Dear Owners,
Your Directors hereby present their 27th Annual Report on the Standalone and
Consolidated Audited Statement of Accounts of theSharon Bio-Medicine Limited
["Company"] forthe nine months period ended March 31,2016.
FINANCIAL RESULTS
The Company has changed its financial period from existing July - June to April -
March pursuant to provisions of Section 2(41) of the Companies Act, 2014. Hence, the
current financial period of the Company consists of period of nine months starting from
1stJuly 2015 and ending on 31st March 2016.
The summarized financial performance of the Company for the nine months period ended
2015-16 and FY 2014-15 is given below:
(Rs. in Lacs)
| Particulars |
Standalone |
Consolidated |
|
2015-2016 |
2014-2015 |
2015-2016 |
2014-2015 |
|
(9 months) |
|
(9 months) |
|
| Gross Income |
25,540.41 |
83,658.66 |
25,540.41 |
84,109.69 |
| Profit (Loss) Before Interest, Depreciation |
(13,189.00) |
(3,175.13) |
(13,189.70) |
(3,179.72) |
| Finance Charges |
7,098.15 |
9,364.48 |
7,098.15 |
9,364.53 |
| Provision for Depreciation |
1,501.46 |
1,916.65 |
1,501.46 |
1,916.65 |
| Net Profit Before Tax |
(28,923.82) |
(22,120.05) |
(29,030.03) |
(22,923.85) |
| Provision for Tax |
996.57 |
466.36 |
996.57 |
466.36 |
| Net Profit After Tax |
(29,920.39) |
(22,586.41) |
(30,026.60) |
(23,390.21) |
REVIEW OF OPERATIONS
During the period under review, the Company has posted total Income of Rs. 25,540.41
Lacs (9 Months)as against Rs.84,109.69 Lacs(12 Months) forthe previous year..
Net Loss after Tax for the period under review was Rs. (30,026.60) Lacs as against Net
Profit Loss after Tax of Rs. (23,920.21) Lacs in the previous year.
STATE OFAFFAIRSAND FUTURE OUTLOOK
As we have been communicating during the quarterly results updates, the Companys
profitability has been impacted substantially due to outbreak of fire in the plant in 2014
which had its impact on meeting the demands of the market, hence we had to out source the
manufacturing of products. During the process, quality of products got hampered and this
led to rejection of goods from customers subsequently trailed by cancellation of our order
books. Relationship with many of our customers were stressed due to quality issues and
inability to execute orders on time. This had adversely affected ourtop line and operating
margin resulting into heavy losses.
The Indian pharmaceuticals market is the third largest in terms of volume and
thirteenth largest in terms of value. The country accounts for the second largest number
of Abbreviated New Drug Applications (ANDAs) and is the worlds leader in Drug Master
Files (DMFs) applications with the US, as per a pharmaceuticals sector analysis report by
equity master. The domestic formulations market, valued at approximately 88,000 crore has
grown steadily at a CAGR of 10% overthe past five years.
We have already received approval from the US FDA for our Formulation Unit based on the
ANDA filing of "Memantine". Company is focusing to introduce more profitable
products in the regulated markets specifically US market. This will help company to
achieve better growth with improved margins.
CONSOLIDATED FINANCIAL STATEMENTS:
The company has one Wholly-Owned Subsidiaryin UAE in the name of "Yusur
International, FZE".
The audited consolidated accounts and cash flow statements, comprising of the company
and all its subsidiary companies appear in this annual report together with the auditors
report on the consolidated accounts. The consolidated accounts have been prepared in
accordance with the accounting standard prescribed by the Institute of Chartered
Accountant of India.
As per clause 32 of the Listing Agreement / Regulation 34 of SEBI (LODR) Regulations,
2015, the consolidated financial statements of the company with its subsidiaries form part
of the annual report. The copies of the audited annual accounts of the companys
subsidiaries and other related documents can also be sought by any members of the Company
or its subsidiaries on making a written request to the Company in this regard. The annual
accounts of the subsidiary companies are also available for inspection by any member at
the companys and/or the concerned subsidiaries registered office.
SIGNIFICANT EVENTS DURING PERIOD ENDED 31st MARCH, 2016
ii) DEBTRESTRUCTURING:-
Companys Debt was restructured under the JLF Mechanism in 2014-15. Meetings and
discussions with banks took place during the period under review but no major changes were
occurred.
iii) FOREIGN CURRENCYCONVERTIBLE BONDS :-
The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of
US$ 1, 00,000 each aggregating to US$ 16.5 Million on 27, November 2007. These Bonds are
convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully
paid at the conversion price of Rs. 315/- per share initially but now conversion price has
been reset to Rs. 228.04/- per share, subject to the terms of issue, with a fixed exchange
rate of Rs. 39.15 equal to US$ 1.00 within 5 years and 7 days from the date of issue. The
bondholders have agreed to extend the bonds for the further period of 5 years. Bondholders
have agreed to extend the period between one year to five years and interest to be paid
between LIBOR + 3.50% - 5% per annum, as per the ECB guidelines. The bondholders have
given their consent as stated above and the company authorize dealer has submitted the
documents to Reserve Bank of India (RBI), accordingly. The Company is still in process of
issue of new Bonds of US$ 8.046 Million from 30, November 2013. However application for
this B series bonds have been filed to RBI. These Bonds are convertible Bonds at the
option of bond holders into equity share of Rs.2/- each fully paid at the conversion price
of Rs.28.85/- per share, subject to the term of issue within 3 years from the date of
issue.
iv) SHARECAPITAL:-
A. Convertible Warrants:
The Company has issued 1,61,11,000 convertible warrants of Rs. 2/- each @ premium of
Rs. 48/- per warrant during the financial year period ended 30.06.2015. Out of which
67,15,400 warrants were exchanged against 67,15,400 equity shares of Rs.2/- each @ premium
of Rs. 48/- per share on 30.03.2015. Further, 66,51,300 warrants were exchanged against
66,51,300 equity shares of Rs.2/- each @ of Rs.48/- per share on 10.06.2015. A total of
Rs.27,44,300warrants are still pending for conversion.
B. Employees Stock Option Plan:
During the period under review, your Company has not granted any further options to any
employees / Directors under Sharon ESOS2010, as per AnnexureI attached.
Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial period to which the financial
statement relates and the date of the report pursuant to Section 134(3)(l)
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report.
DIVIDENDAND RESERVES
In view of the loss incurred by the Company, your Board of Directors are constrained to
recommend any dividend for the period ended 31st March, 2016. Further, no dividend was
declared in the previous financial year also.
DIRECTORSAND KEY MANAGERIAL PERSONNEL
At the 26th Annual General Meeting held on 31st December, 2015, Mr. Lalit Misra was
re-appointed as the Director of the Company, liable to retire by rotation.
Also, Ms. Savita Gowda and Mr. Lalit Misra were re-appointed as the Managing Director
and Whole time Director of the Company at 26th Annual General Meetingheld on 31st
December, 2015.
Further, Mr. Mohan P. Kalaand Mr. Madhav Sapre resigned as Directors of the Company
w.e.f. 31st December, 2015.
In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles
of Association of the Company Ms. Savita Gowda (DIN: 00042957), Director of the Company,
retires by rotation and being eligible; offers herself for re-appointment at the
forthcoming 27th Annual General Meeting. The Board recommends the said reappointment
forshareholders approval.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
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 at the end of the financial year period
and of the profit and loss of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of
employees of the Company, is enclosed as Annexure II and forms part of this Report.
Further, as per the provisions specified in Chapter XIII of Companies (Appointment
& Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of
the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if
employed for whole of the period or Rs. 8,50,000/- per month if employed for part of the
period.
Further, the names of top ten employees in terms of remuneration drawn are disclosed in
Annexure III and forms part of this Report.
EXTRACTOFANNUALRETURN:
The details forming part of the Extract of the Annual Return in Form MGT-9, as required
under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and
forms part of this Report.
NUMBER OF BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the Directors. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the Listing Agreement.
During the period 8(Eight) Board Meetings were held during the period ended March,
2016, the dates which are08th August, 2015, 29th August, 2015,10th November, 2015, 5th
January, 2016,12th January, 2016,12th February, 2016, 29th February, 2016 and 1st March
2016.
| Name of Director |
No. of Board Meetings Attended |
| Ms.Savita Gowda |
8 |
| Mr.Lalit Misra |
8 |
| *Mr.Mohan P. Kala |
3 |
| *Mr.Madhav Sapre |
3 |
| Ms. Nivedita Patil |
8 |
| Mr. Harish Palecanda |
8 |
*Resigned w.e.f. 31/12/2015
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the working
of its Committees. The Directors expressed satisfaction with the evaluation process.
INDEPENDENT DIRECTORS
The Independent Director(s) have submitted their disclosure to the Board that they
fulfill all the requirements as to qualify for their appointment as Independent Director,
under the provisions of section 149 of the Companies Act, 2013 as well as Regulation 17 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES
The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act,
2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company
is enclosed as Annexure V to this Report.
STATUTORY AUDITORS AND AUDITORS REPORT
At the 25th Annual General Meeting held on 17th December, 2014, M/s. Shyam C. Agrawal
& Co., Chartered Accountants were appointed as Statutory Auditors of the Company to
hold office till the conclusion of the third consecutive Annual General Meeting to be held
in theyearperiod 2017. In the terms of the first provisiono to Section 139 of the
Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s. Shyam C. Agrawal &
Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for
ratification of the Shareholders. In this regard, the Company has received a Certificate
from the Auditors to the effect that if they are reappointed, it would be in accordance
with the provisions of Section 141 of the Companies Act, 2013.
Auditors Report:
The Board has duly reviewed the statutory Auditors Report on the Accounts. The
observations and comments appearing in the Auditors Report are self-explanatory and do
not call for any further explanations/comments/ clarification by the Board.
Cost Auditors:
The cost audit records maintained by the Company are required to be audited pursuant to
the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit)
Amendment Rules, 2014. On the recommendation of the Audit Committee, M/s. Kasina &
Associates, Practicing Cost Accountant, was appointed to conduct cost audit forthe year
period ended March 31,2016.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, Neha Gupta, Practicing
Company Secretaries, have issued the Secretarial Audit Report and the same is enclosed as
Annexure VI to this report.
Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013: The pending eforms
as well as the composition of NRCshall be complied with in the current fiscal.
INTERNAL AUDIT & CONTROLS
The Company has in place adequate internal financial controls with reference to the
financial statement. The Audit Committee of the Board periodically reviews the internal
control systems with the management, Internal Auditors and Statutory Auditors. Significant
internal audit findings are discussed and follow-ups are taken thereon.
The Company appointed M/s. Kala Deepak & Co., Chartered Accountants as Internal
Auditors to conduct internal audit of the operations of the Company.
COMPOSITIONOFAUDITCOMMITTEE
Your Company has formed an Audit Committee as per the Companies Act, 2013 and the
listing agreement/ SEBI (LODR) Regulations, 2015. All members of the Audit Committee
possess strong knowledge of accounting and financial management.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE
Your Company has formed a Nomination & Remuneration Committee to lay down norms for
determination of remuneration of the executive as well as non-executive directors and
executives at all levels of the Company. The Nomination & Remuneration committee has
been assigned to approve and settle the remuneration package with optimum blending of
monetaryand non-monetary outlay.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors. This policy also lays down criteria for selection and
appointment of Board Members. The Board of Directors is authorized to decide Remuneration
to Executive Directors. The Remuneration structure comprises of Salary and Perquisites.
Salary is paid to Executive Directors within the Salary grade approved by the Members
| Sr. No. |
Name of Director |
Designation |
Remuneration for nine months ended 31.03.2016 (In Rs.) |
| 1. |
Ms. Savita Gowda |
Managing Director |
2,475,000/- |
| 2. |
Mr. Lalit Misra |
Executive Director |
2,475,000/- |
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
and the employees of the Company are made aware of the said policy at the time of joining
the Company.
RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the risk assessment
and minimization procedures. These procedures are reviewed by the Board annually to ensure
that there is timely identification and assessment of risks, measures to mitigate them,
and mechanisms for their proper and timely monitoring and reporting.
The Company does not fall under the ambit of top 100 listed entities, determined on the
basis of market capitalization as at the end of the immediately preceding financial year.
Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable.
DEPOSITS
During the period, your Company has not accepted any deposits under Section 76 of the
Act (herein after referred to as the "Act") and as such, no amount on account of
principal or interest on public deposits was outstanding as of March 31,2016.
LOANS & GUARANTEES
During the period under review, the Company has not provided any loan, guarantee, and
security or made any investment covered under the provisions of Section 186 of the
Companies Act, 2013 to any person or other body corporate.
INSURANCE
The properties/assets of the Company are adequately insured.
RELATED PARTY TRANSACTIONS
As no related party transaction was entered into by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons pursuant the provisions of
Section 188(1) of the Companies Act, 2013 during the period under review, the particulars
as required in form AOC-2 have not been furnished.
MANAGEMENT DISCUSSION ANDANALYSIS
In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), Management Discussion and Analysis forms part of this Annual
Report.
CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations,
a Report on Corporate Governance forms part of this Annual Report. The Auditors
certificate certifying compliance with the conditions of corporate governance as
prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate
Governance Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(a) Conservation of Energy:
(i) the steps taken or impact on conservation of energy:
Even though its operations are not energy-intensive, significant measures are taken to
reduce energy consumption by using energy-efficient equipment. The Company regularly
reviews power consumption patterns across all locations and implement requisite
improvements/changes in the process in order to optimize energy/ power consumption and
thereby achieve cost savings. Energy costs comprise a very small part of the Companys
total cost of operations. However, as a part of the Companys conservation of energy
programme, the management has appealed to all the employees/workers to conserve energy.
(ii) the steps taken by the company for utilisingalternate sources ofenergy;
The Company has not utilised any alternate sources of energy during the period under
review.
(iii) the capital investment on energy conservation equipments.
There was no capital investment of any energy conservation during the period under
review.
(b) Absorption of Technology:
I. The efforts made towards technology absorption:
The Company values innovation and applies it to every facet of its business. This
drives development of distinctive new products, ever improving quality standards and more
efficient processes.
The Company has augmented its revenues and per unit price realization by deploying
innovative marketing strategies and offering exciting new products.
II. Benefits derived as a result of the above efforts:
As a result of the above, the following benefits have been achieved:
a) Better efficiency in operations,
b) Reduced dependence on external sources for technology for developing new products
and upgrading existingproducts,
c) Expansion of product range and cost reduction,
d) Greater precision,
e) Retention of existing customers and expansion of customer base,
f) Lower inventory stocks resulting inlow carrying costs.
III. The Company has not imported any technology during the yearperiod under review;
IV. The Company has not expended any expenditure towards Research and Development
during the yearperiod under review.
| (c) Foreign Exchange Earnings and Outgo: |
|
(Rs. in Lacs) |
| Particulars |
2015-2016 |
2014-2015 |
| A. CIF value of Goods Imported |
717.80 |
843.61 |
| B. Value of Goods Exported (FOB and service charges) |
7950.04 |
9802.56 |
| C. Marketing, Reimbursement, Traveling & Other Expenses |
224.77 |
344.39 |
TRANSFER OF AMOUNTSTO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
| Unclaimed/ Unpaid dividend |
Amount (in Rs.) |
| F.Y.2008-09 |
83,990/- |
| F.Y.2009-10 |
72,923/- |
| F.Y.2010-11 |
67,947/- |
| F.Y.2011-12 |
72,779/- |
| F.Y.2012-13 |
57,968/- |
Members are requested to note that after completion of seven years, no claims shall lie
against the said fund or companyforthe amounts of dividend so transferred, nor shall any
payment be made in respect of such claims.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014; however the Board has
constituted Corporate Social Responsibility Committee and the details of which are
disclosed in the Corporate Governance Report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the yearperiod Company
has not received any complaint of harassment.
LISTING WITH STOCK EXCHANGE:
The Company confirms that ithas paid the Annual Listing Fees for theyearperiod
2016-2017 to BSE and NSE where the Companys Shares are listed.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internallythrough job rotation
andjob enlargement.
DETAILS OF ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURTS OR
TRIBUNALS THAT MAY IMPACT THE GOING CONCERN STATUSANDTHE OPERATIONS OF THE COMPANY
IN FUTURE
There are no significant and material orders passed by the Regulators / Courts /
Tribunals which would impact the going concern status of the Company and its future
operations.
ACKNOWLEDGEMENTS
The Directors would like to thank all shareholders, customers, bankers, financial
institutions, medical professionals, business associates, suppliers, distributors and
everybody else with whose help, cooperation and hard work the Company is able to achieve
the results. The Directors would also like to place on record their appreciation of the
dedicated efforts put in by the employees of the Company.
|
For and on Behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
Savita Satish Gowda |
Lalit Misra |
| Place: Navi Mumbai |
Managing Director |
Excecutive Director |
| Date: 11.08.2016 |
DIN No: 00042957 |
DIN No: 00033689 |
Annexure-I to the Directors report:
Employee Stock Options Scheme 2010
| Particulars |
Grant I |
Grant II |
Grant III |
Total |
| a) Options granted (Grant 1 was in the year 2009-10, Grant 2 & 3 in year 2010-11
and Nil in current year) |
231103 |
39600 |
109250 |
379953 |
| b) Pricing Formula |
Upto 40% discount to market price |
|
| c) Options vested (upto 31st March 2016) |
231103 |
39600 |
109250 |
379953 |
| d) Options exercised |
Nil |
Nil |
Nil |
Nil |
| e) Total number of shares arising as a result of exercise of options |
Nil |
Nil |
Nil |
Nil |
| f) Options lapsed (upto 31st March 2016) |
213884 |
33440 |
91100 |
338424 |
| g) Variation of terms options during period ended 31st March, 2016 |
Nil |
Nil |
Nil |
|
| h) Money realized by exercise of options |
Nil |
Nil |
Nil |
|
| I) Total number of options in force (as at 31st March 2016) |
17219 |
6160 |
18150 |
41529 |
| j) Employee wise details of options granted during 2015-16 |
|
|
|
|
| 1 Senior Management personnel |
Nil |
Nil |
Nil |
Nil |
| 2 Employees to whom more than 5% options granted during the year |
Nil |
Nil |
Nil |
Nil |
| 3 Employees to whom options more than 1% of issued capital granted during year |
Nil |
Nil |
Nil |
Nil |
| k) Diluted EPS, pursuant to issuance of shares on exercise of options* |
|
|
|
|
| l) 1 Method of calculation of employee compensation cost |
Calculation is based on intrinsic value method. Intrinsic value is Nil.
All Options granted at market price |
| 2 Difference between the above and employee compensation cost that shall have been
recognized if it had used the fair value of the options |
Employee compensation cost would have been higher by Rs.1,71,206/- had the
Company used fair value method for accounting the options issued under ESOS |
| 3 Impact of this difference on Profits and on EPS of the Company |
Profits would have been lower by Rs 1,71,206/- and EPS would have been
lower by Rs.0.01, had the Company used fair value method of accounting the options issued
under ESOS |
| m) 1 Weighted average exercise price |
Rs. 82.65 |
Rs. 171 |
Rs. 171 |
|
| 2 Weighted average fair value of options based on Black Scholes methodology |
Rs. 53.67 |
Rs. 80.19 |
Rs. 78.33 |
|
| n) Sigificant assumptions used to estimate fair value of options including weighted
average |
|
|
|
|
| 1 Risk free interest rate |
7% |
8% |
8% |
|
| 2 Expected life |
Average life taken as 1 year from date of grant |
|
| 3 Expected volatility |
75% |
41% |
41% |
|
| 4 Expected dividends |
Not separately included, factored in volatility worki |
ng |
| 5 Closing market price of share on a date prior to date of grant |
Rs 82.65 |
Rs. 171 |
Rs. 171 |
|
Note: The number of options and exercise price, fair price and closing prices at the
time of grant have been shown on the basis of face value of Rs.10 per share (pre-bonus and
sub-division). In actual number of options and exercise price will be modified due to the
corporate action of sub-division of face value and bonus shares.
* to be reworked based on exact PAT figure for Year 2015-16
Annexure -II
Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules,
2016
i. The Ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial period 2015-2016 and
ii. The percentage increase in remuneration of each Director, Managing Director, Chief
Financial Officer and Company Secretary of the Company in the financial period 2015-16
| Name & Designation |
*Remuneration of each Director & KMP for Financial Period 2015-16
(Rs.) |
% increase/ decrease in remuneration in the Financial Period 2015-16 |
Ratio of remuneration of each Directors to median remuneration of
employees |
| A. Directors |
|
|
|
| Ms. Nivedita Patil |
- |
- |
- |
| Mr. Harish Palecanda |
- |
- |
- |
| *Mr. Madhav Sapre |
- |
- |
- |
| *Mr. Mohan P. Kala |
- |
- |
- |
| B. Key Managerial Personnel |
|
|
|
| Ms. Savita Gowda |
2,475,000/- |
NIL |
17.35 times |
| Mr. Lalit Misra |
2,475,000/- |
NIL |
17.35 times |
| Mr. Viral Vora |
162,000/- |
NIL |
1.13 times |
*Resigned w.e.f. 31/12/2015
Note: Median remuneration of all the employees of the Company for the financial period
2015-16 is Rs.142,686/-.
iii. The percentage increase in the median remuneration of employees in the financial
period 2015-16.
| Name & Designation |
Financial Period 2015-16 (Rs.) |
Financial Period 2014-15 (Rs.) |
Increase (%) |
| Median remuneration of all employees |
142,686/- |
135,081 |
6 |
Note: The calculation of % increase in the median remuneration has been done based on
comparable employees for the same period.
iv. The number of permanent employees on the rolls of Company.
There were 525permanent employees on the rolls of Company as on March 31,2016.
v. Average percentile increase already made in the salaries of employees otherthan the
managerial personnel in the last financial period and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
Average percentile increase in the salaries of employee other than the MD in the
Financial Period 2015-16 was 10.12% and there is no increase in the salary of the MD.
The average increase of 10.12% in the salaries of employees was in line with the market
projection, the performance of the Company in the financial period 2015-16, the individual
performance of the employees, the criticality of the roles they play and skills set they
possess.
vi. Affirmation that the remuneration is as per the Remuneration Policy of the Company
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs,
Senior Management and other employees of the Company is as per the Remuneration Policy of
theCompany.
Annexure -III
Information required under Section 197 of the Companies Act, 2013 read with Rule
5(2)(a) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment
Rules, 2016
| Names of employees |
Designation/ Nature of Duties |
Remuneration Received (Rs.) (9 months) |
Qualification |
Experience |
Age |
Date of commencement of employment |
Last employment held |
% of share holding |
| Mrs. Savita Satish Gowda |
Managing Director |
2475000 |
B.Sc., MBA |
22 |
44 |
16.12.1994 |
Sharon BioMedicine Ltd. |
6.03 |
| Mr.Lalit Misra |
Executive Director |
2475000 |
BE (Chem), PG in Business Admin. |
17 |
37 |
06.08.1999 |
Sharon BioMedicine Ltd. |
2.72 |
| Mr.Kunal Shrivastava |
G M - Operations |
1927142 |
M.Pharm |
21 |
47 |
29.05.2015 |
Medley Pharma Ltd |
- |
| Mr. Sanjeev Suryavanshi |
President - SCM |
1641383 |
PG in Materials Management |
31 |
52 |
01.09.2010 |
UCB India. Pvt. Ltd. |
- |
| Dr. Prabhu Daivasigamani |
Test Facility Management |
1152191 |
Ph.D. |
18 |
41 |
13.09.2010 |
Sujan Life sciences Ltd. |
- |
| Mr.Dinesh Sharma |
G M - Finance & Accounts |
1101465 |
C.A. |
19 |
42 |
06.10.2007 |
Alkyl Amines chemicals Ltd. |
- |
| Mr.Ganesh Jadhav |
A G M- Engineering |
1033413 |
BE. Mechanical |
19 |
40 |
08.07.2014 |
Fab Tech Technology Int. Ltd. |
- |
| Mr.Ramdas Phapale |
G M- Regulatory & & Compliance |
990180 |
M.Sc. |
24 |
45 |
16.04.2012 |
Piramal Life- sciences Ltd. |
|
| Mr. K. Kasturi Raman |
Head -Quality Assurance |
920101 |
M.Sc. |
15 |
41 |
12.08.2013 |
RCC Laboratories P. Ltd. |
- |
| Mr. Parikshat Pallan |
A G M- Marketin |
825943 |
Dip in Comp. Apps. |
16 |
40 |
15.05.2006 |
Unimark Reme-. dies Ltd. |
- |
The above employees are related to the Directors of the Company. :
| Name of Employees |
Names of employees who are relatives of any Director |
| Ms. Savita Satish Gowda |
Mr. Lalit Misra |
| Mr. Lalit Misra |
Ms. Savita Satish Gowda |
|
For and on Behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
Savita Satish Gowda |
Lalit Misra |
| Place: Navi Mumbai |
Managing Director |
Excecutive Director |
| Date: 11.08.2016 |
DIN No: 00042957 |
DIN No: 00033689 |
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