Directors' Report
1. Your Directors have pleasure in presenting their 4th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2014.
2. Dividend:
Your Directors recommend Dividend on Equity Shares at Rs.3.00 per share (i.e. 150 per cent) of face value of Rs.2/–per share for the year ended 31st March, 2014 as against Rs.2.50 per share (i.e. 125 per cent) for the year ended 31 st March, 2013.
3. Management's Discussion and Analysis:
The Report on Management Discussion and Analysis as required under the Listing Agreement is included in this report. Certain statements in the said report may be forward–looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
4. Operations:
The Company's Standalone revenues from operations were Rs.1,843.79 Crores for the year ended 31st March, 2014 as compared to Rs.1,492.62 Crores for the previous year.
The Standalone profit before Interest, Depreciation, Nonrecurring Income and expenses and Taxes was Rs.359.02 Crores for the year under review as compared to Rs.243.76 Crores for the previous year.
During the year, the interest and financing cost was Rs.9.81 Crores as compared to Rs.14.57 Crores in previous year.
The Company has made Net Profit of Rs.238.28 Crores on standalone basis for the year under review as compared to Rs.157.45 Crores for the previous year.
The Company has registered consolidated revenues from operations of Rs.1,863.22 Crores for the year under review as compared to Rs.1,520.34 Crores for the previous year.
The consolidated Profit, before providing for Interest, Depreciation, Non–recurring Income, expenses and Taxes, was Rs.357.71 Crores for the year under review as compared to Rs.251.96 Crores for the previous year.
The Company has made a consolidated profit after tax of Rs.235.51 Crores for the year under review as compared to Rs.165.25 Crores for the previous year.
5. Listing of shares:
The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) with scrip code No. 533573 and on National Stock Exchange of India Limited (NSE) with scrip code of APLLTD.
6. Fixed Deposits:
The Fixed Deposits including those from shareholders as on 31st March, 2014wasRs.1,856.50 Lacs.Therewereunclaimed deposits amounting to Rs.49.43 Lacs from 78 deposit holders which have been transferred to current liabilities. The Company has stopped accepting deposits w.e.f. 1st July, 2013.
Further, in compliance with the provisions of the Companies Act, 2013 and rules made thereunder, the Company has initiated repayment of deposits accepted prior to 1st July, 2013 and outstanding as on 31st March, 2014.
7. Directors:
In accordance with the provisions of the Companies Act, 2013 and Company's Articles of Association, Mr. Pranav Amin, Director of the Company will retire by rotation at the ensuing Annual General Meeting who is eligible for re–appointment.
The Independent Directors of the Company viz. Mr. Pranav Parikh, Mr. Paresh Saraiya, Mr. K. G. Ramanathan and Mr. Milin Mehta were liable to retire by rotation in terms of provisions of Companies Act, 1956. However, as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by Shareholders and for a term upto five consecutive years and they shall not be liable to retire by rotation. Accordingly, it is proposed to appoint them for a term of five consecutive years w.e.f. 1st April, 2014.
8. Energy, Technology and Foreign Exchange:
In accordance with the provisions of 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, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure – A to this report.
9. Particulars of Employees:
The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annexure B. However, as permitted by section 219(1 )<b) (iv) of the Companies Act, 1956, this Annual Report is being sent to all shareholders excluding this Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary of the Company
10. Corporate Governance:
Your Company has complied with the provisions of Corporate Governance as prescribed under the Listing Agreement.
A separate report on Corporate Governance is produced as a part of the Annual Report, along with the Auditor's Certificate on the compliance.
11 .Audit Committee:
The Audit Committee consists of Mr. Paresh Saraiya, Mr. Milin Mehta and Mr. Pranav Parikh. Mr. Paresh Saraiya is Chairman of the Audit Committee. All the Directors in Audit Committee are Non–Executive Independent Directors. The Committee interalia reviewed the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee reviews at length the Financial Statements and approves the same before they are placed before the Board of Directors.
12. Auditors:
(a) Statutory Auditors:
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. K. S. Aiyar & Co., Chartered Accountants, Statutory Auditors, are eligible for re–appointment as Auditors for a maximum period of six years. Members are requested to appoint them for a term of five consecutive years from conclusion of this Annual General Meeting till conclusion of sixth Annual General Meeting considering the ensuing AGM as first and to authorise the Board of Directors to fix their remuneration.
(b) Internal Auditors:
The Company has appointed M/s. Sharp & Tannan, Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational areas of the Company.
(c) Cost Auditors:
As per the order No. 52/26/CAB/2010 dated 2nd May, 2011 of the Ministry of Corporate Affairs, the Company is required to get Audited, the Cost Accounts maintained by the Company relating to Bulk Drugs and Formulations for the year ended on 31st March, 2014 by Auditors with qualification prescribed in Section 233B(1) of the Companies Act, 1956. Accordingly, the Board had appointed Mr. H. R. Kapadia as Cost Auditor for the year ended on 31st March, 2014.
(d) Secretarial Auditors:
As per provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Company has appointed M/s. Samdani Shah & Associates, practising Company Secretaries as Secretarial Auditors of the Company for the F.Y. 2014–15.
13. Directors' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:
(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profits of the Company for the year under review;
(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
(d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a 'going concern' basis.
On behalf of the Board of Directors,
