title phaarmasia 37th c - bombay stock exchange · 1. corporate information 1 2. notice of thirty...

37th

2017-2018

1. Corporate Information 1

2. Notice of Thirty Seventh Annual General Meeting 2

3. Directors’ Report 13

4. Management Discussion and Analysis Report 28

5. Auditors Report on the Financial Statements 32

6. Balance Sheet 39

7. Statement of Profit & Loss A/c 40

8. Cash Flow Statement 42

9. Notes Forming Part of Financial Statements 54

10. Proxy Form 76

11. Attendance Slip 78

12. SEBI Circular dated 20.04.2018 – Form for 80 Updation of Bank Mandate and PAN

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CORPORATE INFORMATION

BOARD OF DIRECTORSMR. MANEESH R. SAPTE Managing DirectorMR. Y. N. BHASKARA RAO Whole-Time DirectorMR. VINAY RAMAKANT SAPTE Non-Executive DirectorMRS. RASHMI VINAY SAPTE Non-Executive DirectorMR. PRAVIN HEGDE Independent DirectorMR. BHARAT B. MERCHANT Independent Director(*Resigned w.e.f 30thMay, 2018)

Chief Financial OfficerMr. N.E.V Prasad Rao

Company SecretaryMr. Abhishek Wakchaure

Statutory Auditor: Secretarial Auditor: Internal Auditors:M/s Sathuluri & Co. Shri N. V. S. S. M/s. ThirupathiChartered Accountants Suryanarayana Rao & AssociatesH.No. 3-4-529/6, Company Secretaries Chartered AccountantsGopamma Nilayam, 202B, 303, Said BrundavanChitrapuri Colony, Samathapuri Colony, Apts, Panjagutta,Narayanguda, New Nagole, Behind Sai Baba Temple,Hyderabad–500027 Hyderabad-500 035. Hyderabad.

BankersHDFC BankAxis Bank

Registrar and Share Transfer AgentM/s. Venture Capital and Corporate Investments Private LimitedH.No. 12-10-167, Bharatnagar, Hyderabad – 500 018Tel No.: 040-23818476 / 23818475; Fax No.: 040-23868024Email: [email protected]

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NOTICE

Notice is hereby given that the 37th Annual General Meeting of the Members ofPHAARMASIA LIMITED will be held on Saturday, the 22nd September, 2018 at03.00 P.M at the Registered Office of the Company situated at Plot No.16, Phase III,I.D.A, Jeedimetla, Hyderabad - 500 055, Telangana to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Companyfor the financial year ended 31st March, 2018, the Reports of the Board ofDirectors and Auditors thereon.

2. To appoint a Director in place of Mrs. Rashmi Sapte (DIN: 00334247), whoretires by rotation at this Annual General Meeting, and being eligible, offersherself for re-appointment.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with or without modification(s), the followingresolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 196 and 197 readwith Schedule V and all other applicable provisions, if any, of the CompaniesAct, 2013 (including any statutory modifications or re- enactments thereof, forthe time being in force) and the Articles of Association of the Company, consentof the Members be and is hereby accorded for the appointment of Mr. ManeeshR. Sapte (DIN: 00020450) as the Managing Director of the Company for aperiod of 5 (Five) years with effect from 1 March, 2018 up to 28 February, 2023with liberty to the Board of Directors to alter and vary the terms and conditionsof the said appointment and/or remuneration, as may be agreed between theBoard and Mr. Maneesh R. Sapte and the Company also ratifies all actionsdone by Mr. Maneesh R. Sapte as Managing Director from 1st March, 2018 to28 February, 2023.”

“RESOLVED FURTHER THAT the Directors of the Company be and are herebyseverally authorized to file necessary forms with the Ministry of Corporate Affairsand to do all such acts, deeds and things as may be deemed and expedientand necessary to give effect to this resolution”

4. To consider and if thought fit, to pass with or without modification(s), the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 197 and Schedule-Vand other applicable provisions if any, of the Companies Act, 2013 (includingany statutory modification or re-enactment thereof for the time being in force)and pursuant to recommendations of the Nomination and Remuneration

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Committee, consent of the Company be and is hereby accorded for increase inthe remuneration of Mr. Yallapragada Naga Bhaskara Rao, Whole Time Directorto Rs. 1,66,741 (One Lakh Sixty Six Thousand Seven Hundred and Forty OneOnly) per month as detailed below, with effect from 1 April, 2017 on the followingterms and conditions:

• Perquisites not included in managerial remuneration: Mr. Yallapragada NagaBhaskara Rao shall be entitled to following perquisites and the same shall notbe included in the remuneration payable.

o Provident Fund Contribution by Company

o Gratuity (4.81% of Basic)

• Other Terms & Conditions:

Leave: Number of leave days shall be allowed in accordance with the Rulesand Regulations of the Company.

Sitting fees: Being the Whole Time Director of the Company of the Company,No sitting fees shall be paid to you for attending the Board/Committee meetingof the Company.

“RESOLVED FURTHER THAT any one of the Directors be and is herebyauthorized to execute and sign relevant documents and to do all such otheracts, deeds and things to give effect to the aforementioned resolution.”

By the order of the BoardFor Phaarmasia Limited

Sd/-

Y. N. Bhaskara RaoWhole Time DirectorDIN: 00019052

Regd. Off. :16, Phase III, IDA, Jeedimetla,Hyderabad, Telangana-500055.

Place: Hyderabad

Date: 18th July, 2018

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Notes:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013relating to Special Business to be transacted at the Annual General Meeting isannexed herewith.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERALMEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOTBE A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVESHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THECOMPANY, DULY COMPLETE AND SIGNED, NOT LESS THAN 48 HOURSBEFORE THE SCHEDULED TIME OF THE MEETING. A BLANK PROXYFORM IS ENCLOSED. A PERSON CAN ACT AS PROXY ON BEHALF OFMEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THEAGGREGATE NOT MORE THAN TEN (10) % OF THE TOTAL SHARECAPITAL OF THE COMPANY.

3. Members/Proxies are requested to bring their duly filled Attendance Slip alongwith the copy of the Annual Report to the Meeting.

4. Corporate Members intending to send their authorized representatives to attendthe Meeting are requested to send a certified true copy of the Board Resolutionauthorizing their representative to attend and vote on their behalf at the Meeting.

5. In case of joint holders attending the Meeting, only such joint holder who ishigher in the order of names will be entitled to vote.

6. Brief resume of the Directors for those proposed to be appointed/re-appointed,nature of their expertise in specific functional areas, names of companies inwhich they hold Directorships and Memberships / Chairmanships of the BoardCommittees, shareholding and relationships between Directors inter-se isannexed hereto and forms part of this Notice.

7. Members holding shares in multiple folios in identical names or joint accountsin the same order of names are requested to consolidate their shareholdingsinto one folio.

8. Members are requested to send their queries at least 10 days before the dateof meeting so that information can be made available at the meeting.

9. In respect of shares held in physical mode, all shareholders are requested tointimate changes, if any, in their registered address immediately to the registrarand share transfer agent of the company and correspond with them directlyregarding share transfer/transmission /transposition, Demat/Remat, change ofaddress, issue of duplicate shares certificates, ECS and nomination facility.

10. The Securities and Exchange Board of India has mandated submission ofPermanent Account Number (PAN) by every participant in securities market.Members holding shares in Demat form are, therefore, requested to submitPAN details to the Depository Participants with whom they have Demat accounts.Members holding shares in physical form can submit their PAN details to the

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Company/ Registrar and Share Transfer Agents M/s. Venture Capital andCorporate Investments Private Limited.

11. In terms of Section 72 of the Companies Act, 2013, a member of the companymay nominate a person on whom the shares held by him/her shall vest in theevent of his/her death. Members desirous of availing this facility may submitnomination in prescribed Form-SH-13 to the company/RTA in case shares areheld in physical form, and to their respective depository participant, if held inelectronic form.

12. Pursuant to Section 101 and 136 of the Companies Act, 2013 read with relevantrules made there under, Companies can serve Annual Reports and othercommunications through electronic mode to those members who haveregistered their e-mail addresses either with the Company or with the Depository.Members who have not registered their e-mail addresses with the Companycan now register the same by submitting a request letter in this respect to theCompany/Registrar & Share Transfer Agents, M/s Venture Capital andCorporate Investments Private Limited. Members holding shares in Dematform are requested to register their e-mail address with their DepositoryParticipant(s) only.

13. The Annual Report is being sent in electronic mode to members whose e-mailIDs are registered with the Company or the Depository Participant(s) unlessthe members have registered a request for a hard copy of the same. Physicalcopy of the Annual Report is being sent to those members who have notregistered their e-mail IDs with the Company or Depository Participant(s).

14. The Annual Report is being sent in electronic mode to members whose e-mailIDs are registered with the Company or the Depository Participant(s) unlessthe members have registered a request for a hard copy of the same. Physicalcopy of the Annual Report is being sent to those members who have notregistered their e-mail IDs with the Company or Depository Participant(s).

15. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 datedApril 21 and April 29, 2011 respectively), has undertaken a ‘Green Initiative inCorporate Governance’ and allowed companies to share documents with itsshareholders through an electronic mode. Members are requested to supportthis green initiative by registering/uploading their email addresses, in respectof shares held in dematerialized form with their respective Depository Participantand in respect of shares held in physical form with the Company’s Registrarand Share Transfer Agents.

16. The Annual Report for the year ending 31st March, 2018 and Notice of theAGM inter-alia indicating the manner and process of e-voting along with theAttendance Slip and Proxy Form are being sent by electronic mode to thoseMembers whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of thesame. For Members who have not registered their e-mail addresses, physicalcopies are being sent by the permitted mode.

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17. Members may also note that the Notice of the 37th AGM and the Annual Reportfor 2018 will also be available on the Company’s website www.phaarmasia.comfor download. The physical copies of the aforesaid documents will also beavailable at the Company’s Registered Office in Hyderabad for inspection duringthe normal business hours on working days.

18. Any director himself or any member intending to propose any person as adirector other than a retiring director, has to give a notice as to his intention topropose him/her as a candidate for that office not less 14 (fourteen) days beforethe meeting along with deposit of Rs.1,00,000 (Rupees One Lakh).

19. Voting through electronic means:

I. In compliance with provisions of Section 108 of the Companies Act 2013read with Rule 20 of the Companies (Management and Administration)Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015,, the Company is pleasedto provide facility to the members to exercise their right to vote at the 36thAnnual General Meeting (AGM) by electronic means and the businessmay be transacted through Remote E-Voting platform provided by CDSL.

20. The Company is also providing the facility for voting by way of physical ballot atthe Annual General Meeting. Ms. Suman Bijarnia, Practicing Company Secretaryhas been appointed as the Scrutinizer to scrutinize the remote e-voting processas well as the Ballot process at the Annual General Meeting in a fair andtransparent manner.

21. The facility for voting through ballot paper shall be made available at AGM andmembers attending the meeting and who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through the ballotpaper.

22. Members who have cast their vote by remote e-voting prior to the AGM mayalso attend the AGM but shall not be entitled to cast their vote again.

23. The instructions for shareholders voting electronically are as under:

(i) The voting period begins on September 19th, 2018 at 09.00 hours ISTand ends on September 21st, 2018 at 17.00 hours (IST). During thisperiod shareholders’ of the Company, holding shares either in physicalform or in dematerialized form, as on the cut-off date of September 15th,2018 may cast their vote electronically. The e-voting module shall bedisabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting websitewww.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

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c. Members holding shares in Physical Form should enter FolioNumber registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company,then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income TaxDepartment (Applicable for both demat shareholders as well asphysical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first twoletters of their name and the 8 digits of the sequence numberin the PAN field.

• In case the sequence number is less than 8 digits enter theapplicable number of 0’s before the number after the firsttwo characters of the name in CAPITAL letters. Eg. If yourname is Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyyformat) as recorded in your demat account or in the companyrecords in order to login.

• If both the details are not recorded with the depository orcompany please enter the member id / folio number in theDividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Companyselection screen. However, members holding shares in demat form will nowreach ‘Password Creation’ menu wherein they are required to mandatorily entertheir login password in the new password field. Kindly note that this passwordis to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your passwordconfidential.

(x) For Members holding shares in physical form, the details can be used only fore-voting on the resolutions contained in this Notice.

(xi) Click on EVSN of ‘Phaarmasia Limited’.

DividendBank DetailsOrDate ofBirth (DOB)

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(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and againstthe same the option “YES/NO” for voting. Select the option YES or NO asdesired. The option YES implies that you assent to the Resolution and optionNO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolutiondetails.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”.A confirmation box will be displayed. If you wish to confirm your vote, click on“OK”, else to change your vote, click on “CANCEL” and accordingly modifyyour vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed tomodify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print”option on the Voting page.

(xvii) If a demat account holder has forgotten the login password then Enter the UserID and the image verification code and click on Forgot Password & enter thedetails as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Votingavailable for android based mobiles. The m-Voting app can be downloadedfrom Google Play Store. Please follow the instructions as prompted bythe mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.)and Custodian are required to log on to www.evotingindia.com and registerthemselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign ofthe entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be createdusing the admin login and password. The Compliance User would beable to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts theywould be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA)which they have issued in favour of the Custodian, if any, should be

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uploaded in PDF format in the system for the scrutinizer to verify thesame.

(xx) In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.com, under help section or write an email [email protected]

24. The Register of Directors’ and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act, 2013, the Register ofContracts or arrangements in which the directors are interested under Section189 of the Companies Act, 2013, will be available for inspection at the AGM.

25. In terms of Section 72 of the Companies Act, 2013, a member of the companymay nominate a person on whom the shares held by him/her shall vest in theevent of his/her death. Members desirous of availing this facility may submitnomination in prescribed Form-SH-13 to the company/RTA in case shares areheld in physical form, and to their respective depository participant, if held inelectronic form.


Sd/-

Y. N. Bhaskara RaoWhole Time DirectorDIN: 00019052

Place: Hyderabad

Date: 18th July, 2018

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ANNEXURE FORMING PART OF THE NOTICE

Explanatory Statement Pursuant to Provisions of Section 102(1) of the CompaniesAct, 2013.

Item No.3

The members had designated Mr. Maneesh R. Sapte as the Managing Director ofthe Company in the Annual General Meeting of the Company held on 26thSeptember, 2015 for a period of 3 years. The said term is expired and the sameneeds to be renewed. The Board recommends to the members, the appointment ofMr. Maneesh R. Sapte, w.e.f 1st March, 2018 as the Managing Director of theCompany for a further period of 5 years.

The Board recommends the resolution at item no. 3 for approval by the membersas a Special Resolution.

Except Mr. Maneesh R. Sapte, Mr. Vinay R. Sapte and Mrs. Rashmi V. Sapte, noother Director is interested in the aforesaid resolution.

Item No. 4

The Board of Directors at their meeting held on 13th February, 2018, approved forincrease in remuneration to Rs. 1,66,741 (One Lakh Sixty Six Thousand SevenHundred and Forty One Only) per month inclusive of all allowances and perquisitesas mentioned in resolution to Mr. Yallapragada Naga Bhaskara Rao, Whole-TimeDirector of the Company, subject to the approval of the shareholders in the GeneralMeeting.

Mr. Y. N. Bhaskara Rao is associated as the Director of the Company since theyear 2004. He is having huge experience in manufacturing of pharmaceuticalproducts and plays an important role in handling the crucial departments of theCompany related to Production Planning, Purchases, Sales, and Maintenance ofPlants etc. Looking at his contribution to the Company, the above increase inremuneration is sought from the shareholders.

None of the Directors or their relatives except Mr. Y.N. Bhaskara Rao himself isconcerned or interested in the resolution. None of the other Key ManagerialPersonnel or their relatives are concerned or interested in the resolution.

The Board recommends the resolution at item no. 4 for approval by the membersas a Special Resolution.


Sd/-

Y. N. Bhaskara RaoPlace: Hyderabad Whole Time DirectorDate: 18th July, 2018 DIN: 00019052

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DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT ATTHE ANNUAL GENERAL MEETING

(Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015)

Particulars Mrs. Rashmi V. SapteDirector Identification Number 00334247Date of Birth 09/02/1962Nationality IndianQualifications B.A with major History/ Politics.

Post Graduation Certificationin Office Automation.

Shareholding in the Company NilExpertise in specific functional areas Experience in pharmaceutical sector.Chairmanships/ Directorships of As per Note 1 belowother Companies (excluding ForeignCompanies and Section 8 Companies)Chairmanships/ Memberships of Committees of As per Note 2 belowother Public Companies (includes onlyAudit Committee; and Shareholders/Investors Grievance Committee)

Particulars Mr. Maneesh R. SapteDirector Identification Number 00020450Date of Birth 28/06/1971Nationality IndianQualifications B.Sc ChemistryShareholding in the Company NilExpertise in specific functional areas Experience in pharmaceutical sector.Chairmanships/ Directorships of other As per Note 3 belowCompanies (excluding Foreign Companiesand Section 8 Companies)Chairmanships/ Memberships of NILCommittees of o ther Public Companies(includes only Audit Committee; andShareholders/ InvestorsGrievance Committee)

Note. 1

Sr. No. Name of Company Designation

1 Maneesh Pharmaceuticals Limited Director

2 Svizera Healthcare Private Limited Director

3 Svizera Labs Private Limited Director

4 Cardex Lifecare LLP DesignatedPartner

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FORM FOR REGISTRATION OF EMAIL ADDRESS FOR RECEIVINGDOCUMENTS/NOTICES BY ELECTRONIC MODE

To

M/s Venture Capital and Corporate Investments Private LimitedH.No.12-10-167, Bharat NagarHyderabad – 500 018

Company/Unit: PHAARMASIA LIMITED

I agree to receive all documents / notices including the Annual Report fromthe Company in electronic mode. Please register my email address givenbelow in your records for sending communication through email.

Name of Sole / First Holder : ____________________________

DP ID / Client ID / Regd. Folio No. : ____________________________

PAN No. : ____________________________

E-mail Address : ____________________________

Date :

Place : (Signature of Member)

Note. 2



Note. 3


1 Phaarmasia Limited Director


3 Svizera Labs Private Limited Director

4 Pure Health Products Pvt. Ltd. Director

5 Shanbag Storage and Services Pvt. Ltd. Director

6 Svizera Pharma Pvt. Ltd. Director

7 Bombay Biosyntex Chemicals Pvt. Ltd. Director

8 Servac Pharma (I) Pvt. Ltd. Director

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BOARD’S REPORT

To

The Members Phaarmasia Limited

Your Directors have pleasure in presenting the 37th Annual Report together with andthe Audited Statement of Accounts for the year ended 31st March, 2018.

Financial summary or highlights/Performance of the Company

The performance during the period ended 31st March, 2018 has been as under:

(Rs. In Lakhs)

Particulars 31st March, 31st March,2018 2017

Sales & Other Income 2193.65 2064.22

Operating profit beforeFinancial Charges & Depreciation 118.73 71.51

Financial Charges 4.22 0.85

Profit before Depreciation 114.51 70.66

Depreciation 46.57 44.03

Profit / (Loss) before taxes 67.94 26.63

Prior Period Expenses 0.00 0.00

Provision for Taxation of Current Year 17.11 14.45

Deferred Tax for the Current Year (6.45) (4.07)

Net profit after taxes 57.28 16.24

Other comprehensive income (20.80) 0.43

Dividend (including tax on Dividend) 0.00 0.00

Balance of profit brought forward 36.48 15.81

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIRS:

During the year under review, the gross revenue of the Company was Rs. 2193.65Lakhs compared to Rs. 2064.22 Lakhs in the previous year. Profit after tax for theyear increased to Rs. 36.48 Lakhs as compared to Rs. 15.81 Lakhs in the previousyear.

SEBI GUIDELINES FOR STRENGTHENING AND RAISING INDUSTRY STANDARDS

SEBI Circular No. SEBIHO / MIRSDIDOP1/CIR/P/2018/73 dated 20.04.2018 withregards to Strengthening the Guidelines and Raising Industry standards for RTA,

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Issuer Companies and Banker to an Issue to issue the Intimation letter to theShareholders of the Company calling for their bank mandate by way of cancelledcheque along with PAN and other details. Your Company has requested the SEBIfor partial exemption in this regards and necessary intimation for shareholder inenclosed herewith.

AMENDMENT TO REGULATION 40 OF SECURITIES and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015with respect to mandatory dematerialization for transfer of securities

The amendment to Regulation 40 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 vide Gazettenotification dated June 8, 2018 has mandated that transfer of securities would becarried out in dematerialized form only. Accordingly, with effect fromDecember 5, 2018, The holders of the Physical certificate shall take note that shareswhich are lodged for transfer shall be in dematerialized form only. More details aremade available on the website of the Company.

FUTURE OUTLOOK:

Continuing positively from the FY 2017-18, The Company is looking forward inexpansion of its products segments and widening of its domestic market segmentsin the narrow future, we expect a healthy growth in the upcoming financial years.

SHARE CAPITAL:

The authorised capital of the company stand unchanged from previous year at Rs.10,00,00,000/- (Rupees Ten Crores), the Issued, Subscribed and Paid up Capitalof the Company as on March 31, 2018 is Rs. 6,82,69,600/- (Rupees Six CroresEighty Two Lakhs Sixty Nine Thousand and Six Hundred) divided into 68,26,960equity shares of Rs.10/- (Rupees Ten) each.

DIVIDEND:

The company has not declared the dividend during the financial year under review.

TRANSFERS TO RESERVES:

There were no transfers to Reserves during the financial year 2017-18

Listing

The Company confirms that it has paid the Annual Listing Fees for the year2017-2018 to BSE where the Company’s Shares are listed.

MEETING OF THE BOARD:

The Board of Directors duly met 5 (Five) times on 30-05-2017, 22-08-2017,13-09-2017, 12-12-2017, and 13-02-2018 in respect of which meetings, propernotices were given and the proceedings were properly recorded and signed in theMinutes Book maintained for the purpose.

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The intervening gap between the Meetings was not more than 120 days as prescribedunder the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL.

Reappointment:

Mrs. Rashmi V Sapte, Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible, offer herself for reappointment.

Mr. Maneesh R. Sapte as the Managing Director of the Company in the AnnualGeneral Meeting of the Company held on 26th September, 2015 for a period of 3years. The said duration is expired and the same needs to be renewed. The Boardin its meeting recommends to the members, the appointment of Mr. Maneesh R.Sapte, as the Managing Director of the Company for a further period of 5 years.

Resignation:

During the year Mr. Bharat Merchant, Independent Director of Company tenderedhis resignation 09th March, 2018, which was adopted by the Board of Director ofthe Company in its meeting dated 30th May, 2018 with effect thereof.

Management of the Company is in the Process of identifying a suitable candidatefor the office of Independent Director.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION134(5) OF THE COMPANIES ACT, 2013:

In compliance of section 134 (5) of the Companies Act, 2013, your directors confirm:

a) That in the preparation of the annual accounts, the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Companyat the end of the financial year and of the profit or loss of the company for theyear under review;

c) that the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed bythe company and that such internal financial control to be followed by thecompany are adequate and were operating effectively.

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f) that the Directors has devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate andoperating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Directorof the Company under Section 149(7) of the Companies Act, 2013 that theIndependent Directors of the Company meet the criteria of their independence aslaid down in Section 149(6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respectof employees of the Company is as under. Further, there were no employees whowere drawing salary of more than INR 8.5 Lakhs per month or INR 102 Lakhs perannum.

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

Executive Directors Ratio to Median remuneration

Yallapragada Naga Bhaskara Rao 7.84:1

Maneesh Ramakant Sapte Nil

b. The percentage increase in remuneration of each directors, Chief ExecutiveOfficer, Chief Financial Officer, Company Secretary in the financial year:

Directors, CEO, CFO and % increase in RemunerationCompany Secretary in the Financial Year.

Maneesh Ramakant Sapte Nil

Y.N. Bhaskara Rao 10.00%

Vinay Ramakant Sapte Nil

Bharat Merchant Bachubai Nil

Bhupinder Narendra Garg Nil

Rashmi Vinay Sapte Nil

Pravin Hegde Nil

N.E.V. Prasad Rao 10%

Abhishek Wakchaure Nil

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c. The percentage increase in the median remuneration of employees in thefinancial year: 10 %

d. The number of permanent employees on the rolls of Company: 28 Employees

e. Variations in the market capitalization of the Company, price earnings ratio asat the closing date of the current financial year and previous financial yearand percentage increase over decrease in the market quotations of the sharesof the Company in comparison to the rate at which the Company came outwith the last public offer in case of listed companies, and in case of unlistedcompanies, the variations in the net worth of the Company as at the close ofthe current financial year and previous financial year.

Sr. Particular As at As atNo. March 31, 2018 March 31, 2017

1. Market Capitalization 25,08,90,780 11,91,30,452

2. Price Earnings Ratio 43.75 : 1 102.65:1

f. Average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstancesfor increase in the managerial remuneration:

Average percentile increase in the salaries of the employees other than themanagerial personnel in the last financial year is 10% Average percentileincrease in the Managerial remuneration in the last financial year is 10.00 %

g. Comparison of each remuneration of the key managerial personnel againstthe performance of the Company:

Particular Maneesh R. Sapte Y.N. Bhaskara RaoManaging Director Whole-Time Director

Remuneration in FY 2017-18 20,00,892

Revenue 21,40,73,949/-

Remuneration as No Remuneration paid 0.93%% of revenues

Profit before Tax (PBT) 67,93,534/-

Remuneration (as % of PBT) 29.45%

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POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company has framed policy on Directors’ appointment and remuneration andother matters provided in section 178(3) of the Act and is referred to while takingdecisions under its purview.

BOARD EVALUATION

Annual evaluation has been carried out by the Board of Directors of its ownperformance, board committees and individual directors pursuant to the provisionsof the applicable Act, rules and guidelines.

The performance of the Board was evaluated by the Board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed, meaningful and constructivecontribution and inputs in meetings, etc. In addition, the chairman was also evaluatedon the key aspects of his role.

In a separate meeting of independent directors, performance of non-independentdirectors, performance of the Board as a whole and performance of the chairmanwas evaluated, taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meetingof the independent directors, at which the performance of the Board, its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board, excluding the independent director beingevaluated.

The overall performance of the Chairman, Executive Directors and Non-ExecutiveDirectors of the company is satisfactory. The review of performance was based onthe criteria of performance, knowledge, analysis, quality of decision making etc.

COMMITTEES OF BOARD

Pursuant to provision of the Companies Act, 2013, the Board of the Company hasduly constituted the Audit Committee, Nomination and Remuneration Committeesand other applicable committees of Board. The Policies, Constitution and Code ofConduct of Committees of Board are placed on the Company’s website atwww.phaarmasia.in .

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MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THEFINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the End of the Financial Year and thedate of the report.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) ofCompanies (Management and Administration) Rules, 2014, an extract of annualreturn in Form MGT-9 is placed on the website of the Company.

REPLIES TO AUDITORS REPORT:

With reference to observations made in Auditor’s Report, the notes of account areself-explanatory and therefore do not calls for any further comments under section134(5) of Companies Act, 2013.

STATUTORY AUDITORS

Sathuluri & Co, Chartered Accountants, were appointed as Statutory Auditors for 5years at the 36th AGM held on 22nd September, 2017. They have confirmed thatthey are not disqualified to acts as Statutory Auditors of the Company.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, Mr. N.V.S.S.Suryanarayana, Practicing Company Secretary has been appointed as SecretarialAuditor of the Company for the financial year under review.

Secretarial Audit Report as provided by Shri N. V. S. S. Suryanarayana Rao,Practicing Company Secretary is enclosed as Annexure I to this report. TheSecretarial auditor has highlighted few points in the secretarial audit report. TheBoard wants to place before the members its comments on the observations of theSecretarial auditor which are as below:

a) The delay mentioned in the secretarial audit report with respect to TDS wasmade inadvertently. These were later deposited and filed with interest andpenalties. The Company is taking appropriate steps to avoid these in future.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 does not apply to theCompany and hence, no Cost Auditors are appointed.

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REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the Secretarial auditorhas reported to the audit committee, under Section 143 (12) of the Companies Act,2013, any instance of fraud committed against the Company by its officers oremployees, the details of which would need to be mentioned in the Board’s report.

INTERNAL AUDIT & CONTROLS

The Company has adequate Internal Financial Controls consistent with the natureof business and size of the operations, to effectively provide for safety of its assets,reliability of financial transactions with adequate checks and balances, adherenceto applicable statues, accounting policies, approval procedures and to ensureoptimum use of available resources. These systems are reviewed and improved ona regular basis. It has a comprehensive budgetary control system to monitor revenueand expenditure against approved budget on an ongoing basis.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,a Vigil Mechanism for Directors and employees to report genuine concerns hasbeen established.

RISK MANAGEMENT POLICY

The Risk Management Policy is in place in the Company enables the Company toproactively take care of the internal and external risks of the Company and ensuressmooth business operations.

The Company's risk management policy ensures that all its material risk exposuresare properly covered, all compliance risks are covered and the Company's businessgrowth and financial stability are assured. Board of Directors decide the policiesand ensure their implementation to ensure protection of Company from any type ofrisks.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No other significant and material order has been passed by the regulators, courts,tribunals impacting the going concern status and Company's operations in future.

DEPOSITS

The Company has not accepted any deposit from the public under Chapter V of theAct or under the corresponding provisions of Section 73 and 74 of the Companies

21

Act, 12013, and no amount of principal or interest was outstanding as on the BalanceSheet date.

SUBSIDIARY & ASSOCIATES/JOINT VENTURES

Company does not have any subsidiary/ associate company and joint ventures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186:

The Company has not given/done any Loans, Guarantees and investments coveredunder the provisions of section 186 of the Companies Act, 2013 during the reportingperiod.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES:

The details regarding transaction with related parties covered under section 188 ofthe Companies Act, 2013 are given in ‘Annexure II’ and forms part of this report.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC: -

(A) Conservation Of Energy

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the company for utilizing alternate sources of energy:Nil

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology absorption

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost reduction, productdevelopment or import substitution;

(iii) In case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year)

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed, areas where absorption has not taken place,and the reasons thereof;

No technology is imported during financial year 2017-18

(iv) The expenditure incurred on Research and Development: Nil

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(C) Foreign exchange earnings and Outgo

Foreign Exchange Inflows: --------- NIL

Foreign Exchange Outflows: --------- 12.26 Lacs

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent with the natureof business and size of the operations, to effectively provide for safety of its assets,reliability of financial transactions with adequate checks and balances, adherenceto applicable statues, accounting policies, approval procedures and to ensureoptimum use of available resources. These systems are reviewed and improved ona regular basis. It has a comprehensive budgetary control system to monitor revenueand expenditure against approved budget on an ongoing basis.

INSURANCE:

The Properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE:

As per regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Compliance of Corporate Governance norms are notapplicable to your Company, hence the disclosures under the Corporate Governancerequirement have not been mentioned in the Annual Report. Though the provisionsof Corporate Governance are not applicable to the Company, the operations andtransactions of the Company are done in a transparent manner.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Regulation 34 readswith Schedule V of Securities and Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulations, 2015, forms part of this report and the sameis annexed.

Corporate Social Responsibility

The provisions w.r.t. CSR are not applicable to the Company therefore, the Companyhad not constituted CSR committee during the year 2017-18.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND

Your Company did not have any funds lying unpaid or unclaimed for a period ofseven years. Therefore there were no funds which were required to be transferredto Investor Education and Protection Fund (IEPF).

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For and on behalf of the Board of DirectorsFor Phaarmasia Limited

Sd/- Sd/-

Maneesh R. Sapte Y. N. Bhaskara RaoManaging Director Whole-time DirectorDIN: 00020450 DIN: 00019052

Place: HyderabadDate: 18th July, 2018

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has beenset up to redress complaints received regarding sexual harassment. All employees(permanent, contractual, temporary, trainees) are covered under this policy. Nocomplaints were received during the year.

ISO 9001- 2008 CERTIFICATION:

Your Company continues to hold ISO 9001 - 2008 Certification by meeting all therequirements of certification from time to time.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contributionby the workmen and staff at all levels in the improved performance of the Company.

None of the employees are drawing Rs. 8,50,000/- and above per month orRs. 1,02,00,000/- and above in aggregate per annum as remuneration, the limitsprescribed under provisions of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution madeby the employees at all levels, to the continued growth and prosperity of yourCompany.

Your Directors also wish to place on record their appreciation of businessconstituents, banks and other financial institutions and shareholders of the Companyfor their continued support and patronage.

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Annexure-I

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

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

To

The Members,M/s PHAARMASIA LIMITED16, Phase-III, IDA, Jeedimetla,Hyderabad-500055.Telangana

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by PHAARMASIALIMITED, (hereinafter called the “Company”). Secretarial Audit was conducted ina 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, formsand returns filed and other records maintained by the Company and also theinformation provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of Secretarial Audit, I hereby report that in myopinion, the Company has during the audit period covering the financial year endedon March 31, 2018, (“Audit Period”) complied with the statutory provisions listedhereunder 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 madehereinafter:

I have examined the books, papers, minute books, forms and returns filed andother records maintained by the Company for the financial year ended on March31, 2018 according to the provisions of:

1. The Companies Act, 2013 (the “Act”) and the rules made there under andother applicable provisions of the Companies Act, 1956 which are still in force;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules madethere under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed underthat Act;

4. Foreign Exchange Management Act, 1999 and the rules and regulations madethere under to the extent of Foreign Direct Investment, Overseas DirectInvestment and External Commercial Borrowings; (Not Applicable to theCompany during the Audit Report)

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

6. Other laws applicable to the Company as per the representations made by theManagement.

I have also examined compliance with the applicable clauses of the following:

Secretarial Standard-1 and Secretarial Standard-2, with respect to Board andGeneral Meetings respectively, issued by The Institute of Company Secretaries ofIndia,

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

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors, Non-Executive Directors and Independent Directors.

The change in composition of the Board of Directors that took place during theperiod under review was carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, Agendaand detailed notes on agenda were sent at least seven days in advance, and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

Majority decisions are carried out unanimously and are captured and recorded aspart of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:

(i) There were delay in filing Tax Deduction at source (TDS) returns, which waslater deposited and filed with interest and penalties.

NVSS SURYANARAYANA RAOPracticing Company SecretaryFCS No.: 5868Certificate of Practice No.: 2886

Hyderabad, 06th July, 2018

Note: This report is to be read with our letter of even date which is annexed as‘Annexure A’ and forms an integral part of this report.

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Annexure - A

ToThe Members,M/s PHAARMASIA LIMITED16, Phase-III, IDA, Jeedimetla,Hyderabad-500055. Telangana

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

a. Maintenance of secretarial records is the responsibility of the management ofthe Company. My responsibility is to express an opinion on these secretarialrecords based on my audit.

b. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of Secretarialrecords. The verification was done on test basis to ensure that correct facts arereflected in secretarial records. I believe that the processes and practices Ifollowed provide a reasonable basis for my opinion.

c. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

d. Where ever required, I have obtained Management Representation about thecompliance, laws, rules and regulations and happening of events etc.

e. The compliance of the provisions of corporate and other applicable laws, rules,regulations, standards is the responsibility of management. My examinationwas limited to the verification of procedures on test basis.

f. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the managementhas conducted the affairs of the company.

NVSS SURYANARAYANA RAOPracticing Company SecretaryFCS No.: 5868Certificate of Practice No.: 2886

Hyderabad, 06th July, 2018

27

Annexure-IIIFORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into bythe company with related parties referred to in sub-section (1) of section 188of the Companies Act, 2013 including certain arms length transactions underthird proviso thereto (Pursuant to clause (h) of sub-section (3)of section 134 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)1. Details of contracts or arrangements or transactions not at arm's length

basis(a) Name(s) of the related party and nature of relationship – N.A

(b) Nature of contracts/arrangements/transactions – N.A

(c) Duration of the contracts/arrangements/transactions – N.A

(d) Salient terms of the contracts or arrangements or transactions including thevalue, if any – N.A

(e) Justification for entering into such contracts or arrangements or transactions– N.A

(f) date(s) of approval by the Board – N.A

(g) Amount paid as advances, if any: - N.A

(h) Date on which the special resolution was passed in general meeting asrequired under first proviso to section 188 – N.A

2. Details of material contracts or arrangement or transactions at arm's lengthbasis(a) Name(s) of the related party and nature of relationship – Maneesh

Pharmaceuticals Limited (Holding Company)

(b) Nature of contracts/arrangements/transactions – Sale / Purchasetransactions

(c) Duration of the contracts/arrangements/transactions – FY 2017-18

(d) Salient terms of the contracts or arrangements or transactions including thevalue, if any:

• Goods Sold – Rs. 1,81,63,705/-

• Goods purchased – Rs. 6,92,29,244/-

(e) Date(s) of approval by the Board, if any: N.A

(f) Amount paid as advances, if any: NilFor and on behalf of the Board of DirectorsFor Phaarmasia LimitedSd/- Sd/-Maneesh R. Sapte Y. N. Bhaskara RaoManaging Director Whole-time DirectorDIN: 00020450 DIN: 00019052Place: HyderabadDate: 18th July, 2018

28

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURE AND DEVELOPMENTS.

The pharmaceutical industry in India ranks 3rd in the world terms of volume and13th in terms of value, India is the largest provider of generic drugs globally withthe Indian generics accounting for 20 per cent of global exports in terms ofvolume. The domestic Pharma market witnessed a slowdown in the reportingfinancial year owing to the Government’s efforts to make medicines affordable.The Government of India has announced measures to create a progressiveenvironment for the Indian pharmaceutical industry. The Government of Indiais committed to setting up robust healthcare and delivery mechanisms. Themanagement is confident of improving the operations by focusing onmanufacturing of Cosmetics and Oral Contraceptive Pills.

2. RISKS AND CONCERNS:

The Company undertakes risk management programmes to tackle strategic,regulatory, operational and financial as well as compliance-related risks acrossthe organization. It includes risk assessment and mitigation at the companylevel, business / functional unit level, relationship level and project level. TheCompany ensures compliance of all applicable laws globally, including thoserelating to employment, taxation, trades, health, safety & environment companylaws, establishment, SEBI Regulations and others applicable Laws and Rules.The risk management process is continuously improved and adapted to thechanging global risk scenario. The agility of the risk management process ismonitored and reviewed for appropriateness with the changing risk factors. Theprocess of continuous evaluation of risks includes taking stock of the risk factorson an event driven as well as quarterly basis.

3. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Financial Controls consistent with the natureof business and size of the operations, to effectively provide for safety of itsassets, reliability of financial transactions with adequate checks and balances,adherence to applicable statues, accounting policies, approval procedures andto ensure optimum use of available resources. These systems are reviewedand improved on a regular basis. It has a comprehensive budgetary controlsystem to monitor revenue and expenditure against approved budget on anongoing basis.

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4. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TOOPERATIONAL PERFORMANCE.

Rs. in Lakhs

S.No. Particulars 2017-18 2016-17

1. Revenues: 2193.65 2064.22

2. Expenditure: 2074.91 1992.71

3. Finance Costs: 4.22 0.85

4. Personnel Costs: 181.16 154.86

5. Profit Before Tax 67.94 26.62

6. Fixed Assets 1417.88 1374.43

5. OUTLOOK:

The Company will be focusing its strengths its Domestic Market throughexpansion of its activities and will make the necessary investment when attractiveopportunities arise.

6. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

The Company believes that the Human Resources are vital resource in givingthe Company a competitive edge in the current business. The Company’sinnovative human resources management strategies supported its businessgrowth in a challenging environment. The Company’s HRD policy focuses oncreating an environment where performance is rewarded, individuals arerespected and associates get opportunities to realize their potential. As in thepast, the Company enjoyed cordial relations with the employees at all levels.

7. DISCLOSURE OF ACCOUNTING TREATMENT.

The Company in the preparation of the financial statements has followed theAccounting Standards notified pursuant the relevant provision of the CompaniesAct, 2013 read with applicable Accounting Standards, issued by the Ministry ofCorporate Affairs. Indian Accounting Standards shall get applicable to theCompany from FY 2017-18. The significant accounting policies which areconsistently applied have been set out in the Notes to the Financial Statements.

8. OPPORTUNITIES AND THREATS

The pace at which the pharmaceutical sector in India is growing has increasedthe Opportunities for the company which can lead to healthy growth of theCompany. The pharmaceutical sector is also exposed to various kinds of risksrelated to change in government policies, pricing of products, intense competitiondue to growth etc. The Company is well equipped to tackle the risks related tothe business of the Company.

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9. CAUTIONARY STATEMENT

Certain statements made in the management discussion and analysis reportrelating to the Company’s objectives, projections, outlook, expectations,estimates and others may constitute ‘forward looking statements’ within themeaning of applicable laws and regulations. Actual results may differ from suchexpectations, projections and so on whether express or implied. Several factorscould make significant difference to the Company’s operations. These includeclimatic conditions and economic conditions affecting demand and supply,government regulations and taxation, natural calamities and so on over whichthe Company does not have any direct control.

For and on behalf of the Board of DirectorsFor Phaarmasia Limited

Sd/-

Maneesh R. SapteManaging DirectorDIN: 00020450


31

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERSAND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S

CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employeesincluding the Managing Director and Executive Directors. In addition, the Companyhas adopted a Code of Conduct for its Non-Executive Directors and IndependentDirectors for incorporating Good Corporate Governance Practices.

We confirm that the Company has in respect of the year ended March 31, 2018, theSenior Management Team of the Company and the Members of the Board adeclaration of compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the ChiefFinancial Officer, Head - HR, Compliance Officer as on March 31, 2018.

By Order of the Board of DirectorsFor Phaarmasia Limited

Sd/- Sd/-

Maneesh R. Sapte Y. N. Bhaskara RaoManaging Director Whole-time DirectorDIN: 00020450 DIN: 00019052


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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF M/s PHAARMASIA LIMITED, HYDERABAD

Report on the Financial Statements

We have audited the accompanying financial statements of“M/s PHAARMASIA LIMITED”, which comprise the Balance Sheet as at March31, 2018, the Statement of Profit and Loss including the statement of OtherComprehensive Income (OCI), the Cash flow statement and the statement ofchanges in Equity for the year then ended, and a summary of significant accountingpolicies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition, financial performance including other comprehensive income, cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India, including the accounting Standards (Ind AS) specifiedunder section 133 of the Act, read with the Companies( Indian AccountingStandards) Rules, 2015 as amended. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate implementationand maintenance of accounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statement that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these financial statements based onour audit.

We have taken into account the provisions of the Act, the Accounting and AuditingStandards and matters which are required to be included in the audit report underthe provisions of the Act and the Rule made there under.

We conducted our audit of the financial statements in accordance with the Standardson Auditing, issued by the Institute of Chartered Accountants of India, as specifiedunder section 143(10) of the Act. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on

33

the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal financial control relevant tothe Company’s preparation of the financial statements, that give a true and fairview, in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on whether the Company has inplace an adequate internal financial controls system over financial reporting andthe operating effectiveness of such controls. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company’s management and Board of Directors,as well as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at31st March, 2018;

b) In the case of the Statement of Profit and Loss, of the Profit including OtherComprehensive Income, for the year ended on that date;

c) Its Cash flows

d) And the statement of changes in Equity, for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issuedby the Central Government of India in terms of sub-section (11) of section 143 ofthe Act, we give in the Annexure-A, a statement on the matters Specified inparagraphs 3 and 4 of the Order.

As required by section 143(3) of the Act, we further report that:

a. We have sought and obtained all the information and explanations which tothe best of our knowledge and belief were necessary for the purpose of ouraudit;

b. In our opinion proper books of account as required by law have been keptby the Company so far as appears from our examination of those books;

c. The Balance Sheet , Statement of Profit and Loss including OtherComprehensive Income, the Cash flow statement and statement of changesin Equity , dealt with by this Report are in agreement with the books of account;

34

d. In our opinion, the aforesaid financial statements comply with the applicableAccounting Standards specified under Section 133 of the Act, read withCompanies (Indian Accounting Standards) Rules 2015, as amended;

e. On the basis of written representations received from the directors as onMarch 31, 2018, and taken on record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2018, from being appointed as adirector in terms of Section 164(2) of the Act;

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

g. In our opinion and to the best of our information and according to theexplanations given to us, we report as under with respect to other matters tobe included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014:

(i) The Company does not have any pending litigations which would impactits financial Position;

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

(iii) There has not been an occasion in case of the Company during theyear under report to transfer any sums to the Investor Education andProtection Fund. The question of delay in transferring such sums doesnot arise.

For Sathuluri & Co.,Chartered AccountantsFirm Regn No: 006383S

( S.S. Prakash)ProprietorMembership No.202710

Place : HyderabadDate : 30-05-2018

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Annexure - A to INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report of even date)

(i) In respect of its Fixed Assets:

a. The company has maintained proper records showing full particulars,including quantitative details and situations of Fixed Assets.

b. As per the information and explanation given to us, the Fixed Assets ofthe company have been physically verified by the managementaccording to the phased programme, which is designed to cover allthe Fixed Assets, at reasonable intervals and the said programme isconsidered reasonable, and no material discrepancies were noticedon such verification.

c. According to the information and explanations given to us, and on thebasis of our examination of the records of the Company, the title deedsof immovable properties are held in the name of the company. TheCompany has taken 1233.14 Square Meters of land on lease for its unitII from Divya Lakshmi Enterprises for a period of 80 years .

(ii) In respect of its Inventories:

a. As explained to us, inventories have been physically verified by themanagement at regular intervals during the year.

b. In our opinion and according to the information and explanation givento us, the procedures of physical verification of inventories followed bythe management are reasonable and adequate in relation to the size ofthe company and the nature of its business.

c. The company has maintained proper records of inventories. Asexplained to us, there were no material discrepancies noticed onphysical verification of inventory as compared to the book records.

(iii) According to the information and explanation given to us, the Company hasnot granted any loans, secured or unsecured to companies, firms, limitedLiability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013;

(iv) According to information given to us, the company has not given any loans,has not done any investment, not given any guarantees and providedsecurities which are covered u/s 185 and 186 of the companies Act, 2013.Hence this clause is not applicable.

(v) According to the information and explanation given to us, the company hasnot accepted deposits within the meaning of the provisions of sections 73 to76 of the Companies Act and the rules framed there under; therefore theprovisions of this clause is not applicable to the Company;

(vi) As informed to us, maintenance of cost records has not been specified bythe Central Government under sub-section (1) of section 148 of the CompaniesAct.

36

(vii) (a) The company is regular in depositing undisputed statutory dues includingprovident fund, employees’ state insurance, income-tax, sales-tax, wealthtax, service tax, duty of customs, duty of excise, value added tax, Goods andService Tax (GST), cess and any other statutory dues with the appropriateauthorities.

(b) According to the information and explanation given to us, there are nodues payable on account of income tax or sales tax or wealth tax or servicetax or duty of customs or duty of excise or value added tax Goods andService Tax (GST) , or cess pertaining to any dispute with the relevantauthorities other than those mentioned in the notes to accounts.

(viii) According to the information and explanation given to us, the Company hasnot defaulted in repayment of dues to any financial institution or bank,Government or dues to debenture holders.

(ix) According to the information and explanation to us, the company has nomoneys raised by way of public offers (including debt instruments) no hasthe company taken any term loan.

(x) Based on the audit procedures applied and according to the information andexplanation given to us, we report that no fraud on or by the company hasbeen noticed or reported during the year under audit.

(xi) The Managerial Remuneration is paid or provided in accordance with therequisite approvals mandated by the provisions of section 197 read withSchedule V to the Companies Act.

(xii) The company is not a Nidhi Company.

(xiii) According to information given to us all transactions with the related partiesare in compliance with sections 177 and 188 of Companies Act, 2013 whereapplicable and the details have been disclosed in the Financial Statementsetc., as required by the applicable accounting standards;

(xiv) The company has not made any preferential allotment or private placementof shares or fully or partly convertible debentures during the year under review.

(xv) The company has not entered into any non-cash transactions with directorsor persons connected with them.

(xvi) The company is not required to be registered under section 45-IA of theReserve Bank of India Act, 1934.

For Sathuluri & Co.,Chartered AccountantsFirm Regn No: 006383SSd/-( S.S. Prakash)ProprietorMembership No.202710Place : HyderabadDate : 30-05-2018

37

Annexure - B to INDEPENDENT AUDITOR’S REPORT even date onthe standalone Financial Statements of PHAARMASIA LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/sPHAARMASIA LIMITED, Limited (“the Company”) as on 31 March 2018 inconjunction with our audit of the financial statements of the Company for the yearended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI’). These responsibilities include the design, implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to company’spolicies, the safeguarding of its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accounting records, and the timelypreparation of reliable financial information, as required under the Companies Act,2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the “Guidance Note”) and the Standards on Auditing, issuedby ICAI and deemed to be prescribed under section 143(10) of the CompaniesAct, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Instituteof Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weakness exists, and testingand evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting.

38

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles,and that receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,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 over financial reportingto future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2018, based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Sathuluri & Co.,Chartered AccountantsFirm Regn No: 006383S

Sd/-

( S.S. Prakash)ProprietorMembership No.202710

Place : HyderabadDate : 30-05-2018

39

PHAARMASIA LIMITED BALANCE SHEET AS AT 31st MARCH 2018 (Amount in Rs.)

Particulars Note As at As at As atNo. March 31, 2018 March 31, 2017 April 1, 2016

ASSETSNon-Current Assets

Property, Plant and Equipment 2.1 141453014 137108774 140803133Intangible Assets 2.2 335000 335000 335000Financial AssetsOther Financial Assets 2.3 2399126 2245059 1116394Other Non Current Assets 2.4 20500 73889 76489

Total: 144207640 139762722 142331016Current Assets

Inventories 2.5 12888006 10301740 1892290Financial AssetsTrade Receivables 2.6 37949194 35640711 29051446Cash and Cash Equivalent 2.7 1923896 1512757 4416028Other Financial Assets 2.3 1025148 2063900 4361610Other Current Assets 2.4 21225663 6154521 4273492

Total: 75011907 55673629 43994866TOTAL 219219547 195436351 186325882

EQUITY AND LIABILITIESEquity

Equity Share Capital 2.8 68269600 68269600 68269600Other Equity 2.9 51955112 48306243 46724326

Total: 120224712 116575843 114993926Liabilities

Non-current liabilitiesFinancial LiabilitiesBorrowings 2.10 1229030 458152 684663Deferred tax liabilities (net) 2.11 2003641 2649524 3057508Long Term Provisions 2.12 5200609 4685421 4024791

Total: 8433280 7793097 7766962Current liabilities

Financial LiabilitiesTrade payables 2.13 74080120 53975221 33956987Other financial liabilities 2.14 978492 226511 1100232Liabilities for current tax (net)Provisions 2.15 4756709 6493423 5228237Other current liabilities 2.16 10746234 10372256 23279538

Total: 90561555 71067411 63564993TOTAL 219219547 195436351 186325882

The Accompanying Significant accounting policies and notes form in integral part of the financial statements.As per our report even date attached For and on behalf of the BoardFor Sathuluri & Co. Sd/- Sd/-Chartered Accountants MANEESH R. SAPTE Y.N.BHASKAR RAOFirm Regn. No. 006383S Managing Director Whole Time DirectorSd/- DIN:00020450 DIN: 00019052(S.S. PRAKASH)Proprietor Sd/- Sd/-M.No.202710 ABHISHEK WAKCHAURE N.E.V.PRASAD RAOPlace: Hyderabad Company Secretary CFODate: 30-05-2018 A40891

40

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED 31st MARCH 2018(Amount in Rs.)

Particulars Note As on As onNo. March 31, 2018 March 31, 2017

IncomeRevenue from operations 2.17 214073949 200593695Other income 2.18 5291221 5828634Total Revenue 219365170 206422329

ExpenditureCost of materials consumed 2.19 110101592 64933781Purchases of stock-in-Trade 2.20 420000 2415000Changes in inventories 2.21 (1985544) (22023)Employee benefits expense 2.22 18116865 15486183Finance costs 2.23 422824 84997Depreciation and amortization expense 2.1 4657344 4403408Other expenses 2.24 80838555 116458246Total Expenditure 212571636 203759592

Profit before tax 6793534 2662737Tax expenseCurrent tax 1711043 1445905Deferred tax (645884) (407984)

Net Profit for the Period 5728375 1624816Other comprehensive income (OCI)

Items that will not be reclassified to profit or loss (2079506) (61171)Tax on items that will not be reclassified to profit or loss 0 18272

(2079506) (42899)Items that will be reclassified to profit or loss:

Tax on items that may be reclassified to profit or loss 0 0Items that may be reclassified subsequently to profit or loss 0 0

Total other comprehensive income/(loss) for the year, net of tax (2079506) (42899)Total comprehensive income for the year 3648869 1581917Earnings per share:

Basic earnings per share of 10/-each 0.84 0.24Diluted earnings per share of 10/- each 0.84 0.24

The accompanying Significant accounting policies and notes form in integral part of the financial statements.As per our report even date attached For and on behalf of the BoardFor Sathuluri & Co. Sd/- Sd/-Chartered Accountants MANEESH R. SAPTE Y.N.BHASKAR RAOFirm Regn. No. 006383S Managing Director Whole Time DirectorSd/- DIN:00020450 DIN: 00019052(S.S. PRAKASH)Proprietor Sd/- Sd/-M.No.202710 ABHISHEK WAKCHAURE N.E.V.PRASAD RAOPlace: Hyderabad Company Secretary CFODate: 30-05-2018 A40891

PHAARMASIA LIMITED

41

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42

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2018(Amount in Rs.)

Particulars As at As atMarch 31, 2018 March 31, 2017

Cash Flows from Operating ActivitiesNet profit before tax 6793534 2662737

Adjustments for :Depreciation and amortization expense 4657344 4403408Other Comprehensive Income (net of tax) (2079506) (61171)

Operating profit before working capital changes 9371372 7004974Movements in Working Capital

(Increase)/Decrease in Trade Receivables (2308484) (6589265)(Increase)/Decrease in Other financial assets 1038752 2297710(Increase)/Decrease in Inventories (2586266) (8409450)(Increase)/Decrease in Other Current Assets (15180773) (2263663)(Increase)/Decrease in Other Non Current Assets 53389 2600Increase/(Decrease) in Trade Payables 20104899 20018234Increase/(Decrease) in Other financial liabilities 751981 (873721)Increase/(Decrease) in Other Current liabilities 373979 (12907282)Increase/(Decrease) in Provisions (1504936) 1947115Changes in Working Capital 742542 (6777722)

Cash generated from operations 10113913 227252Interest received on DepositsDirect Taxes Paid (1318002) (1066298)

Net Cash from operating activities (A) 8795911 (839046)Cash flows from Investing Activities

Purchase of Fixed Assets (Including CWIP) (9001584) (709049)Changes in other financial assets( non current) (154067) (1128665)

Net Cash used in Investing Activities (9155651) (1837714)Cash flows from/(used in) Financing Activities

Proceeds from Long term borrowings 770878 (226511)Net Cash used in Financing Activities 770878 (226511)Net Increase/(Decrease) in cash and cash equivalents 411139 (2903271)Cash and Cash equivalents at the beginning of the year 1512757 4416028Cash and Cash equivalents at the ending of the year (Refer Note 2.7) 1923896 1512757Notes :-1. The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Accounting Standard on

“Cash Flow Statements”.(Ind AS-7)2. The accompanying notes are an integral part of the financial statements.

The accompanying Significant accounting policies and notes form in integral part of the financial statements.As per our report even date attached For and on behalf of the BoardFor Sathuluri & Co. Sd/- Sd/-Chartered Accountants MANEESH R. SAPTE Y.N.BHASKAR RAOFirm Regn. No. 006383S Managing Director Whole Time DirectorSd/- DIN:00020450 DIN: 00019052(S.S. PRAKASH)Proprietor Sd/- Sd/-M.No.202710 ABHISHEK WAKCHAURE N.E.V.PRASAD RAOPlace: Hyderabad Company Secretary CFODate: 30-05-2018 A40891

PHAARMASIA LIMITED

43

1. Corporate Information

Phaarmasia Limited (“the Company”) is a public limited company incorporatedin India. The Company is engaged in manufacturing of Toothpastes, Cosmeticsand Oral Contraceptive Pills. The shares of the Company are listed on theBombay Stock Exchange.The principal accounting policies applied in thepreparation of the financial statements are set out below. These policies havebeen consistently applied to all the years presented, unless otherwise stated.

2. Basis of Preparation and Presentation of Financial Statements

The financial statements of Phaarmasia Limited (“the Company”) havebeen prepared and presented in accordance with the Indian AccountingStandards (“Ind AS”) notified under the Companies (Indian AccountingStandards) Rules, 2015 and Companies (Indian Accounting Standards)Amendment Rules, 2016. For all periods up to and including the year ended31 March 2017, the Company prepared its financial statements in accordancewith accounting standards notified under Section 133 of the Companies Act2013, read with Rule 7 of Companies (Accounts) Rules, 2014. These are thecompany’s first annual financial statements prepared in accordance with IndianAccounting Standards (Ind AS). The Company has adopted all applicablestandards and the adoption was carried out in accordance with Ind AS 101 –‘First Time Adoption of Indian Accounting Standards’. An explanation of howthe transition to Ind AS has affected the reported financial position, financialperformance and cash flows of the Company are provided in Note number2.25 to 2.37 First Time Adoption.

3. Basis of Measurement

These financial statements have been prepared on the historical costconvention and on an accrual basis, except for the following material items inthe balance sheet:

Employee defined benefit assets/(liability) are recognised as the net totalof fair value of plan assets, plus actuarial losses, less actuarial gains andthe present value of the defined benefit obligation

Long-term borrowings are measured at amortized cost using the effectiveinterest rate method.

All assets and liabilities are classified into current and non-current based

on the operating cycle of less than twelve months or based on the criteria

of realisation/settlement within twelve months period from the balance

sheet date.

44

4. Accounting Estimates

The preparation of the financial statements, in conformity with the recognitionand measurement principles of Ind AS, requires the management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent liabilities as at the date of financialstatements and the results of operation during the reported period. Althoughthese estimates are based upon management’s best knowledge of currentevents and actions, actual results could differ from these estimates which arerecognised in the period in which they are determined.

a. Depreciation and amortization: Depreciation and amortization is basedon management estimates of the future useful lives of certain class ofproperty, plant and equipment and intangible assets.

b. Employee Benefits: The present value of the employee benefitsobligations depends on a number of factors that are determined on anactuarial basis using a number of assumptions. The assumptions used indetermining the net cost (income) includes the discount rate, wageescalation and employee attrition. The discount rate is based on theprevailing market yields of Indian Government securities as at the balancesheet date for the estimated term of the obligations.

c. Provision and contingencies: Provisions and contingencies are basedon the Management’s best estimate of the liabilities based on the factsknown at the balance sheet date.

d. Fair valuation: Fair value is the market based measurement of observablemarket transaction or available market information.

5. Functional and presentation currency

These financial statements are presented in Indian rupees, which is also thefunctional currency of the Company. All financial information presented in Indianrupees has been rounded to the nearest rupees.

6. Foreign Exchange Transactions

Foreign currency transactions are accounted at the exchange rates prevailingon the date of transactions. Gains and losses resulting from settlement ofsuch transactions are recognized in the Statement of Profit and Loss. Monetaryassets and liabilities related to foreign currency transactions remaining unsettledat the end of the year are translated at year end rates. The difference intranslation of monetary assets and liabilities and realised gains and losses onforeign exchange transactions are recognised in the Statement of Profit andLoss.

45

7. Property, plant and equipment

Transition to Ind AS

The Company has elected to continue with the net carrying value of all itsproperty, plant and equipment recognized as of April 1, 2016 (transition date)as per the previous GAAP and use that carrying value as its deemed cost.

Recognition and measurement

Property, plant and equipment are carried at cost less accumulated depreciationand impairment losses, if any. The cost of Property, plant and equipmentcomprises of purchase price, applicable duties and taxes, directly attributableexpenditure on making the asset ready for its intended use, other incidentalexpenses and interest on borrowings attributable to acquisition of qualifyingfixed assets, upto the date the asset is ready for its intended use.

An item of property, plant and equipment is derecognized upon disposal orwhen no future economic benefits are expected to arise from the continueduse of the asset. Any gain or loss arising on the disposal or retirement of anitem of property, plant and equipment is determined as the difference betweenthe sale proceeds and the carrying amount of the asset and is recognised inprofit or loss.

8. Intangible Assets

Identifiable intangible assets are recognised at Cost and when it is probablethat future economic benefits attributed to the asset will flow to the Companyand the cost of the asset can be reliably measured. The asset is reviewed atthe end of each reporting period is tested for impairment.

9. Depreciation and Amortization

Depreciable amount for assets is the cost of an asset, or other amountsubstituted for cost less its estimated residual value. Depreciation on Property,Plant and equipment has been provided on the Written Down Value Methodat the rates prescribed in Schedule II to the Companies Act, 2013

The intangible asset is tested for impairment and is reviewed at each financialyear end.

10. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of oneentity and a financial liability or equity instrument of another entity.

46

A. Financial Assets

1) Initial Recognition

In the case of financial assets, not recorded at Fair Value through Profitor Loss (FVPL), Financial assets are recognised initially at fair value plustransaction costs that are directly attributable to the acquisition of thefinancial asset. Purchases or sales of financial assets that require deliveryof assets within a time frame established by regulation or convention inthe market place (regular way trades) are recognised on the trade date,i.e., the date that the Company commits to purchase or sell the asset.

2) Subsequent Measurement

For purposes of subsequent measurement, financial assets are classifiedin following categories:

a) Financial Assets at Amortised Cost

Financial assets are subsequently measured at amortised cost if thesefinancial assets are held within a business model with an objective tohold these assets in order to collect contractual cash flows and thecontractual terms of the financial asset give rise on specified dates tocash flows that are solely payments of principal and interest on the principalamount outstanding. Interest income from these financial assets isincluded in finance income using the Effective Interest Rate (“EIR”)method. Impairment gains or losses arising on these assets are recognisedin the Statement of Profit and Loss.

b) Financial Assets Measured at Fair Value

Financial assets are measured at fair value through OCI if these financialassets are held within a business model with an objective to hold theseassets in order to collect contractual cash flows or to sell these financialassets and the contractual terms of the financial asset give rise on specifieddates to cash flows that are solely payments of principal and interest onthe principal amount outstanding. Movements in the carrying amount aretaken through OCI, except for the recognition of impairment gains orlosses, interest revenue and foreign exchange gains and losses whichare recognised in the Statement of Profit and Loss.

Financial asset not measured at amortised cost or at fair value throughOCI is carried at FVPL. On transition to Ind AS, the Company has optedto continue with the carrying values measured under the previous GAAPas at 1 April 2015.

47

c) Impairment of Financial Assets

In accordance with Ind AS 109, expected credit loss (ECL) model formeasurement and recognition of impairment loss on the trade receivablesor any contractual right to receive cash or another financial asset thatresult from transactions that are within the scope of Ind AS 18. As Companytrade receivables are realised within normal credit period adopted by thecompany, hence the financial assets are not impaired.

d) De-recognition of Financial Assets

The Company de-recognises a financial asset only when the contractualrights to the cash flows from the asset expire, or it transfers the financialasset and substantially all risks and rewards of ownership of the asset toanother entity.

If the Company neither transfers nor retains substantially all the risks andrewards of ownership and continues to control the transferred asset, theCompany recognizes its retained interest in the assets and an associatedliability for amounts it may have to pay.

If the Company retains substantially all the risks and rewards of ownershipof a transferred financial asset, the Company continues to recognise thefinancial asset and also recognises a collateralised borrowing for theproceeds received.

B. Financial Liabilities

Financial liabilities and equity instruments issued by the Company areclassified according to the substance of the contractual arrangementsentered into and the definitions of a financial liability and an equityinstrument.

Financial Liabilities

1) Initial Recognition

Financial liabilities are classified, at initial recognition, as financial liabilities atFVPL, loans and borrowings and payables as appropriate. All financial liabilitiesare recognised initially at fair value and, in the case of loans and borrowingsand payables, net of directly attributable transaction costs.

2) Subsequent Measurement

The measurement of financial liabilities depends on their classification, asdescribed below:

48

a) Financial liabilities at FVPL

Financial liabilities at FVPL include financial liabilities held for tradingand financial liabilities designated upon initial recognition as at FVPL.Financial liabilities are classified as held for trading if they are incurredfor the purpose of repurchasing in the near term. Gains or losses onliabilities held for trading are recognised in the Statement of Profit andLoss.

b) Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings aresubsequently measured at amortised cost using the EIR method. Anydifference between the proceeds (net of transaction costs) and thesettlement or redemption of borrowings is recognised over the term ofthe borrowings in the Statement of Profit and Loss.

Amortised cost is calculated by taking into account any discount orpremium on acquisition and fees or costs that are an integral part of theEIR. The EIR amortisation is included as finance costs in the Statementof Profit and Loss.

3) De-recognition of Financial Liabilities

Financial liabilities are de-recognised when the obligation specified in thecontract is discharged, cancelled or expired. When an existing financial liabilityis replaced by another from the same lender on substantially different terms,or the terms of an existing liability are substantially modified, such an exchangeor modification is treated as de-recognition of the original liability and recognitionof a new liability. The difference in the respective carrying amounts is recognizedin the Statement of Profit and Loss.

11. Inventories

Inventories consist of goods and are measured at the lower of cost and netrealisable value. The cost of inventories is based on the weighted averagemethod. In the case of finished goods and work-in-progress, cost includes anappropriate share of overheads based on normal operating capacity.Packingmaterials are used in operating machines or consumed as indirect materialsin the manufacturing process.

12. Impairment of non-financial assets

Intangible assets and property, plant and equipment, Intangible assets andproperty, plant and equipment are evaluated for recoverability whenever eventsor changes in circumstances indicate that their carrying amounts may not berecoverable. For the purpose of impairment testing, the recoverable amount(i.e. the higher of the fair value less cost to sell and the value-in-use) is

49

determined on an individual asset basis unless the asset does not generatecash flows that are largely independent of those from other assets. In suchcases, the recoverable amount is determined for the CGU to which the assetbelongs. If such assets are considered to be impaired, the impairment to berecognized in the statement of profit and loss is measured by the amount bywhich the carrying value of the assets exceeds the estimated recoverableamount of the asset. An impairment loss is reversed in the statement of profitand loss if there has been a change in the estimates used to determine therecoverable amount. The carrying amount of the asset is increased to its revisedrecoverable amount, provided that this amount does not exceed the carryingamount that would have been determined (net of any accumulated amortizationor depreciation) had no impairment loss been recognized for the asset in prioryears.

13. Cash and Cash Equivalents

Cash and bank balances comprise of cash balance in hand, in current accountswith banks.

14. Employee Benefits

Short term employee benefits

Short-term employee benefits are expensed as the related service is provided.A liability is recognised for the amount expected to be paid if the Company hasa present legal or constructive obligation to pay this amount as a result of pastservice provided by the employee and the obligation can be estimated reliably.

Defined Contribution Plan

Provident Fund is a defined contribution plan of the Government of India underwhich both the employer and employee contribute on a monthly basis at a pre-determined rate (currently upto 12 % of employee salary) and the Companyhas no further obligation.

Defined Contribution Benefits

The Company has an obligation towards gratuity, a defined benefit plan coveringall eligible employees. The plan provides for lump sum payment in accordancewith the Payment of Gratuity Act, 1972 to vested employees on retirement,death while in employment or on separation. Vesting occurs on completion offive years of service. The liability, which is determined by means of anindependent actuarial valuation.

15. Provisions, Contingent Liabilities and Contingent Asset

A provision is recognised when the Company has a present obligation (legalor constructive) as a result of past events and it is probable that an outflow of

50

resources embodying economic benefits will be required to settle the obligation,in respect of which a reliable estimate can be made of the amount of obligation.Provisions (excluding gratuity and compensated absences) are determinedbased on management’s estimate required to settle the obligation at the BalanceSheet date. In case the time value of money is material, provisions arediscounted using a current pre-tax rate that reflects the risks specific to theliability. When discounting is used, the increase in the provision due to thepassage of time is recognised as a finance cost. These are reviewed at eachBalance Sheet date and adjusted to reflect the current management estimates.

16. Revenue recognition

Revenue is measured at the fair value of the consideration received orreceivable and is recognised when it is probable that the economic benefitsassociated with the transaction will flow to the Company and the amount ofincome can be measured reliably. Revenue is net of returns and is reduced forrebates, trade discounts, refundsand other similar allowances. Revenueincludes excise duty but is net of service tax, sales tax, value added tax andother similar taxes and GST from July 01,2017.

Sale of goods

Revenue is recognized when it is probable that economic benefits associatedwith a transaction flows to the Company in the ordinary course of its activitiesand the amount of revenue can be measured reliably. Revenue is recognised,when the significant risks and rewards of the ownership have been transferredto the buyers and there is no continuing effective control over the goods ormanagerial involvement with the goods.Sales includes Job work chargesreceived on contract manufacturing operations.

Other Income

Other income includes Commission income and other miscellaneous receiptsif any,

17. Borrowing Costs

Borrowing costs consist of interest and other costs that the Company incurs inconnection with the borrowing of funds. Also, the EIR amortisation is includedin finance costs.

18. Income Tax

Current Tax

Current income tax is recognised based on the estimated tax liability computedafter taking credit for allowances and exemptions in accordance with the IncomeTax Act, 1961. Current income tax assets and liabilities are measured at the

51

amount expected to be recovered from or paid to the taxation authorities. Thetax rates and tax laws used to compute the amount are those that are enactedor substantively enacted, at the reporting date.

Deferred Tax

Deferred tax is determined by applying the Balance Sheet approach. Deferredtax assets and liabilities are recognised for all deductible temporary differencesbetween the financial statements’ carrying amount of existing assets andliabilities and their respective tax base. Deferred tax assets and liabilities aremeasured using the enacted tax rates or tax rates that are substantively enactedat the Balance Sheet date. The effect on deferred tax assets and liabilities ofa change in tax rates is recognised in the period that includes the enactmentdate. Deferred tax assets are only recognised to the extent that it is probablethat future taxable profits will be available against which the temporarydifferences can be utilised. Such assets are reviewed at each Balance Sheetdate to reassess realisation.

Deferred tax assets and liabilities are offset when there is a legally enforceableright to offset current tax assets and liabilities. Current tax assets and taxliabilities are offset where the entity has a legally enforceable right to offsetand intends either to settle on a net basis, or to realise the asset and settle theliability simultaneously.

19. Earnings Per Share

The Company presents basic and diluted earnings per share (“EPS”) data forits ordinary shares. Basic earnings per share is computed by dividing the netprofit after tax by the weighted average number of equity shares outstandingduring the period. Diluted earnings per share is computed by dividing the profitafter tax by the weighted average number of equity shares considered forderiving basic earnings per share and also the weighted average number ofequity shares that could have been issued upon conversion of all dilutivepotential equity shares.

52

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54

2.3 Other Financial AssetsParticulars 2018 2017 1st April 2016

Current Non Current Current Non Current Current Non CurrentElectricity and OtherSecurity Deposits - 1,214,351 - 1,116,394 - 1,116,394Deposit with CMSS - 1,184,775 - 1,128,665 - -Interest accrued butnot due 3,588 - - - - -Purchases in Transit 753,745 - - - - -Advances to Suppliers 254,880 - 2,037,965 - 4,335,175 -Advances recoverablein cash 12,935 - 25,935 - 26,435 -TOTAL 1,025,148 2,399,126 2,063,900 2,245,059 4,361,610 1,116,394

2.4 Other Non Current Assets and Current AssetsParticulars 2018 2017 1st April 2016

Current Non Current Current Non Current Current Non Current

Prepaid Expenses 191,686 - 177,933 - 118,587 -TDS receivables 1,098,698 - 1,208,329 - 1,590,963 -Advance to Staff 20,500 73,889 76,489Claims Receivable- Service Tax - - 4,768,259 - 2,519,765 -“Swatch BharatCess _ Input” - - - - 44,177 -GST input Receivable 19,935,279 - - - - -TOTAL 21,225,663 20,500 6,154,521 73,889 4,273,492 76,489

2.5 InventoriesParticulars 2018 2017 1st April 2016

Current Current CurrentRaw materials 6,783,037 6,566,524 663,467Work-in-progress 2,143,418 665,714 376,191Finished goods 567,840 60,000 327,500Packing materials 3,393,711 3,009,502 525,133TOTAL 12,888,006 10,301,740 1,892,290

2.6 Trade receivablesParticulars 2018 2017 1st April 2016

Current Current CurrentTrade ReceivablesUnsecured,considered good 37,949,194 35,640,711 29,051,446TOTAL 37,949,194 35,640,711 29,051,446

55

2.7 Cash and Cash EquivalentsParticulars 2018 2017 1st April 2016Cash and Cashequivalentsi) Cash on hand 23,056 56,064 9,217ii) Balances with banks - - - - Current Accounts 1,900,840 1,456,693 4,406,811Total 19,23,896 15,12,757 44,16,028

2.8 Share CapitalParticulars 2018 2017 April 1 2016Authorized Share Capital10,000,000 Equity Shares of Rs.10 each 100,000,000 100,000,000 100,000,000Issued Subscribed and Paid up Share Capital68,26,960 Equity Shares of Rs.10 each, fullypaid up 68,269,600 68,269,600 68,269,600(Previous year: 68,26,960 Equity Sharesof Rs.10 each, fully paid up) 68,269,600 68,269,600 68,269,600Details of shareholders holding morethan 5% shares : No. of shares % Holding No. of shares

% Holding No. of shares % HoldingManeesh Pharmaceuticals Ltd., 3,014,232 44.15% 3,014,232

44.15% 3,014,232 44.15%Svizera Labs Pvt. Ltd., 2,000,000 29.30% 2,000,000

29.30% 2,000,000 29.30%

2.8.1 Reconciliation of Number of Shares :Particulars 2018 2017 April 1 2016Number of Shares at the beginning of the year 6,826,960 6,826,960 6,826,960Add : Shares issued during the year - - -Number of Shares at the end of the year 6,826,960 6,826,960 6,826,960

2.8.2 Rights attached to equity sharesThe Company has only one class of equity shares having a face value of Rs.10 /- ea ch. Each holder ofequity share is entitled to one vote per share. In the event of liquidation of the Company, the equityshareholders will be entitled to receive the remaining assets of the Company, after distribution of allpreferential amounts. The distribution will be in proportion to the number of equity shares held by theshareholders.

56

2.9 Reserves and SurplusParticulars 2018 2017 2016Capital Reserve 9,687,063 9,687,063 9,687,063Revaluation ReserveOpening Balance 42,405,571 42,405,571 55,206,423Less: Decrease in Value - - 12,800,852Closing Balance 42,405,571 42,405,571 42,405,571Surplus in the Statement of Profit and LossOpening Balance (3,786,391) (5,368,308) (2,081,881)Add: Net profit transferred from the Statementof Profit and Loss 5,728,375 1,581,917 417,537

1,941,984 (3,786,391) (1,664,343)Less: AppropriationsDeffered Tax - - (3,703,964)Closing Balance 1,941,984 (3,786,391) (5,368,308)Actuarial gain/(loss) on post-employmentbenefit obligations, net of tax benefit (2,079,506) - -

51,955,112 48,306,243 46,724,326

2.10 BorrowingsParticulars 2018 2017 1st April 2016

Current Non Current Current Non Current Current Non CurrentSecured BorrowingsHDFC Bank car loan - 206,660 - 458,152 - 684,663Machinery Loan- Reliance Commercial - 1,022,370 - - - -Total 1,229,030 458,152 684,663

2.11 Deffered Tax LiabilitiesParticulars 2018 2017 April 1, 2016Opening Balance 2,649,524 3,057,508 (646,456)Add : On account of difference in Net Block (648,761) (407,984) 3,703,964Add : On account of defferment ofProcessing Charges 2,878 - -Closing Balance 2,003,641 2,649,524 3,057,508

2.12 Long Term ProvisionsParticulars 2018 2017 April 1, 2016Provision for Gratuity and Employee BenefitsOpening Balance 4,685,421 4,024,791 3,333,181Less: Reversal of provision 1,649,163 0 0Add: Current Service Cost 412,523 670,630 691,610Less: Payments made during the year 327,678 10,000 0Actuarial loss or gain 2,079,506 0 0Closing Balance 5,200,609 4,685,421 4,024,791

57

2.13 Trade PayablesParticulars 2018 2017 April 1, 2016

Current Current CurrentDue to Micro & Small Enterprises 0 0 0Dues to othersFor Raw material 74,080,120 53,975,221 19,050,028For Packing Material 0 0 3,518,537For Services 0 0 11,388,421Total 74,080,120 53,975,221 33,956,987

2.14 Other financial liabilitiesParticulars 2018 2017 April 1, 2016Creditors For Capital goods 0 0 896,220Current maturities of long term debt Car Loan 251,491 226,511 204,012 Machinery Loan 727,001 0 0Total 978,492 226,511 1,100,232

2.15 ProvisionsParticulars 2018 2017 April 1, 2016Statutory Provision 3,045,666 5,065,790 3,779,305Provision for tax 1,711,043 1,427,633 1,448,932Total 4,756,709 6,493,423 5,228,237

2.16 Other Current LiabilitiesParticulars 2018 2017 April 1, 2016

Current Current CurrentSalaries and employee benefits 2,083,482 2,214,059 2,160,991Creditors for Expenses 917,352 1,005,288 871,103Others 7,745,400 7,152,909 20,247,444Total 10,746,234 10,372,256 23,279,538

2.17 Revenue from OperationsParticulars 2018 2017Revenue from : Operating Activities OCP Sales (Govt & Others) 147,512,941 96,917,937 Sales GST 5,681,850 0 P to P GST 6,353,629 0 Sales -Traded 587,500 2,790,625 Conversion Charges 41,651,029 43,885,258 Add: Excise Duty 12,287,000 56,999,875Revenue from Operations 214,073,949 200,593,695

58

2.18 Other incomeParticulars 2018 2017Interest earned 57,623 40,788Commission 5,184,848 5,749,846Miscellaneous Income 48,750 38,000Total 5,291,221 5,828,634

2.19 Cost of materials consumedParticulars 2018 2017 Raw Material Purchases 72,305,501 46,243,653 Add: Opening Stock 6,566,524 663,467

78,872,025 46,907,120 Less: Closing Stock 4,783,037 6,566,524

74,088,988 40,340,595Packing Materials Purchases 38,396,813 27,077,555 Add: Opening Stock 3,009,502 525,133

41,406,315 27,602,688 Less: Closing Stock 5,393,711 3,009,502

36,012,604 24,593,185 Total 110,101,592 64,933,781

2.20 PurchaseParticulars 2018 2017Purchases of stock-in-Trade 420,000 2,415,000

2.21 Changes in InventoriesParticulars 2018 2017Work-in-progress Opening 665,714 376,191 Closing 2,143,418 665,714

-1,477,704 -289,523Finished goods Opening 60,000 327,500 Closing 567,840 60,000

-507,840 267,500-1,985,544 -22,023

59

2.22 Employee Benefits ExpenseParticulars 2018 2017Salaries & Wages 13,148,183 10,923,137Director Remuneration 1,500,000 1,280,000ESI Employer Contribution 200,910 176,642Staff Welfare, Recruitment Expenses 755,571 629,835PF Employer Contribution 718,553 705,585Other Allowances 283,238 202,835Bonus 72,289 83,945Exgratia & Gratuity 1,438,121 1,484,204Total 18,116,865 15,486,183

2.23 Finance CostsParticulars 2018 2017Interest Expense 422,824 84,997Other borrowing costs 0 0Total 422,824 84,997

60

2.24 Other ExpensesParticulars 2018 2017Laboratory chemicals & Analysis 526,389 460,056Freight Outward & Cartage 1,589,093 959,038Power & Fuel 10,769,767 8,686,141Water Charges 1,208,547 1,073,165Labour charges 19,042,869 11,449,579Job Work Charges 3,129,413 3,349,782Consumable Stores 3,029,853 2,646,831Car Upkeep 552,956 414,534Factory Maintenance 1,178,134 793,086Laboratory Maintenance 3,097,310 2,285,441Repairs & Maintanence - Electrical 1,248,303 989,794Repairs & Maintanense- Buildings 2,204,324 1,867,379Repairs & Maintenance- Machinery 4,342,142 3,971,180Repairs & Maintenance- Airconditioners 353,200 49,000Repairs & Maintenance (Others) 189,574 186,416Software expenses 55,085 0Repirs and Maintenance Computers 108,440 63,498Insurance 287,862 220,351Licence Fees, Rates & Taxes 508,736 462,388Property Tax 1,058,608 1,071,560Travelling Expenses 1,162,863 718,606Consultancy Charges 230,467 507,390Product Development charges 2,950,000 4,824,000Conveyance Expenses 1,449,562 1,446,159Postage & Telephones 339,361 353,876Rent 232,900 238,900Subscriptions 40,835 89,299Advertisement 63,888 61,592Office Expenses 121,118 22,980Audit Fees 100,000 69,000Internal Audit Fee 9,000 9,000Sitting Fee 140,000 140,000Technical Audit Fees 0 91,600Printing and stationery 823,945 688,167Security Charges 2,894,349 2,932,707AGM Expenses 628,381 647,195Sales Tax - CST paid 0 325,032Transport Charges (commission) 32,325 84,371Commission Expenses 4,501,119 5,209,278Excise Duty 12,287,000 56,999,875Gratuity provision reversal -1,649,163 0Total 80,838,555 116,458,246

61

2.25 First-time adoption of Ind AS

These financial statements, for the year ended 31st March 2018, are the first set offinancial statements that the Company has prepared in accordance with IndianAccounting Standards(Ind ASs). For periods up to and including the year ended 31stMarch 2017, the Company prepared its financial statements in accordance withaccounting standards notified under section 133 of the Companies Act 2013, readtogether with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

The Company has prepared financial statements which comply with Ind AS applicablefor periods ending on 31st March 2018, together with the comparative period data asat and for the year ended 31st March 2017, as described in the summary of significantaccounting policies. In preparing these financial statements, the Company’s openingbalance sheet was prepared as at 1st April 2016, i.e.,the Company’s date of transitionto Ind AS. This note explains the principal adjustments made by the Company inrestating its Indian GAAP financial statements, including the balance sheet as at 1stApril 2016 and the financial statements as at and for the year ended 31st March2017.

Exemptions Applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospectiveapplication of certain requirements under Ind AS. The Company has applied thefollowing exemptions:

The Company adopted not to measure any item of property, plant and equipment atits fair value at the Transition Date. Accordingly, on the transition date, the net carryingvalue of the property, plant and equipment and intangible assets shall be consideredas deemed cost for Ind AS purposes.

Estimates

The estimates at 1st April 2016 and at 31st March 2017 are consistent with thosemade for the same dates in accordance with Indian GAAP (after adjustments toreflect any differences in accounting policies. The estimates used by the Companyto present these amounts in accordance with Ind AS reflect conditions at 1st April2016, the date of transition to Ind AS and as of 31st March 2017.

Reconciliation of equity as previously reported under Previous GAAP and thatcomputed under Ind AS

Equity as at Equity as at31stMarch 2017 1stApril 2016

Particulars (Audited) (Audited)

Equity as per Previous GAAP 119871823 118697891

Impact on account of deferred Tax (3295980) (3703964)

Equity as per IND AS 116575843 114993926

62

Reconciliation between financial results as previously reported under PreviousGAAP and Ind AS for the year ended 31 March 2017

Year endedParticulars 31stMarch 2017

(Audited)

Net profit as per Previous GAAP 1173933

Impact on account of deferred Tax 407984

Impact of items that are reclassified toProfit & Loss account net of tax 42899

Net profit as per IND AS 1624816

Other comprehensive Income (Net of Tax) (42899)

Total Comprehensive Income under IND AS 1581917

Deferred tax

Indian GAAP requires deferred tax accounting using the statement of profit and lossapproach, which focuses on differences between taxable profits and accounting profitsfor the period. Ind AS 12 requires entities to account for deferred taxes using thebalance sheet approach, which focuses on temporary differences between the carryingamount of an asset or liability in the balance sheet and its tax base. The applicationof Ind AS 12 approach has resulted in recognition of deferred tax on new temporarydifferences which was not required under Indian GAAP.

Trade receivables

Under Ind AS, impairment allowance has to be determined based on Expected Lossmodel (ECL). The Trade Receivables are realised within normal credit period of 90days, hence no impairment is provided.

Sale of goods and services

Under Indian GAAP, revenue is recognised on dispatch, performance and accrualbasis based on type of revenue.

Defined benefit liabilities

Both under Indian GAAP and Ind AS, the Company recognized costs related to itspost-employment defined benefit plan using projected unit credit method. Under IndianGAAP, the entire cost, including actuarial gains and losses, is charged to profit orloss. Under Ind AS, remeasurement [comprising of actuarial gains and losses, theeffect of the asset ceiling, excluding amounts included in net interest on the netdefined benefit liability and the return on plan assets excluding amounts included innet interest on the net defined benefit liability] are recognized immediately in thebalance sheet with a corresponding debit or credit to retained earnings through OtherComprehensive Income (OCI). Thus, the employee benefit cost is reduced byRs.,42,899/- and remeasurement gains/ losses on defined benefit plans has beenrecognized in the OCI, net of tax.

63

2.26 Auditors Remuneration

Particulars For the year ended For the year ended31 March 2018 31 March 2017

a) Audit fees (Internal & Statutory) 109000 78000

b) Other charges

Taxation matters - -

Certification fee - -

c) Reimbursement of out of pocket expenses - -

TOTAL 109000 78000

2.27 Earnings per Share


EarningsProfit attributable to equity holders 5728375 1624816

SharesNumber of sharesat the beginning of the year 6,82,69,600 6,82,69,600

Add: Equity shares issued - -

Less: Buy back of equity shares - -

Total number of equity sharesoutstanding at the end of the year 6,82,69,600 6,82,69,600

Weighted average number ofequity shares outstandingduring the year – Basic 6,82,69,600 6,82,69,600

Add: Weighted average number ofequity shares arising out ofoutstanding stock options(net of the stock options forfeited)that have dilutive effect on the EPS - -

Weighted average number ofequity shares outstandingduring the year – Diluted 6,82,69,600 6,82,69,600

Earnings per share ofpar value Rs.10/- Basic ( `) 0.84 0.24

Earnings per share ofpar value Rs.10/- – Diluted ( `) 0.84 0.24

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2.28 Related Parties

In accordance with the provisions of Ind AS 24 “Related Party Disclosures” and theCompanies Act, 2013, Company’s Directors, members of the Company’sManagement Council and Company Secretary are considered as Key ManagementPersonnel. List of related party of the Company is as below:

S.No. Name of the Related Party Nature of Relationship

1 Maneesh Pharmaceuticals Limited. Related Party

2 Svizera Health Remedies Related Party

3 Mr.Maneesh R.Sapte Key Managerial Personnel

4 Mr. Y N Bhaskara Rao Key Managerial Personnel

5 Mr.VinayRamakantSapte Non Executive Director

6 Mrs.RashmiVinaySapte Non Executive Director

7 Mr. Bharat B. Merchant Independent Director

8 Mr.BhupinderGarg Independent Director

9 Mr.Pravin M Hedge Independent Director

10 Mr.Abhishek Wakchaure Key Managerial Personnel (CS)

11 Mr.N E V Prasad Rao Key Managerial Personnel (CFO)

Related Party TransactionsS.No

Nature ofTransaction

2017-18 2016-17

KMPRelative

ofKMP

Others KMPRelative

ofKMP

Others

1 Sales and PurchasesManeesh PharmaceuticalsLtd(Purchase & Services) - - 6,92,29,244 - - 3,19,87,003Maneesh PharmaceuticalsLtd(Sales) - - 181,63,705 - - 54,16,924

2 Balances withthe Related PartiesManeeshPharmaceuticals Ltd - - 4,36,89,479 Cr - - 2,06,59,270 CrManeeshPharmaceuticals Ltd - - 1,76,22,775 Dr - - -Svizera Health Care - - - - - 21,77,91 Cr

65


Key managerial personnel a) Whole Time Director

Remuneration

Mr. Y.N.Bhaskar Rao 20,00,892 12,80,000

b) Non-whole time DirectorsSitting Fee

Mr.Bharat Merchant 48,000 44,000

Mr.Bhupinder Garg 0 44,000

Mr.Vinay R Sapte 24,000 28,000

Mrs. Rashmi V. Sapte 20,000 20,000

Mr.Pravin M. Hegde 48,000 4,000

Total: 1,40,000 1,40,000

c) Relatives of Key Managerial Personnel - -

d) Mr. N.E.V.Prasad Rao C F O 8,39,090 7,44,000

Total 29,79,982 21,64,000

2.29 Earnings/expenditure in foreign currency:Expenditure in Foreign currency:


Purchase of Raw material(Imported) 12,26,790 --

Total 12,26,790 --

2.30 Segment Reporting

The Company concluded that there is only one operating segment i.e, Pharmaceuticals(Cosmetics and Oral Contraceptive Pills). Hence, the same becomes the reportablesegment for the Company. Accordingly, the Company has only one operating andreportable segment, the disclosure requirements specified in paragraphs 22 to 30are not applicable. Accordingly, the Company shall present entity-wide disclosuresenumerated in paragraphs 32, 33 and 34 of Ind AS 108.

66

2.31 Employee Benefits

Gratuity benefits

In accordance with applicable laws, the Company has a defined benefit plan whichprovides for gratuity payments (the “Gratuity Plan”) and covers certain categories ofemployees in India. The Gratuity Plan provides a lump sum gratuity payment toeligible employees at retirement or termination of their employment. The amount ofthe payment is based on the respective employee’s last drawn salary and the yearsof employment with the Company. Liabilities in respect of the Gratuity Plan aredetermined by an actuarial valuation,

The components of gratuity cost recognized in the statement of profit and loss for theyears ended 31st March 2018 and 2017 consist of the following:

Particulars For the Years ended 31st March

2018 2017

Current service cost 1,84,803 1,14,033

Interest cost onnet defined benefit liability/(asset) 2,27,719 1,99,608

Gratuity cost recognized instatement of profit and loss 4,12,523 3,13,641

Details of the employee benefits obligations and plan assets are provided below:

Particulars As of 31st March

2018 2017

Present value of funded obligations 52,00,609 30,36,258

Fair value of plan assets - -

Net defined benefit liability/(asset) 52,00,609 30,36,258

67

Details of changes in the present value of defined benefit obligations are asfollows:


2018 2017

Defined benefit obligations atthe beginning of the year

Current service cost 1,84,803 1,14,033

Interest cost on defined obligations 2,27,719 1,99,608

Re-measurements due to:

Actuarial loss/(gain) due to change in financial assumptions (1,46,143) -

Actuarial loss/(gain) due to demographic assumptions

Actuarial loss/(gain) due to experience changes 22,25,648 61,171

Benefits paid 3,27,678 -

Defined benefit obligationsat the end of the year 52,00,609 30,36,258

Details of changes in the fair value of plan assets are as follows:


2018 2017

Defined benefit obligations atthe beginning of the year

Fair value of plan assetsat the beginning of the year - -

Employer contributions - -

Actuarial loss/(gain) on plan assets - -

Re-measurements due to: - -

Return on plan assets excluding interest on plan assets - -

Benefits paid - -

Plan assets at the end of the year - -

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Summary of Acturial Assumptions:

The actuarial assumptions used in accounting for the Gratuity Plan are as follows:

The assumptions used to determine benefit obligations:


2018 2017

Discount rate 8.00% 7.5%

Rate of compensation increase 10.00% 10.00%

Contribution to Provident Fund

The employees of the Company receive benefits from a provident fund, a definedcontribution plan. Both the employee and employer each make monthly contributionsto a government administered fund equal to 12% of the covered employee’s qualifyingsalary. The Company has no further obligations under the plan beyond its monthlycontributions. The Company contributed Rs.7,18,553/-- and Rs.7,05,585/- to theprovident fund plan during the years ended 31st March 2018 and 2017, respectively.

2.32 Income Taxes

a. Income tax expense/ (benefit) recognized in the statement of profit and loss:Income tax expense/ (benefit) recognized in the statement of profit and lossconsists of the following:


2018 2017

Current taxes expense

Domestic 1711043 1445905

Deferred taxes expense/(benefit)

Domestic (645884) (407984)

Total income tax expense/(benefit)recognized in the

statement of profit and loss 1065159 1037921

b. Income tax expense/ (benefit) recognized directly in equity:Income tax expense/ (benefit) recognized directly in equity consist of the following:


2018 2017Tax effect on actuarial gains/losseson defined benefit obligations - 18272Total income tax expense/(benefit)recognized in the equity - 18272

69

a. Reconciliation of Effective tax rate:


2018 2017

Profit before income taxes 6793534 2662736

Enacted tax rate in India 25.75% 30.90%

Computed expected tax 1749335 822785

Effect of:

Expenses not deductible forTax purposes 1305491 1565376

Expenses deductiblefor Tax purposes (1343783) (942256)

Income tax 1711043 1445905

Effective tax rate 25.18% 54.30%

The Company’s average effective tax rate for the years ended March 31, 2018 and2017 were 25.18% and 54.30% respectively.

b. Deferred tax assets & liabilities:

The tax effects of significant temporary differences that resulted in deferred taxassets and liabilities and a description of the items that created these differencesis given below:


2018 2017

Deferred tax assets/(Liabilities):

Property, plant and equipment (648761) (407984)

Others 2878 -

Net deferred tax assets/(liabilities) (645884) (407984)

70

c. Movement in deferred tax assets and liabilities during the year ended 31st March2018 & 2017:

ParticularsAs at

1 April 2016

Recognizedin statementof profit and

loss

Recognizedin equity

As at 31March 2017

Deferred tax assets/(liabilities)

Property, plant andequipment 3057508 (407984) - 2649524

Net deferred tax assets/(liabilities) 2649524

[Continued from above table, first column(s) repeated]

ParticularsAs at

1 April 2017

Recognizedin statementof profit and

loss

Recognizedin equity

As at 31March 2018

Deferred tax assets/(liabilities)

Property, plant and equipment 2649524 (648761) - 2000763

Others - 2878 - 2878

Net deferred tax assets/ (liabilities) 2003641

71

2.33 Financial Instruments:

Set out below, is a comparison by class of the carrying amounts and fair value ofthe financial instruments, other than those with carrying amounts that arereasonable approximations of fair values

Financial assetsCash andcash equivalents 1923896 1512757 4416028 1923896 1512757 4416028Trade receivables 37949194 35640711 29051446 37949194 35640711 29051446Other financial assets 3424274 4308959 5478004 3424274 4308959 5478004Total 43297364 41462427 38945478 43297364 41462427 38945478Financial liabilitiesBorrowings 1229030 458152 684663 1229030 458152 684663Trade payables 74080120 53975221 33956987 74080120 53975221 33956987Other financial liabilities 978492 226511 1100232 978492 226511 1100232Total 76287642 54659884 35741882 76287642 54659884 35741882

Particulars Carrying value Fair valueMar-18 Mar-17 Mar-16 Mar-18 Mar-17 Mar-16

2.34 Financial Risk Management:

The Company’s activities expose it to a variety of financial risks, including credit risk,liquidity risk and Market risk. The Company’s risk management assessment andpolicies and processes are established to identify and analyze the risks faced by theCompany, to set appropriate risk limits and controls, and to monitor such risks andcompliance with the same. Risk assessment and management policies and processesare reviewed regularly to reflect changes in market conditions and the Company’sactivities. The Board of Directors, risk management committee and the AuditCommittee is responsible for overseeing the Company’s risk assessment andmanagement policies and processes.

a. Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty toa financial instrument fails to meet its contractual obligations, and arises principallyfrom the Company’s receivables from customers. Credit risk is managed throughcredit approvals, establishing credit limits and continuously monitoring thecreditworthiness of customers to which the Company grants credit terms in the normalcourse of business. The Company establishes an allowance for doubtful debts andimpairment that represents its estimate of expected losses in respect of trade andother receivables and investments.

72

Trade Receivables-The Company’s exposure to credit risk is influenced mainly bythe individual characteristics of each customer. The demographics of the customer,including the default risk of the industry and country, in which the customer operates,also has an influence on credit risk assessment. Credit risk is managed throughcredit approvals, establishing credit limits and continuously monitoring thecreditworthiness of customers to which the Company grants credit terms in the normalcourse of business. On account of adoption of Ind AS 109, the Company usesExpected Credit Loss (ECL) model for assessing the impairment loss. As Companytrade receivables are realised within normal credit period adopted by the company,hence the financial assets are not impaired.

Financial assets that are neither past due nor impaired - None of the Company’scash equivalents, including deposits with banks, were past due or impaired as at 31March 2018.

Liquidity Risks:

Liquidity risk is the risk that the Company will not be able to meet its financial obligationsas they become due. The Company manages its liquidity risk by ensuring, as far aspossible, that it will always have sufficient liquidity to meet its liabilities when due,under both normal and stressed conditions, without incurring unacceptable losses orrisk to the Company’s reputation.

As of 31 March 2018, the Company had working capital (current assets less currentliabilities) of Rs.(1,55,49,648) including cash and cash equivalents of Rs. 19,23,896and as of 31 March, 2017 the Company had working capital of Rs.(1,53,93,781),including cash and cash equivalents of Rs.15,12,757.

The table below provides details regarding the contractual maturities of significantfinancial liabilities as at 31 March 2018:

Trade payables 74080120 - - - - 74080120Long term borrowings 978492 1060988 168042 - - 2207522

Particulars 2019 2020 2021 2022 Thereafter Total

Market Risks:

Market risk is the risk that changes in market prices such as foreign exchange rateswhich will affect the Company’s financial position. Market risk is attributable to allmarket risk sensitive financial instruments including foreign currency payables.

CAPITAL MANAGEMENT

The Company’s objective for capital management is to maximize shareholder wealth,safeguard business continuity and support the growth of the Company. The Company

73

determines the capital management requirement based on annual operating plansand long term and other strategicinvestment plans. The funding requirements aremet through equity, borrowings and operating cash flows required.

The company's Debt Equity ratio is as follows:

Particulars 2018 2017

Total Debt 9894835 78860508

Total Equity 120224712 116575843

Debt Equity Ratio 0.82:1 0.68:1

2.35 Contingent Liabilities and Commitments: NIL NIL

2.36 Additional Information

Class of Goods Manufactured 2017-18 2016-17Liquid Orals, Tablets & Powders :

1. Licensed Capacity N.A. N.A.

2. Installed Capacity on Single Shift BasisLiquids in KL 6000 P.A 6000 P.A

Tablets in Millions 5400 P.A 5400 P.A

Capsules in Millions 3000 P.A 3000 P.A

Pastes, Creams & Ointments in M.T 4500 P.A 4500 P.A3. Actual Production

For conversion

Liquids (KL) 190.264 223.510

Pastes & Creams(MT) 1570.849 1732.937 b) Own Production :

Liquids (KL) 0.00 0.00

Tablets(Millions) 743.80 1059.84

Pastes & Creams(MT) 8.55 0Opening Stock of Finished Goods :



Pastes & Creams(MT) 0.00 0.00Closing Stock of Finished Goods :



Pastes & Creams(MT) 0.00 0.00

74

Particulars

2017-18

QTY QTYValue

(Rs. In '000)

4. Sales Turnover & Processing charges : Tablets(Millions) 733.332 153194.79 1080.59 96917.94 Pastes & Creams(MT) 8.55 6353.63 0.00 0.00 Interest Earned 57.623 40.788 Traded Goods / Commission 5821.10 8578.47 Procession & Conversion (Incl. Excise Duty paid) 53938.03 100885.13Total 219365.17 206422.33

2016-17Value

(Rs. In '000)

75

Stock Item2017-18

QTY QTYValue

(Rs. In '000)

Stock Item Levonogestrel 95.00 20082.97 64.38 11805.60 Ethenylestradial 12.33 2019.40 4.70 902.39 Ferrous Fumarate 9840.74 1632.62 31150.00 5719.14 Ethyl Cellulose 300.06 747.75 7535.18 3489.92 Iso Propyl Alcohol 28266.13 3291.84 25025.61 4054.65 S.S.G 2379.47 209.06 2201.16 261.94 PVPK-30 1711.30 616.21 1709.01 898.94 Lactose 37253.88 5578.51 50412.02 9577.78 Magnesium Sterate 1225.00 163.17 988.33 176.42 Maize Starch 9000.19 406.88 8294.50 355.34 Talcum Powder 1533.29 55.14 1704.59 55.64 Acacia Farnesiana (Irimed) 33.75 279.55 0.00 0.00 Polysorbate 1200.12 176.85 0.00 0.00 Honey BP 2000.15 320.02 0.00 0.00 Coolmints Flavour 250.12 184.22 0.00 0.00 Carbopol 934 185.18 100.38 0.00 0.00 Essence Chemical & Others 36224.41 3630.35 Total(A) 72088.99 40928.10 Consumption of Packing Matetial (like Laminated Tubes PVC Foils, Alu.Foils,Cartoons & Catch Cards) 38012.60 24593.19Total Consumption 110101.59 65521.29

2016-17Value

(Rs. In '000)

As per our report even date attached For and on behalf of the BoardFor Sathuluri & Co. Sd/- Sd/-Chartered Accountants MANEESH R. SAPTE Y.N.BHASKAR RAOFirm Regn. No. 006383S Managing Director Whole Time DirectorSd/- DIN:00020450 DIN: 00019052(S.S. PRAKASH)Proprietor Sd/- Sd/-M.No.202710 ABHISHEK WAKCHAURE N.E.V.PRASAD RAOPlace: Hyderabad Company Secretary CFODate: 30-05-2018 A40891

2.37 Consumption of Raw Materials & Packing Materials

76

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

CIN : L24239TG1981PLC002915

Registered folio no. / Client IDName of Company : Phaarmasia Limited

Registered office : 16, Phase III, I.D.A, Jeedimetla, Hyderabad-500 055

Name of member(s) :

Registered address :

Email ID :

Folio No/Client ID :

DP ID :

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name : …………………………………………...………………………...………………………...

Address :…………………………………………………………………...………………………...

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

Signature: ……………………………………………..., or failing him

2. Name : …………………………………………...………………………...………………………...

Address :…………………………………………………………………...………………………...

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

Signature: ………………………...……………………, or failing him

3. Name : ……………………………………………………...………………………...……………...

Address :…………………………………………………………………...………………………...

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

Signature: ……………………………………………...

PHAARMASIA LIMITEDCIN: L24239TG1981PLC002915

16, Phase III, I.D.A., Jeedimetla, Hyderabad – 500 055Telephone: 040-23095002/23095690

Form No. MGT-11PROXY FORM

77

as my proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 37th AnnualGeneral Meeting of the Company to be held on, Saturday, the 22nd September, 2018 at03.00 P.M at the registered office of the company situated at 16, Phase – III, I.D.A, Jeedimetla,Hyderabad, Telangana - 500055 and at any adjournment thereof in respect of such resolutionsas are indicated below:

Signed this ......................................... day of .................................., 2018

_________________ __________________

Signature of member Signature of proxy

Note: This form of proxy, in order to be effective should be duly completed, signed and depositedat the Registered Office of the company, not less than 48 hours before the commencement ofthe meeting.

AffixRevenueStamp

Sl.No. Resolution(s)For

VoteAgainst

1 To receive, consider and adopt the audited financialstatements for the year ended 31st March, 2018 along withNotes, Directors' Report and Auditors' Report thereon

2 To appoint a Director in place of Mrs. Rashmi Sapte (DIN:00334247) who retires by rotation at this Annual GeneralMeeting, and being eligible, offers herself for re-appointment.

3 To consider and approve the appointment of Mr. Maneesh R.Sapte as the Managing Director of the company

4 To consider and approve the enhancement in remunerationof Mr. Y. N. Bhaskara Rao, Whole Time Director.

78

PHAARMASIA LIMITEDCIN: L24239TG1981PLC002915

16, Phase III, I.D.A., Jeedimetla, Hyderabad – 500 055Telephone: 040-23095002/23095690

ATTENDANCE SLIP37TH ANNUAL GENERAL MEETING

TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL

I hereby accord my presence at the 37th Annual General Meeting of theCompany at the registered office of the Company situated at 16, Phase III,I.D.A, Jeedimetla, Hyderabad, Telangana – 500 055 on Saturday, the 22ndday of September, 2018 at 03.00 P.M

Name of the member: .......................................................................

Regd Folio No/Client ID No*: ............................................................

Name of the Proxy/Representative

(in Block Letters)

(To be filled in if the proxy/representative

attends instead of Member) : ..............................................................

Signature of member or proxy/representative ..........................................

* applicable for members holding shares in demat mode

79

By Regd. Post

To Date:

The ShareholderPhaarmasia Limited

Dear Sir/Madam,

Sub: Submission of your Bank account details & PAN Card copy – Reg

Ref : SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018

Unit :

Please refer to the above SEBI circular which is available on the website of the SEBI and if youso desire, you can download a copy of the same from the SEBI website. The above SEBIcircular ,deals with and stipulates various guidelines to be followed by RTA, Bankers to theIssue and Issuer Companies and one such guideline which is relevant your holdings isreproduced herein below

“In cases where bank account details of the securities holder is not available with RTA or thereis change in bank account details, RTA shall obtain account details along with cancelled chequeto update the securities holder’s data. The original cancelled cheque shall bear the name of thesecurities holder failing which securities holder shall submit copy of bank passbook /statementattested by the bank. RTA shall then update the bank details in its records after due verification”.

“Issuer Companies through their RTAs shall take special efforts to collect copy of PAN, andbank account details of all securities holders holding securities in physical form as mentionedbelow”.

You are advised to note the above guidelines of SEBI, for compliance and send us a cancelledcheque in respect of your bank account and where applicable, along with Bank statement orcopy of the pass book duly attested by the bank for updating of your account details in ourrecord. Apart from the above, you are also advised to furnish self attested PAN card copy andupdation form as per enclosed format within 21 days from the date of receipt of this letter.

You may also note that as per the SEBI guidelines in force, shares in physical form cannot betraded as such, you are also advised to convert your shares into demat mode and in case youwant opt to demat, you need not furnish the above details.

Please note that every listed entity is required to transfer the entire physical holding of thosewho fails to respond to this letter and comply with the above within 180 days of the SEBIcircular under subject, to company’s suspense account.

Thanking you,

Yours faithfully,For Venture Capital and Corporate Investments Private Limited,

Sd/-Authorised Signatory.

Venture Capital and Corporate Investments Private Limited12-10-167, Bharat Nagar, Hyderabad – 500 018,

Tel No.040-23818475/76, Fax No.040-23868024, email id: [email protected]

80

UPDATION FORM(Fill in Capital Letters)

ToVenture Capital and Corporate Investments Private Limited,12-10-167, Bharat Nagar,Hyderabad – 500 018

Dear Sir,In terms of SEBI Circular dated 20.04.2018 and rules made under, I wish to informyou that update my details given below in your records and I enclosed herewith copyof my self attested PAN Card, cancelled cheque and Bank Passbook 1st Page. If anychange in address enclose the address proof.

Company Name:

1st Holder Name

PAN No.

Father’s Name

Address 1

Address 2

Address 3

City.

Mobile No

Email Id

Bank account no.

Bank Name

Branch Name

IFSC MICR

2nd Holder Name

PAN No.

3rd Holder Name

PAN No.

1st Holder Signature

2nd Holder Signature

3rd Holder Signature

Date: Place:

PH

AA

RM

AS

IA L

TD

.37th

AG

M

title phaarmasia 37th c - bombay stock exchange · 1. corporate information 1 2. notice of thirty...

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