nutraplus india ltd Management discussions


API manufacturers in India are making efforts to strengthen their marketing capacity by improving production yields, modifying production processes, and increasing sales. More than 30% of the APIs manufactured in India are exported to countries such as the US, the UK, Japan, etc. The total production market of API in India was valued at approximately US$ 11 Billion forecasted to grow at a CAGR of around 9% during the period of FY 2019 FY 2022.

Of the total domestic consumption, approximately 32% was imported. Of the total imports, China alone accounts for 57-60% of the APIs imported by India. The remaining imports are from countries such as Italy, Germany, Malaysia, and others. These facts indicate that there is plentiful scope for the domestic API market to grow, if the manufacturers are able to produce the required amount of APIs on their own, rather than importing it from other countries.

The Share of India in the Global API market has increased as the Indian API industry has been supplying good quality API to top pharmaceutical companies, both domestically and globally. Moreover, the Indian API industry has gained recognition worldwide due to its high quality of APIs.

According to RNCOS analysis, the Indian API domestic consumption market will grow at a CAGR of around 10% from FY 2019 to FY 2022. The Indian Government made the announcement of 2019 being the ‘Year of APIs.

Apart from this, players are manufacturing complex APIs by using latest technologies. This serves as a key differentiating factor of research of each company. Players are also expanding their global footprint, announcing new distribution channels and opening new manufacturing facilities.

Drivers & Challenges

A major chunk of the population lives on less than US$ 1 per day, and most of them have to pay out of their own pockets for medical services. Out-of-pocket spending in India is over four times higher than public spending on healthcare. Therefore, there is a rising need for advanced drugs that will help people to recover quickly at lower cost.

Personal disposable income in India has grown at a CAGR of approximately 12%. With rise in income, consumption patterns have changed and a new middle class has emerged, which is growing at a fast pace. The rising middle class population will be a predominant factor for more value based healthcare facilities. Meanwhile, India has limited healthcare insurance coverage (both private and government) compared to other countries, which results in nearly 80% of the total out-of-the-pocket expenditure on medical facilities. Consequently, there are significant opportunities for businesses to flourish in primary healthcare as well as wellness and disease management.

India is witnessing a rise in ageing population. According to UN estimates, the percentage of old people (60 years or above) in India will rise from 8.9% in 2019 to 12.5% in 2030. Furthermore, by 2050, 19.4% of the total Indias population will age above 60 years. The country will also witness rise in the old age dependency ratio from 13% in 2000 to 32.8% in 2050. Precisely, three Indians in the working age population will have to take care of one elderly by 2050. The growing burden of an ageing population will increase the consumption of pharmaceutical products, which in turn will generate a greater demand for APIs.

India is a developing nation where a major portion of the population lives below the poverty line. According to World Bank, the poverty rate in India is 12.4%. These people and many others require medication which is economical. Consequently, there has been a rise in the demand for generic medicines, which are made with the help of APIs. A further increase in demand for generic medicines will propel growth of the Indian API market. Recently government has made it mandatory to give prescription of generic names of drugs.

Market Segmentation

On the basis of the type of manufacturing process that an API producing company opts for, the API market is segmented into captive and merchant markets. The captive market includes the APIs produced by pharmaceutical companies themselves for their own needs, while the merchant market for APIs includes those APIs that are sold by third parties. In FY 2016, the captive market of APIs held a share of more than 65% in the Indian API market. On the other hand, the merchant market held a share of over 30%. Looking at the initiatives taken by the government to promote domestic manufacturing of APIs, the captive market is bound to grow in the coming years.

The domestic Indian API market is further segmented on the basis of the type of API. Chemical or small molecule APIs lead the market compared to the Biotech APIs. In FY 2019, Chemical APIs accounted for 70% of the Indian API market.

Out of these therapeutic areas, a major share of 32% was occupied by the anti-infectives.

Government Initiatives

The Government of India is adopting various measures to promote its ‘Make in India campaign in the pharmaceutical sector, so that there is 100% production of APIs domestically. For this purpose a committee has been established. This committee has recommended the development of Mega Parks for APIs with common facilities like:

Effluent Treatments Plants (ETPs) Testing Facilities

Captive Power Plants/Assured Power Supply by State Systems

Common Utilities/Services such as storage, testing laboratories, IPR management, designing, etc.

The Department of Pharmaceutical has planned to launch a venture capital fund of INR 1,000 Crore. This fund will provide support to the start-ups in the pharmaceutical industry. The venture capital fund will be used by the companies to carry out research and development of novel active pharmaceutical ingredients and formulations. This move would give a boost to the domestic pharmaceutical industry, and provide cheaper loans to entities looking to establish or upgrade manufacturing facilities.

Opportunities and Recommendations

Presently, Indian API industry has a major presence in the generic drug APIs market. If the government increases the budget for R&D, the pharma experts will be able to work better with increased resources towards the development of novel APIs such as ionic liquids.

Presently, the generic drugs market is dominated by branded generic drugs. This is causing a hindrance to the sales of unbranded generic drugs by small or medium scale manufacturers in India. This in turn affects the generic drug API market. However, the revival of Jan Aushadhi Scheme and Free Essential Drug scheme by the state & central governments would prove to be an opportunity for the domestic generic API manufactures to conquer the generic drug API market.

The rising geriatric population in the country and increased awareness among people about healthcare is causing an increase in the demand for new medical products. Areas such as oncology, diabetes, respiratory disorders, cardiovascular diseases, etc. can be the potential focus segments. Research experts should focus on the development of novel APIs for these emerging therapeutic segments, which offer opportunities for growth to this industry.

For Nutraplus India Limited
Mukesh D. Naik Nitin M. Desai
Managing Director Director
DIN: 00412896 DIN: 08278643

Place: Mumbai Date: November 16, 2020

ANNEXURE II

DETAILS OF REMUNERATION

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20 and the percentage increase in remuneration of each Director during the Financial Year 2019-20 are as under:

Sr. No. Name of Directors Remuneration (‘in lakh) % increase/decrease in Remuneration in the FY 2019-20 Ratio of Remuneration of each director/to Median Remuneration to employee
1. Mr. Mukesh Naik, Managing Director 30.00 NIL 5.45
2. Mr. Dilip Pimple, Whole-time Director 15.40 NIL 2.80
3. Mr. Uday Desai Chief Executive Officer 18.00 18.00 3.27
4. Mr. Chirag Mehta* Chief Financial Officer 1.14 1.10 0.21
5. Ms. Nancy Napoleon Company Secretary 3.90 3.84 0.71

*Mr. Chirag Mehta was appointed on the post of the Chief Financial Officer w.e.f. March 30, 2019 and resigned w.e.f. 27.05.2020

i. The percentage increase in the median remuneration of employees in the Financial Year: ii. The Median remuneration of the employees in the financial year 2019-20 was Rs. 5.50 Lakhs as compared to the financial year 2018-19 was Rs. 2.60 Lakhs. iii. There were 9 permanent employees on the rolls of the Company as on 31st March, 2020: iv. Average percentile decrease in the median remuneration of comparable employees in the Financial Year 2019-20 other than the managerial personnel was 12.44% and there is no change in salary of the Managerial personnel. v. Affirmation that the remuneration is as per the Nomination and Remuneration Policy of the Company: It is hereby affirmed that the remuneration paid is as per the Policy for Nomination & Remuneration of the Director, Key Managerial Personnel and other Employees. vi. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of this Report and the accounts are being sent to the Members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

For and on behalf of the Board of Directors of Nutraplus India Limited

Dilip Pimple Mukesh Naik
Whole-time Director Chairman & Managing Director
DIN:02433809 DIN: 00412896

Place: Mumbai Date: November 16, 2020

Details pertaining to remuneration as required under Section 197(12) read with Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a) Top ten employees of the Company terms of remuneration drawn during the year:

SR. NO. 1 2 3 4 5 6 7 8 9
NAME MUKESH NAIK UDAY DESAI VIMAL AGARWAL ABHIJIT JADHAV ALPA SHAH BHAGVATILAL MEHTA LOUIS RUMAO NANCY NAPOLEON UJWALA CHAVAN
DESIGNATION CHAIRMAN & MANAGING SALES MANAGER ACCOUNT MANAGER PURCHASE MANAGER ACCOUTANT SALES MANAGER LEAGAL & ADMIN COMPANY SECERTARY ACCOUNT OFFICER
REMUNERATI ON PAID 30,00,000.00 18,00,000.00 7,49,996.00 6,99,995.00 5,50,000.00 5,03,000.00 4,63,400.00 3,90,000.00 2,60,000.00
NATURE OF EMPLOYMENT FULL TIME FULL TIME FULL TIME FULL TIME FULL TIME FULL TIME FULL TIME FULL TIME FULL TIME
QUALIFICATIO NS B.E. (Chemical Eng) B.E. (Chemical Eng) B.COM M.M.S. B.COM B.COM B.COM C.S. B.COM
EXPERIENCE (YEARS) 30 20 23 25 25 6 22 7 11
DATE OF COMMERNCE OF EMPLOYMENT 20.03.1995 15-03-2002 20.03.2018 05.07.2013 20.09.1995 16.01.2012 16.12.1996 15.03.2019 20.09.2007
AGE (YEARS) 65 37 50 44 42 33 50 32 38
PREVIOUS EMPLOYMENT N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
PERCENTAGE OF EQUITY NIL NIL NIL NIL NIL NIL NIL NIL NIL
WHETHER RELATIVE OF NO NO NO NO NO NO NO NO NO

ANNEXURE IV

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2020

 

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration)

Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L24230MH1990PLC055347
Registration Date 06/02/1990
Name of the Company Nutraplus India Ltd.
Category / Sub-Category of the Company Company limited by Shares Non-govt company
Address of the Registered office and contact details Plot No. N-92, MIDC- Tarapur, Boisar, Thane- 401 506.
Whether Listed company Yes
Name, Address and Contact details of Registrar and Transfer Agent, if any: Link Intime India Pvt. Ltd. (Sharex Dynamic (India) Pvt. Ltd. merged with Link Intime India Pvt. Ltd.) C101, 247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083. support@sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products/ services NIC Code of the Product/ service

% to total turnover of the company

1 Drugs and Pharmaceuticals 21001 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the Company CIN / GLN Holding/ subsidiary/associate % of shares held Applicable section
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity): i. Category-wise Share Holding:

Category & Name of the Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physica l Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a)Individual/HUF 13658920 0 13658920 40.066 13658920 0 13658920 40.066 0
b) Central Govt 0 0 0
c) State Govt(s) 0 0 0
d) Bodies Corp. 0 0 0
e) Banks / FI 0 0 0
f) Any other 0 0 0
Sub-total(A)(1): 13658920 0 13658920 40.066 13658920 0 13658920 40.066 0
(2) Foreign
a) NRIs - Individuals 0 0 0
b) Other - Individuals 0 0 0
c) Bodies Corp. 0 0 0
d) Banks / FI 0 0 0
e) Any other 0 0 0
Sub-total (A)(2): 0 0 0
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 13658920 0 13658920 40.066 13658920 0 13658920 40.066 13658920
B. Public Shareholding
(1) Institutions
a) Mutual Funds 0 8360 8360 0.025 0 8360 8360 0.025 0.000
b) Banks/FI 1540 220 1760 0.005 0 220 220 0.001 -0.0004
c)Central Government 0
d) State Govt(s) 0
d)Venture Capital Funds 0
e)Foreign Portfolio Investors 0
f)Insurance Companies 0
g) FIIs 0
h)Foreign Venture Capital Funds 0
i) Others (specify) 0 0 0 0 0
Sub-total (B)(1): 1540 8580 10120 0.03 0 8580 8580 0.026 -0.004
(2)Non-Institutions
a) Bodies Corp.
(i) Indian 1963961 18260 1982221 5.814 1638202 18260 1656462 4.859 -0.955
ii) Overseas 0 0 0.000
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lacs 4639983 1031050 5671033 16.635 4737331 1011695 5749026 16.864 0.229
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lacs 11652139 21560 11673699 34.243 12023561 21560 12045121 35.322 1.089
c) Others (specify)
Non Resident 517834 263120 780954 2.291 679632 263120 942752 2.765 0.474
Overseas Corporate Bodies 0
Foreign Nationals 0
Clearing Members 314139 0 314139 0.921 30225 0 30225 0.089 -0.832
Trusts 0
Foreign Bodies - D R 0
Sub-total(B)(2): 19088056 1333990 20422046 59.904 19108951 1314635 20423586 59.909 0.005
Total Public Shareholding (B)=(B)(1)+(B)(2) 19089596 1342570 20432166 59.934 19108951 1323215 20432166 59.935 0.001
C. Shares held by Custodian for GDRs & ADRs 0 0.000
Grand Total (A+B+C) 32748516 1342570 34091086 100.00 32767871 1323215 34091086 100.00 0.00

ii. SHAREHOLDING OF PROMOTERS:

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Share holding at the end of the Year

No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares % change in share holding during the year
1. Naik Mukesh Dhirubhai 3888060 11.405 0 3888060 11.405 0 0.00
2. Uday Desai 3745280 10.986 0 3745280 10.986 0 0.00
3. Nidhi M Naik 3300000 9.68 0 3300000 9.68 0 0.00
4. Gita Mukesh Naik 2725580 7.995 0 2725580 7.995 0 0.00
Total 13658920 40.066 0 13658920 40.066 0 0.00

iii. CHANGE IN PROMOTERS SHAREHOLDING:

Sl. No. Sharehold ers Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No.of Shares at the beginning /end of the Year % of the Shares of the company Date Increasing/De creasing in shareholding Reason No. of shares % of total shares of the Company
1. Naik Mukesh Dhirubhai 3888060 11.405 01-04-2019 NIL
-Closing Balance 31-03-2020 3888060 11.405
2. Uday Desai 3745280 10.986 01-04-2019 NIL
Closing Balance 31-03-2020 3745280 10.986
3. Nidhi M Naik 3300000 9.68 01-04-2019 NIL
-Closing Balance 31-03-2020 3300000 9.68
4. Gita Mukesh Naik 2725580 7.995 01-04-2019 NIL
-Closing Balance 31-03-2020 2725580 7.995

V. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS

AND HOLDERS OF GDRS AND ADRS):

Sr. No Name No. of Shares at the beginni ng /end of the Year % of the Shares of the company Date Increasing/ Decreasing in shareholdin g Reason No. of shares % of total Shares of the company
1 MANOJ MITTAL 1483270 4.351 01-04-2019
-CLOSING BALANCE 31-03-2020 No Change 1483270 4.351
2 RAMESH SINGHAL 1090476 3.199 01-04-2019
26-07-2019 -522876 Sold 567600 1.655
02-08-2019 -522876 Buy 1090476 3.199
-CLOSING BALANCE 31-03-2020 1090476 3.199
3 SANGEETHA S 146590 0.43 01-04-2019
08-11-2019 534490 Buy 681080 1.998
Closing Balance 31-03-2020 681080 1.998
4 VARUN SINGHAL 644200 1.89 01-04-2019
-CLOSING BALANCE 31-03-2020 No Change 644200 1.89
5 KISHOR PUNAMCHAND OSTWAL 600000 1.76 01-04-2019
20-12-2019 5000 Buy 605000 1.775
27-12-2019 -3000 Sold 602000 1.776
03-01-2020 -2000 Sold 600000 1.76
-Closing Balance 31-03-2020 600000 1.76
6 CNI RESEARCH LIMITED 652730 1.915 01-04-2019
07-06-2019 -26000 Sold 626730 1.838
14-06-2019 26000 Buy 652730 1.915
05-07-2019 20000 Buy 672730 1.973
13-09-2019 -20000 Sold 652730 1.915
20-09-2019 -24000 Sold 628730 1.844
27-09-2019 21000 Buy 649730 1.906
04-10-2019 23000 Buy 672730 1.973
18-10-2019 -10000 Sold 662730 1.944
25-10-2019 5000 Buy 667730 1.959
01-11-2019 5000 Buy 672730 1.973
10-01-2020 -39268 Sold 633462 1.858
17-01-2020 -30918 Sold 602544 1.767
24-01-2020 -25173 Sold 577371 1.694
31-01-2020 -9361 Sold 568010 1.666
Closing Balance 31-01-2020 568010 1.666
7 B N MITTAL HUF 329535 0.967 01-04-2019
-CLOSING BALANCE 31-03-2020 No Change 329535 0.967
8 PRASHANT KOTHARI 184000 0.54 01-04-2019
05-04-2019 9149 Buy 193149 0.567
29-06-2019 5000 Buy 198149 0.581
12-07-2019 15000 Buy 213149 0.625
13-12-2019 -202 Sold 212947 0.625
21-02-2020 30000 Buy 242947 0.713
-CLOSING BALANCE 31-03-2020 242947 0.713
9 BHARAT K BANKA HUF 242000 0.71 01-04-2019
-Closing Balance 31-03-2020 No Change 242000 0.71
10 JYOTIVARDHA N JAIPURIA 240000 0.704 01-04-2019
-Closing Balance 31-03-2020 No Change 242000 0.704

VI. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No.of Shares at the beginning /end of the Year % of the Shares of the compan y Date Increasing/Dec reasing in shareholding Reason No. of shares % of total shares of the Company
1. Naik Mukesh Dhirubhai 3888060 11.405 01-04-2019 NIL
-Closing Balance 31-03-2020 3888060 11.405
2. Uday Desai 3745280 10.986 01-04-2019 NIL
Closing Balance 31-03-2020 3745280 10.986
3. Nidhi M Naik 3300000 9.68 01-04-2019 NIL
-Closing Balance 31-03-2020 3300000 9.68
4. Gita Mukesh Naik 2725580 7.995 01-04-2019 NIL
-Closing Balance 31-03-2020 2725580 7.995

VII. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 74,93,21,922 - - 74,93,21,922
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 42,08,674 - - 42,08,674
Total (i+ii+iii) 75,35,30,596 - - 75,35,30,596
Change in Indebtedness during the financial year
Addition 73,21,34,013 --- --- 73,21,34,013
Reduction 72,69,13,574 --- --- 72,69,13,574
Net Change 52,20,439 --- --- 52,20,439
Indebtedness at the end of the financi al year
i) Principal Amount 75,87,51,035 --- --- 75,87,51,035
ii) Interest due but not paid --- --- ---
iii) Interest accrued but not due --- --- --- ---
Total (i+ii+iii) 75,87,51,035 75,87,51,035

VIII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration Name of MD/ WTD/ Mukesh D. Naik Managing Director Manager Dilip K. Pimple Whole-Time Director Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 30,00,000 15,40,000/- 45,40,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others, specify - - -
5 Others, please specify - - -
Total (A) 30,00,000 15,40,000/- 45,40,000
Ceiling as per the Act

B. REMUNERATION TO OTHER DIRECTORS:

Particulars of Remuneration

Independent Directors

Total Amount
Name of Directors Mr. Nitin M. Desai Mr. Vinod L. Parab Mr. Prameshkum ar B. Mehta *Mrs. Leena Parashar Chitalia
Fee for attending board / committee meetings 5000.00 2500.00 Nil 2500.00 10000.00
Commission - - - Nil -
Others, specify please - - - Nil -
Total(1) 5000.00 2500.00 Nil 2500.00 10000.00

*Mrs. Leena Parashar Chitalia has been appointed as an additional director w.e.f. July 19, 2019 Other Non-Executive Directors

Name of Director Ms. Nidhi Naik**
Fee for attending board / committee meetings Nil
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration Nil
Overall Ceiling as per the Act

** Ms. Nidhi Naik has resigned from the post of Executive Director w.e.f. 24th July, 2019. C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO * Total
1 Gross salary 18,00,000 3,90,000 Nil 21,90,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
- others, specify - - - -
5 Others, please Specify
Total 18,00,000 3,90,000 21,90,000

* Mr. Chirag R. Mehta has resigned from the post of Chief Financial Officer w.e.f. 27th May, 2019. IX. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD /NCLT/ COURT] Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty NIL
Punishment
Compounding

For and on behalf of the Board of Directors of Nutraplus India Ltd. Sd/-

Mukesh Naik

Chairman & Managing Director DIN: 00412896

Place: Mumbai

Date: November 16, 2020