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Fulford (India) Ltd. Directors Report
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Year End :2015-03 
Dear Members,

The Directors hereby present the Sixty-Seventh Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS                                     (Rs in Million)

                                               Unconsolidated
                                         April 1 2014    Janua 1 2013
                                         to Mar 31-15    to Mar 31-14

Sales (Net)                                  2,170.65        2,696.36

Other Income                                   142.28          125.45

Total Income                                 2,312.93        2,821.81

Profit before tax                               47.88           54.30

Less: Tax Expense (Current Tax, 
Deferred Tax & Fringe Benefit Tax)-net          12.91            9.96
Less/(Add): Tax adjustment for previous years 11.85 (0.32)

Profit after tax                                23.12           44.66

Balance in Profit & Loss Account               363.86          331.68

Amount available for appropriation             386.98          376.34
Out of which the following sums have been appropriated:

Proposed Dividend                                5.85            7.80

Corporate Tax on Dividend                        1.17            1.33

General Reserve                                     -            3.35

Balance carried to Balance Sheet               379.96          363.86

                                                 Consolidated 
                                         April 1 2014    Janua 1 2013
                                         to Mar 31-15    to Mar 31-14

Sales (Net)                                  2,170.65        2,696.36

Other Income                                   142.28          125.45

Total Income                                 2,312.93        2,821.81

Profit before tax                               47.86           54.28
Less: Tax Expense (Current Tax, Deferred Tax & 12.91 9.96 Fringe Benefit Tax)-net

Less/(Add): Tax adjustment for previous years 11.85 (0.32)

Profit after tax                                23.10           44.64

Balance in Profit & Loss Account               363.77          331.61

Amount available for appropriation             386.87          376.25
Out of which the following sums have been appropriated:

Proposed Dividend                                5.85            7.80 

Corporate Tax on Dividend                        1.17            1.33

General Reserve                                     -            3.35

Balance carried to Balance Sheet               379.85          363.77
Note: The figures for the previous period are for fifteen months and are not comparable with those of the current year.

dividend

The Directors recommend a dividend of Rs. 1.50/- per equity share of Rs. 10/- each for the year ended March 31, 2015. If proposed dividend is approved by the Members at the Annual General Meeting, the total dividend payout will be Rs. 5.85 million. The tax on dividend payout borne by the Company will be Rs. 1.17 million.

Transfer to Reserves

During the current year, there is no transfer to General Reserve. total income

Our total income during the year reduced to Rs. 2,312.9 million from Rs. 2,821.8 million in the previous fifteen month period, declining at 18.0% (the annualized growth is 2.5% for the comparable period), impacted by the global decision to divest certain brands and consequent loss of distribution rights.

Profit

The Operating Profit before depreciation amounted to Rs. 53.9 million (2.33% of revenue) as against Rs. 69.5 million (2.46% of revenue) in the previous fifteen month period. The net profit after tax is Rs. 23.12 million (1.00% of revenue) as against Rs. 44.7 million (1.58% of revenue) in the previous fifteen month period.

LIQUIDITY

Your Company continues to be debt-free and maintain sufficient cash to meet our objectives. As on March 31, 2015 we had cash and bank balance of Rs. 657 million.

CHANGE IN NATURE OF BUSINESS

There was no change in Business of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

There is nothing to report in this regard.

DETAILS OF Significant AND MATERIAL ORDERS pASSED BY THE Regulators OR COURTS OR TRIBUNALS IMpACTING THE GOING CONCERN STATUS AND COMpANY'S OpERATIONS IN FUTURE

There is nothing to report in this regard.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details pertaining to internal financial control systems and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMpANIES

The Company has a wholly owned subsidiary company viz., Schering-Plough (India) Private Limited as on March 31,2015.

Statement containing the salient features of the financial statements of subsidiary company, in the prescribed form AOC-1 is appended as Annexure 1 to the Directors' Report.

The Annual Accounts for the year ended March 31,2015 as also the Auditors' Report in respect of Schering- Plough (India) Private Limited are attached to the Accounts of the Company and forming part of this Annual Report.

As per Clause 32 of the Listing Agreement entered into with BSE Limited, the consolidated financial statements of the Company with its subsidiary are also enclosed.

FIXED DEPOSITS

The Company has not accepted any deposits during the year ended March 31, 2015. Also, there are no fixed deposits outstanding as on that date.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the corporate governance report, which forms part of this report.

RISK MANAGEMENT

The Company has in place, risk assessment and minimization procedures which are periodically reviewed by the Audit Committee and the Board of Directors of the Company. These procedures ensure that Management controls risk through a properly defined framework.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

All related party transactions are reported to and approved by the Audit Committee and the Board in accordance with provisions of the Companies Act, 2013. All related party transactions entered into by the Company during the financial year were at an arm's length and were so entered in the ordinary course of business of the Company and were accordingly approved by the Board of Directors.

The Board has adopted a policy on related party transactions which is available on the Company's website at www.fulfordindia.com

All details of the related party transactions entered into by the Company during the year are provided in Form AOC-2 provided as Annexure 2 to this report.

STATUTORY AUDITORS

M/s Lovelock & Lewes, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment for a period of five years commencing from the financial year 2015-16 pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and the secretarial auditors' report do not contain any qualifications, reservations or adverse remarks. Report of secretarial auditor is appended as Annexure 3 to the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they 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 and of the profit and loss of the Company for that period;

(c) they 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) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Article 110 of the Articles of Association of the Company, the Directors - Mr. K. G. Ananthakrishnan and Mr. Sandeep Sharma retire and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Mr. Giridhar Sanjeevi was appointed as an additional director with effect from August 8, 2014. Mr. Sanjeevi offers himself for appointment as a director of the Company.

Ms. Hwee Ping Chua was appointed as an additional director with effect from January 29, 2015. Ms. Chua offers herself for appointment as a director of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into force on April 1, 2014, Dr. Ajit Dangi, Mr. Homi Khusrokhan and Dr. Venkat Sohoni were appointed as independent directors for five (5) consecutive years at the annual general meeting of the Company held on August 7, 2014. Terms and conditions of appointment of independent directors are as per Schedule IV of the Act.

They have submitted a declaration that each of them meets the criteria of independence as required under Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. Kevin Ali resigned as a director of the Company with effect from January 2, 2015.

A brief resume of the Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

Mr. Sachin Gaikwad was appointed as a Company Secretary of the Company with effect from October 16, 2014 pursuant to the provisions of Section 203 of the Companies Act, 2013.

Mr. Giridhar Sanjeevi resigned as Chief Financial Officer of the Company with effect from May 22, 2015. The Company is in the process of identifying a suitable replacement at the earliest.

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board were held during the year. For details of the meetings of the Board, please refer to corporate governance report, which forms part of the Annual Report.

PROCESS OF AGENDA CIRCULATION

A detailed agenda for the meeting of the Board of Directors is prepared and is circulated in physical form to the Board of Directors.

BOARD EVALUATION

The Board monitors and reviews the Board evaluation framework as per the Clause 49 of the Listing Agreement requirement. The Companies Act, 2013 states that a formal annual evaluation needs to be done by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding, the director being evaluated. The Board shall follow and complete the requirement during this financial year.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Annual Report.

Corporate SOCIAL RESpONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules 2014, the Company has constituted a CSR Committee and has adopted a CSR Policy.

In accordance with the provisions of the Companies Act, 2013 read with CSR Rules, the Company was required to spend Rs. 114,070 (Rupees One Lakh Fourteen Thousand Seventy Only) on CSR activities. The Company has contributed Rs. 1,50,000 (Rupees Once Lac Fifty Thousand Only) to Swach Bharat Kosh launched by Government of India during financial year 2014-15.

A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at www.fulfordindia.com

In addition to above your Company's parent Company (Merck & Co. Inc. Kenilworth, N.J. USA/Merck) is committed to doing well for the community at large and has implemented the following project in India:

MSD FOR MOTHERS iN iNDiA

MSD for Mothers' is a 10 year $500 million initiative to create a world where no woman dies due to complications from pregnancy and child birth. In India, MSD for Mothers has committed US $10 million (approx Rs. 630 million) to innovative partnerships with leading non-governmental organizations. These partnerships will engage and explore the potential of local private providers and services to strengthen maternal health care in three states with particularly high rates of maternal mortality. The states in India in which Merck for Mothers work in, are Jharkhand (278 maternal deaths per 100,000 live births), Rajasthan (331 maternal deaths per 100,000 live births) and Uttar Pradesh (345 maternal deaths per 100,000 live births). The partnerships are setting out to improve the affordability, accessibility and quality of private maternal health services and reach nearly 500,000 pregnant women over three years (2013-2016).

Merck for Mothers partner Jhpiego is developing standards of quality care and helping private providers meet these standards through training, continuous quality improvement and accreditation. Jhpiego in partnership with Federation of Obstretric & Gynaecological Societies of India (FOGSI) is working with more than 120 private health facilities with high case loads in 11 cities of Uttar Pradesh and Jharkhand. These 120 private sector facilities, range from single provider obstetric practice clinics to multi-specialty hospitals. To improve quality of childbirth care, Jhpiego through multi-stakeholder consultations developed 27 standards having four sections for childbirth care-normal labor and delivery (NLD), managing complications (MC), postnatal care (PNC) and postpartum family planning (PPFP).

In Rajasthan, Hindustan Latex Family Planning Promotion Trust (HLFPPT) is developing a sustainable social franchise network, 'called Merrygold', of private hospitals and health workers to a new context so women in 19 districts of rural and peri-urban areas of Rajasthan have better access to care throughout their pregnancy. Under this network so far, HLFPPT empaneled 20 Merrygold Urban and 16 Merrygold Rural hospitals and more than 1300 community health workers to provide standardised quality assured maternal health and family planning services in turn private-providers benefit from Merrygold branching, promotion and technical support for quality improvement.

Pathfinder International and World Health Partners, are working on a total market approach to strengthen and link the public and private sectors in 3 districts of Uttar Pradesh. Partners are adapting a health franchise network to include maternal health, linking remote providers to higher level care through referral and telemedicine, and ensuring that quality supplies reach the last mile. The project has progressed well in terms of setting up a network of private providers and creating referrals. The network's 9 private referral hospitals, 51 SKY Health Centers and 391 SKY Care Providers receive training, ongoing supportive supervision, marketing and branding support, linkages with public providers and access to SKY branded medicines. In the public sector, 916 ASHAs have been trained so far on recognition of danger signs and birth preparedness planning, and 21 ambulance emergency medical technicians (EMTs) were sensitized on the importance of timely referral, transportation and application of the non-pneumatic anti-shock Garment (NASG), 74 service providers (17 medical officers, 17 staff nurses, 40 ANMs) were trained on Clinical and Community Action to address PPH (CCA-PPH) continuum of care model, taking the total to 188 public sector providers trained. Overall, a total of 1,145 providers have been trained under the project so far in the public sector.

Till date over 300,000 women benefitted from this project, in getting improved quality of care in terms of deliveries, antenatal Services and Family Planning services.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return in prescribed form MGT-9 is given in Annexure 5, which forms part of this report.

CORPORATE GOVERNANCE

A report on the Corporate Governance Code along with a certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT

The Company has put in place, a Code of Conduct effective February 9, 2005 which was amended on January 29, 2015, for its Board Members and Senior Management personnel. Declarations of compliance with the Code of Conduct have been received from all Board Members and Senior Management personnel. A certificate to this effect from Mr. K.G. Ananthakrishnan, President & Managing Director forms a part of this Report and is given in Annexure 6, which forms part of this Report.

COST AUDIT

The Directors have appointed Mr. Vishesh Naresh Patani as Cost Auditor to conduct the Cost Audit for the financial year ended March 31, 2016.

WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy for Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and the revised Clause 49 of the Listing Agreement with BSE Limited. This policy provides an opportunity to the employees and Directors of the Company to approach the Audit Committee in good faith, when they suspect or observe unethical or wrongful practices, malpractices, non-compliance of Company policies etc. No personnel have been denied access to the Audit Committee. The policy is available on the website of the Company at www.fulfordindia.com

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Director                  Ratio to median remuneration

Mr. K. G. Ananthakrishnan                       131.66
Non-executive independent directors

Dr. Ajit Dangi                                   12.38

Dr. Venkat Sohoni                                11.00

Mr. Homi Khusrokhan                              11.56
* Commission for the financial year 2014-15 which forms part of remuneration will be paid in the financial year 2015-16

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Name of the employee                     % increase in remuneration 
                                             in the financial year
                                         as compared to previous period
                                                of 12 months

Mr. K. G. Ananthakrishnan                              13.80

Dr. Ajit Dangi                                         41.94

Mr. Homi Khusrokhan*                                  108.64

Dr. Venkat Sohoni*                                    150.00

Mr. Giridhar Sanjeevi*                                 13.94

Mr. Sachin Gaikwad*                                     7.78
* Remuneration is annualized for the fifteen months period ended March 31, 2014 for comparison purpose

c. The percentage increase in the median remuneration of employees in the financial year: Median Annual Merit increase percentage effective 1st April, 2014 was 12.2% for all employees including KMP

d. The number of permanent employees on the rolls of Company: 321

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average all the employees of the Company received an annual increase of 12%. The individual increment varied from 0% to 16%.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in financial year 2014-15 (Rs Crore) 1.25

Revenue (Rs Crore)                                        231.29

Remuneration of KMPs (as % of revenue)                      0.54

Profit before tax (PBT) (Rs. Crore)                           4.79

Remuneration of KMP (as % of PBT)                          26.11
g. variation in the market capitalization of the company, price earning ratio as at the closing date of the current financial year and previous financial year:

Particulars        March 31,2015    March 31,2014    % Change

Market 
Capitalization
(Rs Crore)                501.05           270.03      85.55%

Price earnings ratio      216.65            60.47     258.28%
h. percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer:

Particulars        March 31,2015    October 2006    % Change
                                    (Open offer)

Market Price (BSE)      1284.75          575         123.43%
i. Average percentile increase made in the salaries of employees other than the managerial personnel in the financial year was 12% and the percentile increase in the managerial remuneration has been 12.87%. the increase in compensation has been made in line with the company's compensation philosophy, individual performance levels and contribution to the company's business objectives, and there has been no exception to Report.

j. comparison of each remuneration of the key managerial personnel against the performance of the company:

                              Mr. K. G.        Mr. Giridhar  Mr. Sachin
                              Ananthakrishnan  Sanjeevi      Gaikwad

Remuneration in financial year
2014-15 (Rs. Crore)                    0.65           0.41        0.19

Revenue (Rs. Crore)                  231.29

Remuneration as % of revenue           0.28           0.18        0.08
Profit before tax (PBT) (Rs. Crore) 4.79

Remuneration as % of PBT              13.50           8.56        4.05
k. The key parameters for any variable component of remuneration availed by the directors:

The members have, at the AGM of the Company on August 7, 2014 approved payment commission to non-executive directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the Board of directors and paid to the non-executive directors.

l. there are no employee's drawing remuneration in excess of the highest compensation paid to any managerial personnel.

m. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms that the remuneration is as per the remuneration policy of the group Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 7 forming part of this Report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

1. conservation of energy

(i) Energy conservation measures taken in the recent past : Nil

(ii) Additional investments and proposals for reduction of energy consumption being implemented : Nil

(iii) Impact of measure (i) and (ii) above for reduction 
of energy consumption and consequent impact on the cost of 
production of goods                                          :  Nil

(iv) Total energy consumption and energy consumption per 
unit of production                                           :  Nil
1. Electricity

(a) Purchased Not Applicable Units

Total Amount Rate/Unit

(b) Own Generation Not Applicable

(i) Through Diesel Generator Units

Units per ltr. of Diesel Oil Cost/Unit

(ii) Through Steam Turbine/generator Units

Units per ltr. of fuel oil/gas Cost/Unit

2. coal (specify quality and where used) Not Applicable

Quantity (Tonnes)

Total Cost Average Rate

3. Furnace oil Not Applicable

Quantity (K. Ltrs.)

Total Cost Average Rate/Litre

4. others/lnternal Generation Not Applicable

Quantity

Total Cost Rate/Unit

2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Research & Development (R&D):

(a) Specific areas in which R&D carried out by the Company: The Company gets the benefits of the Research and Development done by its Parent Company. Most of the products introduced by the Company in India are original research products of its parent Company.

(b) Benefits derived as a result of the above R&D: The Company has also benefited from the supply of technology from its parent Company. This includes training of Company's personnel by it during short and long-term assignments and deputation of technical experts.

(c) Future Plan of action: Since the Company in India is not involved in any R&D activities, there is no defined future plan of action but the Company will continue to receive support from its parent Company in terms of sharing necessary information on R&D activities and would strive hard to improve its operational efficiency.

(d) Expenditure on R&D:

(i) Capital      - Nil
(ii) Recurring - Nil

(iii) Total      - Nil
(iv) Total R&D expenditure as a percentage of total turnover - Nil Technology Absorption, Adaptation and innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

The Company on continuous basis interacts with its Parent Company for gaining technical expertise for pharmaceutical formulations. Company also works hard towards bringing innovation in its operations.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

Company has benefited to a great extent as a result of the above efforts. Product improvement and product development are the major benefits derived at as a result of the above efforts.

3. I n case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

a. Technology Imported: N.A.

b. Year of Import: N.A.

c. Has technology been fully absorbed: N.A.

d. If not fully absorbed, areas where this has not taken place, reasons, thereof and future plans of action: N.A.

3. foreign exchange earnings and outgo

(i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

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


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