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1
NOTICE
NOTICE is hereby given that the Twelfth Annual GeneralMeeting (AGM) of the members of Fresenius Kabi OncologyLimited will be held on Thursday, August 20, 2015, at10.00 A.M. at Air Force Auditorium, Subroto Park,New Delhi - 110 010 to transact the following businesses:
ORDINARY BUSINESS
Item No. 1 - Adoption of accounts
To receive, consider and adopt the Balance Sheet as atMarch 31, 2015, the statement of Profit and Loss for theyear ended on that date together with the reports of theAuditors and Directors thereon.
Item No. 2 - Re-appointment of Mr. Rakesh Bhargava
To appoint a Director in place of Mr. Rakesh Bhargava(DIN - 00019822), who retires by rotation and being eligible,offers himself for re-appointment.
Item No. 3 - Appointment of Statutory Auditors
To appoint Auditors to hold office from the conclusion ofthis Annual General Meeting until the conclusion of the nextAnnual General Meeting and to fix their remuneration.
M/s. G. Basu & Co., Chartered Accountants (Firm’sRegistration No. - 301174E), Statutory Auditors of theCompany, holds the office till the conclusion of this AnnualGeneral Meeting and being eligible, offer themselves forre-appointment.
SPECIAL BUSINESS
Item No. 4 - Appointment of Ms. Maria Gobbi as a Director
To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution:-
“RESOLVED THAT Ms. Maria Gobbi (DIN – 07005222),who was appointed as an Additional Director on November13, 2014, pursuant to the provisions of section 161(1) andother applicable provisions of the Companies Act, 2013, whoholds office only upto the date of ensuing Annual GeneralMeeting of the Company and in respect of whom notice inwriting under section 160 of the Companies Act, 2013, hasbeen received from a member, proposing her as a candidatefor the office of Director of the Company, be and is herebyappointed as a Director of the Company not liable to retireby rotation.”
FRESENIUS KABI ONCOLOGY LIMITED
(CIN: U24231DL2003PLC119441)
Regd. Office: B-310, Som Datt Chambers–I, Bhikaji Cama Place, New Delhi – 110 066
E-mail: [email protected]
Website: www.fresenius-kabi-oncology.com
Phone: +91 11 26105570 Fax: +91 11 26195965
Item No. 5 - Appointment of Ms. Maria Gobbi as the
Managing Director
To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as a SpecialResolution:-
“RESOLVED THAT pursuant to the provisions of sections196, 197, 198 and all other applicable provisions, read withSchedule V of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 (including any statutory modification orre-enactment thereof) or any other law and subject to suchconsent(s), approval(s) and permission(s) as may benecessary in this regard and subject to such conditions asmay be imposed by any authority while granting suchconsent(s) / approval(s) and as are agreed to by the Boardof Directors (hereinafter referred to as the “Board”, whichterm shall unless repugnant to the context or meaning thereof,be deemed to include any committee thereof and any personauthorised by the Board in this behalf), consent of themembers be and is hereby accorded to the appointment ofMs. Maria Gobbi (DIN – 07005222) as the Managing Directorof the Company for a period of three years w.e.f.July 1, 2015, on the terms and conditions as set out in theExplanatory Statement.
RESOLVED FURTHER THAT the Board be and is herebyauthorized to vary, alter and modify the terms and conditionsof the appointment including remuneration/ remunerationstructure, if any, of Ms. Maria Gobbi as the Managing Directorwith in the limits prescribed in the Explanatory Statement.
RESOLVED FURTHER THAT the Board be and is herebyauthorized to do all such acts, deeds, matters and things asmay be deemed necessary to give effect to aboveresolution.”
Item No. 6 - Appointment of Mr. Nikhil Kulshreshtha as a
Director
To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution:-
“RESOLVED THAT Mr. Nikhil Kulshreshtha (DIN – 07178027),who was appointed as an Additional Director w.e.f. July 1,2015, in the Board meeting dated May 7, 2015, pursuantto the provisions of section 161(1) and other
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NOTICE
applicable provisions of the Companies Act, 2013, who holdsoffice only upto the date of ensuing Annual General Meetingof the Company and in respect of whom notice in writingunder section 160 of the Companies Act, 2013 has beenreceived, from a member, proposing him as a candidate forthe office of Director of the Company, be and is herebyappointed as a Director of the Company not liable to retireby rotation.”
Item No. 7 - Appointment of Mr. Nikhil Kulshreshtha as a
Whole-Time Director with the designation of “Director &
Secretary”
To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as a SpecialResolution:-
“RESOLVED THAT pursuant to the provisions of sections196, 197, 198 and all other applicable provisions, read withSchedule V of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 (including any statutory modification orre-enactment thereof) or any other law and subject to suchconsent(s), approval(s) and permission(s), if any, as may benecessary in this regard and subject to such conditions asmay be imposed by any authority while granting suchconsent(s) / approval(s) and as are agreed to by the Boardof Directors (hereinafter referred to as the “Board”, whichterm shall unless repugnant to the context or meaning thereof,be deemed to include any committee thereof and any personauthorized by the Board in this behalf), consent of themembers be and is hereby accorded to the appointment ofMr. Nikhil Kulshreshtha (DIN - 07178027) as the Whole-TimeDirector of the Company with the designation of “Director &Secretary” for a period of three years w.e.f. July 1, 2015, onthe terms and conditions as set out in the ExplanatoryStatement.
RESOLVED FURTHER THAT the Board be and is herebyauthorized to vary, alter and modify the terms and conditionsof the appointment including remuneration/ remunerationstructure, if any, of Mr. Nikhil Kulshreshtha as the Whole-Time Director within the limits prescribed in the ExplanatoryStatement.
RESOLVED FURTHER THAT the Board be and is herebyauthorized to do all such acts, deeds, matters and things asmay be deemed necessary to give effect to aboveresolution.”
By Order of the Board of DirectorsFor Fresenius Kabi Oncology Limited
Sd/-Gurgaon Nikhil Kulshreshtha
May 7, 2015 EVP-GRC & Company Secretary
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT
THE MEETING IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE ON A POLL INSTEAD OF
HIMSELF AND SUCH PROXY NEED NOT BE A
MEMBER OF THE COMPANY. PROXIES, IN ORDER
TO BE EFFECTIVE, MUST BE RECEIVED AT THE
REGISTERED OFFICE OF THE COMPANY, NOT LESS
THAN FORTY-EIGHT HOURS BEFORE THE
COMMENCEMENT OF THE MEETING. A SEPARATE
PROXY FORM HAS BEEN PROVIDED ALONG WITH
THIS NOTICE AND ANNUAL REPORT.
2. The Register of Members and Share Transfer Books of theCompany will remain closed from Friday,August 14, 2015 to Thursday, August 20, 2015 (both daysinclusive), in terms of the provisions of the CompaniesAct, 2013.
3. The Explanatory Statement pursuant to Section 102 ofthe Companies Act, 2013, which sets out details relatingto Special Business at the meeting, is annexed hereto.
4. Corporate members intending to send their authorizedrepresentatives to attend the Meeting pursuant toSection 113 of the Companies Act, 2013 are requested tosend to the company, a duly certified copy of therelevant Board Resolution/ Power of Attorneyauthorising their representative together with theirrespective specimen signatures authorizing theirrepresentative(s) to attend and vote on their behalf atthe Annual General Meeting.
5. A person can act as a proxy on behalf of Members notexceeding fifty in number and holding in aggregate notmore than ten percent of the total share capital of thecompany carrying voting rights. A member holding morethan ten percent of the total share capital of theCompany carrying voting rights may appoint a singleperson as a proxy and such person shall not act asproxy for any other person or shareholder.
6. Members/ Proxies are requested to bring duly filledadmission/attendance slips sent alongwith the AnnualReport to the meeting.
7. For the security and safety of the shareholders, noarticle / baggage including water bottles and tiffinswill be allowed at the venue of the meeting. Themembers / attendees are requested not to bring anyarticle / baggage etc. at the venue of the meeting.
8. Members are requested to send all correspondenceconcerning registration of transfers, transmissions,subdivision, consolidation of shares or any other sharerelated matters and/or change in address, to Company’sRegistrars at Link Intime India Private Limited, 44,Community Center, 2nd Floor, Naraina Industrial Area,Phase-I, New Delhi - 110028. Ph +91 11 41410592/93/94Fax +91 11 41410591 E-mail – [email protected].
9. Members desirous of making a nomination in respect oftheir shareholding in the Company, as permitted underSection 72 of the Companies Act, 2013, are requested towrite to the Company’s Registrar for the prescribed form.
10. The documents referred to in the accompanying Noticeand Explanatory Statement along with StatutoryRegisters are open for inspection at the RegisteredOffice of the Company on all working days (Monday toFriday) between 11.00 a.m. and 1.00 p.m. up to the dateof Annual General Meeting and will also be availablefor inspection at the meeting.
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NOTICE
11. Members having any questions with regard to accountsare requested to write to the Company Secretary atleast ten days in advance, to enable the Company tokeep the information ready.
12. Electronic copy of the Annual Report for financial year2014-15 is being sent to all the members whose e-mailIDs are registered with the Company/DepositoryParticipant(s) for communication purposes unless anymember has requested for a hard copy of the same.For members who have not registered their e-mailaddress, physical copies of the Annual Report forfinancial year 2014-15 is being sent in the permittedmode.
The Notice of the 12th Annual General Meeting of theCompany, inter-alia, indicating the process and mannerof e-voting along with Attendance Slip and Proxy Formis being sent to all the members whose e-mail IDs areregistered with the Company/ DepositoryParticipant(s) for communication purposes, unless anymember has requested for a hard copy of the same.For members who have not registered their e-mailaddress, physical copies of the Notice of the 12th AnnualGeneral Meeting of the Company, inter-alia, indicatingthe process and manner of e-voting along withAttendance / Admission Slip and Proxy Form is beingsent in the permitted mode.
13. Voting through electronic means:
A. In compliance with the provisions of Section 108 of theCompanies Act, 2013 read with the Companies(Management and Administration) Rules, 2014 and anyother applicable rules made thereunder, a member ofthe Company holding shares either in physical form orin dematerialized form, may exercise his/her right tovote by electronic means in respect of the resolution(s)contained in the notice.
B. The Company is providing facility for voting by electronicmeans to its members to enable them to cast theirvotes through such voting. The Company has engagedthe services of Central Depository Services Limited(“CDSL”) as the Authorised Agency to provide remotee-voting facility (i.e. the facility of casting votes by amember by using an electronic voting system from aplace other than the venue of general meeting).
C. The Company shall also provide facility for votingthrough ballot or polling paper which shall be availableat the meeting and members attending the meetingwho have not already casted their vote by remotee-voting shall be able to exercise their right to vote atthe meeting.
D. The members who have casted their vote by remotee-voting prior to the meeting may also attend the meetingbut shall not be entitled to cast their vote again.
E. The voting period begins on Monday, August 17, 2015(9:00 am) and ends on Wednesday, August 19, 2015(5:00 pm). During this period, shareholders of theCompany, holding shares either in physical form or indematerialized form, as on the cut-off date i.e.
Thursday, August 13, 2015, may cast their voteelectronically. The e-voting module shall be disabledby CDSL for voting thereafter.
F. The procedure and instructions for remote e-voting areas follows:
i) The shareholder should log on to the e-votingwebsite www.evotingindia.com.
ii) Click on “Shareholders” tab to cast your votes.
iii) Now enter your User ID:
a) For CDSL : 16 digits beneficiary ID
b) For NSDL : 8 character DPID followed by 8digits Client ID
c) Members holding shares in physical formshould enter Folio Number registered with theCompany.
iv) Next enter the image verification as displayed andclick on login.
v) If you are holding shares in Demat form and hadlogged on to www.evotingindia.com and castedyour vote earlier for EVSN of any Company, thenyour existing login id and password are to be used.
vi) If you are a first time user follow the steps given
below:
For Member holding shares in Demat Form and
Physical Form
PAN* Enter your 10 digit alpha-numeric PAN issuedby Income Tax Department (applicable for bothdemat shareholders as well as physicalshareholders)
Members who have not updated their PAN withthe Company/ Depository Participant arerequested to use the sequence number whichis printed on the Address slip of Annual Reportor as provided in the email if Annual Report issent through electronic mode.
DOB# Enter the Date of Birth as recorded in yourdemat account or in the company records forthe said demat account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recordedBank in your demat account or in the companyDetails# records for the said demat account or folio.
* Members who have not updated their PAN with theCompany/Depository Participant are requested to use thefirst two letters of their name and the 8 digits of thesequence number in the PAN field.
In case the sequence number is less than 8 digits enter theapplicable number of 0’s (Zero) before the number afterthe first two characters of the name in CAPITAL letters. Eg.If your name is Ramesh Kumar with sequence number 1then enter RA00000001 in the PAN field.
# Please enter the DOB or Dividend Bank details in order tologin. In case, if either of the details are not recorded withthe depository or company. Please enter the member id /folio number in the dividend bank details field as mentionedin instruction (iii).
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NOTICE
vii) After entering these details appropriately, click on“SUBMIT” tab.
viii) Members holding shares in physical form will thenreach directly the EVSN selection screen. However,members holding shares in demat form will nowreach ‘Password Creation’ menu wherein they arerequired to mandatorily enter their login passwordin the new password field. Kindly note that thispassword is to be also used by the demat holdersfor voting on resolutions of any other company onwhich they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform.It is strongly recommended not to share yourpassword with any other person and take utmostcare to keep your password confidential.
ix) For Members holding shares in physical form, thedetails can be used only for e-voting on theresolutions contained in this Notice.
x) Click on the EVSN for Fresenius Kabi OncologyLimited.
xi) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES or NOas desired. The option YES implies that you assentto the Resolution and option NO implies that youdissent to the Resolution.
xii) Click on the “RESOLUTIONS FILE LINK” if you wishto view the entire Resolution details.
xiii) After selecting the resolution you have decidedto vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirm yourvote, click on “OK”, else to change your vote,click on “CANCEL” and accordingly modify yourvote.
xiv) Once you “CONFIRM” your vote on the resolution,you will not be allowed to modify your vote.
xv) You can also take the print out of the voting doneby you by clicking on “Click here to print” optionon the voting page.
xvi) If demat account holder has forgotten thechanged password then enter the User ID andthe image verification code and click on forgotpassword & enter the details as prompted by thesystem.
xvii)Note for Non - Individual Shareholders andCustodians:
• Non - Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com andregister themselves as Corporate.
• A scanned copy of the Registration Form bearing
the stamp and sign of the entity should be emailed
• After receiving the login details a compliance
user should be created using the admin login
and password. The Compliance user would beable to link the account(s) for which they wishto vote on.
• The list of accounts should be mailed [email protected] and on approvalof the accounts they would be able to cast theirvote.
• A scanned copy of the Board Resolution and Powerof Attorney (POA) which they have issued in favourof the Custodian, if any, should be uploaded inPDF format in the system for the scrutinizer toverify the same.
xviii) In case you have any queries or issuesregarding e-voting, you may refer theFrequently Asked Questions (“FAQs”)and e-voting manual available atwww.evotingindia.com under help section or writean e-mail to [email protected] [email protected]
G. In case of members receiving the physical copy ofNotice of AGM [for members whose e-mail IDs arenot registered with the company/ depositoryparticipant(s) or requesting physical copy]: Pleasefollow all steps from sl. no. (i) to sl. no. (xiv) above,to cast vote.
H. A Member can opt for only one mode of voting i.e.either through e-voting or in physical form. If a Membercast his / her vote by both modes, then voting donethrough e-voting shall prevail and the vote by ballotshall be treated as invalid.
I. The voting rights of Members shall be in proportionto the shares held by them on the paid-up equityshare capital of the company as on Thursday, August13, 2015 and as per the Register of Members of theCompany.
J. The Company has appointed M/s. Surender Kumar Jain& Associates, Chartered Accountants (FRN - 004766N)as Scrutinizer for conducting the remote e-voting andvoting process at the AGM in a fair and transparentmanner.
K. The Scrutinizer shall immediately after counting thevotes cast in the Annual General Meeting, unblock thevotes cast through e-voting in the presence of at leasttwo (2) witnesses not in the employment of the Companyand make, not later than three days of conclusion ofthe meeting, a consolidated Scrutinizer’s Report of thetotal votes cast in favour or against, if any, and submitthe same forthwith to the Chairman of the Company ora person authorized by him in writing who shallcountersign the same.
L. The Results shall be declared on or after theAGM of the Company. The Results declaredalongwith the consolidated Scrutinizer’s
Report shall be placed on the Company’s website
www.fresenius-kabi-oncology.com and on the CDSL
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NOTICE
website www.cdslindia.com immediately after the result
declared by the Chairman or by a person authorized by
him in writing.
M. The resolutions will be deemed to be passed on the
AGM date subject to receipt of requisite number of
votes in favour of the resolutions.
EXPLANATORY STATEMENT IN RESPECT OF THE
SPECIAL BUSINESSES PURSUANT TO THE PROVISIONS
OF SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 4 & 5 - Appointment of Ms. Maria Gobbi as the
Director & Managing Director
The Board of Directors of the Company had appointed
Ms. Maria Gobbi, as an Additional Director at its meeting
held on November 13, 2014, pursuant to the provisions of
section 161(1) & other applicable provisions of the Companies
Act, 2013, read with article 117 of the Article of Association
of the Company. Ms. Maria Gobbi holds office only upto the
date of the ensuing Annual General Meeting.
The Company has received a notice under section 160 of the
Companies Act, 2013 from a member proposing the
candidature of Ms. Maria Gobbi as a Director of the Company
not liable to retire by rotation.
In a recent development, Mr. Peter F. Nilsson, the current
Managing Director of the Company resigned from the
position of the Managing Director w.e.f. June 30, 2015
and the Board of Directors, in its meeting held on May 7,
2015, appointed Ms. Maria Gobbi, as the new Managing
Director of the Company w.e.f. July 1, 2015 for a tenure
of 3 years, subject to approval of shareholders and
Central Government. The proposal has also been
reviewed and recommended by the Nomination and
Remuneration Committee of the Company in its meeting
dated May 7, 2015.
Brief profile and justification for choosing Ms. Maria Gobbi
as the new Managing Director
Ms. Maria Gobbi was born on April 10, 1961 in Piacenza,
Italy. She obtained her degree in “Chemical Engineering”
from the University of Politecnico, Milan, Italy in year 1984.
In the beginning of 1980s, she started her professional
career with Montedison Group, a well-recognized
company in the global market for Anti-Infectives and
Oncology APIs.
In her professional career, she has handled many critical
assignments related to accessing new markets,
diversifying the customer’s portfolio, optimizing the
manufacturing set-up, driving the company to the FDA
approved status etc. She has also been playing a key
role in the restart plan of Kalyani API plant of the
Company.
Considering Ms. Gobbi’s qualification, international
experience and her current association with the Company,
the Board firmly believes that the appointment of Ms. Maria
Gobbi as the new Managing Director of the Company will be
in the interest of the Company.
Central Government approval
Since Ms. Maria Gobbi is not a resident of India in terms of
clause (e), Part – I, Schedule - V of the Companies Act, 2013,
the Company is also required to obtain the approval of
Central Government for her appointment.
Payment of remuneration in view of losses suffered by
the Company
As informed in the last year’s annual report, the Company
has been incurring losses due to disruption of production
at Company’s API plant at Kalyani (West Bengal) post an
inspection conducted by the U.S. Food and Drug
Administration (US-FDA) and their adverse observations
regarding GMP non-conformities in relation to
manufacturing, documentation practices and product
testing.
The Company has been taking remedial measures at Kalyani
for again making it compliant with the US FDA requirements.
As a result of substantial cost incurred during the
implementation of the aforementioned remedial measures
at Kalyani, the Company has been incurring losses since
FY 2013-14.
In view of the losses incurred by the Company during
financial year 2014-15 and in terms of the provisions of
Section 196, 197, 198, any other applicable provisions,
read with Schedule V of the Companies Act, 2013 and the
rules made thereunder, a Special Resolution is required
to be passed at General Meeting of the members for
payment of managerial remuneration. Therefore, consent
of members by way of a Special Resolution is sought for
payment of remuneration to Ms. Maria Gobbi as minimum
remuneration during her tenure with the Company as
Managing Director until the Company is able to earn
adequate profits. This proposal has already been approved
by the Nomination and Remuneration Committee and
Board of Directors, in its meeting held on May 7, 2015.
In terms of the provisions of Section - II of Part - II of
Schedule - V of the Companies Act, 2013, read with applicable
rules made thereunder, a statement of information is given
below:
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NOTICE
INFORMATION ABOUT THE APPOINTEE:
1. Background Details Ms. Maria Gobbi was born on April 10, 1961 in Piacenza, Italy. She obtained her degree
in “Chemical Engineering” from the University of Politecnico, Milan, Italy in year
1984. In the beginning of 1980s, she started her professional career with Montedison
Group, a well-recognized Company in the global market for Anti-Infectives and
Oncology APIs.
In her professional career, she has handled many critical assignments related to
accessing new markets, diversifying the customer’s portfolio, optimizing the
manufacturing set-up, driving the Company to the FDA approved status etc. She has
been also playing a key role in the restart plan at Kalyani Plant of the Company. She
is also serving as Managing Director of Fresenius Kabi Anti-Infectives
and also acting as a Board Member at Fresenius Kabi Italy.
2. Past Remuneration INR 2,44,90,172/- per annum
3. Recognition or awards Nil
4. Job Profile and her suitability Job Profile:
• Responsible for overall management of the Company,
• Driving force for overall growth of the Company.
Suitability:
She has adequate qualification and experience in the pharmaceutical industry.Considering her technical & professional experience and long association withFresenius Group, she will be a fit person to lead the Company in these turbulencetimes.
5 Remuneration proposed A. Basic Salary
In the scale of INR 25,00,000/- to INR 50,00,000/- per annum with authority to theBoard to fix her salary within the scale from time to time. The annual or otherincrement will be merit based and take into account her performance.
B. Performance linked incentive
As per rules of the Company and approved by the Board of Directors from time to
time.
C. Perquisites & Allowances
In addition to the prescribed salary and performance linked incentives, Ms. MariaGobbi will also be entitled to perquisites and allowances like furnished accommodationor house rent allowance in lieu thereof, house maintenance allowance, including
GENERAL INFORMATION:
1. Nature of Industry Pharmaceuticals
2. Date of commencement of March 26, 2003commercial production
3. Not applicable
4. Financial performancebased on given indicators
5. Foreign investments orcollaborations, if any
• Total revenue increased from INR 41,671.43 lacs in fy 2013-14 to INR 47,212.77 lacs
in fy 2014-15.
• Profit before tax (before extraordinary items) stands at a loss of INR 15,425.36
lacs during fy 2014-15.
• Total Export Earning is INR 40,036.26 lacs during fy 2014-15.
Approx. 97.05% of the total paid-up share capital is held by Fresenius Kabi (Singapore)Pte Ltd.
In case of new companies,expected date ofcommencement of activitiesas per project approved byfinancial institutionsappearing in the prospectus
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NOTICE
electricity, water, gas etc., home location travel for herself, contribution to PF,payment of gratuity and such other perquisites and allowances in accordance withthe rules of the Company or as may be agreed by the Board with Ms. Maria Gobbi;such perquisites and allowances will be subject to 200% of the basic salary.
For the purpose of calculating the above ceiling, perquisites and allowances shall beevaluated as per Income Tax Rules, wherever applicable. In the absence of any suchrules, perquisites and allowances shall be evaluated at actual cost.
Provisions for use of the Company’s car for official duties and telephone at residenceand mobile (including payment of local calls and long distance official calls) shall notbe included in the computation of perquisites and allowances for the purpose ofcalculating the said ceiling.
Minimum Remuneration
The above remuneration shall be paid as minimum remuneration to Ms. Maria Gobbi,in the event of absence or inadequacy of profit in any year during the tenure of herappointment. The terms and conditions of appointment and remuneration givenherein be altered, varied and increased from time to time by the Board of Directorsof the Company as it may, at its discretion deem fit, in such manner as may bepermitted in accordance with the provisions of the Companies Act, 2013, read withschedule V (including any statutory modification or re-enactment thereof for thetime being in force), or any amendments made thereto from time to time.
6. Comparative remuneration The proposed remuneration is comparable and competitive, considering the Industry,profile with respect to the managerial position and the credentials of the Managing Director of the Company.industry, size of theCompany, profile ofthe position and person
7. Pecuniary relationship directly Noneor indirectly with theCompany or relationshipwith the managerialpersonnel, if any
OTHER INFORMATION:
1. Reasons of loss or • During a routine inspection conducted by the U.S. Food and Drug Administrationinadeguate profits at the Company’s API plant located at Kalyani, the U.S. Food and Drug
Administration made certain observations relating to GMP non-conformitiesin relation to manufacturing, documentation practices and product testing.The Company took immediate steps to implement remedial measures and hadvoluntarily put the production on hold in February, 2013 on temporary basis.The production at Kalyani was restarted in a phased manner in the month ofJuly 2013.
• However, due to disruption of production and as a result of substantial costincurred during the implementation of the aforementioned remedial measures atKalyani, the Company has been incurring losses since FY 2013-14.
2. Steps taken or proposed • The Company is taking all effective steps to ensure to comply with all the FDAto be taken for improvement norms in the future.
• The Company is making sure that we not only satisfy the immediate actionsagreed with FDA but also ensuring that such situations do not arise in the future.
• For the Company, immediate priority work is to get the Kalyani (West Bengal) sitereapproved by FDA for supplies of its products in USA.
3. Expected increase in • As per the future plans of the Company, the productivity is expected productivity and profits in to be normalized in next one-two years and as per the current scheme of things,measurable terms the Company should again be profitable within two - three financial years.
DISCLOSURES:
1. Remuneration package Please refer clause 5 of “Information about the appointee” section above.of the managerial person
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NOTICE
Ms. Maria Gobbi does not hold any share in the company.
Except Ms. Maria Gobbi, being an appointee, none of theDirectors and Key Managerial Personnel of the Company andtheir relatives is concerned or interested, financially orotherwise, in the said resolutions set out at Item No. 4 & 5 ofthe accompanying Notice.
The Board of Directors recommend the Ordinary Resolutionset out at Item No. 4 and Special Resolution set out at ItemNo. 5 of the Notice for approval by the Members.
Item No. 6 & 7 - Appointment of Mr. Nikhil Kulshreshtha
as a Director & Whole-Time Director with the designation
of “Director & Secretary”
The Board of Directors of the Company appointed Mr. NikhilKulshreshtha, as an Additional Director w.e.f. July 1, 2015 atits meeting held on May 7, 2015 pursuant to the provisionsof Section 161(1) of the Companies Act, 2013 read with Article117 of the Article of Association of the Company. Accordingly,Mr. Nikhil Kulshreshtha will hold office only upto the dateof the ensuing Annual General Meeting.
The Company has received a notice under section 160 of theCompanies Act, 2013 from a member proposing thecandidature of Mr. Nikhil Kulshreshtha as a Director of theCompany not liable to retire by rotation.
The Board of Directors, in its meeting held on May 7, 2015,also appointed Mr. Kulshreshtha as a Whole-Time Directorwith the designation of “Director & Secretary” w.e.f.July 1, 2015 for a tenure of 3 years, subject to approval ofshareholders. The proposal has also been reviewed andrecommended by the Nomination and RemunerationCommittee of the Company in its meeting dated May 7,2015.
Brief profile and justification for choosing Mr. Nikhil
Kulshreshtha as the Whole-Time Director
Mr. Nikhil Kulshreshtha is a member of the Institute ofCompany Secretaries of India (ICSI). Currently, he is holdingthe position of EVP-GRC & Company Secretary andresponsible for Legal, Compliances, Secretarial, InternalAudit and Administration functions of the Company. He hasbeen associated with the Company since July, 2007.
Mr. Nikhil Kulshreshtha has overall professional experienceof approx. 25 years and during this period, he has worked in
different capacities with large Indian conglomerates likeBharti Airtel, HCL and DLF group companies, handlingSecretarial, Legal, Commercial, Accounts and Administrativefunctions.
In his professional career he has obtained extensive handson experience in handling Mergers & Acquisition, Legal duediligence, Integration, IPO’s & ESOP formulation andStatutory Compliances etc.
His diversified and enriched experience and knowledge willhelp the management to handle the day to day affairs ofthe company in an efficient and professional manner.
Payment of remuneration in view of losses suffered by
the Company
As informed in the last year’s Annual Report, the Companyhas been incurring losses due to disruption of production atCompany’s API plant at Kalyani (West Bengal) post aninspection conducted by the U.S. Food and Drug Administration(US-FDA) and their adverse observations regarding GMP non-conformities in relation to manufacturing, documentationpractices and product testing.
The Company has been taking remedial measures at Kalyanifor again making it compliant with the US FDA requirements.As a result of substantial cost incurred during theimplementation of the aforementioned remedial measures atKalyani, the Company has been incurring losses since FY 2013-14.
In view of the losses incurred by the company during financialyear 2014-15 and in terms of the provisions of Section 196, 197,198, any other applicable provisions, read with Schedule V ofthe Companies Act, 2013 and the rules made thereunder, aSpecial Resolution is required to be passed at General Meetingof the members for payment of managerial remuneration.Therefore, consent of members by way of a Special Resolutionis sought for payment of remuneration to Mr. NikhilKulshreshtha as minimum remuneration during his tenure withthe company as a Whole-Time Director until the Company isable to earn adequate profits. This proposal has already beenapproved by the Nomination and Remuneration Committeeand Board of Directors, in its meeting held on May 7, 2015.
In terms of the provisions of Section-II of Part-II of Schedule-Vof the Companies Act, 2013, read with applicable rules madethereunder, a statement of information is given below:
GENERAL INFORMATION:
1. Nature of Industry Pharmaceuticals
2. Date of commencement of March 26, 2003commercial production
3. In case of new companies, Not applicableexpected date ofcommencement of activitiesas per project approved byfinancial institutionsappearing in the prospectus
4. Financial performance • Total revenue increased from INR 41,671.43 lacs in fy 2013-14 to INR 47,212.77
based on given indicators lacs in fy 2014-15.
• Profit before tax (before extraordinary items) stands at a loss of INR 15,425.36
lacs during fy 2014-15.
• Total Export Earning is INR 40,036.26 lacs during fy 2014-15.
5. Foreign investments or Approx. 97.05% of the total paid-up share capital is held by Fresenius Kabi
collaborations, if any (Singapore) Pte. Ltd.
9
NOTICE
INFORMATION ABOUT THE APPOINTEE:
1. Background Details Mr. Nikhil Kulshreshtha was born on April 16, 1967 in New Delhi, India.
He is a member of the Institute of Company Secretaries of India (ICSI). He has alsoattended management and leadership programs from national and internationalmanagement institutions like IIM (Ahmedabad) and NUS, Singapore. He has beenassociated with the Company since year 2007. Presently, he is holding the positionof EVP-GRC & Company Secretary and responsible for Legal, Compliances, Secretarial,Internal Audit and Administration functions of the Company.
Mr. Kulshreshtha has overall professional experience of approx. 25 years and duringthis period, he has worked in different capacities with large Indian conglomerateslike Bharti Airtel, HCL and DLF group companies handling Secretarial, Legal,Commercial, Accounts and Administrative functions.
2. Past Remuneration INR 76,04,452/- per annum
3. Recognition or awards None
4. Job Profile and his suitability Job Profile:
• Responsible for Legal, Secretarial, Compliances, Internal Audit and Administrationdepartment of the Company,
• Responsible for overall legal administration of the Company.
Suitability:
He has adequate educational and professional experience for discharging the assignedresponsibility. Has already served the Company at Sr. management level and wellversed with its business, operations and management.
5 Remuneration proposed A. Basic Salary
In the scale of INR 45,00,000/- to INR 90,00,000/- per annum with authority to theBoard to fix his salary within the scale from time to time. The annual or otherincrement will be merit based and take into account his performance.
B. Performance linked incentive
As per rules of the Company and approved by the Board of Directors from time totime.
C. Perquisites & Allowances
In addition to the prescribed salary and performance linked incentives, Mr. NikhilKulshreshtha will also be entitled to perquisites and allowances like house rentallowance, children education allowance, leave travel and medical allowance,contribution to PF, payment of gratuity and such other perquisites and allowances inaccordance with the rules of the Company or as may be agreed by the Board withMr. Nikhil Kulshreshtha. Such perquisites and allowances will be subject to 200% ofthe basic salary.
For the purpose of calculating the above ceiling, perquisites and allowances shall beevaluated as per Income Tax Rules, wherever applicable. In the absence of any suchrules, perquisites and allowances shall be evaluated at actual cost.
Provisions for use of the Company’s car for official duties and telephone at residenceand mobile (including payment of local calls and long distance official calls) shall notbe included in the computation of perquisites and allowances for the purpose ofcalculating the said ceiling.
Minimum Remuneration
The above remuneration shall be paid as minimum remuneration to Mr. NikhilKulshreshtha, in the event of absence or inadequacy of profit in any year during thetenure of his appointment. The terms and conditions of appointment and remunerationgiven herein be altered, varied and increased from time to time by the Board ofDirectors of the Company as it may, at its discretion deem fit, in such manner as maybe permitted in accordance with the provisions of the Companies Act, 2013, read withschedule V (including any statutory modification or re-enactment thereof for thetime being in force), or any amendments made thereto from time to time.
10
NOTICE
6. Comparative remuneration The proposed remuneration is comparable and competitive, considering the industry,profile with respect to the managerial position and the credentials of the Director & Secretary of the Company.industry, size of theCompany, profile of theposition and person
7. Pecuniary relationship Nonedirectly or indirectly withthe Company or relationshipwith the managerialpersonnel, if any
OTHER INFORMATION:
1. Reasons of loss or During a routine inspection conducted by the U.S. Food and Drug Administration atinadequate profits the Company’s API plant located at Kalyani, the U.S. Food and Drug Administration
made certain observations relating to GMP non-conformities in relation tomanufacturing, documentation practices and product testing. The Company tookimmediate steps to implement remedial measures and had voluntarily put theproduction on hold in February, 2013 on temporary basis. The production at Kalyaniwas restarted in a phased manner in the month of July 2013.
However, due to disruption of production and as a result of substantial cost incurredduring the implementation of the aforementioned remedial measures at Kalyani, theCompany has been incurring losses since FY 2013-14.
2. Steps taken or proposed to • The Company is taking all effective steps to ensure to comply with all the FDA
be taken for improvement norms in the future.
• The Company is making sure that we not only satisfy the immediate actions
agreed with FDA but also ensuring that such situations do not arise in the future.
• For the Company, immediate priority work is to get the Kalyani (West Bengal) site
reapproved by FDA for supplies of its products in USA.
3. Expected increase in • As per the future plans of the Company, the productivity is expected to be normalized
productivity and profits in in next one - two years and
measurable terms • As per the current scheme of things, the Company should again be profitable from
next two - three financial years.
DISCLOSURES:
1. Remuneration package Please refer clause 5 of “Information about the appointee” section above.of the managerial person
Mr. Nikhil Kulshreshtha does not hold any share in the Company.
Except Mr. Nikhil Kulshreshtha, being an appointee, none of the Directors and Key Managerial Personnel of the Companyand their relatives is concerned or interested, financially or otherwise, in the said resolution set out at Item No. 6 & 7 of theaccompanying notice.
Taking into account his qualification, vast experience and long association with the Company, the Board of Directorsrecommends the Ordinary Resolution set out at Item No. 6 and Special Resolution set out at Item No. 7 of the notice forapproval by the members.
By Order of the Board of DirectorsFor Fresenius Kabi Oncology Limited
Sd/-Gurgaon Nikhil Kulshreshtha
May 7, 2015 EVP-GRC & Company Secretary
11
NOTICE
Full Name and address of the
Shareholder / Proxy Holder
(in block letters)
Joint Holder 1 (in Block Letters)
Joint Holder 2 (in Block Letters)
Folio No. / DP & Client ID*
No. of Shares Held
I hereby certify that I am a Shareholder / proxy for the Shareholder of the Company.
Signature of Shareholder/Proxy
I/We, hereby record my presence at the Twelfth Annual General Meeting of the Shareholders of Fresenius
Kabi Oncology Limited held at Thursday, August 20, 2015 at 10:00 A.M. at Air Force Auditorium, Subroto
Park, New Delhi-110 010.
Note: Shareholders attending the meeting in person or by proxy are requested to complete the attendance slip duly
signed in accordance with their specimen signature registered/recorded with the Company/Depository Participant
and handover at the entrance of the premise. Shareholders are also requested to bring their copy of Annual
Report. As a measure of economy, copies of Annual Report will not be distributed at the venue of the Annual
General Meeting.
* Applicable for shareholders holding shares in electronic form.
FRESENIUS KABI ONCOLOGY LIMITED
CIN: U24231DL2003PLC119441
Registered Office: B-310, Som Datt Chambers-I, Bhikaji Cama Place, New Delhi-110 066E-mail: [email protected] | Website: www.fresenius-kabi-oncology.com
Tel.: +91 11 26105570 | Fax: +91 11 26195965
12th Annual General Meeting – August 20, 2015
ATTENDANCE SLIP
12th Annual General Meeting – August 20, 2015
Name of the Shareholder(s):
Registered Address:
E-mail ID:
Folio No. / DP & Client ID:
I/We, being the Shareholder(s) of …………………………………. Shares of the above named Company, hereby appoint:
1. Name ......................................................................... Address ............................................................................................................................................................................................................................................................................................E-mail ID .................................................................. Signature ......................................................... or failing him/her
2. Name ......................................................................... Address ............................................................................................................................................................................................................................................................................................E-mail ID .................................................................. Signature ......................................................... or failing him/her
3. Name ......................................................................... Address ............................................................................................................................................................................................................................................................................................E-mail ID .................................................................. Signature ..........................................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 12th Annual General Meeting
of the Company, to be held on Thursday, August 20, 2015 at 10:00 A.M. at Air Force Auditorium, Subroto Park,
New Delhi-110010 and at any adjournment thereof in respect of such resolutions as are indicated below:
RESOLUTION NO. RESOLUTIONS
ORDINARY BUSINESS
1. To receive, consider and adopt the financial statement consisting of Balance Sheet as at 31st March 2015,
the statement of Profit and Loss, Cash Flow Statement for the year ended on that date together with thereports of the Auditors and Directors thereon.
2. To appoint a Director in place of Mr. Rakesh Bhargava (DIN: 00019822), who retires by rotation at this
Annual General Meeting and being eligible, offers himself for re-appointment.
3. To appoint Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their remuneration.
SPECIAL BUSINESS
4. Appointment of Ms. Maria Gobbi (DIN: 07005222) as a Director.
5. Appointment of Ms. Maria Gobbi (DIN: 07005222) as the Managing Director.
6. Appointment of Mr. Nikhil Kulshreshtha (DIN: 07178027) as a Director.
7. Appointment of Mr. Nikhil Kulshreshtha (DIN: 07178027) as the Whole Time Director with the designation
of “Director & Secretary”.
Signed this ....................................................... Day of ................................................................... 2015.
................................................ ..................................................................................
Signature of Shareholder(s) Signature of Proxy holder(s) (1)…...... (2)…......(3)…......
Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company, not less than 48 hours before the commencement of the Annual General Meeting.
2. Signature of Shareholder(s)/Proxy holder should be as per specimen registered/recorded with the Company/Depository Participant.
Affix Re.1/-RevenueStamp
Form No. MGT-11
PROXY FORM
FRESENIUS KABI ONCOLOGY LIMITED
CIN: U24231DL2003PLC119441Registered Office: B-310, Som Datt Chambers-I, Bhikaji Cama Place, New Delhi-110 066
E-mail: [email protected] | Website: www.fresenius-kabi-oncology.comTel.: +91 11 26105570 | Fax: +91 11 26195965
13
BUSINESS PERFORMANCE AND OPERATIONS
The year gone by was once again tough and testing, both in
terms of financial performance as well as the management’s
efforts in getting the Company back on growth and
profitability track. Despite the odds, the bright part was that
the Company’s operations started moving in the right
direction, gradually and steadily during the year.
Financial snapshots:
• Revenue increased from ` 41,671.43 lacs in
FY 2013-14 to ` 47,212.77 lacs in FY 2014-15, a positive
growth of ` 5,541.35 lacs (13%).
• Profit after Tax grew negatively from (` 11,135.40) lacs
in FY 2013-14 to (` 15,711.69) lacs in FY 2014-15, a
negative growth of (` 4,576.29) (41%). The increase in
loss was mainly on account of increased input cost and
substantial increase in extraordinary losses.
GLOBAL & DOMESTIC TRENDS IN ONCOLOGY
Cancer, with a death toll exceeding that of AIDS (Acquired
Immune Deficiency Syndrome), Tuberculosis and Malaria
collectively, accounted for 8.3 million deaths worldwide in
2013. With a steep rise in incidence of 469.6 per 100,000 in
the US alone, the Oncology market is poised to grow at a
substantial CAGR of around seven percent (7%) to
$ 109 billion by 2020.
Global cancer burden is expected to get nearly doubled to
reach more than 21 million cases by 2030. Owing to high unmet
needs, the Oncology market would continue to grow at a
higher than the industry average pace. The growth will be
driven by rising ageing population; hopping incidence rates;
expedited FDA approvals; booming urbanization; enhanced
diagnosis and rising adoption of combination therapies.
Conversely, exorbitant prices; limited reimbursement; high out-
of-pocket patient costs and lack of screening and awareness
in developing regions are the major restraints.
(Reference: Global Oncology Market - Trends, Forecast and Pipeline
Analysis, by ABMRG)
Oncology is forecasted to be the number one therapeutic
area for developed nations in terms of 2017 spending
estimates. Oncology is estimated to leading all other
therapeutic areas, even those associated with primary care.
Among pharmerging nations, Oncology is anticipated to be
the fourth-largest therapeutic area by 2017 spending
DIRECTORS’ REPORT
Dear Shareholders,
The Board presents below the report on the business and
operations of the Company for the financial year ended
31st March 2015.
FINANCIAL PERFORMANCE
Key aspects of Company’s financial performance for the
financial year ended 31st March 2015 are summarized below:
` in lacs
Particulars For the For the
year ended year ended
31st March 31st March
2015 2014
Turnover 47,212.77 41,671.43
(including other income)
Profit before Tax and (15,425.36) (11,081.44)
Extraordinary Item
Extraordinary Item - (1,244.42)
Profit before Tax (15,425.36) (12,325.86)
Less : Provision for
Taxation (Current) - -
Provision for Taxation
(Deferred) 286.33 (1,190.46)
Profit after Tax (15,711.69) (11,135.40)
Add : Balance of Profit/Loss
brought forward from
previous year (5,666.46) 5,468.94
Depreciation on the overaged
assets in terms of Sch. II of
The Companies Act, 2013 (151.32) NA
Total Loss (21,529.47) (5,666.46)
Appropriation to:
General Reserve - -
Balance carried over to the (21,529.47) (5,666.46)
Balance Sheet
DIVIDEND
In view of the losses incurred by the Company, the Board
regrets its inability to recommend any dividend payment for
the financial year ended March 31, 2015.
14
estimates and the largest specialty area, only falling behind
certain primary care therapeutic areas.
(Reference: Innovation in Cancer Care and Implications for Health
Systems: Global Oncology Trend Report, IMS Institute of Healthcare
Informatics Reports)
At domestic front, India accounts for 7.5 per cent of the
world’s total new cancer cases. China and the US are the
only two countries ahead of India in new cases (22 per cent
and 11 per cent incidence, respectively). World Health
Organization (WHO) has estimated that the cancer deaths
in India are projected to increase to 700,000 by 2015 and
cancer incidence is expected to rise five fold by 2025. As
per a report by Business Standard (A leading business
newspaper), from market perspective, Oncology presents a
significant business proposition for healthcare players. This
market is currently pegged at Rs 20,000 crores and is
estimated to reach around Rs 115,000 crores by 2021.
This growth is driven by increasing awareness; affordability;
increased diagnostic facilities; and emergence of corporate
hospitals; aggressive prescription trends; and availability of
best quality drugs locally at reasonable prices. Among the
key challenges currently faced by the industry, include
regulatory hurdles, like approvals for Oncology trial
procedures. However, the overall future of Oncology looks
promising, both at the home turf and worldwide.
KEY UPDATES
Driven by its mission of ‘Caring for Life’, the Company has left
no stone unturned in ensuring that it is able to provide highest
quality products for its end customers - chronically ill patients.
This passion and commitment towards excellence has been
evident in the Company’s relentless efforts at ensuring the
turn-around of its API manufacturing site in Kalyani (West
Bengal, India) and the first major leap in this direction is the
confirmation of cGMP certificates from TGA (Australia) and
MHRA (U.K.). This reinstates the confidence that we are on the
path with renewed energy for growth & success.
During the year, a US FDA inspection took place at Kalyani
Plant and the Company provided necessary updates, which
were sought. The Company has been in regular touch with
US FDA on the status of the actions taken as part of earlier
identified remedial measures, most of which have already
been implemented. The Company continues producing in full
swing for the US products as per the regulatory discretion
granted by the US FDA.
At the Finished Dosage Forms plants at Baddi (Himachal
Pradesh, India) and Nalagarh (Himachal Pradesh, India), all
the employees are working towards ensuring seamless
operations while maintaining unprecedented quality
standards. The site has cleared some significant facility
audits by Columbian and Indonesian authorities. Keeping its
promise of exceptional quality, the site also completed ISO
14001: 2004 and OSHAS 18001: 2007 successfully. Moving
towards technologically advanced and secure manufacturing
operations, the site is now equipped with CCTV centralization
and electronic man movement control for continuous
monitoring.
Fresenius Kabi Oncology Ltd. (FKOL) believes that
tomorrow’s innovative solutions are a result of today’s
research and development (R&D) efforts. Therefore the
Company has always understood the importance of investing
in its R&D capabilities and this includes the modern R&D
center at its Gurgaon location which can boast of housing
the cutting edge technology and instruments. And to
complement this, the R&D team has a unique repertoire of
skills to ensure development of high-quality and cost-
effective products.
Being in life-centric business, the quality and safety of our
products and services are vital to the Company’s business
model. Therefore, the Company strives to achieve excellence
in quality along the entire value chain. Automation of Quality
Management (QM) processes is being done in-line with
quality framework requirements and internal audits are
undertaken regularly, to keep the Company audit-ready at
all times, across all our facilities. A number of initiatives are
being taken in the area of Quality Automation to ensure
distinction in all spheres.
Motivated and committed employees are the greatest
strength for any Company. With this philosophy, Fresenius
Kabi Oncology Ltd. nurtures a work culture that encourages
the pursuit of excellence in a stimulating atmosphere that
bestows a sense of ownership among all. The Company has
a clear direction and agenda about building employee
capabilities. During 2014-15, the Company focused on various
leadership programs, training programs, employee
engagement and health & wellness initiatives, aimed at
overall development of our workforce. The Company also
provides growth opportunities for its employees through job
rotations, cross-geography & cross-function movements etc.
All these interventions are planned carefully and proactively
so that it is able to deliver highest value to the employees
as well as to the Company.
In line with its’ strategic direction, the Company continues
to focus on strengthening its Information Technology base,
and it shall continue to invest in new business applications
and information security initiatives.
15
The Company continues to lay emphasis on strong and
adequate internal audit system and internal financial control
systems within the organization.
The internal audit process follows a ‘risk-based approach’ in
planning and conducting audits, thus aligning the internal
audit focus with business objectives. The internal audit
objectives are achieved through an on-going extensive
review of majority of transactions in different areas.
Corrective measures and process improvements recommended
by the internal auditors are communicated to the Management
on a regular basis. Focus on implementation of the same is
enhanced through regular follow-ups and periodic updates to
the Management and the Audit Committee.
Initiatives taken to increase exports; Development of new
export markets for products and export plans:
The Company continues to play a lead role within the generic
Oncology space by consolidating its gains in leading markets
worldwide. Key strategic elements include portfolio extension
and management, product differentiation, gaining entry into
key institutions and new product development and speedy
roll-out.
‘Speed to market’, together with cost competitiveness
remains one of our key objectives with regard to product
development and product launch. This is being achieved
by close internal coordination among concerned
departments like Innovation & Development (I&D),
Intellectual Property, Medical Affairs, Regulatory Affairs
and others.
We have focussed on an increased number of ready-to-use
(RTU) injectable formulations that originally only existed as
Lyophilized Powders. This is in line with our strategy to
augment safety and convenience of our customers while
handling cytotoxics.
Experience gained in generic Oncology drug
manufacturing & marketing gives us the competitive
advantage for some of the core cytotoxics that are used
world-wide. While priority focus is always on roll-out of
products via complete backward integration, semi-
integrated options too are explored at times. This is to
ensure balance in our portfolio, time-to-develop and
market penetration, for encashing business opportunities
especially in first to launch cases.
The Company has a lead position within generic Oncology
space with new product launches especially in Latin America
& Asia Pacific countries in 2014. Examples are: Chile
(Bicalutamide), Guatemala (Etoposide and Oxaliplatin) and
Vietnam (Gemcitabine Lyo).
In 2014, Fresenius Kabi began registration of a number of
oral Oncology products, which are developed at FKOL. With
launches planned in coming years, principle focus is on
expanding our Oncology footprint in high growth market of
China.
In order to further strengthen the Company’s image among
the international Oncology societies, Fresenius Kabi continues
to take active part in various international conferences and
scientific meetings relevant to the field of Oncology.
Conference of the European Society for Medical Oncology
(ESMO) and European Association of Hospital Pharmacists
(EAHP) are two among other such knowledge platforms.
With all the aforementioned efforts, we expect to increase
our export earnings in near future.
Post Delisting Exit Offer (For Remaining Public
Shareholders)
All Public Shareholders of the Company who did not or were
not able to participate in the delisting process or who
unsuccessfully tendered their shares in the Reverse Book
Building process, were provided with an exit opportunity for
offering their shares to the promoters at the exit price during
a period of one year starting from the date of delisting (i.e.
January 10, 2014) of the shares of the Company from the
BSE and the NSE.
A separate exit offer letter in this regard was dispatched to
the remaining Public Shareholders and they were required
to submit the requisite documents to the Registrar to the
delisting offer within the stipulated time i.e. on or before
January 9, 2015.
The Offer was closed on January 9, 2015. Post closure of
this offer; following was the status of promoters and public
shareholding:
Status Fresenius Kabi Public Shareholders
(Singapore) Pte Ltd
Shares % Shares %
Before exit offer 145076555 91.69 13151100 8.31
Post exit offer 165232882 97.05 5014975 2.95
Total change 20156327* 5.36 (8136125) (5.36)
*Difference of 12020202 equity shares between increased
shareholding of promoters and reduced shareholding of
public is because of change in total no. of shares due to
allotment of 12020202 equity shares during the period to
the promoters by way of a preferential allotment. Please refer
next point on share capital for more clarity.
SHARE CAPITAL
On 13th November, 2014, the Company made an allotment
of 12020202 equity shares, at an issue price of ` 99 per
16
share (face value of Re. 1 and premium of ` 98), for an
aggregate consideration of ` 119 crores to Fresenius Kabi
(Singapore) Pte Ltd, the Promoter of the Company, on a
preferential basis.
Post this allotment, the paid up share capital of the Company
increased from ` 158,227,655 to ` 170,247,857 in comparison
to previous financial year 2013-14.
BOARD OF DIRECTORS
Resignations
1. Mr. Gerrit Steen
Mr. Gerrit Steen, Non-Executive Director of the Company
resigned from the Directorship of the Company w.e.f.
May 7, 2015, due to his professional pre-occupations and
resultant time constraints.
The Board placed on record its sincere appreciation towards
the valuable contribution and guidance provided by
Mr. Steen since Company’s acquisition by Fresenius Kabi.
2. Mr. Peter F. Nilsson
Mr. Peter F. Nilsson has tendered his regination from
the position of Managing Director w.e.f. June 30, 2015.
However, he will continue as a Non- Executive Director
of the Company after that date.
The Board placed on record its sincere appreciation towards
the valuable contribution made by Mr. Nilsson during his
tenure as the Managing Director of the Company.
Appointments
1. Ms. Maria Gobbi
Ms. Maria Gobbi was appointed as an Additional Director
of the Company under Women Director Category w.e.f.
November 13, 2014, in accordance with the provisions of
Section 161 of the Companies Act, 2013.
Ms. Maria Gobbi was also designated as the new
Managing Director of the Company w.e.f. July 1, 2015,
post resignation of Mr. Peter F. Nilsson as the Managing
Director for overseeing and managing the affairs of the
Company in an efficient and proper manner for a tenure
of three years subject to approval of the shareholders
and government authorities.
Brief Profile of Ms. Maria Gobbi
Ms. Maria Gobbi holds a degree in “Chemical
Engineering” from the University of Politecnico, Milan,
Italy. She has experience of three decades in
pharmaceutical industry at international level. In her
professional career, she has handled many critical
assignments related to accessing new markets,
diversifying customer’s portfolio, optimizing
manufacturing set-up, driving the companies toward FDA
approved status etc. She has been also playing a key
role in the revival plan for Kalyani facility of the Company.
The Company has received a notice under Section 160of the Companies Act, 2013 from a member proposingthe candidature of Ms. Maria Gobbi for appointment asDirector, in the ensuing Annual General Meeting. She iseligible for appointment as a Director and the Boardrecommends her appointment in the ensuing AnnualGeneral Meeting as a Director, not liable to retire byrotation & subsequently as the Managing Director for atenure of three years subject to approval of theshareholders and government authorities.
2. Mr. Nikhil Kulshreshtha
Mr. Nikhil Kulshreshtha, Company Secretary of theCompany, was appointed as an Additional Director w.e.f.July 1, 2015, in accordance with the provisions of Section161 of the Companies Act, 2013. He was re-designated asa Whole Time Director, not liable to retire by rotationand would be designated as “Director & Secretary” fora tenure of three years subject to approval of theshareholders.
Brief Profile of Mr. Nikhil Kulshreshtha
Mr. Nikhil Kulshreshtha is a member of the Institute ofCompany Secretaries of India (ICSI). He has also attendedmanagement and leadership programs from national andinternational management institutions like IIM(Ahmedabad), NUS, Singapore etc. He has beenassociated with the Company since the year 2007. Beforehis induction on the Board, he was holding the positionof EVP-GRC & Company Secretary and was responsiblefor Legal, Compliances, Secretarial, Internal Audit andAdministration functions of the Company.
Mr. Kulshreshtha has overall 25 years of professionalexperience. During this period, he has worked in differentcapacities with large Indian conglomerates like BhartiAirtel, HCL and DLF, handling secretarial, legal,commercial, accounts and administrative functions.
In his professional career, he has acquired extensivehands on experience in handling Mergers & Acquisition,Legal Due Diligence, Integration, IPO’s & ESOPformulation and Statutory Compliances etc.
The Company has received a notice under Section 160of the Companies Act, 2013 from a member proposingthe candidature of Mr. Kulshreshtha for appointment asDirector, in the ensuing Annual General Meeting. He iseligible for appointment as a Director and the Boardrecommends his appointment in the ensuing AnnualGeneral Meeting as the Whole Time Director not liableto retire by rotation for a tenure of three years w.e.f.July 1, 2015.
17
Director Retiring by Rotation
Mr. Rakesh Bhargava
In terms of provisions of Section 152 of the Companies Act,
2013, Mr. Rakesh Bhargava, Non-Executive Director of the
Company, would retire by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for
re-appointment.
Mr. Rakesh Bhargava holds a MBA from Indian Institute of
Management, Ahmedabad and a Bachelor of Technology
(Chemical Engineering) from Indian Institute of Technology,
Kanpur. He has more than three decades of overall
professional experience and almost two decades of rich
experience in the pharmaceutical industry. Mr. Rakesh
Bhargava has been associated with the Company since year
2008 as a Non-Executive Director. The Board of Directors
recommends his re-appointment as a Director liable to retire
by rotation.
Key Managerial Personnel
Chief Financial Officer (CFO)
Ms. Madelene Karvin resigned from the position of CFO w.e.f.
September 9, 2014 and Ms. Shefali Khaladkar was appointed
as the new CFO w.e.f. March 1, 2015.
STATUTORY AUDITORS
The Statutory Auditors of the Company, M/s G. Basu & Co.,
Chartered Accountants retire at the conclusion of the
ensuing Annual General Meeting of the Company. They have
confirmed their willingness and eligibility for re-appointment
for the FY 2015-16. They have also confirmed
that their re-appointment, if made, will be within the
limits prescribed under section 141(3)(g) of the Companies
Act, 2013. The Board of Directors of the Company
recommends their re-appointment for the FY 2015-16.
AUDITOR’S REPORT
The Board has duly examined the Statutory Auditor’s report
to the accounts and clarifications, wherever necessary, have
been included in the Notes to Accounts section of the Annual
Report.
FIXED DEPOSITS
The Company has not invited/accepted any Fixed Deposits
during the year under review. Consequently, no amount of
principal or interest on fixed deposits was outstanding on
the Balance Sheet date.
COMMITTEES OF THE BOARD
In terms of the provisions of the Companies Act, 2013, read
with rules made thereunder, the Company has constituted
following Committees:
a) Audit Committee
In terms of the provisions of Section 177 and other
applicable provisions of the Companies Act, 2013, read
with rules made thereunder, the Company has
constituted an Audit Committee of Directors.
The composition of the Audit Committee during the
FY 2014-15 is given below:
Member Director Category Status
Mr. Dilip G. Shah Non-Executive Chairman
(Independent)
Mr. Gerrit Steen Non-Executive Member
Mr. Rajiv Lochan Jain Non-Executive Member
(Independent)
The role and terms of reference of the Audit Committee
covers the areas mentioned in Section 177 of the
Companies Act, 2013, besides other matters as may be
referred by the Board of Directors.
b) Stakeholders’ Relationship Committee
In terms of the provisions of Section 178 and other
applicable provisions of the Companies Act, 2013, read
with rules made thereunder, the Company has
constituted a Stakeholders’ Relationship Committee of
Directors.
The composition of the Stakeholders’ Relationship
Committee during FY 2014-15 is given below:
Member Director Category Status
Mr. Rakesh Bhargava Non- Executive Chairman
Mr. Peter F Nilsson Managing
Director Member
Mr. Dilip G. Shah Non-Executive
(Independent) Member
The Stakeholders’ Relationship Committee is empowered
to perform all the functions of the Board in relation to
resolving of the Shareholders’ Grievances. It primarily
focuses on:
• Review of investors’ complaints and their redressal;
• Review and approval of the queries/requests
received from the investors/shareholders.
c) Nomination and Remuneration Committee:
In terms of the provisions of Section 178 and other
applicable provisions of the Companies Act, 2013, read
with rules made thereunder, the Company has constituted
a Nomination and Remuneration Committee of Directors.
18
The composition of the Nomination and Remuneration
Committee during FY 2014-15 is given below:
Member Director Category Status
Dr. Michael Schonhofen Non-Executive Chairman
Mr. Dilip G. Shah Non-Executive Member
(Independent)
Mr. Rajiv Lochan Jain Non-Executive Member
(Independent)
The role and terms of reference of the Nomination and
Remuneration Committee cover the areas mentioned in
Section 178 of the Companies Act, 2013, besides other
matters as may be referred by the Board of Directors.
The Committee has also prepared a policy named
“Appointment, Remuneration and Evaluation Policy” for
Directors, Key Managerial Personnel (KMPs) and Sr.
Management Personnel in terms of the requirements of
Section 178 of the Companies Act, 2013. A copy of the
policy is attached as Annexure – I of this report.
d) Corporate Social Responsibility (CSR) Committee
In terms of the provisions of Section 135 and other
applicable provisions of the Companies Act, 2013, read
with rules made thereunder, the Company has
constituted a CSR Committee.
Composition of the CSR Committee during FY 2014-15 is
given below:
Member Director Category Status
Mr. Peter F. Nilsson Managing Chairman
Director
Mr. Rakesh Bhargava Non-Executive Member
Mr. Rajiv Lochan Jain Non-Executive Member
(Independent)
The Committee has also prepared a “CSR Policy” in
terms of the requirements of Section 135 of the
Companies Act, 2013.
The content of the CSR policy along with the CSR
projects undertaken along with expenses incurred during
the FY 2014-15 thereon is provided as Annexure – II of
this report.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and “The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014”, the
Company has appointed M/s Kiran Sharma & Co, a firm of
Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is
annexed as Annexure - III of this report and it does not
contain any qualification, reservation or adverse remark.
COST AUDIT
In terms of the exemption granted under the provisions of
Companies Act, 2013, read with Companies (Cost records and
audit) Rules, 2014, as amended from time to time, the
Company is no more required to get its cost records audited
by the Cost Auditors. Accordingly, the Cost records of the
Company for FY 2014-15, have not been audited by the Cost
Auditors.
VIGIL MECHANISM
In terms of the requirements of the Companies Act, 2013, a
Vigil Mechanism has been established under the supervision
of the Audit Committee of the Company. A dedicated process
and reporting mechanism has been devised under the Vigil
Mechanism Policy, formulated and implemented for this
purpose.
For prompt and judicious redressal of the grievances /
complaints of the employees and Directors of the Company,
a nodal officer has also been designated for acting as a link
between Audit Committee and the complainant(s).
Under this policy, the Nodal Officer is also required to:
• Provide a quarterly update about the grievances/
complaints received from employees and Directors of
the Company and redressal thereof and
• Ensure access of the Audit Committee Chairman to the
concerned employee/Director of the Company in
exceptional cases.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has formed an Internal Complaints Committee
(ICC) where employees can register their complaints against
sexual harassment. This is supported by the Sexual Harassment
Policy which ensures a free and fair enquiry process.
During the year ended March 31, 2015, the ICC did not
receive any complaint pertaining to sexual harassment at
workplace.
General Body Meetings
The last three Annual General Meetings were held as under:
Financial Location Date Time
Year
2011 – 12 Air Force Auditorium, August 9, 2012 4:00 P.M.
Subroto Park, New Delhi
2012 – 13 Air Force Auditorium, August 8, 2013 4:00 P.M.
Subroto Park, New Delhi
2013 – 14 Air Force Auditorium, July 17, 2014 4:00 P.M.
Subroto Park, New Delhi
19
It is proposed to hold the Twelfth Annual General Meeting of
the Company for approval of the Annual Accounts for
FY 2014 – 15 and other matters on Thursday, August 20, 2015
at 10.00 AM at Air Force Auditorium, Subroto Park,
New Delhi-110 010.
The shareholders are requested to refer to the Notice of the
Annual General Meeting for the detailed agenda and program.
Registrar and Transfer Agent (RTA):
Keeping in view the need to provide more prompt and
professional services to it’s shareholders, the Company
changed its Registrar & Share Transfer Agents from MCS
Limited to Link Intime India Private Limited w.e.f. April 1, 2015.
A public notice in this regard was published in the newspapers
namely “The Financial Express” (English, all India editions)
and “Jansatta” (Hindi, Delhi Edition) on April 10, 2015, informing
the general public and shareholders about the aforementioned
change. The details of new RTA are given below:
For share transfer / dematerialization of shares,
payment of dividend and any other query relating to
the shares of the Company
Link Intime India Private Limited,
Registrar and Share Transfer Agent,
44, Community Centre, 2nd Floor,
Naraina Industrial Area, Phase – I,
Near PVR Naraina, New Delhi – 110 028
Tel No.: +91 11 41410592-94 Email: [email protected]
Website: www.linkeintime.co.in
Address for Correspondence:
For queries of Analysts, FIIs, Institutions, Mutual
Funds, Banks and Investors assistance
Mr. Nikhil Kulshreshtha,
EVP- GRC & Company Secretary
Fresenius Kabi Oncology Limited,
Echelon Institutional Area, Plot No–11, Sector-32,
Gurgaon-122001, Haryana, India, Tel No. +91 124 488 5000
Email: [email protected]
Transfer of Unpaid Dividend to (Investor Education and
Protection Fund) IEPF
In terms of Section 205C of the Companies Act, 1956, read
with the Investor Education and Protection Fund (Awareness
and Protection of Investor) Rules, 2001, during the year
ended March 31, 2015, there is no fund outstanding and
required to be deposited to the Investors Education and
Protection Fund (IEPF).
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134 (3) (c) of the
Companies Act, 2013, it is hereby confirmed that:
(a) in the preparation of annual accounts, the applicable
accounting standards have been followed;
(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 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 have prepared the annual accounts on a
going concern basis;
(e) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating
effectively.
ANNEXURES TO THE DIRECTORS’ REPORT (In addition
to Annexures mentioned in earlier parts)
In terms of the requirements of Section 134(3) of the
Companies Act, 2013, following documents have also been
annexed to the Directors’ Report:
1. In terms of sub section (1) of Section 178 of the
Companies Act, 2013, Company’s policy on Directors’
appointment and remuneration, including criteria for
determining qualifications, positive attributes,
independence of Directors and other matters provided
under sub section (3) of Section 178. (Annexure – I)
2. Detail about the policy formulated and implemented by
the Company on Corporate Social Responsibility
initiatives taken during the year. (Annexure – II)
3. Secretarial Audit Report for FY 2014-15. (Annexure – III)
4. No. of Meetings of the Board of Directotrs. (Annexure – IV)
5. Statement on declaration given by the Independent
Directors under sub section (6) of Section 149.
(Annexure – V)
6. Particulars of loans, guarantees or investments under
Section 186: No such transaction during the year.
7. Particulars of contracts or arrangements with related
parties referred to in sub section (1) of Section 188: No
such transaction during the year.
8. Conservation of energy, technology absorption and
foreign exchange earnings and outgo. (Annexure – VI)
20
9. A statement indicating development and implementation
of a risk management policy for the Company including
identification therein of elements of risk, if any, which
in the opinion of the Board may threaten the existence
of the Company. (Annexure – VII)
10. The details in respect of adequacy of internal financial
controls with reference to the Financial Statements.
(Annexure – VIII)
11. Extracts of the Annual Return as provided under sub
section (3) of Section 92. (Annexure – IX)
ACKNOWLEDGEMENT / APPRECIATION
The Directors thank their customers, vendors, investors and
bankers for their continued support during the year. They
place on record its appreciation towards the contribution
made by the employees at all levels. Our consistent growth
was made possible by their hard work, solidarity, cooperation
and support.
The Directors also thank the Government of India,
particularly the Ministry of Corporate Affairs, Department
of Pharmaceuticals, the Customs and Excise Departments,
the Income Tax Department, the Ministry of Commerce, the
Ministry of Finance, the Reserve Bank of India and other
Government agencies for their support and look forward to
their continued support in the future.
For and on behalf of the Board of Directors
Sd/-
Gurgaon Peter F. Nilsson
May 7, 2015 Chairman
21
Annexure – I
NOMINATION, REMUNERATION AND EVALUATION
POLICY
This Policy is in compliance with Section 178 of the
Companies Act, 2013, read with applicable rules made
thereunder.
This Nomination, Remuneration and Evaluation Policy (the
“Policy”) applies to the Board of Directors (the “Board”), Key
Managerial Personnel (the “KMP”) and the Senior Management
Personnel of Fresenius Kabi Oncology Limited (FKOL).
Definition
a) Nomination and Remuneration Committee (NRC): It
means a Committee of Directors constituted under the
requirements of Companies Act, 2013, read with rules
made thereunder.
b) “Key Managerial Personnel (KMP): KMP means and
includes:
(i) the Chief Executive Officer or the Managing Director
or the Manager;
(ii) the Company Secretary;
(iii) the Whole-Time Director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed;
c) “Senior Management Personnel” (SMP):
The expression ‘‘Senior Management’’ means personnel
of the Company who are members of its core
management team excluding Board of Directors,
comprising all members of management one level below
the Executive Directors, including the functional heads.
1. Objective
The Nomination and Remuneration Committee shall
provide a policy framework for:
a) Identifying persons who are qualified to become Directors
and who may be appointed in senior management in
accordance with the criteria laid down, recommend to
the Board for their appointment and removal;
b) Carrying out evaluation of every Director’s performance;
c) Identifying the criteria for determining qualifications,
positive attributes and independence of a director;
d) Finalizing the remuneration for the Directors, Key
Managerial Personnel and Sr. Management Personnel;
e) Assessing the independence of Independent Directors; and
f) Such other key issues/matters as may be referred by
the Board or as may be necessary in view of the provision
of the Companies Act 2013 and Rules thereunder.
2. Accountability
The Board is ultimately responsible for the appointment
of Directors and Key Managerial Personnel.
However, the Board, in terms of requirements of
Companies Act, 2013 and rules made thereunder, has
delegated responsibility for assessing and selecting
the candidates for the role of Directors, Key
Managerial Personnel and the Senior Management of
the Company to the Nomination and Remuneration
Committee which makes nominations &
recommendations to the Board.
3. Appointment of Directors and KMPs/Senior Officials
a) Directors
Enhancing the competencies of the Board and providing
strategic inputs to the management of the Company
should be the main criteria/focus area while selecting
Directors of the Company.
The proposed person should be assessed against a range
of criteria which includes but not limited to:
Personality, Skills and Knowledge
• Knowledge and experience relevant to the business
of the Company;
• Understanding of and experience in performing his
roles and responsibilities;
• Independence of judgment;
• Qualification(s);
• Past performance and credentials.
Behavior & Conduct
• Ability to work individually as well as a member of
team;
• Ability to represent the Company;
• Interaction and relationship with the other members
of the Board, KMPs and key stakeholders;
• Board room conduct;
• Communication skills and
• Ethics and Values;
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22
Independence of Directors:
Independence of Directors shall be decided on the basisof criteria provided under the relevant provisions of theCompanies Act, 2013, read with rules made thereunder,and any modification/amendments done from time totime. A declaration of independence shall also be takenfrom the Independent Directors before their inductionon the Board of Directors.
b) KMP/Sr. Officials
KMP and Sr. Officials shall be identified by theCompany and informed to the Nomination andRemuneration Committee from time-to-time. Theirindividual job descriptions shall also be updated fromtime-to-time based on the business and legalrequirements.
4. Letters of Appointment
The Company will issue a formal letter of appointmentto each Director, KMP/Senior Officials which will, inter
alia, contain the terms of appointment and the roleassigned by the Company and get it accepted and signedby the concerned individual.
5. Remuneration of Directors, Key Managerial Personneland Senior Management
While fixing the remuneration, the guiding principleshould be that the level and composition ofremuneration should be reasonable and sufficient toattract, retain and motivate Directors, Key ManagementPersonnel and other senior officials.
The Directors, Key Management Personnel and othersenior official’s salary shall be based and determinedon the individual person’s responsibilities andperformance and in accordance with the limits asprescribed statutorily, if any.
Individual remuneration packages for Directors, KMPsand Senior Officials of the Company will be determinedtaking into account relevant factors, including but notlimited to:
• Qualification and experience,
• Level of engagement in the affairs of the Company,
• Market conditions,
• Financial and commercial health of the Company,
• Practice being followed in comparable Companies,
• Prevailing laws and government/other guidelines.
Remuneration Structure
a) Base Compensation (fixed salaries):
It should be competitive and reflective of theindividual’s role, responsibility and experience inrelation to performance of day-to-day activities,
usually reviewed on an annual basis; (includes salary,allowances and other statutory/non-statutorybenefits which are normal part of remunerationpackage in line with market practices).
b) Variable salary:
The NRC may in its discretion, structure any portionof remuneration to link rewards to corporate andindividual performance, fulfillment of specifiedimprovement targets or the attainment of certainfinancial or other objectives set in this regard.
c) Any other component /benefits as may berecommended by the management and approvedby the NRC Committee.
6. Evaluation/ Assessment of Directors:
The evaluation/assessment of the Directors is to beconducted on an annual basis. The following criteria mayassist in determining how effective the performancesof the Directors have been:
a) Vision and clarity of roles & responsibility:
The Individual Director should have awareness of
fiduciary and statutory requirements and a clearly
articulated vision. This includes clarity of role as a
member of the Board of the Company.
b) Board Processes:
The quality of board processes such as decision-
making (i.e. how directors ensure they are well
informed to be able to make the decisions in the
best interest of the Company and its stakeholders)
selection and induction etc.
c) Engagement with Management:
How well the board engages with the management
to ensure it is well supported and able to meet the
needs of its members.
d) Board dynamics:
At the heart are the board dynamics. It is the quality
of individual relationships and dialogues that
directly influences the quality of decision making
and relationships with key stakeholders.
e) Frequency of participation:
The Individual should make him /her available for
attending the Board meetings of the Company and
be available for providing his/her guidance and
support in case of need.
Evaluation on the aforesaid parameters will beconducted by the Independent Directors for each ofthe Executive/Non-Independent Directors and
23
Chairman of the Board in a separate meeting of theIndependent Directors.
The Executive Director/Non-Independent Directorsalong with the Independent Directors will evaluate/assess each of the Independent Directors on theaforesaid parameters. Only the IndependentDirector being evaluated will not participate in thesaid evaluation discussion.
Annexure – II
ANNUAL REPORT ON CSR ACTIVITIES (FY 2014-15)
1. A brief outline of the Company’s CSR Policy including
overview of projects or programs proposed to be
undertaken and a reference to the web-link to the CSR
Policy and projects or programs
A. A brief outline of the Company’s CSR Policy
We, at Fresenius Kabi Oncology Limited own socialresponsibilities with equal passion and commitment. Weleverage our expertise and resources in identifyingcommunity needs, take focused initiatives to addressthose needs and assess their impact. While we touchseveral lives in multiple ways, our CSR focus utmostremains on two main areas of education and health. Wehave engaged with the communities that surround ouroperations and have successfully completedinterventions like infrastructure development andconstruction of girls’ toilet in schools, scholarships formeritorious students, clean drinking water etc. as webelieve that these will help in improving health andeducation standards in schools. We have faith thatthrough such sustained efforts we will be successful intouching the lives around us.
B. Overview of Projects or programs proposed to be
undertaken under CSR Policy
Following general areas have been shortlisted for
carrying out CSR activities of the Company:
i. Promoting preventive health care and sanitation and
making available safe drinking water;
ii. Promoting education, including special education
and employment enhancing vocation skills
especially among children, women, elderly, and the
differently abled and livelihood enhancement
projects;
iii. Promoting gender equality; empowering women;
setting up homes and hostels for women and
orphans; setting up old age homes; day care
centers and such other facilities for senior
citizens and measures for reducing inequalities
faced by socially and economically backward
groups;
iv. Ensuring environmental sustainability, ecological
balance, protection of flora and fauna, animal
welfare, agro forestry, conservation of natural
resources and maintaining quality of soil, air and
water;
v. Contribution to the Prime Minister’s National Relief
Fund or any other fund set up by the Central
Government for socio-economic development and
relief and welfare of the Scheduled Castes, the
Scheduled Tribes, other backward classes, minorities
and women;
vi. Contributions or funds provided to technology
incubators located within academic institutions
which are approved by the Central Government.
C. Web link for CSR policy and projects or programs:
http://www.fresenius-kabi-oncology.com/userfiles/
Policy-on-the-Corporate-Social-Responsibility.pdf
2. The composition of the CSR Committee
Sr. Name (Designation Designation in
No. in the Board) the Committee
1. Mr. Peter F. Nilsson Chairman
Managing Director
2. Mr. Rakesh Bhargava Member
Non–Executive Director
3. Mr. Rajiv Lochan Jain Member
Non–Executive
(Independent Director)
3. Average Net Profit of the Company for last three
financial years
• INR 2905.95 lacs
4. Prescribed CSR expenditure i.e. 2% of average Net
Profit as mentioned at Item No. 3 above:
• INR 58.12 lacs
5. Details of CSR spend during the financial year:
a. Total amount to be spent for INR 58.12 lacs
the financial year
b. Amount unspent, if any INR 8.29 lacs
c. Manner in which the Details given
amount spent during the below
financial year
24
DETAILS OF AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR 2014-15
1 2 3 4 5 6 7 8 9 10
Sl. CSR Sector in Project or Amount Amount spent on Cumulative Amount Amount Justification forNo. project or which the programs outlay the projects or expenditure unspent / spent: unspent/overspent amount
activity project is (1) Local (budget) programs upto the (Overspent) Direct or during the financial yearidentified covered area or project Sub-heads: reporting through
other or period implementing(2) Specify programs agencythe State wise
and district Budgetwhere
projects orprograms
wereundertaken
(INR Direct Overh- (INR “000”) (INR “000”) (INR “000”)“000”) (INR head
“000”) (INR“000”)
1 Infrastructure Promotion 1. Local 1525 955 0 955 617 Direct
Development of Area
at Govt. Girls Education 2. Gurgaon,
Primary & Health Haryana
School,
Gurgaon
2 Donation to Health 1. Other 100 100 0 100 0 Rotary Club of
Rotary Club 2. Pune, Pune Central
Maharashtra Charity Trust,
Pune
3 Construction Social 1. Local area 750 757 0 757 -7 Direct
of Community Business 2. Dist. Solan,
Centre, Project HP
Kishanpura,
Baddi, Solan
4. Wooden Bench Promotion 1. Local area 300 282 0 282 18 Direct
for Govt. of 2. Dist. Solan
Primary Education HP
School Chanal
Majra, Baddi,
Solan
5 Infrastructure Promotion 1. Local Area 1140 1223 0 1223 -83 Direct
development of 2. Dist-Solan,
at Govt. Education H.P.
Primary
School at Vill.
Kishanpura
(Construction
of separate
Toilet for
girls
students and
provision of
urinals for
boys students
providing hand
washing facility,
and revamping
of drinking
water facility
1. INR 100 kept for maintenance of toilet
facilities developed by the Company. The
same will be spent during fy 2015-16
towards maintenance.
2. Remaining INR 517 including cost overrun
of INR 47 work was in progress. The same
has already been spent as on April 30,
2015. Overrun of INR 47 was taken from
the budget earmarked for Item no. 6.
1. Identified objective met.
2. Budgeted amount spent within the
financial year
1. Project implemented within financial
year.
2. Budgeted amount fully spent within the
financial year
1. Project implemented within financial
year,
2. Objectives achieved by spending less
than budgeted amount. The balance
amount was utilized under project
mentioned at item no. 5 below.
1. Project implemented within financial
year.
2. Expenditure exceeded the budgeted
cost by INR 83.
3. The same was adjusted from the balance
available from projects mentioned at
Item no. 4 (INR 18) and balance INR 65
adjusted from project mentioned at Item
no. 6
25
DETAILS OF AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR 2014-15
1 2 3 4 5 6 7 8 9 10
Sl. CSR Sector in Project or Amount Amount spent on Cumulative Amount Amount Justification forNo. project or which the programs outlay the projects or expenditure unspent / spent: unspent/overspent amount
activity project is (1) Local (budget) programs upto the (Overspent) Direct or during the financial yearidentified covered area or project Sub-heads: reporting through
other or period. implementing(2) Specify programs agencythe State wise
and district Budgetwhere
projects orprograms
wereundertaken
(INR Direct Overh- (INR “000”) (INR “000”) (INR “000”)“000”) (INR head
“000”) (INR“000”)
6 Travel & Skill Overhead Multiple 290 90 0 90 200 Direct
Development locations
7 Infrastructure Promo 1. Local Area 1017 1098 0 1098 -81 Direct
Development tional 2. Dist.-Nadia,
at Vijay Laksmi Education West Bengal
Netaji Hindi
Vidyalaya
8 Infrastructure Promotio- 1. Local Area 350 12 0 12 338 Direct
Development nal 2. Dist - Nadia,
in Respect of Education West Bengal
Construction
of Blind Girls
Toilet at
Paschim Banga
Andha Alok
Samity
9 Infrastructure Promotio- 1. Local Area 260 386 0 386 -126 Direct
Development in nal 2. Dist - Nadia,
Respect of Education West Bengal
Construction
of Girls Toilet
at Kalyani
Shikshayatan
School
10 Scholarships Promotio- 1. Local Area 80 80 0 80 0 Direct
to students nal 2. Dist - Nadia,
of Ghoshpara Education West Bengal
Saraswati
T.E.V. High
School
TOTAL 5812 4983 0 4983 829
6. Responsibility Statement
The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company is reproduced below:
‘The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.’
1. Project implemented within financial
year.
2. Unspent amount adjusted at project
mentioned at Item no. 1 (INR 47), Item
no. 5 (INR 65), Item no. 7 (INR 80) and
Item no. 9 (INR 8) totaling INR 200
1. Project implemented within financial
year.
2. Cost overrun due to increase in
estimated inputs, excess amount taken
from budget allocated and available at
Item 6 (INR 80)
1. Project implemented as on March 31,
2015.
2. Objectives achieved by spending less
than the budgeted amount.
3. Unspent amount was utilized under
project mentioned at Item no. 9 (INR
97).
1. Project implemented as on March 31,
2015.
2. Cost overrun was adjusted from Item no.
8 (INR 97) and Item no. 6 (INR 8).
3. There wasn’t any budget available after
adjustment. Hence, there was an
increase of INR 21 in the overall CSR
spending.
1. Project implemented as on March 31,
2015.
26
To,
The Members,
Fresenius Kabi Oncology Limited
I have conducted the Secretarial Audit of the compliance of
applicable statutory provisions and the adherence to good
corporate practices by Fresenius Kabi Oncology Limited
(hereinafter called the company). Secretarial Audit was
conducted in a manner that provided me a reasonable basis
for evaluating the corporate conducts/ statutory
compliances and expressing my opinion thereon.
Based on the verification of Fresenius Kabi Oncology
Limited’s books, documents, minute books, forms and returns
filed and other records maintained by the company and also
the information provided by the Company, its officers, agents
and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the
Company has, during the audit period covering the financial
year starting 1st April, 2014 to 31st March, 2015, complied with
the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter.
I have examined the books, documents, minute books, forms
and returns filed and other records maintained by Fresenius
Kabi Oncology Limited (“the Company”) for the financial year
starting from 1st April, 2014 to 31st March, 2015, mainly
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules
made thereunder;
(ii) Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to the extent
of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(iii) The Central Sales Tax Act, 1956;
(iv) Central Sales Tax (Registration & Turnover) Rules,
1957;
Annexure – III
SECRETARIAL AUDIT REPORT
FORM NO. MR -3
FOR THE FINANCIAL YEAR FROM 1ST APRIL, 2014 TO 31ST MARCH, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
(v) Central Excise Act, 1944 read with rules and
regulations;
(vi) Chapter V of the Finance Act, 1994 read with Rules;
(vii) The Employees Provident Funds And Miscellaneous
Provisions Act, 1952 along with the Central Scheme,
1952;
(viii) The Income Tax Act, 1961 read with rules;
(ix) Wealth Tax Act, 1957 read with rules;
(x) Equal Remuneration Act, 1976;
(xi) Factories Act, 1948;
(xii) Employers Liability Act, 1938;
(xiii) Indian Stamp Act, 1999;
(xiv) Industrial Dispute Act, 1947;
(xv) Environment Protection Act, 1986 and other
environmental laws;
(xvi) Maternity Benefits Act, 1961;
(xvii) Minimum Wages Act, 1948;
(xviii) Payment of Bonus Act, 1965;
(xix) Payment of Wages Act, 1936 and all other applicable
Labour laws;
(xx) Hazardous Wastes (Management and Handling)
Rules 1989 and Amendment Rules, 2003;
(xxi) The Drugs and Cosmetics Act, 1940 r/w The Drugs
and Cosmetics Rules, 1945 with applicable orders
including:
a) The Narcotic Drugs and Psychotropic
Substances (Regulation of Controlled
Substances) Order, 1993;
b) Drugs and Magic Remedies (Objectionable
Advertisements) Act, 1954 read with Rule 1955;
c) Drugs Pricing Control Order, 1995;
27
(xxii) Prevention of Food Adulteration Act, 1954 read with
rules made thereunder;
(xxiii) The Standards of Weights and Measures Act, 1976
read with The Standards of Weights and Measures
(Packaged Commodities) Rules, 1977;
(xxiv) The Electricity Act, 2003 read with Rules and
Regulations;
(xxv) Motor Vehicles Act, 1988 read with rules made
thereunder;
(xxvi) Legal Metrology Act, 2009, read with applicable
rules thereunder;
(xxvii) Indian Forest Act, 1927;
(xxviii) The Information Technology Act, 2000 read with
applicable rules made thereunder;
(xxix) Medicinal And Toilet Preparations Excise Duties Act,
1955 r/w Medicinal And Toilet Preparations Excise
Duties Rules, 1956;
(xxx) Customs Act, 1962, Customs Tariff Act, 1975 read
with Customs Rules and Regulations;
(xxxi) Research & Development Cess Act, 1986;
(xxxii) Industries Development and Regulation Act, 1951;
(xxxiii) The Depositories Act, 1996 read with the Securities
and Exchange Board of India (Depositories and
Participants) Regulations, 1996.
I have also examined compliance with the applicable clauses
of Secretarial Standards issued by The Institute of Company
Secretaries of India (ICSI).
During the year under review the Company has generally
complied with the applicable provisions of the Act, Rules,
Regulations, Guidelines, Standards etc. mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during
the period under review were carried out in compliance with
the provisions of the Act.
Adequate notice is given to all Directors to schedule the
Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance and a system exists for
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through while the dissenting
members’ views are captured and recorded as part of the
minutes.
I further report that there are adequate systems and
processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
I further report that during the audit period:
The company issued 12,020,202 equity shares of Re. 1.00
each at premium of Rs. 98.00 on 13th November, 2014 on
preferential basis involving an inflow of Rs. 118,99,99,998.00.
Accordingly, the paid up share capital of the company
increased by Rs. 12,020,202.00 during the year. The company
has complied with all the provisions of the Companies Act,
2013 with respect to this preferential allotment.
During the audit that there were no instances of:
a. Redemption/buyback of securities.
b. Major decisions taken by the members in pursuance to
Section 180 of the Companies Act, 2013.
c. Merger/amalgamation/reconstruction etc.
d. Foreign technical collaborations.
Place: New Delhi Kiran Sharma & Co.
Date: April 30, 2015 Company Secretaries
Sd/-
Kiran Sharma
Proprietor
FCS No.: 4942
C P No.: 3116
28
Annexure –IV
MEETINGS OF THE BOARD OF DIRECTOTRS:
The Board of Directors of the Company met four times during
FY 2014-15, the details are as below:
a) Quarter 1 (FY 2014-15) : May 7, 2014,
b) Quarter 2 (FY 2014-15) : July 17, 2014
c) Quarter 3 (FY 2014-15) : November 13, 2014
d) Quarter 4 (FY 2014-15) : February 11, 2015
Annexure –V
STATEMENT ON DECLARATION GIVEN BY THE
INDEPENDENT DIRECTORS UNDER SUB SECTION (6)
OF SECTION 149
Both the Independent Directors i.e. Mr. Dilip G. Shah and
Mr. Rajiv Lochan Jain provided their respective declaration
of Independence in the first Board Meeting of FY 2014-15,
held on May 7, 2014.
Annexure –VI
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
(A) CONSERVATION OF ENERGY
a. The steps taken and impact on conservation of energy:
• Controlled use of the air conditioning and elevator
usage in office area at Corporate Office Gurgaon &
Kalyani Plant.
• Utilization of treated effluent water for boiler after
passing through Reverse Osmosis system to
conserve water at Kalyani Plant.
• Timely switching of AHUs and lightings of Non Cyto
and Cyto OSD block at Kalyani Plant.
• 100% utilization of treated effluent water for
gardening at Baddi Plant & Nalagargh Plant.
• Utilization of treated effluent water for gardening
at Corporate Office Gurgaon.
• Utilization of treated effluent water in Urinal flushing
at Gurgaon.
b. The steps taken by the Company for utilising alternate
sources of energy:
The Company is in the process of evaluating different
options for utilising alternate sources of energy.
Appropriate steps for implementing these measures will
be taken in due course.
c. The capital investment on energy conservation
equipments:
Negligible
(B) TECHNOLOGY ABSORPTION
1. Efforts made towards technology absorption,adaptation and innovation:
• Formulation harmonization.
• Type-V DMF initiation for manufacturing site,facilities.
• Submissions of Regulatory dossiers as 505 (b) (2)application and Para IV filings.
2. Benefits derived as a result of the above efforts:
• Formulation harmonization will decrease thenumber of formulation variants for the sameproduct/formulation, which will reducemanufacturing complexities at the drug productmanufacturing site.
• Initiative for Type-V DMF will fasten the dossiercompilation process, by eliminating the need forrepetitive submission of facility information toFDA. This may be expected to shorten thedossier review timelines at the FDA.
• International Regulatory Filings and Approvals –Dosage Forms:
Markets New Filings NewApprovals
US 6 (01 NDA -and 05 ANDA)
EU 5 60
Emergingcountries 4 13
• Filing 505 (b) (2) application will result in adifferentiated product (slightly different from theinnovator). Although this route of application ismuch more expensive than a generic (505) (j)application, the approval times are much shorter.This would also have a marketing advantage in caseof change in formulation types, such as change froma lyophilised to a ready-to-use liquid injection.
3. Imported technology
In case of imported technology (imported during thelast 3 years, reckoned from the beginning of thefinancial year), following information may befurnished:
a) Technology Imported : Nil
b) Year of import : Not applicable
c) Has technology been fully absorbed : Notapplicable
29
d) If not fully absorbed, areas where this has not takenplace, reasons therefore and future plans of action:Not applicable
4. Expenditure on Research and Development (R&D):
The details of expenditure incurred by the Companyon R&D are as under:
Sr. Particulars Amount
No. (` in lacs)
a. Capital 431.42
b. Recurring 12,541.94
c. Total 12,973.36
d. Total R&D as a percentage 27.48%of total turnover
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange used and earned:
(` in lacs)
• Foreign Exchange Earnings : 40,036.26
• Foreign Exchange Outgo : 22,187.82
Annexure – VII
A STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF A RISK MANAGEMENT
POLICY FOR THE COMPANY INCLUDING
IDENTIFICATION THEREIN OF ELEMENTS OF RISK,
IF ANY, WHICH IN THE OPINION OF THE BOARD,
MAY THREATEN THE EXISTENCE OF THE COMPANY
In past, the Company had carried out a comprehensive
risk assessment exercise of the Organization and its
business. Based on that assessment, a risk policy has
been implemented under which risks are identified on
the basis of pre-identified criteria and the same is
evaluated by the Management on periodic basis. These
risks are also evaluated by the Board of Directors and
the Audit Committee, as the case may be, in its quarterly
meetings.
Based on Management’s feedback, appropriate actions
are taken for mitigating these risks. As of now, the
Company is not able to foresee any potential risks which
may threaten the existence of the Company.
However, considering the current regulatory, legal and
business environment the Company is evaluating the
proposal for again carrying out a Comprehensive
Risk Assessment exercise for identifying potential
risk areas, its assessment and related mitigation/
remedial actions.
Annexure – VIII
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has following systems and processes in place
so as to implement effective and robust internal financial
controls:
• Policies/Guidelines: Key policies are defined,
understood and enforced in the organization.
• Operating Procedures: Clearly defined, detailed and
harmonized procedures have been devised and
implemented across the organization.
• Technology: The Company has adopted and
implemented latest technology for managing its affairs
by way of using various softwares eg. SAP, SharePoint
etc. at various processes in its plants, I&D and Corporate
Office. Effective use of technology will help in
minimization of risks and timely detection of frauds/
malpractices in the organization.
• Behaviour: The culture of compliance with laid down
guidelines and procedures is evident through the
actions and behaviour of individuals and teams.
• Clearly defined roles and responsibilities: Roles and
responsibilities are clearly defined for each and every
employee of the Company. It helps the employees in
understanding and adhering to the applicable systems
and processes.
Although there are sufficient/appropriate internal financial
control measures and risk management systems in place,
however, considering fast changing business environment,
the Company has been trying to upgrade and implement
more robust processes and up to date practices in the
organization.
30
Annexure-IX
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on March 31, 2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN : U24231DL2003PLC119441
ii) Registration Date : 18.03.2003
iii) Name of the Company : Fresenius Kabi Oncology Limited
iv) Category / Sub-Category of the Company : Company having share capital
v) Address of the Registered office and contact details : B-310, Som Datt Chambers-I, Bhikaji Cama Place,
New Delhi-110066
Phone No.: 011 - 26105570
Fax No.: 011 - 26195965
E-mail: [email protected]
Website: www.fresenius-kabi-oncology.com
vi) Whether listed company : No
vii) Name, Address and Contact details of Registrar : Link Intime India Private Limited
and Transfer Agent, if any 44, Community Center, 2nd Floor,
Naraina Industrial Area, Phase I,
Near PVR Naraina, New Delhi – 110028
Phone No.:- 011 - 4141 0592/93/94
Fax No.:- 011 - 4141 0591
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
Sl. No. Name and Description of main NIC Code of the Product / % to total turnover of the
Products / Services Service Company
1 Carboplatin – inj 21002 13.66%
2 Paclitaxel – inj 21002 12.23%
3 Gemcitabine – inj 21002 10.98%
4 R&D Services 72100 21.80%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sl. No. Name and Address of the CIN / GLN Holding/ Subsidiary/ % of shares Applicable
Company Associate held Section
1 Fresenius Kabi (Singapore) Pte. Ltd. Foreign Company Holding 97.0543 2(46)
31
i) Category-wise Share Holding
Category of Shareholder No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
(A) Promoter’s
[1] Indian
(a) Individual/HUF 0 0 0 0.0000 0 0 0 0.0000 0.0000
(b) Central Government 0 0 0 0.0000 0 0 0 0.0000 0.0000
(c) State Government(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000
(d) Bodies Corporate 0 0 0 0.0000 0 0 0 0.0000 0.0000
(e) Banks / FI 0 0 0 0.0000 0 0 0 0.0000 0.0000
(f) Any Other 0 0 0 0.0000 0 0 0 0.0000 0.0000
Sub-Total (A)[1] 0 0 0 0.0000 0 0 0 0.0000 0.0000
[2] Foreign
(a) NRI Individuals 0 0 0 0.0000 0 0 0 0.0000 0.0000
(b) Other Individuals 0 0 0 0.0000 0 0 0 0.0000 0.0000
(c) Bodies Corporate 152227405 27089 152254494 96.2250 165232882 0 165232882 97.0543 0.8293
(d) Banks / FI 0 0 0 0.0000 0 0 0 0.0000 0.0000
(e) Any Other 0 0 0 0.0000 0 0 0 0.0000 0.0000
Sub-Total (A)[2] 152227405 27089 152254494 96.2250 165232882 0 165232882 97.0543 0.8293
Total Shareholdingof Promoter andPromoterGroup (A) =(A)(1)+(A)(2) 152227405 27089 152254494 96.2250 165232882 0 165232882 97.0543 0.8293
(B) Public Shareholding
[1] Institutions
(a) Mutual Funds/UTI 500 1000 1500 0.0009 500 1000 1500 0.0009 -0.0001
(b) Banks/ FI 850 0 850 0.0005 850 0 850 0.0005 0.0000
(c ) Central Government 0 0 0 0.0000 0 0 0 0.0000 0.0000
(d) State Government(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000
(e) Venture Capital Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000
(f) Insurance Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000
(g) FIIs 3050 500 3550 0.0022 3050 500 3550 0.0021 -0.0002
(h) Foreign Venture
Capital Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000
(i) Any Other (specify) 0 0 0 0.0000 0 0 0 0.0000 0.0000
Sub-total (B)(1) 4400 1500 5900 0.0037 4400 1500 5900 0.0035 -0.0003
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
% Change
during
the year
Category
Code
32
Sl. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. No. of % of total % of Shares No. of % of total % of Shares in shareShares Shares Pledged / Shares Shares Pledged / holding
of the encumbered of the encumbered duringcompany to total company to total the year
shares shares
1 Fresenius Kabi 152254494 96.2250 0 165232882 97.0543 0 0.8293
(Singapore) Pte. Ltd.
Total 152254494 96.2250 0 165232882 97.0543 0 0.8293
Category of Shareholder No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
[2] Non-Institutions
(a) a) Bodies Corporate
i) Indian 284637 36492 321129 0.2030 99739 36488 136227 0.0800 -0.1229
ii) Overseas 0 0 0 0.0000 0 0 0 0.0000 0.0000
(b) b) Individuals-
i. Individual
shareholders
holding nominal share
capital upto ` 1 lakh 3882461 1005700 4888161 3.0893 3250422 908311 4158733 2.4427 -0.6466
ii. Individual
shareholders
holding nominal share
capital in excess of
` 1 lakh 0 0 0 0.0000 0 0 0 0.0000 0.0000
(c) Any Other (specify):
i) Trust & Foundation 225 100 325 0.0002 225 100 325 0.0002 0.0000
ii) NRI 282828 232457 515285 0.3257 253422 218507 471929 0.2772 -0.0485
iii) Fresenius Kabi
Oncology Limited -
Unclaimed Suspense
Account 242361 0 242361 0.1532 241861 0 241861 0.1421 -0.0111
Sub-total (B)(2) 4692512 1274749 5967261 3.7713 3845669 1163406 5009075 2.9422 -0.8291
Total Public
Shareholding
(B) = (B)(1) + (B)(2) 4696912 1276249 5973161 3.7750 3850069 1164906 5014975 2.9456 -0.8294
TOTAL (A) + (B) 156924317 1303338 158227655 100.0000 169082951 1164906 170247857 100.0000 0.0000
(C) Shares held by
Custodians for
GDRs & ADRs 0 0 0 0.0000 0 0 0 0.0000 0.0000
GRAND TOTAL
(A)+(B)+(C) 156924317 1303338 158227655 100.0000 169082951 1164906 170247857 100.0000 0.0000
ii) Shareholding of Promoters
% Change
during
the year
Category
Code
33
iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Sl. Particulars Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
Shareholding status No. of % of total shares No. of % of total shares
shares of the company shares of the company
At the beginning of the year 152254494 96.2250
January 10, 2014 to
November 12, 2014
1. (Equity shares acquired by 691302 0.4369 152945796 96.6619
Promoters during Exit Offer
in different tranches)
November 13, 2014
2. (Equity shares allotted to 12020202 7.0604 164965998 96.8975
Promoters on preferential
allotment basis)
November 14, 2014 to
March 31, 2015
3. (Equity shares acquired by 266884 0.1567 165232882 97.0543
Promoters during Exit Offer
in different tranches)
At the End of the year 165232882 97.0543
Note: 822 shares acquired by promoters pursuant to exit offer transferred in promoters demat account on
April 10, 2015 due to some technical issues. These shares are included in 266884 shares acquired by
promoters during exit offer in different tranches.
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sl. For each of the Top 10 Shareholders Shareholding at the Shareholding at the
No. beginning of the year end of the year
No. of % of total No. of % of totalShares shares of the Shares shares of the
Company Company
1 Haresh Tharani 50000 0.0316 50000 0.0294
2 Shailendra Tyagi 16500 0.0104 16500 0.0097
3 Ashok Arora 16000 0.0101 0 0.0000
4 Sankaran Ramanathan 14700 0.0093 0 0.0000
5 Susheela Basant 14000 0.0088 14000 0.0082
6 Anand G. Pai 12500 0.0079 12500 0.0073
7 Rukmani International Pvt. Ltd. 11987 0.0076 11987 0.0070
8 Sharekhan Financial Services Pvt. Ltd. 10600 0.0067 10100 0.0059
9 Lacy Abdul Latheef 10000 0.0063 10000 0.0059
10 Laly Abdul Latheef 10000 0.0063 10000 0.0059
11 Paras Mohanlal Mehta 10000 0.0063 0 0.0000
12 Naresh Kapoor 8500 0.0054 8500 0.0050
13 Starway Sales Corporation Ltd. 6500 0.0041 6500 0.0038
34
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Amount (` in Lacs)
Particulars Secured Loans Unsecured Deposits Totalexcluding Deposits Loans Indebtedness
Indebtedness at the beginning
of the financial year
i) Principal Amount 6,155.26 24,913.52 Nil 31,068.78
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil 112.00 Nil 112.00
Total (i+ii+iii) 6,155.26 25,025.52 Nil 31,180.78
Change in Indebtedness during
the financial year
• Addition Nil 6,289.69 Nil 6,289.69
• Reduction (2,409.50) Nil Nil (2,409.50)
Net Change (2,409.50) 6,289.69 Nil 3,880.19
Indebtedness at the end of
the financial year
i) Principal Amount 3,660.87 31,287.58 Nil 34,948.45
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due 84.89 27.63 Nil 112.52
Total (i+ii+iii) 3,745.76 31,315.21 Nil 35,060.97
v) Shareholding of Directors and Key Managerial Personnel:
Sl. For Each of the Directors and KMP Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of total shares of No. of % of total shares ofshares the company shares the company
At the beginning of the year None of the Director and Key Managerial Personnel hold shares
in the Company
Date wise Increase / Decrease in
Share holding during the year
specifying the reasons for increase/
decrease (e.g. allotment/
transfer / bonus/ sweat equity etc)
At the End of the year None of the Director and Key Managerial Personnel hold shares in
the Company
None of the Director and Key Managerial Personnel hold shares
in the Company
1
2
3
35
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Amount (` in Lacs)
Sl. Particulars of Remuneration Name of MD/WTD/Manager: TotalNo. Mr. Peter F. Nilsson, CMD Amount
1. Gross salary(a) Salary as per provisions contained in 251.16 251.16
section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) of the
Income-tax Act, 1961 4.92 4.92(c) Profits in lieu of salary under section 17(3)
of the Income- tax Act, 1961 Nil Nil
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil4. Commission
- as % of profit Nil Nil- others, specify… Nil Nil
5. Others, please specify Nil Nil
Total (A) 256.08 256.08
Ceiling as per the Act Not applicable for FY 2014 – 15. Pleaserefer to the notes mentioned below.
Notes:
1. During the financial year 2014-15 Company did not earn any profit.
2. Considering the losses, the payment of remuneration to Chairman & Managing Director of the company was made in terms
of provisions contained under Schedule XIII of the Companies Act, 1956 and Schedule V of the Companies Act, 2013.
Accordingly a Special Resolution of shareholders was passed in this regard in the Annual General Meeting on 17th July, 2014.
B. Remuneration to other directors:
Amount (` in Lacs)
Sl. Particulars of Remuneration Name of Directors Total
No. Mr. D. G. Shah Mr. Rajiv Lochan Jain AmountIndependent Directors
1. • Fee for attending boardcommittee meetings 14.15 13.45 27.60
• Commission Nil Nil Nil• Others, please specify Nil Nil Nil
Total (1) 14.15 13.45 27.60
2. Other Non-Executive Directors• Fee for attending board
committee meetings Nil Nil Nil• Commission Nil Nil Nil• Others, please specify Nil Nil Nil
Total (2) Nil Nil Nil
Total (B)=(1+2) 14.15 13.45 27.60
Total Managerial Remuneration (A+B) 283.68
Overall Ceiling as per the Act Not applicable for FY 2014 – 15. Please referto the notes mentioned below.
Notes:
1. During the financial year 2014-15 Company did not earn any profit.
2. Sitting fees was paid in terms of limits fixed under the provisions of the Companies Act, 2013. No other payment (except to
Chairman & Managing Director) was made to any of the Directors.
36
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD:
Amount (` in Lacs)
Sl. Particulars of Remuneration Key Managerial Personnel Total
No. CompanySecretary Chief Financial Officer Amount
Mr. Nikhil Ms. Madelene Ms. Shefali
Kulshreshtha Karvin Khaladkar
(April 1, 2014 to (March 1, 2015 to
September 9, 2014) March 31, 2015)
1. Gross salary
(a) Salary as per provisions 75.65 43.57 18.03 137.25
contained in section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) 0.40 13.54 0.03 13.97
of the Income-taxAct, 1961
(c) Profits in lieu of salary under Nil Nil Nil Nil
section 17(3) of the
Income-taxAct, 1961
2. Stock Option Nil Nil Nil Nil
3. Sweat Equity Nil Nil Nil Nil
4. Commission
- as % of profit Nil Nil Nil Nil
- others, specify… Nil Nil Nil Nil
5. Others, please specify Nil Nil Nil Nil
Total 76.05 57.11 18.06 151.22
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Brief Details of Penalty/ Authority (RD/ AppealCompanies Act Description Punishment / NCLT / Court) made, if
Compounding anyfees paid (give details)
A. COMPANY
Penalty None
Punishment
Compounding
B. DIRECTORS
Penalty None
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty None
Punishment
Compounding
37
To the Members of Fresenius Kabi Oncology Limited
Independent Auditor’s Report
Report on the Financial Statements
We have audited the accompanying financial statements of
Fresenius Kabi Oncology Limited (“the Company”), which comprise
the Balance Sheet as at 31 March 2015, and the Statement of
Profit and Loss and Cash Flow Statement for the year then ended
and a summary of significant accounting policies and other
explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (“the Act”)
with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with
the Accounting principles generally accepted in India, including
the Accounting Standards specified under section 133 of the Act,
read with rule 7 of the Companies (Accounts) Rules 2014. This
responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for accounting
policies; making judgements and estimates that are reasonable
and prudent; and design, implementation and maintenance of
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and
the Rules made there under.
We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates
made by Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
give the information required by the Act in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the
Company as at 31st March 2015, and its loss and its cash flows for
the year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor’s Report) Order, 2015 (“the
Order”), issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, 2015, we give
in the Annexure a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit.
b. In our opinion, proper books of account as required by law
have been kept by the Company so far as appears from our
examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss, and the
Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with
the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.
e. On the basis of the written representations received from the
directors as on 31st March 2015 taken on record by the Board
of Directors, none of the directors is disqualified as on 31st
March’2015 from being appointed as a director in terms of
Section 164(2) of the Act.
Auditors’ Report
38
f. In our opinion, the Company has reasonably adequate
internal financial control system in place providing
operating effectiveness of such controls.
g. With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules 2014, in our opinion and to the best our
information and according to the explanations given to us:
I. The Company has disclosed the impact of pending
litigations on its financial position in its financial
statements as referred to in note no. 23(i)(a), 23(i)(b)
23(i)(c) and 23(iii)
II. The Company did not have any long-term contract
including derivative contract which may lead to any
foreseeable loss
III. The Company does not have any dues that are required
to be transferred to the Investor Education and
Protection Fund.
For G.Basu & Co.
Chartered Accountants
Firm Registration Number : 301174E
S. LAHIRI
Gurgaon Partner
7th May 2015 Membership No. 51717
ANNEXURE TO THE AUDITORS’ REPORT AS REFERRED
TO IN PARA i OF THE SAID REPORT OF EVEN DATE.
1. a. The Company has maintained proper records showing
full particulars including quantitative details and
situation of fixed assets.
b. The fixed assets have been physically verified by the
Management at reasonable intervals. No material
discrepancies between book records and the physical
inventories have been noticed on such verification.
2 a. The inventories have been physically verified at
reasonable intervals by the management.
b. The procedures of physical verification of inventories
followed by management are reasonable and adequate
in relation to the size of the company and the nature
of its business.
c. On the basis of our examination of the records of
inventory, we are of the opinion that the company is
maintaining proper records of inventory. The
discrepancies noticed on verification between the physical
stocks and book records were not material and have
been properly dealt with in the books of accounts.
3. The company has not granted any loans, secured or
unsecured to companies, firms, or other parties covered in
the register maintained under section 189 of the
Companies Act,2013.
4. In our opinion and according to the information and
explanations given to us there is an adequate internal control
system commensurate with the size of the company and the
nature of its business for purchase of inventory and fixed
assets and for the sale of goods and services. During the
course of our audit no major weakness has been noticed in
the internal controls. We have not observed any failure on
the part of the company to correct major weakness in internal
control system.
5. The company has not accepted any deposits under the
provisions of section 73 to 76 or any other relevant
provisions of the Companies Act and the rules framed there
under and as such the question of compliance under the
Companies Act or any other directives or orders does
not arise.
6. On the basis of records produced we are of the opinion that
prima facie cost records and accounts prescribed by the
Central Government under sub section (1) of section 148 of
the Companies Act, 2013 in respect of products of ‘the
company’ covered under the rules under said section have
been made and maintained. However we are neither
required to carry out nor have carried out any detailed
examination of such accounts and records.
7 . a) According to information and explanations given to
us, the company is regular in depositing with
appropriate authorities undisputed statutory dues
including provident fund, employees state insurance,
income tax, sales tax, wealth tax, service tax, custom
duty, excise duty, value added tax, cess and any other
statutory dues to the extent applicable to it. We have
been informed that there are no undisputed statutory
dues as at the yearend outstanding for a period of
more than six months from the date they became
payable.
b) There is no disputed amount due for payment on
account of Sales Tax/Value added tax, wealth tax,
custom duty, and cess. Dues on account of Income Tax,
Excise Duty ,Service Tax disputed visa vis forums where
such disputes are pending are mentioned below :
39
Name of Nature of the Period Amount Forum Where
Stature dues (` Lacs). the Dispute
is pending
Excise Duty Demand Disputed 2005 to 152.70 Appeal filed
on Sterility Samples 2013 with CESAT
consumed during
testing
Excise Duty Demand Disputed 2010 to 8.40 Appeal filed
on Cenvat reversal & 2012 with CESAT
Duty Free clearances
Service Tax Payment under 2013-14 51.09 After provision
Reverse charge made in accounts
mechanism on Legal payment kept tin
Consultancy abeyance due to
services Delhi High Court
stay in
applicability of
said tax in respect
of petition filed by
Delhi Tax Bar
Association & ANR
challenging the
Levy under
Section 65 of
Finance Act 2011
Income Tax Assessed demand A.Y. 346.20 CIT(A),N Delhi
Disputed 2010-11
c) The company does not have any due for transfer to
investor education and protection fund in accordance
with the provision of the Companies Act and the Rules
made thereunder.
8. The company’s Accumulated losses at the end of the
financial year are less than 50% of the Net Worth of
the company. The company has incurred cash losses in
the current financial year 2014-15 and in the
immediately preceding financial year.
9. Based on our audit procedures and the information
and explanations given by the management, the
company has not defaulted on repayment of dues to a
financial institution or any Bank or Debenture holder.
10. The company has not given any guarantee for loans
taken by others from Bank or Financial institutions.
11. Term loans obtained by the Company have been applied
for the purposes they were obtained when specified.
12. According to the information and explanation given to us,
no fraud on or by the company has been noticed or
reported during the course of our audit.
For G. BASU & Co.
Chartered Accountants
Firm Registration Number: 301174E
Gurgaon S. LAHIRI
7th May 2015 Partner, Membership No. 51717
40
Balance Sheetas at 31st March 2015
(` in Lacs)
For Fresenius Kabi Oncology Limited As per our report
of even date attached
PETER F. NILSSON MARIA GOBBI SHEFALI KHALADKAR NIKHIL KULSHRESHTHA For G.BASU & CO
Managing Director Director Chief Financial Officer Company Secretary Chartered Accountants
Firm Registration Number: 301174E
S. LAHIRI
Gurgaon Partner
7th May 2015 Membership No. 51717
DESCRIPTION Note No. As at As at
31st March 2015 31st March 2014
I EQUITY AND LIABILITIES
1. Shareholders’ Funds
a) Share Capital 3(1) 1,702.48 1,582.28
b) Reserves and Surplus 3(2) 50,517.16 54,600.37
2. Non Current Liabilities
a) Long Term Borrowings 3(3) 9,866.64 12,138.75
b) Deferred Tax Liabilities (Net) 3(4) 1,465.78 1,247.11
c) Long Term Provisions 3(5) 708.74 484.84
3. Current Liabilities
a) Short Term Borrowings 3(6) 25,081.81 18,930.03
b) Trade Payables 19,688.08 18,612.08
c) Other Current Liabilities 3(7) 1,643.50 1,615.19
d) Short Term Provisions 3(8) 950.89 592.46
Total: 111,625.08 109,803.11
II ASSETS
1. Non Current Assets
a) Fixed Assets 3(9)
i) Tangible Assets 48,063.18 45,905.36
ii) Intangible Assets 274.49 362.78
iii) Capital Work-in-Progress 4,624.98 7,116.11
iv) Plantation in Progress 450.95 338.27
v) Intangible Assets Under Development 444.21 444.21
b) Non Current Investments 3(10) 3.00 3.00
c) Long Term Loans and Advances 3(11) 227.63 664.78
d) Other Non Current Assets 3(12) 2,040.06 1,279.19
2. Current Assets
a) Inventories 3(13) 34,018.16 32,455.14
b) Trade Receivables 3(14) 11,802.36 11,142.69
c) Cash and Bank balances 3(15) 84.51 176.24
d) Short Term Loans and Advances 3(16) 8,888.76 9,556.85
e) Other Current Assets 3(17) 702.79 358.49
Accounting Policy and Notes to Accounts 2 & 3
Total: 111,625.08 109,803.11
41
Profit & Loss Statementfor the year ended 31st March 2015 (` in Lacs)
DESCRIPTION Note No. For the year ended For the year ended
31st March 2015 31st March 2014
Sale of Product 3(18)(a)(i) 36,242.42 29,182.22
Less: Excise Duty (2,060.19) (685.48)
Net sale of Products 34,182.23 28,496.74
Income from Services 11,266.62 11,275.87
Other Operating Revenue 3(18)(a)(ii) 965.57 1,044.30
I Income from Operation 46,414.42 40,816.91
II Other Income 3(18) (b) 798.35 854.52
III Total Revenue (I +II) 47,212.77 41,671.43
IV Expenses
Cost of Material Consumed 24,629.45 21,343.20
Purchase of Stock in Trade 895.94 900.90
Changes in Inventories of FG & WIP
- Work in Progress (3,334.09) (3,656.57)
- Finished Goods 630.28 (691.47)
Employee Benefits Expenses 3(19) 7,816.10 7,123.34
Finance Costs 3(20) (2,000.78) 1,259.48
Depreciation and Amortisation Expenses 3(21) 4,430.58 3,089.11
Other Expenses 3(22) 25,350.23 23,158.88
Total Expenses 58,417.71 52,526.86
(V) Profit/Loss before Exceptional and Extraordinary Items
and Tax (III - IV) (11,204.94) (10,855.44)
(VI) Exceptional Items 3(37) 4,220.42 226.00
(VII) Profit/Loss before Extraordinary Items and Tax (V - VI) (15,425.36) (11,081.44)
(VIII) Extraordinary Items 3(39) - 1,244.42
(IX) Profit/Loss before Tax (VII - VIII) (15,425.36) (12,325.86)
(X) Tax Expense
(1) Current Tax - -
(2) Deferred Tax 3(4) 286.33 (1,190.46)
(XI) Profit/(Loss) for the year from Continuing Operations (IX - X) (15,711.69) (11,135.40)
(XII) Earnings Per Equity Share (Before Extraordinary Items) 3(36)
(1) Basic (9.08) (6.25)
(2) Diluted (9.08) (6.25)
(XIII) Earnings Per Equity Share (After Extraordinary Items) 3(36)
(1) Basic (9.65) (7.04)
(2) Diluted (9.65) (7.04)
Accounting Policy and Notes to Accounts 2 & 3
For Fresenius Kabi Oncology Limited As per our report
of even date attached
PETER F. NILSSON MARIA GOBBI SHEFALI KHALADKAR NIKHIL KULSHRESHTHA For G.BASU & COManaging Director Director Chief Financial Officer Company Secretary Chartered Accountants
Firm Registration Number: 301174E
S. LAHIRI
Gurgaon Partner
7th May 2015 Membership No. 51717
42
Statement of Cash Flow(Pursuant to AS-3) Indirect Method (` in Lacs)
DESCRIPTION For The Year ended For The year endedMarch 31, 2015 March 31,2014
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax And After Extraordinary Items (15,425.36) (12,325.86)
ADD:
Depreciation 4,430.58 3,089.11
Interest 2,300.77 770.61
Loss / (Gain) in Foreign Exchange Lying Unrealized (4,293.92) 2,586.07
Loss on sale of Fixed Assets 43.47 2,480.90 157.93 6,603.72
(12,944.46) (5,722.14)
LESS:
Interest Income 188.19 20.70
188.19 20.70
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (13,132.65) (5,742.84)
WORKING CAPITAL CHANGES
(Increase)/Decrease in Inventories (1,563.02) (7,935.40)
(Increase)/Decrease in Debtors & Other Receivable (481.91) 5,278.97
Increase/ (Decrease) in Trade and Other Payable (9,791.30) 4,296.21
Increase/(Decrease) in Working Capital (11,836.23) 1,639.78
Cash Generated from Operating Activities (24,968.88) (4,103.06)
Tax Paid 12,821.12 (1,169.63)
CASH USED(-)/(+)GENERATED FOR
OPERATING ACTIVITIES (A) (12,147.77) (5,272.69)
B. CASH FLOW FROM INVESTING ACTIVITIES
Payment against Acquisition of Fixed Assets (3,719.32) (7,783.02)
Proceeds from Sale of Fixed Assets 29.55 29.03
Interest Received 79.17 8.19
Proceeds of Investment made (795.28) (812.26)
CASH USED(-)/(+)GENERATED FOR
INVESTING ACTIVITIES (B) (4,405.88) (8,558.06)
C. CASH FLOW FROM FINANCING ACTIVITIES
Issue of Equity 11,900.12 0.00
Increase/(Decrease) in Short Term Loan 6,827.64 14,565.77
Interest Paid (2,300.25) (614.22)
CASH USED(-)/+(GENERATED) IN FINANCING
ACTIVITIES (C) 16,427.51 13,951.55
NET INCREASE(+)/DECREASE (-) IN CASH AND
CASH EQUIVALENTS (A+B+C) (126.14) 120.80
Cash And Cash Equivalents Opening Balance 158.52 37.72
Cash And Cash Equivalents Closing Balance 32.38 158.52
Cash And Cash Equivalents (Year End)
Balances with Banks (including Fixed Deposit
maturing with in 3 month) 30.71 155.44
Unrealised Foreign Currency Gain / (Loss) 0.01 0.01
Cash-in-Hand 1.66 3.07
For Fresenius Kabi Oncology Limited As per our report
of even date attached
PETER F. NILSSON MARIA GOBBI SHEFALI KHALADKAR NIKHIL KULSHRESHTHA For G.BASU & COManaging Director Director Chief Financial Officer Company Secretary Chartered Accountants
Firm Registration Number: 301174E
S. LAHIRI
Gurgaon Partner
7th May 2015 Membership No. 51717
43
Annexed to and forming part of the Accounts for the year ended 31st March 2015 of FreseniusKabi Oncology Ltd.
(Figures ` in Lacs)
COMPANIES INFORMATION, ACCOUNTING POLICIES & NOTES TO ACCOUNTS
1) Company Overview:
Fresenius Kabi Oncology limited (The Company) is a Indian domiciled public limited Company, being direct subsidiary of Fresenius
Kabi (Singapore) Pte. Ltd incorporated in Singapore. Ultimate holding company is Fresenius SE & Co. KGaA incorporated in
Germany. The company is engaged in manufacturing of generic pharmaceutical products. The Company has three manufacturing
units two at Baddi (HP) and one at Kalyani (West Bengal). It has a highly sophisticated research and development centre at
Gurgaon catering to needs of the company as well as the group..
2) Significant Accounting Policies
a. Basis of preparation of Financial Statements:
The accounts have been prepared in accordance with Indian GAAP under historic cost convention. GAAP enjoins adherences
of mandatory accounting standards referred to under section 133 of Companies Act, 2013 read with rule 7 of Company
(Accounts) Rules, 2013 and accounting principles generally accepted in India.
To comply with GAAP, estimate and assumptions are made for factors affecting balances of year end assets and liabilities and
disclosure of contingent liabilities. Such estimates change from time to time according to situation and appropriate changes
are made with the knowledge of circumstances warranting such changes. Material changes are reported in notes to accounts
including disclosures of financial impact thereof.
All Assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other
criteria set out in Schedule III of the Companies Act 2013.
b. Fixed Assets and Depreciation/Amortisation (Tangible & Intangible):
Fixed assets are stated at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and
any directly & indirectly attributable expense of bringing the asset to its working condition for its intended use including
expenses on startup, commissioning, trial run and experimental production.
• Depreciation on Fixed Assets have been provided for on straight line method in terms of life span of assets specified in
schedule II of the Companies Act 2013.
• No depreciation has been provided on leasehold land, which are either for a period of 999 years or of perpetual nature.
Relevant assets will be amortised in the year of termination of lease-deed, if occurs. Remaining leasehold land which
include development made there on is amortizable on straight line method over the period of lease.
• The date of commencement of commercial production is identified with the date of attainment of ability of the plant to
operate commercially ignoring delay in commencement of actual production, if any, caused by statutory / regulatory
hindrances including delay in approval of sample.
• Expenditure incurred on account of product development is capitalized as intangible assets. The same is amortised on
Straight Line method over a period of 10 years from the year of completion of development.
• Patents acquired from external sources are treated as intangible assets which are amortized on Straight Line method over
a period of 10 years from the year of acquisition.
c. Impairment of Assets:
i. The company identifies impairable tangible fixed assets at the year-end in term of cash generating unit concept for the
purpose of arriving at impairment loss thereon being the difference between the book value and recoverable value of
relevant assets if indication of impairment exists within the meaning of para 5 to 13 of AS-28 issued by ICAI. Impairment
loss if any when crystallizes is charged against revenue of the year.
ii. Intangible assets are subjected to periodic test of impairment on asset specific perspective in terms of para-83, AS-26.
44
d. Investments:
Investments being of long-term in nature, are held at cost.
e. Inventory:
Stocks are valued at lower of cost or net realizable value. Cost is determined as follows:
- Raw materials, Packing materials, Stores & Spares At cost computed on moving average basis
- Work-in-process At cost of input plus overhead. Upto the stage of
completion
- Finished goods At cost of input plus appropriate Overhead
f. Plantation Accounting:
Regarding plantation of agro based input undertaken by the company in joint venture with a third party, plantation period
wherein extend in years and yield there-from augment with repeat cultivation, entire annual recurring & non-recurring
cost is charged in the year of incurrence to plantation in progress account maintained in terms of year of procurement of
sapling/area, relevant plantation relates to.
Plantation in progress (forming part of capital work-in-progress) is capitalized in the year the area, the plantation relates
to, starts yielding output. The capitalized sum is amortized over the residual period of lease.
Plantation cost proving higher than realisable value of the output in initial years of harvesting, final output is to be
carried at realizable value, leaving the excess of cost over realizable value for deferred amortization against annual
plantation cost over remaining period of lease of land under plantation.
Saplings damaged are held as cutting at realisable value.
g. Research and Development Expenses:
Scientific research expenses are charged to the Profit & Loss Account in the year in which the expenses are incurred.
Development expenses when duly measurable for attribution in specific context of intangible asset are capitalized as
stated in 2(b) above on account of intangible asset for intended uses subject to technical feasibility of completing the
asset with adequacy of technical, financial & other resources in the custody of company to complete the development &
it’s generation of further economic benefit. Otherwise, the same is charged to revenue.
h. Retirement Benefits:
Liabilities in respect of retirement benefits to employees are provided for as follows: -
i) Defined Benefit Plans:
• Leave salary of employees on the basis of actuarial valuation as per AS 15 (revised).
• Gratuity liability on the basis of actuarial valuation as per AS 15 (revised)
ii) Defined contribution plan:
• Liability for superannuation fund on the basis of the premium paid to the Life Insurance Corporation of India in
respect of employees covered under Superannuation Fund Policy.
• Provident fund & ESI on the basis of actual liability accrued and paid to trust / authority.
i. Recognition of Income and Expenses:
• Sales and purchases are accounted for on the basis of passing of title to the goods.
• Sales comprise of sale price of goods including excise duty but exclude trade discount, VAT and sales tax.
• Income from research & development services extended is accounted for in respect of the period, relevant service
relate to.
• All items of other incomes and expenses have been accounted for on accrual basis unless stated otherwise.
• Income accruals having uncertainty in realization are accounted for on realization basis as envisaged under AS 9
j. Income Tax and Deferred Tax:
The liability of company is estimated considering the provision of the Income Tax, 1961. Deferred tax is recognized subject
to the consideration of prudence, on time differences being the difference between taxable income and accounting income
that originate in one period and capable of reversal in one or more subsequent periods in due cognizance of AS-22.
k. Forward Contract and Option in Foreign Currency:
Gains or loss on forward exchange contracts to hedge overseas exposures against adverse currency fluctuation under mark
45
to market are computed by multiplying foreign currency amount of forward exchange contract by the difference between the
forward rate available at the reporting date for the remaining contract yet to mature and contracted forward rate.
l. Contingent Liabilities:
Disputed liabilities and claims against the company including claims raised by fiscal authorities are provided in accounts
unless no reliable estimate can be made of the amount of obligation or possibility of future cash flow is remote. Otherwise the
same is disclosed by way of notes to accounts.
m. Foreign Currency Translation:
Foreign branches/offices are treated as integral operation as defined under AS-11 (Revised). Revenue items have been
converted at the simple average of monthly exchange rates prevailing during the year. Fixed assets have been converted
at the rates prevailing on dates of purchase of overseas assets. Outside liabilities and assets other than fixed
assets are converted at the year-end exchange rate. Exchange gain or loss arising out of above is charged to Profit &
Loss Account.
• Transactions in foreign currencies are recognized at rate of overseas currency ruling on the date of transactions. Gain/ Loss
arising on account of rise or fall in overseas currencies vis-à-vis reporting currency between the date of transaction and
that of payment is charged to Profit & Loss Account.
• Increase / decrease in foreign currency loan on account of exchange fluctuation is debited / credited to profit and loss
account as finance cost.
n. Government Grants:
Project Capital subsidy is credited to shareholder’s funds as Capital reserve.
3. NOTES TO ACCOUNTS
1. SHARE CAPITAL
Particulars of Shares:
Equity Shares As at 31st ` 1 180,000,000 1,800.00 170,247,857 1,702.48 165,232,060
March 2015
As at 31st ` 1 (180,000,000) (1,800.00) (158,227,655) (1582.28) (152,254,494)
March 2014
Total paid up Share Capital × 180,000,000 1,800.00 170,247,857 1,702.48
× (180,000,000) (1,800.00) (158,227,655) (1,582.28)
Note:
a) The Company has one class of equity shares having a par value of ` 1 per share. Each shareholder is eligible for one vote per share
held.
b) Right, Preference, repayment & restriction, if any, on equity shares: Shares of the company are ordinarily transferable provided;
i) Instrument of transfer is in form prescribed under the act & duly stamped and executed by / on behalf of transferor and
transferee.
ii) Transferee consenting or replying affirmatively within specified period of his receipt of notice under section 56 (1) of the
Companies Act, 2013 issued by the company in respect of application of transfer of registration of partly paid shares made by
the transferor
iii) Transferee is not of unsound mind.
iv) Company does not have any lien on shares under application of transfer.
Class of Shares Face value
of one
share
Authorised Capital Number of shares
held by Fresenius
Kabi (Singapore)
Pte Ltd., the
Holding Body
Corporate
Issued, Subscribed
& Fully Paid up
No. Value
(` in lacs)
No. Value
(` in lacs)
46
c) Movement of Shares
Particulars For the Year ended For the Year ended
31st March 2015 31st March 2014
Opening number of Shares 158,227,655 158,227,655
Number of shares issued in cash during the year by way of Preferential 12,020,202 -
allotment to the promoter’s i.e Fresenius Kabi (Singapore) Pte. Ltd.
Closing number of Shares 170,247,857 158,227,655
2: RESERVES & SURPLUS (` in Lacs)
Particulars Details As at Details As at
31st March 2015 31st March 2014
Capital Reserve: (As per Last Account) 180.00 180.00
Securities Premium Reserve
Opening Balance 7,675.41 7,675.41
Add: Addition During the Year 11,779.80 19,455.21 - 7,675.41
General Reserve: (As per Last Account) 52,411.42 52,411.42 52,411.42
Surplus / (Deficit):
Opening Balance (5,666.46) 5,468.94
Add: Depreciation charge on overaged Assets in
terms of Schedul II of Companies Act 2013 (net off
Deffered Tax implication ` 67.66, previous year Nil) (151.32) -
(5,817.78) 5,468.94
Add: Loss for the Year (15,711.69) -21,529.47 -11,135.40 -5,666.46
Total 50,517.16 54,600.37
3: LONG TERM BORROWINGS (` in Lacs)
Nature of Borrowing Period Total Secured Unsecured Term of Rate of
repayment Interest
Foreign Currency Term Loans from As at 31st 9,866.64 - 9,866.64 Repayable in Euribor+200
Related Party (Holding Company) March 2015 2016-17 basis points
As at 31st (12,138.75) (-) (12,138.75)
March 2014
Total As at 31st 9,866.64 - 9,866.64
March 2015
As at 31st (12,138.75) (-) (12,138.75)
March 2014
Note:
a. There is no default in repayment of principal loan or interest thereon.
b. No guarantee bond has been furnished against any loan by any third party including Directors
c. Decline in borrowing is attributed to exchange gain only.
47
4: DEFERRED TAX LIABILITIES (NET) (` in Lacs)
Particulars Details As At Details As At
31st March 2015 31st March 2014
Depreciation 5,733.83 4,438.14
Less: Deferred Tax Assets :
Provision for Doubtful Debts 293.79 429.33
Provision for Leave Salary 245.88 184.00
Provision for Gratuity 156.09 48.91
Provision for Others 90.86 95.41
Doubtful Advances - -
Unabsorbed Loss 3,481.43 4,268.05 2,433.38 3,191.03
Net Deferred Tax Liability 1,465.78 1,247.11
Net increase in Deferred Tax Liability 218.67 971.35
(Decrease)/Accretion in Deferred Tax Liability
provided during the year 286.33 971.35
Deferred Tax Assets adjusted against Surplus /
Deficit in Balance Sheet (67.66) -
Note:
Loss sustained during the year, by and large, relate to Kalyani unit on account of temporary suspension of production due to upgradation
of the plant. Prior to this temporary suspension of work, there was never any loss in said unit. Rather company has been traditionally
earning significant taxable profit over the years. Loss during the year, being of temporary nature, is virtually certain to be set off from
taxable profit of the company in years ahead after said unit recommences commercial operation following upgradation. Nevertheless,
recognition of deferred tax asset in this regard has been restricted to only depreciation component lying unabsorbed at year end under
fiscal act as a measure of prudence
5: LONG TERM PROVISIONS (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Leave Encashment 708.74 484.84
Total 708.74 484.84
6: SHORT TERM BORROWINGS (` in Lacs)
Sl. No. Nature of Borrowings Period Total Secured Unsecured
i) Cash Credits from bank As at 31st March 2015 19,511.15 3,660.87 15,850.28
As at 31st March 2014 (10,672.38) (6,155.26) (4,517.12)
ii) Foreign Currency Packing Credit Loan As at 31st March 2015 5,570.66 - 5,570.66
from Banks As at 31st March 2014 (8,257.65) - (8,257.65)
Total As at 31st March 2015 25,081.81 3,660.87 21,420.94
As at 31st March 2014 (18,930.03) (6,155.26) (12,774.77)
Note:
a. There is no default in repayment of principal loan or interest thereon.
b. Secured component of cash credits is secured by hypothecation of current assets.
c. Unsecured Loans from banks are covered by guarantee bond furnished by Fresenius Kabi, AG Germany, a holding entity.
d. No other third party including director’s of company has furnished any guarantee bond against any loan.
48
7: OTHER CURRENT LIABILITIES (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Interest Accrued & Not Due 112.52 112.00
Advances from Customers 65.59 67.92
Statutory Liabilities 478.45 742.57
Creditors for Capital Goods 701.52 468.20
Other Payable 285.42 224.50
Total: 1,643.50 1,615.19
8: SHORT TERM PROVISIONS (` in iacs)
Particulars As at As at
31st March 2015 31st March 2014
Leave Encashment 86.98 82.28
Gratuity Payable 505.15 150.73
Bonus 47.52 48.20
Income Tax (Net of Advance Tax ` 5,159.63,
Previous Year ` 5159.63) 17.19 17.19
Provision - Others 294.05 294.05
Total: 950.89 592.46
49
9: F
IXE
D A
SS
ET
S
(` i
n L
acs)
Gros
s Bloc
kD
epre
ciat
ion
/ Am
ortis
atio
nN
et B
lock
SlPa
rtic
ular
s of A
sset
sGr
oss C
ost /
Add
ition
Valu
e as
Acq
uisi
tion
Oth
erSu
bSa
le/Gr
oss
Tota
l as
for t
heSa
le/To
tal a
sW
.D.V.
asW
.D.V.
ason
01.0
4.2
014
Adj
ustm
ent
Tota
lad
just
men
tBa
lance
ason
01.0
4.20
14ye
arad
just
men
ton
31.0
3.20
15on
31.0
3.20
15on
31.0
3.20
14du
ring
this
on 3
1.03.
2015
durin
g th
is
i)Ta
ng
ible
Ass
ets
Fre
eh
old
La
nd
62
5.7
7-
--
-6
25
.77
--
--
62
5.7
76
25
.77
Le
ase
ho
ld L
an
d4
28
.36
--
--
42
8.3
65
3.8
715
.24
-6
9.1
13
59
.25
374
.49
Bu
ild
ing
, Ro
ad
& C
ulv
ert
s12
,25
7.76
0.0
28
16.3
98
16.4
14
8.2
213
,02
5.9
51,7
17.0
94
08
.48
20
.05
2,1
05
.52
10,9
20
.43
10,5
40
.67
Pla
nt
& M
ach
ine
ry3
9,9
51.
39
28
6.0
35
,10
0.5
25
,38
6.5
511
.47
45
,32
6.4
78
,33
5.0
03
,30
4.4
76
.80
11,6
32
.67
33
,69
3.8
03
1,6
16.3
9
Veh
icle
s3
62
.95
92
.76
-9
2.7
69
6.2
83
59
.43
162
.49
50
.88
65
.67
147.
70
211
.73
20
0.4
6
Furn
itu
re &
Fix
ture
s
2,9
27.
51
37.
59
44
.87
8
2.4
6
4
.04
3
,00
5.9
3
1
,30
1.5
32
95
.01
1.9
9
1,5
94
.55
1
,411
.38
1,6
25
.98
Furn
itu
re &
Fix
ture
s
(Pla
nta
tio
n)
30
.31
-2
6.0
1
26
.01
-
56
.32
9.8
618
.13
-
27.
99
2
8.3
3
20
.45
Off
ice
Eq
uip
me
nt
7
13.6
617
4.0
617
.23
19
1.2
9
0
.08
9
04
.87
28
5.5
418
3.2
8
0
.04
46
8.7
8
43
6.0
9 4
28
.12
Co
mp
ute
rs
1,
45
7.4
112
2.0
56
8.7
0
1
90
.75
1.9
1
1,6
46
.25
98
4.3
82
85
.78
0.3
1
1,2
69
.85
3
76.4
0
47
3.0
3
Total:
58
,75
5.1
27
12.5
16
,07
3.7
2
6
,78
6.2
3
16
2.0
0 6
5,3
79
.35
12,8
49
.77
4,5
61.
27
94
.86
1
7,3
16.1
8
48
,06
3.1
8
45
,90
5.3
5
ii)In
tan
gib
le
As
se
ts
Pro
du
ct
De
ve
lop
me
nt
6
02
.66
--
-
- 6
02
.66
36
1.6
06
0.2
6-
4
21.
86
180
.80
24
1.0
6
Pa
ten
t/ P
rod
uct
Rig
hts
2
70
.69
--
-
-
27
0.6
9
14
8.9
72
8.0
3-
177.
00
93
.69
12
1.7
2
Total:
87
3.3
5-
--
-8
73
.35
510
.57
88
.29
-5
98
.86
274
.49
36
2.7
8
iii)
Ca
pit
al W
ork
-in
-pro
gre
ss 7,
116
.11
3,5
56
.58
-
3,5
56
.58
6,0
47.
71
4
,624
.98
-
--
-4
,62
4.9
8 7,
116
.11
iv)
Pla
nta
tio
n in
pro
gre
ss
33
8.2
714
4.6
9-
14
4.6
93
2.0
1
45
0.9
5-
--
-4
50
.95
33
8.2
7
v)
Inta
ng
ible
ass
ets
un
de
r
De
ve
lop
me
nt
44
4.2
1-
--
-4
44
.21
--
- -
44
4.2
14
44
.21
GrandTotal
(i+ii+iii+iv+v)
67,5
27.0
6
4,4
13.7
86
,07
3.7
210
,48
7.5
0
6
,24
1.7
2 7
1,7
72
.84
13
,36
0.3
4 4
,64
9.5
69
4.8
617
,915
.04
53
,85
7.8
15
4,1
66
.72
Pre
vio
us Y
ear
6
2,3
59
.62
5,9
62
.30
12,4
13.4
918
,37
5.7
913
,20
8.3
56
7,5
27.0
610
,87
8.6
13
,08
9.1
06
07.3
713
,36
0.3
45
4,1
66
.72
No
tes
:
1)L
ea
seh
old
La
nd
re
late
s to
a)
61.
94
3 a
cre
s o
f L
an
d a
t K
aly
an
i ta
ke
n o
n o
pe
rati
on
al
lea
se f
or
99
9 y
ea
rs f
rom
11t
h J
an
ua
ry 1
98
9.
b )
77,
46
5 s
qu
are
fe
et
of
La
nd
at
Gu
rga
on
ta
ken
on
op
era
tio
na
l le
ase
fo
r 8
ye
ars
fro
m 0
1st
Octo
be
r 2
00
9.
2)
Pla
nta
tio
n r
ela
tes
to
a)
Pla
nta
tio
n in
pro
gre
ss ly
ing
in a
rea
no
t b
elo
ng
ing
to
th
e c
om
pa
ny w
hic
h h
as
be
en
ta
ken
on
op
era
tio
na
l le
ase
by c
o-v
en
ture
r in
a jo
intl
y c
on
tro
lled
op
era
tio
n w
ith
th
e c
om
pa
ny u
nd
er
arr
an
ge
me
nt
of
op
era
tin
g le
ase
fro
m a
uth
ori
tie
s.
b)
Fu
rnit
ure
& f
ixtu
re r
ela
tes
to f
en
cin
g o
f a
rea
un
de
r cu
ltiv
ati
on
& m
ake
shif
t a
rra
ng
em
en
t in
sta
lle
d in
lan
d r
efe
rre
d t
o 2
a a
bo
ve
.
c)C
ap
ita
l wo
rk in
pro
cess
incl
ud
e f
urn
itu
re &
fit
tin
gs
in p
lan
tati
on
sit
e w
ort
h ̀
65
.26
(p
rev
iou
s y
ea
r ̀ 2
6.0
1) p
en
din
g in
sta
lla
tio
n.
3)
De
pre
cia
tio
n f
or
the
ye
ar
inclu
de
` 2
18.9
8 (
Pre
vio
us
ye
ar
NIL
) b
ein
g a
ga
inst
ov
era
ge
d f
ixe
d a
sse
ts r
ed
uce
d t
o r
esi
du
al v
alu
e o
n a
cco
un
t o
f d
ow
nw
ard
re
vis
ion
of
life
sp
an
of
ass
ets
fo
llo
win
g
op
era
tio
na
liza
tio
n o
f S
chd
ule
II, C
om
pa
nie
s A
ct 2
013
wh
ich
ha
s b
ee
n a
dju
ste
d (
ne
t o
f d
efe
rre
d t
ax im
plica
tio
n t
he
re o
n)
wit
h s
urp
lus
/ d
efi
cie
ncy
he
ad
in B
ala
nce
Sh
ee
t
50
10: NON CURRENT INVESTMENTS (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Trade Investment in Domestic Company in fully 3.00 3.00paid equity instrument of Shivalik Solid WasteManagement Limited (30,000, Previous year
30,000 number of equity shares of ` 10/- each)
Total: 3.00 3.00
Note: Aggregate Book value of unquoted Investments 3.00 3.00
11: LONG TERM LOANS & ADVANCES (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Unsecured & Considered Good:Capital Advance 199.07 660.21Advance Payment of Tax (Net of provision ` Nil, 28.56 4.57Previous Year ̀ Nil)Total 227.63 664.78
12: OTHER NON CURRENT ASSETS (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Unsecured & Considered Good:Deposit with Electricity Board 121.23 121.23Rent Deposit 291.05 291.05Margin Money with Bank (Maturing after one year) 1,627.78 866.91Total 2,040.06 1,279.19
13: INVENTORIES (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Raw Materials 12,548.53 13,311.22Work-in-Progress 11,766.40 8,432.31Finished goods 7,000.13 7,630.41Stores & spares 2,703.10 3,081.20Total 34,018.16 32,455.14
Note:
Raw Material Includes:
- Stock-In-transit 152.68 216.65
14: TRADE RECEIVABLES (` in Lacs)
Particulars Details As At Details As At
31st March 2015 31st March 2014
Unsecured:Debts outstanding for a period above 6 monthssince due date of paymentConsidered Good 278.16 343.78Considered Doubtful 950.76 1,323.24
1,228.93 1,667.02
Less: Provision for Doubtful Debts 950.76 1,323.24278.16 343.78
Other Debts: Considered Good 11,524.20 10,798.91
Total 11,802.36 11,142.69
51
15: CASH & CASH EQUIVALENTS (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Balances with Banks 1,658.50 1,022.36
Fixed Deposit Maturing after three month
but before 1 year 52.13 17.72
Cash-in-Hand 1.66 3.07
1,712.29 1,043.15
Less: Transfer to Non Current Assets (Note a(i)) 1,627.78 866.91
Total 84.51 176.24
Note:
Balances with banks include Fixed deposit Pledged on account of margin against bank guarantee:-
i) Maturing after one year 1,627.78 866.91
ii) Maturing with in a year 52.13 17.72
16: SHORT TERM LOANS & ADVANCES (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Unsecured & Considered good
Advances to Suppliers 2,169.54 4,181.98
Advances to Employees 104.01 109.58
Balance with Govt. Authorities 5,526.13 4,347.84
Advance Payment of Tax (Net of provisions
` 7,668.84 (Previous Year ̀ 7,668.84) 529.73 529.66
Other Loans & Advances 559.36 387.79
Total 8,888.76 9,556.85
Note:
Advance to Employee includes due from
a) Officers 0.67 2.10
b) Director 1.00 NIL
17: OTHER CURRENT ASSETS (` in Lacs)
Particulars As at As at
31st March 2015 31st March 2014
Unsecured & Considered good:
Interest Accrued on FD 127.63 18.61
Export Subsidy Receivable 424.53 265.31
Security Deposit 150.63 74.57
Total 702.79 358.49
52
18(a)(i): SALE OF PRODUCTS (NET) (` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Domestic 5,678.42 5,010.62
Export 30,564.00 24,171.60
Total 36,242.42 29,182.22
18(a)(ii): OTHER OPERATING REVENUES (` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Export Subsidy 788.62 837.68
Sale of Scrap 127.70 77.22
Miscellaneous Receipts 49.25 129.40
Total 965.57 1,044.30
18(b): OTHER INCOME (` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Interest on Fixed Deposit 188.19 20.70
Provision for Doubtful Debts Written Back 610.16 777.33
Provision Other Written Back - 28.72
Provision for Gratuity Written Back - 27.77
Total 798.35 854.52
19: EMPLOYEE BENEFITS EXPENSES (` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Salaries, Wages and Bonus 6,523.27 6,091.57
Contribution to Provident and Other Funds 732.24 323.74
Workmen and Staff Welfare 560.59 708.03
Total 7,816.10 7,123.34
20: FINANCE COST (` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Interest Expense 2,300.77 770.60
Bank Charges 155.17 86.98
Net (gain)/Loss on Foreign Currency (4,456.72) 401.90
Total (2,000.78) 1259.48
53
21: DEPRECIATION & AMORTISATION
(` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Depreciation on Tangible Fixed Assets 4,342.29 3,001.67
(Read with Note No 3(9))
Amortisation of Intangible Fixed Assets 88.29 87.44
(Read with Note No 3(9))
Total 4,430.58 3,089.11
22: OTHER EXPENSES (` in Lacs)
Particulars Details For the year ended Details For the year ended
31st March 2015 31st March 2014
Manufacturing Expenses
Differential Excise D
Differential Excise Duty on Closing Stock 1.32 (1.23)
Power and Fuel 3,023.12 2,556.53
Stores and Spares Consumed 1,601.96 2,084.37
Repair to Building 165.79 162.79
Repair to Plant and Machinery 468.15 458.85
Repair to Others 154.37 230.28
Processing Charges 62.48 131.17
Other Manufacturing Expenses - 6.10
5,477.19 5,628.86
Selling and Distribution Expenses
Freight and Forwarding Charges 1,410.30 1,149.25
Commission,Discount and Rebate 252.69 223.53
Advertisement and Publicity 449.41 110.49
2,112.41 1,483.28
Establishment Expenses
Rates and taxes 210.35 157.82
Rent 226.06 359.16
Insurance 139.93 115.74
Printing & Stationery 115.93 80.63
Travel and Conveyance 559.77 938.25
Legal and Professional 809.86 214.84
Telephone and Fax Expenses 157.72 220.18
Security Expenses 136.79 118.63
General Charges 1,981.16 1,948.89
Director’s Fees 27.60 3.75
Auditor’s Remuneration 22.87 38.48
Scientific Research & Development Expenses 12,541.94 9,943.49
Loss on Sale of Fixed Assets 11.02 141.10
Computer Maintenance Expenses 581.96 314.74
Provision for Doubtful Debts 237.68 1,434.22
Fixed Assets Written Down - - 16.83
17,760.63 16,046.74
Total 25,350.23 23,158.88
54
(` in Lacs)
Particulars Opening Provision Closing Forum where
Provision Utilized/ Provision the dispute1st April Adjusted 31st March is pending2014 During the 2015
Year
Compensation claimed by Welcure Ltd., one of company’s 240.52 - 240.52 Arbitration
erstwhile distributors, on alleged ground of wrongful (240.52) - (240.52)
termination of product manufacturing agreement,
which has been contested by the company
Total 240.52 - 240.52
(240.52) (-) (240.52)
a) No provision has been made during the year.
b) Aforesaid provisions had been made in accounts as a measure of prudence in apprehension of possible outflow of
resources in future at point of time not being readily ascertainable.
c) Said provisions against disputed liabilities, form part of provision others in note no. 3(8).
24: (i) Expenditure in Foreign Currency: (` in Lacs)
Particulars For the year Ended For the year Ended
31st March 2015 31st March 2014
Professional & Consultation Fees 5,918.67 5,913.44
Salary 223.92 458.72
Traveling & Conveyance 221.98 415.06
Advertisement & Commission 629.86 332.38
Administration Charges 165.37 89.62
Interest 560.48 430.42
Others 147.90 288.48
Total 7,714.28 7,928.12
Note: Professional & Consultation Fees includes ` Nil provided in earlier year (previous year ` 4,671.26)
23: Contingent Liabilities (not provided for) ( ` in Lacs)
i) Claims against the company not acknowledge as debts:
a) Excise duty demand disputed ` 165.23 (Previous year ` 161.29).
b) Income tax demand disputed ` 348.51 (Previous Year ` 1,080.91).
c) Others ` 468.80 (Previous Year ` 333.80).
d) Guarantee Furnished ` 5,568.52 (Previous Year ` 2,998.36).
ii) Commitments
Capital Contract ` 1,096.13 (Previous Year ` 1,024.35) against tangible fixed.
iii) Contingent liabilities provided for:-
Information pursuant to AS-29 on claims lodged against the company which has been disputed but provided for:-
55
(ii) CIF Value of Imports:
(` in Lacs)
Item Current year Previous year
Raw Materials 11,760.45 10,994.85
Stores & Spares (including packing material) 1,106.17 1,917.46
Capital Goods 1,696.92 2,313.14
Total 14,473.54 15,225.45
(iii) Earning in Foreign Exchange:
Export Sales at FOB 28,905.01 22,951.09
Service Income 11,131.25 11,171.73
Total 40,036.26 34,122.82
(iv) Auditors Remuneration:
Audit Fee 22.47 22.47
Reimbursement of Expenses 0.39 10.97
Other Matters 1.03 5.04
Total 23.89 38.48
(v) Particulars of Major Items of Raw Material
Item Purchase Consumption
Current year Previous year Current year Previous year
Bulk Drug 13,964.68 16,245.26 14,317.90 11,981.64
Others 7,702.36 6,237.68 8,128.49 7,144.10
Total 21,667.04 22,482.94 22,446.39 19,125.74
(vi) Particulars of Purchase of Stock in trade
Item Current year Previous year
Injections 640.85 669.50
Tablets 46.04 75.83
Others 209.05 155.57
Total 895.94 900.90
(vii) Particulars of Income from Services
R&D Services Provided 10,292.72 10,313.28
Other Services 973.89 962.59
Total 11,266.61 11,275.87
(viii) Closing Stock of Work in Progress (break-up)
Formulation 1,872.87 2,278.10
Bulk Drug 9,893.53 6,154.21
Total 11,766.40 8,432.31
56
(ix) Breakup of Consumptions
(` in Lacs)
Particualars Raw Material Packing Material
(including stores & spares)
Amount % Amount %
` in Lacs ` in Lacs
Imported 12,295.14 54.78% 880.74 23.27%
(9,068.45) (47.41)% (1,478.38) (34.37)%
Domestic 10,151.25 45.22% 2,904.00 76.73%
(10,057.29) (52.59)% (2,823.45) (65.63)%
Total 22,446.39 100.00% 3,784.74 100.00%
(19,125.74) (100.00%) (4,301.83) (100.00%)
(Note: Figures in brackets relate to previous year)
(x) Break up of Sales : (Inclusive of Excise Duty)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Injections 30,862.27 28,741.17
Tablets 708.76 601.47
Bulk Drugs 4,758.94 271.37
Gross Sale 36,329.97 29,614.01
Less: Sales Return (87.54) (431.79)
Net Sales 36,242.43 29,182.22
(xi) Inventories Written Down
Raw Material 19.17 403.43
Store & Spare 350.27 142.59
Work-in-Progress 513.15 799.36
Finished Goods 764.91 328.43
Total 1,647.51 1,673.81
(Xii) Pursuant to sec 135 of Companies Act 2013, the company has incurred ̀ 49.83 Lacs in specified channels as per schedule VII
of the Companies Act 2013 towards its obligation of corporate social responsibility in due cognizance off expenses to be
included in aforesaid results under law.
25: Test of impairment of tangible fixed assets conducted for four cash generating units (CGUs) of the company (Kalyani, Baddi-I unit,
Nalagarh unit and R&D section) revealed their recoverable value arrived at on the basis of value in use concept higher than
corresponding carrying costs. This ruled out the cause of any further exercise of ascertaining recoverable value on the basis of net
selling price method and exigency of impairment provision.
26: Building constructed on leasehold land included in the value of Building in Fixed Assets Schedule: (` in Lacs)
Particular As at 31st March 2015 As at 31st March 2014
Cost 4,642.99 4,633.69
Written down Value 3,847.60 3,963.22
57
27: Foreign Exchange Exposure: (Entry unhedged):
a) Sundry Creditors (foreign) 0.13 Mio GBP (previous year 0.11 Mio GBP)
1.25 Mio USD (previous year NIL Mio USD)
10.65 Mio EURO (previous year 5.68 Mio EURO)
6 .07 Mio SEK (previous year 6.21 Mio SEK)
b) Sundry Debtors (foreign) 7.32 Mio EURO (previous year 8.01 Mio EURO)
7.71 Mio USD (previous year 7.71 Mio USD)
c) Unsecured ECB 14.70 Mio Euro (previous year 14.70 Mio Euro)
28: Due to micro & small enterprises within the meaning of micro, small & medium enterprises development act, 2006
shown under creditors for goods
(` in Lacs)
Particular 31st March 2015 31st March 2014
Principal Due 218.38 150.82
There has been no delay in payment beyond specified period attracting interest liability.
29: Related party Disclosures:
Related party disclosures as required under AS-18 are given below:
a) Name of related party and nature of related party relationship where control exists:
Ultimate Holding Entity : Fresenius SE & Co. KGaA
Immediate Holding Entity : Fresenius Kabi (Singapore) Pte.Ltd.
Other Holding Entities : Fresenius Kabi AG, Fresenius Kabi Deutschland GmbH,
Fresenius Kabi Austria GmbH
Fellow Subsidiaries : Fresenius Kabi Australia GmbH, Fresenius Kabi Brazil Ltda.,
Fresenius Kabi Chile Ltda., Fresenius Kabi Horatev CZ s.r.o.
Fresenius Kabi Ltd. UK, Fresenius Kabi México S.A. de C.V.,
Fresenius Kabi Wuhan China, Fresenius Kabi Argentina SA,
Fresenius Kabi Asia Pacific Ltd., Fresenius Kabi India Private Ltd.,
Fresenius Netcare GmbH Germany, Fresenius Kabi USA LLC,
Fresenius Kabi Malaysia, Fresenius Kabi AB Sweden, Fresenius
Kabi Oncology Plc UK, Hygieneplan GmbH Germany, Fresenius
Kabi Norge AS, Fresenius Kabi Colombia S.A.S, Fresenius Kabi
Portugal Lda.,
b) Other related parties in transaction
Key management personnel : Peter F. Nilsson, Chairman & MD.
Nikhil Kulshreshtha, Company Secretary,
Shefali Khaladkar, CFO (From 1st March 2015)
Madelene Karvin, CFO (up to 9th September 2014)
Directors : Dilip G.Shah, Rajeev Lochan Jain
58
Particulars Other/ Key Fellow Director’s Total Outstanding
Immediate Manage- Subsidiary as on
Holding ment 31st March
Entity Personnel 2015
Sale of Goods 2,163.89 - 27,322.45 - 29,486.34 6,342.05
(2045.96) (-) (22,749.47) (-) (24,795.43) (8,952.21)
Purchase 0.18 - 0.00 - 0.18 -
(0.57) (-) (14.05) (-) (14.62) (-)
Receiving of Services 4,038.05 - 562.92 - 4,600.97 5,624.48
(4,897.26) (-) (380.42) (-) (5,277.68) (2,838.99)
Service provided 11,132.25 - 126.93 - 11,258.18 30.39
(11,171.73) (-) (104.14) (-) (11,275.87) (59.48)
Reimbursement of 5.07 - 192.31 - 197.37 26.05
Expenses Received (14.15) (-) (423.16) (-) (437.31) (283.40)
Reimbursement of 178.60 - 310.63 - 489.23 473.35
Expenses Paid (557.32) (-) (519.96) (-) (1077.28) (1,323.11)
Remuneration & Meeting Fees - 407.30 - 27.60 434.90 -
(-) (224.27) (-) (3.75) (224.27) (-)
Loan Taken - - - - - 9,866.64
(-) (-) (-) (-) (-) (12,138.75)
Interest Paid 252.70 - - - 252.70 84.89
(278.74) (-) (-) (-) (278.74) (112.00)
(Figures in bracket relate to previous year)
1) Sale of goods made to Fresenius Kabi Oncology Plc UK, ` 9,156.03 (Previous year ` 9,679.24), Fresenius Kabi Asia Pacific
Ltd ` 6,037.60 (Previous year ` 6,127.32) & Fresenius Kabi India Pvt Ltd ` 4,560.83 (Previous year ` 4,808.00), Fresenius
Kabi USA, LLC `5,133.11 (Previous Year `33.99)
2) Purchases includes purchases made from Fresenius Kabi Mexico S.A De C.V. ` 0.18 (Previous year ` 12.73)
3) Service provided includes service provided to Fresenius Kabi Deutschland GmbH ̀ 11,131.25 (Previous year ̀ 11,171.73)
4) Receiving of service includes services received from Fresenius Kabi Deutschland GmbH ̀ 4,038.05 (Previous year ̀ 4,897.26)
out of which ` Nil (Previous year ̀ 4,671.26) was utilized against provision made during the last year
5) Interest paid to holding company Fresenius Kabi (Singapore) Pte Ltd `252.70 (Previous year ` 278.74)
6) Reimbursement of Expenses Received includes reimbursement received from Fresenius Kabi Oncology Plc ̀ 19.24 (Previous
year `283.90), Fresenius Kabi Asia Pacific Ltd. `32.56 (Previous year ` 71.79), Fresenius Kabi Netcare ` 59.76 (Previous
year `59.76), Fresenius Kabi USA, LLC ` 122.73 (Previous year ` Nil),
7) Reimbursement of Expenses Paid includes reimbursement paid to Fresenius Kabi Deutschland GmbH ̀ 79.23 (Previous year
` 525.72), Fresenius Kabi AB Sweden ` 65.52 (Previous year ̀ 293.56), Fresenius Kabi USA LLC ` 158.40 (Previous year `
164.87), Fresenius Kabi Austria GmbH ̀ 99.37 (Previous year ̀ 31.60), Fresenius Kabi Oncology Plc. ̀ 62.60 (Previous year
` 0.80).
( ` in Lacs)
59
30: Employee Related Dues: (Information Pursuant to AS-15)
A) Defined Benefit Plan
a) Expenses recognized during the period ( ` in Lacs)
Particulars Gratuity Leave Salary Total
(Funded) (Unfunded)
I. Current Service Cost 156.78 166.61 323.39
(142.80) (148.84) (291.64)
II. Interest Cost 71.42 46.96 118.38
(77.82) (55.32) (133.14)
III. Expected Return on Plan Assets (-51.77) - (-51.77)
(-52.09) (-) (-52.09)
IV. Actuarial Loss/ Gain 280.09 105.72 385.81
(-196.28) (-132.03) (-328.31)
V. Total Expenses recognized during the Year 456.52 319.28 775.80
(-27.77) (72.13) (44.36)
b) Reconciliation of Opening & Closing balances of obligations
Particulars Gratuity Leave Salary Total
(Funded) (Unfunded)
I. Obligation as on 1st April 2014 854.88 567.12 1,422.00
(834.25) (590.19) (1,424.44)
II. Current service cost 156.78 166.61 323.39
(142.79) (148.85) (291.64)
III. Interest cost 71.42 46.96 118.38
(77.82) (55.32) (133.14)
IV. Actuarial Gain / (Loss) 280.72 105.72 386.44
(-191.35) (-132.04) (-323.39)
V. Settlement -122.56 -90.69 -213.25
(-8.64) (-95.20) (-103.84)
VI. Obligation as on 31st March 2015 1,241.24 795.72 2,036.96
(854.87) (567.12) (1,421.99)
c) Change in Plan Assets
(Reconciliation of opening and closing balances)
Particulars Gratuity Leave Salary Total
(Funded) (Unfunded)
I. Fair Value of Plan Assets as on 1st April 2014 704.14 - 704.14
(578.62) (-) (578.62)
II. Expected Return on Plan Assets 51.77 - 51.77
(52.09) (-) (52.09)
III. Actuarial Gain / (Loss) 0.63 - 0.63
(4.93) (-) (4.93)
IV. Employer Contribution 102.10 - 102.10
(77.13) (-) (77.13)
V. Settlement -122.56 - -122.56
(-8.64) (-) (-8.64)
VI. Fair Value of Plan as on 31st March 2015 736.09 - 736.09
(704.14) (-) (704.14)
(Note: Figures in brackets relate to previous year)
60
d) Obligation vis-à-vis Planned Assets as on 31st March 2015 ( ` in Lacs)
Particulars Gratuity Leave Salary Total
(Funded) (Unfunded)
Obligation as on 31st March 2015 1241.24 795.72 2036.96
(854.88) (567.12) (1422.00)
Planned assets as on 31st March 2015 736.09 - 736.09
(704.14) (-) (704.14)
Deficit as on 31st March 2015 505.15 795.72 1,300.87
(150.74) (567.12) (717.86)
e) Amount Recognized in Current Year and Previous four Years
Particulars As at 31st March
2015 2014 2013 2012 2011
Defined Benefit Obligation 1,241.24 854.88 834.25 689.91 439.69
Fair Value of Plant Assets 736.09 704.14 578.62 472.38 349.67
Deficit in the Plan 505.15 150.74 255.63 217.63 90.02
Actuarial (Gain) / Loss on Plan Obligation 280.09 (196.28) (53.93) 190.28 94.47
Actuarial Gain / (Loss) on Plan Assets 0.63 4.93 0.01 1.96 -
f) Investment detail of plan assets as on 31st March 2015 100% in reimbursement right from insurance
company for fund managed by it.
g) Actuarial Assumptions (Economic):
Discount rate (%) 7.80%
Estimated rate of return of benefit obligation 8.50%
Salary escalation ratio inflation (%) 15.00%
Method Projected unit credit method
h) The estimates of future salary increase take into account regular increment, promotional increases and inflationary
consequence over price index.
i) Demographics assumptions take into account mortality factor as per LIC (1994-96) ultimate criteria, employees’ turnover
at 13% (previous year 13%), retirement age at 60 (previous year 60).
B) Defined Contribution Plan: -
Company’s contribution to different defined contribution plans: -
Particulars 2014-15 2013-14
Provident Fund 236.34 230.56
Employees State Insurance 23.73 27.61
Employees Superannuation Fund 65.07 62.57
Total 325.14 320.74
C) Salaries, Wages & Bonus includes bonus of ` 47.52 (Previous year ` 48.20).
61
31: (a) Information about Primary Business Segments: (` in Lacs)
Particulars Formulation Bulk Drug R&D Total
External Revenue 31,362.77 4,758.94 10,292.72 46,414.43
(30,154.61) (349.03) (10,313.28) (40,816.91)
Inter-Segment Revenue -14,762.87 14,762.87 - -
(-4,153.08) (4,153.08) - -
Total Revenue 16,599.89 19,521.81 10,292.72 46,414.43
(26,001.53) (4,502.11) (10,313.28) (40,816.92)
Results:
Segment Result -6,967.39 -2,974.88 1,849.63 -8,092.64
(385.42) (-6,657.01) (1,111.38) (-5,160.21)
Unallocated Corporate Expenses 3,664.03
(4,790.32)
Operating Profit -11,756.67
(9,950.53)
Finance Charges -551.73
(904.91)
Income Tax (Current & Deferred) 286.33
(-1,190.46)
Profit from Ordinary Activities -11,491.27
(9,664.89)
Exceptional Items (Loss) / Income -4,220.42
(226.00)
Profit before Extraordinary Activities -15,711.69
(-9,890.98)
Extraordinary (Loss) / Income 0.00
(-1,244.42)
Net Profit -15,711.69
(-11,135.40)
Other Information:
Segment Assets 54,570.07 44,571.86 5,022.12 1,04,164.05
(48,083.86) (41,492.60) (7,117.03) (96,693.49)
Unallocated Corporate Assets 7,461.03
(13,109.62)
Total Assets 1,11,625.08
(109,803.11)
Segment Liabilities 4,909.12 21,804.42 1,594.71 28,308.26
(9,884.02) (18,858.91) (1,504.84) (30,247.77)
Corporate Liability 31,097.18
(23,372.69)
59,405.44
Total Liabilities (53,620.46)
Capital Expenditure 1,828.94 1,886.60 431.42 4,146.96
(1,969.31) (1,521.50) (2,151.61) (5,642.42)
Unallocated Capital Expenditure 305.67
(319.89)
Depreciation (Charged to Statement of Profit & Loss) 1,773.68 1,305.37 1,188.71 4,267.75
(686.92) (775.14) (715.55) (2,711.74)
Unallocated Depreciation (Charged to
Statement of Profit & Loss) 74.54
(289.92)
Non Cash Expenses other than Depreciation
(Amortisation of Intangible Assets) 88.29 - - 88.29
(87.44) - - (87.44)
Note: i) Figures in brackets relates to previous year.
62
(b) Information about secondary business segment (Geographical Segment):
Sale of Product and service Income ` 47,509.05 (previous year ` 40,458.09), ` 41,830.61 (Previous year ` 35,343.33)
relates to exports and ` 5,678.44(previous year ` 5,114.76) relates to domestic sales.
32) Information pursuant to AS-19
The total of future minimum lease rent payment under non-cancelable operating lease against residential/office accommodation.
( ̀ in Lacs)
Particulars 2014-15 2013-14
- No later than one year 609.74 699.65
- Later than one year and not later than five years 1,036.87 3,035.98
- Lease rent recognized in Profit and Loss A/c during the year 788.60 943.69
33) (a) Movement of Provision for doubtful debts / advances ( ̀ in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Debts Advances Debts Advances
Opening Balance 1,323.24 - 666.35 95.61
Provision for the Year 237.68 - 1,434.22 -
Total 1,560.92 - 2,100.57 -
Less: Realization 610.16 - (777.33) -
Less: Write off - - - (95.61)
Closing Balance 950.76 - 1,323.24 -
(b) Other provision includes ` 53.52 (previous year ` 67) against metaxolone project forming part of Capital Work-in-
progress in Note 3.9 being poised for abandonment (Also refer Note 3.23 (iii) and 3.37(a))
(c) Movement of Provision of Taxation: ( ̀ in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Opening Balance 12,845.17 11,600.75
Add : Addition during the year - 1,244.42
Closing Balance 12,845.17 12,845.17
34) Information pursuant to AS-27
a) The Company has entered into contractual arrangement with a co-venturer for joint cultivation of agro based input,
the co-venturer being the operator of the joint venture. The company’s share of assets, liabilities, expenses and capital
commitment in said joint venture deal accounted for/disclosed in financial statement are indicated below:
Particulars As on As on
31st March 2015 31st March 2014
1. Plantation in progress (forming part of
Fixed Assets in note no. 3.9): No. Of Sapling Amount No. Of Sapling Amount
Phase-1 Plantation (2008-09) 119,000 107.72 120,000 99.98
Phase-2 Plantation (2010) 98,000 65.80 100,000 59.93
Phase-3 Plantation (2011) 137,000 69.88 75,000 38.57
Phase-4 Plantation (2012) 126,000 63.05 40,000 20.11
Sapling in nursery procured in 2010 Nil Nil Nil Nil
Sapling in nursery procured in 2011 Nil Nil 65,000 22.47
Sapling in nursery procured in 2012 Nil Nil 90,000 32.94
Sapling in nursery procured in 2013 100,000 37.20 101,000 29.47
Cutting 155,000 37.20 145,000 34.80
Total 385.69 338.27
63
( ` in Lacs)
Particulars As on As on
31st March 2015 31st March 2014
2. i) Furniture & Fixtures Plantation (Forming part of Fixed Asset in note 3.(9)) 56.32 30.81
ii) Capital work in progress – Furniture & Fixture pending
for installation ( Forming part of Fixed 7sset in note 3.(9)) 65.26 26.01
3. Advance to supplier (forming part of Short Term Loans &
advances in note 3.(16)) Nil Nil
4. Advance to co-Venturer (forming part of short term Loan &
Advances in note 3.(16)) 38.85 23.91
5. Charged to revenue: During the year
i) Rent (forming part of other expenses in note 3.(22)) 6.00 Nil
ii) Bank charges (forming part of finance cost in note 3.(20)) Nil Nil
iii) Fixed Assets Discarded (Sapling Damage) (forming part of other
expenses in note 3.(22)) Nil 16.85
iv) Depreciation (Forming part of depreciation in note 3.(9)) 18.13 5.31
6. Capital Commitment against plantation 3,743.00 3,743.00
35 (a): Scientific Research & Development Expenditure (forming part of other expenses in note no. 3.22) include followings:-
( ` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Power & Fuel 246.58 191.34
Freight, Postage & Telephone Charges 40.67 52.79
Printing & Stationery 13.52 15.74
Rates & Taxes 107.70 220.85
Rent 540.11 584.53
Repair- Plant & Machinery 1,694.64 427.31
General Expenses 2,075.29 335.94
Salary 2,600.89 2,086.50
Stores & Spares 146.95 338.39
Travel 356.20 233.86
Security Charges 17.00 15.72
Interest Paid 7.69 6.50
Insurance Charges 34.76 8.22
Consumption of Raw Material & Chemicals 4,659.94 5,425.80
Total 12,541.94 9,943.49
(b) Capital expenditure incurred on account of scientific research and development (forming part of fixed asset in note no
3(9)). ( ` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
Plant & Machinery 294.44 1,644.76
Computer 31.64 66.34
Vehicle 11.29 29.99
Office Equipment 24.52 9.69
Furniture & Fixtures 2.02 1.51
Capital Work in Progress 67.51 394.32
Total 431.42 2,146.60
64
36: Information Pursuant to AS-20 on Earning per share (EPS)
(` in Lacs)
Particulars For the year ended For the year ended
31st March 2015 31st March 2014
a) Without considering of Extra-Ordinary Items:
Profit/Loss after tax (15,711.69) (11,135.40)
Add (less) Extra Ordinary Expenses / (Income) 922.15 1,244.42
Profit Before Extra Ordinary Items (14,789.54) (9,890.98)
Number of equity shares (basic & Diluted) Weighted Average 162,871,075 158,227,655
EPS (Basic and Diluted) before Considering of Extra ordinary Items -9.08 -6.25
b) After considering of Extra-Ordinary Items:
Profit After Tax (15,711.69) (11,135.40)
Profit Including Extra-Ordinary Items (15,711.69) (11,135.40)
Number of Equity Shares (Basic & Diluted) Weighted Average 162,871,075 158,227,655
EPS (Basic and Diluted) after Considering of Extra Ordinary Items -9.65 -7.04
37) Exceptional item relates to aggregate of cost incurred during the year on account of upgradation of Kalyani unit. Said cost
aggregate ` 10,246.42 (Previous year ` 6,026.00) in cumulative context till end of the year
38) Pursuant to operationalisation of schedule II under Companies Act 2013, revising life span of assets
a) Overaged assets as on 1st April 2014 have been reduced to residual value, impact thereof ` 218.98 reduced by deferred
tax implication thereon ` 67.66 has been charged to retain deficit under broad head of “Reserve and Surplus” in Balance
Sheet this reduced net worth by ` 151.32
b) Remaining assets have been subjected to deprecation charge at rate which amortize them to residual value during their
revised life span thereby adding to loss by ` 922.15 vis –a- vis previous years relevant accounting practice.
c) Treatment of change in depreciation includes, inter-alia, amortization of remainig fixed assets on SLM in terms of revised
life span irrespective of treatment of depreciation there on (SLM/WDV) prior to effecting relevant change. This is in
departure from guidance note of ICAI enjoining retrospective application of depreciation in SLM since date of acquisition of
fixed assets previously charged under WDV method as management deems relevant guidance note not being consistent with
Schedule II of Companies Act 2013.
39) Extraordinary item of previous year relates to income tax of earlier years. Extraordinary expense of current year amounts to
` 922.15 being impact on loss of change in accounting practice referred to in 38(b) which lies in limited context of arriving at
EPS
40) (a) All monetary figures are expressed in ` Lacs unless stated otherwise.
(b) Previous year figures have been regrouped / re casted wherever considered necessary to make them comparable with
those of the current year.
Signatures to the Notes “1” to “3” Annexed to and forming part of the Accounts.
For Fresenius Kabi Oncology Limited As per our report
of even date attached
PETER F. NILSSON MARIA GOBBI SHEFALI KHALADKAR NIKHIL KULSHRESHTHA For G.BASU & CO
Managing Director Director Chief Financial Officer Company Secretary Chartered Accountants
Firm Registration Number: 301174E
S. LAHIRI
Gurgaon Partner
7th May 2015 Membership No. 51717
