water is recycled for
 gardening purposes within the complex. All operating practices are
 based on the principle of efficient utilisation of material and energy
 The Company practices a policy of substituting hazardous materials and
 recycling of resources to the maximum extent possible.
 
 - DIVIDEND:-
 
 In order to conserve the resources of the Company for any future
 expansion, your Board deems fit not to recommend any dividend for the
 financial year 2013- 2014.
 
 - FIXED DEPOSIT:-
 
 The company has not accepted any fixed deposits during the year under
 reveiw.
 
 - MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:-
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 - SUBSIDIARY COMPANIES:-
 
 As per general exemption granted vide Government of India, Ministry of
 Corporate Affairs'' general circular no.  2/2011 dated 8th February,
 2011, the Company has not attached the annual accounts of its
 subsidiaries to this Annual Report. As required by the said circular,
 the relevant information for each subsidiary has been disclosed in the
 consolidated financial statements attached to this Annual Report.
 
 The Company will make available the annual accounts of subsidiaries and
 the related information to any Member of the Company who may be
 interested in obtaining the same. The annual accounts of subsidiaries
 will also be kept for inspection by any Member of the Company at the
 registered office of the Company. The Consolidated Financial Statements
 presented by the Company include the financial information of its
 subsidiaries.
 
 Further Statement under Section 212 of the Companies Act, 1956 is
 enclosed herewith.
 
 - DIRECTORS:-
 
 During the year under review, Mr. Shashikant Shinde retires by rotation
 and being eligible offers himself for reappointment at the forthcoming
 Annual General Meeting.
 
 Further Mr. Balkrishna Parab and Dr. Ullooppee Badade resigned as
 Directors of the Company w.e.f. 24th February 2014.
 
 Further, Mr. Chandulal Shah who was nominated as the
 
 Chairman-Emeritus of the Company stepped down as such w.e.f. 05th April
 2014.
 
 The Companies Act, 2013 (the Act) provides for appointment of
 independent directors. Sub-section (10) of Section 149 of the Companies
 Act, 2013 (effective from April 1, 2014) provides that independent
 directors shall hold office for a term of up to five consecutive years
 on the Board of a company; and shall be eligible for re- appointment on
 passing of ordinary resolution by the shareholders of the company.
 
 Sub-section (1) states that no independent director shall be eligible
 for more than two consecutive terms of five years. Sub-section (13)
 states that the provisions of retirement by rotation as defined in
 sub-sections (6) and (7) of Section 152 of the Act shall not apply to
 such independent directors.
 
 The non-executive independent directors were appointed as directors
 liable to retire by rotation under the provisions of the erstwhile
 Companies Act, 1956. The Board of Directors has been advised that non
 executive (independent) directors so appointed would continue to serve
 the term that was ascertained at the time of appointment as per the
 resolution pursuant to which they were appointed. Therefore, it stands
 to reason that only those non-executive (independent) directors who
 will complete their present term at the ensuing AGM of the Company in
 September 2014, being eligible and seeking re-appointment, be
 considered by the shareholders for re-appointment for a term of upto
 five consecutive years.
 
 Non-executive (independent) directors who do not complete their term at
 the ensuing AGM, will continue to hold office till the expiry of their
 term (based on retirement period calculation) and thereafter would be
 eligible for re-appointment for a fixed term in accordance with the
 Companies Act, 2013.
 
 Further, Mr. Giridhar Pulleti is appointed as an Independent Director
 of the Company for a period of five years w.e.f. April 1, 2014 upto
 March 31, 2019.
 
 - COMPLIANCE OFFICER:-
 
 Mr. Yogesh Patel, an Associate Member of the Institute of Company
 Secretaries of India is the Company Secretary and Compliance Officer of
 the Company.
 
 - AUDITORS AND AUDITORS REPORT -
 
 M/s. Agarwal, Desai & Shah, Chartered Accountants, Auditors of the
 Company retires at the conclusion of this Annual General Meeting and
 being eligible offers themselves for reappointment.
 
 Auditors Report:
 
 Auditors Report as issued by M/s. Agarwal Desai & Shah, Chartered
 Accountants is self explanatory and do not call for further
 clarification by the Board.
 
 - COST AUDITORS:-
 
 Your Board has proposed the appointment of M/s. Aatish Dhatrak &
 Associates as Cost Auditors of the Company for conducting Cost Audit
 for the financial year 2014- 2015.
 
 - PERSONNEL:-
 
 The Company considers human resources as its greatest asset and
 strength in the process of development and progress. In terms of the
 provisions of Section 217(2A) of the Companies Act, 1956, read with the
 Companies (Particulars of Employees) Rules, 1975 as amended by the
 Companies (Particulars of Employees) Rules, 2011, the names and other
 particulars of the employees are set out in the Annexure-A to the
 Directors'' Report.
 
 - DISCLOSURE OF PARTICULARS:-
 
 Information as per the Companies (Disclosure of Particulars on the
 report of the Board of Directors) Rules, 1988 relating to Conservation
 of Energy, Technology Absorption, Forex Earnings & Outgo is provided in
 Annexure B forming part of this report.
 
 - DIRECTORS RESPONSIBILITY STATEMENT: -
 
 Pursuant to the requirement under section 217(2AA) of the Companies Act
 with respect to Directors Responsibility Statement, it is hereby
 confirmed.
 
 a. That in preparation of the accounts for the finacial year ended 31st
 March 2014 the applicable accounting standards have been followed along
 with proper explanation relating to material departure.
 
 b. That the Directors have selected such accounting policies and
 adopted them consistently and made judgment and estimates that were
 reasonable and prudent so As to give a true and fair view of the state
 of affairs of the Company for the year under the review.
 
 c. That the Directors have taken proper and sufficient care for
 maintenance of adequate accounting records in accordance with the
 provision of the companies Act, 1956 for safeguarding the assets and
 for preventing, detecting fraud and other irregularities.
 
 d. That the Directors have prepared the accounts for the financial year
 ended 31st March 2014 on a going concern basis.
 
 - CORPORATE GOVERNANCE:-
 
 The Company is committed to maintain the highest standards of Corporate
 Governance and adhere to the Corporate Governance requirements set out
 by SEBI. The Company has also implemented several best Corporate
 Governance practices as generally prevalent.
 
 The Report on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement forms part of the Annual Report.
 
 The requisite Certificate from the Statutory Auditor confirming
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid Clause 49 is attached to this Report.
 
 - LISTING:-
 
 The shares of the Company are listed on the National Stock Exchange of
 India Limited and Bombay Stock Exchange Limited. The Company has paid
 the annual listing fees to the NSE and BSE for the year 2014-2015.
 
 - BOARD COMMITTEES:
 
 In Compliance with both the mandatory and non- mandatory requirements
 under the Listing Agreement and the applicable laws, the Board has
 maintained the following committees:
 
 (i) Audit Committee
 
 (ii) Shareholders/ Investor Grievance Committee
 
 (iii) Remuneration & Nomination Committee
 
 (iv) Investment Committee
 
 (v) Corporate Governance Committee
 
 (vi) Health, Safety, Environment & Corporate Social Responsibility
 Committee
 
 - FOREIGN CURRENCY CONVERTIBLE BONDS:
 
 The Company came out with the issue of Foreign Currency Convertible
 Bonds [FCCBs] aggregating to USD 40 million on 21st March 2013.
 However, the proceeds of the issue were fully utilized for which issue
 was made as mentioned in the Offering Circular dated March 21, 2013.
 
 - AUTHORISED CAPITAL:
 
 During the year under review, the authorized share capital of the
 Company was increased from Rs 50,00,00,000 (Rupees Fifty crores) to Rs.
 110,00,00,000 (Rupees One Hundred Ten crores) divided into 11,00,00,000
 Equity Shares of Rs. 10/- each.
 
 - ALLOTMENT OF SHARES:-
 
 During the year under review, the Company has allotted 3,94,84,717
 equity shares consequent to the conversion notice(s) received from the
 Bondholder for conversion of the Foreign Currency Convertible Bonds
 (FCCB) for total value of US$ 40.00 million at a conversion price of
 Rs. 55 per share, in accordance with the terms of the Offering Circular
 dated March 21, 2013 for issue of US$ 40 million unsecured foreign
 currency convertible bonds and the Supplemental Trust Deed dated
 February 21, 2014.
 
 Consequently the paid up share capital of the Company has increased
 from Rs. 13,88,71,510 aggregating 1,38,87,151 equity shares of Rs. 10
 each to Rs. 53,37,18,680 aggregating 5,33,71,868 equity shares of Rs.
 10 each.
 
 The Company has received approval from BSE Limited and the National
 Stock Exchange of India Limited for listing and dealing of all the
 above Equity Shares of the Company.
 
 - ACKNOWLEDGMENT:-
 
 Your Directors would like to express their appreciation for the
 assistance and co-operation received from Bankers, Govt authorities,
 customers, and vendors during the year.Your Directors also wish to
 place on record their deep sense of appreciation for the committed
 services of Executives, Staff and workers of the company.
 
 We are on the verge of storming both the domestic and international
 markets with our innovative and specialty products and make a mark
 globally for the Company.  We seek your active cooperation for all our
 future endeavors to make your Company a leading pharmaceutical Company.
 
                                        For and on behalf of the Board
 Dr. KANNAN VISHWANATH                                   PRABHAT GOYAL
 MANAGING DIRECTOR                                            DIRECTOR
 
 Place: Taloja 
 Date: 14/08/2014
 
स्रोत: रेलीगरे टेचनोवा

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