fulford india ltd Management discussions


1. India Healthcare Environment: Current Status and Recent Developments

The healthcare sector has emerged as one of the largest service sectors and is expected to reach about

Rs. 15,400 billion in 2020 from Rs. 2,200 billion in 2010, at a 20% CAGR. Total Indian health spending is conventionally estimated at a little over 4% of GDP which is largely self-funded. India currently spends only 1.2% of its GDP which is expected to reach around 3% of GDP by 2025 on publicly funded health care. Private sector’s share in healthcare delivery is expected to increase from 66% in 2005 to 83% by 2018. The average investment size by private equity funds in healthcare has increased to Rs. 1.1 – 1.7 billion which was around Rs. 0.2 – 0.8 billion.

Key factors influencing growth in the healthcare sector are:

a) Growth in population: India’s population is currently just over 1.2 billion with the growth rate of 1.58%. India is predicted to have more than 1.53 billion people by the end of 2030.

b) Growing middle class with higher purchasing power: India has huge middle class population, which has grown rapidly from 25 million people in 1996 to 163 million people in 2013. If the economy continues to grow fast and literacy rates keep rising, around a third of the population (34%) is expected to join the middle class in near future. Middle class population is rapidly acquiring the purchasing power necessary to afford quality medicine due to an increase in disposable income. The Indian population spent 7% of its disposable income on healthcare in 2005, this number is expected to nearly double, to 13%, by 2025.

c) Increasing incidence of both acute and chronic diseases: Non-communicable diseases (such as cardio vascular disease, chronic obstructive pulmonary diseases, cancer, diabetes) account for nearly half of all deaths in India. More than 20% of Indian population has at least one chronic disease and more than 10% have more than one chronic disease. Early detection and effective control of these non-communicable diseases are among policy goals of the 12th Five Year Plan.

d) Rise in insurance: Health insurance coverage will augment affordability. By 2020, nearly 650 million will enjoy health insurance coverage. Private insurance coverage will grow by nearly 15 per cent annually till 2020. The largest impact will be seen through government sponsored programs that are largely focused on the ‘below poverty line’ segment, and are expected to provide coverage to nearly 380 million by 2020.

e) Government Schemes: India’s universal health plan that aims to offer guaranteed benefits will cost an estimated Rs. 1.6 trillion over the next four years. Some of the major initiatives taken

a. India and Sweden celebrated five years of memorandum. The cooperation in healthcare between India and Sweden will help in filling gaps in research and innovative technology to aid provisioning of quality healthcare.

b. Under the National Health Assurance Mission, Prime Minister Mr. Narendra Modi’s government would provide all citizens with free drugs and diagnostic treatment, as well as insurance cover to treat serious ailments.

c. The change in the government’s role from provider to payer has expanded the financial risk protection coverage to the marginalized.

d. Private sector partnership through health PPPs are gradually gaining acceptance, thereby improving access to care.

e. The significant demand supply mismatch has led to healthcare emerge as an attractive sector for PE investments.

2. Indian Pharmaceutical Market: Key Trends

The Indian Pharmaceutical Market (IPM) is third largest in terms of volume and thirteen largest in terms of value. The IPM is witnessing dynamic changing trends such as large acquisitions by Indian companies, increasing investment by domestic and international players, deeper penetration in rural markets, growth and availability of healthcare & incentives for setting up special economic zones (SEZ’s). These trends combined with increasing purchasing power and access to good quality medical care will continue to propel the market to new heights. Indias pharmaceutical market is expected to touch Rs. 1925 billion in sales by 2020 from current Rs. 903 billion in 2015. IPM posted CAGR growth of 11% during the period 2012-15. Multiple factors like high growth in anti-infectives, respiratory, cardiovascular and pain market has resulted in recovery of IPM growth. Indian companies continue to capture the larger share of IPM at 77%. With three MNCs represented in the top 10 companies, the share of MNCs constituted 23% of IPM. Acute therapies continue to dominate the market accounting for 70%. Acute and chronic therapies registered 12% & 13% growth respectively.

The Indian Pharmaceutical market is expected to grow due to a variety of drivers, which include:

• Indian economy is growing strongly; and will provide a conducive macro-environment for the industry to grow in.

• The government is increasing spend on healthcare; and the Indian population is spending an increased amount of money on healthcare as a percentage of disposable income.

• The disease profile is changing with an increase in growth of chronic disease.

• Improvements in healthcare financing due to insurance penetration and rising disposable income levels will also contribute to driving growth in the market.

• Improved healthcare infrastructure will allow for better healthcare delivery.

3. Opportunities and Challenges 3.1 Opportunities

Currently, around 67% of India’s population, or 742 million people live in rural areas, but rural markets contribute to only 17% of the overall market sales. This represents a huge opportunity for pharmaceutical companies, as these markets are future growth drivers for the industry. Growing R&D investments along with IT related initiatives stand to transform the India pharma market by increasingly providing credible, affordable and quality healthcare solutions to the Indian consumers.

With an estimated CAGR of 11-12% for next five year timeframe, outlook for the Indian Pharmaceutical Market remains largely positive. The main drivers continue to be increase in disposable income for the middle class; increase in prevalence of chronic diseases; increase in healthcare related insurance penetration; development of healthcare infrastructure in metros and smaller towns; and increase in healthcare spend by the Government.

The Governments intent, increased health insurance coverage, improved healthcare delivery and diagnostic services can help redefine the contributions of pharmaceutical sector for a healthier India.

Tier 1 cities will continue to contribute to market growth of the pharmaceutical sector. The increase in per capita income of Tier 2 and rural markets will provide companies with the opportunity to extend geographical coverage and develop innovative business models.

Patient-centric models such as Integrated Disease Management Programs, disease awareness through the use of technology (telecom, internet) and potentially e-commerce will enable pharmaceutical companies to capture opportunities in the Indian Pharmaceutical Market.

3.2 Challenges, risk & concern

Lack of skilled healthcare providers and issues of availability and access to healthcare in the lower town classes and rural areas continue to remain as challenges for the industry. As per WHO estimates, India has just six doctors per 10,000 people. India lags in broader measures too, most notably in health insurance – less than 20% of Indians are covered under insurance.

The market is witnessing a margin pressure in most of the product categories due to two main reasons: the new 643 essential medicine coming under price control and the stiff competition from domestic players. In addition to price control of essential medicines, uncertainties and complexities in the regulatory and Intellectual Property environment continue to pose significant challenges to research driven global pharmaceutical companies operating in the country. Due to lack of full clarity on the regulatory environment and long approval lead time, launch of new innovative products is expected to be delayed in the country. However, recently, there have been drugs approved by the regulators without clinical trials for indications where there are limited patients and in cases of large unmet needs. Further, Intellectual Property environment for patented products has been witnessing a number of challenges around patent revoking, patent infringements and compulsory licensing. It is important to provide a robust environment where research and innovation is recognised and rewarded.

Counterfeiting is another serious concern of the Pharmaceutical Industry and the public at large. The Company has initiated various measures to combat counterfeiting. These include: training of distributors and pharmacists, use of innovative packaging, scrambled images, printing and holographic foils on blisters, in shrink sleeves and on primary cartons.

Foreign exchange rate fluctuations have adversely impacted the profitability of your Company in 2014-15. Your Company has taken steps to mitigate the foreign exchange risk.

Your Company has a global-standard risk management program in place that meets its specific needs of identification, assessment and monitoring of risks at different levels and ensures mitigation of the same in an appropriate manner.

4. Business Performance

The Company has only one reportable business segment which is "Pharmaceuticals".

Your Company operates in the following therapeutic areas: Dermatology, Hepatitis, Oncology and Anti-Infectives. The Company’s product portfolio is balanced and provides therapies for both acute and chronic health conditions. Company introduced a new brand ELOSALIC in the dermatology portfolio. In Dermatology, key brands such as Quadriderm, Dipsalic and Elocon continued to be in leadership positions (amongst Top 5 brands) in their respective market segments. As per IMS (MAT 2015 March) data, Quadriderm, Dipsalic and Elocon are ranked No. 2, No. 2 and No. 3 brands respectively in their competing therapy areas.

In Specialty Care (Hepatitis and Oncology), your Companys key brand under Oncology Temodal continue to maintain market leadership in its segments, however in Hepatitis, ViraferonPeg has faced change in standard of care under HCV treatment and stiff generic competition in the therapy. On account of effective implementation of ‘Project Sambhav’ in Punjab, Viraferon Peg was ranked the No. 1 pharmaceutical brand in the state for 2014. However changing trend in Hepatitis treatment regimen will have a negative impact on your companies hepatitis business.

5. Internal Control System and its Adequacy

Compliance with integrity is a core value of your Company. Your Company has been following a comprehensive internal control system and has well defined Standard Operating Procedures and Policies for identifying and mitigating the risk across various divisions within the Company. Company’s funds/expenses are effectively regulated by appropriate Grants of Authority Policy. The Grant of Authority based execution management ensures compliance with the aforesaid procedures and policies on an ongoing basis in the operations of your Company.

Your Company has designed such internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of the financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in India.

An external agency conducts the Internal Audit Program for the Company, covering all key areas on periodic basis in order to assess and ensure conformity to applicable laws, Accounting Standards, Companies Policies and protection of the Company’s assets and interest. This audit is supplemented by an internal global audit which is conducted twice a year as part of the internal compliance program. There were no deficiencies in the design or operation of internal controls, that could adversely affect the Company’s ability to record, process, summarize and report financial data, and there have been no material weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies. There were no significant changes in internal controls during the year. Further the Audit Committee appointed by Board of Directors of your Company, reviews the findings and recommendations of internal auditors as well as the auditors appointed by the Members. It also reviews the action plan to identify and address areas of improvement, thereby focusing on strengthening the system.

6. Material Development in Human Resources/Industrial Relations

One of the Companys strategic priorities is to deliver a strong culture with engaged and empowered employees by developing diverse talent and fostering innovative thinking.

We continued to strengthen our efforts towards development & well-being of our employees. A number of customized interventions were designed to cater to development needs across various levels. Employees have undergone the following training programs:

Connect to Learn: Web based training to enhance the capability of frontline sales team. It helps us in developing our employees and making them more effective in doctor’s clinics. Based on needs of certain teams, we have taken Business Unit specific modules also like Excel training for Oncology team, Session on "Power of saving lives" for Virology team, etc.

Learn to WIN: Developing First Line Managers to take up the next level roles. Focus is not only in developing our Business Managers but it also improves the retention rate.

Spandan: A regular connect program by HR to reach out to newly joined employees so as to ensure that they are assimilating well into the culture of your Company.

LEAD (Learning Enabler Accelerate Development) program – A full year future leaders development plan for key talent to groom them into leaders by focusing on specific skills.

EMFL (Emerging Markets Futures Leaders) program – A program for select senior leaders from emerging markets to help them train for next leadership level roles. The program is conducted in association with Harvard University.

HR for Non HR: Training for managers to enhance their people management skills. It also helps them in becoming more effective in managing Industrial Relations.

Top performers were recognized through Reward & Recognition program for the third consecutive year. The top performers from Sales division have also been recognized and provided with a sponsored "Mini MBA" program from IIM Lucknow. For some of the exemplary performance in support function, employees were also felicitated in Town hall meetings with both cash and non-cash rewards. Starting from the year 2012, your Company has rolled out Summer Internship Program. Through this program, your Company has further strengthened relations with various management institutes and universities. The program continued for second year, wherein we had management students who worked on live industry projects during their summer internship.

Employee engagement was also ensured via periodic communications and connect with employees. Apart from the Company town hall meetings, connect was established with employees on periodic basis through tele-calls and personal meetings. The focus of these sessions was to keep all colleagues informed about key developments and strategy, and enhance their participation in driving growth of the organisation. Employee voice survey is conducted at regular intervals to collect feedback for the betterment of the organization.

The total number of employees as on March 31, 2015 was 321.

7. Financial Condition

Sources of Funds:

a. Share Capital

At present, we have only one class of shares – equity shares at par value of Rs. 10/- each. Our authorized share capital is Rs. 50 million, divided into 5 million equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital stood at Rs. 39 million as at March 31, 2015. b. Reserves & Surplus Capital Reserve: The capital reserves as at March 31, 2015 is Rs. 0.05 million same as the previous year.

Securities Premium Reserve:

• The balance as at March 31, 2015 is Rs. 395 million, same as the previous year. General Reserve:

• No transfer of general reserve during the year. The balance as at March, 2015 amounted to Rs. 684 million (previous year Rs. 684 million).

Surplus

• The balance retained in the Surplus as at March 31, 2015 amounts to Rs. 380 million after providing the final dividend for the year of Rs. 5.85 million and dividend tax of Rs. 1.17 million.

Shareholder’s Fund

• The total shareholder’s funds increased to Rs. 1,498 million as at March 31, 2015 from Rs. 1,482 million as at March 31, 2014.

Application of Funds:

a. Fixed Assets Additions to Gross Block

During the year, we capitalized Rs. 0.3 million to our gross block comprising investment in office equipment.

Deductions to Gross Block

During the year, we deducted Rs. 3.4 million from the gross block on disposal of various assets. b. Deferred Tax Assets

The deferred tax assets as at March 31, 2015 amount to Rs. 61.9 million as against Rs. 46.7 million during the previous year.

Deferred tax assets primarily comprise deferred taxes on fixed assets, employees’ benefit accruals, trade receivables and other provisions which are not tax-deductible in the current year. c. Trade Receivables Your Company sells in cash to the trade customers. Credit is extended to the institutional customers. Trade receivables amounted to Rs. 202.1 million (net of provision for doubtful debts amounting to Rs. 7.5 million) as at March 31, 2015 compared to Rs. 31.8 million (net of provision for doubtful debts amounting to Rs. 8.7 million) as at March 31, 2014. The Days Sales Outstanding was 34 days in the current year. d. Cash and Cash Equivalents Our treasury policy calls for investing cash surplus in deposits with highly rated scheduled banks and financial institutions.

e. Loans and Advances and Other Non-Current Assets

Long Term Loans and Advances and Other Non-Current Assets in Rs. Million

Particulars 2014-15 2013-14
Security Deposits 57.0 53.9
Other Deposits 11.4 12.0
Advance recoverable in cash 1.8 1.8
Current Taxation (Net of Provision) 267.0 205.3
Margin Money & Accrued Interest 10.5 8.9
Total 347.7 281.9

Security deposits amount to deposits with the government institutions towards earnest money deposit, deposit with sales tax authorities and rental deposits.

Short Term Loans and Advances in Rs. Million

Particulars 2014-15 2013-14
Advance recoverable in cash 50.8 19.7
MAT Credit Entitlement 6.1
Security Deposits 3.7 1.4
Total 54.5 27.2

Advance recoverable represents advances to vendors, prepaid expenses and advances to employees. f. Liabilities Current Liabilities and Trade Payables in Rs. Million

Particulars 2014-15 2013-14
Trade Payables 221.7 465.2
Statutory Dues 29.2 16.9
Employee Benefits Payable 23.7 27.0
Advance from Customers 30.8 4.4
Unpaid Dividends 0.6 0.7
Total 306.0 514.2

Employee benefits payable includes accrual for leave, gratuity and provision for incentives payable to employees. Unpaid dividend represents dividends paid, but not en-cashed by the shareholders, and are represented by a bank balance of an equivalent amount. There are no amounts due for payment to the Investor Education and Protection Funds under Section 124 and 125 of the Act as at March 31, 2015. g. Provisions Short Term Provision in Rs. Million

Particulars 2014-15 2013-14
Provision for Employee Benefits 16.8 6.1
Proposed Dividend 5.8 7.8
Tax on Proposed Dividend 1.2 1.3
Provision of Non-Sellable Returns 29.5 15.2
Total 53.3 30.4

Proposed dividend represents the final dividend recommended. On approval by our Members, this will be paid after the Annual General Meeting. Employee benefits represent the provision for unavailed leaves valued on an actuarial basis.

8. Operational Performance

Your Company recorded sales of Rs. 2,171 million and grew by 1% (Annualized Growth) during the year ended March 31, 2015 compared to the comparable period of twelve months of the previous year. The growth for the year was 1%, excluding the impact of relinquishment of rights of Alaspan, Tinaderm and Polaramine. During the year ended March 31, 2015 growth has been achieved in key brands viz., Quadriderm, Elocon, Noxafil and Dipsalic.

Your Company has initiated several actions to accelerate growth, the result of these new initiatives should be visible in years to come. Your Company has identified geographical expansion, improving market access and accelerated public market initiatives as key business drivers.

Your Company is also planning to launch new products and some brands for life cycle management of existing products. Your Company’s focus is also on robust expense management and improving cost efficiencies.

Your Company has earned a profit of Rs. 23.1 million during the year ended March 31, 2015 as compared to Rs. 44.7 million during the fifteen month period. The profits were impacted due to relinquishment of exclusive marketing rights for Alaspan, Tinaderm & Polaramine and reduction in Viraferon price due to extreme market competition.

9. Value Added by the Company

Contribution to the Government as Taxes & Other Levies

During the fifteen month period ended March 31, 2015 the Company has contributed Rs. 330 million to the government by way of taxes and other levies as under: in Rs. Million

Particulars 2014-15
Income Tax 95.6
Other Taxes and levies 232.8
Tax on Dividend 1.3
Total 329.7

Distribution to Shareholders as Divided

The Company has proposed a final dividend of Rs. 5.9 million for the year. Payments to Employees as Remuneration

The total remuneration paid to the employees including benefits during the fifteen month period amounts to Rs. 433 Million.

Retention by the Company

The Company has retained Rs. 16.1 Million from the profit of the current year.

10. Outlook

The Management is cautiously optimistic about 2015-2016 and is taking various steps to improve operational performance of the Company. The Company shall focus on driving growth of existing products, launching new products and line extensions, strong expense management and prioritizing its investment for better operational performance in 2015-2016. Barring unforeseen developments, the Management is hopeful of demonstrating improvement in performance of your Company.

Several of the new initiatives such as geographic expansion, investments for new product launches, promotional expenses for existing key products necessitating incremental investments and outlays referred to above are designed to make your Company fit for growth, in the medium and long term.

11. Delisting of equity shares of the Company from BSE Limited:

On April 25, 2014, the Board of Directors of Fulford (India) Limited ("Target Company") received a letter from Dashtag, the promoter of the Target Company ("Acquirer") notifying the Acquirer’s intention to make a voluntary delisting offer ("Delisting Offer") to the public shareholders of the Target Company in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") to acquire 976,763 equity shares, representing 25.05% of the paid up equity share capital of the Target Company held by the public shareholders of the Target Company ("Public Shareholders") and consequently delist the equity shares of the Target Company from BSE Limited.

The Board of Directors of the Target Company approved the Delisting Offer on April 26, 2014. It was also decided to seek the approval of the members of the Target Company for Delisting Offer through Postal Ballot in terms of Delisting Regulations. The said Postal Ballot Resolution was passed during previous year pursuant to Section 110 of the Companies Act, 2013, and all other applicable provisions, if any, read with applicable rules framed under the Companies Act, 2013 relating to passing of resolution by postal ballot and Regulation 8(1)(b) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 or any other applicable regulation of Delisting Regulations, as amended from time to time. The said Special Resolution was approved by the members on June 20, 2014. Subsequent to that all the regulatory approval were obtained during previous financial year in this regard.

12. Acknowledgement

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels and for their dedication and commitment to the Company throughout the year. The Directors would also like to record their thanks to Merck & Co., Inc., Kenilworth, N.J., U.S.A., the Company’s shareholders, bankers, medical professionals, hospitals, vendors, distributors, pharmacists and all customers for their valuable support and co-operation.

For and on behalf of the Board of Directors

Ajit Dangi

Chairman

DIN: 02270088 Mumbai, May 25, 2015

References

1. World Bank 2014 data

2. Planning Commission Review of the Steering Committee on Health for the 12th Five Year Plan

3. IBEF update on Indian Healthcare sector (March 2014) – www.Ibef.org

4. PwC CII Pharma Summit Report 2014

5. Deloitte Report – Healthcare Outlook India 2015

6. IMS