DIRECTORS' REPORT Dear Shareholders, Your Directors take pleasure in presenting the 30th Annual Report on business, operations and achievements of the Company together with the Audited financial statements for the financial year ended March 31, 2015. REVIEW OF PERFORMANCE Your Company has recorded revenues of Rs. 37,162 lacs during the current financial year against previous year revenues of Rs. 33,676 lacs recording a growth of 10% over last year revenues. Operating revenue for the current year has increased to Rs.37,026 lacs against last year revenues of Rs. 33,597 lacs. Sales revenues of the Company are steadily improving year on year basis. Better customer reach, improved productivity and efficient cost management have helped the Company to offset the pressure in margins on account of product and market mix. Growth in Active Pharmaceutical Ingredients (API) business has been steady at 7%. Home Diagnostics and Finished Formulations have shown significant improvement in its sales revenues recording a growth of 16% and 10% respectively. Current year's operating surplus of Rs. 4,794 lacs translates into a moderate growth of 3% against last year surplus of Rs. 4,660 lacs. Finance cost at Rs. 863 lacs has come down by 13% against Rs. 989 lacs in the previous year. Cash generated during the year is Rs. 3,931 lacs against Rs. 3,671 lacs generated during previous financial year. DIVIDEND For the year under review the Directors do not recommend any dividend due to absence of adequate distributable surplus. RESERVES As per the provisions of Companies Act, 2013, additional depreciation of Rs. 1,176 lacs, on account of change in useful life of assets, has been charged to opening balance of Reserve & Surplus account. The profit of Rs. 58 lacs earned during the year has been added to the Reserves & Surplus. DEPOSITS The Company has not accepted deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. FINANCES The Management is committed to profitable growth of all its business segments by improving upon operating and financial performance. The Company continues to service its debt obligations as per the terms approved by its lender banks and financial institutions. The Company has been managing its day to day operations without any institutional working support. It is running its business on the strength of surplus generated out of its operations. Further, on account of accumulated losses, the provisions of Companies Act, 2013 places restrictions on redemption of Preference Shares. In view of above, the Company has not been able to redeem optionally convertible preference shares which have fallen due for redemption and/or conversion during the year. SHARE CAPITAL The total paid up share capital of the Company as on March 31, 2015 of Rs. 20,961 lacs comprises of Equity Share Capital of Rs. 8,996 lacs and Preference Share Capital of Rs. 11,965 lacs. During the year under review, there was no change in the paid-up share capital of the Company. No Provision of money was made by the Company for purchase of its own shares by employees or by trustees for the benefit of employees. The shares issued by Company are listed at the following Stock Exchanges as on March 31, 2015: 1. National Stock Exchange of India Limited (NSE) 2. Bombay Stock Exchange (BSE) Annual listing fees for the financial year 2015-16 have been paid to both the Stock Exchanges. The Equity shares continue to be listed on both BSE and NSE. BUSINESS PERFORMANCE During the year under review, sales revenues at Rs. 35,459 lacs have registered a growth of around 10% against last year revenues of Rs. 32,206 lacs. Active Pharmaceutical Ingredients (API) business has recorded a growth of 7%. Home Diagnostics business has recorded a growth of 16% in its sales revenues and Finished Formulation business has recorded a growth of 10%. Continued focus on margin improvement, cost control and efficient utilization of resources has helped the Company to moderately improve its operating margins over the preceding years despite margin erosion on account of product and market mix. The operating surplus for the current year has improved to Rs. 4,794 lacs from Rs. 4,660 lacs in the previous year. Current year operating surplus has recorded 3% growth over the last financial year. After servicing the finance cost of Rs. 863 lacs, current year net cash surplus is Rs. 3,931 lacs, against Rs. 3,671 lacs generated in the previous year, a growth of around 11%. The Company foresees improvement in revenues across all business segments and also expects that bottom line would improve over the preceding year. Division wise business performance is detailed hereunder: Active Pharmaceutical Ingredients (API) Domestic API business recorded a growth of 31% over the last year whereas export business was down by 1%. Montelukast and Atorvastatin business recorded handsome growth during the year. Current year Loratadine revenues have recorded a dip of 20% against previous year revenues. Over the years API business has significantly contributed towards the overall growth of the Company. During last few years expansion of domestic and export markets has added momentum to the revenue growth. During the current year growth of 7% has been recorded in the annual sales revenues. Current year Revenues are at Rs. 21,606 lacs against last year revenues of Rs. 20,288 lacs. Montelukast and Atorvastatin have recorded a growth of 13% and 80% respectively. Fexofenadine with current year revenues of Rs. 1,087 lacs has recorded a dip of around 16%. There has been volume growth of 12% in 'Loratadine' Non-US business. However, lower price realisation has resulted in fall in US business. Desloratadine 'API' has recorded a growth of 67% in its annual sales revenue over the preceding year. The Company expects steady business in the coming years. Montelukast has recorded sales revenue of Rs. 5,604 lacs in the current year, against Rs. 4,967 lacs in last year. Atorvastatin with its annual sales revenues of Rs. 4,229 lacs has registered a growth of 80% over the last year. During the current year, products like Sitagliptin Phosphate, Rosuvastatin Calcium, Olmesartan Medoxomil, Pioglitazone and Aliskirin have registered impressive volume growth. Product basket consisting of these products has recorded sales revenue of Rs. 1,966 lacs against Rs. 599 lacs recorded in the last financial year. The highest growth has been achieved by Rosuvastatin, which clocked annual sales of Rs. 815 lacs in the current year against Rs. 317 lacs done in last year. Home Diagnostics During the Current year 'Home Diagnostics' business has recorded a growth in revenues by 16%. Revenues for the current year are at Rs. 5,133 lacs against Rs. 4,431 lacs in the previous year. Blood Glucose Monitors, the biggest contributor to this business segment with annual revenue of Rs. 2,372 lacs has registered a growth of 37%. Blood Pressure Monitors with annual sales of Rs. 797 lacs have gone up by 22% over the last year. The Company is expanding its foothold all across India and also touching the markets/areas which were hitherto uncovered. Finished Formulations Finished Formulation business has recorded sales revenues of Rs. 8,256 lacs against Rs. 7,506 lacs recorded in the previous year. Current year annual revenues have registered a growth of 10% over the last financial year. Branded formulation as a part of finished formulations registered a fall of 7% whereas contract manufacturing and brand sharing business reported a growth of 24%. SUBSIDIARIES / JOINT VENTURES / ASSOCIATES The Company has four subsidiaries as on March 31, 2015 namely: 1. Dr. Morepen Ltd. 2. Total Care Ltd. (Subsidiary of Dr. Morepen Ltd.) 3. Morepen Inc., USA 4. Morepen Max Inc., USA The Company does not have any Associates or Joint Ventures as on March 31, 2015. Dr. Morepen Limited Over The Counter (OTC) business of the Company carried out through its wholly owned subsidiary, Dr. Morepen Limited (DML) has gone up marginally. Sales revenue for the current year stood at Rs. 3,448 lacs against last year revenues of Rs. 3,356 lacs. The Company is carrying two types of business under its brand name Dr. Morepen i.e. marketing of OTC products & Brand sharing. There was marginal fall of around 2% in OTC marketing business. However brand sharing business registered a growth of around 14%. This business also looks promising keeping in view brand recall value attached to 'Dr. Morepen' brand. In brand sharing segment, 31 Stock Keeping Units (SKUs) were launched in the current year, taking the tally to 183 SKUs during the year. It recorded sales revenue of Rs. 1,188 lacs as compared to Rs. 1,045 lacs in the last year. In 2015-16, Brand Sharing business has sales target of Rs. 1500 lacs. In its OTC marketing segment, the Company has launched new products namely Burnol X, Burnol Spray and Burnol Prickderm as extension to its existing main brand 'Burnol'. During the year, the Company changed its distribution model from Super Stockist model to C&F Model in respect of states having annual sale of more than Rs.150 lacs. The Company expects that the exercise will help the Company to increase its sales by direct billing to Distributors. Further the cost of distribution is also expected to come down significantly. Hence the Company expects to do better, on both the fronts i.e. increase in sales revenue and cost control. On account of change in distribution model midway during the current year, sales was adversely affected, however it will give better revenues in the coming years. Total Care Limited The Company is now dealing in OTC & Health products. The scale of Company's operations was marginal during the year with the total revenues of Rs. 16 lacs.The Company plans to clock annual revenue of Rs. 100 lacs in the coming year. Morepen Inc. This Company is our marketing and distribution interface in USA for various OTC & other products. The Current year revenue was at Rs. 45 lacs ($72,574) as against Rs. 69 Lacs ($120,022) in the previous year. Current year loss is Rs. 38 lacs, against profit of Rs. 24 lacs in the last year. Morepen Max Inc. This Company has been in a dormant state for last few years. Board of Directors considers it expedient to divest the investment in the Company at an appropriate time. Morepen Biotech Limited has ceased to be an associate Company during the year. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Company pursuant to Section 129 (3) of the Companies Act, 2013, prepared in accordance with relevant Accounting Standards (AS) viz. AS 21 & AS 23, forms part of this Annual Report. A Statement containing the salient features of the financial statements of Company's Subsidiaries, pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE 'A' in the prescribed form, AOC -1. DIRECTORS'& KEY MANAGERIAL PERSONNEL Changes in Directors' & Key Managerial Personnel The Company has appointed Mr. Sukhcharan Singh, Mr. Manoj Joshi and Mr. Bhupender Raj Wadhwa, as Independent Directors of the Company for a term of 5 years with effect from 19th September, 2014 in the 29th Annual General Meeting (AGM) of the Company pursuant to provision of Section 149, 150, 152, Schedule IV and other applicable provisions, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. Your Directors extended a warm welcome to Mr. Sukhcharan Singh, Mr. Manoj Joshi and Mr. Bhupender Raj Wadhwa for being a part of the Board of Directors of Morepen Laboratories Limited. Pursuant to Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Sushil Suri, Chairman & Managing Director and Mr. Thomas P. Joshua, Company Secretary, who were already in office before the commencement of Companies Act, 2013, have been designated as Whole-Time Key Managerial Personnel of the Company. Mr. Ajay Sharma has been appointed as the Chief Financial Officer, designated as Whole-Time Key Managerial Personnel, of Morepen Laboratories Limited w.e.f. 9th August, 2014. Mr. Sushil Suri, Chairman & Managing Director of the Company, who holds his office up to 19th October, 2015 and being eligible, has offered himself to be re-appointed pursuant to the provisions of Section 196, 197, 203, Schedule V and other applicable provisions of the Companies Act, 2013 and read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended or re-enacted from time to time. Your Directors recommend his appointment as the Chairman & Managing Director of the Company, in the ensuing Annual General Meeting, for another term of 3 years w.e.f. 20th October, 2015. Dr. A. K. Sinha, Whole Time Director of the Company, who is liable to retire by rotation pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, as amended or re-enacted from time to time, has given his consent and being eligible has offered himself for re-appointment. Your Directors recommend his re-appointment as Whole-Time Director of the Company, in the ensuing Annual General Meeting. Pursuant to the provisions of Section 149(1) of the Companies Act, 2013, Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 and revised Clause 49 of Listing Agreement it was mandatory for the Company to appoint a Woman Director on the Board of the Company on or before March 31, 2015. However, Hon'ble Supreme Court of India, vide its order dated July 16, 2007, in respect of petition filed by the Company before it, challenging the appointment of Special Directors by Hon'ble High Court of Himachal Pradesh, Shimla, has ordered 'status quo' to be maintained. Therefore, the Board in its meeting held on March 31, 2015 took note of the same and felt that since the matter is sub-judice and the status quo order is still in force, as on date, the composition of the Board should remain unchanged. The Company has also apprised the matter to both the stock exchanges i.e. NSE and BSE. The Company is willing and ready to appoint a Woman Director on the Board of the Company as soon as the above matter is resolved. Declaration by Independent Director(s) and re-appointment As per the provision of Section 149(7) of Companies Act, 2013 and Listing Agreement, every Independent Director is required to give declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of Companies Act, 2013 and Clause 49 of the Listing Agreement. At present there are total of three Independent Directors on the Board of the Company and accordingly in compliance with the aforesaid provisions of the Companies Act, 2013 and the Listing Agreement, Mr. Sukhcharan Singh, Mr. Manoj Joshi and Mr. Bhupender Raj Wadhwa, have given the Declaration of Independence to the Company. Evaluation of Board, Committees and Directors Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out its own performance evaluation, Board Committees and its directors individually. The manner in which the evaluation has been carried out has been detailed in Corporate Governance Report. Familiarization Programme for Independent Directors The details pertaining to Familiarization Programme for Independent Directors has been detailed in Corporate Governance Report. Meetings of Board of Directors During the year under review, the Board of Directors met 5 times to transact the business of the Company, the details of which are given in Corporate Governance Report. Independent Directors Meeting During the year under review a separate meeting of the Independent Directors of the Company was held on February 11, 2015, without the presence of Non Independent Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board. All the Independent Directors of the Company were present in the meeting. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013: a) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable; 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 or 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 the Companies Act,2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES Disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a) Ratio of the remuneration of each Director to the median employee's remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE 'B'. b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE 'C'. c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company. AUDIT COMMITTEE Your Company has an Audit Committee in compliance to the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The complete details with respect to Audit Committee as required to be given under the Companies Act, 2013 and Clause 49 of the Listing agreement is given in the 'Corporate Governance Report'. WHISTLE BLOWER /VIGIL MECHANISM The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time. RISK MANAGEMENT The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls risk through means of a properly defined framework. The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company. NOMINATION AND REMUNERATION COMMITTEE Your Company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing agreement. The complete details with respect to Nomination and Remuneration Committee as required to be given under the Companies Act, 2013 and Clause 49 of the Listing agreement is given in the 'Corporate Governance Report'. The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, which shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The detailed policy formulated by Nomination and Remuneration Committee is annexed and forms part of this report as ANNEXURE 'D'. STATUTORY AUDITORS M/s. M. Kamal Mahajan and Co., the Statutory Auditors' of the Company, appointed by shareholders pursuant to Section 129 of the Companies Act, 2013, in 29th Annual General Meeting to hold office till conclusion of 31st Annual General Meeting have confirmed their eligibility under Section 141(3) of the Companies Act, 2013 and are willing to continue as the Auditors of the Company, subject to ratification of their appointment by the shareholders in the ensuing Annual General Meeting of the Company. EXPLANATION TO AUDITORS REPORT The Auditors vide Para (ix) of the annexure to the audit report have commented on delay in payment of dues to the lenders. The delay in payment was for a period less than 90 days and the Company reiterates its commitment to service its debt obligations as per the agreed terms. Further, the Auditors in the independent audit report on consolidated financial statements have drawn attention to the Note No. 12(b) to the financial statements regarding legal case in respect of trademark "Burnol". The Company reiterated its comments mentioned therein. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. PD and Associates, Company Secretaries were appointed by Board of Directors of the Company as Secretarial Auditors of the Company for the financial year 2014-15. The Secretarial Audit Report given by Secretarial Auditors' is annexed and forms part of this report as ANNEXURE 'E'. EXPLANATION TO SECRETARIAL AUDIT REPORT The Secretarial Auditor has observed that the Company has not appointed a Woman Director pursuant to the provisions of Companies Act, 2013 and not redeemed the preference shares due for redemption. The reasons for non-appointment of Woman Director has been duly explained under the head Directors' & Key Managerial Personnel in this report, while the reason for not redeeming the preference shares have been suitably explained in Note No. 2(C) to the Financial Statements for the year ended March 31, 2015. COST AUDIT Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Accounting Records maintained by the Company in respect of its Bulk Drugs and Formulations activity are required to be audited by Cost Auditors. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the Company for the financial year ended March 31, 2016, at a remuneration of Rs. 3 Lacs, subject to the ratification of their remuneration by the shareholders in the in the ensuing Annual General Meeting. INTERNAL FINANCIAL CONTROLS The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company's internal financial control procedures ensure that Company's financial statements are reliable and prepared in accordance with the applicable laws. To maintain its objectivity and independence, the Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audits throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board of Directors. CORPORATE SOCIAL RESPONSIBILITY Section 135 of the Companies Act, 2013 lays down the criteria for the constitution of Corporate Social Responsibility (CSR) Committee by a Company and other compliances applicable under the said provisions. As the Company does not fulfill any of the criteria mentioned therein the provisions of Corporate Social Responsibility (CSR) are presently not applicable on the Company and hence the Company was not required to comply with the same. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, while dealing with issues related to sexual harassment at the work place. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaints during the year. LEGAL & CORPORATE MATTERS During the financial year ending March 31, 2010, the Company had allotted 9,24,90,413 equity shares to the fixed deposit holders towards settlement of their dues under the Scheme of Arrangement or Compromise under Section 391 of the Companies Act, 1956, approved by the Hon'ble Shimla High Court vide its order dated August 4, 2009. The Central Government appealed against the said order which was allowed by the Division Bench and the matter was remanded back to provide a hearing to Central Government. The matter is pending before the Single Judge for final adjudication. During the year, the Company had withdrawn a Writ Petition filed before the Hon'ble High Court, Delhi for a decision in respect of listing of equity shares, allotted on preferential basis by the Company to Banks & Financial Institutions, Promoters and Foreign Investors in terms of Debt Restructuring Scheme approved by the CDR Cell in June, 2006. The Company has been constantly taking up the matter with the Stock Exchanges and SEBI. The Stock Exchanges have now allowed listing of shares, preferentially issued to promoters in the year 2005 and the Company is hopeful that it will get listing approval in respect of shares which have been issued to banks & financial institutions, foreign investor and balance unlisted shares of the promoters. The cases filed against the Company on the basis of investigation carried under Section 235 of the Companies Act, 1956 and the consequential cases filed by the Registrar of Companies against the Company and its Directors are being defended by the Company. The Company's appeal with the Hon'ble Supreme Court against the appointment of special directors on the board of the Company under Section 408 of Companies Act, 1956 is pending for final disposal. EXTRACT OF ANNUAL RETURN The detailed extract of Annual Report in Form MGT-9 as required under Section 134 (3) (a) of the Companies Act, 2013 is annexed and forms part of this report as ANNEXURE 'F'. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE 'G'. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All the related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions, including certain arm's length transactions, during the year under review hence, the disclosure in Form AOC 2 is not required. The complete details with respect to contracts or arrangements with related parties as required to be given under the Companies Act, 2013 and Clause 49 of the Listing agreement is given in the 'Corporate Governance Report'. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed review of the operations and performance of the Company is set out in the Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement which forms part of this Annual Report as ANNEXURE 'H'. HUMAN RESOURCES A detailed review of Human Resources of the Company is set out in the Management Discussion and Analysis Report. CORPORATE GOVERNANCE A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms part of this report and i s annexed as ANNEXURE ' I'. ACKNOWLEDGEMENTS Your Directors also take this opportunity to place on record their sincere appreciation to the Customers, Suppliers, Collaborators, Company's GMP consultants, Directors, Auditors, Bankers, Financial Institutions, Medical & Legal Professionals, Drug Control Authorities, Government Agencies, Business Associates, Employees and Shareholders for their unstinted support and confidence reposed in the Company and its Management. Your Directors look forward to your continued support in our efforts to grow together and enhance health through quality products. For and on behalf of Board of Directors Sushil Suri (Chairman & Managing Director) DIN: 00012028 Date: August 7, 2015 Place: New Delhi |