Granules India Ltd.-இன் இயக்குநர் அறிக்கை
Mar 31, 2023
The Board of Directors presents the Company''s thirty-second Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2023.
FINANCIAL RESULTS:
The Company''s financial performance for the year ended March 31, 2023 is summarized below:
|
(Rs. in Millions) |
||||
|
Standalone |
Consolidated |
|||
|
Year ended March 31, 2023 |
Year ended March 31,2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
|
Revenue from Operations |
39,312.00 |
32,384.37 |
45,119.17 |
37,649.21 |
|
Other Income |
99.32 |
175.11 |
137.80 |
176.08 |
|
Total Income |
39,411.32 |
32,559.48 |
45,256.97 |
37,825.29 |
|
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) |
8,481.71 |
6,621.61 |
9,275.99 |
7,398.45 |
|
Less: Finance Costs |
386.74 |
163.53 |
559.33 |
232.12 |
|
Less: Depreciation |
1,455.57 |
1,261.61 |
1,844.94 |
1,586.32 |
|
Profit Before Tax |
6,639.40 |
5,196.47 |
6,871.73 |
5,580.01 |
|
Less: Tax Expenses |
1,651.55 |
1,331.31 |
1,705.76 |
1,452.40 |
|
Profit for the year |
4,987.85 |
3,865.16 |
5,165.97 |
4,127.61 |
|
Dividends paid |
186.22 |
371.68 |
186.22 |
371.68 |
|
Note: The above figures are extracted from the standalone and consolidated financial statements of the Company. |
||||
OVERVIEW OF FINANCIAL AND BUSINESS OPERATIONS:
Standalone Financial Summary: On a standalone basis, the revenue from operations was '' 39,312.00 millions in FY 202223 as against '' 32,384.37 millions for FY 2021-22 and the net profit after tax was '' 4,987.85 millions in FY 2022-23 as against '' 3,865.16 millions for FY 2021-22.
Consolidated Financial Summary: On a consolidated basis, the revenue from operations was '' 45,119.17 millions in FY 202223 as against '' 37,649.21 millions for FY 2021-22 and the net profit after tax was '' 5,165.97 millions in FY 2022-23 as against '' 4,127.61 millions for FY 2021-22.
For more details, please refer to Management Discussion and Analysis report.
The primary growth driver in FY 22-23 was led by a change in the product mix. On a standalone basis, the Finished Dosages (FD) business contributed the largest share of revenue of the Company at 43.54% while Pharmaceutical Finished Intermediates (PFI) and Active Pharmaceutical Ingredients (API) contributed 23.11% and 33.35% respectively while it was 45%, 25% and 30% for FD, PFI and API respectively for the FY 202122.
In FY 2022-23, the Company filed five ANDAs with USFDA, two dossiers in the European region, two ANDS in Canada and one MA in South Africa. The Company also filed seven US DMFs and five Certificates of Suitability (CEP) with EDQM which will be used
for building future revenue from API business. The Company received four USFDA approvals, six approvals in the European region and three approvals in Canada. The management believes that it will continue to strengthen its position through dedicated research and the launch of new products.
Vertical integration has always been the strength and focus area of the Company. It will continue its focus on its core business and strengthen it by enhancing its market presence by backward integration strategies, improving operational efficiencies and continuous supply chain management. The noncore business will also be given equal focus and the Company shall endeavor towards adding new products, cost leadership and most importantly offering reliable and consistent services to all the customers. The Company''s goal of transforming more of its business into the finished dosage business will continue and with this objective, the Company will continue to grow as an integrated pharmaceutical Company in a sustainable and responsible manner.
The Board of Directors has recommended a final dividend of '' 1.50/- per equity share (Face value '' 1/- per equity share) for the financial year 2022-23, same as the total dividend paid in the previous financial year.
The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company may be accessed on the Company''s website at https://granulesindia.com/wp-content/uploads/pdf/Dividend-Distribution-policy.pdf.
MATERIAL CHANGES AFFECTING THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.
The authorized share capital of the Company is 50,50,00,000 equity shares of '' 1/- each. The paid-up share capital is 24,20,42,756 equity shares of '' 1/- each.
The Company had allotted 2,86,980 equity shares of '' 1/- each during the year upon the exercise of an equal number of stock options by the employees pursuant to the Employees Stock Option Scheme of the Company.
The Company bought back 62,50,000 equity shares of '' 1/-each during the financial year 2022-23.
BUYBACK OF EQUITY SHARES OF THE COMPANY:
The Board of Directors of the Company, at their meeting, held on August 09, 2022, approved the buyback of up to 62,50,000 (sixty-two lakh and fifty thousand only) paid-up equity shares of the Company having a face value of '' 1 each (representing 2.52% of the total number of fully paid-up equity shares of the Company), at a price of '' 400 (rupees four hundred only) per equity share payable in cash for a total consideration not exceeding '' 2,50,00,00,000 (rupees two hundred and fifty crores only) through the âTender Offerâ route as prescribed under the SEBI Buyback Regulations, on a proportionate basis, from the equity shareholders / beneficial owners of the equity shares of the Company as on the record date.
The Tender Offer was fully subscribed, and the total number of equity shares bought back under the Buyback was 62,50,000 (sixty-two lakhs fifty thousand) equity shares, at a price of '' 400 (rupees four hundred only) per equity share. The total amount utilized in the Buyback was '' 2,500 millions excluding transaction costs & applicable taxes.
TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND (IEPF):
In terms of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, unclaimed dividend amounting to '' 7,57,117/-(seven lahks fifty-seven thousand one hundred and seventeen only) pertaining to the final dividend for the financial year 2014-15 and up to third interim dividend for the financial year 2015-16 was transferred during the year under review to the Investor Education and Protection Fund established by the Central Government. Further, during the year under review, the Company transferred 15,571 equity shares to Investor Education and Protection Fund relating to the investors who have not claimed any dividend from the last seven consecutive years.
The details of the investors whose amount and shares are transferred are available on the website of the Company at https://qranulesindia.com/investors/investor-resources/ unclaimed-dividend-shares-transferred-to-iepf/.
MANAGEMENTâS 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:
SUBSIDIARY COMPANIES, THEIR PERFORMANCE AND DEVELOPMENTS
Granules USA, Inc.
Granules USA, Inc., a wholly-owned foreign subsidiary of the Company, caters to the requirements of customers in the U.S. market. During the FY 2022-23, the Company achieved a turnover of '' 7,279.76 millions against the turnover of '' 5,171.93 millions for FY 2021-22 and the profit after tax is '' 36.23 millions against '' 27.61 millions for FY 2021-22.
Granules Consumer Health Inc (GCH) is a wholly-owned subsidiary of Granules USA, Inc. GCH primarily focuses on marketing over-the-counter (OTC) medications to retailers. GCH opened a packaging facility that is approved by FDA in Manassas, Virginia, USA to support its business.
Granules Pharmaceuticals, Inc.
Granules Pharmaceuticals, Inc. (GPI), a wholly-owned foreign subsidiary of the Company located in Virginia, USA focuses on formulation R&D. During the FY 2022-23, the Company achieved a turnover of '' 11,193.99 millions against the turnover of '' 9,431.14 millions for FY 2021-22 and the profit after tax is '' 151.52 millions against '' 263.94 millions for FY 2021-22.
During the year FY 2022-23, GPI filed two ANDAs with USFDA, out of which approval was received for one application and the other application is under review. During the year under review, GPI launched one product under its label.
Granules Europe Limited
Granules Europe Limited is a wholly-owned foreign subsidiary of the Company set up in the United Kingdom for focusing on marketing to European customers.
Granules Life Sciences Private Limited
Granules Life Sciences Private Limited is a wholly-owned Indian subsidiary of the Company located in Hyderabad, India is in the process of establishing a greenfield facility to develop and manufacture formulation products.
Granules CZRO Private Limited
During the period under review, the Company incorporated a new wholly-owned subsidiary in India âCZRO Molecules Private Limitedâ for manufacturing green chemicals.
Further, the name of the Company has been changed to Granules CZRO Private Limited.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at https://granulesindia.com/wp-content/uploads/2022/03/ Policy-on-Material-Subsidiaries.pdf.
JOINT VENTURE /ASSOCIATE COMPANIES:
The Company has no joint venture or associate Company during the period under review.
No other Company has become or ceased to be a Company''s subsidiary, joint venture or associate Company.
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 is prepared in Form AOC-1 and it forms part of the consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of the Company and its subsidiaries for FY 2022-23 are prepared in compliance with Section 129(3) of the Companies Act, 2013 and regulation 34 of the Listing Regulations and in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the auditor''s Report thereon form a part of this annual report. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Boards. 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 at https://granulesindia.com/ investors/financial-reports/annual-accounts-of-subsidiaries-jvs/ and a copy of separate audited accounts of its subsidiaries will be provided to the members at their request till the date of the Annual General Meeting of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.
DIRECTORâS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to the Director''s Responsibility Statement, the Board of Directors of the Company to the best of their knowledge and ability hereby confirm that:
a) in the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards have been followed and there are no material departures from the same;
b) accounting policies have been selected 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, 2023 and of the profit and loss of the Company for the year ended on that date;
c) proper and sufficient care has been taken 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 preventing and detecting fraud and other irregularities;
d) t he annual accounts have been prepared on a going concern basis for the financial year ended March 31, 2023;
e) adequate internal financial controls for the Company to follow have been laid down and these are operating effectively; and
f) proper and adequate systems have been devised to ensure compliance with the provisions of all applicable laws and these systems are operating effectively.
The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from the secretarial auditor of the Company confirming compliance with the conditions of corporate governance is attached to the report on corporate governance.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report for the year under review, as stipulated under regulation 34(2)(f) of the Listing Regulations, is presented in a separate section, forming part of the annual report.
All related party transactions entered by the Company during the financial year 2022-23 with related parties were in the ordinary course of business and are on an arm''s length basis. During the year, except with the wholly-owned subsidiaries, the Company had not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions.
The Policy on the 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 https:// granulesindia.com/wp-content/uploads/2022/03/Granules-Related-Party-Transactions-Policy.pdf
The particulars of transactions 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 annexed herewith as Annexure IV to the Board''s report.
The details of the transactions with related parties were also provided in the notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee comprised three members out of which one is an Independent Director. The details of the constitution of the Committee and its meetings are provided in the corporate governance report. The CSR activities of the Company are governed through the Corporate Social Responsibility Policy (CSR Policy) approved by the Board and in compliance with Schedule VII of the Act. The CSR Policy may be accessed on the Company''s website at https://granulesindia.com/wp-content/uploads/pdf/other-information/8328CSR%20Policy.pdf.
During the year under review, the Company has spent ''110.02 millions on CSR activities. The annual report on CSR activities is annexed herewith as Annexure I to the Board''s report.
NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprised four members out of which three are Independent Directors. The details of the constitution of the Committee and its meetings are provided in the corporate governance report. The Chairman of the Committee is an Independent Director, thereby resulting in independent and unbiased decisions.
The Performance Evaluation and Remuneration Policy framed by the Committee and approved by the Board is directed towards rewarding the performance of Executive and NonExecutive Directors, Key Managerial Personnel and Senior Management Personnel of the Company based on a review of achievements periodically. The Performance Evaluation and Remuneration Policy may be accessed on the Company''s website at https://granulesindia.com/wp-content/uploads/pdf/ performance-evaluation-and-remuneration-policy.pdf
The Company has a Risk Management Committee of the Board and the details of the Committee and its terms of reference are set out in the corporate governance report.
The Risk Management Committee has been entrusted with the responsibility to
(a) oversee and approve the Company''s enterprise risk management framework;
(b) oversee at all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory and reputational risk.
(c) i dentify the other risks and assess that there is an adequate risk management infrastructure in place capable of addressing those risks.
The Company has a proper process for risk management.
Internal financial controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized, and embedded in the business processes. An assurance of the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by external consultants on behalf of the management at least once in a year. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
The Company continues to engage M/s Dhanunjaya & Haranath, Chartered Accountants as its internal auditors. During the year, the Company continued to implement its suggestions and recommendations to improve internal controls. Their scope of work includes a review of the operational efficiency, the effectiveness of systems & processes, compliances and assessing the robustness of the internal control systems in all areas of operations and the financial closure process. Internal auditor''s findings are discussed and suitable corrective actions are taken as per the directions of the Audit Committee on an ongoing basis to improve the performance of the Company.
The Company''s internal control systems are well established and are commensurate with the nature of its business and the size and complexity of its operations. The Audit Committee reviews the 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:
Assessment and appointment of members to the Board are based on a combination of the criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualifications required for the position. While appointing the Independent Directors, the potential Board member is also assessed on the basis of independence criteria defined in section 149(6) of the Act, and regulation 16(1 )(b) of the Listing Regulations.
Cessation
(1) Mr. Sandeep Neogi resigned as the Chief Financial Officer of the Company w.e.f. close of business hours on December 14, 2022. The Board placed on record its appreciation for his contribution during the tenure.
(2) During the year under review, Mr. Robert George Cunard (DIN: 08346308) resigned as an Independent Director of the Company with effect from March 17, 2023. The Board placed on record its appreciation for the contribution and guidance rendered by him during the tenure.
Appointment
(1) The Board of Directors at its meeting held on December 22, 2022, appointed Mr. Mukesh Surana as the Chief Financial Officer of the Company w.e.f December 30, 2022.
(2) The Board of Directors at its meeting held on May 16, 2023 appointed Mr. Kapil Kumar Mehan as an Additional Director categorized as Non-Executive, Independent Director on the Board from May 16, 2023 to fill the casual vacancy. The appointment is subject to the approval of the shareholders at the ensuing General meeting.
Re-appointment
(1) I n accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Harsha Chigurupati, (DIN: 01606477) Executive Director of the Company retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
(2) Mr. Arun Sawhney was appointed as an Independent Director for the first term of five years effective October 29, 2018. His office of directorship is due for retirement on October 28, 2023. Based on the recommendation of the Nomination and Remuneration Committee and after considering the performance evaluation of his first term of five years and considering the knowledge, acumen, expertise, experience and the substantial contribution he brings to the Board, the Committee has recommended the appointment of Mr. Arun Sawhney to the Board for a second term of five years. The Board, at its meeting held on May 16, 2023, approved the re-appointment of Mr. Arun Sawhney as an Non-Executive, Independent Director of the Company with effect from October 29, 2023 to October 28, 2028, whose office shall not be liable to retire by rotation.
The Board recommends the above re-appointments to the shareholders. The notice convening the 32nd AGM to be held on August 10, 2023, sets out the details.
In the opinion of the Board, the Directors re-appointed possess the integrity, expertise and experience to perform their functions effectively in the Company.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and the Listing Regulations.
The Board of Directors has complete access to the information within the Company. Independent Directors have the freedom to interact with the Company''s management. Interactions happen during the Board / Committee meetings when executives of the Company are asked to make presentations about the 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 to enable the Independent Directors to discuss matters about the Company''s affairs and put forth their combined views to the Board of Directors of the Company.
Key Managerial Personnel
Dr. Krishna Prasad Chigurupati, Chairman and Managing Director, Dr. Kandiraju Venkata Sitaram Rao, Joint Managing Director & CEO, Mrs. Uma Devi Chigurupati, Executive Director, Mr. Harsha Chigurupati, Executive Director, Mr. Mukesh Surana, Chief Financial Officer and Ms. Chaitanya Tummala, Company Secretary are Key Managerial Personnel of the Company during the year under review.
However, Mr. Sandeep Neogi was the Key Managerial Personnel of the Company till he resigned as the Chief Financial Officer of the Company.
The Company has devised a policy for the performance evaluation of the Independent Directors, Board, Committees and other individual Directors and also includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. Pursuant to the provisions ofthe Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or reenactments) for the time being in force), the process for annual evaluation of the performance of the Board, its Committees and individual Directors was carried out.
The performance of the Board and individual Directors was evaluated by the Board after seeking input from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, the effectiveness of Board processes, contribution in long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking input from the Committee Members.
In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and the performance of the Board as a whole including the Chairman of the Board.
The Company''s Employees Stock Option Schemes viz. ESOS-2009 & ESOS-2017 have been in place and the Company has made grants under ESOS-2009 & ESOS-2017 to the eligible employees of the Company and its subsidiaries. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes. The Company did not make any grant under ESOS- 2017 during the FY 2022-23. There has not been any material change in the Employee Stock Option Schemes during the financial year under review. The Schemes and their implementation are in line with the SEBI (Share Based Employee Benefits) Regulations, 2021 (âSBEB Regulationsâ) as amended thereof.
The applicable disclosures as stipulated under the SEBI guidelines as of March 31,2023 (cumulative position) about the Employee''s Stock Option Schemes are herein under-provided. The issue of equity shares pursuant to the 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.
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme. There has not been any material change in the Employee Stock Option Schemes during the period under review. The Schemes and their implementation are in line with the SEBI (Share Based Employee Benefits) Regulations, 2021 (âSBEB Regulationsâ) as amended thereof.
Under regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021, a certificate from M/s. Saurabh Poddar & Associates, Practicing Company Secretaries is annexed herewith as Annexure-II to the Board''s report.
The details of the stock options granted/vested/exercised under the Granules India Limited - ESOS 2009 approved by the members in the 18th Annual General Meeting and Granules India Limited -ESOS 2017 approved by the members in the 26th Annual General Meeting, are given below:
|
Sl. no. |
Description |
Details of Scheme |
|
|
ESOS-2009 ESOS-2017 |
|||
|
(a) |
Options granted till date under the scheme |
1,56,02,800 |
2,50,000 |
|
(b) |
Pricing formula |
Closing market price as on the date before the grant date on National Stock Exchange (where there was the highest trading volume). |
|
|
(c) |
Options vested during the year |
3,06,980 |
75,000 |
|
(d) |
Options exercised during the year |
2,86,980 |
NIL |
|
(e) |
Total number of shares arising as a result of the exercise of options |
2,86,980 |
NA |
|
(f) |
Options lapsed/surrendered during the year |
3,48,000 |
1,00,000 |
|
(g) |
Options lapsed/surrendered to date under the scheme |
91,80,272 |
1,00,000 |
|
(h) |
Variation in terms of options |
NIL |
NIL |
|
(i) |
Money realized by exercise of options during the year |
2,78,37,060 |
NA |
|
(j) |
Total number of options in force |
64,22,528 |
1,50,000 |
|
(k) |
Employee wise details of options granted during the year to be exercised at |
NA |
NIL |
|
(k)(i) |
Senior managerial personnel |
NA |
NIL |
|
(k)(ii) |
Any other employee who receives a grant in any one year of options amounting to 5% or more of options granted during the year. |
NA |
NIL |
|
(k)(iii) |
Identified employees who were granted an option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. |
NA |
NIL |
|
(l) |
Diluted Earnings per share (EPS) under the issue of shares on exercise of options calculated by Accounting Standards - Earning per share. |
'' 20.30 per share |
|
|
(m) |
Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost shall have been recognized if it had used the fair value of the options. |
Not Applicable |
|
|
(n) |
The weighted-average exercise price, whose exercise price either equals or exceeds or is less than the market price of the stock |
'' 97.00/- per share |
NA |
|
(o) |
Description of the method and significant assumptions used during the year to estimate |
The assumptions and model used for |
|
|
the fair values of options. |
estimating fair value are disclosed in Note 27 of the Standalone financial statements. |
||
Statutory Auditors
M/s. S.R. Batliboi & Associates LLP, Firm of Chartered Accountants, Hyderabad was appointed as the statutory auditors of the Company for a term of 5 (five) consecutive years, at the 31st Annual General Meeting held on July 27, 2022. They have confirmed that they are not disqualified from continuing as auditors of the Company.
The notes on the financial statement referred to in the auditors'' report are self-explanatory and do not call for any further comments. The auditors'' report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor
The Board has appointed M/s. Saurabh Poddar & Associates, Company Secretaries, to conduct a secretarial audit for the financial year 2022-2023. The secretarial audit report for the financial year ended March 31, 2023 is annexed herewith as Annexure III to the Board''s report. The secretarial audit report does not contain any qualification, reservation or adverse remark.
Meetings of the Board
Seven meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance report, which forms part of this report.
Audit Committee
The Audit Committee is comprised of four (4) Members out of which three (3) are Independent Directors and one (1) is an Executive Director. During the year under review, six Committee meetings were held, details of which are provided in the Corporate Governance report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
Whistleblower Policy and Vigil Mechanism
The Company has established a mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.
The Whistleblower policy may be accessed on the Company''s website at https://granulesindia.com/wp-content/ uploads/2022/06/Granules-India-Limited-whistle-blower-policy.pdf
Code of Conduct
A declaration regarding compliance with the code of conduct signed by the Company''s Joint Managing Director & CEO is published in the Corporate Governance report which forms part of the annual report.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided are provided in the standalone financial statement (Please refer to Note No.4A, 4B and 26(b) to the standalone financial statement).
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are annexed herewith as Annexure V to the Board''s report.
Annual Return
Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as of March 31, 2023 is placed on the website of the Company and may be accessed on the Company''s website at https://granulesindia.com/investors/ notice-disclosures/annual-returns/.
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith as Annexure VI to the Board''s report.
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, as amended thereof, a statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said rules forms part of this report.
Considering 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 by the members at the registered office of the Company or through electronic mode during business hours on working days up to the date of the forthcoming 32nd AGM of the Company. Any member interested in obtaining a copy thereof may write to the Company Secretary in this regard.
The Directors further state that the remuneration paid to the Key Managerial Personnel and Senior Management Personnel is as per the Company''s Performance Evaluation and Remuneration Policy.
Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013
The Company has complied with the provisions relating to the maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 during the year under review.
Policy on Sexual Harassment and Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has a Policy on âPrevention of Sexual Harassment of Women at Workplaceâ for the matters connected therewith or incidental thereto covering all the aspects as contained under the âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â and constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
No complaints were pending at the beginning of the financial year. During the year under review, one concern was reported which was investigated and appropriate action was taken. No complaint was pending as at the end of the financial year.
The Company regularly conducts awareness programs for the employees.
No disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
⢠Details relating to deposits covered under Chapter V of the Act.
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report.
⢠Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
⢠The Company does not have any scheme of provision of money for the purchase of its shares by employees or by trustees for the benefit of employees.
⢠Cost Audit is not applicable for the financial year 2022-23.
⢠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 the future.
⢠No fraud has been reported by the auditors to the Audit Committee or the Board.
⢠There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
⢠There was no instance of a one-time settlement with any Bank or Financial Institution.
We express our sincere appreciation and thank our valued shareholders, customers, bankers, business partners/ associates, analysts, financial institutions, insurance companies and Central and State government departments for their continued support and encouragement of the Company.
We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen at all levels.
On behalf of the Board of Directors
Dr. Krishna Prasad Chigurupati
Chairman and Managing Director Hyderabad, May 16, 2023 DIN: 00020180
Mar 31, 2022
The Board of Directors presents the Company''s thirty-first Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2022.
Financial Results:
The Company''s financial performance for the year ended March 31, 2022 is summarized below:
|
'' in lakhs |
||||
|
Standalone |
Consolidated |
|||
|
Year ended March 31, 2022 |
Year ended March 31,2021 |
Year ended March 31, 2022 |
Year ended March 31,2021 |
|
|
Revenue from Operations |
3,23,843.66 |
3,13,498.24 |
3,76,492.10 |
3,23,754.28 |
|
Other Income |
1,751.00 |
1,372.32 |
1,760.80 |
2,688.18 |
|
Total Income |
3,25,594.66 |
3,14,870.56 |
3,78,252.90 |
3,26,442.46 |
|
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) |
66,215.89 |
87,509.55 |
73,984.10 |
88,211.09 |
|
Less: Finance Costs |
1,635.23 |
2,377.39 |
2,321.07 |
2,628.41 |
|
Less: Depreciation |
12,616.09 |
11,845.14 |
15,863.20 |
15,146.25 |
|
Profit Before Tax |
51,964.57 |
73,287.02 |
55,799.83 |
70,436.43 |
|
Less: Tax Expenses |
13,313.09 |
18,008.71 |
14,524.02 |
15,490.53 |
|
Profit for the year |
38,651.48 |
55,278.31 |
41,275.81 |
54,945.90 |
|
Dividends paid |
(3,716.78) |
(2,474.77) |
(3,716.78) |
(2,474.77) |
|
Note: The above figures are extracted from the standalone and consolidated financial statements of the Company. |
||||
Overview of Financial and Business Operations
Consolidated Financial Summary: On a consolidated basis, the revenue from operations was '' 3,76,492.10 lakhs in FY 2021-22 as against '' 3,23,754.28 lakhs for FY 2020-21 and the net profit after tax was '' 41,275.81 in FY 2021-22 lakhs as against '' 54,945.90 lakhs for FY 2020-21.
Standalone Financial Summary: On a standalone basis, the revenue from operations was '' 3,23,843.66 lakhs in FY 2021-22 as against '' 3,13,498.24 lakhs for FY 2020-21 and the net profit after tax was '' 38,651.48 in FY 2021-22 lakhs as against '' 55,278.31 lakhs for FY 2020-21.
For more details, please refer to Management Discussion and Analysis report.
The primary growth driver in FY 2021-22 was led by a change in the product mix. On a standalone basis, the Finished Dosages (FD) business contributed the largest share of revenue of the Company at 45% while Pharmaceutical Finished Intermediates (PFI) and Active Pharmaceutical Ingredients (API) contributed 25% and 30% respectively while it was 50%, 20% and 30% for FD, PFI and API respectively for the FY 2020-21.
In FY 2021-22, we have filed eight ANDAs with US FDA, four dossiers in the European region and 2 ANDSs in Canada. We have also filed six US DMFs, four CEPs (Certificate of Suitability) with EDQM and five EDMFs, which will be used for building future revenue from API business. The management believes that it will continue to strengthen its position through dedicated research and the launch of new products.
Vertical integration has always been the strength and focus area of the Company. It will continue its focus on its core business and strengthen it by enhancing its market presence by backward integration strategies, improving operational efficiencies and continuous supply chain management. Non-core business will also be given equal focus and the Company shall endeavor towards adding new products, cost leadership and most importantly offering reliable and consistent services to all the customers. The Company''s goal of transforming more of its business into the finished dosage business will continue and with this objective, the Company will continue to grow as an integrated pharmaceutical Company in a sustainable and responsible manner.
Expansion Programs and Projects
As part of the expansion program, capacity enhancement at our Gagillapur facility with Multiple Unit Pellet System (MUPS) facility was completed and commercialized during the year under review. Expansion of capacity for manufacturing multiple APIs at Unit -V, Visakhapatnam was completed during the year under review and will be commercialized during the financial year 2022-23.
COVID-19
The Company has witnessed an increase in its input cost, logistic cost and port congestion as an indirect impact of COVID-19. Like all other Companies, it has taken appropriate short-term and long-term measures to combat this issue. The direct impact of COVID-19 second wave was also faced by the Company and the Company has followed the guidelines issued by the Government to run the operations with a complete cautious approach to the health and safety of the employees.
Dividend
The Board of Directors has recommended a final dividend of 0.75 paise per equity share (Face value '' 1/- per equity share) for the financial year 2021-22. This is in addition to the interim dividend of 75 paise per equity share paid during the year. The total dividend for the financial year 2021-22 aggregates to ''1.50/- per equity share as paid in the previous year.
The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company may be accessed on the Company''s website at: www.granulesindia.com.
Material Changes affecting the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.
The authorized share capital of the Company is 50,50,00,000 equity shares of '' 1/- each. The paid-up share capital is 24,80,05,776 equity shares of '' 1/- each. The Company had allotted 3,30,980 equity shares of '' 1/- each during the year upon exercise of an equal number of stock options by the employees pursuant to the Employees Stock Option Scheme of the Company.
Transfer to the Investor Education & Protection Fund (Iepf)
In terms of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, unclaimed dividend
amounting to '' 3,17,996/-(three lakh seventeen thousand nine hundred and ninety-six only) for the financial year 2013-14, was transferred during the year under review to the Investor Education and Protection Fund established by the Central Government. Further, during the year under review, the Company had transferred 5,090 equity shares to Investor Education and Protection Fund relating to the investors who have not claimed any dividend from the last seven consecutive years.
The details of the investors whose amount and shares are transferred are available on the website of the Company https:// www.granulesindia.com/.
Managementâs 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
Subsidiary Companies, their Performance and Developments
Granules USA, Inc.
Granules USA, Inc., a wholly-owned foreign subsidiary of the Company, caters to the requirements of customers in the U.S market. During the FY 2021-22, the Company achieved a turnover of '' 51,719.32 lakhs against the turnover of '' 51,588.69 lakhs for FY 2020-21 and the profit after tax is '' 476.82 lakhs against '' 1,138.00 lakhs for FY 2020-21.
During the period under review, Granules USA, Inc. incorporated its wholly-owned subsidiary under the name âGranules Consumer Health Inc.â(GCH) and as a result of this Granules Consumer Health Inc. became a step-down subsidiary of the Company. GCH will be focused on marketing private-label over-the-counter drugs to retailers.
Granules Pharmaceuticals, Inc.
Granules Pharmaceuticals, Inc. (GPI), a wholly-owned foreign subsidiary of the Company located in Virginia, USA focuses on formulation R&D. During the FY 2021-22, the Company achieved a turnover of '' 94,311.36 lakhs against the turnover of '' 50,508.57 lakhs for FY 2020-21 and the profit after tax is '' 2,639.37 lakhs against '' 6,077.84 lakhs for FY 2020-21.
During the year FY 2021-22, GPI received four (4) final approvals from the US FDA for the ANDAs filed by it and two (2) new ANDAs were filed during the year under review. During the year under review, GPI launched five (5) new products under its label.
Establishment Inspection Report was received during the year under review from the US FDA for its facility located in Virginia, USA.
Granules Europe Limited
Granules Europe Limited is a wholly-owned foreign subsidiary of the Company set up in the United Kingdom for focusing on marketing to European customers.
Granules Life Sciences Private Limited
Granules Life Sciences Private Limited is a wholly-owned Indian subsidiary of the Company located in Hyderabad, India is in the process of finalizing the project plan for establishing a greenfield facility to develop and manufacture formulation products.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at: www.granulesindia.com
Joint Venture /Associate Companies
The Company has no joint venture or associate Company during the period under review.
No other Company has become or ceased to be a Company''s subsidiaries, joint ventures or associate Companies.
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 is prepared in Form AOC-1 and it forms part of the consolidated financial statements.
Consolidated Financial Statements
The consolidated financial statements of the Company and its subsidiaries for FY 2021-22 are prepared in compliance with the Section 129(3) of the Companies Act, 2013 and regulation 34 of the Listing Regulations and in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited Consolidated Financial Statements together with the Auditor''s Report thereon form a part of this annual report. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Boards. 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 a copy of separate audited accounts of its subsidiaries will be provided to the members at their request till the date of the Annual General Meeting of the Company.
Compliance With Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.
the Company had not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on the 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: www. granulesindia.com.
The particulars of transactions 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 annexed herewith as Annexure IV to the Board''s report.
The details of the transactions with related parties were also provided in the notes to the financial statements.
Corporate Social Responsibility
The Corporate Social Responsibility (âCSR'') Committee comprised three members out of which one is an Independent Director. The details of the constitution of the Committee and its meetings are provided in the corporate governance report. The CSR activities of the Company are governed through the Corporate Social Responsibility Policy (âCSR Policy'') approved by the Board and in compliance with Schedule VII of the Act. The CSR Policy may be accessed on the Company''s website at: www.granulesindia.com
During the year under review, the Company has spent '' 912.98 lakhs on CSR activities. The annual report on CSR activities is annexed herewith as Annexure I to the Board''s report.
Nomination and Remuneration Committee
The Committee comprised four members out of which three are Independent Directors. The details of the constitution of the Committee and its meetings are provided in the corporate governance report. The Chairman of the Committee is an Independent Director, thereby resulting in independent and unbiased decisions.
The Performance Evaluation and Remuneration Policy framed by the Committee and approved by the Board is directed towards rewarding the performance of Executive and Non-Executive Directors, Key Managerial Personnel and Senior Management Personnel of the Company based on a review of achievements periodically. The Performance Evaluation and Remuneration Policy may be accessed on the Company''s website at: www. granulesindia.com.
Enterprise Risk Management
The Company has a Risk Management Committee of the Board and the details of the Committee and its terms of reference are set out in the Corporate Governance report.
Directorâs Responsibility Statement
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to the Director''s Responsibility Statement, the Board of Directors of the Company to the best of their knowledge and ability hereby confirm that:
a) in the preparation of the annual accounts for the year ended March 31,2022, the applicable accounting standards have been followed and there are no material departures from the same;
b) accounting policies have been selected 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, 2022 and of the profit and loss of the Company for the year ended in that date;
c) 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 preventing and detecting fraud and other irregularities;
d) t he annual accounts have been prepared on a going concern basis for the financial year ended March 31, 2022;
e) adequate internal financial controls for the Company to follow have been laid down and these are operating effectively; and
f) proper and adequate systems have been devised to ensure compliance with the provisions of all applicable laws and these systems are operating effectively.
The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
Business Responsibility Report
Business Responsibility 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.
All related party transactions entered by the Company during the financial year 2021-22 with related parties were in the ordinary course of business and are on an arm''s length basis. During the year, except with the wholly-owned subsidiaries,
The Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company''s enterprise risk management framework; and (b) oversees at 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. The Company has a proper process for risk management.
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized, and embedded in the business processes. An assurance of the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the external consultants on behalf of the management at least once in a year. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
The Company continues to engage M/s. Dhanunjaya & Haranath, Chartered Accountants as its Internal Auditors. During the year, the Company continued to implement its suggestions and recommendations to improve the internal controls. Their scope of work includes a review of the operational efficiency, the effectiveness of systems & processes, compliances and assessing the robustness of the internal control systems in all areas of operations and financial closure process. Internal Auditor''s findings are discussed and suitable corrective actions are taken as per the directions of the Audit Committee on an ongoing basis to improve the performance of the Company.
The Company''s internal control systems are well established and are commensurate with the nature of its business and the size and complexity of its operations. The Audit Committee reviews the 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
Assessment and appointment of members to the Board are based on a combination of the criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualifications required for the position. While appointing the Independent Director, the potential Board
Cessation
i) During the year under review, Mrs. Jyothi Prasad (DIN: 06947488) resigned as an Independent Director of the Company with effect from October 06, 2021. The Board places on record its deep appreciation for the invaluable contribution and guidance rendered by Mrs. Jyothi Prasad during her tenure.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and the Listing Regulations.
The Board of Directors has complete access to the information within the Company. Independent Directors have the freedom to interact with the Company''s management. Interactions happen during the Board / Committee meetings when executives of the Company are asked to make presentations about the 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 to enable the Independent Directors to discuss matters about the Company''s affairs and put forth their combined views to the Board of Directors of the Company.
Key Managerial Personnel
Dr. Krishna Prasad Chigurupati, Chairman and Managing Director, Dr. Kandiraju Venkata Sitaram Rao, Joint Managing Director & CEO, Mrs. Uma Devi Chigurupati, Executive Director, Mr. Harsha Chigurupati, Executive Director, Mr. Sandip Neogi, Chief Financial Officer and Ms. Chaitanya Tummala, Company Secretary are Key Managerial Personnel of the Company during the year under review.
Board Evaluation
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for annual evaluation of the performance of the Board, its Committees and individual Directors was carried out.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, the effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees
The applicable disclosures as stipulated under the SEBI guidelines as of March 31,2022 (cumulative position) about the Employee''s Stock Option Schemes are herein under provided. The issue of equity shares pursuant to the 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.
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme. There has not been any material change in the Employee Stock Option Schemes during the period under review. The Schemes and its implementation are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (âSBEB Regulationsâ) as amended thereof.
Under regulation 13 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021, a certificate from M/s. Saurabh Poddar & Associates, Practicing Company Secretaries is annexed herewith as Annexure-II to the Board''s report.
member is also assessed on the basis of independence criteria defined in Section 149(6) of the Act, and regulation 16(1 )(b) of the Listing Regulations.
Appointment
Pursuant to the recommendations of the Nomination and Remuneration Committee (âNRC'') and the Board of Directors, the members of the Company through postal ballot approved the following appointments during the year under review:
i) Appointed Dr. Saumen Chakraborty (DIN: 06471520) as an Independent Director not liable to retire by rotation, for a period of 5 years commencing from December 13, 2021 to December 12, 2026.
ii. Appointed Mrs. Sucharita Rao Palepu (DIN: 07807717) as an Independent Director not liable to retire by rotation, for a period of 5 years commencing from December 22, 2021 to December 21, 2026.
iii. Appointed Dr. Kandiraju Venkata Sitaram Rao (DIN: 08874100) as a Joint Managing Director & CEO not liable to retire by rotation, for a period of 5 years commencing from January 05, 2022 to January 04, 2027.
Re-appointment
i) Mrs. Uma Devi Chigurupati (00737689) was re-appointed as Whole-Time Director by the members in the 26th Annual General Meeting held on September 28, 2017 for a period of five years w.e.f. May 31,2017. The current term of office of Mrs. Uma Devi Chigurupati as Whole-Time Director concludes on May 31,2022. Considering the commitment consistently shown and results exhibited, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, has decided to re-appoint Mrs. Uma Devi Chigurupati as Whole-Time Director of the Company for a further period of 5 (five) years effective from May 31, 2022 to May 30, 2027.
ii) I n accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kolli Basava Sankar Rao, (DIN: 05167550) Non-Executive Director of the Company retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
The Board recommends for the approval of the members by way of a special resolution for the appointment of Mrs. Uma Devi Chigurupati as Whole-Time Director of the Companyand by way of ordinary resolution for the appointment of Mr. Kolli Basava Sankar Rao, as Non-Executive Director of the Company.
I n the opinion of the Board, the Directors appointed during the year under review possess the integrity, expertise and experience to perform their functions effectively in the Company.
was evaluated by the Board after seeking input from the Committee Members.
In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and the performance of the Board as a whole including the Chairman of the Board.
The Company''s Employees Stock Option Schemes viz. ESOS-2009 & ESOS-2017 has been in place and the Company has made grants under ESOS-2009 & ESOS-2017 to the eligible employees of the Company and its subsidiaries. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes. The Company did not make any grant under ESOS-2017 during the FY 2021-22. There has not been any material change in the Employee Stock Option Schemes during the financial year under review. The Schemes and their implementation are in line with the SEBI (Share Based Employee Benefits) Regulations, 2021 (âSBEB Regulationsâ) as amended thereof.
The details of the stock options granted/ vested/ exercised under the Granules India Limited - ESOS 2009 approved by the members in the 18th Annual General Meeting and Granules India Limited - ESOS 2017 approved by the members in the 26th Annual General Meeting, are given below:
|
Sl. |
Description |
Details of Scheme |
|
|
No. |
ESOS-2009 |
ESOS-2017 |
|
|
(a) |
Options granted till date under the scheme |
15,602,800 |
2,50,000 |
|
(b) |
Pricing formula |
Closing market price as on the date before the grant date on National Stock Exchange (where there was the highest trading volume). |
|
|
(c) |
Options vested during the year |
3,60,980 |
75,000 |
|
(d) |
Options exercised during the year |
3,30,980 |
NIL |
|
(e) |
Total number of shares arising as a result of the exercise of options |
3,30,980 |
NA |
|
(f) |
Options lapsed/surrendered during the year |
1,22,640 |
NIL |
|
(g) |
Options lapsed/surrendered to date under the scheme |
88,32,272 |
NIL |
|
(h) |
Variation in terms of options |
NIL |
NIL |
|
(i) |
Money realized by exercise of options during the year |
3,21,05,060 |
NA |
|
(j) |
Total number of options in force |
67,70,528 |
2,50,000 |
|
(k) |
Employee wise details of options granted during the year to be exercised at |
NA |
NIL |
|
(k)(i) |
Senior managerial personnel |
NA |
NIL |
|
(k)(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of options granted during the year. |
NA |
NIL |
|
|
(k)(iii) Identified employees who were granted an option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. |
NA |
NIL |
|
|
(l) |
Diluted Earnings per share (EPS) under the issue of shares on exercise of options calculated by Accounting Standards - Earning per share. |
'' 16.60 per share |
|
|
(m) |
Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost shall have been recognized if it had used the fair value of the options. |
Not Applicable |
|
|
Sl. |
Description |
Details of Scheme |
|
No. |
ESOS-2009 ESOS-2017 |
|
|
(n) |
The weighted-average exercise price, whose exercise price either equals or exceeds or is less than the market price of the stock |
'' 97.00/- per share NA |
|
(o) |
Description of the method and significant assumptions used during the year to estimate the fair values of options. |
The assumptions and model used for estimating fair value are disclosed in Note 27 of Standalone financial statements. |
Extract of Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2022 is placed on the website of the Company and may be accessed on the Company''s website at: www.granulesindia.com.
Particulars of Employees and Related Disclosures
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith as Annexure VI to the Board''s report.
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, as amended thereof, a statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said rules forms part of this report.
Considering 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 by the members at the registered office of the Company or through electronic mode during business hours on working days up to the date of the forthcoming 31st AGM of the Company. Any member interested in obtaining a copy thereof may write to the Company secretary in this regard.
The Directors further state that, the remuneration paid to the Key Managerial Personnel and others is as per the Performance evaluation and Remuneration Policy of the Company.
Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013
The Company has complied with the provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 during the year under review
Policy on Sexual Harassment and Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has a Policy on âPrevention of Sexual Harassment of Women at Workplaceâ for the matters connected therewith or incidental thereto covering all the aspects as contained under the âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â and constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Statutory Auditors
M/s. B. S. R. & Associates LLP, Firm of Chartered Accountants, Hyderabad (Registration No. 116231W/W-100024) was appointed as statutory auditors of the Company, for a term of 5 (five) consecutive years, at the 26th Annual General Meeting held on September 28, 2017 as per the provisions of the Companies Act, 2013 read with rules made thereunder and the term of the statutory auditors concludes at the conclusion of the 31st AGM of the Company.
Subject to the approval of the members, the Board on the recommendations of the Audit Committee of the Board approved the appointment of M/s. S. R. Batliboi & Associates LLP Chartered Accountants (Registration No. 101049W/ E300004) as the statutory auditors of the Company for a period of 5 (five) consecutive years from the conclusion of 31st AGM till the conclusion of the 36th AGM in place of the retiring auditors. Further, M/ s. S. R. Batliboi & Associates LLP, Chartered Accountants have confirmed their consent/willingness and eligibility under the provisions of the Companies Act, 2013 read-with rules made thereunder. They have also confirmed that they meet the criteria for appointment specified in Section 141 of the Act and all other applicable provisions of the Act. Further, the Company has also received a copy of the Peer Review Certificate issued by the Institute of Chartered Accountants of India to the said auditors and a declaration from the auditors that they are not disqualified for the appointment under the Act.
The notes on the financial statement referred to in the auditors'' report are self-explanatory and do not call for any further comments. The auditors'' report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor
The Board has appointed M/s. Saurabh Poddar & Associates, Company Secretaries, to conduct a secretarial audit for the financial year 2021-22. The secretarial audit report for the financial year ended March 31, 2022 is annexed herewith as Annexure III to the Board''s report. The secretarial audit report does not contain any qualification, reservation or adverse remark.
Meetings of the Board
Seven meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance report, which forms part of this report.
Audit Committee
The Audit Committee comprised four (4) Members out of which three (3) are Independent Directors and one (1) is an Executive Director. During the year under review, five Committee meetings were held, details of which are provided in the Corporate Governance report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
Whistleblower Policy and Vigil Mechanism
The Company has devised an effective whistleblower mechanism enabling employees to communicate their concerns about illegal or unethical practices freely. The Company has also established a vigil mechanism for employees to report concerns about any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. Protected disclosures can be made by a whistleblower through several channels. The whistleblower policy of the Company (''the Policy'') provides for adequate safeguards against the victimization of employees who avail of the mechanism. No personnel of the Company has been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price-sensitive information.
The Policy on vigil mechanism and whistleblower policy may be accessed on the Company''s website at: www.granulesindia. com
Code of Conduct
A declaration regarding compliance with the code of conduct signed by the Company''s Joint Managing Director & CEO is published in the Corporate Governance report which forms part of the annual report.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided are provided in the standalone financial statement (Please refer to Note No.4A, 4B and 26(b) to the standalone financial statement).
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 annexed herewith as Annexure V to the Board''s report.
During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.
The Company regularly conducts awareness programs for its employees.
No disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
⢠Details relating to deposits covered under Chapter V of the Act.
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report.
⢠Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
⢠The Company does not have any scheme of provision of money for the purchase of its shares by employees or by trustees for the benefit of employees.
⢠Cost Audit is not applicable for the financial year 2021-22.
⢠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 the future.
⢠No fraud has been reported by the Auditors to the Audit Committee or the Board.
⢠There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
⢠There was no instance of one-time settlement with any Bank or Financial Institution.
We express our sincere appreciation and thank our valued shareholders, customers, bankers, business partners/ associates, analysts, financial institutions, insurance companies and Central and State government departments for their continued support and encouragement to the Company.
We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen at all levels.
On behalf of the Board of Directors Dr. Krishna Prasad Chigurupati
Hyderabad Chairman and Managing Director
June 05,2022 DIN:00020180
Mar 31, 2018
Dear Members,
The Board of Directors are pleased to present the Companyâs 27th Annual Report and the Companyâs audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018.
Financial Results:
The Companyâs financial performance for the year ended March 31, 2018 is summarised below:
(Rs. in lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended March 31, 2018 |
Year ended March 31, 2017 |
Year ended March 31, 2018 |
Year ended March 31, 2017 |
|
|
Revenue from Operations |
1,65,386.92 |
1,37,416.90 |
169,184.83 |
1,43,525.34 |
|
Other Income |
2,377.13 |
1,452.02 |
1,084.27 |
992.53 |
|
Total Income |
1,67,764.05 |
1,38,868.92 |
170,269.10 |
1,44,517.87 |
|
EBITDA |
31,729.63 |
31,031.89 |
28,926.34 |
30,876.33 |
|
Less: Finance Costs |
3,292.70 |
3,216.41 |
3,305.98 |
3,225.63 |
|
Less: Depreciation |
7,591.64 |
7,135.16 |
7,620.20 |
7,151.27 |
|
Profit Before Tax, share of profit of joint venture and associate |
20,845.29 |
20,680.32 |
18,000.16 |
20,499.42 |
|
Share of profit in joint venture and associate, net of tax |
- |
- |
1,598.81 |
2,472.61 |
|
Profit Before Tax |
20,845.29 |
20,680.32 |
19,598.97 |
22,972.03 |
|
Less: Tax Expenses |
6,929.10 |
6,397.65 |
6,339.85 |
6,520.13 |
|
Profit for the year |
13,916.19 |
14,282.67 |
13,259.12 |
16,451.91 |
|
Add: Surplus Brought Forward from Previous Year |
19,637.10 |
17,587.47 |
21,784.30 |
17,565.43 |
|
Surplus Available Appropriations made to Surplus: |
33,553.29 |
31,870.14 |
35,043.42 |
34,017.34 |
|
Dividends including dividend tax |
(2,904.98) |
(2,233.04) |
(2,904.98) |
(2,233.04) |
|
Transfer to General Reserve |
- |
(10,000.00) |
- |
(10,000.00) |
|
Balance carried to Balance Sheet |
30,648.31 |
19,637.10 |
32,138.43 |
21,784.00 |
|
Basic Earnings per share |
5.76 |
6.53 |
5.49 |
7.52 |
|
Diluted Earnings per share |
5.74 |
6.49 |
5.47 |
7.48 |
Note: The above figures are extracted from the standalone and consolidated financial statements
Overview of Financial and Business Operations:
The Companyâs Standalone revenues from operations was RS.1,65,386.92 lakhs for the FY 2017-18 as compared to RS.1,37,416.90 lakhs for the previous year registering growth of 20.35%. The Company has made Net Profit of RS.13,916.19 lakhs on standalone basis for the year under review as compared to RS.14,282.67 lakhs for the previous year, a decrease of 2.57%.
The primary growth driver in FY 2017-18 was led by change in product mix. On a standalone basis, the Finished Dosages (FD) business contributed the largest share of revenue of the Company at 39% while Pharmaceutical Finished Intermediates (PFI) and Active Pharmaceutical Ingredients (API) contributed 24% and 37% respectively while it was 39%, 24% and 37% for API, PFI and FD respectively for the FY 2016-17.
During the year under review, US FDA has completed site inspection for the Companyâs facilities located at Gagillapur and Jeedimetla. US FDA had issued Establishment Inspection Report for both the facilities. In the FY 2017-18, we have filed ten ANDAs in total and out of this three are filed from Hyderabad facility in India. We have also filed four US DMFs, one CEP (Certificate of Suitability) with EDQM and two EDMFs from Hyderabad and Visakhapatnam facilities in India which will be used for building future revenue from API business. The management believes that it will continue to strengthen its position through dedicated research and introduction of new products.
Vertical integration has always been the strength and focus area of the Company. It will continue its focus on its core business and strengthen it by enhancing its capacities, improving operational efficiencies, adding new products, moving up in the value chain and most importantly offering better services to the customers. The Company will continue to solidify its business model and build systems that are sustainable as it continue to scale-up.
Expansion Programs and Projects:
The Company has initiated commercial production of enhanced capacity of Metformin and Paracetamol API at Bonthapally facility. The Company has further commercialised the 6,000 MTA new PFI block at Gagillapur facility during the year. This should remove the API and PFI level bottleneck and translate into increased revenues from our core business activity.
Dividend:
The Board of Directors has recommended a final dividend of 25 paisa per equity share (Face value RS.1/- per equity share) for the FY 2017-18, amounting to RS.635.23/- Lakhs. This is in addition to the interim dividend of 75 paisa per equity share paid during the year. The total dividend for the FY 2017-18 aggregates to RS.1/- per equity share amounting to RS.2,476.33 lakhs as compared to 90 paisa per equity share paid in the previous year.
The dividend payout is in accordance with the Companyâs Dividend Distribution Policy. The Dividend Distribution Policy of the Company may be accessed on the Companyâs website at: www.granulesindia.com
Material Changes Affecting The Company:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
Share Capital:
The Authorised Share Capital of the Company is 505,000,000 equity shares of RS.1/- each. The Company has allotted 24,754,792 equity shares of RS.1/- each through Qualified Institutions Placements (QIP) pursuant to the approval of the members obtained during the financial year 2017-18. The Company has further allotted 380,000 equity shares of RS.1/- each in trenches upon exercise of an equal number of stock options by the employees pursuant to the Employee Stock Option Scheme of the company.
In view of the above allotments, the outstanding shares of the company increased from 228,702,770 equity shares of RS.1/- each to 253,837,562 equity shares of RS.1/- each during the financial year 2017-18.
Transfer to The Investor Education & Protection Fund (IEPF):
In terms of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, unclaimed dividend amounting to RS.108,868 (one lakh eight thousand eight hundred and sixty eight only) for the financial year 2009-10, was transferred to the Investor Education and Protection Fund established by the Central Government during the year under review.
Managementâs Discussion and Analysis Report:
Managementâs 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 Venture and Associate Companies:
Subsidiary Companies, their Performance and Developments
- Granules USA, Inc.
Granules USA, Inc., a wholly-owned foreign subsidiary of the Company, caters to the requirements of customers in the U.S market. The Share Capital of the Company as on March 31, 2018 is RS.116.31 lakhs. During the FY 2017-18, the Company achieved a turnover of RS.40,216.67 lakhs against the turnover of RS.39,558.16 lakhs for FY 2016-17 and the profit after tax is RS.305.93 lakhs against RS.346.21 lakhs for FY 2016-17.
- Granules Pharmaceuticals, Inc.
Granules Pharmaceuticals. Inc. (GP Inc.), a wholly-owned foreign subsidiary of the Company located in Virginia, USA focuses in formulation R&D. The Share Capital of the Company as on March 31, 2018 is RS.1,225.00 lakhs. Seven (7) ANDAs were filed from this facility in the FY 2017-18. These are first set product filling from this facility towards building a niche portfolio for the US market. During the year under review, US FDA has completed site inspection for the facility located at Verginia and issued Establishment Inspection Report
- Granules Europe Limited
Granules Europe Limited is a wholly owned foreign subsidiary set up in UK for focusing on marketing to European customers.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Companyâs website at: www.granulesindia.com
Joint Venture /Associate Companies
The developments in business operations / performance of Joint Venture /Associate Companies consolidated with the Company are stated below:
- Granules-Biocause Pharmaceutical Co. Limited
The Share Capital of the Company as on March 31, 2018 is RS.3,638.06 lakhs. The Company achieved a turnover of RS.28,022.19 lakhs during the year under review as against turnover of RS.21,999.84 lakhs in the previous year. Profit after tax for the year under review is RS.2,835.05 as against RS.2,458.56 lakhs during the previous year of which Granules India Limited reports 50% share in profit from Joint Ventures/Associates.
- Granules OmniChem Private Limited
The Share Capital of the Company as on 31st March 2018 is RS.8,576.19 lakhs. The Company achieved a turnover of RS.14,697.97 lakhs during the FY 2017-18 as against RS.20,031.91 lakhs during the FY 2016-17. Profit after tax for the year under review is RS.362.57 lakhs as against RS.2,487.03 lakhs in the previous year of which Granules India Limited reports 50% share in profit from Joint Ventures/Associates. The Company had received Establishment Inspection Report from US FDA during the year.
During the year under review, no Company has become or ceased to be Companyâs subsidiaries, joint ventures or associate companies.
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, Joint Ventures and Associates 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(3) of the Companies Act, 2013 and regulation 34 of the Listing Regulations and prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended thereof forms a part of this annual report. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, joint venture and associate companies, as approved by their respective Boards. 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.
Secretarial Standards:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
Directorâs Responsibility Statement:
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to the Directorâs Responsibility Statement, the Board of Directors of the Company hereby confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 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 âgoing concernâ basis for the financial year ended March 31, 2018;
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:
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (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.
Business Responsibility Report:
Business Responsibility 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.
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 are on an armâs 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 Companyâs website at: 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 the Boardâs report
Corporate Social Responsibility (CSR):
The Composition of the CSR Committee is provided below.
|
Name Category |
|
|
Mrs. Uma Devi Chigurupati, |
Non-Independent, Executive |
|
Chairperson |
|
|
Mr. Krishna Prasad |
Non-Independent, Executive |
|
Chigurupati |
|
|
Mr. A. Arun Rao |
Independent, Non-Executive |
The CSR Policy may be accessed on the Companyâs website at: www.granulesindia.com
The Company is undertaking CSR initiatives in compliance with Schedule VII to the Act. During the year under review, the Company has spent RS.176.09 lakhs on CSR activities. The annual report on CSR activities is annexed herewith marked as Annexure I to the Boardâs report.
Nomination and Remuneration Committee:
The Companyâs 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 2017-18, the composition of Nomination and Remuneration Committee is provided below.
|
Name |
Category |
|
Mr. C. Parthasarathy, Chairman |
Independent, Non-Executive |
|
Mr. L. S. Sarma |
Independent, Non-Executive |
|
Mr. A. Arun Rao |
Independent, Non-Executive |
|
Mr. K.B. Sankar Rao |
Non-Independent, NonExecutive |
|
Mr. Krishna Prasad Chigurupati |
Non-Independent, Executive |
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:
Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Companyâs 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. The Company has proper process for Risk Management.
Internal Financial Controls:
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
Internal Audit & Controls:
The Company continues to engage M/s Dhanunjaya & Haranath, Chartered Accountants as its Internal Auditors. During the year, the 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 ongoing basis to improve efficiency in operations.
The Companyâs 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 Companyâs 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:
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- Executive Director of the Company, retires by rotation at the 27th 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 Regulations.
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. Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out in accordance with the policies in force.
The Board of Directors has complete access to the information within the Company. Independent Directors have the freedom to interact with the Companyâs management. Interactions happen during Board / Committee meetings, when executives of the Company 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 Companyâs 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, Dr. V.V.N.K.V. Prasada Raju, Executive Director, Mr. K. Ganesh, Chief Financial Officer and Ms. Chaitanya Tummala, Company Secretary are Key Managerial Personnel of the Company during the year under review.
Employee Stock Option Scheme:
The Companyâs Employee Stock Option Scheme viz. ESOS-2009 has been in place since year 2009-10 and the Company has made grants under ESOS-2009 to the eligible employees of the Company and its subsidiaries. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employeesâ Stock Option Scheme of the Company. The Company, during the year obtained approval of the members for a new scheme viz. Employee Stock Option Scheme 2017 (ESOS-2017). The Company did not make any grant under ESOS- 2017 during the FY 2017-18. There has not been any material change in the Employee Stock Option Schemes during the current financial year. The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (âSBEB Regulationsâ).
The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2018 (cumulative position) with regard to the Employeeâs 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 regulation 13 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. certificate from M/s. B S R & Associates, LLP, Statutory Auditors is given as Annexure II to the Boardâs report. Voting rights on the shares issued to employees under the Employee Stock Option Scheme are either exercised by them directly or through their appointed proxy.
The details of the stock options granted / vested / exercised under the Granules India Limited - Employee Stock Option Scheme 2009 approved by the members in 18th Annual General Meeting, are given below:
|
Sl. no. |
Description |
Details |
||
|
(a) |
Options granted till date under the scheme |
12,688,000 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 |
484,000 |
||
|
(d) |
Options exercised during the year |
380,000 |
||
|
(e) |
Total number of shares arising as a result of exercise of options |
380,000 |
||
|
(f) |
Options lapsed during the year |
233,300 |
||
|
(g) |
Options lapsed till date under the scheme |
2,873,300 |
||
|
(h) |
Variation in terms of options |
Nil |
||
|
(i) |
Money realized by exercise of options during the year |
RS.8,631,000/- |
||
|
(j) |
Total number of options in force |
5,444,700 |
||
|
(k) |
Employee wise details of options granted during the year to be exercised at RS.142/- to : |
|||
|
(k)(i) |
Senior managerial personnel |
|||
|
Name |
Designation |
No. of Options |
||
|
Dr. V.V.N.K.V. Prasada Raju |
Executive Director |
200,000 |
||
|
K. Ganesh |
Chief Financial Officer |
400,000 |
||
|
M. Sreekanth |
Chief Operating Officer |
400,000 |
||
|
|
|
|||
|
(k)(ii) |
Any other employee who receives a grant in any one year of options amounting to 5% or more of options granted during the year. |
NIL |
||
|
(k)(iii) |
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. |
Not Applicable |
||
|
(l) |
Diluted Earnings per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 -Earning per share. |
RS.5.74 per share |
||
|
(m) |
Where the company has calculated the employee compensation cost 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 options. |
Not Applicable |
||
|
(n) |
Weighted-average exercise price, whose exercise price either equals or exceeds or is less than the market price of the stock |
RS.22.71/- per share |
||
|
(o) |
Description of the method and significant assumptions used during the year to estimate the fair values of options. |
The assumptions and model used for estimating fair value are disclosed in Note 27 of Standalone financial statements. |
||
Auditors & Their Report:
Statutory Auditors
M/s. B.S.R. & Associates LLP, Firm of Chartered Accountants, Hyderabad was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the 26th Annual General Meeting held on September 28, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
The Board has appointed M/s. Saurabh Poddar & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure III to the Boardâs Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Disclosures:
Meetings of the Board
Seven meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
Audit Committee
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 year all the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has a Vigil mechanism and a Whistle - blower policy in accordance with provisions of the Act and 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 Companyâs website at: www.granulesindia.com
Code of Conduct
A declaration regarding compliance with the code of conduct signed by the Companyâs 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 Securities provided
Particulars of loans given, investments made, guarantees given and securities provided are provided in the standalone financial statement (Please refer to Note No.4A, 4B and 26(b) to the standalone financial statement).
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 the Boardâs 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, as amended thereof, 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 Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 on all working days, during business hours, at the registered office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. This information may be accessed on the Companyâs website at: www.granulesindia.com
The Directors further state that, the remuneration paid to the Key managerial Personnel and others is as per the Remuneration Policy of the Company.
Remuneration from Subsidiaries
During the year under review, Mr. Krishna Prasad Chigurupati, Chairman and Managing Director of the Company has received remuneration of $ 200,000 from Granules Pharmaceuticals Inc., wholly owned subsidiary of the Company.
Policy on Sexual Harassment
The Company has a Policy on âPrevention of Sexual Harassment of Women at Workplaceâ for the matters connected therewith or incidental thereto covering all the aspects as contained under the âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â.
During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.
General
The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
- Details relating to deposits covered under Chapter V of the Act.
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this Report.
- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
- Cost Audit is not applicable for the financial year 201718.
- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
- No fraud has been reported by the Auditors to the Audit Committee or the Board.
Appreciations and Acknowledgements:
The Board of 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. The Board of Directors wishes hereby to place on record their appreciation for the committed services by the Companyâs executives, staff and workers.
On behalf of the Board of Directors
Krishna Prasad Chigurupati
Chairman and Managing Director
Hyderabad, July 23, 2018 DIN: 00020180
Mar 31, 2017
Board''s Report
To,
The Members,
The Directors are pleased to present 26th Annual Report and the Company''s audited financial statements for the financial year ended March 31, 2017.
Financial Results:
Summary of your Company''s financial performance, both standalone and consolidated, for the year ended March 31, 2017 is tabulated below:
(Rs, In Lakhs)
|
Standalone |
Consolidated |
|||
|
Particulars |
Year ended March 31, 2017 |
Year ended March 31, 2016 |
Year ended March 31, 2017 |
Year ended March 31, 2016 |
|
Revenue from Operations |
1,37,416.90 |
1,35,349.02 |
1,43,525.34 |
1,38,293.02 |
|
Other Income |
1,452.02 |
628.70 |
992.53 |
523.89 |
|
Total Income |
1,38,868.92 |
1,35,977.72 |
1,44,517.87 |
1,38,816.91 |
|
EBITDA |
31,031.89 |
27,625.14 |
30,876.33 |
28,150.41 |
|
Less: Finance Costs |
3,216.41 |
3,704.57 |
3,225.63 |
3,706.79 |
|
Less: Depreciation |
7,135.16 |
5,824.71 |
7,151.27 |
5,840.15 |
|
Profit Before Tax |
20,680.32 |
18,095.86 |
20,499.43 |
18,603.47 |
|
Less: Tax Expenses |
6,397.65 |
6,017.51 |
6,520.14 |
6,114.97 |
|
Net Profit After Tax |
14,282.66 |
12,078.35 |
13,979.29 |
12,488.50 |
|
Add : Share of (profit)/loss in joint ventures |
- |
- |
2,472.61 |
(188.45) |
|
Net Profit after taxes and share of profit / |
||||
|
(loss) of associates |
14,282.66 |
12,078.35 |
16,451.90 |
12,300.05 |
|
Add: Surplus Brought Forward from Previous |
17,587.47 |
7,859.40 |
17,545.58 |
7,595.81 |
|
Year |
||||
|
Surplus Available |
31,870.14 |
19,937.75 |
33,997.48 |
19,895.86 |
|
Appropriations made to Surplus: |
||||
|
Dividends including dividend tax |
2,233.04 |
2,350.28 |
2,233.04 |
2,350.28 |
|
Transfer to General Reserve |
10,000.00 |
- |
10,000.00 |
- |
|
Balance carried to Balance Sheet |
19,637.09 |
17,587.47 |
21,764.44 |
17,545.58 |
|
Basic Earnings per share |
6.53 |
5.84 |
7.52 |
5.95 |
|
Diluted Earnings per share |
6.49 |
5.73 |
7.48 |
5.83 |
Note: The above figures are extracted from the standalone and consolidated financial statements
Your Company is covered under phase I of the Indian Accounting Standards (Ind AS) implementation program notified by Ministry of Corporate Affairs, Government of India. Accordingly, your Company has prepared financial statements for the FY 2016-17 as per Ind AS because of which previous year figures have been restated as per Ind AS wherever required.
Overview of Financial and Business Operations:
The Company''s Standalone revenues from operations was H 1,37,416.90 lakhs for the FY 2016-17 as compared to H 1,35,349.02 lakhs for the previous year registering growth of 1.53% in the current financial year. The Company has made Net Profit of H 14,282.66 lakhs on standalone basis for the year under review as compared to H 12,078.35 lakhs for the previous year, registering a growth of 18.25% in the current financial year.
The primary growth driver in FY 2016-17 was led by change in product mix. On a standalone basis, the Active Pharmaceutical Ingredients (API) business contributed the largest share of revenue of the Company at 39% while Pharmaceutical Finished Intermediates (PFI) and Finished Dosages contributed 24% and 37%, respectively while it was 38%, 28% and 34% for API, PFI and Finished Dosages respectively for FY 2015-16. The profitability outpaced revenue growth due to several reasons. Our continuous efforts on operational excellence, process innovation, yield improvement and lower raw material cost resulted in improved earnings.
During the year under review, we have received the Establishment Inspection Report from the USFDA for Jeedimetla plant. We had completed the US FDA audit for Gagillapur facility and INFARMED audit for our Gagillapur and Bonthapally facilities during the year under review. In the FY 2016-17, we have filed four ANDAs from Hyderabad, India. We have also filed three DMFs from vizag facility which will be used for building future revenue from API business. 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.
Expansion Programs and Projects:
We have initiated expansion of API capacities in Bonthapally for Paracetamol, Metformin and Guaifenesin. The project is in progress and we expect it to be complete by first quarter of FY18. This should remove the API level bottleneck and translate into increased revenues from our core business activity from the second quarter of FY18 onwards. PFI Capacity enhancement in Gagillapur up to 4,000 TPA is in progress and expected to complete by second quarter of FY18.
Dividend:
The Board of Directors has recommended a final dividend of 25 paisa per equity share (Face value H 1/- per equity share) for the FY 2016-17, amounting to RS, 571.76 lakhs. This is in addition to the interim dividend of 65 paisa per equity share paid during the year. The total dividend for the
FY 2016-17 aggregates 90 paisa per equity share amounting to RS, 1,993.1 1 lakhs as compared to 65 paisa per equity share paid in the previous year.
Transfer of Amount to Reserves:
The Board has recommended transfer of RS, 10,000 lakhs to general reserve from the profits of the year under review.
Share Capital:
Consequent to amalgamation of M/s. GIL Life sciences Private Limited with the Company during the year, the authorized share capital of GIL Life sciences Private Limited of H 160,000,000 was merged with the authorized share capital of the Company in terms of the scheme of amalgamation approved by Honorable High Court of Judicature at Hyderabad. Thus the Authorized Share Capital of the Company stood increased from H 345,000,000/- to H 505,000,000/- for the financial year ended 31st March 2017.
The Company has allotted 114,01,000 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 590,000 equity shares of H 1/each upon exercise of an equal number of stock options by the employees pursuant to the extant Stock Option Scheme of the company.
In view of the above allotments, the outstanding shares of the company increased from 216,71 1,770 equity shares of RS, 1/- each to 228,702,770 equity shares of RS, 1/- each.
Transfer to the Investor Education & Protection Fund (IEPF):
In terms of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, unclaimed dividend amounting to RS, 142,701 (one lakh forty two thousand seven hundred and one only) for the financial year 2008-09, 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.
Business Responsibility Report:
Business Responsibility 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:
Subsidiary Companies and their Performance and Developments M/s GIL Life sciences Private Limited
During the year, the Honb''le High Court of Judicature at Hyderabad for the state of Telangana and for the state of Andhra Pradesh by an order dated 1st September 2016 made in Company Petition no. 231 of 2016 filed by M/s. GIL Life sciences Private Ltd., a wholly owned subsidiary of the Company sanctioned Scheme of amalgamation of M/s. GIL Life sciences Private Ltd. with the Company with effect from 1st April, 2016 being the appointed date fixed in the said scheme. Consequent to the said order, M/s. GIL Life sciences Private Ltd. was amalgamated with the Company on 26th October 2016, being the effective date. By virtue of the aforesaid amalgamation, M/s GIL Life sciences Private Ltd. ceased to be the subsidiary of your company and stood dissolved pursuant to the scheme of amalgamation sanctioned by the Honb''le High Court.
- 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, 2017 is RS, 116.31 lakhs. During the FY 2016-17, the Company achieved a turnover of RS, 39,558.16 lakhs against the turnover of RS, 29,828.82 lakhs for FY 2015-16 and the profit after tax is RS, 346.21 lakhs against RS, 168.67 lakhs for FY 2015-16.
- Granules Pharmaceuticals, Inc.
Granules Pharmaceuticals. Inc. (GP Inc.), a wholly-owned foreign subsidiary of your Company located in Virginia, USA focuses in formulation R&D. The Share Capital of the Company as on March 31, 2017 is RS, 1,225.00 lakhs. One ANDA was filed from this facility in March 2017 and another ANDA was filed in April 2017. These are first set product filling from this facility towards building a niche portfolio for the US market. It also received license from the Drug Enforcement Agency of the United States which will enable to store and develop narcotics products.
Granules Pharmaceuticals. Inc. has entered into an agreement during the year under review with USpharma Limited to acquire 12.5% of its equity. This investment will also enable us to participate in the product selection and have the first right of refusal to market the select products which are under development by them. USpharma Limited in collaboration with its manufacturing partners have submitted 5 ANDAs with Para IV and Para III certifications, out of which 4 ANDAs have already been out-licensed to GP Inc. exclusively for the marketing and distribution of the products in the United States after final approval from US FDA, pursuant to the agreement entered with it for product-in-licensing.
- Granules Europe Limited
Granules Europe Limited is a wholly owned foreign subsidiary set up in UK for focusing on marketing to European customers.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at the link: www. granulesindia.com
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, 2017 is RS, 3638.06 lakhs. The Company achieved a turnover of RS, 21,999.83 lakhs during the year under review as against turnover of RS, 17,008,32 lakhs in the previous year. Profit after tax for the year under review is RS, 2,458.56 as against RS, 645.55 lakhs during the previous year of which Granules India Limited reports 50% share in profit from Joint Ventures. However, previous year figures are not comparable as previous year figures are for nine months period from April to December 2015 whereas current year figures are from January to December 2016.
- Granules OmniChem Private Limited
The Share Capital of the Company as on 31st March 2017 is RS, 8,576.19 lakhs. The Company achieved a turnover of RS, 20,031.91 lakhs during the FY 2016-17 as against RS, 1,425.66 lakhs during the FY 2015-16. Profit after tax for the year under review is RS, 2,486.65 as against loss of RS, 1020.82 lakhs in the previous year of which Granules India Limited reports 50% share in profit from Joint Ventures. US FDA had inspected the facility and issued seven observations, which were responded within the stipulated period. The Company is awaiting clearance from US FDA.
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 Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended thereof forms a part of this annual report. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors. 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, 2017, 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, 2017 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, 2017;
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 Composition of the Committee is provided below.
|
Name |
Category |
|
Mrs. Uma Devi Chigurupati, Chairperson |
Non-Independent, Executive |
|
Mr. Krishna Prasad Chigurupati |
Non-Independent, Executive |
|
Mr. A. Arun Rao |
Independent, Non-Executive |
The CSR Policy may be accessed on the Company''s website at the link: www.granulesindia.com
The Company is undertaking CSR initiatives in compliance with Schedule VII to the Act. During the year under review, the Company has spent H 276.16 lakhs on CSR activities. The annual report on CSR activities is annexed herewith marked as Annexure I to the Board''s Report.
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 2016-17, the composition of Nomination and Remuneration Committee is provided below
|
Name |
Category |
|
Mr. C. Parthasarathy, Chairman |
Independent, Non-Executive |
|
Mr. L. S. Sarma |
Independent, Non-Executive |
|
Mr. A. Arun Rao |
Independent, Non-Executive |
|
Mr. K.B. Sankar Rao |
Non-Independent, Non-Executive |
|
Mr. Krishna Prasad Chigurupati |
Non-Independent, Executive |
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 Management.
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:
Dr. V.V.N.K.V. Prasada Raju was appointed as an Additional Director and consequently, a Whole Time Director in the Board meeting held on January 4, 2017, subject to approval of the members at the 26th Annual General Meeting. He was also designated as Key Managerial Personnel (KMP) in the Company.
Mrs. Uma Devi Chigurupati was appointed as Whole-Time Director by the members in the 21st Annual General Meeting held on 2nd July 2012 for a period of five years w.e.f.31st May 2012. The current term of office of Mrs. Uma Devi Chigurupati as Whole-Time Director expires on 30th May 2017. Considering the commitment consistently shown and results exhibited, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, has decided to re-appoint Mrs. Uma Devi Chigurupati as Whole-Time Director of the Company for a further period of 5 (five) years effective from 31st May 2017.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kolli Basava Sankar Rao, Non- Executive Director of the Company, retires by rotation at the 26th 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 Regulations.
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. Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out in accordance with the policies in force.
The Board of Directors has 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, Dr. V.V.N.K.V. Prasada Raju, Executive Director, Mr. VVS Murthy, Chief Financial Officer and Mrs. Chaitanya Tummala, Company Secretary are Key Managerial Personnel of the Company during the year under review. The Board in its meeting held on 11th May 2017, appointed Mr. K. Ganesh as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f 12th May 2017 in place of Mr. V V S Murthy.
Employee Stock Option Scheme:
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Option Scheme of the Company in accordance with the applicable SEBI Regulations.
The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2017 (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 regulation 13 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. certificate from M/s. Kumar & Giri, Statutory Auditors is given as Annexure II to the Board''s Report. Voting rights on the shares issued to employees under the Employee Stock Option Scheme are either exercised by them directly or through their appointed proxy.
The details of the stock options granted / vested / exercised under the Granules India Limited - Employee Stock Option Scheme 2009 approved by the members in 18th Annual General Meeting, are given below:
|
Sl. no. |
Description |
Details |
|
(a) |
Options granted till date under the scheme |
8,200,000 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 |
690,000 |
|
(d) |
Options exercised during the year |
590,000 |
|
(e) |
Total number of shares arising as a result of exercise of options |
590,000 |
|
(f) |
Options lapsed during the year |
390,000 |
|
(g) |
Options lapsed till date under the scheme |
2,640,000 |
|
(h) |
Variation in terms of options |
Nil |
|
(i) |
Money realized by exercise of options during the year |
RS, 14,168,000/- |
|
(i) |
Total number of options in force |
1,570,000 |
(k) Employee wise details of options granted during the year to :
(i) Senior managerial personnel Nil
(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of options granted during the year. Employee wise details of options amounting to 5% or more of options granted during the year to be exercised at RS,133/-:
|
Name |
Designation |
Details |
|
Mr. Jaiashokan Velusamy |
Sr. Director, R&D- GPI |
20,000 |
|
Mr. Desireddy Mallikarjuna Reddy |
Sr. Vice President - GPI |
20,000 |
|
Mr. Gangasani Harinath Reddy |
Vice President - GPI |
20,000 |
|
Mr. Kapur Nivaran |
President - GUSA |
20,000 |
|
Mr. Rajesh Kumar Rapolu |
AGM- API R&D |
13,300 |
|
Mr. Rama Seshaiah Kanuparthy |
AGM- AR&D |
13,300 |
|
Mr. Thrilok Kumar Peela |
AGM- Process Engineering |
13,300 |
|
Mr. Goverdhan Gilla |
DGM-API R&D |
13,300 |
|
Ms. Chaitanya Tummala |
Company Secretary |
13,300 |
|
Mr. Sumanta Bajpayee |
AGM-Investor Relations |
13,300 |
|
Mr. Kishan Chand Gutta |
AGM-Procurement |
13,300 |
|
Mr. Nanduri Venkata Chalam |
G M, Quality |
13,300 |
|
Mr. Manchiganti Muralidhar |
G M, SLT |
13,300 |
(iii) Identified employees who were granted option, during any one year, equal to or Not Applicable
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 exercise of options calculated in accordance with Accounting Standard (AS) 20 - Earning per share. |
RS, 6.49 per share |
|
(m) |
Where the company has calculated the employee compensation cost 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 options. |
Not Applicable |
|
(n) |
Weighted-average exercise price, whose exercise price either equals or exceeds or is less than the market price of the stock |
RS, 24.01/- per share |
|
(o) |
Description of the method and significant assumptions used during the year to estimate the fair values of options. |
The assumptions and model used for estimating fair value are disclosed in Note 29 of Standalone financial statements. |
As stock options for further grant under ESOS 2009 are not available, Employee Stock Option Scheme 2017 was formulated and approved by your Board in the meeting held on 11th May 2017, subject to approval of the members in the 26th Annual General meeting of the Company.
Auditors & Their Report:
Statutory Auditors
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. M/s. Kumar & Giri, Chartered Accountants, have completed their tenure including the transitional period allowed by the Act. Thus the Company needs to appoint new Statutory Auditor. The Company has received a certificate from M/s. B.S.R. & Associates LLP, Firm of Chartered Accountants registered vide Firm Registration No.
1 16231W/W-100024, to the effect that their 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 appointment of M/s. B.S.R. & Associates LLP, Firm of Chartered Accountants as Statutory Auditors for a term of five years commencing from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company, subject to ratification of such appointment at every Annual General Meeting. A resolution proposing appointment of M/s. B.S.R. & Associates LLP, Firm of Chartered Accountants as the Statutory Auditors of the Company for a term of five years pursuant to section 139 of the Companies Act, 2013 forms part of the Notice.
Audit Report
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 or comments in their report on the accounts of the Company for the year under review which requires explanation by the Board of Directors.
Secretarial Auditor
The Board has appointed M/s. Saurabh Poddar & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure III to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which requires explanation by the Board of Directors.
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 the Board''s Report.
Disclosures:
Audit Committee
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. All the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
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
Six (6) 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 Securities provided
Particulars of loans given, investments made, guarantees given and securities provided are provided in the standalone financial statement (Please refer to Note No.4A, 4B and 28C to the standalone financial statement).
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 the Board''s Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure VI to the Board''s 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, as amended thereof, 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 Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 the Company.
Remuneration from Subsidiaries
During the year under review, Mr. Krishna Prasad Chigurupati, Chairman and Managing Director of the Company has received remuneration of $184,615.44 from Granules Pharmaceuticals Inc., wholly owned subsidiary of the Company.
Policy on Sexual Harassment
The Company has a Policy on "Prevention of Sexual Harassment of Women at Workplace" for the matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".
During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.
General:
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 ESOS referred to in this Report.
4. Cost Audit is not applicable for the financial year 2016-17.
5. 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 overall 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 DIN: 00020180
Hyderabad,
July 5, 2017
Mar 31, 2016
The Directors are pleased to present 25th Annual Report and the
Company''s audited financial statements for the financial year ended
March 31, 2016.
Financial Results:
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
March 31,
2016 March 31,
2015 March 31,
2016 March 31,
2015
Revenue from
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
Less: Finance
costs 3,666.34 3,092.94 3,991.94 3,234.60
Less:
Depreciation 5,824.71 4,955.87 6,432.99 5,265.10
Profit
before tax 18,081.53 13,225.94 18,014.51 12,796.04
Less: Tax
expenses 5,985.09 3,703.30 6,167.75 3,705.26
Net profit
after tax 12,096.44 9,522.64 11,846.76 9,090.78
Less:
Adjustment
pursuant to
amalgamation - (601.51) - (430.60)
Less: Net book
value of the
assets whose
remaining
useful life is
NIL at the
beginning of
the year in
terms of
provisions of
Companies Act
2013 - (17.00) - (17.00)
Add: Surplus
brought forward
from previous
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
Appropriations
made to surplus:
Interim dividend 928.94 - 928.94 -
Proposed final
dividend 433.42 1,021.26 433.42 1,021.26
Dividend
distribution
tax (on interim
dividend and
proposed final
dividend) 277.35 207.90 277.35 207.90
Dividend of
previous years
(including
dividend
distribution tax) 3.07 3.15 3.07 3.15
Transfer to
general reserve - 10,000.00 - 10,000.00
Balance carried
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
earnings.
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.
Expansions:
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
respectively.
Dividend:
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.
Share Capital:
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.
Subsidiary Companies:
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:
www.granulesindia. com
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
December 2015.
- 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.
Name Category
Mrs. Uma Devi Non-Independent,
Chigurupati, Chairperson Executive
Mr. Krishna Prasad Non-Independent,
Chigurupati Executive
Mr. A. Arun Rao Independent,
Non-Executive
The CSR Policy may be accessed on the Company''s website at the link:
www.granulesindia.com
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.
Name Category
Mr. C. Parthasarathy, Independent,
Chairman Non-Executive
Mr. L. S. Sarma Independent,
Non-Executive
Mr. A. Arun Rao Independent,
Non-Executive
Mr. K.B. Sankar Rao Non-Independent,
Non-Executive
Mr. Krishna Prasad Non-Independent,
Chigurupati Executive
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
Management.
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
Regulations.
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
Guidelines.
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
no.
(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
the year.
(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
share.
(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
options.
(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:
Statutory Auditors
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
Notice.
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.
Secretarial Auditor
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
Disclosures:
Audit Committee
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.
Vigil Mechanism
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
Securities provided
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
financial statement).
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
the Company.
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.
General:
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
Report.
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
Sd/-
Krishna Prasad Chigurupati
Chairman and Managing Director
DIN:00020180
Hyderabad,
April 28, 2016
Mar 31, 2015
The Members,
The Directors are pleased to present 24th Annual Report and the
Company's audited financial statements for the financial year ended
March 31,2015.
FINANCIAL RESULTS
The Company's financial performance, both standalone and consolidated,
for the year ended March 31,2015 is summarised below:
Standalone
Particulars Year ended March Year ended March
31,2015 31,2014
Revenue from Operations 121,331.13 100,167.99
Other Income 296.32 364.75
Total Income 121,627.45 100,532.74
EBITDA 21,274.75 16,665.57
Less: Finance Costs 3,092.94 1,892.70
Less: Depreciation 4,955.87 2,639.79
Profit Before Tax 13,225.94 12,133.08
Less: Tax Expenses 3,703.30 4,031.94
Net Profit After Tax 9,522.64 8,101.14
Add: Adjustment pursuant to
amalgamation (601.51) -
Add: Net book value of the assets
whose remaining (17.00) -
useful life is NIL at the beginning
of the year in terms of provisions
of Companies Act 2013.
Add: Surplus Brought Forward from
Previous Year 9,528.92 12,258.25
Surplus Available 18,433.05 20,359.39
Appropriations made to Surplus:
Provision for Dividend 1021.26 709.84
Provision for Dividend Tax 207.90 120.64
Dividend of Previous years
(including tax) 3.15 -
Transfer to General Reserve 10,000.00 10,000.00
Balance Carried to Balance Sheet 7,200.74 9,528.92
Basic Earnings Per Share 4.67 4.01
Diluted Earnings Per Share 4.62 3.93
Consolidated
Particulars Year ended March Year ended March
31,2015 31,2014
Revenue from Operations 129,292.24 109,586.48
Other Income 434.31 431.09
Total Income 129,726.55 110,017.57
EBITDA 21,295.73 16,260.14
Less: Finance Costs 3,234.59 2,042.73
Less: Depreciation 5,265.10 2,981.25
Profit Before Tax 12,796.04 11,236.16
Less: Tax Expenses 3.705.26 3,713.03
Net Profit After Tax 9,090.78 7,523.13
Add: Adjustment pursuant to (430.59) -
amalgamation
Add: Net book value of the assets (17.00) -
whose remaining
useful life is NIL at the beginning
of the year in terms of provisions
of Companies Act 2013.
Add: Surplus Brought Forward from 9,204.28 12,511.63
Previous Year
Surplus Available 17,847.47 20,034.76
Appropriations made to Surplus:
Provision for Dividend 1021.26 709.84
Provision for Dividend Tax 207.90 120.64
Dividend of Previous years 3.15 -
(including tax)
Transfer to General Reserve 10,000.00 10,000.00
Balance Carried to Balance Sheet 6,615.16 9,204.28
Basic Earnings Per Share 4.46 3.72
Diluted Earnings Per Share 4.41 3.65
REVIEW OF OPERATIONS
During the period under review, the Company has earned revenue of Rs.
121,331.13 lakhs on standalone basis.
The Company posted very good results for the FY 2014-15 and it has
reported record sales of Rs. 121,331.13 lakhs in the FY 2014-15 compared
to net sales of Rs. 1,00,167.99 lakhs in FY 2013-14, registering growth
of 21.13% in the current financial year. However, the figures reported
for the FY 2014-15 includes the figures of Auctus Pharma Ltd.,
amalgamated Company. The Company's growth was driven by strong
performance across all manufacturing facilities. The primary growth
driver in FY 2014-15 was led by change in product mix. On a standalone
basis, the Active Pharmaceutical Ingredients (API) business contributed
the largest share of revenue at 40% while Pharmaceutical Finished
Intermediates (PFI) and Finished Dosages contributed 25% and 35%,
respectively. This is compared to 32%, 33% and 35% for API, PFI and
Finished Dosages, respectively in FY 2013-14.
The EBITDA stood at Rs. 21,274.75 lakhs for FY 2014-15 compared to Rs.
16,665.57 lakhs for FY 2013-14, registering a growth of 27.66%. The
profit after tax for FY 2014-15 stood at Rs. 9,522.64 lakhs compared to Rs.
8,101.14 lakhs for FY 2013-14, registering a growth of 17.55% in the
current financial year. The profitability outpaced revenue growth due
to several reasons. The Company improved its economy of scale by
increasing
production facility utilization in formulation capacity at the
Gagillapur facility. Due to the increased utilization, the product mix
shifted more towards Finished Dosages which bolstered margin profiles.
During the year, the Company has re- enforced its fundamental strength
of FDA complied facilities by successfully completing the US FDA audits
at Bonthapally and Gagillapur facilities with no observations. Your
Company acquired Auctus Pharma Ltd. in the last financial year, which
was successfully turned around in the fourth quarter of current fiscal
and the Company believes that the operations will continue to expand
and add value. 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.
In addition to concentrating on its core business, the Company has been
looking at opportunities to diversify its sales by leveraging its core
competency of efficient manufacturing. In the short-to-mid-term,
Company will focus on selling APIs to quality conscious customers. Over
the long-term, it will add value by offering Finished Dosages from
select APIs in the same portfolio from our product basket. In the
endeavour to go deeper into the regulated markets, Company has
initiated strategies to reach out to the end user directly bypassing
intermediaries. The Company will continue to strengthen its model and
build systems that are sustainable as it continue to scale-up.
EXPANSIONS
During FY 2014-15, the Company enhanced PFI capacity by adding 4000
Tons per annum in the Gagillapur facility which will help to produce
PFIs and formulations in the year to come. The Company also expanded
clean room facility at Visakhapatnam plant which will enable to produce
and sell more APIs.
DIVIDEND
Your Directors have recommended a dividend of Rs. 0.50 (i.e. 50%) per
equity share of face value Rs.1/- each (last year, Rs.3.50 per share of
face value Rs. 10/- each i.e. 35%) for the financial year ended March
31,2015, amounting to Rs. 1229.16 lakhs(inclusive of tax of Rs.207.90
lakhs) . The dividend payout is subject to approval of members at the
24th Annual General Meeting. Dividend will be paid to the members whose
names appear in the Register of Members as on the date of book closure
and in respect of shares held in dematerialised form, it will be paid
to members whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited, as beneficial
owners as on that date.
TRANSFER TO GENERAL RESERVES
The Company proposes to transfer Rs. 10,000 lakhs to general reserves for
the FY 2014-15. With this addition, the total Reserves & Surplus
(including Capital Reserve, Securities Premium Reserve, Central
Subsidy, General Reserve and Surplus) as on March 31, 2015 is Rs.
40,498.41 lakhs as against the Paid up Capital of Rs. 2,042.52 lakhs.
SHARE CAPITAL
With a view to broad base the investor base by encouraging the
participation of the small investors and also to increase the liquidity
of equity shares, the Company, with the approval of the Shareholders,
has sub-divided each equity share of face value of Rs. 10/- (Rupees Ten
only) of the Company into 10 (Ten) equity shares of face value Rs. 1/-
(Rupee One only) each during the year under review with effect from 24
th March 2015.
Consequent to amalgamation of Auctus Pharma Ltd. with the Company
during the year, the Authorised Share Capital of Auctus Pharma Ltd. of
Rs. 4,50,00,000 was merged with the Authorised Share Capital of the
Company. Thus the Authorised Share Capital of the Company stood
increased from Rs. 30,00,00,000/- to Rs. 34,50,00,000/- for the financial
year ended 31st March 2015.
The Authorized Share Capital of the Company is Rs. 34,50,00,000/- (rupees
thirty four crores fifty lakhs only) divided into 34,50,00,000 (thirty
four crores fifty lakhs only) equity shares of Rs. 1/- each. The Paid Up
Share Capital of the Company is Rs. 20,42,51,540 (rupees twenty crores
forty two lakhs fifty one thousand five hundred and forty only) divided
into 20,42,51,540 equity shares of Rs. 1/- each as on 31st March 2015.
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. 1,95,483/- (rupees
one lakh ninety five thousand four hundred and eighty three only) for
the FY 2006- 07, was transferred to the Investor Education and
Protection Fund established by the Central Government during the year
under review.
MANAGEMENT'S DISCUSSION AND ANALYSIS STATEMENT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Subsidiary Companies: M/s. Auctus Pharma Ltd.
During the year, the Honb'le High Court of Judicature at Hyderabad for
the state of Telangana and the state of Andhra Pradesh, vide its order
dated 23rd September 2014 approved the Company Petition no. 144 of 2014
filed by M/s. Auctus Pharma Ltd., a wholly owned subsidiary of the
Company, for the Scheme of amalgamation of M/s. Auctus Pharma Ltd. with
the Company. Consequent to the said Honb'le High Court order, M/s.
Auctus Pharma Ltd. was amalgamated with the Company on 13th November
2014, being the effective date, with effect from 1st April 2013, i.e.
appointed date. By virtue of the aforesaid amalgamation, M/s Auctus
Pharma Ltd. ceased to be the subsidiary of your company and stood
dissolved pursuant to the scheme of amalgamation sanctioned by the
Honb'le High Court.
The developments in business operations / performance of subsidiaries
consolidated with the Company are as below:
- Granules USA Inc.
Granules USA Inc, a wholly-owned subsidiary of your company, operates
for the marketing requirements of the Company in the U.S market. The
Share Capital of the Company as on March 31, 2015 is Rs. 116.31 lakhs.
During FY 2014-15, the Company achieved a turnover of Rs. 17,774.91 lakhs
against the turnover of Rs. 11,079.99 lakhs of FY 2013-14 and the profit
after tax is Rs.(40.82) lakhs against Rs. 86.40 lakhs of FY 2013-14.
- GIL Lifesciences Private Limited
The Company has not commenced any activity so far. As on 31st March
2015, the Authorized Share Capital of the Company is Rs. 350.00 lakhs
divided into 3,500,000 (thirty five lakhs) equity shares of Rs. 10/- each
and the Paid Up Share Capital of the Company is Rs. 294.62 lakhs divided
into 2,946,176 (twenty nine lakhs forty six thousand one hundred and
seventy six only) equity shares of Rs. 10 each.
- Granules Pharmaceutical Inc.
Granules Pharmaceutical Inc. was incorporated on 20th October 2014 by
the Company as a wholly owned subsidiary in USA which will focus on
formulations and R&D. The operations are not yet commenced.
The Policy for determining material subsidiaries as approved by the
Board may be accessed on the Company's website at the link:
www.granulesindia.com
Joint Venture Companies:
No company has become/ceased to be a joint venture or associate during
the FY 2014-15.
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, 2015 is Rs. 3,638.06
lakhs. During FY 2014-15, the Company achieved a turnover of Rs.
22,216.72 lakhs of which Granules India Limited reports 50% in its
consolidated revenue.
- Granules OmniChem Private Limited
The Share Capital of the Company as on 31st March 2015 is Rs. 7,546.19
lakhs. The Company has completed trial production and partially
capitalized the project in January 2015. As there were no commercial
sales after project capitalization, there was no income during the FY
2014-15. The Company plans to obtain all necessary regulatory approvals
from the U.S. Food and Drug Administration ("FDA") and other
regulatory authorities by March 31, 2016.
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 Clause 32 of the Listing Agreement and prepared
in accordance with Accounting Standard 21 as specified in the Companies
(Accounting Standards) Rules, 2006 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 ofSection 134(5) of the Companies Act, 2013
and based on the representations received from the operating
management, the Directors hereby confirm that:
a) i n the preparation of the annual accounts for the year ended March
31, 2015, 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
31,2015 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, 2015;
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 Agreement 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.
Name Category
Mrs. C. Uma Devi Non-Independent, Executive
Chairman
Mr. C. Krishna Prasad Non-Independent, Executive
Mr. A. Arun Rao Independent, Non-Executive
The CSR Policy may be accessed on the Company's website at the link:
www.granulesindia.com
The Company would undertake CSR initiatives in compliance with Schedule
VII to the Act. During the year, the Company has spent Rs. 30.97 Lakhs on
CSR activities. The Annual Report on CSR activities is annexed herewith
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 FY 2014-15, the composition of Nomination and Remuneration
Committee is provided below.
Name Category
Mr. L.S. Sarma Independent, Non-Executive
Chairman
Mr. A.P. Kurian Independent, Non-Executive
Mr. Krishna Murthy Ella Independent, Non-Executive
Mr. C. Krishna Prasad Non-Independent, Executive
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
During the year, your Directors have constituted a Risk Management
Committee which 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 Management.
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 Business Review Committee and Audit Committee meetings periodically.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Dr. C. Nageswara Rao, Chairman of the Company ceased to be Director
during the year under review due to his demise on May, 15, 2014.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Kolli Basava
Sankar Rao, Non-Executive, Non- Independent Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
Mr. Harsha Chigurupati was appointed as an Executive Director of the
Company with effect from 1st August, 2010 by the Shareholders at the
19th Annual General Meeting of the Company held on 27th September 2010.
The current term of office of Mr. Harsha Chigurupati as an Executive
Director of the Company expires on 31st July 2015. In view of his
consistent effortswhich have contributed to the growth of the
organization and the sincere service rendered for the better
performance of the organization during his tenure as an Executive
Director, the Board of Directors on the recommendation of the
Nomination and Remuneration Committee, has decided to re-appoint Mr.
Harsha Chigurupati as an Executive Director of the Company for a
further period of 5 (five) years effective from 1st August 2015 under
Section 196, 197, 203 read with Schedule V of the Companies Act, 2013
and rules made thereunder. The approval of the members is being sought
to the terms, conditions and stipulations for the re-appointment of Mr.
Harsha Chigurupati as an Executive Director and the remuneration
payable to him and resolution pertaining to the same is contained in
the notice calling Annual General Meeting.
During the year under review, the members approved the appointments of
Mr. L.S. Sarma, Mr. A.P. Kurian, Mr. C. Parthasarathy, Dr. Krishna
Murthy Ella and Mr. A. Arun Rao as Independent Directors of the Company
who are not liable to retire by rotation. The members have also
approved the re- appointment of Mr. C. Krishna Prasad as Managing
Director as well as Chairman of the Company.
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 Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
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 has 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 to the Board. 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.
EMPLOYEE STOCK OPTION PLAN (ESOP)
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter alia, administers and monitors the Employees' Stock
Option Plan of the Company in accordance with the applicable SEBI
Guidelines.
The applicable disclosures as stipulated under the SEBI Guidelines as
on March 31, 2015 (cumulative position) with regard to the Employees'
Stock Option Scheme (ESOS) 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 AGM, are given below:
Description Details
Options granted till date under the scheme 80,00,000 options
Pricing formula Closing market
price as on the
date prior to the
grant date on
National Stock
Exchange (where
there was highest
trading volume).
Options vested during the year 12,40,000
Options exercised during the year 11,60,000
Total number of shares arising as a result
of exercise of options 11,60,000
Options lapsed during the year 6,00,000
Options lapsed till date under the scheme 23,10,000
Variation in terms of options Nil
Money realized by exercise of options
during the year 11,057,000
Total number of options in force 34,00,000
Employee wise details of options granted to:
Senior managerial personnel
Name No. of Options
Mr. B. Madhusudan Rao 2,00,000
Mr. VVS Murthy 2,50,000
Mr. Stefan Lohle 2,00,000
Dr. VVNKV Prasada Raju 5,00,000
Mr. PSN Murthy 1,50,000
Any other employee who receives a grant in
any one year of options
amounting to 5% or more of options granted
during the year.
Name No. of Options
Mr. R. Ramraj 1,00,000
Mr. M. Satyababu 2,00,000
Mr. P.N. Baskaran 1,00,000
Mr. R. Sudhakar Babu 1,00,000
Mr. B.N.R. Prasad 1,00,000
Identified employees who were granted option,
during any one year, equal to or exceeding 1% of
Not Applicable the issued capital (excluding
outstanding warrants and conversions) of the
company at the time of grant.
Diluted Earnings per share (EPS) pursuant to
issue of shares on exercise of options calculated in Rs 4.62
per share accordance with Accounting Standard (AS)
20 - Earning per share.
Where the company has calculated the employee Not Applicable
compensation cost 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
options.
Weighted-average exercise prices and weighted- Rs 9.53/- per share
average fair values of options, whose exercise
price either equals or exceeds or is less than
the market price of the stock
Description of the method and significant Not Applicable
assumptions used during the year to estimate
the fair values of options.
AUDITORS & THEIR REPORT
Statutory Auditors
Pursuant to the provisions of Sections 139, 141 & 142 and other
applicable provisions, if any, of the Companies Act, 2013 and rules
thereon, M/s. Kumar & Giri, Chartered Accountants, Hyderabad was
re-appointed for three years in the last 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 FY 2015-16. A
resolution proposing ratification of re-appointment of M/s. Kumar &
Giri, Chartered Accountants as the Statutory Auditors of the Company
for the FY 2015-16 pursuant to section 139 of the Companies Act,
2013 forms part of the Notice.
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 under review.
SECRETARIAL AUDITOR
The Board has appointed M/s. Saurabh Poddar & Associates, Company
Secretaries, to conduct Secretarial Audit for the FY 2014-15. The
Secretarial Audit Report for the financial year ended March 31, 2015 is
annexed herewith 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
DISCLOSURES
Audit Committee
The Audit Committee comprises majority Independent Directors namely Mr.
L.S. Sarma (Chairman), Mr. A.P. Kurian, Mr. A. Arun Rao and Mr. C.
Krishna Prasad as other members. All the recommendations made by the
Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has a Vigil mechanism and Whistle blower policy in terms of
the Listing Agreement, 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
Seven meetings of the Board of Directors were held during the year
under review. For further details, please refer report on Corporate
Governance of this Annual 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
Securities provided
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 and 2.35 to the standalone financial
statement).
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 Rule 5(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
the Company.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of
women at Workplace in accordance with The Sexual Harassment of women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company has not received any
complaints pertaining to Sexual Harassment.
GENERAL
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
Report.
4. Cost Audit is not applicable for the FY 2014-15.
5. Neither the 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 also wish to place on record
their deep sense of appreciation for the committed services by the
Company's executives, staff and workers.
On behalf of the Board
Sd/-
C. Krishna Prasad
Hyderabad, Chairman and Managing Director
June 20, 2015 DIN: 00020180
Mar 31, 2013
To the members.
The Directors are pleased to present the Annual Report, on the business
and operations of Granules India Limited together with audited accounts
for the financial year ended March 31, 2013.
Financial results
The Company''s revenue, expenditure and results of operations are
presented as below showing both the consolidated and standalone
financial results.
(Rs. in lakhs)
Particulars Standalone Consolidated
Year ended Year ended Year ended Year ended
March 31,
2013 March 31,
2012 March 31,
2013 March 31,
2012
Revenue from
Operations 67,979.70 56,267.77 76,437.30 65,396.59
Other Income 171.81 120.82 206.04 137.51
Total Income 68,151.51 56,388.58 76,643.34 65,534.10
EBITDA 8,077.56 7,380.72 8,708.02 8,066.06
Less: Finance Costs 1,649.49 1,549.41 1,767.11 1,698.87
Less: Depreciation 2,020.89 1,797.60 2,308.46 2,069.54
Profit Before Tax 4,407.18 4,033.72 4,632.45 4,297.64
Less: Tax Expenses 1,389.65 1,303.09 1,375.73 1,302.37
Net Profit After Tax 3,017.53 2,730.63 3,256.73 2,995.28
Add: Surplus
Brought Forward
from Previous Year 9,937.97 7,878.45 9,952.14 7,647.84
Surplus Available 12,955.50 10,609.09 13,208.86 10,643.12
Appropriations
made to Surplus:
Provision for
Dividend 402.52 401.23 402.52 401.23
Provision for
Dividend Tax 68.41 65.09 68.41 65.09
Transfer to
General Reserve 226.31 204.80 226.31 224.65
Balance Carried
to Balance Sheet 12,258.24 9,937.97 12,511.62 9,952.15
Basic Earnings
Per Share 15.02 13.61 16.21 14.93
Diluted Earnings
Per Share 14.62 13.56 15.78 14.87
Review of Operations
During the year under review, there were many challenges in the
macro-environment including a weak global economy. In spite of adverse
conditions, your Company posted good results. The net sales of the
Company in FY13 stood at Rs.67,979.70 lakhs compared to the net sales
of Rs.56,267.77 lakhs in FY12, registering a growth of 20.8% in the
current financial year. The EBITDA stood at Rs.8,077.56 lakhs in FY13
compared to Rs.7,380.72 lakhs in FY12, registering a growth of 9.4%.
The profit after tax for FY13 stood at Rs.3,017.53 lakhs compared to
Rs.2,730.63 lakhs in FY12, registering a growth of 10.5% in the current
financial year. The Company continued to strengthen its position in the
market and aims to increase productivity gains, volume growth and
profit margins.
Transfer to General Reserves
The Company proposes to transfer Rs.226.31 lakhs to General Reserve out
of the profits available for appropriation, which is higher than the
Rs.204.80 lakhs transferred to the General Reserve in the previous
year. With this addition, the total Reserves & Surplus (including
Capital Reserve, Securities Premium Reserve, Central Subsidy, General
Reserve and Surplus) as on March 31,2013 is Rs.25,036.68 lakhs as
against the Paid up Capital of Rs.2,012.62 lakhs.
Dividend
Your Directors are pleased to recommend for approval of the
shareholders, a final dividend of 20% (Rs.2 per share) on 2,01,26,154
equity shares (face value of Rs.10 each) of the Company with respect to
the FY13. The dividend, if declared as above, would involve an outflow
of Rs.402.52 lakhs towards dividend and Rs.68.41 lakhs towards dividend
tax, resulting in a total outflow of Rs.470.93 lakhs. Under the Income
Tax Act, 1961, the dividend will be tax free in the hands of the
shareholders. The members are requested to approve the final dividend.
The dividend, subject to approval of shareholders at the Annual General
Meeting on 19th August 2013, will be paid to the shareholders whose
names appear in the Register of Members as on the date of book closure.
Share Capital
The Authorised Share Capital of the Company is Rs.30,00,00,000/-
(rupees thirty crores only) divided into 3,00,00,000 (three crores)
equity shares of Rs.10/- each.
The Paid Up Share Capital of the Company increased from Rs.20,06,16,540
(rupees twenty crores six lakhs sixteen thousand five hundred and forty
only) divided into 2,00,61,654 equity shares of Rs.10 each to
Rs.20,12,61,540 (rupees twenty crores twelve lakhs sixty one thousand
five hundred and forty only) divided into 2,01,26,154 equity shares of
Rs.10/- each. During the year. Company allotted 64,500 (sixty four
thousand five hundred) equity shares of Rs.10 each on exercise of stock
option issued under Granules India Equity Stock Option Plan 2002.
Transfer to the Investor Education & Protection Fund
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.1,58,395/- (rupees one lakh fifty eight thousand three hundred and
ninety five only) for the financial year 2004-05, was transferred to
the Investor Education and Protection Fund established by the Central
Government during the year under review.
Expansions
During FY12, the Company commenced work on an expansion at its
Gagillapur facility. The expansion involved a capacity expansion in the
PFI and Finished Dosage facilities. The expansion mainly focused on
efficient design and output in terms of material transfer and
automation.
Upon completion of the PFI module, the Company faced initial scale up
issues. The problems were addressed by the technical team along with
outside consultants. The Finished Dosage (FD) facility was expanded
from an existing capacity of 6 billion doses to 18 billion doses. Both
expansions were done in an existing facility and did not require
further regulatory approvals and will be used for manufacturing
products for the regulated markets after completion of trials and
necessary approvals from relevant customers.
In addition, during FY13, the Company completed an upgrade of its
existing warehouse and also commenced construction of a new warehouse
at its Gagillapur facility. The existing Finished Goods and Raw
Material Warehouses were modified with a mobile racking system which
has increased capacity. The construction of a new warehouse commenced
in FY13 at Gagillapur; construction is expected to be completed in
FY14.
Research & Development
The Company is committed to building a sound base for sustained growth
both in API, PFI and FD businesses through the development of
innovative, future-oriented technologies, intellectual property
protection and engineering technologies in stable-ops by leveraging our
collective R&D expertise resulting in value for all stakeholders. R&D
at Granules India Limited represents an effective edge, reflected in
the introduction of pioneering products and processes towards a
superior price value proposition. Our R&D primarily caters to our
in-house product development requirements for both PFI and Finished
Dosage products. Our development philosophy aims to collaborate and
offer a business model of delivering end-to-end solutions for Over the
Counter monograph, OTC Abbreviated New Drug Application (ANDA) and
prescription products.
The Company provides comprehensive drug development resources and
solutions for pre-formulation, formulation development, analytical
development, technology transfer cGMP, scale-up, stability and also
co-ordinate for conducting bioavailability and bioequivalence studies
for regulated and emerging markets. The Company possesses capabilities
to develop several IR and MR solid dosage products and filing dossiers
and ANDAs for regulated markets including the U.S., Canada, Europe,
Australia and other countries. The Company has several programs for
in-house R&D and formed alliances with national and international
reputed institutions which focus on our activities on the themes of
innovation, culture and growth.
Directors
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning. During the year under review,
Mr. Joby Varughese John, Director resigned from the Directorship of the
Company w.e.f December 26, 2012. The Board places on record its deep
sense of appreciation for the guidance and services rendered by Mr.
Joby Varughese John as Director of the Company.
Mr. Kolli Basava Sankar Rao was appointed as an Additional Director of
the Company w.e.f February 19, 2013, to hold office up to date of the
forthcoming Annual General Meeting. Notice was received from the
Company''s member under section 257 of the Companies Act, 1956 proposing
the candidature of Mr. Kolli Basava Sankara Rao as the Director of the
Company. Resolutions seeking your approval to his appointment are in
the notice convening the 22nd Annual General Meeting of the Company.
Pursuant to provisions of sections 255 and 256 of the Companies Act,
1956 and article 51 of the articles of association of the Company, Mr.
A. Arun Rao, Non-Executive Director and Mr. Harsha Chigurupati,
Executive Director of the Company are liable to retire by rotation at
the ensuing Annual General Meeting and being eligible offers themselves
for re-appointment to the office of directorship. Your Board of
Directors recommend for their re-appointment.
Brief profiles of Mr. A. Arun Rao, Mr. Harsha Chigurupati and Mr. Kolli
Basava Sankar Rao, the nature of their expertise in specific functional
areas and the number of companies in which they hold directorships and
memberships/ chairmanships of committees of the Board, as stipulated
under clause U9 of the listing agreement with the stock exchanges, are
provided in the section on Corporate Governance in this Annual Report.
Members are requested to refer to the said section of the Corporate
Governance Report.
The board has formed different committees delegating various functions,
the description of the same is provided in the Corporate Governance
Report, attached herewith. Members are requested to refer to the said
section of the Corporate Governance Report.
Corporate Governance Report
Your Company endeavors to maximise the wealth of the shareholders by
managing the affairs of the Company with a pre-eminent level of
accountability, transparency and integrity. Your Company''s Board of
Directors comprises of eminent professionals in their respective fields
with rich experience in policy making and strategy formulation. Your
Company still continually works at improving its practices and
processes as it is spreading through nations to ensure that the best
practices are identified, adopted and followed. The Company has
implemented all of its major stipulations as applicable to the Company.
Most of the committees of the Board are headed by Independent Directors
and Company has two different individuals as Chairman and Managing
Director for several years.
The Statutory Auditor''s certificate, in accordance with clause U9 of
the listing agreement is annexed with the Corporate Governance Report.
The Managing Director and Chief Financial Officer have given a
certificate to the Board with regard to the financial statements for
the year ending March 31, 2013, as contemplated under clause 49 of the
listing agreement and the same is annexed with the Corporate Governance
Report. A detailed report on corporate governance practices followed by
your Company, in terms of clause 49 of the listing agreement with stock
exchanges, is provided separately in this annual report. The members
are requested to refer to the same.
Internal Audit & Controls
Your Company continues to engage M/s Dhanunjaya & Prabhakar, 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 and processes 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 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 including those relating to strengthening of the
Company''s risk management policies and systems.
Your Company has proper process for Risk Management. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
with both Business Review Committee and Audit Committee periodically.
Management Discussion and Analysis Statement
A management discussion and analysis statement as required under the
clause 49 of the listing agreement is annexed, forming a part of the
Director''s Report. The members are requested to refer to the same.
Director''s Responsibility Statement
Pursuant to the requirement of section 217(2AA) of the Companies Act,
1956 and based on the representations received from the operating
management, the Directors hereby confirm that:
i. in the preparation of accounts, the applicable accounting standards
have been followed and that no material departure have been made from
the same;
ii. appropriate accounting policies were applied consistently.
Judgment and estimates that were reasonable and prudent were made to
give a true and fair view of the Company''s state of affairs as at the
end of the financial year and of the Company''s profits for the year.
iii. proper and sufficient care was taken to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, to safeguard the Company''s assets and to prevent and detect
fraud and other irregularities.
iv. the annual accounts were prepared on a going concern basis.
Subsidiary Companies
- Granules USA Inc
Granules USA Inc, a wholly-owned subsidiary Company, operates for the
marketing requirements of the Company in the U.S market. The Share
Capital of the Company as on March 31, 2013 is Rs.1,16,31,470 (rupees
one crore sixteen lakhs thirty one thousand four hundred and seventy
only). During FY13, the Company achieved a turnover of Rs.7,510 lakhs
and the profit after tax is Rs.270.96 lakhs.
- GIL Lifesciences Private Limited
The Company is yet to commence its operations. As on March 31, 2013 the
Authorised Share Capital of the Company is Rs.3,50,00,000/- (rupees
three crores fifty lakhs only) divided into 35,00,000 (thirty five
lakhs) equity shares of Rs.10/- each and the Paid Up Share Capital of
the Company is Rs.2,94,61,760 (rupees two crores ninety four lakhs
sixty one thousand seven hundred and sixty only) divided into 29,46,176
(twenty nine lakhs forty six thousand one hundred and seventy six only)
equity shares of Rs.10 each.
- Granules Singapore Pte Ltd.
The Company has not commenced any activity so far. The Share Capital of
the Company as on March 31, 2013 is Rs.5,00,500 (rupees five lakhs five
hundred only).
The relevant particulars of subsidiary companies and the consolidated
final accounts for the year ended March 31, 2013, in accordance with
the accounting standard AS-21 on consolidated financial statements,
read with accounting standard AS-23 on accounting for investment in
associates are appended to this Report.
Joint Venture Companies
- Granules-Biocause Pharmaceutical Co. Limited
The Share Capital of the Company as on March 31, 2013 is
Rs.18,19,02,807/- (rupees eighteen crores nineteen lakhs two thousand
eight hundred and seven only). During the FY13, the Company achieved a
turnover of Rs.10,24463 lakhs.
- Granules OmniChem Private Limited
The Share Capital of the Company as on March 31,2013 is Rs.18,75,50,000
/-(rupees eighteen crores seventy five lakhs fifty thousand only). The
Company has not yet commenced its commercial activity during the period
under review hence there was no income during FY13. However the Company
incurred a loss of Rs.36,94,434 (rupees thirty six lakhs ninety four
thousand four hundred and thirty four only). Granules OmniChem Private
Limited is a 50:50 joint venture that will manufacture pharmaceutical
intermediates and APIs in a greenfield facility in Visakhapatnam (AP)
and mainly focus on high-value, low-volume APIs for the regulated
markets. The Company will initially cater to Ajinomoto OmniChem''s (one
of the joint venture partners and shareholders) existing customers and
will focus on oncology, cardiovascular and central nervous system (CNS)
products. Granules India Limited will also purchase APIs from the joint
venture Company and will offer finished dosages.
The joint venture Company is setting up 100% export oriented unit at
Jawaharlal Nehru Pharma City (JNPC), Parwada Mandal, Visakhapatnam (AP)
under the API 1C special economic zone to manufacture active
pharmaceutical ingredients. The construction of the unit (including
manufacturing block, administration block, warehouse and utility
electric substation block) and various installations are ongoing and
expected to finish construction in mid- 2013. The trial and commercial
production is expected to commence by December 2013. The Company plans
to obtain all necessary regulatory approvals from the U.S. Food and
Drug Administration ("FDA") or relevant European regulatory authorities
by March 31, 2016 and all Good Manufacturing Practice ("GMP") standards
in relation to the unit by March 31, 2015.
Statement under Section 212 of the Companies Act, 1956
Pursuant to the provision of section 212(8) of the Companies Act, 1956,
the Ministry of Corporate Affairs vide its circular no. 2/2011 dated
February 8, 2011 has granted general exemption from attaching the
balance sheet, profit & loss account and other documents of the
subsidiary companies with the balance sheet of the Company. The Board
of Directors of your Company has by a resolution, given consent for not
attaching the balance sheet of the subsidiaries concerned.
Accordingly, the annual accounts and other documents of Company''s
subsidiaries for the year ended March 31, 2013 are not attached to this
Annual Report. Pursuant to Section 212 of the Companies Act, 1956 a
brief statement related to subsidiary companies has been given as
annexure to the balance sheet and the same forms a part of this Annual
Report.
The annual accounts of subsidiaries and detailed information will be
made available for inspection by any member of the Company at the
registered office of the Company and also at the registered office of
the concerned subsidiaries. The annual accounts of the subsidiary
companies and detailed information will be made available to the
members of the Company and subsidiaries upon receipt of request from
them. The Company shall furnish a copy of annual accounts of
subsidiaries to the member on demand. The consolidated annual report is
attached with the Annual Report of the Company.
Auditors & their Report
M/s. Kumar & Giri, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and being eligible have offered themselves for re-appointment. The
Company has received a certificate from the auditors to the effect that
their re- appointment if made, would be in accordance with the
provisions of Section 224(1B) of the Companies Act, 1956. The
Directors recommend their re-appointment.
Comments of the auditors in their report and the notes forming part of
the accounts, are self-explanatory and need no comments.
Cost Auditors
M/s. EVS & Associates, Cost Accountants, were appointed as the
Company''s Cost Auditors to conduct cost audit of Jeedimetla
manufacturing unit and for issuance of Compliance Certificates as
required under Companies (Cost Accounting Records) Rules, 2011 for
Gagillapur and Bonthapally manufacturing unit of the Company for FY14.
The Cost Audit Report and the Compliance Report for the financial year
ended March 31, 2012 were duly filed with the Central Government.
Fined Deposits
Your Company did not accept any public deposits and no amount on
account of principal or interest on public deposits was outstanding on
the date of balance sheet.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information pertaining to conservation of energy, technology,
absorption, foreign exchange earnings and outgo, as required under
section 217(l)(e) of the Companies Act, 1956, read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as ''Annexure I'' and forms part of the Directors
Report.
Human Resources
Your Company recognises that "Human Resources" is its principal asset.
Your Company is striving relentlessly to strengthen talent pool across
all levels and to drive performance orientation as work culture by
implementing various schemes, system, process and programs from time to
time resulting in all around development of the employees and vibrant
work culture. Your Company has further strengthened its team to bring
the leadership skills which are directly relevant to our growth at this
stage. To attract and retain people, your Company provides a judicious
combination of attractive career, personal growth and a lucrative
compensation structure. Your Company places great importance on
nurturing and retaining the best skills in the industry. Moreover, it
is careful in aligning the needs of your Company with aspirations of
the employees.
Particulars of Employees
Particulars of employees, as required under section 217(2A) of the
Companies Act, 1956, read with the Companies (particulars of employees)
rules, 1975, as amended, forms part of this report. However in
pursuance of Section 219(l)(b) (iv) of the Companies Act, 1956, this
report and accounts are being sent to all shareholders of the Company,
excluding the statement containing the particulars to be provided under
Section 217(2A) of the said act. Any member interested in obtaining
such particulars may inspect the same at the registered office of the
Company or write to the Company Secretary for a copy thereof.
Employee Stock Option Plan (ESOP)
Your Company implemented the Granules India Equity Stock Option Plan
2002 and Granules India Equity StockOption Plan 2009, recognising the
Directors as well as the employee''s contribution to the organisation''s
success. During the year under review 64,500 options were exercised
under Granules India Equity Option Plan 2002 at an exercise price of
Rs.45 (forty five) per share, resulting into allotment of 64,500 shares
during the year. The said shares has been listed at Bombay Stock
Exchange and National Stock Exchange and also approved for trading
thereof. The Granules India Equity Stock Option Plan 2002 came to an
end on October 29, 2009, however the grants made on April 25, 2009
under said plan are still under force.
Details of the shares issued under ESOP, as also the disclosures in
compliance with clause 12 of the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines, 1999 are herein under provided.
Pursuant to clause 1U 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.
Code of Conduct
Your Company has laid down a Code of Conduct for all Board members and
senior management of the Company. The Code of Conduct has been posted
on the website of the Company. In pursuance of clause U9 of the listing
agreement, the declaration by the Managing Director of the Company
affirming compliance with the Code of Conduct by the Directors and
senior management personnel forms part of Corporate Governance Report.
Acknowledgements
Your Company continues to build shareholder value and your Directors
look to the future with confidence. Your Directors place on record
their appreciation for the overwhelming co- operation and assistance
received from investors, customers, business associates, bankers,
vendors and financial institutions. The Directors also thank the
Government of India and Governments of various countries, concerned
State Governments and other Government Departments and Governmental
Agencies for their co-operation and support.
Your Directors are especially indebted to employees of the Company and
its subsidiaries at all levels, who through their dedication,
co-operation, support and dynamic work, have enabled the Company to
achieve rapid growth. Your Directors seek, and look forward to the same
support during the future years of growth.
On behalf of the Board
Sd/-
Place: Hyderabad Dr. C. Nageswara Rao
Date: April 25, 2013 Chairman
Mar 31, 2011
To the Members
The Directors submit the Annual Report of the Company together with the
audited statement of accounts for the year ended March 31, 2011.
Financial results
The Company's revenue, expenditure and results of operations are
presented as below showing both the consolidated and standalone
financial results.
(Rs. lakhs)
Particulars Standalone Consolidated
year ended Year ended year ended Year ended
march
31, 2011 March
31, 2010 march
31, 2011 March
31, 2010
Net Sales 40,567.70 38,619.49 47,517.97 46,108.93
Other Income 71.17 48.00 80.25 107.36
Total Income 40,638.87 38,667.49 47,598.22 46,216.29
Profit Before
Depreciation, Interest
and Tax 5,464.16 6,280.90 5,765.69 7,371.97
Less: Interest and
Finance Charges 1,136.20 1,639.98 1,258.69 1,754.90
Less: Depreciation 1,588.13 1,589.67 1,831.47 1,857.43
Profit Before Tax 2,739.83 3,051.25 2,675.53 3,759.64
Less: Provision for
Taxes Including
Deferred Tax 568.01 656.40 585.95 722.44
Net Profit After Taxes 2,171.82 2,394.85 2,089.58 3,037.20
Add: Surplus Brought
Forward from
Previous Year 6,164.89 4,123.36 6,016.52 3,332.64
Surplus Available 8,336.72 6,518.22 8,106.10 6,369.84
Appropriations
made to Surplus:
Provision for Dividend 300.86 250.71 300.86 250.71
Provision for
Dividend Tax 48.81 42.61 48.80 42.61
Transfer to General
Reserve 108.60 60.00 108.60 60.00
Balance Carried to
Balance Sheet 7,878.45 6,164.89 7,647.84 6,016.52
Basic Earnings Per Share 10.83 11.94 10.42 15.14
Diluted Earnings Per Share 10.78 11.89 10.37 15.08
2. Dividend
In view of the Company's profitable performance, the Directors are
pleased to recommend for approval of the shareholders, a dividend of
15% on 2,00,57,154 equity shares (face value of Rs. 10 each) of the
Company with respect to the financial year 2010-11. The dividend, if
declared as above, would involve an outfow of Rs. 300.86 lakhs towards
dividend and Rs. 48.81 lakhs towards dividend tax, resulting in a total
outfow of Rs. 349.67 lakhs. Under the Income Tax Act, 1961, the
dividend will be tax free in the hands of the shareholders.
3. Transfer To The investor
Education and Protection fund
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.
71,215/- (Seventy One Thousand Two Hundred and Fifteen only) for the
Financial Year 2002-03, was transferred to the Investor Education and
Protection Fund established by the Central Government during the year
under review.
4. Transfer To General reserves
The Company proposes to transfer Rs. 108.60 lakhs to the General
Reserve out of the amount available for appropriations. After the
appropriations, it has been proposed to retain Rs. 1,713.56 lakhs from
the current year's profits.
5. Review of Operations
The net sales of the Company for the financial year 2010-11 stood at Rs.
40,567.70 lakhs compared to the net sales of Rs. 38,619.49 lakhs in the
previous Financial Year 2009-10, registering a growth of 5% in the
current financial year. The profit before interest, depreciation and tax
stood at Rs. 5,464.16 lakhs and profit after taxes stood at Rs. 2,171.82
lakhs during the current financial year. The Company continued to
strengthen its position in the rapidly growing market and aims at
achieving productivity gains, growth in volumes, sustained margins and
neutralising cost increases.
6. Funding
During the year under review, the Company has not sought or received
any external funding.
7. Research & Development
The Company is committed to building a sound base for sustained growth
both in both API and PFI businesses through the development of
innovative, future-oriented technologies, intellectual property
protection and engineering technologies in stable-ops by leveraging our
collective R&D expertise resulting in value for all stakeholders. Our
unrelenting focus on R&D has yielded achievements in year ending March
2011. The Company filed first patent application during the year and is
also preparing to file several more patent applications. The Company is
also developing API technologies which will offer higher quality
material. R&D efforts also helped in improving operational
productivity.
To face challenges in the business environment, the Company has
strengthened its R&D by enhancing resources and creating new
facilities. The Company also lined up several programmes for in-house
R&D and formed alliances with national and international reputed
institutions. We are positioning the period covered by the 2011-2012
Plan as a time of transformation, in which the Company will move
forward from our past successes and grow into a new Granules which
focuses on our activities on the themes of Innovation, Culture and
Growth.
8. Directors
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning. During the year under review the
following changes were witnessed:
a. Mr. Arun Rao Akinepally was appointed Additional Independent
Director by resolution of the Board passed by circulation on April 27,
2010 duly confrmed by the shareholders in the Annual General Meeting
dated September 27, 2010.
b. Mr. Harsha Chigurupati was appointed as an Additional Director by
Board Resolution on July 26, 2010 and was subsequently confrmed and
appointed as an Executive Director for a period of five years w.e.f
August 1, 2010 by the shareholders in the Annual General Meeting dated
September 27, 2010.
There is no change in the Board after the date of Balance Sheet.
Pursuant to provisions of Sections 255 and 256 of the Companies Act,
1956 and Article 51 of the Articles of Association of the Company, Mr.
L.S. Sarma and Mr. C. Parthasarathy, Independent Directors of the
Company are liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers themselves for re-appointment to the
office of Directorship. Your Board of Directors recommend for their
re-appointment.
Brief profiles of Mr. L.S. Sarma and Mr. C. Parthasarathy, the nature of
their expertise in specific functional areas and the number of companies
in which they hold directorships and memberships/chairmanships of
Committees of the Board, as stipulated under Clause 49 of the Listing
Agreement with the stock exchanges, are provided in the section on
Corporate Governance in this Annual Report.
The Board has formed different Committees delegating various functions,
the description of the same is provided in the Corporate Governance
Report, attached herewith.
9. Corporate Governance Report
Your Company is committed to good Corporate Governance Practices and
following the guidelines prescribed by the Stock Exchange Board of
India from time to time. Your Company still continually works at
improving its practices and processes as it is spreading through
nations to ensure that the best practices are identifed, adopted and
followed. The Company has implemented all of its major stipulations as
applicable to the Company. The Statutory Auditors Certificate, dated
July 28, 2011 in accordance with Clause 49 of the Listing Agreement is
annexed with Corporate Governance Report.
Mr. C. Krishna Prasad, Managing Director and Mr. Pranesh Raj Mathur,
CFO and President (API), have given a Certificate to the Board with
regard to the Financial Statements for the Year ending March 31, 2011
and the same is annexed with Corporate Governance Report, as
contemplated in Clause 49 of the Listing Agreement.
A Detailed report on Corporate Governance practices followed by your
Company, in terms of Clause 49 of the Listing Agreement with Stock
Exchanges, is provided separately in this Annual Report.
10. Management Discussion and analysis Statement
A Management Discussion and Analysis statement as required under the
clause 49 of the Listing Agreement is annexed, forming a part of the
Directors Report.
11. Director's Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 and based on the representations received from the operating
management, the Directors hereby confrm that:
i. In the preparation of accounts, the applicable accounting standards
have been followed.
ii. Appropriate accounting policies were applied consistently.
Judgment and estimates that were reasonable and prudent were made to
give a true and fair view of the Company's state of affairs as at the
end of the financial year and of the Company's profits for the year.
iii. Proper and sufficient care was taken to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, to safeguard the Company's assets and prevent and detect
fraud and other irregularities.
iv. The annual accounts were prepared on a going concern basis.
12. Subsidiary companies
Granules uSa inc.
Granules USA Inc., a wholly-owned subsidiary company, operates for the
marketing requirements of the Company in the U.S. During the financial
year 2010-11, the Company achieved a turnover of Rs. 7,543.74 lakhs.
Gil lifesciences Private limited
GIL Lifesciences Private Limited, a wholly-owned subsidiary of the
Company has acquired land at Jawaharlal Nehru Pharma City (JNPC),
Parwada Mandal, Visakhapatnam (AP) to set up a Pharmaceutical
manufacturing unit. The Company is yet to commence operations here.
Granules Singapore Pte limited
The Company has not commenced any activity from this wholly-owned
subsidiary company.
The relevant particulars of subsidiary companies and the consolidated
final accounts for the year ended March 31, 2011, in accordance with the
Accounting Standard AS-21 on Consolidated Financial Statements, read
with Accounting Standard AS-23 on Accounting for Investment in
Associates are appended to this Report.
13. Joint venture companies
Granules-biocause Pharmaceutical co. limited
During the financial year 2010-11, Granules-Biocause Pharmaceutical Co.
Limited, our Joint Venture Company achieved a turnover of Rs. 6,299.46
lakhs.
The Company has signed Joint Venture Agreement with a Belgium based
Company, S. A. Ajinomoto Omnichem N.V. on July 14, 2011 for the purpose
of establishing a 50:50 Joint Venture Company in India for manufacture
of pharmaceutical intermediates and APIs. The incorporation of the
Joint Venture Company is under process however, the name of the
proposed company"Granules Omnichem Private Limitedà has been approved
by the Registrar of Companies, Hyderabad (AP).
14. Statement under Section 212 of The companies act, 1956
Pursuant to the General Circular no. 2/2011 dated February 8, 2011
issued by Ministry of Corporate Affairs, the Company is entitled for
exemption from the provisions of section 212 of the Companies Act, 1956
and the Company has complied with the requisite criteria mentioned in
the above stated circular. However, a brief statement pursuant to
section 212 of the Companies Act, 1956 related to Subsidiary Companies
has been given as Annexure to the Balance Sheet and forms a part of
this Annual Report.
Copies of the Annual Report of the Subsidiary Companies and the related
detailed information will be made available to any member of the
Company and its Subsidiaries who may be interested in obtaining the
same. The Annual Report of the Subsidiaries Companies will also be kept
open for inspection by any investor at the Registered Office of the
Company and that of the respective Subsidiary Companies. The
consolidated Annual Report is attached with the Annual Report of the
Company.
15. Auditors and Their report
M/s. Kumar & Giri, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and being eligible have offered themselves for re-appointment. The
Company has received a certificate from the Auditors to the effect that
their re-appointment if made, would be in accordance with the
provisions of Section 224(1B) of the Companies Act, 1956. The Directors
recommend their re-appointment and to fix their remuneration.
Comments of the Auditors in their report and the notes forming part of
the Accounts, are self explanatory and need no comments.
16. Cost auditors
M/s. EVS & Associates, Cost Accountants, were appointed as the
Company's Cost Auditors subject to the consent of the Government of
India to conduct cost audit of the bulk drugs and formulations division
of the Company for the Financial Year 2010-11. The said appointment was
approved by the Central Government.
17. Fixed Deposits
Your Company did not accept any public deposits and no amount on
account of principal or interest on public deposits was outstanding on
the date of Balance Sheet.
18. conservation of energy, Technology absorption, and foreign exchange
earnings and outgo
The information pertaining to conservation of energy, technology,
absorption, foreign exchange earnings and outgo, as required under
section 217(1)(e) of the Companies Act, 1956, read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as 'Annexure I' and forms part of the Directors
Report.
19. Human resources
Your Company continued to have cordial relations with its employees.
Your Company is striving relentlessly to strengthen talent pipeline
across all levels and to drive performance orientation as work culture
by implementing various schemes, system, process and programs from time
to time resulting in all around development of the employees and
vibrant work culture. Your Company has robust process of human
resources development which is provided for in Management Discussion
and Analysis.
20. ParticularS of employees
Particulars of employees, as required under section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of employees)
Rules, 1975, as amended, form part of this Report as 'Annexure II'.
However in pursuance of section 219(1)(b)(iv) of the Companies Act,
1956, this report is being sent to all shareholders of the Company,
excluding the aforesaid information and the said particulars are made
available at the Registered Office of the Company. The members
interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company.
21. Employee Stock Option Plan
Your Company implemented the Granules India Equity Option Plan 2002
with the objective of enhanced employee commitment. The details of the
stock options granted under the Granules India Equity Option Plan 2002,
are given below:
Sr. no. Description Details
(a) Options granted during the year NIL
(b) Pricing formula Not Applicable.
(c) Options vested during the year 3,750 options out of those granted
during the financial year 2006-07.
69,500 options out of those granted during the financial year 2009-10.
(d) Options exercised during the year Nil
(e) Total number of shares arising as a result of exercise of options
Not Applicable
(f) Options lapsed during the year Nil
(g) Variation in terms of options Nil
(h) Money realised by exercise of options during the year Nil
(i) Total number of options in force 1,54,000
(j) Employee wise details of options granted during the year to:
(j)(i) Senior managerial personnel Not Applicable
(j)(ii) Any other employee who receives a grant in any one year of
options amounting to 5% or more of options granted during the year.
Not Applicable
(j)(iii) Identifed employees who were granted option, during any one
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of
grant.
Not Applicable
(k) Diluted Earnings per share (EPS) pursuant to issue of shares on
exercise of options calculated in accordance with Accounting Standard
(AS) 20 Ã Earning per share.
Not Applicable
(l) Where the Company has calculated the employee compensation cost
using the intrinsic value of the stock options, the difference between
the employee compensation cost that shall have been recognised if it
had used the fair value of the options.
Not Applicable
(m) Weighted-average exercise prices and weighted-average fair values
of options, whose exercise price either equals or exceeds or is less
than the market price of the stock
Not Applicable
(n) Description of the method and significant assumptions used during
the year to estimate the fair values of options.
Not 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 III to this
report.
22. Related Party Transactions
As a matter of policy, your Company carries out transactions with
related parties on an arm's length basis. Statement of these
transactions is given in the Notes to Accounts (Point no. 13) in
compliance of Accounting Standard (AS) 18.
23. Code of conduct
Your Company has laid down a Code of Conduct for all Board members and
senior management of the Company. The code of conduct has been posted
on the website of the Company. In pursuance of Clause 49 of the
Listing Agreement, the declaration by the Managing Director of the
Company affrming compliance with the code of conduct by the directors
and senior management personnel is provided herein as 'Annexure IV' and
forms part of Directors Report.
24. Acknowledgements
Your Company continues to build shareholder value and your Directors
look to the future with confdence. Your Directors place on record their
appreciation for the overwhelming co- operation and assistance received
from investors, customers, business associates, bankers, vendors and
financial institutions. The Directors also thank the Government of India
and Governments of various countries, concerned State Governments and
other Government Departments and Governmental Agencies for their
co-operation and support.
Your Directors are especially indebted to employees of the Company and
its subsidiaries at all levels, who through their dedication,
co-operation, support and dynamic work, have enabled the Company to
achieve rapid growth.
On behalf of the Board of Directors
Sd/-
L. S. Sarma
Director
Sd/-
C. krishna Prasad
Managing Director
Place: Hyderabad
Date: July 28, 2011
Mar 31, 2010
The Directors submit the Annual Report of the Company together with the
audited statement of accounts for the year ended March 31, 2010.
1. Financial Results (Rs. in lakhs)
Particulars Year ended 9-month period ended
March 31, 2010 March 31, 2009
Sales 38,619.49 25,387.36
Other income 48.90 85.47
Total income 38,668.39 25,472.83
Expenditure before Depreciation,
Interest and Tax 32,387.50 22,258.54
Interest and finance charges 1,639.98 1,453.83
Depreciation and amortization 1,589.67 974.79
Profit before tax 3,051.25 785.67
Provision for taxes
including deferred tax and FBT 656.40 277.15
Profit after tax 2,394.85 508.52
Add: Surplus brought forward 4,123.36 3,921.16
Surplus available 6,518.22 4,429.69
Appropriations
Dividend 250.71 250.71
Tax on distributed profits 42.61 42.61
Transfer to General Reserve 60.00 13.00
Balance carried to Balance Sheet 6,164.89 4,123.36
2. Dividend
In view of the Companys profitable performance, the Directors are
pleased to recommend for approval of the shareholders, a dividend of
12.5% on 2,00,57,154 equity shares (face value of Rs.10 each) of the
Company in respect of the financial year 2009-10. The dividend, if
declared as above, would involve an outflow of Rs. 250.71 lakhs towards
dividend and Rs. 42.61 lakhs towards dividend tax, resulting in a total
outflow of Rs. 293.32 lakhs. Under the Income Tax Act, 1961, the
dividend will be tax free in the hands of the shareholders.
During the year under review, the Company was not required to transfer
any unpaid / unclaimed dividends pertaining to the previous years to
the Investor Education and Protection Fund.
3. Transfer to Reserves
The Company proposes to transfer Rs. 60.00 lakhs to the General Reserve
out of the amount available for appropriations. After the
appropriations, it is proposed to retain Rs.2,041.53 lakhs from the
current years profits.
4. Operating Results
The Company achieved a turnover of Rs.38,619.49 lakhs showing a growth
of 14.1% compared to the previous year. The operating profit during the
year was Rs.10,103 lakhs.
5. Funding
During the year under review, the Company has not obtained any external
funding.
6. Research and Development
R & D activity at Granules India is a two-fold strategy with research
on the API front and development of finished dosages.
The Company is taking specific steps in developing new processes for
the production of various APIs to build on its strength as a cost
leader. During the fiscal year 2009-10, API activity has been
strengthened due to the addition of new members, developing a provision
for new infrastructure and building relationships with various academic
and research organisations. The CompanyÃs API laboratory has been
approved by the Department of Science & Technology, Government of
India. This will enable the Company to forge new relationships with
academic and research institutions.
The Company has also been making significant efforts on the R & D
activity in the finished dosage space. Our first ANDA was approved in
April 2010 and we expect the other ANDAs to be approved during the
current financial year. With this, we can proudly state that your
Company has the capability of launching new drugs in regulated markets.
The efforts continue to build strength in the formulations R & D.
7. Directors
During the year under review, Mr. Philip Herbert Strenger was appointed
as an Additional Director of the Company w.e.f December 23, 2009, to
hold office up to date of the forthcoming Annual General Meeting.
Changes in Directorate after Balance Sheet date:
a. Mr.Arun Rao Akinepally was appointed as Additional Director by
resolution of the Board passed by circulation on April 27,
2010. Mr.Arun Rao is an Independent Director.
b. Mr.Harsha Chigurupati was appointed as an Additional Director w.e.f
July 26, 2010 and subsequently as Executive Director w.e.f August 1,
2010. Mr.Harsha Chigurupati is a Non-Independent, Executive Director
Notice was received from the Companys members under Section 257 of the
Companies Act, 1956 proposing the candidature of Mr. Philip Herbert
Strenger, Mr.Arun Rao Akinepally and Mr.Harsha Chigurupati for
appointment as the CompanyÃs Directors. Resolutions seeking your
approval to their appointment are in the Notice convening the 19th
Annual General Meeting of the Company.
Pursuant to Article 51 of the Articles of Association of the Company,
Mr.A.P.Kurian will retire by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re- appointment as
Director. Your Board of Directors recommend his re-appointment.
Brief profiles of Mr.Philip Herbert Strenger, Mr.Arun Rao Akinepally,
Mr.Harsha Chigurupati and Mr.A.P.Kurian; the nature of their expertise
in specific functional areas and the number of companies in which they
hold directorships and memberships/chairmanships of Committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with the
stock exchanges, are provided in the section on Corporate Governance in
this Annual Report.
8. Corporate Governance Report and Management Discussion and Analysis
Statement
A Report on Corporate Governance and a Management Discussion and
Analysis statement are attached to this Report, which form part of this
Annual Report.
9. Directors Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 and based on the representations received from the operating
management, the Directors hereby confirm that:
i. The applicable accounting standards issued by the Institute of
Chartered Accountants of India were followed
ii. Appropriate accounting policies were applied consistently.
Judgment and estimates that were reasonable and prudent were made so as
to give a true and fair view of the Companys state of affairs as at
the end of the financial year and of the Companys profits for the
year.
iii. Proper and sufficient care was taken to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the Companys assets and for preventing and
detecting fraud and other irregularities.
iv. The annual accounts were prepared on a going concern basis.
10. Subsidiary Companies Granules USA Inc.
Granules USA Inc., a wholly-owned subsidiary company, operates for the
marketing requirements of the Company in the U.S. During 2009-10, the
subsidiary company achieved a turnover of Rs. 10,486 lakhs.
The relevant particulars of Granules USA Inc. and the consolidated
final accounts for the period ended March 31, 2010, in accordance with
the Accounting Standard AS-21 on Consolidated Financial Statements,
read with Accounting Standard AS-23 on Accounting for Investment in
Associates are appended to this Report.
GIL Lifesciences Private Limited
GIL Lifesciences Private Limited, a wholly-owned subsidiary of the
Company has acquired land for setting up a unit for manufacture of
APIs. The feasibility of setting up a project at this land is being
examined.
Granules Singapore Pte Ltd.
The Company has not commenced any activity from this wholly- owned
subsidiary company.
11. Joint Venture Company
Granules-Biocause Pharmaceutical Co. Ltd.
During 2009-10, Granules-Biocause Pharmaceutical Co. Ltd, the joint
venture company achieved a total turnover of Rs.13,830 lakhs.
12. Explanation to Qualifications in Auditorsà Report
a. Dues to micro, small and medium enterprises (Clause 4(a) of the
Auditorsà Report)
In view of its long standing relationship with these particular
enterprises, your Company enjoys credit period higher than that
prescribed by law and the outstanding dues are paid accordingly.
However, your Company would ensure that the outstanding dues to these
parties would be minimized over a period.
b. Confirmation of balances (Clause 4(b) of the Auditorsà Report)
Your Company has circulated letters to debtors and creditors for
confirmation of balances. Your Company has received confirmation from
318 accounts and the same are in agreement with the balances as per the
Companys books.
13. Statement under section 212 of the Companies Act, 1956
A statement pursuant to section 212 of the Companies Act, 1956 related
to Subsidiary Companies has been given as Annexure to the Balance Sheet
and forms part of this Annual Report.
14. Auditors
M/s.Kumar & Giri, Chartered Accountants, who are the statutory auditors
of the Company hold office, in accordance with the provisions of the
Companies Act, 1956, up to the conclusion of the forthcoming Annual
General Meeting and have confirmed their eligibility and willingness
for re-appointment.
15. Cost Auditors
M/s.EVS & Associates, Cost Accountants, were appointed as the Companys
Cost Auditors subject to the consent of the Government of India to
conduct cost audit of the bulk drugs division of the Company for
2009-10. The said appointment was approved by the Central Government.
16. Fixed Deposits
Your Company did not accept any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
on the date of Balance Sheet.
17. Conservation of Energy and Technology Absorption, among others
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are set out in Annexure I to
this Report.
18. Human Resources
In your Company, we have a philosophy of respect, empowerment and
continuous development that helps us enjoy sustained healthy employee
relations. Towards this effort, your
Company has implemented numerous initiatives such as the introduction
of a robust Performance Management System, Plant Performance Incentive
Scheme, Level-Grade Restructuring, Lean Recruitment Process and
Training programs across all levels of the Organisation for developing
& improving its human capital.
19. Particulars of Employees
Information as required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, is
given in Annexure II to this Report.
20. Employee Stock Option Plan
Your Company implemented the Granules India Equity Option Plan 2002
with the objective of enhanced employee commitment.
The details of the stock options granted under the Granules India
Equity Option Plan 2002, including grants to the senior management are
given below:
Description Details
(a) Options granted during the year 1,39,000
(b) Pricing formula Market price as on the
date of grant
(c) Options vested 3,000 options out of those
granted during the
financial year 2006-07
(d) Options exercised Nil
(e) Total number of shares arising
as a result of exercise of options Not Applicable
(f) Options lapsed during the year Nil
(g) Variation in terms of options Nil
(h) Money realized by exercise of
options during the year Nil
(i) Total number of options in force 1,54,000
(j) Employee wise details of options
granted to:
(i) Senior Managerial Personnel 1. Mr. Jonathan Berlent
(President, U.S Operations) -
70,000 options
2. Dr. A. Bhaskar Krishna
(Chief Operating Officer) -
40,000 options
3. Mr. Pranesh Raj Mathur
(Chief Finance Officer) -
10,000 options
4. Mr. I. Murali Prasad
(GM, Operations) -
4,500 options
5. Mr. P. Srinivasa Reddy
(GM, Operations) -
4,500 options
Description Details
(ii) Any other employee who receives
a grant in any one year 1. Mr. Jonathan Berlent -
70,000 options
of options amounting to 5% or more
of options granted 2. Dr. A. Bhaskar Krishna -
40,000 options
during the year 3. Mr. Pranesh Raj Mathur -
10,000 options
(iii) Identified employees who
were granted option, during any Nil
one year, equal to or exceeding 1%
of the issued capital (excluding
outstanding warrants and conversions)
of the company at the time of grant
(k) Diluted Earnings per share (EPS)
pursuant to issue of shares Rs.11.94
on exercise of options calculated in
accordance with Accounting Standard
(AS) 20 Ã Earning per share
(l) Where the Company has calculated
the employee compensation Since the pricing formula
adopted is the market price
cost using the intrinsic value of
the stock options, the difference of the shares prevailing on
the date of grant, no
between the employee compensation
cost that shall have been intrinsic value is
applicable and hence, no
employee
recognized if it had used the fair
value of the options compensation on account of
employee stock options
is calculated
(m) Weighted-average exercise prices
and weighted-average fair No such instances during
the year
values of options, whose exercise price
either equals or exceeds or is less
than the market price of the stock
(n) Description of the method and
significant assumptions used Not Applicable
during the year to estimate the fair
values of options
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 III to this
report.
21. Related Party Transactions
As a matter of policy, your Company carries out transactions with
related parties on an arms length basis. Statement of these
transactions is given in the Notes to Accounts in compliance of
Accounting Standard AS - 18.
22. Acknowledgements
The Directors thank the Companys customers, vendors, investors,
business associates, bankers and financial institutions for their
support to the Company.
The Directors also thank the Government of India and the
governments of various countries, the concerned state governments and
other government departments and governmental agencies for their
cooperation.
The Directors place on record their appreciation of the contributions
made by every member of the Granules family.
On behalf of the Board of Directors
Place: Hyderabad Dr. C. Nageswara Rao
Date: July 26, 2010 Chairman
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Granules India Ltd. குறித்த கூடுதல் தகவல்களை
-
Granules India Ltd. டூல்ஸ்
- பல்க் டீல்ஸ்
- பிளாக் டீல்ஸ்
-
Granules India Ltd. நிறுவன தகவல்கள்
- நிறுவன சுயவிவரம்
- நிறுவன வரலாறு
- நிர்வாக குழு
- மூலதன வடிவம்
- புராடெக்ட் மிக்ஸ்
- வங்கியாளர்/தணிக்கையாளர்/பதிவாளர்
-
நிறுவன வரலாறு
- மும்பை பங்குச் சந்தையில் விலை வரலாறு
- என்எஸ்இ விலை வரலாறு
-
Granules India Ltd. முக்கிய நிதியில் விகிதங்கள்
- விகிதங்கள்
-
Granules India Ltd. முடிவுகள்
- காலாண்டு முடிவுகள்
- அரையாண்டு முடிவுகள்
- 9 மாத முடிவுகள்
- வருடாந்திர முடிவுகள்
-
Granules India Ltd. நிதியியல் தகவல்கள்
- தணிக்கை முடிவுகள்
- பணப்பாய்வு
- இருப்பு நிலைக்குறிப்பு
-
Granules India Ltd. அறிக்கை
- கணக்கியல் கோட்பாடுகள்
- தணிக்கையாளர்கள் அறிக்கை
- இயக்குநர்கள் அறிக்கை
- கணக்கு குறிப்புகள்
-
Granules India Ltd. கார்ப்பரேட் அறிவிப்புகள்
- புத்தக முடிவு
- ஈவுத்தொகை
- நிர்வாகக் குழுக் கூட்டங்கள்
