piramal - bombay stock exchange€¦ · piramal phytocare limited (ppl) is engaged in globally...

11 th July, 2019

BSE Limited 1st Floor, New Trading Wing, Rotunda Bldg, P.J. Towers, Dalal Street, Fort, Mumbai- 400 001.

National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1 , G.Block Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

Dear Sir / Madam,

Ref: BSE Scrip code - 532979 NSE Symbol - PIRPHYTO

Sub: 18th Annual General Meeting of the Company and Annual Report for FY 2018-19

Piramal Phytocare

We wish to inform you that the 18th Annual General Meeting (AGM) of Piramal Phytocare · Limited (' the Company') is scheduled to be held on Monday, 5th August, 2019at11.00 a.m. at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K Dubash Marg, Kala Ghoda, Fort, Mumbai - 400 001.

Enclosed please find the Annual Report of the Company for the financial year ended 3 l51

March, 2019 including the Notice of the }gth AGM of the Company, for your record.

Kindly take the above on record and oblige.

Thanking you,

Yours truly,

For Piramal Phytocare Limited

~-Company Secretary

Encl: a/a

Piramal Phytocare Limited CIN : L73100MH2001PLC132523

Registered Office: Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013, India Secretarial Dept: Ground Floor, B Block, Agastya Corporate Park, Opp. Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai, Maharashtra 400070, India

T +91 22 3802 3083 F +91 22 3802 3084 piramalphytocare.com

Annual Report 2018-2019Piramal Phytocare Limited

Piramal Phytocare

BOARD OF DIRECTORSN.L. Bhatia

Gautam Doshi

Rajesh Laddha

Rashida Najmi

MANAGERRajiv Salvi

CHIEF FINANCIAL OFFICERAnkit Kotak

COMPANY SECRETARYManeesh Sharma

AUDITORSPrice Waterhouse Chartered Accountants LLP,252, Veer Savarkar Marg,Shivaji Park, Dadar (West),Mumbai – 400 028

BANKERSHDFC Bank Limited

RBL Bank Limited

Piramal Phytocare Limited

Contents

1

Management Discussion & Analysis .................................................................................................2

Report on Corporate Governance ......................................................................................................5

Board’s Report ..................................................................................................................................18

Auditors’ Report ................................................................................................................................43

Balance Sheet...................................................................................................................................50

Statement of Profit & Loss ..............................................................................................................51

Cash Flow Statement .......................................................................................................................52

Statement of Changes in Equity ......................................................................................................54

Notes to Financial Statements ........................................................................................................55

Notice & Proxy Form ........................................................................................................................77

This Annual Report can also be accessed at the Company’s website, www.piramalphytocare.com

CONTENTS -

Management Discussion & Analysis

2 Annual Report 2018 - 19

MANAGEMENT DISCUSSION AND ANALYSIS

Performance Highlights:

Income Statement

(` in Lakhs)

Year ended March 31 2019 2018

Income

Sales 2,512.01 2,381.38

Other Income 5.25 21.94

Expenditure

Total Operating Expenditure 3,261.40 4,644.15

Profit / (Loss) Before Interest, Depreciation and Tax (744.14) (2,240.83)

Less : Interest Paid (net) 75.4 1.59

Profit / (Loss) Before Depreciation and Tax (819.54) (2,242.42)

Less : Depreciation 4.17 4.17

Profit / (Loss) Before Tax (823.71) (2,246.59)

Less : Tax Expenses - -

Net Profit / (Loss) After Tax (823.71) (2,246.59)

Other Comprehensive Income / (Loss) 12.60 (1.45)

Total Comprehensive Income / (Loss) for the period (811.11) (2,248.04)

Earnings / (Loss) per Share (Basic / Diluted) (`) (Face Value of ` 10 each) (3.17) (8.65)

Net Sales:Piramal Phytocare Limited (PPL) is engaged in globally marketing novel healthcare solutions from natural resources and supplying over-the-counter products to Piramal Enterprises Limited. During the year, PPL’s sales (including Other Income) increased 5% to ` 2,517.26 lakhs as against ` 2,403.32 lakhs in FY2018.

Operating Expenditure:Operating expenditure was reduced to ` 3,261.40 lakhs as compared to ` 4,644.15 lakhs in FY2018.

Profit / Loss for the year: Improved Gross Margins and Lower employee costs resulted in a reduction of losses to ` 823.71 lakhs for the current year from ` 2,246.59 lakhs in FY2018.

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3Piramal Phytocare Limited

Balance Sheet(` in Lakhs)

As at March 31 2019 2018

Non-Current AssetsProperty, Plant and Equipment 27.24 31.41

Other Non-current Assets 30.87 30.87

Total Non-Current Assets 58.11 62.28

Current AssetsInventories 12.04 31.70

Financial Assets:Trade Receivables 64.32 100.40

Cash & Cash equivalents 106.30 197.85

Bank balances other than above 0.50 0.50

Other Financial Assets 25.34 21.12

Other Current assets 527.46 395.88

Total Current Assets 735.96 747.45

Total Assets 794.07 809.73

EquityEquity Share Capital 2,596.03 2,596.03

Other Equity (5,149.69) (4,338.58)

Total Equity (2,553.66) (1,742.55)

Liabilities

Non-Current LiabilitiesProvisions 15.25 45.26

Current LiabilitiesFinancial Liabilities:(i) Borrowings 1,344.26 -

(ii) Trade Payables 1,879.28 289.96

(iii) Other Financial Liabilities 39.80 117.95

Other Current Liabilities 13.65 1,993.81

Provisions 55.49 105.30

Total Current Liabilities 3,347.73 2,552.28

Total Equity and Liabilities 794.07 809.73

Industry Overview:Global herbal market is growing at about 6% CAGR and is estimated to reach USD 129 Billion by 2023. The rising popularity of herbal medicines compared to conventional drugs is the main driver for growth. Increasing use of synthetic chemicals in medicine has annoyed many consumers, who are increasingly demanding all-natural alternatives to conventional medicine. The increasing number of consumers opting for natural alternatives to conventional medicine is likely to remain the strongest driver for the global herbal medicine market. Less side effects and low toxicity compared to allopathy products, acceptance of herbal products over other medicines, absence of allopathic medicines especially for some chronic conditions are all key factors for growth.

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Furthermore, the Indian government has been supporting herbal sector through various schemes. More than 30,000 branded and 1,500 traditional AYUSH (Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy) products are available in India, which is the world’s second largest exporter of medicinal plants after China.

Business and Strategy:PPL is engaged in developing and marketing standardized healthcare solutions derived from natural sources such as plants. The Company leverages India’s biodiversity and vast pool of knowledge in traditional medicinal systems as a source for new medications. It offers proprietary medicinal products that are made from standardized herbal extracts. The intrinsic benefits of herbal products include greater efficacy, little or no side effects and availability at affordable prices. PPL follows stringent norms for standardization, validation and product development ensuring world class quality and consistent performance

Polyherbal formulations, finds its roots in the classical wisdom of Ayurveda and are being consumed in many countries across the globe such as Georgia, Algeria, Moldova, UAE, Singapore, Ukraine, Kazakhstan, Sri Lanka and India. The phyto-active constituents used in these products are well known and are already available in the industry, but the formulations have been designed, developed, and standardized for specific use by PPL.

In India, these products are licensed under the department of AYUSH as Proprietary Ayurvedic Medicine. The Company is registered with Pharmaceutical Export Promotion Council (PHARMEXIL), Government of India and is actively engaged in promoting the cause of Scientific, safe and effective herbal products through participation in relevant events and conferences in India and Abroad. Quality is the most important issue in this segment like formulation development process & manufacturing. This is a great opportunity for Piramal Phytocare Products.

During the year, the company rolled out the following initiatives –

• Appointed marketing experts to strengthen its business and improve its presence in various countries, specifically in CIS and CEE countries

• Identified ten potential Indian companies /distributors with a presence in French African, UAE and ASEAN countries to explore business opportunities in these countries

• Listed product portfolio on “1mg”, one of India’s largest online pharmacy

• Strengthened product range, developing Cosmeceutical products such as Anti-dandruff herbal shampoo and herbal hair oil/s

• Improved systems and processes by institutionalising Standard Operating Processes for carrying out business activities

Merger:

The Board of Directors on May 28, 2018 had approved a “Scheme of Amalgamation” (“Scheme”) of Piramal Enterprises Limited, with the Company and its respective shareholders. The Scheme has been approved by the equity shareholders of the Company in their meeting convened as per the directions of the National Company Law Tribunal on April 2, 2019. The Scheme is subject to approval of regulatory authorities.

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Report on Corporate Governance


REPORT ON CORPORATE GOVERNANCE

A report for the financial year ended March 31, 2019 on the compliance by the Company with the Corporate Governance requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’), is furnished below.

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to

effective control and management of the organisation. Good Corporate Governance leads to long-term stakeholder value and enhances interests of all stakeholders. It brings into focus the fiduciary and trusteeship role of the Board to align and direct the actions of the organisation towards creating wealth and stakeholder value.

The Company’s essential character is shaped by the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company continuously endeavors to improve on these aspects. The Board views Corporate Governance in its widest sense. The main objective is to create and adhere to a corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target. The Company’s philosophy on Corporate Governance is guided by the Company’s philosophy of Knowledge, Action, Care and Impact.

The Board of Directors fully supports and endorses the Corporate Governance practices as envisaged in the Listing Regulations.

2. BOARD OF DIRECTORS A. Composition and Size of the Board

The composition of your Company’s Board, which comprises of 4 Directors, is given in the table below and is in conformity with Regulation 17(1) of the Listing Regulations and other applicable regulatory requirements. There are no Nominee Directors representing any institution on the Board of the Company.

Name of Director Other Directorships as on March 31, 20191

Membership of other Board Committees as on

March 31, 20192

Directorships in Listed Companies and Category of

Directorship as on March 31, 20193as Member as Chairman as Member as Chairman

Non-Executive Non-Independent DirectorsMr. Rajesh Laddha 7 - 1 - -Ms. Rashida Najmi - - - - -Non-Executive Independent DirectorsMr. Gautam Doshi 8 - 4 2 1. Reliance Home Finance

Limited (Non-Executive

Director)2. Sun Pharmaceutical

Industries Limited (Independent Director)

Mr. N. L. Bhatia 2 - 1 - -

Notes:

1 This excludes directorships in foreign companies and companies licensed under Section 8 of the Companies Act, 2013 (‘the Act’)/ Section 25 of the Companies Act, 1956.

2 This relates to membership of Committees referred to in Regulation 26(1) of the Listing Regulations, viz. Audit Committee and Stakeholders Relationship Committee of all public limited companies, whether listed or not and excludes private limited companies, foreign companies and companies licensed under Section 8 of the Act/ Section 25 of the Companies Act, 1956.

3 Excludes directorship in the Company.

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I. Key Board qualifications, skills, expertise and attributes

In the context of the Company’s business and activities, the Company requires skills/ expertise/ competencies in the areas of General Corporate Management, Entrepreneurship, Pharmaceuticals, Quality Management, Herbal Medication, Product Development, Sale & Marketing, Corporate Governance, Corporate Laws, Strategy, Finance and Economics. The Company’s Board comprises of individuals who are reputed in these skills, competence and expertise that allows them to make effective contribution to the Board and its committees.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, diversity and competence required for it to function effectively.

II. Role of Non-Executive/ Independent Directors

Non-Executive/ Independent Directors play a key role in the decision-making process of the Board and in shaping various strategic initiatives of the Company. These Directors are committed to act in what they believe to be in the best interests of the Company and its stakeholders. These Directors are professionals, with expertise and experience in general corporate management, corporate laws, finance and other allied fields. This wide knowledge of their respective fields of expertise and best-in-class boardroom practices, helps foster varied, unbiased, independent and experienced perspective. The Company benefits immensely from their inputs in achieving its strategic direction.

An Independent Director is the Chairman of each of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act, the Listing Regulations and are independent of the Management.

III. Meeting of Independent Directors

The Company’s Independent Directors met on February 5, 2019 without the presence of Non-Executive Directors or members of management and reviewed matters pertaining to Performance Evaluation of the Board/ Committees and the Directors.

Both the Independent Directors attended the meeting.

IV. Familiarization Programme for Independent Directors

The Company has established a Familiarization Programme for Independent Directors. The framework together with the details of the Familiarization Programme conducted has been uploaded on the website of the Company.

The web-link to this is http://piramalphytocare.com/investors/

V. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria based on the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (‘SEBI’).

The Board of Directors has expressed their satisfaction with the evaluation process.

VI. Inter-se relationship among Directors

None of the Directors of the Company are inter-se related to each other.

VII. Certification from Company Secretary in Practice

A certificate has been received from M/s. Dhrumil M. Shah & Co., Practising Company Secretary, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by SEBI, Ministry of Corporate Affairs (‘MCA’) or any such statutory authority.

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B. Board Meetings and Procedures

The annual calendar for Board/ Committee meetings is fixed well in advance and is in confirmation with the availability of the Directors, so as to facilitate active and consistent participation of all Directors in the Board/ Committee meetings. Video conferencing facilities are provided to enable active participation by Directors who are unable to attend the meetings in person.

Details presented to the Board include operations, business performance, finance, sales and related details. All necessary information including but not limited to those mentioned in Part A of Schedule II to the Listing Regulations, are placed before the Board of Directors. The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic.

There was no instance during the financial year 2018-19, where the Board of Directors had not accepted the recommendation of any Committee of the Board.

I. Meetings Held

Four Board meetings were held during the year and the maximum time gap between any two Board meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements.

The meetings were held on the following dates:

May 28, 2018 August 2, 2018November 2, 2018 February 5, 2019

II. Details of Directors attendance at Board Meetings and at the last Annual General Meeting (‘AGM’) held on August 2, 2018 are given in the following table:

Name of Director Board Meetings Attended last AGMHeld during tenure Attended

Mr. Rajesh Laddha 4 3 NoMr. Gautam Doshi 4 4 YesMr. N. L. Bhatia 4 4 YesMs. Rashida Najmi 4 1 No

C. Shareholding of Non-Executive Directors

The individual shareholding of Non-Executive Directors (including shareholding as joint holder) as on March 31, 2019 is given below:

Name of Director No. of Shares heldMr. Rajesh Laddha 949Mr. Gautam Doshi 16,480

3. STATUTORY BOARD COMMITTEES The Board Committees are set up by the Board and are governed by its terms of reference which exhibit the scope,

composition, tenure, functioning and reporting parameters. The Board Committees play a crucial role in the governance structure of the Company and they deal with specific areas of concern for the Company that need a closer review. The Committees operate under the direct supervision of the Board and the recommendations of the Committees are submitted to the Board for approval. The minutes of the meetings of all Committees of the Board are placed before the Board for noting.

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The Company has three Statutory Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee.

A. Audit Committee I. Constitution of the Committee

The Audit Committee is comprised of three members as per details in the following table:

Name CategoryMr. Gautam Doshi – Chairman Non-Executive, IndependentMr. N. L. Bhatia Non-Executive, IndependentMr. Rajesh Laddha Non-Executive, Non - Independent

All the members of the Committee have sound knowledge of finance, accounts and business management. The Chairman of the Committee, Mr. Gautam Doshi, is a Chartered Accountant and has extensive accounting and related financial management expertise.

The composition of this Committee is in compliance with the requirements of Section 177 the Act and Regulation 18 of the Listing Regulations.

Mr. Maneesh Sharma, Company Secretary, is the Secretary to the Committee.

II. Terms of Reference The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4)

of the Act and Part C of Schedule II of the Listing Regulations.

III. Meetings Held & Attendance The Audit Committee met four times during the financial year 2018-19, and the gap between two Committee Meetings

was not more than one hundred and twenty days. The date of the meeting of Committee and the attendance of the Members at the Meeting are as follow:

Name of the Member Date of the Audit Committee Meeting and Member’s attendanceMay 28, 2018 August 2, 2018 November 2, 2018 February 5, 2019

Mr. Gautam Doshi Yes Yes Yes YesMr. N. L. Bhatia Yes Yes Yes YesMr. Rajesh Laddha Yes No Yes Yes

Mr. Gautam Doshi, Chairman of the Audit Committee was present at the last AGM.

B. Nomination & Remuneration Committee I. Constitution of the Committee

The Nomination & Remuneration Committee (‘NRC’) is comprised of three members as per details in the following table:

Name CategoryMr. N. L. Bhatia - Chairman* Non –Executive, IndependentMr. Gautam Doshi Non –Executive, IndependentMr. Rajesh Laddha Non-Executive, Non - Independent

*Appointed as Chairman w.e.f February 5, 2019 The composition of this Committee is in compliance with the requirements of Section 178 of the Act and Regulation

19 of the Listing Regulations.

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II. Terms of Reference

The terms of reference of the NRC are aligned with the terms of reference provided under Section 178 of the Act and Para A of Part D of Schedule II of the Listing Regulations.

III. Meetings Held & Attendance

The Committee met once during the financial year 2018-19 on May 28, 2018. All the members of the Committee attended the meeting.

Mr. Gautam Doshi was the Chairman of NRC on the date of the last AGM and was present at the AGM.

IV. Performance evaluation criteria for Independent Directors

Performance evaluation of all Directors (including Independent Directors) is undertaken on the basis of a structured questionnaire.

The Performance Evaluation Criteria for Independent Directors comprises certain parameters like professional qualifications, experience, knowledge and competency, active participation at the Board/ Committee meetings, ability to function as a team, initiative, availability and attendance at meetings, integrity, independence from the Company and other Directors and whether there is any conflict of interest, voicing of opinions freely, etc. These are in compliance with applicable laws, regulations and guidelines.

C. Stakeholders Relationship Committee

I. Constitution of the Committee

The Stakeholders Relationship Committee comprised of two members as on March 31, 2019, as per details in the following table:

Name CategoryMr. N. L. Bhatia – Chairman Non –Executive, IndependentMr. Rajesh Laddha Non-Executive, Non - Independent

Mr. Gautam Doshi has been appointed as a member of the Committee w.e.f. April 1, 2019

The composition of this Committee is in compliance with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations.

II. Terms of Reference The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the

Act and Para B of Part D of Schedule II of the Listing Regulations.

III. Meetings Held & Attendance The Committee met four times during the financial year 2018-19, on the following dates:

May 28, 2018 July 30, 2018November 2, 2018 February 5, 2019

Both the members of the Committee attended all the meetings.

Mr. N. L. Bhatia, Chairman of the Stakeholders Relationship Committee was present at the last AGM.

IV. Stakeholders Grievance Redressal

2 shareholder’s complaints were received and redressed to the satisfaction of the concerned shareholders during the year under review.

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The Registrar and Share Transfer Agents, M/s. Link Intime India Private Limited (‘RTA’), attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges or MCA.

The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints/ queries.

V. Compliance Officer

Mr. Maneesh Sharma, Company Secretary is the Compliance Officer. The Company has designated the email ID [email protected] to enable stakeholders to email their queries/ grievances.

4. REMUNERATION OF DIRECTORS Sitting fees paid to Independent Directors

Details of sitting fees paid to the Independent Directors for attending the Board and Committee meetings held during the year ended March 31, 2019 are given below. These are within the limits prescribed under the Act:

(`)Name Sitting fees Mr. Gautam Doshi 2,00,000Mr. N. L. Bhatia 2,80,000

Note: As per the policy, only sitting fees is paid to the Independent Directors.

5. GENERAL BODY MEETINGS

A. Details of the AGMs held during the preceding 3 years and Special Resolutions passed thereat are given below:

Sl. No.

Annual General Meeting

Date Time Venue Details of Special Resolutions passed

1. 15th AGM August 4, 2016 3.00 p.m. Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai - 400 020.

• Re-appointment of Dr. Ashish Suthar as Manager

2. 16th AGM May 26, 2017 10.30 a.m. Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai - 400 020.

• Appointment of Mr. Rajiv Salvi as Manager

• Increase in borrowings powers of the Company

• Issue of Non-Convertible Debentures on Private Placement Basis

3. 17th AGM August 2, 2018 11.00 a.m. Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai - 400 020.

• Re-appointment of Mr. Gautam Doshi as an Independent Director

• Re-appointment of Mr. N.L. Bhatia as an Independent Director

• Issue of Non-Convertible Debentures on Private Placement Basis

• Creation of charge for borrowings/ financial assistance availed

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B. Postal Ballot

During the financial year 2018-19, no matter was transacted through Postal Ballot except for the meeting convened by the National Company Law Tribunal (‘NCLT’) as mentioned at point C below.

At present, there is no proposal to pass any resolution through postal ballot.

C. National Company Law Tribunal Convened Meeting:

As per the directions of Mumbai Bench of the NCLT, by its Order dated February 14, 2019, a meeting of the equity shareholders of the Company was convened on April 2, 2019 (‘NCLT Meeting’), to consider and approve, if thought fit, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between the Company and Piramal Enterprises Limited and their respective shareholders (‘the Scheme’).

Details of voting results on the above resolution are as under:

Particulars Number of valid votes cast

% of total number of valid votes cast (by Postal Ballot/ Remote

e-voting and Ballot Form)

Result

Valid Votes in favour of the resolution 1,53,01,471 99.74 Passed with the requisite

majorityValid Votes against the resolution 40,146 0.26TOTAL 1,53,41,617 100.00

Procedure adopted for Postal Ballot

The Notice for the NCLT Meeting, Explanatory Statement, Postal Ballot Form and the Scheme along with necessary annexures were despatched to all the equity shareholders, as at the cut-off date i.e. February 22, 2019 in the permitted mode along with a self-addressed pre-paid Business Reply Envelope & electronically to those equity shareholders whose e-mail addresses were registered with the Depository(ies) or the RTA.

The advertisement for convening the NCLT Meeting and the despatch of Notice was published in the Newspapers viz. Business Standard (English) and Navshakti (Marathi) on March 1, 2019 giving requisite details as per the provision of the Act and Rules made thereunder.

The Voting period for Postal Ballot and remote e-voting commenced on Sunday, March 3, 2019 at 9.00 a.m. (IST) and ended on Monday, April 1, 2019 at 5.00 p.m. (IST). The NCLT had appointed Mr. Ainesh Jethwa, Proprietor, Ainesh Jethwa & Associates, Practicing Company Secretaries, Mumbai as Scrutinizer to conduct the voting process in a fair and transparent manner. Mr. Sachin Trivedi, Practicing Company Secretary and shareholder was appointed at the NCLT Meeting as shareholder’s Scrutinizer to scrutinize the votes cast through Ballot at the meeting as required under the Articles of Association of the Company. The Company had engaged the services of National Securities Depository Limited (‘NSDL’) as the agency for the purpose of providing remote e-voting facility. Voting at the venue of the NCLT Meeting was conducted through Ballot.

The Scrutinizer’s submitted a combined Report on April 3, 2019. The resolution was passed on Tuesday, April 2, 2019 with requisite majority which was the date of NCLT Convened Meeting.

6. DISCLOSURES

A. Related Party Transactions

a. All transactions entered into with Related Parties as defined under the Act and Regulation 23 of the Listing Regulations during the financial year 2018-19 were undertaken in compliance with the aforesaid regulatory provisions;

b. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company;

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c. Suitable disclosure as required by the Indian Accounting Standards (Ind AS24) has been made in Note No. 31 to the financial statements, which forms part of this Annual Report;

d. The Board has approved a policy for related party transactions which has been uploaded on the website of the Company and can be accessed at http://piramalphytocare.com/investors/;

e. The Register of Contracts/ statement of related party transactions, is placed before the Board/ Audit Committee regularly.

B. Details of non-compliance, penalties, strictures imposed by the Stock Exchange(s) or SEBI or any statutory authority on any matter related to capital markets during the last 3 years

BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) vide their respective Notices dated January 31, 2019 imposed a fine of ` 2,17,120 each, on the Company, in respect of certain deemed non-compliances with the Listing Regulations during the quarter ended December 31, 2018. The Company has paid the fine amount under protest and filed appeals with the respective Review Committees of BSE and NSE for setting aside the said Notices and refund the fine. The appeals have not been disposed off till the date of this report.

No other penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter relating to capital markets during the last 3 years.

C. Listing Fees

Listing fees for financial year 2019-20 have been paid to the Stock Exchanges on which the shares of the Company are listed.

D. Vigil Mechanism/ Whistle Blower Policy for Directors and Employees The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and

Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company and the weblink to the same is http://piramalphytocare.com/investors/. No Director/ Employee has been denied access to the Audit Committee.

E. Compliance with Mandatory/ Non-Mandatory Requirements The Company has complied with all the applicable mandatory requirements of the Listing Regulations.

During the year under review, there is no audit qualification in the Company’s financial statements. The Company continues to adopt best practices to ensure regime of financial statements with unmodified audit opinion.

F. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulations 32(7A) of the Listing Regulations

The Company did not raise any funds through preferential allotment or qualified institutions placement during the year under review.

G. Auditor’s fees

M/s. Price Waterhouse Chartered Accountants LLP, (Firm Registration No. 012754N/ N500016), the Statutory Auditors of the Company have been paid total fees of ` 9.41 lakhs during the year.

H. Disclosures under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The details of number of complaints under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 are given in the Board’s Report.

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7. MEANS OF COMMUNICATION

The Company recognizes the importance of a two-way communication with shareholders and of giving a balanced reporting of results and progress and responds to questions and issues raised in a timely and consistent manner. Shareholders seeking information may contact the Company directly throughout the year. They also have an opportunity to ask questions in person at the AGM. Some of the modes of communication are mentioned below:

A. Quarterly Results

The approved financial results are forthwith sent to the Stock Exchanges where the shares are listed and are displayed on the Company’s website http://piramalphytocare.com/ and are published in Business Standard (English) and Mumbai Lakshadweep (Marathi), within forty-eight hours of approval thereof.

B. Website

The Company’s website http://piramalphytocare.com/ contains a separate dedicated section for investors, the link to which is http://piramalphytocare.com/investors/ where all information and relevant policies to be provided under applicable regulatory requirements, are available on the website in a user friendly form.

C. Annual Report

The Annual Report containing inter-alia the Audited Annual Accounts, Board’s Report, Auditor’s Report, Corporate Governance Report and other important information is circulated to Members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Annual Report. The Annual Report is also available on the website of the Company.

D. Designated Exclusive Email ID

The Company has designated the Email ID [email protected] exclusively for investor servicing. This Email ID has been displayed on the Company’s website http://piramalphytocare.com/.

E. AddressRegistered office Address Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai- 400 013.

Address for Correspondence Piramal Phytocare Limited, Piramal Ananta, Agastya Corporate Park, Opp. Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai 400 070. Tel.: (91 22) 3802 3083 | Fax: (91 22) 3802 3084

F. SEBI Complaints Redress System (SCORES)

All complaints received through SEBI SCORES are resolved in a timely manner by the Company.

G. NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & Listing Centre (BSE Listing Centre)

NEAPS and BSE Listing Centre are web based application systems for enabling corporates to undertake electronic filing of various periodic compliance related filings like shareholding pattern, results, press releases, etc. All filings made by the Company with the Stock Exchanges are done through NEAPS and BSE Listing Centre.

8. GENERAL INFORMATION FOR SHAREHOLDERS

A. Company Registration Details The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the

Company by the MCA is L73100MH2001PLC132523.

-



B. Annual General Meeting

Day, Date and Time: Monday, August 5, 2019 at 11.00 a.m.

Venue: M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K Dubash Marg, Kala Ghoda, Fort, Mumbai, Maharashtra 400001.

C. Financial Calendar The financial year of the Company starts on April 1 and ends on March 31 of next year.

D. Listing on Stock Exchanges

Name & Address of the Exchanges Scrip CodeBSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

532979

National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

PIRPHYTO

E. ISIN/ Code

ISIN : INE122J01015

Reuters code : PPTL.BO

: PPTL.NS

Bloomberg code : PPHL: IN

F. Stock Market Data

High, Low and Trading Volume of the Company’s Equity Shares during each month of the last financial year 2018-19 at BSE and NSE are given below:

Month BSE NSEHigh (`)

Low (`)

Monthly Volume

High (`)

Low (`)

Monthly Volume

Apr - 2018 51.20 35.75 48,572 51.20 35.00 34,129May - 2018 49.00 32.80 51,219 48.95 34.45 31,064Jun - 2018 35.00 29.45 36,698 35.30 30.10 41,121Jul - 2018 39.35 28.50 50,941 40.40 30.25 69,894Aug - 2018 44.00 35.90 1,52,843 43.80 36.00 99,040Sep - 2018 43.95 32.50 32,173 44.00 32.85 63,647Oct - 2018 35.00 26.15 34,731 35.50 26.80 58,719Nov - 2018 32.10 28.05 33,142 35.00 28.50 27,796Dec - 2018 31.40 27.35 41,787 31.40 27.05 77,694Jan - 2019 32.30 27.00 26,889 32.80 27.55 60,945Feb - 2019 28.70 26.05 37,072 29.55 26.00 68,192Mar - 2019 37.25 29.15 45,732 37.25 28.00 1,35,552

Source: BSE and NSE Websites

-



G. Stock Performance vs S&P BSE Sensex and NIFTY 50 Performance of the Company’s Equity Shares on BSE and NSE relative to the BSE Sensitive Index (S&P BSE Sensex) and

CNX Nifty (NIFTY 50) respectively are graphically represented in the charts below:

Average monthly closing price of the Company’s shares on BSE as compared to S&P BSE Sensex

Average monthly closing price of the Company’s shares on NSE as compared to NIFTY 50

Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar 18 18 18 18 18 18 18 18 18 19 19 19

200

160

120

80

40

PPL BSE STOCK PRICE S&P BSE SENSEX

Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar 18 18 18 18 18 18 18 18 18 19 19 19

200

160

120

80

40

PPL NSE STOCK PRICE NIFTY 50

• Liquidity

The shares of the Company were placed under the Graded Surveillance Measures (‘GSM’) framework implemented by the Stock Exchanges and were subjected to the restrictions as applicable at various stages of GSM framework, during the course of the financial year ended March 31, 2019.

H. Share Transfer Agents

M/s. Link Intime India Pvt. Ltd., are the Registrar and Share Transfer Agents of the Company. Their contact details are given below:

Link Intime India Pvt. Ltd.C-101, 247 Park, L.B.S. Marg,Vikhroli (West), Mumbai – 400 083.Tel.: (022) 4918 6000/ 4918 6270Fax: (022) 4918 6060Email ID: [email protected]

I. Share Transfer System

For administrative convenience and to facilitate speedy approvals, authority has been delegated to the RTA and authorized executives to approve share transfers in physical form. Share transfers/ transmissions approved by the RTA and/ or the authorised executives are placed before the Board Meeting from time to time.

In case of shares in electronic form, the transfers are processed by NSDL/ Central Depository Services Limited (‘CDSL’) through respective Depository Participants.

In case of shares held in physical form, all transfers were completed within 15 days from the date of receipt of complete documents. As at March 31, 2019 there were no equity shares pending for transfer. There were no requests for dematerialisation of equity shares pending as on March 31, 2019.

The Company obtains from a Company Secretary in practice, half yearly certificate of compliance with regards to share transfer and other formalities as required under Regulation 40 of the Listing Regulations and files a copy of the certificate with the Stock Exchanges.

-

----------------------· ----------------·



J. Distribution of shareholding as on March 31, 2019

No. of Shares held No. of shareholders

% to total no. of shareholders

No. of shares % to total no. of shares

1 to 100 42,988 85.95 9,93,274 3.83101 to 200 2,830 5.65 4,30,371 1.66201 to 500 2,166 4.33 7,80,195 3.01501 to 1000 911 1.82 7,43,693 2.861001 to 5000 835 1.68 18,73,854 7.215001 to 10000 139 0.28 10,24,143 3.9510001 to 20000 72 0.14 9,91,037 3.8220001 to 30000 25 0.05 6,40,886 2.4730001 to 40000 15 0.03 5,26,467 2.0340001 to 50000 10 0.02 4,60,377 1.7750001 to 100000 10 0.02 6,16,250 2.37Above 100000 14 0.03 1,68,79,793 65.02TOTAL 50,015 100 2,59,60,340 100

K. Statement showing shareholding pattern as on March 31, 2019

Category of Shareholder No. of shareholders

Total no. of shares

% to total no. of shares

Shareholding of Promoter and Promoter Group 13 1,45,57,438 56.08Non Promoter- Non Public PEL Employee Senior Employees Welfare Trust 1 3,79,767 1.46Public shareholding Mutual Funds/ UTI 2 57 0.00Financial Institutions/ Banks 13 2,124 0.01Central Government/State Government(s) 0 0 0.00Insurance Companies 1 8,73,537 3.37Foreign Portfolio Investors (Corporate)/ FIIs 1 1,66,893 0.64Foreign Banks 1 32 0.00Non-Institutions Bodies Corporate 338 7,11,129 2.74Individuals Indian Public Shareholder 48,187 80,22,750 30.90NBFCs registered with RBI 2 1,023 0.00Others (i) Non Resident Indians – Repatriable 307 1,14,948 0.44(ii) Non Resident Indians - Non Repatriable 331 59,050 0.23(iii) Foreign Companies 1 5,61,773 2.16(iv) Overseas Bodies Corporate 1 385 0.00(v) Clearing Member 67 71,055 0.28(vi) Trusts 14 5,245 0.02(viii) Hindu Undivided Family 734 3,65,610 1.41(ix) Unclaimed Shares 1 67,524 0.26Total Public Shareholding 50,001 1,10,23,135 42.46 TOTAL 50,015 2,59,60,340 100.00

-



L. Dematerialisation of shares As on March 31, 2019, 2,50,83,948 equity shares (96.62 % of the total number of shares) are in dematerialized form as

compared to 2,50,57,679 equity shares (96.52 % of the total number of shares) as on March 31, 2018. The Company’s shares are compulsorily traded in dematerialised form and are admitted in both the Depositories in India

i.e. NSDL and CDSL.

M. Outstanding GDRs/ ADRs/ Warrants or any convertible warrants There are no outstanding convertible warrants/ instruments

N. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities During FY2019, the Company did not have significant foreign currency exposure nor material exposure of any commodity

and accordingly, has not engaged in any hedging activities. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018.

O. Disclosures with respect to the Demat Suspense Account/ Unclaimed Suspense Account In accordance with the requirement of Regulation 34(3) and Part F of Schedule V of SEBI Listing Regulations, the

Company reports the following details in respect of equity shares lying in the suspense account:

Particulars Number of shareholders Number of equity sharesAggregate number of shareholders and the outstanding shares lying in the suspense account as on April 1, 2018

4,466 67,718

Shareholders who approached the Company for transfer of shares from the suspense account and to whom shares were transferred during the year

6 194

Aggregate number of shareholders and the outstanding shares lying in the suspense account as on March 31, 2019

4,460 67,524

The voting rights on such unclaimed/ outstanding shares lying in the suspense account as on March 31, 2019 have been frozen and will remain frozen till the rightful owner claims the shares.

9. CODE OF CONDUCT The Board has laid down a Code of Conduct and Ethics for the Board Members and Senior Management Personnel of the

Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for financial year 2018-19. Requisite declaration signed by the Manager to this effect is given below.

“I hereby confirm that the Company has obtained from all the Members of the Board and Senior Management Personnel, affirmation that they have complied with the Codes of Conduct and Ethics for Directors and Senior Management of the Company in respect of the financial year 2018-19.”

Rajiv Salvi Manager

Copies of the aforementioned Codes have been put on the Company’s website and can be accessed at http://piramalphytocare.com/investors/.

10. CODE FOR PREVENTION OF INSIDER TRADING: The Company has adopted the revised Code of Conduct to regulate, monitor and report trading by designated persons in

securities of the Company and code of practices and procedures for fair disclosures of unpublished price sensitive information in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time.

11. CERTIFICATE ON CORPORATE GOVERNANCE Certificate from M/s. Dhrumil M. Shah & Co., Practicing Company Secretary, confirming compliance with the conditions of

Corporate Governance as stipulated under the Listing Regulations, is attached to the Board’s Report forming part of the Annual Report.

-

Board’s Report


Dear Shareholders,

The Directors have pleasure in presenting their 18th Annual Report on the business and operations of the Company and the Audited Financial Statement for the financial year ended March 31, 2019.

PERFORMANCE HIGHLIGHTS(` in Lakhs)

Particulars FY 2019 FY 2018IncomeSales 2,512.01 2,381.38Other Income 5.25 21.94ExpenditureTotal Operating Expenditure 3,261.40 4,644.15Profit / (Loss) Before Interest, Depreciation and Tax (744.14) (2,240.83)Less: Interest Paid (net) 75.4 1.59Profit / (Loss) Before Depreciation and Tax (819.54) (2,242,42)Less: Depreciation 4.17 4.17Profit / (Loss) Before Tax (823.71) (2,246.59)Less: Tax Expenses - -Net Profit / (Loss) After Tax (823.71) (2,246.59)Other Comprehensive Income /(Loss) 12.60 (1.45)Total Comprehensive Income / (Loss) for the period (811.11) (2,248.04)Earnings / (Loss) per Share (Basic/ Diluted) (`) (Face Value of ` 10 each) (3.17) (8.65)

DIVIDENDIn view of the losses incurred by the Company, the Directors do not recommend any dividend for the financial year ended March 31, 2019.

OPERATIONS REVIEWThe Company is engaged in globally marketing novel healthcare solutions from natural resources and supplying over-the-counter products. During the year, sales (including Other Income) increased by 5% to ` 2,517.26 lakhs as against ` 2,403.32 lakhs in FY2018. The operating expenditure for FY2019 reduced to ` 3,261.40 lakhs as compared with ` 4,644.15 lakhs in FY2018. The improved gross margins and lower employee costs resulted in reduction of loss to ` 823.71 lakhs in FY2019 from ` 2,246.59 in FY2018.

A detailed discussion of operations for the year ended March 31, 2019 is given in the Management Discussion and Analysis Section.

SIGNIFICANT EVENTS DURING FY 2019

Scheme of Amalgamation between the Company and Piramal Enterprises Limited (‘PEL’)

In May 2018, the Board of Directors of the Company had approved the draft Scheme of Amalgamation between the Company and PEL (‘Transferee Company’) and their respective shareholders (‘the Scheme’). Upon the Scheme being approved by the National Company Law Tribunal (‘NCLT’), PEL will issue and allot 1 (one) fully paid up equity share of face value of ` 2 each for every 70 (seventy) fully paid up equity shares having face value of ` 10 each held by the equity shareholders of the Company, as on the Record Date which will be determined for this purpose. The Scheme was approved by the requisite majority of the equity shareholders of the Company (including public shareholders) at the NCLT convened meeting of the equity shareholders held on April 2, 2019. The details are provided under the Report on Corporate Governance forming part of this Annual Report.

BOARD’S REPORT -

Board’s Report


STATUTORY AUDITORS AND AUDITORS REPORT

In accordance with Section 139 of the Companies Act, 2013 (‘Act’), M/s Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016), were appointed by the Members of the Company at the 17th Annual General Meeting (‘AGM’) of the Company, held on August 2, 2018, to hold office for a period of five years until the conclusion of the 22nd AGM of the Company to be held in the year 2023.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been dispensed with by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditor’s Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2019. The statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of energy:

The business of the Company mainly comprises marketing/ trading of pharmaceutical products. As such, electricity consumption is not significant.

The Company is taking measures to improve overall energy efficiency by installing power efficient equipment. Several environment friendly measures have been adopted by the Company such as:

• Minimising usage of air-conditioning;

• Shutting off the lights when not in use;

• Minimising the usage of papers and maximum usage of e-prints or e-folders for data archives;

• Creating environmental awareness by way of distributing relevant information in electronic form, encouraging conservation of energy and natural resources.

B) Technology absorption

As stated earlier, the business of the Company mainly comprises marketing/ trading of pharmaceutical products. Hence, details relating to Technology Absorption are not applicable.

C) Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings were ` 21.27 Lakhs as against an outgo of ` 1.25 Lakhs.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company stood at ` 2,596.03 Lakhs as at March 31, 2019 comprising of 2,59,60,340 Equity Shares of Rs.10 each fully paid-up. There was no change in share capital during the year under review.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in prescribed Form No. MGT-9 is annexed herewith as Annexure A. The same is available on http://piramalphytocare.com/investors/.

-

Board’s Report


DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act, Ms. Rashida Najmi (DIN: 07757086) retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing AGM.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, and Regulation 16(1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, four Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the weblink to the same is http://piramalphytocare.com/investors/.

AUDIT COMMITTEE

The Audit Committee comprises of the following three members:

1. Mr. Gautam Doshi – Independent Director and Chairman

2. Mr. N. L. Bhatia – Independent Director

3. Mr. Rajesh Laddha – Non-Executive Non-Independent Director

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

The Nomination Policy and the Remuneration Policy are given in Annexure B to this report and is also available on the website of the Company http://piramalphytocare.com/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments covered under Section 186 of the Act.

-

Board’s Report


MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of Manager, Chief Financial Officer and Company Secretary during FY2019 is as under:

Sr. No.

Name of KMP Designation % increase in Remuneration during FY 2019

1. Mr. Rajiv Salvi Manager 15.21%2. Mr. Ankit Kotak Chief Financial Officer (w.e.f. June 1, 2018) N.A.3. Mr. Maneesh Sharma Company Secretary 30.10%

Notes:

A. Ratio of remuneration of each Director to median remuneration of employees - Independent Directors do not receive any remuneration other than sitting fees for attending Board and Committee Meetings. Details of sitting fees paid to Independent Directors are given in the Report on Corporate Governance forming part of the Annual Report and hence, are not included in the above table. The Non-Independent Directors do not receive any sitting fees nor any other remuneration. Therefore, details relating to ratio of remuneration of each Director to median remuneration of employees, is not applicable.

B. Mr. Karthik Muralidharan ceased to be the Chief Financial Officer on May 31, 2018 and hence remuneration paid to him during FY2018 and FY2019 are not comparable in his case.

C. Percentage increase in remuneration during FY2019, provided in the above table, has been calculated by comparing the remuneration paid during FY2019 with the remuneration paid during FY2018.

ii. The number of permanent employees on the rolls of the Company have decreased to 141 in FY2019 from 255 in FY2018;

iii. In the financial year, there was 34.15% increase in the median remuneration of employees;

iv. Further owing to the substantial decrease in the number of employees in FY2019, the average percentage change in the salaries of employees other than the managerial personnel in the last financial year i.e. FY2019 is strictly not comparable. As regards change in of managerial remuneration during FY2019, details of the same are given in the above table at Sr. No. (i);

v. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Employee Particulars

Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement forming part of this Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of Members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on your Company’s website, the weblink to which is http://piramalphytocare.com/investors/.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Company has appointed M/s. Dhrumil M. Shah & Co., Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure C and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

-

I I

Board’s Report


CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report.

The requisite Certificate from M/s. Dhrumil M. Shah & Co., Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Listing Regulations, is annexed hereto as Annexure D and forms part of this Report.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit and operations risks.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY2019.

The Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had entered into contract/ arrangement/ transaction with related parties which were on arms’ length basis but which were considered material in accordance with the definition of materiality as included in the policy of the Company on Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is enclosed as Annexure E.

Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

-

Board’s Report


Your Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://piramalphytocare.com/investors/.

COST AUDIT

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company’s premises through various interventions and practices. The Company has in place a gender neutral policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy.

During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

During the year under review, no Stock Options were granted, vested or exercised. No Stock Options are in force as on date. Hence, there are no disclosures required to be made pursuant to the applicable requirements of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

ACKNOWLEDGMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, shareholders and other stakeholders for their continued support to the Company.

By Order of the Board

Mumbai N. L. Bhatia Rajesh Laddha

May 7, 2019 Director Director

-

Board’s Report


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TE C

OMPA

NIES

- NO

T AP

PLIC

ABLE

-

Board’s Report


IV.

SHAR

EHOL

DING

PAT

TERN

(Equ

ity S

hare

Cap

ital B

reak

up

as %

to T

otal

Equ

ity)

i. Ca

tego

ry-w

ise

Shar

ehol

ding

Cate

gory

of S

hare

hold

ers

No. o

f Sha

res h

eld

at th

e be

ginn

ing

of th

e ye

arNo

. of S

hare

s hel

d at

the

end

of th

e ye

ar%

chan

ge

durin

g th

e ye

arDe

mat

Phys

ical

Tota

l%

of T

otal

Sh

ares

Dem

atPh

ysic

alTo

tal

% o

f Tot

al

Shar

esA.

Pr

omot

ers

(1)

Indi

ana)

In

divid

ual/H

UF 9

,22,

268

0 9

,22,

268

3.55

9

,22,

268

0 9

,22,

268

3.55

0.

00

b)

Cent

ral G

ovt./

Sta

te G

ovt.

00

00.

00

00

00.

00

0.00

c)

Bo

dies

Cor

pora

tes

45,

50,0

000

45,

50,0

0017

.53

45,

50,0

000

45,

50,0

0017

.53

0.00

d)

Ba

nk/F

I0

00

0.00

0

00

0.00

0.

00

e)

Any o

ther

- T r

usts

90,

85,1

700

90,

85,1

7035

.00

90,

85,1

700

90,

85,1

7035

.00

0.00

SU

B TO

TAL

(A) (

1)1,

45,5

7,43

80

1,45

,57,

438

56.0

8 1,

45,5

7,43

80

1,45

,57,

438

56.0

8 0.

00

(2)

Fore

ign

a)

NRI

-Indi

vidua

ls0

00

0.00

00

00.

00

0.00

b)

Ot

her I

ndivi

dual

s0

00

0.00

00

00.

00

0.00

c)

Bo

dies

Cor

p.0

00

0.00

00

00.

00

0.00

d)

Ba

nks/

FI0

00

0.00

00

00.

00

0.00

e)

An

y oth

er

00

00.

000

00

0.00

0.

00

SUB

T OTA

L (A

) (2)

00

00.

000

00

0.00

0.

00

Tota

l Sha

reho

ldin

g of

Pro

mot

er (A

) =

(A)(1

)+(A

)(2)

1,45

,57,

438

01,

45,5

7,43

856

.08

1,45

,57,

438

01,

45,5

7,43

856

.08

0.00

B.

Publ

ic S

hare

hold

ing

(1)

Inst

itutio

nsa)

M

utua

l Fun

ds57

057

0.00

57

057

0.00

0.

00

b)

Bank

s/FI

2,07

241

2,11

30.

01

2,08

341

2,12

40.

01

0.00

c)

Ce

ntr a

l Gov

t.0

00

0.00

0

00

0.00

0.

00

d)

Stat

e Go

vt.

00

00.

00

00

00.

00

0.00

e)

Ve

ntur

e Ca

pita

l Fun

d0

00

0.00

0

00

0.00

0.

00

f) In

sura

nce

Com

pani

es 8

,73,

537

0 8

,73,

537

3.36

8

,73,

537

0 8

,73,

537

3.36

0.

00

g)

FIIs

/ FP

Is 1

,66,

893

0 1

,66,

893

0.64

1

,66,

893

0 1

,66,

893

0.64

0.

00

h)

Fore

ign

Vent

ure

Capi

tal F

unds

00

00.

00

00

00.

00

0.00

i)

Othe

rs (s

peci

fy)

00

00.

00

00

00.

00

0.00

SU

B TO

TAL

(B)(1

) 1

0,42

,559

41 1

0,42

,600

4.01

1

0,42

,570

41 1

0,42

,611

4.01

0.

00

-

Board’s Report


Cate

gory

of S

hare

hold

ers

No. o

f Sha

res h

eld

at th

e be

ginn

ing

of th

e ye

arNo

. of S

hare

s hel

d at

the

end

of th

e ye

ar%

chan

ge

durin

g th

e ye

arDe

mat

Phys

ical

Tota

l%

of T

otal

Sh

ares

Dem

atPh

ysic

alTo

tal

% o

f Tot

al

Shar

es(2

) No

n In

stitu

tions

a)

Bodi

es co

rpor

ates

i) In

dian

7,5

8,99

73,

752

7,6

2,74

92.

94

7,0

7,55

93,

570

7,1

1,12

9 2

.74

(0.2

0)ii)

Ov

erse

as38

50

385

0.00

38

50

385

0.0

0 0.

00

b)

Indi

vidua

ls0

0i)

Indi

vidua

l sh

areh

olde

rs

hold

ing

nom

inal

sha

re c

apita

l upt

o `

1 la

kh 5

0,92

,170

3,0

1,52

4 5

3,93

,694

20.7

8 4

9,66

,243

2,7

5,42

2 5

2,41

,665

20.

19

(0.5

9)

ii)

Indi

vidua

ls

shar

ehol

ders

ho

ldin

g no

min

al s

hare

cap

ital i

n ex

cess

of

` 1

lakh

24,

06,9

6533

,660

24,

40,6

259.

41

27,

47,4

2533

,660

27,

81,0

85 1

0.72

1.

31

c)

Othe

rs (s

peci

fy)

i) N

on R

esid

ent I

ndia

ns (R

epat

) 1

,93,

900

1,73

9 1

,95,

639

0.75

1

,13,

151

1,79

7 1

,14,

948

0.4

4 (0

.31)

ii)

Non

Res

iden

t Ind

ians

(Non

Rep

at)

53,0

0017

253

,172

0.21

58

,921

129

59,0

50 0

.23

0.02

iii

) Fo

reig

n Co

mpa

nies

0 5

,61,

773

5,6

1,77

32.

16

0 5

,61,

773

5,6

1,77

3 2

.16

0.00

iv)

Cl

earin

g M

embe

r93

,375

093

,375

0.36

71

,055

071

,055

0.2

8 (0

.08)

v) Tr

usts

5,22

10

5,22

10.

02

5,24

50

5,24

5 0

.02

0.00

vi)

Fo

reig

n N

atio

nals

00

00.

00

00

00.

000.

00

vii)

Fore

ign

Bank

s32

032

0.00

32

032

0.0

0 0.

00

viii)

Hind

u Un

divid

ed F

amily

4,0

6,15

20

4,0

6,15

21.

56

3,6

5,61

00

3,6

5,61

0 1

.41

(0.1

5)ix)

N

BFCs

regi

ster

ed w

ith R

BI0

00

0.00

1,

023

01,

023

0.0

0 0.

00

x)

Uncl

aim

ed S

uspe

nse

Acco

unt o

r

E

scro

w A

ccou

nt67

,718

067

,718

0.26

67

,524

067

,524

0.2

6 0.

00

SUB

TOTA

L (B

)(2)

90,

77,9

15 9

,02,

620

99,

80,5

3538

.45

91,

04,1

73 8

,76,

351

99,

80,5

2438

.45

0.00

To

tal P

ublic

Sha

reho

ldin

g (B

)= (B

)(1)+

(B)(2

)1,

01,2

0,47

4 9

,02,

661

1,10

,23,

135

42.4

61,

01,4

6,74

3 8

,76,

392

1,10

,23,

135

42.4

6 0.

00

C.

Shar

es

held

by

Cu

stod

ian

for

GDRs

& A

DRs

00

00.

000

00

0.00

0.

00

D.

Empl

oyee

Ben

efit

Trus

t [un

der S

EBI

(Sha

re

base

d Em

ploy

ee

Bene

fit)

Regu

latio

ns, 2

014]

3,7

9,76

70

3,7

9,76

71.

46

3,7

9,76

70

3,7

9,76

71.

46

1.46

Gran

d To

tal (

A+B+

C+D)

2,50

,57,

679

9,0

2,66

12,

59,6

0,34

010

0.00

2,50

,83,

948

8,7

6,39

22,

59,6

0,34

010

0.00

0.

00

-

Board’s Report


ii.

Shar

ehol

ding

of P

rom

oter

s

Sl.

No.

Shar

ehol

ders

Nam

eSh

areh

oldi

ng a

t the

beg

inni

ng o

f the

ye

arSh

areh

oldi

ng a

t the

end

of t

he ye

ar%

chan

ge

in sh

are

hold

ing

durin

g th

e ye

ar

No. o

f sh

ares

% o

f tot

al

shar

es

of th

e Co

mpa

ny

% o

f sha

res

pled

ged

enc

umbe

red

to to

tal s

hare

s

No. o

f sh

ares

% o

f tot

al

shar

es

of t

he

Com

pany

% o

f sha

res

pled

ged

en

cum

bere

d to

tota

l sha

res

1Th

e Sr

i Kris

hna

Trus

t [Tr

uste

es: M

r. Aj

ay G

. Pi

ram

al a

nd D

r. (M

rs.)

Swat

i A. P

iram

al]

85,

93,4

4033

.10

0.00

8

5,93

,440

33.1

0 0.

00

0.00

2Pi

ram

al E

nter

pris

es L

imite

d 4

5,50

,000

17.5

3 0.

00

45,

50,0

0017

.53

0.00

0.

00

3M

s. N

andi

ni P

iram

al 3

,85,

626

1.49

0.

00

3,8

5,62

61.

49

0.00

0.

00

4M

r. An

and

Pira

mal

3,8

2,61

31.

48

0.00

3

,82,

613

1.48

0.

00

0.00

5Pi

ram

al W

elfa

re T

rust

3,6

6,73

01.

41

0.00

3

,66,

730

1.41

0.

00

0.00

6Th

e Aj

ay G

Pira

mal

Fou

ndat

ion

1,2

5,00

00.

48

0.00

1

,25,

000

0.48

0.

00

0.00

7M

r. Aj

ay G

. Pira

mal

36

,176

0.14

0.

00

36,1

760.

14

0.00

0.

00

8M

r. Aj

ay G

. Pira

mal

(Kar

ta o

f Gop

ikis

han

Pira

mal

HUF

)10

,015

0.04

0.

00

10,0

150.

04

0.00

0.

00

9Dr

. (M

rs.)

Swat

i A. P

iram

al44

,668

0.17

0.

00

44,6

680.

17

0.00

0.

00

10M

rs. L

alita

G. P

iram

al42

,283

0.16

0.

00

42,2

830.

16

0.00

0.

00

11M

r. Aj

ay G

. Pira

mal

(Kar

ta o

f Aja

y G P

iram

al

HUF)

20,8

870.

08

0.00

20

,887

0.08

0.

00

0.00

Tota

l1,

45,5

7,43

856

.08

0.00

1,

45,5

7,43

856

.08

0.00

0.

00

iii.

Chan

ge in

Pro

mot

ers’

Sha

reho

ldin

g - T

here

was

no

chan

ge in

the

shar

ehol

ding

of t

he P

rom

oter

dur

ing

the

year

.

-

Board’s Report


iv.

Shar

ehol

ding

Pat

tern

of t

op te

n Sh

areh

olde

rs (o

ther

than

Dire

ctor

s, P

rom

oter

s &

Hol

ders

of G

DRs

& A

DRs)

Sl.

No.

For e

ach

of th

e to

p 10

sha

reho

lder

sSh

areh

oldi

ng a

t the

beg

inni

ng

of th

e Ye

arCu

mul

ativ

e Sh

areh

oldi

ng

duri

ng th

e ye

ar

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny1

Life

Insu

ranc

e Co

rpor

atio

n of

Indi

a

At th

e be

ginn

ing

of th

e ye

ar 8

,74,

963

3.37

8

,74,

963

3.37

At th

e en

d of

the

year

8,7

4,96

33.

37

2In

diah

old

Lim

ited

At th

e be

ginn

ing

of th

e ye

ar 5

,61,

773

2.16

5

,61,

773

2.16

At th

e en

d of

the

year

5,6

1,77

32.

16

3El

ara

Capi

tal P

LC A

/c V

espe

ra F

und

Lim

ited

At th

e be

ginn

ing

of th

e ye

ar 1

,66,

893

0.64

1

,66,

893

0.64

At th

e en

d of

the

year

1,6

6,89

30.

64

4M

r. Ja

tin G

andh

i

At th

e be

ginn

ing

of th

e ye

ar 1

,63,

500

0.63

1

,63,

500

0.63

31.0

8.20

18 -

Tran

sfer

200.

00 1

,63,

520

0.63

At th

e en

d of

the

year

1,6

3,52

00.

63

5M

s. J

yots

na G

andh

i

At th

e be

ginn

ing

of th

e ye

ar 1

,37,

050

0.53

1

,37,

050

0.53

31.0

8.20

18 -

Tran

sfer

100.

00

1,3

7,06

00.

53

At th

e en

d of

the

year

1,3

7,06

00.

53

6CM

Jai

n Im

pex

& In

vest

men

ts P

riva

te L

imite

d

At th

e be

ginn

ing

of th

e ye

ar 1

,25,

000

0.48

1

,25,

000

0.48

At th

e en

d of

the

year

1,2

5,00

00.

48

7M

s. V

idhi

Man

oj G

andh

i

At th

e be

ginn

ing

of th

e ye

ar 1

,22,

000

0.47

1

,22,

000

0.47

At th

e en

d of

the

year

1,2

2,00

00.

47

-

Board’s Report


Sl.

No.

For e

ach

of th

e to

p 10

sha

reho

lder

sSh

areh

oldi

ng a

t the

beg

inni

ng

of th

e Ye

arCu

mul

ativ

e Sh

areh

oldi

ng

duri

ng th

e ye

ar

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny8

Dr. B

aljin

der S

ingh

*At

the

begi

nnin

g of

the

year

00.

000

0.00

13

.07.

2018

- Tr

ansf

er

16,8

430.

0616

,843

0.06

20

.07.

2018

- Tr

ansf

er

2,87

60.

0119

,719

0.07

27

.07.

2018

- Tr

ansf

er(6

83)

(0.0

0)19

,036

0.07

03

.08.

2018

- Tr

ansf

er(2

601)

(0.0

1)16

,435

0.06

10

.08.

2018

– T

rans

fer

250.

0016

,460

0.06

24

.08.

2018

– T

rans

fer

4,33

00.

0220

,790

0.08

31

.08.

2018

– Tr

ansf

er30

,721

0.12

51,5

110.

20

21.0

9.20

18–

Tran

sfer

240.

0051

,535

0.20

05

.10.

2018

– Tr

ansf

er15

,678

0.06

67,2

130.

26

12.1

0.20

18–

Tran

sfer

14,3

510.

0681

,564

0.32

19

.10.

2018

– Tr

ansf

er1,

743

0.01

83,3

070.

33

26.1

0.20

18–

Tran

sfer

10.

0083

,308

0.33

02

.11.

2018

– Tr

ansf

er1

0.00

83,3

090.

33

08.0

2.20

19–

Tran

sfer

3,54

90.

0186

,858

0.34

15

.02.

2019

– Tr

ansf

er70

00.

0087

,558

0.34

At

the

end

of th

e ye

ar87

,558

0.34

9

Mr.

Kish

an G

opal

Moh

taAt

the

begi

nnin

g of

the

year

81,5

320.

31

81,5

320.

31

At th

e en

d of

the

year

81,5

320.

31

10Ru

ral E

ngin

eeri

ng C

o. P

vt. L

td.

At th

e be

ginn

ing

of th

e ye

ar74

,945

0.29

74

,945

0.29

At

the

end

of th

e ye

ar74

,945

0.29

11

Mr.

Rom

iyo

Thek

kine

dath

Mer

cily

#

At th

e be

ginn

ing

of th

e ye

ar67

,793

0.26

67

,793

0.26

24

.08.

2018

- Tr

ansf

er(3

8,71

4) (0

.15)

29,0

790.

11

31.0

8.20

18 -

Tran

sfer

(29,

079)

(0.1

1)0

0.00

At

the

end

of th

e ye

ar0

0.00

* N

ot in

the

list o

f Top

10

shar

ehol

ders

as

on 0

1.04

.201

8. T

he s

ame

is re

flect

ed a

bove

sin

ce th

e sh

areh

olde

r was

one

of t

he to

p 10

sha

reho

lder

s as

on

31.

03.2

019

# Ce

ased

to

be in

the

list

of T

op 1

0 sh

areh

olde

rs a

s on

31.

03.2

019.

The

sam

e is

ref

lect

ed a

bove

sin

ce t

he s

hare

hold

er w

as o

ne o

f the

Top

10

shar

ehol

ders

as

on 0

1.04

.201

8

-

Board’s Report


v.

Shar

ehol

ding

of D

irect

ors

& K

MP

Sl.

No.

For e

ach

of th

e Di

rect

ors

& K

MP

Shar

ehol

ding

at t

he

begi

nnin

g of

the

Year

Cum

ulat

ive

Shar

ehol

ding

du

ring

the

year

No

. of

Shar

es

% o

f tot

al

shar

es o

f the

Co

mpa

ny

No. o

f sh

ares

% o

f tot

al

shar

es o

f the

Co

mpa

ny1

Mr.

Gaut

am B

haila

l Dos

hiAt

the

begi

nnin

g of

the

year

16,

480

0.06

1

6,48

0 0.

06

At th

e en

d of

the

year

16,

480

0.06

2

Mr.

Raje

sh L

addh

aAt

the

begi

nnin

g of

the

year

949

0.

00

949

0.

00

At th

e en

d of

the

year

949

0.

00

3M

r. N.

L. B

hatia

At th

e be

ginn

ing

of th

e ye

ar0

0.00

0

0.00

At

the

end

of th

e ye

ar0

0.00

4

Ms.

Ras

hida

Naj

mi

At th

e be

ginn

ing

of th

e ye

ar0

0.00

0

0.00

At

the

end

of th

e ye

ar5

Mr.

Rajiv

Sal

viAt

the

begi

nnin

g of

the

year

0 0.

00

0 0.

00

At th

e en

d of

the

year

0 0.

00

6M

r. Ka

rthi

k M

ural

idha

ran

At th

e be

ginn

ing

of th

e ye

ar1

0.00

1

0.00

19

.07.

2018

- Tr

ansf

er (1

)(0

.00)

00.

00

At th

e en

d of

the

year

00.

00

7M

r. M

anee

sh S

harm

aAt

the

begi

nnin

g of

the

year

10.

00

10.

00

At th

e en

d of

the

year

10.

00

8M

r. An

kit K

otak

At th

e be

ginn

ing

of th

e ye

ar0

0.00

0

0.00

19

.07.

2018

- Tr

ansf

er1

0.00

1

0.00

At

the

end

of th

e ye

ar1

0.00

-

Board’s Report


V.

INDE

BTED

NESS

In

debt

edne

ss o

f the

Com

pany

incl

udin

g in

tere

st o

utst

andi

ng/a

ccru

ed b

ut n

ot d

ue fo

r pay

men

t

(` in

Lak

hs)

Secu

red

Loan

s e

xclu

ding

de

posi

ts

Unse

cure

d Lo

ans

Depo

sit

Tota

l In

debt

edne

ss

Inde

btne

ss a

t the

beg

inni

ng o

f the

fina

ncia

l yea

ri)

Prin

cipa

l Am

ount

- -

- -

ii)

Inte

rest

due

but

not

pai

d -

- -

-

iii)

Inte

rest

acc

rued

but

not

due

- -

- -

Tota

l (i+

ii+iii

) -

- -

- Ch

ange

in In

debt

edne

ss d

urin

g th

e fin

anci

al y

ear

Addi

tions

1

,344

.26

- -

1,3

44.2

6

Redu

ctio

n -

--

-

Net C

hang

e 1

,344

.26

- -

1,3

44.2

6 In

debt

edne

ss a

t the

end

of t

he fi

nanc

ial y

ear

i) Pr

inci

pal A

mou

nt 1

,344

.26

- -

1,3

44.2

6

ii)

Inte

rest

due

but

not

pai

d -

- -

-

iii)

Inte

rest

acc

rued

but

not

due

- -

- -

Tota

l (i+

ii+iii

) 1

,344

.26

- -

1,3

44.2

6

-

Board’s Report


VI.

REM

UNER

ATIO

N OF

DIR

ECTO

RS A

ND K

EY M

ANAG

ERIA

L PE

RSON

NEL

A.

Re

mun

erat

ion

to M

anag

ing

Dire

ctor

, Who

le-T

ime

Dire

ctor

and

/or M

anag

er:

(`

)

Sl.

No.

Part

icul

ars

of R

emun

erat

ion

Nam

e of

the

MD/

WTD

/Man

ager

Mr.

Rajiv

Sal

vi -

Man

ager

Tota

l Am

ount

1Gr

oss

sala

ry(a

) Sa

lary

as

per p

r ovis

ions

con

tain

ed in

sec

tion

17(1

) of t

he In

com

e Ta

x, 1

961

79,

28,8

91

79,

28,8

91

(b)

Valu

e of

per

quis

ites

u/s

17(2

) of t

he In

com

e Ta

x Ac

t, 19

61 6

9,54

3 6

9,54

3 (c

) Pr

ofits

in li

eu o

f sal

ary

unde

r sec

tion

17(3

) of t

he In

com

e Ta

x Ac

t, 19

61 -

- 2

Stoc

k op

tion

––

3Sw

eat E

quity

––

4Co

mm

issi

on–

–as

% o

f pro

fit–

–ot

hers

(spe

cify

)–

–5

Othe

rs, p

leas

e sp

ecify

––

Tota

l (A)

79,

98,4

34

79,9

8,43

4 Ce

iling

as

per t

he A

ct*

--

*The

rem

uner

atio

n pa

id to

Mr.

Rajiv

Sal

vi is

with

in th

e lim

its p

resc

ribed

und

er S

ectio

n II

of P

art I

I of S

ched

ule

V of

the

Com

pani

es A

ct, 2

013

whi

ch

pres

crib

es th

e m

axim

um re

mun

erat

ion

that

can

be

paid

in c

ase

of lo

ss/ i

nade

quat

e pr

ofits

.

B.

Re

mun

erat

ion

to o

ther

dire

ctor

s:

(`)

Sl.

No.

Part

icul

ars

of R

emun

erat

ion

Nam

e of

the

Dire

ctor

sTo

tal

Amou

ntM

r. Ga

utam

Do

shi

Mr.

N.L.

Bh

atia

Mr.

Raje

sh

Ladd

haM

s. R

ashi

da

Najm

i1

Inde

pend

ent D

irect

ors

(a)

Fee

for a

ttend

ing

Boar

d/Co

mm

ittee

Mee

tings

2,0

0,00

0 2

,80,

000

- -

4,8

0,00

0 (b

) Co

mm

issi

on -

- -

- (c

) Ot

hers

, ple

ase

spec

ify -

- -

- -

Tota

l (1)

2,0

0,00

0 2

,80,

000

- -

4,8

0,00

0 2

Othe

r Non

-Exe

cutiv

e Di

rect

ors

(a)

Fee

for a

ttend

ing

Boar

d/Co

mm

ittee

mee

tings

--

--

-(b

) Co

mm

issi

on-

--

--

(c)

Othe

r s, p

leas

e sp

ecify

.-

--

--

Tota

l (2)

--

--

-To

tal (

B)=(

1+2)

2,0

0,00

0 2

,80,

000

- -

4,8

0,00

0 To

tal M

anag

eria

l Rem

uner

atio

n-

--

- 7

9,98

,434

# Ov

eral

l Cei

ling

as p

er th

e Ac

tIn

depe

nden

t Di

rect

ors

wer

e pa

id s

ittin

g fe

es f

or a

ttend

ing

the

mee

tings

of

the

Boar

d an

d its

Co

mm

ittee

s du

ring

FY20

19, w

hich

wer

e w

ithin

the

limits

pre

scrib

ed u

nder

the

Com

pani

es A

ct, 2

013.

# Ex

clus

ive o

f sitt

ing

fees

-

Board’s Report


C.

Rem

uner

atio

n to

Key

Man

ager

ial P

erso

nnel

oth

er th

an M

D/M

anag

er/W

TD

(`)

Sl.

No.

Part

icul

ars

of R

emun

erat

ion

Key

Man

ager

ial P

erso

nnel

Tota

l Am

ount

Com

pany

Sec

reta

ry

Mr.

Man

eesh

Sha

rma

CFO

Mr.

Kart

hik

Mur

alid

hara

n (U

pto

May

31,

201

8)

CFO

Mr.A

nkit

Kota

k

(w.e

.f. J

une

1, 2

018)

1Gr

oss

Sala

ry(a

) Sa

lary

as

per p

rovis

ions

con

tain

ed in

Se

ctio

n 17

(1) o

f the

Inco

me

Tax

Act,

1961

12,

98,1

50

11,

57,7

62

24,

73,7

51 4

9,29

,663

(b)

Valu

e of

per

quis

ites

u/s

17(2

) of t

he In

com

e Ta

x Ac

t, 19

61-

--

(c)

Prof

its in

lieu

of s

alar

y u/

s 17

(3) o

f the

In

com

e Ta

x Ac

t, 19

61-

--

2St

ock

Optio

n-

--

3Sw

eat E

quity

--

-4

Com

mis

sion

--

-as

% o

f pro

fit-

--

othe

rs, s

peci

fy-

--

5Ot

hers

, ple

ase

spec

ify-

--

Tota

l 1

2,98

,150

1

1,57

,762

2

4,73

,751

49,

29,6

63

VII

PENA

LTIE

S/PU

NISH

MEN

T/CO

MPP

OUND

ING

OF O

FFEN

CES

- The

re w

ere

no p

enal

ties/

puni

shm

ent/c

ompo

undi

ng o

f offe

nces

for b

reac

h of

any

Sec

tion

of th

e Co

mpa

nies

Act

aga

inst

the

Com

pany

or i

ts D

irect

ors

or o

ther

offi

cers

in d

efau

lt, if

any

, dur

ing

the

year

.

-

Board’s Report


NOMINATION POLICY

I. Preamble The Nomination and Remuneration Committee (‘NRC’) of Piramal Phytocare Limited (‘the Company’), has adopted the

following policy and procedures with regard to identification and nomination of persons who are qualified to become Directors and who may be appointed in Senior Management.

This policy is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Regulations’) and Section 178 and other applicable provisions of the Companies Act, 2013.

II. Criteria for identifying persons for appointment as Directors and Senior Management:

A. Directors

1. Candidates for Directorship should possess appropriate qualifications, skills and expertise in one or more fields of finance, law, general corporate management, information management, science and innovation, public policy, financial services, sales & marketing and other disciplines as may be identified by the NRC and/or the Board from time to time, that may be relevant to the Company’s business.

2. Such candidates should also have a proven record of professional success.

3. Every candidate for Directorship on the Board should have the following positive attributes:

a) Possesses a high level of integrity, ethics, credibility and trustworthiness;

b) Ability to handle conflict constructively and possess the willingness to address critical issues proactively;

c) Is familiar with the business of the Company and the industry in which it operates and displays a keen interest in contributing at the Board level to the Company’s growth;

d) Possesses the ability to bring independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management and resource planning;

e) Displays willingness to devote sufficient time and attention to the Company’s affairs;

f) Values Corporate Governance and possesses the skills and ability to assist the Company in implementing good corporate governance practices;

g) Possesses leadership skills and is a team player.

4. Criteria for Independence applicable for selection of Independent Directors:

a) Candidates for Independent Directors on the Board of the Company should comply with the criteria for Independence as stipulated in the Companies Act, 2013 and the Regulations, as amended or re-enacted or notified from time to time. Such candidates should also comply with other applicable regulatory requirements relating to Independence or as may be laid down by the Board from time to time.

b) Such Candidates shall submit a Declaration of Independence to the NRC/ Board, initially and thereafter, annually, based upon which, the NRC/ Board shall evaluate compliance with this criteria for Independence.

5. Change in status of Independence

Every Independent Director shall be required to inform the NRC/ Board immediately in case of any change in circumstances that may put his or her independence in doubt, based upon which, the NRC/ Board may take such steps as it may deem fit in the best interest of the organization.

ANNEXURE B -

Board’s Report


B. Members of Senior Management

1. For the purpose of this Policy, the term ‘Senior Management’ means all executives of the Company who are heading any business or function of the Company.

2. The eligibility criteria for appointments to Senior Management and continuity thereof shall include integrity and ethics, in addition to possessing qualifications, expertise, experience and special competencies relevant to the position for which purpose the executive is being or has been appointed.

3. Any candidate being considered for the post of Senior Management should be willing to comply fully with the PPL – Code of Conduct for Senior Management, PPL – Code of Conduct for Prevention of Insider Trading and other applicable policies, in force from time to time.

III. Process for identification & shortlisting of candidates

A. Directors

1. The NRC shall identify the need for appointment of new Directors on the Board on the basis of the evaluation process for Board as a whole and of individual Directors or as it may otherwise determine.

2. Candidates for Board membership maybe identified from a number of sources, including but not limited to past members of the Board and Directors database.

3. NRC shall evaluate proposals for appointment of new Directors on the basis of qualification criteria and positive attributes referred to hereinabove and make its recommendations to the Board.


1. The NRC shall consider the recommendations of the management while evaluating the selection of executives in Senior Management. The NRC may also identity potential candidates for appointment to Senior Management through referrals and recommendations from past and present members of the Board or from such other sources as it may deem fit and proper.

2. The NRC shall evaluate proposals for appointments to Senior Management on the basis of eligibility criteria referred to hereinabove and such other criteria as it may deem appropriate.

3. Based on such evaluation, the NRC shall shortlist the desired candidate and make its recommendations to the Board for appointment.

IV. Removal

A. Directors

1. If a Director incurs any disqualification mentioned under the Companies Act, 2013 or any other applicable law, regulations or statutory requirement, the NRC may recommend to the Board with reasons recorded in writing, the removal of the said Director subject to the provisions of and compliance with the statutory provisions.

2. Such recommendations may also be made on the basis of performance evaluation of the Directors or as may otherwise be thought fit by the NRC.


1. The NRC shall consider the recommendations of the management while making recommendations to the Board for dismissal / removal of those in Senior Management.

2. Such recommendations may also be made on the basis of performance evaluation of members of Senior Management to the extent applicable or as may otherwise be thought fit by the NRC.

V. Review

1. The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions that maybe required to this Policy to the Board for consideration and approval.

-

Board’s Report


REMUNERATION POLICY

I. Preamble1.1. The Nomination and Remuneration Committee (‘NRC’) of Piramal Phytocare Limited (‘the Company’), has adopted

the following policy and procedures with regard to remuneration of Directors, Key Managerial Personnel and other employees.

1.2. The Remuneration Policy (‘Policy’) is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Regulations’) and Section 178 and other applicable provisions of the Companies Act, 2013.

1.3 This Policy reflects the Company’s core values viz. Knowledge, Action and Care.

II. Designing of Remuneration Packages2.1. While designing remuneration packages, the following factors are taken into consideration:

a. Ability to attract, motivate and retain the best talent in the industries in which the Company operates;

b. Current industry benchmarks;

c. Cost of living;

d. Maintenance of an appropriate balance between fixed, performance linked variable pay and long term incentives reflecting long and short term performance objectives aligned to the working of the Company and its goals;

e. Achievement of Key Result Areas (KRAs) of the employee, the concerned department/ function and of the Company.

III. Remuneration to DirectorsA. Independent Directors:

The Independent directors are entitled to the following:

i. Sitting Fees: The Independent Director receive remuneration in the form of sitting fees for attending meetings of Board or Committee thereof of the Company. The Independent Directors also receive sitting fees for attending separate meetings of the Independent Directors. Provided that the amount of such fees shall not exceed such amount per meeting as may be prescribed by the Central Government from time to time.

ii. Commission: Commission may be paid to Independent Directors subject to availability of profits and in compliance with applicable regulatory requirements.

B. Remuneration to Whole – Time Directors

i. The remuneration to be paid to the Whole – Time Directors (if any) shall be in compliance with the applicable regulatory requirements, including such requisite approvals as required by law.

ii. Increments may be recommended by the Committee to the Board which shall be within applicable regulatory limits.

iii. The Board may at the recommendation of the NRC and its discretion, may consider the payment of such additional remuneration within the framework of applicable laws and regulatory requirements.

IV. Remuneration to Key Managerial Personnel and Senior Management Remuneration to Key Managerial Personnel and other Senior Management shall be as per the HR Policy of the Company in

force from time to time and in compliance with applicable regulatory requirements. Total remuneration comprises of:

-

Board’s Report


i. Fixed Basic Salary;

ii. Perquisites as per Company Policy;

iii. Retirement benefits as per Company Rules and statutory requirements;

iv. Performance linked incentive (on an annual basis) based on the achievement of pre-set KRAs and long term incentives based on value creation.

In addition to the above mentioned remuneration package, Key Managerial Personnel and Senior Management may also be provided Employee Stock Options (ESOPs) in compliance with applicable regulatory requirements.

V. Remuneration to Other Employees The remuneration packages of other employees are also formulated in accordance with HR Policy of the Company in force

from time to time. In addition to basic salary and other components forming part of overall salary package, employees are also provided with perquisites and retirement benefits as per the HR Policy of the Company and statutory requirements, where applicable.

VI. Disclosure As per existing Applicable Regulatory Requirements, the Remuneration Policy shall be disclosed in the Board’s Report.

VII. Review The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions

that maybe required to this Policy to the Board for consideration and approval.

-

Board’s Report


To,The Members,Piramal Phytocare Limited

My report of even date is to be read along with this letter:

1) Maintenance of Secretarial records is the responsibility of the Management of the Company. My responsibility is to express an opinion on these Secretarial records based on my audit.

2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4) Wherever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

5) The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Dhrumil M. Shah & Co.

DHRUMIL M SHAH Practicing Company Secretary C.P. No. 8978 FCS No. 8021Place: Mumbai Date: May 7, 2019

ANNEXURE C -

Board’s Report


SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]


I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Piramal Phytocare 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 my verification of the Company’s books, papers, 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 ended on March 31, 2019 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, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

i. The Companies Act, 2013 (‘the Act’) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 (‘FEMA’) and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; - Not applicable for the financial year ended March 31, 2019;

d. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; - Not applicable for the financial year ended March 31, 2019;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not applicable for the financial year ended March 31, 2019;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - Not applicable for the financial year ended March 31, 2019;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;- Not applicable for the financial year ended March 31, 2019;

-

Board’s Report


i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

i. Drugs and Cosmetics Act, 1940 and Drugs and Cosmetics Rules, 1940

ii. The Legal Metrology Act & Legal Metrology (Packaged Commodities) Rules, 2011

I have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that Board of Directors of the Company is duly constituted with proper balance of Non-Executive and Independent Directors. Further there is no changes in composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings and Board Committee Meetings. Agenda and detailed notes on agenda are sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, where applicable, are captured and recorded as part of the minutes. However during the period under report, all the decisions have been taken unanimously and no dissent recorded in Board/ Committee 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 year, a Scheme of Amalgamation (‘Scheme’) under Sections 230 to 232 of the Act between the Company (‘PPL’ or ‘Transferor Company’) and Piramal Enterprises Limited (‘PEL’ or ‘Transferee Company’) and their respective shareholders was approved by the Board of Directors of the Company at its meeting held on May 28, 2018 and subsequently approved by the equity shareholders of the Company at the meeting convened as per the directions of the National Company Law Tribunal on April 2, 2019.



-

Board’s Report


CERTIFICATE ON CORPORATE GOVERNANCE


I have examined all the relevant records of Piramal Phytocare Limited (‘the Company’) for the purpose of certifying compliance with the conditions of Corporate Governance under Chapter IV to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for the year ended March 31, 2019.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to procedures and implementation process adopted by the Company for ensuring compliance with the conditions of Corporate Governance. This certificate is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In my opinion and to the best of my information and according to the explanations and information furnished to me, I certify that the Company has complied with all the conditions of Corporate Governance as stipulated in the Listing Regulations.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.



ANNEXURE D -

Board’s Report


Form No. AOC – 2[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)

Rules, 2014]

Form for disclosure of particulars of contracts/ arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2019, which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

The details of material contracts or arrangements or transactions at arm’s length basis for the year ended March 31, 2019 are as follows:

Sr. No.

Name(s) of the related party & Nature of relationship

Nature, salient features of contracts/ arrangements/ transactions

Duration of the contracts/

arrangements/ transactions

Date(s) of approval by the Board, if

any

Amount (` in lakhs)

1.

Piramal Enterprises Limited (‘PEL’)

(Part of the promoter group)

The Company has sold products to PEL for onward distribution through PEL’s distribution network.

May 31, 2017 to May 30, 2032 April 12, 2017*

2,290.96

2. The Company has availed the right to use the Trade Mark and Product Knowhow of certain products of PEL against payment of royalty to PEL.

160.33

*Approval of the shareholders of the Company was obtained at the Annual General Meeting of the Company held on May 26, 2017.

By Order of the Board

N. L. Bhatia Rajesh Laddha Director Director

Place: Mumbai

Date: May 7, 2019

ANNEXURE E -

-

Financial Statements


Independent Auditors’ ReportTo the Members of Piramal Phytocare Limited

Report on the audit of the Indian Accounting Standards (Ind AS) financial statements

Opinion

1. We have audited the accompanying Ind AS financial statements of Piramal Phytocare Limited (“the Company”), which comprise the balance sheet as at March 31, 2019, and the statement of Profit and Loss ((including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (“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 March 31, 2019, and total comprehensive income (comprising of loss and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

4. We have determined that there are no key audit matters to communicate in our report.

Other Information

5. The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financial statements6. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the

preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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 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 preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate 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.

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Independent Auditors’ Report (Contd.)To the Members of Piramal Phytocare Limited

7. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances; Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

11. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

-



Report on other legal and regulatory requirements 12. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms

of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

13. 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 purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(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 of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2019.

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2019.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 01275N/N500016 Chartered Accountants

Jeetendra MirchandaniMumbai PartnerMay 7, 2019 Membership Number 048125

Independent Auditors’ Report (Contd.)To the Members of Piramal Phytocare Limited

-



Referred to in paragraph 13(f) of the Independent Auditors’ Report of even date to the members of Piramal Phytocare Limited on the Ind AS financial statements for the year ended March 31, 2019

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financial statements of Piramal Phytocare Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance

Annexure ATo Independent Auditors’ Report

-



that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



Annexure A (Contd.)To Independent Auditors’ Report

-



Referred to in paragraph 12 of the Independent Auditors’ Report of even date to the members of Piramal Phytocare Limited on the Ind AS financial statements as of and for the year ended March 31, 2019

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) The Company does not own any immovable properties as disclosed in Note 3 on fixed assets to the Ind AS financial statements. Therefore, the provisions of Clause 3(i)(c) of the said Order are not applicable to the Company.

ii. The physical verification of inventory [excluding stocks with third parties] have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, service-tax, duty of customs, and duty of excise or value added tax or goods and service tax which have not been deposited on account of any dispute.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any bank. The Company does not have any loans or borrowings from any financial institution or Government, nor has it issued any debentures as at the balance sheet date.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

Annexure BTo Independent Auditors’ Report

-



xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.



Annexure B (Contd.)To Independent Auditors’ Report

-



NoteNo.

As atMarch 31, 2019

` in Lakhs

As atMarch 31, 2018

` in Lakhs ASSETS

Non-Current Assets(a) Property, Plant & Equipment 3 27.24 31.41 (b) Other Non Current Assets 4 30.87 30.87 Total Non-Current Assets 58.11 62.28 Current Assets(a) Inventories 5 12.04 31.70 (b) Financial Assets :

(i) Trade Receivables 6 64.32 100.40 (ii) Cash & Cash equivalents 7 106.30 197.85 (iii) Bank balances other than (ii) above 8 0.50 0.50 (iv) Other Financial Assets 9 25.34 196.46 21.12 319.87

(c) Other Current Assets 10 527.46 395.88 Total Current Assets 735.96 747.45 Total Assets 794.07 809.73

EQUITY AND LIABILITIESEquity(a) Equity Share capital 11 2,596.03 2,596.03 (b) Other Equity 12 (5,149.69) (4,338.58)Total Equity (2,553.66) (1,742.55)LiabilitiesNon-Current Liabilities(a) Provisions 13 15.25 45.26

15.25 45.26 Current Liabilities(a) Financial Liabilities:

(i) Borrowings 14 1,344.26 - (i) Trade Payables

Total outstanding dues of Micro and small enterprises 16.89 4.55 Total outstanding dues of creditors other than Micro and small enterprises 1,862.39 285.41

(iii) Other Financial Liabilities 15 39.80 3,263.34 117.95 407.91 (b) Other Current Liabilities 16 13.65 1,993.81 (c) Provisions 17 55.49 105.30 Total Current Liabilities 3,332.48 2,507.02 Total Equity and Liabilities 794.07 809.73

The above Balance Sheet should be read in conjuction with accompanying notes.

As per our report of even date attached

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016 Rajesh Laddha N. L. BhatiaChartered Accountants Director Director

Jeetendra Mirchandani Ankit Kotak Maneesh SharmaPartner Chief Financial Officer Company SecretaryMembership No. 048125

Mumbai, May 07, 2019 Mumbai, May 07, 2019

Balance Sheet as at March 31, 2019

-



NoteNo.

Year Ended March 31, 2019

` in Lakhs


` in Lakhs Revenue from operations 18 2,512.01 2,381.38 Other Income 19 5.25 21.94 Total Income 2,517.26 2,403.32 ExpensesCost of raw and packing materials consumed 20 83.35 101.10 Purchases of stock-in-trade 21 666.10 1,147.84 Changes in inventories of finished goods and stock-in-trade 22 1.41 3.33 Employee benefits expense 23 566.05 1,146.61 Finance costs 24 75.40 1.59 Depreciation 3 4.17 4.17 Other expenses 25 1,944.49 2,245.27 Total Expenses 3,340.97 4,649.91 Profit/(Loss) Before Exceptional Items and Tax (823.71) (2,246.59)Exceptional Items - - Profit / (Loss) before Tax (823.71) (2,246.59)Less: Income Tax ExpenseCurrent Tax 34 - - Deferred Tax 34 - - Profit / (Loss) for the year (823.71) (2,246.59)Other Comprehensive Income / (Expense) (OCI), net of tax expenseA. Items that will not be reclassified to profit or lossRemeasurement of Post Employment Benefit Plans 26 12.60 (1.45)B. Items that will be reclassified to profit or loss - - Other Comprehensive Income / (Expense) (OCI), net of tax expense 12.60 (1.45)Total Comprehensive Income / (Expense) for the year (811.11) (2,248.04)Earnings Per Share (Basic / Diluted) (`) (Face Value of ` 10/- each) [Refer Note 33]

(3.17) (8.65)

The above Statement of Profit and Loss should be read in conjuction with accompanying notes.





Statement of Profit and Lossfor the Year Ended March 31, 2019

-



Year EndedMarch 31, 2019

` in Lakhs


` in Lakhs

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit / (Loss) before tax (823.71) (2,246.59)

Adjustments for:

Depreciation 4.17 4.17

Interest 65.82 1.59

Other Borrowing Cost 9.58 -

Interest Income - (0.90)

Expected Credit loss on trade receivables 25.08 1.65

Operating Profit/(Loss) Before Working Capital Changes (719.06) (2,240.08)

Adjustments For Changes In Working Capital :

Adjustments for (increase) / decrease in operating assets

– Trade receivables 11.00 22.21

– Inventories 19.66 (1.12)

– Other Financial Assets (4.22) (2.41)

– Other Current assets (131.58) (379.39)

Adjustments for increase / (decrease) in operating liabilities

– Trade Payables 1,579.74 249.37

– Non Current provisions (30.01) 30.11

– Current provisions (37.21) 94.81

– Other current financial liabilities (78.15) 116.53

– Other current liabilities (1,980.16) 1,990.87

Cash (Used in) / Generated From Operations (1,369.99) (119.10)

Taxes paid - 23.74

Net Cash (Used in) / Generated From Operating Activities (A) (1,369.99) (95.36)

Cash Flow Statementfor the Year Ended March 31, 2019

-



Cash Flow Statementfor the Year Ended March 31, 2019


` in Lakhs


` in Lakhs

B. CASH FLOW FROM INVESTING ACTIVITIES

Bank balances not considered as Cash and cash equivalents

– Fixed deposits matured - 250.00

– Interest income - 5.48

Net Cash (Used in) Investing Activities (B) - 255.48

C. CASH FLOW FROM FINANCING ACTIVITIES

Loans availailed 1,344.26 -

Interest Paid (65.82) -

Net Cash Generated (Used in) Financing Activities (C) 1,278.44 -

Net Increase/(Decrease) in Cash and Cash Equivalents (A)+(B)+(C) (91.55) 160.12

Cash and Cash Equivalents As At 31.03.2018 197.85 37.73

Cash and Cash Equivalents As At 31.03.2019 106.30 197.85

Cash and Cash Equivalents Comprise

Cash on Hand - 0.01

Balance with Scheduled Banks in Current Accounts 106.30 197.84

106.30 197.85





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Statement of Changes in Equityfor the Year Ended March 31, 2019

A. Equity Share Capital (Refer Note 11) :` in Lakhs

ParticularsBalance as at April 1, 2017 2,596.03 Changes in Equity Share Capital during the year - Balance as at March 31, 2018 2,596.03 Changes in Equity Share Capital during the year - Balance as at March 31, 2019 2,596.03

B. Other Equity :` in Lakhs

Particulars Notes Reserves & Surplus TotalSecurities

Premium ReserveRetained Earnings

Balance as at April 1, 201712

250.44 (2,340.98) (2,090.54)Profit/(Loss) for the year - (2,246.59) (2,246.59)Other Comprehensive Income/ (Expense) - (1.45) (1.45)Balance as at March 31, 2018 250.44 (4,589.02) (4,338.58)

` in Lakhs

Particulars Notes Reserves & Surplus TotalSecurities

Premium ReserveRetained Earnings

Balance as at April 1, 201812

250.44 (4,589.02) (4,338.58)Profit/(Loss) for the year - (823.71) (823.71)Other Comprehensive Income/ (Expense) - 12.60 12.60 Balance as at March 31, 2019 250.44 (5,400.13) (5,149.69)

The above Statement of Changes in Equity should be read in conjuction with the accompanying notes.





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Notes to Financial Statementsfor the Year Ended March 31, 2019

1. GENERAL INFORMATIONPiramal Phytocare Limited (“the Company”) is engaged in manufacturing & marketing / trading of pharmaceutical products. The Company is listed on the BSE Limited and the National Stock Exchange of India Limited in India.

2a. SIGNIFICANT ACCOUNTING POLICIES

i) Statement of Compliance

These financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to the existing accounting standard requires a change in the accounting policy hitherto in use.

New and amended standards adopted during the year are as follows:

- Ind AS 115, Revenue from contracts with customers (Refer Note 2a (v) and 18) *

- Amendments to Ind AS 20, Accounting for Government Grants and Disclosure of Government Assistance *

- Appendix B, Foreign Currency Transactions and Advance Consideration to IndAS 21,The Effects of changes in Foreign Exchange Rates.*

- Amendment to Ind AS 12, Income Taxes*

- Amendment to Ind AS 40, Investment Property*

- Amendment to Ind AS 28, Investment in Associates and Joint Ventures and Ind AS 112, Disclosure of Interests in Other Entities.*

* There has been no impact on adoption of these amendments on the financial statements

ii) Basis of Accounting

The separate financial statements have been prepared on the historical cost basis except for plan assets of defined benefit plans, which are measured at fair value.

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 the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.

iii) Property, Plant and Equipment

All Property Plant & Equipments are stated at cost of acquisition, less accumulated depreciation and accumulated impairment losses, if any. Direct costs are capitalised until the assets are ready for use and includes freight, duties, taxes and expenses incidental to acquisition and installation.

Subsequent expenditures related to an item of Property Plant & Equipment are added to its carrying value only when it is probable that the future economic benefits from the asset will flow to the Company & cost can be reliably measured.

Losses arising from the retirement of, and gains or losses arising from disposal of Property, Plant and Equipment are recognised in the Statement of Profit and Loss.

Depreciation is provided on a pro-rata basis on the straight line method (‘SLM’) over the estimated useful lives of the assets specified in Schedule II of the Companies Act, 2013.

-



Notes to Financial Statements (Contd.)for the Year Ended March 31, 2019

iv) Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit and Loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.

v) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable.

Effective April 1, 2018, the Company adopted Ind AS 115 - Revenue from contracts with customers with modified retrospective approach. Adoption of this standard did not have any material impact on the Statement of Profit and Loss of the Company.

Sale of products: Revenue from the sale of products is recognised when the Company transfers Control of the product. Control of the product transfers upon shipment of the product to the customer or when the product is made available to the customer, provided transfer of title to the customer occurs and the Company has not retained any significant risks of ownership or future obligations with respect to the product shipped.

vi) Employee Benefits

(a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(b) Other long-term employee benefit obligations

The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Long Term Service Awards are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date.

(c) Post-employment obligations

The company operates the following post-employment schemes:

- Defined Contribution plans such as provident fund, superannuation and pension - Defined Benefit plans such as Gratuity

-




Defined Contribution Plans

The Company’s contribution to provident fund (in case of contributions to the Regional Provident Fund office), pension and employee state insurance scheme are considered as defined contribution plans, as the Company does not carry any further obligations apart from the contributions made on a monthly basis and are charged as an expense based on the amount of contribution required to be made. The Company contributes to Superannuation Fund and Employees Pension Scheme 1995 and has no further obligation to the plan beyond to monthly contribution number.

Defined Benefit Plan

Gratuity for employees in India is as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company’s Gratuity Plan is administered by an insurer and the Investments are made in various schemes of the trust. The Company funds the plan on a periodical basis.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

(d) Bonus Plans

The Company recognises a liability and an expense for bonuses. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

vii) Inventories

Inventories comprise of Raw and Packing Materials, Work in Progress, Finished Goods (Manufactured and Traded). Inventories are valued at the lower of cost and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost is determined on Weighted Average basis. Cost includes all charges in bringing the goods to their present location and condition, including octroi and other levies, transit insurance and receiving charges. The cost of Work-in-progress and Finished Goods comprises of materials, direct labour, other direct costs and related production overheads. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

viii) Foreign Currency Transactions

The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transactions. Gain or loss resulting from the settlement of such transaction and from the translation of monetary assets and liabilities denominated in foreign currency are recognised in the Statement of Profit and Loss.

ix) Taxes on Income

Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

-




Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the separate financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

x) Provisions and Contingent Liabilities

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

xi) Leases

Operating Leases

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases.

xii) Cash and Cash Equivalents

In the cash flow statement, cash and cash equivalents includes cash on hand and demand deposits with banks.

xiii) Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities,

-




as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Impairment of financial assets

The Company applies the expected credit loss model for recognising impairment loss on Financial assets measured at amortised cost and trade receivables.

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss (”ECL”) allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

xiv) Borrowing Costs

General and specific borrowing costs directly attributable to acquisition or construction of qualifying assets (i.e. those Property, Plant & Equipments which necessarily take a substantial period of time to get ready for their intended use) are capitalised. Other borrowing costs are recognised as an expense in the period in which they are incurred.

xv) Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

xvi) Standards issued but not yet effective

Notification of new standard Ind AS 116

On March 30, 2019, Ministry of Corporate Affairs has notified IndAS 116, Leases. IndAS 116 will replace the existing leases Standard, IndAS 17 Leases, and related Interpretations. The Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of profit & loss. The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.

Amendments to Ind AS 19, Employee Benefits:

The amendment clarifies the accounting for defined benefit plans on plan amendment, curtailment and settlement and specifies how companies should determine pension expenses when changes to a defined benefit pension plan occur. The amendments require a company to use the updated assumptions from remeasurement to determine current service cost and net interest for the remainder of the reporting period after the change to the plan. Currently, Ind AS 19 did not specify how to determine these expenses for the period after the change to the plan. The amendments are expected to provide useful information to users of financial statements by requiring the use of updated assumptions.

Amendment to Ind AS 12, Income Taxes:

Appendix C to Ind AS 12 (Appendix C) clarifies the accounting for those uncertainties on income tax treatments that have yet to be accepted by tax authorities, and to reflect those uncertainties in the measurement of current and deferred taxes. Appendix C is applicable for annual periods beginning on or after 1 April 2019. On transition, a company may apply the standard retrospectively, by restating the comparatives (i.e. period beginning 1 April 2018), if this is possible

-




without the use of hindsight, or apply it prospectively by adjusting equity on the initial application, without adjusting comparatives.

The Company is evaluating the requirements of the amendment and its effect on the financial statements.

There are no other ammendments which have been notified, that are likely to have any material impact on the financial statements of the Company.

2b. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTIES

The preparation of the financial statements in conformity with Ind AS requires the Management to make estimates and considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

Deferred Taxes (refer note 2a(ix)

Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers existence of projected future taxable income in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

Defined benefit plans (refer note 2a (vi) and 27)

The cost of the defined benefit plans and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Expected credit loss (refer note 2a (xiii) and 34)

When determining whether the risk of default on a financial instruments has increased significantly since initial recognition, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort.

-




3. PROPERTY, PLANT & EQUIPMENT` in Lakhs

Particulars GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION NET CARRYING AMOUNTAs at

April 1, 2018

Additions Deductions As at 31/03/2019

(A)

As at April 1,

2018

For the Year

Deductions As at 31/03/2019

(B)

As at 31/03/2019

(A-B)

As at March 31,

2018Tangible Assets

Plant and Equipments 42.01 - - 42.01 11.55 3.85 - 15.40 26.61 30.46

Furniture and Fixtures 1.91 - - 1.91 0.96 0.32 - 1.28 0.63 0.95

Total 43.92 - - 43.92 12.51 4.17 - 16.68 27.24 31.41

Particulars GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION NET CARRYING AMOUNTAs at

April 1, 2017

Additions Deductions As at March 31,

2018 (A)

As at April 1, 2017

For the Year

Deductions As at March 31,

2018 (B)

As at March 31,

2018 (A-B)

As at March 31,

2017

Tangible Assets

Plant and Equipments 42.01 - - 42.01 7.70 3.85 - 11.55 30.46 34.31

Furniture and Fixtures 1.91 - - 1.91 0.64 0.32 - 0.96 0.95 1.27

Total 43.92 - - 43.92 8.34 4.17 - 12.51 31.41 35.58

As atMarch 31, 2019

` in Lakhs

As atMarch 31, 2018

` in Lakhs 4. OTHER NON CURRENT ASSETS

Advance Tax [Net of Provision : Nil (Previous year `0.04 lakhs)] 28.46 28.46 Security Deposit 2.41 2.41 TOTAL 30.87 30.87

5. INVENTORIESRaw and Packing Materials 7.57 25.82 Stock in Trade 4.47 5.88 TOTAL 12.04 31.70

1. Inventories are net of breakages and unsaleable stock.

2. The cost of inventories recognised as an expense during the year was ` 769.38 lakhs (Previous year ` 1272.87 lakhs).

3. The cost of inventories recognised as an expense includes ` Nil (Previous year ` Nil) in respect of write downs of inventory to net realisable value and ` 7.94 lakhs (Previous year `11.89 lakhs) in respect of provisions for slow moving/non moving/expired/near expiry products.

-




As atMarch 31, 2019

` in Lakhs

As atMarch 31, 2018

` in Lakhs 6. TRADE RECEIVABLES

Unsecured - considered good 65.35 101.94 Unsecured - considered doubtful 42.95 17.36 Less: Expected Credit Loss (ECL) 43.98 18.90

64.32 100.40 TOTAL 64.32 100.40

Concentration of Credit Risk

The credit period on sale of goods ranges from 60 to 90 days

Of the Trade Receivables balances, the top 2 customers represent a balance of ` 73.12 lakhs (Previous year `83.12 lakhs). 3 customers represent more than 5% of total balance of Trade Receivables.

The Company maintains Expected Credit Loss (ECL) based on present and prospective financial condition of the customer and ageing of accounts receivable after considering historical experience and the current economic environment.

The movement in expected credit loss allowance during the year was as follows:

Movement in Expected Credit Loss Allowance: Year ended March 31, 2019

` in Lakhs

Year ended March 31, 2018

` in Lakhs Balance at the beginning of the year 18.90 17.25 Add: Movement in expected credit loss allowance on trade receivables 25.08 1.65 Balance at the end of the year 43.98 18.90

As atMarch 31, 2017

` in Lakhs

As atMarch 31, 2016

` in Lakhs 7. CASH AND CASH EQUIVALENTS Cash and Cash equivalents i. Cash on Hand - 0.01

ii. Balances with Banks - Current account 106.30 197.84 TOTAL 106.30 197.85

There are no repatriation restrictions with regard to Cash and Cash Equivalents as at the end of the reporting period and prior years.

-




As atMarch 31, 2019

` in Lakhs

As atMarch 31, 2018

` in Lakhs8. OTHER BANK BALANCES

Earmarked balances with banks - Deposit Accounts 0.50 0.50 TOTAL 0.50 0.50

9. OTHER FINANCIAL ASSETS - CURRENT Advances recoverable in cash 25.34 21.12 TOTAL 25.34 21.12

10. OTHER CURRENT ASSETSOther Advances 62.68 62.28 Balance with Government Authorities 464.78 333.60 TOTAL 527.46 395.88

11. SHARE CAPITALAuthorised Shares3,00,00,000 (3,00,00,000) Equity Shares of ` 10/- each 3,000.00 3,000.00

3,000.00 3,000.00 Issued, Subscribed and Paid up Shares 2,59,60,340 (2,59,60,340) Equity Shares of ` 10/- each 2,596.03 2,596.03

2,596.03 2,596.03

a) Reconciliation of number of shares Equity Shares

Particulars As at March 31, 2019 As at March 31, 2018 No. of shares ` in Lakhs No. of shares ` in Lakhs

At the beginning of the year 25,960,340 2,596.03 25,960,340 2,596.03 Add: Issued during the year - - - - Less: Shares cancelled during the year - - - - At the end of the year 25,960,340 2,596.03 25,960,340 2,596.03

b) Details of shareholders holding more than 5% shares in the Company

Particulars As at March 31, 2019 As at March 31, 2018 No. of shares % Holding No. of shares % Holding

Piramal Enterprises Limited 4,550,000 17.53% 4,550,000 17.53%The Sri Krishna Trust through its Trustees, Mr. Ajay G. Piramal and Dr. (Mrs.) Swati A. Piramal 8,593,440 33.10% 8,593,440 33.10%

c) Rights, preferences and restrictions attached to shares Equity Shares: The company has one class of equity shares having a par value of ` 10/- per share. Each shareholder is eligible for one vote

per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

-




As at March 31, 2019

` in Lakhs


` in Lakhs 12. OTHER EQUITY SECURITIES PREMIUM RESERVE

At the beginning of the year 250.44 250.44 Movement during the year - - TOTAL 250.44 250.44 Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the Provisions of the Act

RETAINED EARNINGS At the beginning of the year (4,589.02) (2,340.98)Profit/(Loss) for the year (823.71) (2,246.59)Less: Other Comprehensive Income (Expense) 12.60 (1.45)

(5,400.13) (4,589.02)TOTAL (5,149.69) (4,338.58)


` in Lakhs


` in Lakhs13. NON-CURRENT PROVISIONS

Provision for employee benefits (Refer Note 27) 15.25 45.26 TOTAL 15.25 45.26

14. BORROWING - CURRENT Secured from Bank - overdraft facility 1,344.26 - Payable on demand, carries interest rate of in the range of 9.30% pa to 9.45% pa Security: exclusive charge on the current asset of the Company including Stocks of raw materials, work-in-progress, finished goods, book debts This facility is guaranteed by Piramal Enterprises Limited

1,344.26 - For Net debt reconciliation refer Cash flow statement.

15. OTHER CURRENT FINANCIAL LIABILITIES Employee related liabilities 39.80 117.95

39.80 117.95

16. OTHER CURRENT LIABILITIES Advance From Customers 4.08 1,980.89 Statutory Dues 9.57 12.92 TOTAL 13.65 1,993.81

17. CURRENT PROVISIONS Provision for employee benefits (Refer Note 27) 55.49 105.30 TOTAL 55.49 105.30

-





` in Lakhs


` in Lakhs 18. REVENUE FROM OPERATIONS

Revenue From Contract with customersSale of products [refer note 2a(v)] 2,512.01 2,381.38 TOTAL 2,512.01 2,381.38

19. OTHER INCOMEInterest Income on Financial Assets- On Bank Deposits - 0.90 Exchange Gain (Net) - 0.04 Rent Received - 11.25 Miscellaneous Income 5.25 9.75 TOTAL 5.25 21.94

20. COST OF RAW AND PACKING MATERIALS CONSUMEDOpening Stock 25.82 21.37 Add: Purchases (Net) 65.10 105.55 Less: Closing Stock 7.57 25.82 TOTAL 83.35 101.10

21. PURCHASES OF STOCK-IN-TRADETraded Goods 666.10 1,147.84 TOTAL 666.10 1,147.84

Year Ended March 31, 2019 ` in Lakhs

Year Ended March 31, 2018 ` in Lakhs

22. CHANGES IN INVENTORIES OF FINISHED GOODS AND STOCK-IN-TRADE

OPENING STOCKS :Finished Goods - 9.21 Stock-in-trade 5.88 -

5.88 9.21 CLOSING STOCKS :Finished Goods - - Stock-in-trade 4.47 5.88

4.47 5.88 TOTAL 1.41 3.33

-





` in Lakhs


` in Lakhs23. EMPLOYEE BENEFITS EXPENSE

Salaries and Wages 501.51 1,029.35 Contribution to Provident and Other Funds (Refer Note 27) 38.61 67.81 Contribution to Gratuity Fund (Refer Note 27) 12.79 12.06 Staff Welfare 13.14 37.39 TOTAL 566.05 1,146.61

24. FINANCE COSTSInterest 65.82 1.59 Other borrowing Cost 9.58 - TOTAL 75.40 1.59

25. OTHER EXPENSESProcessing Charges 18.52 20.60 Consumption of Laboratory materials 4.88 5.90 Rent - Others 13.73 11.68 Rates & Taxes 5.20 5.19 Insurance 41.95 67.28 Travelling Expenses 218.76 298.42 Directors' Sitting Fees 4.80 6.00 Business Promotion 197.24 354.79 Franchise Expenses 1,116.83 1,115.99 Freight 8.01 9.86 Audit Fee 9.41 7.40 Communication and Postage 35.42 31.51 Royalty 160.33 142.20 Printing and Stationery 15.31 28.59 Exchange Loss (net) 0.74 - Professional Charges 67.88 128.63 Expected credit loss on Trade Receivables 25.08 1.65 Miscellaneous Expenses 0.40 9.58 TOTAL 1,944.49 2,245.27

26. OTHER COMPREHENSIVE (INCOME)/EXPENSESOther Comprehensive (Income) / Expense related to remeasurement of defined benefit obligations (12.60) 1.45

TOTAL (12.60) 1.45

-




27. EMPLOYEE BENEFITS The disclosures required as per the revised IND AS - 19 are as under:

Refer Note 2(a)(vi) for brief description of the Plans.

These plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk and salary risk.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Interest risk

A decrease in the bond interest rate will increase the plan liability requiring a higher provision; however, this will be partially offset by an increase in the return on the plan’s debt investments.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

I. Charge to the Statement of Profit and Loss based on contributions:

As At March 31, 2019

` in Lakhs


` in LakhsEmployer's contribution to Provident Fund 13.92 30.47 Employer's contribution to Employees' Pension Scheme 1995 11.08 19.67 Employer's contribution to Employees' State Insurance 9.65 13.92 Employer's contribution to National Pension Scheme 2.96 2.75 Employer's contribution to Superannuation Fund 1.00 1.00

38.61 67.81

Included in Contribution to Provident and Other Funds (Refer Note 23).

II. Disclosures for defined benefit plans based on actuarial reports

A. Change in Defined Benefit Obligation


` in Lakhs


` in LakhsGratuity (Funded)

Present Value of Defined Benefit Obligation as at the beginning of the year 60.48 15.98 Interest Cost 4.65 3.42 Current Service Cost 8.70 9.24 Liability Transferred In 3.99 32.29 Liability Transferred out (42.32) - Actuarial (gain) / loss (4.54) (0.45)Present Value of Defined Benefit Obligation as at the end of the year 30.96 60.48

-




B. Changes in the Fair Value of Plan Assets


` in Lakhs



Fair Value of Plan Assets as at beginning of the year 7.21 8.51 Expected Return on Plan Assets 0.56 0.60 Actuarial gain / (loss) 8.06 (1.90)Fair Value of Plan Assets as at end of the year 15.83 7.21

C. Amount recognised in the Balance Sheet


` in Lakhs



Present Value of Defined Benefit Obligation as at the end of the year 30.96 60.48 Fair Value of Plan Assets as at end of the year 15.83 7.21 Net Liability/(Assets) recognised in the Balance Sheet (Refer Note No. 13 and 17) 15.13 53.27

D. Expenses recognised in Statement of Profit and Loss


` in Lakhs



Current Service Cost 8.70 9.24 Net Interest Cost 4.09 2.82 Total Expenses recognised in the Statement of Profit and Loss# 12.79 12.06

#Included in Employee Benefit Expenses, Contribution to Gratuity Fund (Refer Note 23)

E. Expenses Recognized in the Other Comprehensive Income (OCI) for Current Year


` in Lakhs


` in LakhsActuarial (Gains)/Losses on Obligation For the Period-Due to changes in financial assumptions 0.05 1.25

Actuarial (Gains)/Losses on Obligation For the Period-Due to changes in demographic assumptions - (4.40)

Actuarial (Gains)/Losses on Obligation For the Period-Due to experience adjustment (4.59) 2.70 Return on Plan Assets, Excluding Interest Income (8.06) 1.90 Net (Income)/Expense For the Period Recognized in OCI (12.60) 1.45

F. Actual Return on Plan Assets


` in Lakhs


` in LakhsGratuity / (Funded)

Expected Return on Plan Assets 0.56 0.60 Actuarial gain / (loss) on Plan Assets 8.06 (1.90)Actual Return on Plan Assets 8.62 (1.30)

-




G. Significant Acturial Assumption:



Gratuity (Funded)Discount Rate (Per Annum) 7.64% 7.68%Salary Escalation rate 10.00% p.a.

for the next 3 years, 7.00%

p.a. thereafter, starting from

the 4th year

10.00% p.a. for the next 3 years,

7.00% p.a. thereafter,

starting from the 4th year

Expected Rate of Return in Plan Assets (per annum) 7.64% 7.68%

H. Movement in the present value of net defined benefit obligation are as follows


` in Lakhs


` in LakhsOpening Net Liability 53.27 7.47 Expenses Recognized in Statement of Profit or Loss 12.79 12.06 Expenses Recognized in OCI (12.60) 1.45 Liability Transferred In 3.99 32.29 Liability Transferred out (42.32) - Net Liability/(Asset) Recognized in the Balance Sheet 15.13 53.27

I. Category of Assets


%


%Gratuity (Funded)

Government Securities 20.54 29.92 Corporate Bonds 74.46 65.37 Others 5.00 4.71

J. Other Details



No of Active Members 141 225Per Month Salary For Active Members (Rs. In Lakh) 14.88 28.18 Weighted Average Duration of the Projected Benefit Obligation 6 8Average Expected Future Service (Years) 8 7Projected Benefit Obligation (PBO) 30.96 60.48 Prescribed Contribution For Next Year (12 Months) 14.88 28.18

-




K. Cash Flow Projection: From the Fund

Estimated for the year ended March 31, 2019

` in Lakhs

Estimated for the year ended March 31, 2018

` in LakhsProjected Benefits Payable in Future Years From the Date of Reporting1st Following Year 12.79 13.23 2nd Following Year 0.97 3.16 3rd Following Year 6.86 3.32 4th Following Year 1.00 8.83 5th Following Year 1.08 3.55 Sum of Years 6 To 10 5.32 19.25 Sum of Years 11 and above 24.81 69.32

L. Sensitivity Analysis



Projected Benefits Payable in Future Years From the Date of ReportingImpact of +1% Change in Rate of Discounting (1.30) (3.77)Impact of -1% Change in Rate of Discounting 1.51 4.34 Impact of +1% Change in Rate of Salary Increase 1.49 4.29 Impact of -1% Change in Rate of Salary Increase (1.31) (3.80)

The above sensitivity analysis are based on change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

M. Liability as at year end



Non-Current (Note 13)

Current (Note 17)

Non-Current (Note 13)

Current (Note 17)

Gratuity 0.25 14.88 25.08 28.19 Leave Encashment - 38.23 - 75.31 Long Service Awards 15.00 0.17 20.18 0.59 Super Annuation - 2.21 - 1.21 TOTAL 15.25 55.49 45.26 105.30

-




28. The Company’s significant operating lease arrangements are mainly in respect of godown premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under “Other Expenses” in Note 25. These lease arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms.

Payable As At March 31, 2019

` in Lakhs


` in LakhsNot Later than one year 14.17 13.50 Later than one year but not later than five years 25.17 39.06

Rent expenses, recognised under Other Expenses (Refer Note 25) pertains to minimum lease payment only.

29. PAYMENT TO AUDITOR IN OTHER EXPENSES (NOTE 25) CONSISTS OF:

March 31, 2019 ` in Lakhs


As Auditor 7.00 7.00 For Other Services 1.70 - For Reimbursement of Expenses 0.71 0.40

9.41 7.40

30. The Company is mainly engaged in Manufacturing, trading and marketing of Pharmaceuticals Products. The Chief Operating Decision Maker (Manager) of the Company examines the company’s performance from a product perspective only i.e. Pharmaceuticals. Hence the company has only one segment as per IND AS108 “” Operating segment”” and no geographic segment.

31. INFORMATION IN ACCORDANCE WITH THE REQUIREMENTS OF INDIAN ACCOUNTING STANDARD 24 ON RELATED PARTY DISCLOSURES.

A. Controlling Companies

The Ajay G. Piramal Foundation*

The Sri Krishna Trust through its Trustees, Mr.Ajay G. Piramal and Dr.(Mrs.) Swati A. Piramal*

*There are no transactions with the above related parties during the year.

B. Other related parties

- Piramal Enterprises Limited

C. Key Management Personnel

Mr. Rajiv Salvi (w.e.f February 8, 2017)

D. Non Executive / Independent Directors

Mr. Gautam Doshi

Mr. N.L.Bhatia

Mr. Rajesh Laddha

Ms. Rashida Najmi

-




Compensation of key managerial personnel

Details of Transactions Key Management Personnel2019

` in Lakhs2018

` in LakhsShort-term employee benefits 76.81 69.65Post-employment benefits 6.82 5.42Other long-term benefits 0.79 0.44 TOTAL 84.42 75.51

Details of Transactions Associates2019

` in Lakhs2018

` in LakhsReimbursement of ExpensesReimbursement of Expenses Received- Piramal Enterprises Limited - 300.00 TOTAL - 300.00

Reimbursement of Expenses Paid- Piramal Enterprises Limited 35.62 41.09 TOTAL 35.62 41.09

Royalty & Others- Piramal Enterprises Limited 169.91 142.20 TOTAL 169.91 142.20

Sales - Piramal Enterprises Limited 2,290.96 2,041.98 TOTAL 2,290.96 2,041.98

Payable- Piramal Enterprises Limited 300.43 2,041.32 TOTAL 300.43 2,041.32

Receivable- Piramal Enterprises Limited 13.83 - TOTAL 13.83 -

-




32. DISCLOSURES AS REQUIRED BY THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 ARE AS UNDER:

Particulars As at March 31, 2019

` in Lakhs


` in LakhsPrincipal amount due to suppliers registered under the MSMED Act and remaining unpaid as at year end 16.89 4.55

Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end 3.00 1.59

Principal amounts paid to suppliers registered under the MSMED Act,beyond the appointed day during the year 589.27 166.12

Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the year - -

Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the year - -

Interest due and payable towards suppliers registered under MSMED Act, for payments already made 3.00 1.59

Further interest remaining due and payable for earlier years 1.41 0.52

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

33. Earning Per Share (EPS) - EPS is calculated by dividing the Profit / (loss) attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings per equity share are as stated below:

Particulars For the year ended


For the year ended


Profit / (Loss) after tax (Rs. in Lakhs) (823.71) (2,246.59)Weighted Number of Shares (nos.) 25,960,340 25,960,340 Basic/Diluted Earning Per Share (Rs.) (3.17) (8.65)Face value per share (Rs.) 10.00 10.00

34. INCOME TAXES RELATING TO OPERATIONS a) Income tax recognised in profit or loss



Current taxIn respect of the current year - - In respect of prior years - -

- -

Deferred taxIn respect of the current year - - Total income tax expense recognised in the current year - -

-




b) Income tax recognised in other comprehensive income



Current tax - -

Deferred tax - - Total income tax recognised in other comprehensive income - -

c) Unrecognised deductible temporary differences, unused tax losses and unused tax credits

March 31, 2019 March 31, 2018Unrecognised tax losses and unabsorbed depreciation for which no deferred tax assets have been recognised are attributable to the following:- tax losses (expiring in AY 2021-22) 3,456.00 2,707.62 - unabsorbed depreciation (indefinite life) 21.00 18.48 TOTAL 3,477.00 2,726.10

d) The income tax expense for the year can be reconciled to the accounting profit as follows:

March 31, 2019 March 31, 2018Profit / (Loss) before tax (823.71) (2,246.59)Income tax expense calculated at 26% - - (25.75% for previous year)Effect of set-off of previous period brought forward business loss - - Income tax expense recognised in profit or loss - -

In the absence taxable profits in foreseeable future and convincing evidence to support the future projections the Company has not recognised Deferred Tax Assets.

35. RISK MANAGEMENT The Company’s activities expose it to market risk, liquidity risk and credit risk. The company has independent and dedicated

Enterprise Risk Management (ERM) system to identify, manage and mitigate business risks.

a Market Risk - Foreign Exchange Risk

The Company does not have significant exposure to foreign currency and hence does not hedge its foreign currency exposure.

Particulars of unhedged foreign currency exposures as at the reporting date

March 31, 2019 March 31, 2018Advances from Customers- USD in Lakhs 0.06 - - Rs.in Lakhs 4.08 -

Trade Receivables*- USD in Lakhs - - - Rs.in Lakhs - -

* Above balances net of expected credit loss

-

-----------~-~--

-----------~-~--

--------------------------------------------....J-L.---------




b. Market Risk - Interest Risk

The Company is exposed to interest rate risk as it has liabilities based on floating interest rates. The Treasury team reviews the interest rate risk on periodic basis.

The exposure of the Company’s borrowings to the interest rate risk at the end of the reporting period is mentioned below:

Particulars March 31, 2019 ` in Lakhs


Variable rate borrowings 1,344.26 -

Sensitivity analyses - If interest rates related to borrowings had been 100 basis points higher/lower and all other variables were held constant, the Company’s

- Loss before tax for the year ended/Other Equity (pre-tax) as on March 31, 2019 would increase/decrease by `6.96 lakhs.

b. Liquidity Risk Management

Liquidity Risk refers to insufficiency of funds to meet the financial obligations. Liquidity Risk Management implies maintenance of sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit lines to meet obligations when due (Refer Note 37).

The Company invests surplus funds in fixed deposits with banks with varying maturities.

The financial liabilities of the company including trade payables and other current liabilities are payable within one year from the balance sheet date.

The financial assets of the company including trade receivables and other current assets are receivable within one year from the balance sheet date.

c. Credit Risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. Refer Note 6 for Trade Receivables credit risk.

36. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES All financial assets and liabilities are carried at amortised cost.

The management consider that the carrying amounts of financial assets and liabilities recognized in the financial statements approximate their fair value as on March 31, 2019 and March 31 2018.

37. CAPITAL MANAGEMENT The Company determines the amount of capital required on the basis of annual as well as long term operating plans and

other strategic investment plans. The funding requirements are met through bank loans .The Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio.

-



Notes to Financial Statements (Contd.)for the Year Ended March 31, 2019 The capital components of the Company are as given below:

As atMarch 31,2019

` in Lakhs

As atMarch 31,2019

` in LakhsEquity 2,596.03 2,596.03 Total Equity 2,596.03 2,596.03

Borrowings - Current 1,344.26 - Total Debt 1,344.26 - Cash & Cash equivalents (106.30) (197.85)Net Debt 1,237.96 (197.85)Debt/Equity Ratio 0.48 (0.08)

38. GOING CONCERN The Company has accumulated losses of ̀ 5,413 lakhs as at March 31, 2019 which has resulted in negative net worth of ̀ 2,554

lakhs. The Company’s current liabilities exceed its current assets by `2,597 lakhs as of that date.

The promoters have affirmed their continued financial support to the company to enable it to meet its liabilities.

The financial results have been prepared on the basis that the company is a going concern and that no adjustments are required to the carrying values of assets and liabilities.

39. The Board of Directors on May 28, 2018 had approved a “Scheme of Amalgamation” (“Scheme”) of Piramal Enterprises Limited, with the Company and its respective shareholders. The Scheme has been approved by the equity shareholders of the Company in their meeting convened as per the directions of the National Company Law Tribunal on April 2, 2019. The Scheme is subject to approval of regulatory authorities.

Signature to note 1 to 39 of financial statements.




-

Notice


NOTICE

NOTICE is hereby given that the 18th Annual General Meeting (‘AGM’) of the Members of Piramal Phytocare Limited will be held on Monday, August 5, 2019 at 11.00 a.m. at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K Dubash Marg, Kala Ghoda, Fort, Mumbai - 400 001, to transact the following business:

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended on March 31,

2019 and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Ms. Rashida Najmi (DIN: 07757086), who retires by rotation and, being eligible, offers herself for re-appointment.

NOTES:

1. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy should, however, be deposited at the Registered Office of the Company not less than forty-eight hours before the commencement of the AGM.

A person can act as proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company. A Member holding more than ten percent of the total share capital of the Company may appoint a single person as proxy. However, such person shall not act as a proxy for any other person or shareholder.

2. Corporate Members intending to send their authorised representatives to attend the AGM are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the AGM.

3. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.

4. Members are requested to bring their duly completed Attendance Slip along with their copy of the Annual Report to the AGM.

5. As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or its Registrar and Transfer Agents, M/s. Link Intime India Private Limited (‘Link Intime’) for the same.

6. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form are requested to submit their PAN to Link Intime.

7. Section 72 of Companies Act, 2013 (‘the Act’) provides for Nomination by the Members of the Company in the prescribed Form No. SH-13. If a Member desires to cancel the earlier nomination and record fresh nomination, the Member may submit the same in Form No. SH-14. Both these forms are available on the website of the Company

http://piramalphytocare.com/investors/. Members are requested to avail this facility.

8. Members holding shares in physical form in multiple folios existing in identical order of names are requested to consolidate such holdings into one folio, by forwarding their share certificates to Link Intime. A consolidated share certificate will be issued to such Members after making requisite changes.

9. Members who have not registered their email addresses so far are requested to register their email address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

-

Notice


10. Director seeking re-appointment at the AGM

Ms. Rashida Najmi, Non-Executive Director retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment.

Additional information to be provided under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2):

Ms. Rashida Najmi heads the Corporate Quality, Regulatory, Pharmacovigilance (‘PV’) and Patents functions of Piramal Enterprises Limited, the flagship company of the Piramal Group.

She is responsible for establishing and implementing quality standards, handling inspections and maintaining regulatory track records of various regulatory agencies like FDA (Food and Drug Administration), MHRA (Medicines and Healthcare products Regulatory Agency), PMDA (Pharmaceuticals and Medical Devices Agency), TGA (Therapeutic Goods Administration), Health Canada, etc. to name a few.

She has over 26 years of experience in quality management of NCE (New Chemical Entity) [NDA (New Drug Application), INDA (Investigational New Drug Application)], CRO (Contract Research Organization), API (Active Pharmaceutical Ingredients) - intermediates and drug substance, Formulations (drug product), Product development, Clinical and medical devices.

Responsibilities handled by her during her ongoing tenure at Piramal, include establishing “Quality, Regulatory, PV and Patents” as drivers for business growth, interpreting regulatory guidance and formulating Piramal approach to its compliance, orchestrating team to enable “Best in Class” systems across Piramal businesses, interactions with regulators and customers to articulate Piramal Quality, regulatory and PV standards, driving organizational transformation by laying down executable targets to continuous improvement.

She is a Pharmacist and a postgraduate in Human Resources and is a Qualified Lead Auditor in ISO 9000 and ISO 14000 from BSI London and QMI, UK respectively, certified in HACCP (Hazard analysis and critical control points) from UN/ FAO, 5’S’ from JMA (Japan Meteorological Agency), OHSAS (Occupational Health and Safety Assessment Series).

In July 2015, World Quality Congress awarded her with the title of “50 Most Influential Quality Professionals”. She has been a jury member in several academic and quality awards and also an active member of industry forums like ISPE (International Society of Pharmaceutical Engineers), IDMA (Indian Drug Manufacturers’ Association), PDA (Parenteral Drug Association) and RAPS (Regulatory Affairs Professionals Society).

She is 53 years old and was first appointed as a Director on the Board of the Company with effect from April 12, 2017.

She does not hold Directorships or any Committee membership in the Board Committees of any other Company.

She does not hold any shares of the Company.

Other details such as number of meetings of the Board attended during the year, remuneration drawn and relationship with other Directors and Key Managerial Personnel in respect of Ms. Rashida Najmi are provided in the Report on Corporate Governance, which is a part of this Annual Report.

11. Route map giving directions to reach the venue of the 18th AGM is given at the end of the Notice.

12. Voting through electronic means

I. Pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of the Listing Regulations, the Company is pleased to provide its Members the facility to exercise their right to vote on resolutions proposed to be considered at the 18th AGM by electronic means and has engaged the services of National Securities Depository Limited (‘NSDL’) to provide the facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (‘remote e-voting’). Members may cast their votes through remote e-voting by logging on to the e-voting website of NSDL at https://www.evoting.nsdl.com.

-

Notice


II. The remote e-voting period commences on Friday, August 2, 2019, at 9.00 a.m. (IST). and ends on Sunday, August 4, 2019, at 5.00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter.

III. Members holding shares either in physical form or in dematerialized form, as on the close of business on July 29, 2019, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. Any person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

IV. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at [email protected] or [email protected]. However, if he/ she is already registered with NSDL for remote e-voting then he/ she can use his/ her existing User ID and password for casting the vote.

V. Mr. Ainesh Jethwa, Practicing Company Secretary (Membership No. ACS 27990, CP No. 19650) has been appointed as the Scrutinizer to scrutinize the e-voting and the voting process at the AGM in a fair and transparent manner.

VI. The instructions for remote e-voting are as under:

Step 1: Logging - in to NSDL e-Voting system:

1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/.

2. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholders’ Section.

3. A new screen will open. Kindly enter your User ID, your Password and the Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you may log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you may proceed to Step 2 i.e. Cast your vote electronically.

4. User ID details are given below :

Manner of holding shares i.e. Demat [NSDL or Central Depository Services Limited (‘CDSL’)] or Physical

Your User ID is:

a) For Members who hold shares in demat account with NSDL.

8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat account with CDSL.

16 Digit Beneficiary IDFor example if your Beneficiary ID is 12************** then your user ID is 12**************

c) For Members holding shares in Physical Form. EVEN (E-voting Event Number) followed by Folio Number registered with the CompanyFor example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

5. Password details are given below:

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, kindly retrieve the ‘initial password’ which was communicated to you. Upon retrieval of your ‘initial password’, you need to enter the ‘initial password’ and the system will prompt you to change your password.

c) How to retrieve your ‘initial password’?

-

Notice


(i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Kindly trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participant(s) or requesting physical copy]:

Initial password is provided in the below mentioned format at the bottom of the Attendance Slip for the AGM:

EVEN USER ID PASSWORD/PIN

6. If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:

a) Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Click on ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to retireve the password by aforesaid two options, kindly send a request at [email protected] mentioning your demat account number/ folio number, your PAN no., your name and your registered address.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

7. After entering your password, kindly tick on Agree to ‘Terms and Conditions’ by selecting the check box.

8. Thereafter, kindly click on ‘Login’ button upon which the E-Voting home page will open.

Step 2: Casting your vote electronically:

1. On the Home page of e-Voting, click on e-Voting. Then, click on Active Voting Cycles.

2. After clicking on Active Voting Cycles, you will be able to see all the companies ‘EVEN’ in which you are holding shares and whose voting cycle is in active status.

3. Select ‘EVEN’ of the Company.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

6. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

7. You may also print the details of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

-

Notice


General Guidelines for shareholder

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer to Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]. Alternatively, you may contact Mrs. Pallavi Mhatre, Manager on 91 22 2499 4600 or may write to her at TradeWorld, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India.

4. The facility for voting through ballot paper, shall also be made available at the venue of the AGM and the Members attending the AGM, who have not already cast their vote by remote e-voting, may exercise their voting rights at the AGM. Members who have already cast their vote by remote e-voting prior to the AGM may attend the AGM and their presence shall be counted for the purpose of quorum, but shall not be entitled to cast their vote again at the AGM. A Member can vote either by remote e-voting or at the AGM. In case a Member votes by both the modes then the votes cast through remote e-voting shall prevail and the votes cast at the AGM shall be considered invalid.

5. The Scrutinizer shall within 48 hours of the conclusion of the AGM, submit a consolidated Scrutinizer’s report of the votes cast in favour or against, to the Chairman of the AGM (‘Chairman’) or to any Director or any person authorized by the Chairman for this purpose, who shall countersign the same.

6. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website http://piramalphytocare.com/ and on the website of NSDL https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

Registered Office: By Order of the BoardPiramal Tower, Ganpatrao Kadam Marg,Lower Parel,Mumbai - 400 013. Maneesh SharmaDated: May 7, 2019 Company Secretary

Membership No.: A29994

-

Notice


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-

CIN: L73100MH2001PLC132523Registered Office: Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013.

Tel No.: (91 22) 38023083 • Fax No.: (91 22) 38023084 Website: www.piramalphytocare.com • Email Id: [email protected]

Share Transfer Agent: Link Intime India Private Limited, C101, 247 Park, LBS Marg, Vikhroli West, Mumbai - 400 083.

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s): ........................................................................................................................................................................................................

Registered address: ................................................................................................................................................................................................................

E-mail Id: ................................................................................................................................................................................................................................

Folio No./ Client ID:.................................................................................................................................................................................................................

DP ID: ......................................................................................................................................................................................................................................

I/We, being the member(s) holding .................................................................................................. 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 18th Annual General Meeting of the Company, to be held at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K Dubash Marg, Kala Ghoda, Fort, Mumbai- 400001 at 11.00 a.m. on Monday, August 5, 2019 and at any adjournment thereof in respect of such resolutions as are indicated below:

** I/We wish my above proxy/(ies) to vote in the manner as indicated in the box below:

Sr. No.

Resolutions For* Against* Abstain*

1. Adoption of Audited Financial Statement and the Reports of the Directors and Auditors thereon for the financial year ended March 31, 2019

2. Re-appointment of Ms. Rashida Najmi, Director who retires by rotation and being eligible, seeks re-appointment

Signed this......................................day of.................................. 2019.

Affix revenue stamp

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder Signature of shareholder

* This is only optional. Please put a ‘√’ in the appropriate column against the resolutions indicated in the Box. Alternatively, you may mention the number of shares in the appropriate column in respect of which you would like your proxy to vote. If you leave all the columns blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

Note:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the com-

mencement of the Meeting.2. A proxy need not be a member of the Company.3. In case the appointer is a body corporate, the proxy form should be signed under its seal or be signed by an officer or an attorney duly authorized by it and an authenti-

cated copy of such authorisation should be attached to the proxy form.4. A person can act as proxy on behalf of such number of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of

the Company. Further, a Member holding more than ten percent, of the total share capital of the Company, may appoint a single person as proxy and such person shall not act as proxy for any other person or Member.

5. Appointing a proxy does not prevent a Member from attending the meeting in person if he so wishes.6. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.7. Please affix Revenue Stamp before putting Signature.8. All alterations made in the proxy form should be fully signed.9. In case of multiple proxies, the proxy later in time shall be accepted.

tU Piramal "V Phytocare


□

INFORMATION FOR SHAREHOLDERS

Registered Office Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013 Tel.: (91 22) 3802 3083 Fax: (91 22) 3802 3084 Email ID: [email protected]

CIN L73100MH2001PLC132523

Listing of Equity Shares BSE Limited on Stock Exchanges (Code - 532979)

National Stock Exchange of India Limited (Symbol - PIRPHYTO)

Share Transfer Agent Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400 083 Tel.: (91 22) 4918 6000/ 4918 6270 Fax: (91 22) 4918 6060 Email ID: [email protected]

INVESTORS CORRESPONDENCE

Maneesh SharmaCompany Secretary

Piramal Phytocare Limited Piramal Ananta, Agastya Corporate Park,Opp. Fire Brigade, Kamani Junction,LBS Marg, Kurla (West), Mumbai - 400070Tel. : (91 22) 3802 3083Fax : (91 22) 3802 3084Email: [email protected]

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CIN: L73100MH2001PLC132523Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013, India

Tel: +91 22 3802 3083 | Fax: +91 22 3802 3084 | Email: complianceof [email protected]

CIN: L73100MH2001PLC132523Registered Office: Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013.

Tel No.: (91 22) 38023083 • Fax No.: (91 22) 38023084 Website: www.piramalphytocare.com • Email Id: [email protected]

Share Transfer Agent: Link Intime India Private Limited, C101, 247 Park, LBS Marg, Vikhroli West, Mumbai - 400 083.

ATTENDANCE SLIP

I/We hereby record my/our presence at the 18th Annual General Meeting of the Company held at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K Dubash Marg, Kala Ghoda, Fort, Mumbai, Maharashtra 400001 at 11.00 a.m. on Monday, August 5, 2019.

DP ID* Folio No.

Client ID* No. of Shares

Name and Address of the Shareholder(s)

If Shareholder(s), please sign here If Proxy, please mention name and sign here

Name of Proxy Signature

* Applicable for shareholders holding shares in electronic form.

Note:Shareholder/Proxy holder, as the case may be, is requested to produce the attendance slip duly signed at the entrance of the Meeting venue.

ELECTRONIC VOTING PARTICULARS

EVEN (E-voting Event Number) USER ID PASSWORD/PIN

110991

If you are already registered with NSDL for e-voting, then use your existing User ID and Password for casting your vote.

t~ Piramal ~ Phytocare

Pi ra ma I Phytoca re Limited

piramal - bombay stock exchange€¦ · piramal phytocare limited (ppl) is engaged in globally...

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