Poly Medicure Limited

Annual Report 2015-16

Corporate Information
Board of Directors
Bankers
Chairman State Bank of India
Devendra Raj Mehta Citibank N.A.

Non-Executive Independent Directors Auditors

Prakash Chand Surana M/s Doogar & Associates
Yeshwant Singh Choudhary New Delhi
Shailendra Raj Mehta
Cost Auditors
Non-Executive Director M/s Jai Prakash & Co.
Jugal Kishore Baid Faridabad
Mukulika Baid
Registrar and Transfer Agents
Managing Director MAS Services Limited,
Himanshu Baid T-34, 2nd Floor,
Okhla Industrial Area, Phase-II,
Executive Director New Delhi-110020
Rishi Baid Tel:+ 91(011)-26387281/82
Fax No. 011- 26387384
Company Secretary E-mail: mas_serv@yahoo.com
Avinash Chandra Website: www.masserve.com

Key Executives Registered Office

Vishal Baid, President (Corporate Sales & 232B, 3rd Floor, Okhla Industrial Estate, Phase III
Marketing) New Delhi – 110020 (India)
V. K. Khera, Sr. V P (Export) Tel No.: 91 11 - 26321838, 81, 89, 93
J. K. Oswal, V P (Finance) and CFO Fax No.: 91 11 – 26321839, 94
Hemant Bhalla, V P (Sales & Marketing) Email: investorcare@polymedicure.com
Website: www.polymedicre.com
CIN: L40300DL1995PLC066923

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Annual Report 2015-16

Inside this Report:

Company Key Performance Indicator 3
Overview Manufacturing Facilities 4
Product Range 5
Financial Highlights 6
Letter to Shareholders 7
Statutory Notice of Annual General Meeting 11
Reports Directors’ Report 20
Management Discussion and Analysis 46
Report on Corporate Governance 58
Financial Independent Auditors’ Report on Financial
72
Statements Statements
Balance Sheet 77
Statement of Profit and Loss 78
Cash Flow Statement 79
Significant Accounting Policies 80
Notes on Financial Statements 84
Independent Auditors’ Report on Consolidated
104
Financial Statements
Consolidated Balance Sheet 109
Consolidated Statement of Profit and Loss 110
Consolidated Cash Flow Statement 111
Significant Accounting Policies on Consolidated
112
Accounts
Notes on Consolidated Accounts Financial
116
Statements
Statement of Salient features of the Financial
137
Statements of Subsidiaries and Associate

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Annual Report 2015-16

Key Performance Indicators:

Revenue (₹ Crore) EPS (₹) Adjusted with bonus
15-16 394.48 15-16 10.72

14-15 373.69 14-15 13.83

13-14 312.33 13-14 9.77

12-13 252.24 12-13 5.46

11-12 209.92 11-12 4.38

PAT (₹ Crore) Gross Fixed Assets (₹ Crore)

15-16 47.31 15-16 312.31

14-15 61.02 14-15 261.95

13-14 43.03 13-14 213.36

12-13 24.03 12-13 157.19

11-12 19.26 11-12 135.39

EBIDTA (₹ Crore) Dividend (in %), Adjusted with bonus

15-16 92.85 15-16 60
14-15 90.85 14-15 50
13-14 73.70 13-14 40
12-13 51.52 12-13 40
11-12 45.77 11-12 30

Net Worth (₹ Crore) Market Capitalisation (₹ Crore)

15-16 226.49 15-16 1252.38

14-15 191.97 14-15 2226.85

13-14 144.30 13-14 996.56

12-13 111.04 12-13 495.56

11-12 92.90 11-12 279.28

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Annual Report 2015-16

Manufacturing Facilities

Unit I at Faridabad, Haryana Unit II at Faridabad, Haryana

Unit III at Haridwar, Uttarakhand Unit IV at SEZ Jaipur, Rajasthan

100% Subsidiary in China

Automatic Production Lines

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Annual Report 2015-16

Product Range:
Gastroenterology
Infusion Therapy Ryle's Tubes
Safety I.V. Cannula
Levin's Tubes
I.V. Cannula
Infant Feeding Tubes
Quick Flashback I.V. Cannula
Mucus Extractors
Needle Free Systems
Umbilical Catheter
Three Way Stop Cocks
Feeding Bag
I.V. Infusion Sets
I.V. Flow Regulators Blood Management & Blood Collection Systems
Extension Lines Blood Administration Sets
CVP Manometer Blood Bag Systems
Safety Scalp vein Sets Blood Collection Tubes and Needles
Vial Access Spike Safety Blood Collection Sets
Burette Set Quadruple Blood Bag with In-Line RBC Filter
Blood Collection Needle with flashback
Central Venous Access Catheters Luer Adaptor
Central Venous Catheters (Single / Double / Triple Standard Needle Holder
Lumen) ESR Pipette
Anaesthesia Surgery and Wound Drainage
Oxygen Catheters Redon Drains
Suction Catheters Thoracic Drainage Catheters
Guedel Airways Abdominal Drainage Sets
Respiratory Exerciser Under Water Seal Drainage Systems
Nasal Oxygen Tubes Yankauer Suction Sets
Oxygen Masks
Aerosol Therapy masks Dialysis
Fixed Concentration Masks Fistula Needles
Endotracheal Tubes Safety Fistula Needles
Tracheostomy Tubes Blood Lines
Spinal Needles Haemodialysis Catheter
Catheter Mount Peritoneal Dialysis Set
Peritoneal Dialysis Transfusion Set
Urology
Urine Collection Bags Others
Measured Volume Urine Meter Injection Stopper
Urine Drainage Catheters Insulin Syringes
TUR Sets Umbilical Cord Clamps
Foley Balloon Catheters Sputum Collector
Irrigation Sets Dry Brush
Leur Lock Injection Site
Cannula Fixator
Universal Cap

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Annual Report 2015-16

Financial Highlights (Standalone)

(₹ in lacs)
2015-16 2014-15 2013-14 2012-13 2011-12

Revenue From Operations (Net) 39,447.84 37,368.83 31,233.32 25,223.79 20,891.86

Total Revenue 40,286.34 38,190.97 31,339.52 25,260.55 20,953.81
Earnings Before Depreciation, Finance 9,284.65 9,085.46 7,369.56 5,152.02 4,577.28
Cost and Tax Expenses (EBDIT)
Depreciation and Amortisation 2,018.79 1,808.99 1,351.06 1,182.06 995.52
Exceptional Items - (1,957.80) (991.46) - -
Net Profit 4,730.75 6,101.72 4,303.21 2,402.92 1,925.96
Dividend Payout 1323.40 1,102.84 881.33 440.50 330.38
Equity Share Capital 2205.67 2,205.67 2,203.32 1,101.25 1,101.25
Reserves and Surplus 20,177.89 16,991.29 12,226.21 10,002.73 8,188.32
Net Worth 22,383.56 19,196.96 14,429.95 11,103.98 9,289.57
Gross Fixed Assets 30,217.75 26,194.87 21,335.69 15,719.38 13,539.00
Net Fixed Assets 19,096.77 17,046.39 14,008.95 9,715.95 8,673.33
Total Assets 37,585.03 35,445.67 28,248.21 21,193.00 17,976.48
Market Capitalisation 1,25,238.06 2,22,684.65 99,656.00 49,556.00 27,928.00
Number of Employees 1594 1586 1478 1329 1210

Key Indicators
2015-16 2014-15 2013-14 2012-13 2011-12
Earnings Per Share - (₹)* 10.72 13.83 9.77 5.45 4.37
Book Value Per Share - (₹)* 50.74 43.52 32.75 25.21 21.09
Debt : Equity Ratio 0.35:1 0.40:1 0.46:1 0.44:1 0.49:1
EBDIT/ Net Turnover % 23.54% 24.31% 23.60% 20.43% 21.91%
Net Profit Margin % 11.99% 16.33% 13.78% 9.53% 9.22%
RONW % 21.13% 31.78% 29.82% 21.64% 20.73%

*Adjusted for issue of Bonus Share in FY 2013-14 in the ratio of 1:1

*Adjusted for sub-division of nominal face value of one equity share of ₹ 10 each into two equity share of ₹ 5
each in FY 2014-15.

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LETTER FROM THE CHAIRMAN

Corporate Governance and Ethical Management are

critical aspects of modern business. Your Company not
only seeks to pursue efficient management and ensure
global competiveness but also fulfill the corporate social
responsibility through ethical and sustainable
management. Today, Our Company is contributing to the
Corpus of various reputed NGO's which has been
strengthening livelihood by removing hunger, malnutrition
and promoting the education. To this end, the Board has
adopted a number of policies to support good corporate
citizenship that is important for our long-term success and
creating value for our stakeholders.
Our employees contribute significantly to our business
operations. Employee training and development is a
shared responsibility of management and the individual
employee. We are focusing on recruiting, training,
employee relations or benefits, through Training and
development, we ensure that employees are trained and
Dear Shareholders,
have continuous development.
I am Delighted to present 21st Annual Report of your Further, your company is continuously strives for the
Company for F.Y. 2015-16. advancement and betterment of its products. The
Company is hiring talented engineers time to time and
I will begin with our vision of "Highest Quality of
making our R&D department more stronger. Our new
Healthcare to the mankind at affordable prices" keeping in
Research and Development center, with an investment of
eyes such vision we have started the Company in 1995. ₹ 12.5 crore will be operational by Q3 of fiscal 2016.
And this is more pleasant to share with you that we have
succeeded to greater extent in fulfillment of such vision. Going forward, we shall also bring in more
We are providing our products of medical devices in more efficiencies/automation in our business processes in order
than 95 Countries and in a major portion of India on a to provide greater value to our stakeholders. We are also
reasonable prices without compromising in the quality. in process of implementing SAP based ERP solution and
the benefits of the same will be seen in near future.
Despite the current challenges compared to global market,
Through our new investment of approximately ₹ 60 crore
some of the advantages India will continue to offer in
in the green field project at IMT Faridabad in Haryana,
areas like reduced cost of labor, a high level of technical which is scheduled to be commissioned in third quarter of
expertise, and funding from governments for R&D
2017 with all statutory approvals, we will significantly
investment to accelerate new product development has
broaden our existing manufacturing facilities to tap on new
made India most favored destinations for outsourcing market opportunities in the field of Oncology, Nephrology
manufacturing services. With more and more & Respiratory care segments.
multinational firms are looking at customizing their
products to suit country specific requirements, the The company through its innovative manufacturing and
segment is only likely to grow in the coming years. R&D efforts will launch 8-10 new products in the coming
financial year. Our international market strategy includes,
Your Company has demonstrated an impressive financial Increasing the basket of products with existing customers,
performance during the year 2015-16 as Company's total
Organizing Training Program for Global Distributors,
revenue increased from ₹ 398.47 crore to ₹ 420.52 crore
Participation in various conferences and exhibitions,
during the year. Likewise, EBIDTA expanded to ₹ 94.04 appointment of representatives in key markets.
crore as against ₹ 92.24 crore during the preceding year.

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The Journey is very pleasant yet, it is just the beginning

phase of the Company, going forward, we shall continue to
create value for our customers through innovation.
I will conclude with the resolve that we will continuously
seek and strive to do good act better and do what is best
for us and our stakeholders. Every success and every
achievement on individual and on organizational level will
be a big achievement.

D. R. Mehta New Delhi

th
Chairman 8 August 2016

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Annual Report 2015-16

A LETER TO THE SHAREHOLDES FROM THE MANAGING handsome dividends. In the year under review an interim
DIRECTOR dividend of ₹ 2.50 per Share was declared and paid,
further the Board has also recommended a final dividend
of ₹ 0.50 per share for the financial year ended on 31st
March, 2016.
The Company is in the process of expanding its product
range in Infusion Therapy and Blood Management
products. Several new products are in the development
phase and will be launched in next 6 to 12 months.
Through its strong R & D base the Company is focusing on
new product categories like Nephrology, Oncology and
Respiratory care products. Products under these new
categories will be available in next 12 to 24 months.
In view of the government's emphasis on "Make in India"
& mushrooming of hospitals of all sizes and categories in
the Country, and a general sluggishness in the global
healthcare market, our plans to focus more on the
domestic markets in the immediate future has started to
Dear Shareholders, yield good results.

As we enter the two decades of Poly Medicure’s business I We have been recognized as the highest exporter of plastic
wish to thank all my colleagues, investors and stakeholders medical disposables/ surgical devices from 2011-12 to
for their continuous support in growth and development 2014-15 (continuously for 4 years) by the Plastics Export
of the Company. Promotion Council, sponsored by Department of
Commerce, Government of India, and have also received
During the last 2 decades Poly Medicure has provided the the ‘Gold Award’ for 2014-15 in recognition of our
patients high quality medical devices at affordable prices commendable contribution in Medical Devices/ Surgical/
and helped in saving major costs. Diagnostics Category from the Pharmaceuticals Export
During the last 12 months your company has entered into Promotion Council of India, supported by the Department
several new markets and is now exporting its products to of Commerce, Government of India. Approximately 65.57%
more than 95 countries. We have also made significant of our total revenues were attributable to export of our
progress in the home market. The company’s products are products for fiscal 2016.
present in over 3000 key hospitals and has expanded its Going forward our top priorities for the next few years are
Distributor & Dealer network in every State. The Company as follows:
has also added over 80 persons in Domestic Sales and
Marketing team over past 12 months. 1. Focus on domestic market and increase reach to
5000 Hospitals in next 2 years
The Company believes in strong values, rich heritage, 2. Increase focus on critical care products
commitment to consumer satisfaction and a culture of 3. Accelerate introduction of new products by
Innovation, Safety and Quality. These remain the key expanding the R & D team
pillars of our strength and foundation for future growth. 4. Focus on Technology Up gradation and
I am pleased to share with you the financial performance Automation
during financial Year 2015-16. Your Company achieved a 5. Tie up with Key Academic Institutions
net sales of ₹ 412.25 Crores, as against the ₹ 390.35 Crore 6. Expand export business with fast tracking
in previous financial year. EBIDTA improved to ₹ 94.04 Registration process in Startegically important
Crores as from ₹ 92.24 Crores in the preceding year. Your markets.
company has continues to reward its shareholders with

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Finally I would like to extend my sincere gratitude to all our

stakeholders, bankers, customers, employees for their
continuous support in development and growth of the
Company. We are confident to take the Company to newer
heights and continue on our efforts to improve affordable
cost effective Medical devices to all Humanity.

With Best wishes,

Himanshu Baid New Delhi

th
Managing Director 8 August 2016

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Annual Report 2015-16

NOTICE Special Business

st
Notice is hereby given that the 21 Annual General 5. To consider and if thought fit, to pass with or without
Meeting (AGM) of the members of “Poly Medicure modification(s), the following resolution as a Special
th
Limited” will be held on Tuesday, the 27 September, Resolution:
2016 at 10:00 a.m at Alpha Hall, 2nd Floor, National Co-
operative Union of India, 3, Siri Institutional Area, August ESOP Scheme 2016
Kranti Marg, New Delhi- 110016, to transact the
following business: “RESOLVED THAT pursuant to the provisions of
Section 62(1)(b) and all other applicable provisions if
Ordinary Business
any, of the Companies Act, 2013, (“the Act”), and in
1. To receive, consider and adopt accordance with the provisions of the Memorandum
and Articles of Association of the Company,
• the Audited Financial Statement of the Company for
st provisions of the Securities and Exchange Board of
the Financial Year ended 31 March, 2016 together
India (Share Based Employee Benefits) Regulations,
with the reports of the Board of Directors and
2014 (“the ESOP Guidelines”) (including any statutory
Auditors thereon; and
modification(s) or re-enactment of the Act or the
• the Audited Consolidated Financial Statements of
st ESOP guidelines for the time being in force),
the Company for the Financial Year ended 31
provisions of the Securities and Exchange Board of
March, 2016 together with the report of Auditors
India (Listing Obligations and Disclosure
thereon.
Requirements) Regulations, 2015 or other relevant
2. To declare dividend on Equity Shares for the Financial authority, and subject to such approval(s),
st
Year ended 31 March, 2016 and to ratify the permission(s), sanction(s) and approval and consent
payment of interim dividend of ₹ 2.50 per share paid of the Company be and is hereby accorded to the
on 10th March, 2016 by the Board of Directors. Board of Directors (hereinafter referred to as “the
Board”) which term shall be deemed to include any
3. To appoint a Director in place of Shri Rishi Baid (DIN:
committee including ESOP Compensation Committee
00048585) who retires by rotation at this Annual
of the Board, to formulate an ESOP Scheme 2016 and
General Meeting and being eligible has offered
to create, offer, issue and allot in one or more
himself for re-appointment.
tranches under the said proposed ESOP Scheme 2016
4. To ratify the appointment of Auditors and to fix their at any time to or to the benefit of such employee(s)
remuneration and in this regard to consider and if and directors of the Company such number of Equity
thought fit, to pass, with or without modification(s), Shares including options and/or any other instrument
the following resolution as an Ordinary Resolution: or securities which could give rise to the issue of
Equity Shares (hereinafter collectively referred to as
“RESOLVED THAT pursuant to the provisions of “Securities”) of the Company, upto 50,000 options in
Section 139 and all other applicable provisions, if any, aggregate which is not exceeding 0.5% of the paid up
of the Companies Act, 2013 and Rules framed Equity Share Capital of the Company, at such price
thereunder, as amended from time to time, the and on such terms and conditions as may be fixed or
Company hereby ratifies the appointment of M/s determined by the Board in accordance with the
Doogar & Associates, Chartered Accountants (Firm guidelines or other applicable provisions of any laws
Registration No. 000561N), as Statutory Auditors of as may be prevailing at that time.
the Company, to hold office from the conclusion of
this Annual General Meeting till the conclusion of the RESOLVED FURTHER THAT the Board be and is
next Annual General Meeting of the Company and hereby authorized to formulate, evolve, decide upon
that the Board of Directors be and are hereby and bring into effect ESOP Scheme 2016 (hereinafter
authorized to fix such remuneration as may be referred to as Scheme) on such terms and conditions
agreed upon between the Auditors and the Board of as contained in the relevant Explanatory Statement to
Directors.” this Notice and to make any modification(s),

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Annual Report 2015-16

change(s), variation(s), alteration(s) or revision(s) in

the terms & conditions of the Scheme from time to b. Nature of Relationship: M/s Vitromed Healthcare
time including but not limited to amendments with is a Firm in which Shri Jugal Kishore Baid, Shri Rishi
respect to vesting period, exercise price, eligibility Baid, Shri Vishal Baid & M/s Polycure Martech
criteria, vesting schedule or to suspend, withdraw or Limited are partners. Fourth Partner in the firm is
review the Scheme. a Limited Company in which the Directors and
their relatives are shareholders.
RESOLVED FURTHER THAT the new Equity Shares to
be issued and allotted by the Company in the manner c. Duration & Particulars of the Contract: 3 (Three)
aforesaid shall rank pari-passu in all respects with the Years i.e 2016-17 to 2018-19.
existing Equity Shares of the Company.
d. Material Term(s) of the Contract or
RESOLVED FURTHER THAT the Company shall arrangement(s) including the value, if any: The
conform to the Accounting Policies prescribed from Company hereby agrees to sell its products and
time to time under ESOP Guidelines. components of Medical Devices to the buyer on
fair price basis/Prevailing market rates.
RESOLVED FURTHER THAT the Board be and is
hereby authorized to take necessary steps for listing e. Any Advance paid or received for the contract or
of the securities, allotted under the Scheme, on the arrangement, if any: Nil
Stock Exchanges where the Securities of the Company
are listed as per the provisions of the Listing f. Manner of determining the pricing and other
Agreement with the respective Stock Exchange and commercial terms both included as part of the
other applicable guideline(s), Rule(s) and Contract: The Company sells its Product(s) and
Regulation(s) concerning therewith. component(s) to Vitromed Healthcare, Jaipur on
prevailing market rates/arm’s length basis.
RESOLVED FURTHER THAT for the purpose of giving
effect to the above resolution the Board be and is g. Whether all other factors relevant to the contract
hereby authorized to do all such act(s), deed(s), have been considered: All factors have been
matter(s) and things as may be necessary or considered.
expedient and to settle any question or difficulties or
doubts that may arise in this regard at any stage h. Any other information: Delivery shall be made
including at the time of listing of securities without within 90 days from the date of order and
requiring the Board to secure any further consent or payment shall be made within 90 days from the
approval of the members of the Company in this date of supplies.
regard.”
7. To consider and if thought fit, to pass with or without
6. To consider and if thought fit, to pass with or without any modification the following Resolution as a Special
any modification the following Resolution as a Special Resolution:
Resolution:
“RESOLVED THAT in pursuance of Section 188 of the
“RESOLVED THAT in pursuance of Section 188 of the Companies Act, 2013 and any other applicable
Companies Act, 2013 and any other applicable provisions, if any, and rules made there under, from
provisions, if any, and rules made there under, from the time being in force, the consent of the Company
the time being in force, the consent of the Company be and is hereby accorded for entering into a
be and is hereby accorded for entering into a Sales Purchase Contract as mention below:
Contract as mention below:
a. Name of the Related Party and relationship: M/s
a. Name of the Related Party and relationship: M/s Vitromed Healthcare, Jaipur, the partnership firm.
Vitromed Healthcare, Jaipur, the partnership firm.

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Poly Medicure Limited
Annual Report 2015-16

b. Nature of Relationship: M/s Vitromed Healthcare b. Duration & Particulars of the Contract: 3 (Three)
is a Firm in which Shri Jugal Kishore Baid, Shri Rishi Years i.e 2016-17 to 2018-19.
Baid, Shri Vishal Baid & M/s Polycure Martech
Limited are partners. Fourth Partner in the firm is c. Material Term(s) of the Contract or
a Limited Company in which the Directors and arrangement(s) including the value: The Company
their relatives are shareholders. agrees to sell goods and materials, for the
maximum amount of ₹ 20 crores per annum.
c. Duration & Particulars of the Contract: 3 (Three)
Years i.e 2016-17 to 2018-19. d. Any Advance paid or received for the contract or
arrangement, if any: Nil
d. Material Term(s) of the Contract or
arrangement(s) including the value, if any: The e. Manner of determining the pricing and other
Company hereby agrees to purchase the products commercial terms both included as part of the
and components of Medical Devices from the Contract: All proposed transactions would be
seller on fair price basis/Prevailing market rates. carried out as part of the business requirements of
the company and are to be on arm’s length basis.
e. Any Advance paid or received for the contract or Further the Company also subject to transfer
arrangement, if any: Nil pricing norms prevalent in the Country.

f. Manner of determining the pricing and other f. Whether all other factors relevant to the contract
commercial terms both included as part of the have been considered: All factors have been
Contract: The Company will purchase the medical considered.
Product(s) and component(s) from Vitromed
Healthcare, Jaipur on prevailing market g. Any other information: Nil”
rates/arm’s length basis.
9. To consider and if thought fit, to give assent/dissent
g. Whether all other factors relevant to the contract to the following Resolutions as Ordinary Resolution:
have been considered: All factors have been
considered. “RESOLVED THAT pursuant to the provisions of
Section 148 of the Companies Act, 2013, read with
8. To consider and if thought fit, to pass with or without Rule 14 of the Companies (Audit and Auditors) Rules,
any modification the following Resolution as a Special 2014, and other applicable provisions, if any,
Resolution: payment of Remuneration of ₹ 40,000/- (plus
applicable taxes) to M/s. Jai Prakash & Company, Cost
“RESOLVED THAT in pursuance of Section 188 of the Accountants, who were appointed by the Board of
Companies Act, 2013 and any other applicable Directors in their Meeting held on 8th August 2016
provisions, if any, and rules made there under, from for conducting the audit of cost records of the
the time being in force, the consent of the company Company for the financial year ending 31st March
be and is hereby accorded for sale of goods and 2017, be and is hereby approved and ratified;
materials as mention below:
RESOLVED FURTHER THAT the Board of Directors of
a. Name of the Related Party and relationship: M/s the Company be and is hereby authorised to do all
Ultra for Medical Products, Egypt. acts, deeds, matters, things and take all steps as may
Joint venture in which the Company has 23% be necessary, proper or expedient to give effect to
shareholding and Shri Himanshu Baid and Shri this resolution.”
Rishi Baid, Directors of the Company are also
Directors in Joint Venture. 10. To consider and determine the fees for delivery of
any document through a particular mode of delivery
to a member and in this regard, to consider and, if

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Poly Medicure Limited
Annual Report 2015-16

thought fit, to pass the following resolution as an A MEMBER OF THE COMPANY. THE INSTRUMENT
Ordinary Resolution: APPOINTING A PROXY SHOULD BE DEPOSITED AT
THE REGISTERED OFFICE OF THE COMPANY NOT
“RESOLVED THAT pursuant to section 20 and other LESS THAN 48 HOURS BEFORE THE TIME OF
applicable provisions, if any, of the Companies Act, HOLDING THE MEETING.
2013 and relevant Rules prescribed thereunder, upon 2. A PERSON SHALL ACT AS PROXY ON BEHALF OF
receipt of a request from a member for delivery of MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING
any document through a particular mode an amount IN THE AGGREGATE NOT MORE THAN TEN PERCENT
of ₹ 50/- (Rupees Fifty Only) per each such document, (10%) OF THE TOTAL SHARE CAPITAL OF THE
over and above reimbursement of actual expenses COMPANY. A MEMBER HOLDING MORE THAN TEN
incurred by the Company, be levied as and by way of PERCENT (10%) OF THE TOTAL SHARE CAPITAL
fees for sending the document to him in the desired CARRYING VOTING RIGHTS MAY APPOINT A SINGLE
particular mode. PERSON AS PROXY AND SUCH PERSON SHALL NOT
ACT AS PROXY FOR ANY OTHER PERSON OR
RESOLVED FURTHER THAT the estimated fees for MEMBER.
delivery of the document shall be paid by the
member in advance to the Company, before dispatch 3. Proxies submitted on behalf of Companies, Societies
of such document. etc., must be supported by an appropriate resolution
/ authorization, as applicable.
FURTHER RESOLVED THAT for the purpose of giving
effect to this resolution, the Key Managerial 4. In case of joint holders attending the meeting, only
Personnel of the Company be and are hereby such joint holder who is higher in the order of names
severally authorized to do all such acts, deeds, will be entitled to vote.
matters and things as they may in their absolute
discretion deem necessary, proper, desirable or 5. Explanatory Statement pursuant to section 102 of the
expedient and to settle any question, difficulty, or Companies Act, 2013 forms part of this Notice.
doubt that may arise in respect of the matter
aforesaid, including determination of the estimated 6. The Register of Members and Share Transfer books of
fees for delivery of the document to be paid in the Company will remain closed from Wednesday,
advance.” 21st September, 2016 to Tuesday, 27th September,
2016, (both days inclusive) for the purpose of
payment of dividend, if any, approved by the
By order of the Board members.
Avinash Chandra
Company Secretary 7. The dividend, if declared at the ensuing Annual
general meeting, would be paid/dispatched on or
after 28th September, 2016 to those persons or their
mandates:
th
Date: 8 August, 2016 a) whose names appear as beneficial owners as at the
th
Registered Office: end of the business hours on 20 September, 2016
232-B, 3rd Floor, Okhla Industrial Estate, Phase III, in the list of beneficial owners to be furnished by
New Delhi -110020. National Securities Depository Ltd. (NSDL) and the
CIN: L40300DL1995PLC066923 Central Depository Services (India) Limited (CDSL) in
respect of shares held in electronic mode, and
Notes: b) whose names appear as Members in the Register of
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE Members of the Company after giving effect to valid
ST
21 ANNUAL GENERAL MEETING IS ENTITLED TO share transfers in physical form lodged with the
APPOINT A PROXY TO ATTEND AND VOTE INSTEAD Company / its Registrar and Transfer Agents on or
OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE before 20th September, 2016.

14
Poly Medicure Limited
Annual Report 2015-16

under, the listed companies may send the Notice of

8. Pursuant to the provisions of the Companies Act the Annual General Meeting and the Annual Report,
1956, the unpaid / unclaimed dividend for the including Financial Statements, Board Report etc. or
financial year 2007-08 has been transferred by the any other communication by electronic mode. The
Company to the “Investor Education and Protection Company is accordingly forwarding soft copies of the
Fund”(IEPF) established by the Central Government. above referred documents to all those members who
have registered their email ids with their respective
9. Pursuant to the provisions of the Companies Act depository participants or with the registrar and
1956, as amended, dividend for the Financial Year transfer agents of the Company. Members are
2008-09 and the dividend for the subsequent years, requested to support this Green Initiative by
which remains unpaid or unclaimed for a period of 7 registering/updating their e-mail addresses with the
years, will be transferred to IEPF. Members who have Depository Participant (in case of Shares held in
so far not encased the dividend warrant(s) For the dematerialised form) or with Registrar and transfer
Financial year 2008-09 are requested to make their agent (in case of Shares held in physical form).
claim to the company / Registrar and Transfer Agents
on or before due date of transfer, failing which the 13. The Company has been maintaining, inter-alia, the
unpaid / unclaimed amount will be transferred to the following statutory registers at its Registered Office at
IEPF. It may also be noted that once the unpaid / 232-B, Third Floor, Okhla Industrial Estate, Phase-III,
unclaimed dividend transferred to the IEPF as above, New Delhi-110020, which are open for inspection in
no claim shall lie against the company or the IEPF in terms of the applicable provisions of the Companies
respect thereof and the members would lose their Act, 2013 by members and others as specified below:
right to claim such dividend. a) Register of contracts or arrangements in which
directors are interested under section 301 of the
10. Members are requested to: Companies Act, 1956 and section 189 of the
a) intimate to the Company’s Registrar and Transfer Companies Act, 2013, on all working days during
Agents, changes, if any, in their registered the business hours. The said registers shall also be
addresses at an early date, in case of Shares held in produced at the commencement of the meeting to
physical form, a person having the right to attend the meeting.
b) intimate to the respective Depository Participant, b) Register of directors’ shareholding under Section
changes, if any, in their registered addresses at an 307 of the Companies Act, 1956 and register of
early date, in case of Shares held in dematerialised directors and KMPs and their shareholding under
form, section 170 of the Companies Act, 2013 on all
c) quote their folio numbers/Client ID/ DP ID in all working days during business hours. The said
correspondence, and registers shall be kept open for inspection at the
d) consolidate their holdings into one folio in case they Annual General Meeting of the Company and shall
hold Shares under multiple folios in the identical be made accessible to a person for attending the
order of names. meeting.

11. To avoid fraudulent transactions, the identity/ 14. Since the Company’s shares are in the compulsory
signature of the members holding shares in demat trading, to ensure better services and
electronic/ demat form is verified with the specimen elimination of risk of holding Shares in physical form,
signature furnished by the NSDL/ CDSL and that of the Company requests the shareholders holding
members holding shares in physical form is verified as shares in physical form to dematerialize their shares
per the records of the Registrar and Transfer agents at the earliest.
of the Company (viz. Mas Services Limited). Members
are requested to keep the same updated. 15. Members can avail of the facility of nomination in
respect of shares held by them in physical form
12. In terms of Section 101 & 136 of the Companies Act, pursuant to the provisions of section 72 of the
2013 read with together with the rules made there Companies Act, 2013. Members desiring to avail of

15
Poly Medicure Limited
Annual Report 2015-16

this facility may send their nomination in the (Record Date for the purpose of Rule 20(3) (vii) of the
prescribed Form to Registrar and Transfer Agents. rules) fixed for determining voting rights of members,
Members holding shares in electronic mode may entitled to participate in the e-voting process of Rule
contact their respective Depository Participants for 20(3) (vii) of the rules) fixed for determining voting rights
availing this facility. of members, entitled to participate in the e-voting
process, through the e-voting platform form provided by
16. The Securities and Exchange Board of India has made NSDL.
it mandatory for all companies to use the bank
account details furnished by the Depositories and the The instructions for e-voting are given on the E-VOTING
bank account details maintained by the Registrar and SLIP.
Transfer Agents for payment of dividend through
Electronic Clearing Service (“ECS”) to investors Explanatory Statement pursuant to section 102 of the
wherever ECS and bank details are available. In the Companies Act, 2013:
absence of ECS facilities, the Company will print the
bank account details, if available, on the payment
Item No. 5
instrument for distribution of dividend. The Company
will not entertain any direct request from Members Poly Medicure has always believed in rewarding its
holding shares in electronic mode for deletion employees for their continuous hard work, dedication
of/change in such bank details. Further, instructions if and support, which has led the Company on a growth
any, already given by them in respect of shares held path. To enable more and more employees to enjoy the
in physical form will not be automatically applicable fruits of the growth that the Company has witnessed in
to shares held in the electronic mode. Members who the past it is proposed to introduce ESOP Scheme 2016.
wish to change such bank account details are The main objective of the Scheme is to give the
therefore requested to advise their Depository employees who are performing well, a certain minimum
Participants about such change, with complete details opportunity to gain from the Company’s performance
of bank account. thereby acting as a retention tool and to attract best
talent available in the market.
17. Brief details of directors, who are seeking re-
Stock options create a common sense of ownership
appointment / appointment, are given in the Report
between the Company and its employees, paving the
on Corporate Governance, as per requirement of
way for a unified approach to the common objective of
Clause 49 of the Listing Agreement.
enhancing overall shareholders value.
18. The Annual Report of the Company for the year 2015- The Board therefore, proposed to evolve an Employee
16, circulated to the Members of the Company, is Stock Option Scheme (hereinafter referred to as “the
available on the Company’s website viz. ESOP Scheme-2016”) for the benefits of permanent
www.polymedicure.com. employees and directors of the Company and such other
persons/ entities as may be prescribed by SEBI from time
19. VOTING THROUGH ELECTRONIC MEANS: to time, and in accordance with the provision of
In terms of the provisions of Section 108 of the prevailing Regulations.
Companies Act, 2013 (the Act) read with rule 20 of the
The following is the explanatory statement, which sets
Companies (Management and Administration) Rule, 2014
out the various disclosures as required under Securities
(hereinafter called “the rules” for the purpose of this
and Exchange Board of India (Share Based Employee
section of the Notice) and Regulation 44 of the SEBI
Benefits) Regulations, 2014 (hereinafter referred to as
(Listing Obligations and Disclosure Requirements)
“the Guidelines”).
Regulations, 2015, the Company is providing facility to
exercise votes on the items of business given in the The salient futures of ESOP Scheme 2016 are as under:
Notice through electronic voting system, to members
A. Total Number of Options to be granted
holding shares as on the Book Closure date 27th
September, 2016 (end of day) being the cut-off-date

16
Poly Medicure Limited
Annual Report 2015-16

a) The total number of options to be granted under b) The Options will be exercised by employees by a
this scheme shall initially not exceed 0.5 % of the written application to the designated officer of
total Paid up Share Capital. the Company, in such a manner, and on
b) One option entitles the holder of the options to execution of such documents, as may be
apply for one Equity Share credited as fully prescribed by the ESOP Compensation
paid-up of the Company. Committee under the ESOP Scheme 2016.
c) The option will lapse if not exercised within the
B. Identification of class of employees entitled to
specified exercised period.
participate in the ESOP Scheme 2016
a) The present and future permanent employees of F. Appraisal Process for determining the eligibility of
the Company. employees to the ESOP Scheme 2016
b) Employees: a) The Company has a formal performance
appraisal system established wherein the
• Who are either promoter or belong to
performance of the employee is assessed each
promoter group as defined in the Guidelines:
year on the basis of various functional and
or
managerial parameters. The appraisal process is
• Holding 10% of the outstanding Share Capital revised at regular intervals as per emerging
of the Company’s Equity Share at any time global standard.
after the commencement of ESOP Scheme b) Employees would be granted Options based on
2016. performance linked parameters such as work
performance, technical knowledge, period of
will not be eligible for grant of options under
service, designation and such other parameters
ESOP Scheme 2016.
as may be decided by the ESOP Compensation
Committee from time to time.
C. Requirement of vesting, period of vesting and
c) The ESOP Compensation Committee may at its
maximum period of vesting:
discretion extend the benefits of the ESOP
The vesting periods for conversion of Options are as
Scheme 2016 to a new entrant or any existing
follows:
employee on such other basis as it may deem fit.
• On completion of 24 months from the date of
grant of option : 50% vests G. Maximum number of Options to be issued per
• On completion of 36 months from the date of employee and in aggregate
grant of option : 50% vests a) The maximum number of Options to be granted
D. Exercise Price or Pricing formula to each employee will depend upon the rank/
The exercise price for the purpose of the grant of designation of the employee as on the date of
options will be decided by the ESOP Compensation grant of options.
Committee provided that the Exercise Price per b) The aggregate number of Options to be granted
option shall not less than the par value of Equity under this Scheme shall not exceed 0.5% of the
Shares of the Company and shall not be more than total Paid up Share Capital of the Company.
the price prescribed under Chapter XIII of SEBI c) The ESOP Compensation Committee shall decide
(Disclosure and Investor Protection) Guidelines, on the number of options to be granted to each
2000, Relevant date being the date of grant. employee within this limit.
E. Exercise Period and the process of Exercise H. Accounting Method
a) Exercise period will commence from the date of The Company shall conform to the Accounting
vesting and expire three months there from. The Policies specified in Clause 15.1 of the guidelines,
ESOP Compensation Committee will decide on and /or such other guidelines as may be applicable,
the expiry period of options for the employees from time to time.
leaving the Company after grant of options in
their favor. I. (I) Method of valuation of these options

17
Poly Medicure Limited
Annual Report 2015-16
st
The Company shall use the fair value method for Contract is 01 October, 2016. All the material
valuation of the options. term(s) have been detailed in the body of the
resolution.
ESOP Guidelines requires that any ESOP Scheme for
offering stock options to the employees of the Memorandum of Interest: Shri Jugal Kishore Baid, Smt.
Company must be approved by the Shareholders by Mukulika Baid, Sh. Himanshu Baid and Sh. Rishi Baid, are
way of Special Resolution. Furthermore, as the interested in the aforementioned firm and concerned
Scheme will entail further Shares to be offered to and interested in the Resolution. They did not participate
person other than existing Shareholders of the in the Board Meeting when this matter was discussed.
Company, consent of the members is required by
The Directors recommend the resolution to the
way of Special Resolution pursuant to the provisions
shareholders as the Sales Contract will help the Company
of Section 62(1)(b) of the Companies Act, 2013.
to expand the avenues for selling its products.
Accordingly the resolution set as Item No 5 is being
Item No. 7
placed for the approval of Shareholder pursuant to
Approval for Purchase contract with M/s Vitromed
the provision of Section 62(1)(b) of the Companies
Healthcare, Jaipur, for the period of three years.
Act, 2013 and Clause 6 of the ESOP Guidelines and
all other applicable provision of law for the time
In the light of provisions of the Companies Act 2013, the
being in force.
Board of Directors has approved the proposed
Memorandum of Interest: None of the Directors of transactions along with annual limits that the company
the Company is, in any way, concerned or interested may enter into with its related party.
in the resolution, except to the extent of the
Option/Shares that may be offered to him/her /or a) Name of the Related Party: M/s Vitromed
any of his relatives under the Scheme. Healthcare, Jaipur.
b) Nature of Transactions: To purchase medical
Item No. 6
product(s) and component(s) to Vitromed Healthcare,
Approval of Sales Contract with M/s Vitromed
Jaipur
Healthcare, Jaipur, for the period of three years.
c) Name of the Directors or Key Managerial Personnel
who is related, if any:- Sh. Jugal Kishore Baid, Smt.
In the light of provisions of the Companies Act 2013, the
Mukulika Baid, Sh. Himanshu Baid & Sh. Rishi Baid.
Board of Directors has approved the proposed
d) Nature of Relationship: Shri Jugal Kishore Baid, Smt.
transactions along with annual limits that the company
Mukulika Baid, Shri Himanshu Baid and Shri Rishi
may enter into with its related party.
Baid, Directors of the Company are interested in the
firm as they themselves or their relatives are
a) Name of the Related Party: M/s Vitromed
interested in the firm as partners or relatives of
Healthcare, Jaipur. This firm is the Partnership Firm.
partners of the firm.
The partners are Sh. Jugal Kishore Baid, Sh. Rishi Baid,
e) Material Term(s), Monetary value and Particulars of
Sh. Vishal Baid & M/s Polycure Martech Limited.
the Contract or Arrangement: Commencement of the
b) Nature of Transactions: To sell medical product(s) st
Contract is 01 October, 2016. All the material
and component(s) to Vitromed Healthcare, Jaipur
term(s) have been detailed in the body of the
c) Name of the Director or Key Managerial Personnel
resolution.
who is related, if any:- Sh. Jugal Kishore Baid, Smt.
Mukulika Baid, Sh. Himanshu Baid, Sh. Rishi Baid are a Memorandum of Interest: Shri Jugal Kishore Baid, Smt.
related party being Directors of the Company. Mukulika Baid, Shri Himanshu Baid and Shri Rishi Baid,
d) Nature of Relationship: The persons named in (c) are interested in the aforementioned firm and concerned
above are directors of the Company and they and/or and interested in the Resolution. They did not participate
their relatives are interest in the firm being partners in the Board Meeting when this matter was discussed.
or relatives of partners.
The Directors recommend the resolution as it is in the
e) Material Term(s), monetary value and particulars of
interest of the Company.
the Contract or Arrangement: Commencement of the

18
Poly Medicure Limited
Annual Report 2015-16

Item No. 8 the Notice, to ratify the remuneration payable to the

st
Cost Auditors for the financial year ending 31 March
In the light of provisions of the Companies Act 2013, the
2017.
Board of Directors has approved the proposed
transactions along with annual limits that the company None of the Directors and Key Managerial Personnel or
may enter into with its related party. their relatives are, in any way, concerned or interested,
a) Name of the Related Party: M/s Ultra for Medical financially or otherwise, in the resolution set out at Item
Products, Egypt. No. 9 of the Notice.
b) Name of the director or Key Managerial Personnel
who is related, if any: Shri Rishi Baid and Shri Item No. 10
Himanshu Baid.
c) Nature of Relationship: Joint venture Company in As per the provisions of section 20 of the Companies Act,
which the company has 23% shareholding and Shri 2013 a document may be served on any member by
Himanshu Baid and Shri Rishi Baid, directors of the sending it to him by Post or by Registered post or by
Company are also directors in Joint Venture Speed post or by Courier or by delivering at his office or
Company. address or by such electronic or other mode as may be
d) Nature, Material Terms, Monetary Value and prescribed. It further provides that a member can
Particulars of the Contract or Arrangement: The request for delivery of any document to him through a
Company agrees to sell goods and materials, for the particular mode for which he shall pay such fees as may
maximum amount of ₹20 crores per annum. be determined by the company in its Annual General
e) Any Other Information: Nil.” Meeting. Therefore, to enable the members to avail of
Audit Committee and the Board of Directors of your this facility, it is necessary for the Company to determine
Company has approved this item in their Meeting held the fees to be charged for delivery of a document in a
th
on 8 August, 2016 and recommends the Resolution for particular mode, as mentioned in the resolution.
the approval of members of the Company as Special Since the Companies Act, 2013 requires the fees to be
Resolution. determined in the Annual General Meeting, the Directors
accordingly commend the Ordinary Resolution at item
Item No. 9 no. 10 of the accompanying notice, for the approval of
Approval of remuneration payable to M/s Jai Prakash & the members of the Company.
Company, Cost Accountants, the Cost Auditor of the
Company None of the Directors and/or Key Managerial Personnel
of the Company and their relatives is concerned or
The Board of Directors of the Company, on the interested, financially or otherwise, in the resolution set
recommendation of the Audit Committee, approved the out at item no. 10 of the accompanying Notice.
appointment and remuneration of M/s Jai Prakash &
Company, Cost Accountants, to conduct the audit of the By order of the Board
cost records of the Company for the financial year ending Avinash Chandra
31st March, 2017. Company Secretary
In accordance with the provisions of Section 148 of the
Companies Act, 2013, read with the Companies (Audit th
and Auditors) Rules, 2014, the remuneration payable to Date: 8 August, 2016
the Cost Auditors is required to be ratified by the Registered Office:
rd
Members of the Company. 232-B, 3 Floor, Okhla Industrial Estate, Phase III,
New Delhi -110020.
Accordingly, consent of the Members is sought for CIN: L40300DL1995PLC066923
passing an Ordinary Resolution as set out at Item No. 9 of E-mail: investorcare@polymedicure.com

19
 ₹

Poly Medicure Limited

Annual Report 2015-16

DIRECTORS’ REPORT Company along with the Audited Financial Statements for
Your Directors take immense pleasure in presenting the the year ended March 31, 2016.
21st Annual Report on the business and operations of the

Financial Results (₹ In lacs)

Standalone Consolidated
Parameters
2015-16 2014-15 2015-16 2014-15
Revenue from Operations (Net) 39,447.84 37,368.83 41,225.72 39,034.70
Add: Other Income 838.50 822.14 826.59 812.05
Total Revenue 40,286.34 38,190.97 42,052.31 39,846.75
Profit before Interest, Tax, Depreciation and Amortization
9,284.65 9,085.46 9,404.19 9,224.33
(EBITDA)
Less: Depreciation & Amortization Expenses. 2,018.79 1,808.99 2,102.89 1,877.09
Less: Financial Costs 778.24 822.65 797.14 829.85
Less: Exceptional Items - (1,957.80) - (1,957.80)
Profit Before Tax (PBT) 6,487.62 8,411.62 6,504.16 8,475.19
Less: Tax provision 1,756.87 2,309.90 1,756.87 2,309.90
Profit after Tax for the Year 4,730.75 6,101.72 4,747.29 6,165.29
Add: Share of Profit from Associates 0.00 0.00 79.50 66.99
Net Profit for the Year 4,730.75 6,101.72 4,826.79 6,232.28
Total amount available for appropriation 12,875.59 11,574.73 13,030.45 11,633.54
Less: Appropriations 1586.56 1429.88 1586.56 1429.88
Less: Amount transferred to General Reserve 2,000.00 2,000.00 2,000.00 2,000.00
Surplus carried to Balance Sheet 9,289.03 8,144.85 9,443.89 8,203.66
Earnings per Share (EPS in ₹) (Face Value ₹ 5 each)
Basic 10.72 13.83 10.94 14.12
Diluted 10.72 13.83 10.94 14.12

Briefly, during the year under report, the Company’s total Dividend
income increased to ₹ 42,052.31 lacs from ₹ 39,846.75 lacs The Board in its meeting held on 10th March, 2016,
in the previous year, registering a growth of 5.54%. EBIDTA declared an interim dividend of ₹ 2.50 per equity share,
improved to ₹ 9,404.19 lacs as from ₹ 9,224.33 lacs in the further the Board in its meeting held on 13th May, 2016
preceding year which translates into a rise of 1.95 %. Profit has recommended a final dividend of ₹ 0.50/- per equity
before Tax (PBT) is ₹ 6,504.16 lacs as against ₹ 6,517.39 share for the financial year ended on 31st March, 2016.
lacs in previous year, excluding exceptional income of ₹ The proposal is subject to the approval of the shareholders
1,957.80 lacs. at the forthcoming Annual General Meeting. The final
dividend on equity shares, if approved by the members
The operational performance of the Company has been would involve a cash outflow of ₹ 265.47 lacs including
appropriately delineated in the Management Discussion dividend tax. The total dividend on equity shares including
and Analysis, which forms part of the Directors’ Report. dividend tax for the F.Y 2015-16 would aggregate ₹
1,592.82 lacs. The dividend would be payable to all
Share Capital Shareholders whose names appear in the Register of
During the year under report no further capital was issued. Members and in respect of shares held in dematerialized
form, the dividend will be paid to members whose names
are furnished by the National Securities Depository

20
 ₹

Poly Medicure Limited

Annual Report 2015-16

Limited and Central Depository Services (India) Limited to Annual General Meeting, and he offers himself for re-
the eligible shareholders on book closure date. appointment. The information as required to be disclosed
under Regulation 36(3) of the Securities and Exchange
Transfer to Reserves Board of India (Listing Obligations and Disclosure
The Board of Directors has proposed to transfer ₹ Requirements) Regulations, 2015, in case of re-
2,000.00 lacs to General Reserves out of the amount appointment of directors is provided in the Notice of the
available after appropriations and carry the balance of ₹ ensuing Annual General Meeting of the Company.
9,289.03 lacs to the Balance Sheet.
Pursuant to Section 149(4) of the Companies Act, 2013,
Subsidiaries and Associate every Listed Company is required to appoint one third of
its Directors as Independent Directors. The Board has four
The subsidiary companies performed as follows:
Independent Directors in terms of the provisions of
• Poly Medicure (Laiyang) Co. Ltd, China - The wholly
Regulation 17(b) of the SEBI (LODR) Regulations, 2015.
owned subsidiary Company has achieved a turnover of ₹
Necessary details in respect of the directors are given in
1,777.88 lacs for the year ending March, 2016 against ₹
the Corporate Governance Report.
1,665.86 lacs in the previous year ending March, 2015.
• US Safety Syringes Co., LLC, USA – The subsidiary The Independent Directors have submitted their
company didn't do any business activities due to non- respective declarations of Independence, as required
viability and therefore action is being taken for the pursuant to Section 149(7) of the Companies Act, 2013
winding up of the Company. confirming that they meet the criteria of Independence
specified in the Act and the Rules made thereunder as also
The Company has one Associate in Egypt, viz.
under Regulation 25 of the SEBI (LODR) Regulations, 2015.
Ultra for Medical Products, Egypt – The Associate is
performing well and has achieved sales of ₹ 5,458.63 lacs
Pursuant to the provisions of Section 203 of the
during the year ending December 2015, against ₹ 4,611.95
Companies Act, 2013, the key managerial personnel of the
lacs in the previous year ending December 2014.
Company are Mr. Himanshu Baid, Managing Director, Mr.
J.K. Oswal, Chief Financial Officer and Mr. Avinash
Transfer of Unpaid/Unclaimed Dividend Amounts to
Chandra, Company Secretary.
Investor Education and Protection Fund
During the Year under review, the Company has
Board Evaluation
transferred ₹ 48,133, lying in the unpaid/unclaimed
The Board of Directors has carried out an annual
dividend account, to the Investor Education and
evaluation of its own performance, board committees and
Protection fund (IEPF) in compliance with Section 205C of
individual directors pursuant to the provisions of the Act
the Companies Act, 1956, read with Investor Education &
and the corporate governance requirements as prescribed
Protection Fund (Awareness and Protection of Investors)
by Securities and Exchange Board of India (Listing
Rules, 2001. The said amount represents the dividend for
Obligations and Disclosure Requirements) Regulations,
the year 2007-08 which remained unclaimed by the
2015 ("SEBI Listing Regulations").
shareholders of the Company for a period of seven years
from due date of payment.
The performance of the Board was evaluated by the Board
after seeking inputs from all the Directors on the basis of
Directors and Key Managerial Personnel
the criteria such as the board composition and structure,
The Directors regret to report the sad demise of Shri
effectiveness of board processes, information and
Sohan Raj Mohnot, an independent director of the
functioning, etc.
Company, on 4th October, 2015. The directors record their
appreciation for the valuable contribution made by him
The performance of the committees was evaluated by the
during his long tenure as director in the Company.
board after seeking inputs from the committee members
on the basis of the criteria such as the composition of
In view of the provisions of the Companies Act, 2013, Shri
committees, effectiveness of committee meetings, etc.
Rishi Baid is liable to retire by rotation at the ensuing

21
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Poly Medicure Limited

Annual Report 2015-16

The board and the nomination and remuneration Policy on Directors’ Appointment and Remuneration
committee reviewed the performance of the individual The policy of the Company on directors’ appointment and
directors on the basis of the criteria such as the remuneration, including criteria for determining
contribution of the individual director to the board and qualifications, positive attributes, independence of a
committee meetings like preparedness on the issues to be director and other matters provided under sub-section (3)
discussed, meaningful and constructive contribution and of section 178 of the Companies Act, 2013, adopted by the
inputs in meetings, etc. In addition, the chairman was also Board are covered in Corporate Governance Report which
evaluated on the key aspects of his role. forms part of this Report.

In a separate meeting of independent directors, Further, the policy also indicates the manner of
performance of non-independent directors, performance performance evaluation of Independent Directors, Board
of the board as a whole and performance of the chairman committees and other individual Directors which include
was evaluated, taking into account the views of executive criteria for performance evaluation of the non-executive
directors and non-executive directors. and executive directors.

Directors' Responsibility Statement The Company’s Policy relating to appointment of

Pursuant to Section 134(3)(c) of the Companies Act, 2013, Directors, payment of Managerial remuneration,
the Board of Directors, to the best of their knowledge Directors’ qualifications, positive attributes, independence
hereby state and confirm that: of Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013 is furnished in
a) in the preparation of the annual accounts, the Annexure – 1 and forms part of this Report.
applicable accounting standards have been followed and
there are no material departures. Extract of the Annual Return
The extract of the Annual Return in Form No. MGT-9 forms
b) the directors have selected such accounting policies and part of the Board' Report and is annexed herewith as
applied them consistently and made judgments and Annexure-2.
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at Auditors and Auditors’ Report
the end of the financial year and of the profit of the Statutory Auditors
th
company for that period. At the 19 Annual General Meeting held on September 23,
2014 M/s. Doogar & Associates, Chartered Accountants,
c) the directors have taken proper and sufficient care for (Firm Registration No.- 000561N), were appointed as
the maintenance of adequate accounting records in Statutory Auditors of the Company to hold office till the
th
accordance with the provisions of this Act for safeguarding conclusion of the 24 Annual General Meeting of the
the assets of the company and for preventing and Company to be held in the year 2019. In terms of the
detecting fraud and other irregularities. provisions of Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification
d) the directors have prepared the annual accounts on a at every Annual General Meeting. Accordingly the
going concern basis. appointment of M/s. Doogar & Associates, Chartered
Accountants, (Firm Registration No.- 000561N), as
e) the directors have laid down internal financial controls Statutory Auditors of the Company, is being placed for
to be followed by the company and such internal financial ratification by the shareholders at the ensuing Annual
controls are adequate and are operating effectively. General Meeting.

f) the directors have devised proper systems to ensure The Company has received a letter from the Auditors to
compliance with the provisions of all applicable laws and the effect that their re-appointment, if made, would be
that such systems are adequate and operating effectively. within the prescribed limits under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for
re-appointment.

22
 ₹

Poly Medicure Limited

Annual Report 2015-16

The observations of the Auditors and the relevant notes Corporate Social Responsibility
on the accounts are self-explanatory and therefore do not As per the Companies Act, 2013, all companies having a
call for any comments. The Auditors’ Report does not net worth of ₹ 500 Crore or more, or a turnover of ₹ 1,000
contain any qualification, reservation or adverse remarks. Crore or more or a net profit of ₹ 5 Crore or more during
Further, during the year, in the course of the performance any financial year are required to constitute a CSR
of their duties as auditor, no frauds were reported by Committee of the Board of Directors comprising three or
them. more directors, at least one of whom should be an
independent director. All such Companies are required to
Cost Auditor spend atleast 2% of the average net profits of their
The Board of Directors has appointed M/s. Jai Prakash & immediately preceding three financial years on CSR
Co., Cost Accountants as Cost Auditor for conducting the related activities. Accordingly, the Company was required
audit of cost records of the Company for the financial year to spend ₹ 119.54 lacs towards CSR activities out of which
2016-17. ₹ 93.45 lacs was utilized for activities specified in schedule
VII of the Companies Act, 2013. Details of CSR policy and
Secretarial Auditor the initiatives adopted by the Company on CSR during the
The Board of Directors has appointed M/s. B.K. Sethi & year are available on the website of the Company at
Company, (Certificate of Practice No.- 913), Company http://www.polymedicure.com/wp-
Secretaries in Practice to conduct Secretarial Audit for the content/uploads/2015/03/CSR_Policy_2015.pdf. The
financial year 2015-16. The Secretarial Audit Report for the Annual Report on CSR as per Companies (Corporate Social
financial year ended March 31, 2016 is annexed this Responsibility Policy) Rules, 2014 is annexed herewith as
Report as Annexure – 3. Annexure – 6 to this Report in the prescribed format.
The Board of Director has appointed M/s. B.K. Sethi &
Company, Company Secretaries in Practice to conduct The Company has not been able to spend all the funds
Secretarial Audit for the financial year 2016-17. required to be spent on CSR activities during the years
2014-15 and 2015-16. A total of ₹ 54.04 lacs is lying
Particulars of Loans, Guarantees or Investments under unspent with the Company which the Company intends to
Section 186 use for future CSR activities.
The Particulars of Loans, Investments and guarantees
made/given by the Company, under Section 186 are Details In Respect of Adequacy of Internal financial
furnished in Annexure - 4 and forms part of the Report. controls with reference to the financial statements
The Finance & Accounts Department of the Company have
Particulars of Contracts or Arrangements with Related certified the existence of various controls in the Company
Parties and also tested the key controls towards assurance for
The particulars of every contract and arrangement entered compliance for the present fiscal.
into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 Further, the testing of such controls is also carried out by
including certain arm’s length transactions under third the Statutory Auditors from time to time during the course
proviso thereto are disclosed in Form No. AOC - 2 in of their audit of the records of the Company.
Annexure - 5 and form part of this Report.
In the opinion of the Board, the existing internal control
Fixed Deposits framework is adequate and commensurate with the size
Your Company has not accepted/or invited any Fixed and nature of the business of the Company.
Deposits within the meaning of Section 58A of the
Companies Act, 1956 and Section 73/76 of the Companies Details pursuant to Section 197(12) of the Companies
Act, 2013, and as such, no amount of Principal or interest Act, 2013
was outstanding as on the date of the Balance Sheet. Details pursuant to Section 197(12) of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 form

23
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Poly Medicure Limited

Annual Report 2015-16
st
part of this Report and are annexed herewith as applicable to them for the year ending on 31 March, 2016
Annexure-7. as per Regulation 26(3) of SEBI (LODR) Regulations, 2015.
A declaration to this effect as signed by the Managing
Quality Director is annexed with this Report.
The Company continues its journey of delivering value to
its customers. It adopted several significant external
Management Discussion and Analysis Report
benchmarks and certifications. Poly Medicure is certified
The Management Discussion and Analysis Report on the
under various standards to meet the clients’ demands &
operations of the Company, as required under the Listing
enhanced value delivery. The Company has been
Agreement with the Stock Exchanges is provided in
accredited with the International Quality Certifications and
“Annexure-8” forming part of Directors’ Report.
successfully implemented a well documented QMS
(Quality Management System) which has been certified by
Listing
Det Norske Veritas As (DNV GL) ISO 9001:2008, ISO-
The Shares of your Company are listed on the Bombay
13485:2003, EN ISO 13485:2012 and CE mark (Product
Stock Exchange Limited (BSE), Mumbai and National Stock
Certification) thus making the entire product range
Exchange of India Limited, (NSE), Mumbai. The Listing fees
compliant with International Quality Standards.
to the Stock Exchanges for the year 2016-17 have been
Credit Rating paid.
CRISIL renewed the ratings on the bank facilities of the
Company, as under: Particulars of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
Long-Term Rating CRISIL A+/ Stable The information pertaining to conservation of energy,
Short Term Rating CRISIL A1 technology absorption, foreign exchange earnings and
outgo as required under Section 134(3) (m) of the
Foreign Currency Exposure Companies Act, 2013 read with Rule 8(3) of the Companies
As a major share of Company’s revenue is earned in (Accounts) Rules, 2014 are given in “Annexure 9” and
foreign currencies while substantial expenditure is made in forming an integral part of this Report.
Indian Currency, the Company is obviously exposed to
Green Initiatives
foreign currency Fluctuation risks.
To take part in Green Initiative in the Corporate
Governance, we propose to send documents such as
The Company has designed a review and control
Notices of General Meeting(s), Financial Statements,
mechanism to minimize/mitigate the risk which is
Annual Reports and other shareholders communications
reviewed periodically. Foreign currency exposures are
for the year ended 31st March 2016 in electronic form, to
managed through Foreign Risk Management and Hedging
the email addresses provided by you and/or made
policy. The policy is reviewed periodically to ensure that
available to the Company by the Depositories. The copy of
the risk from fluctuating currency exchange is
annual report shall be available on the website of the
appropriately managed.
Company and for inspection at the registered office of the
Company, during office hours. In case any member wishes
Corporate Governance
to get Annual Report and other communication in physical
Your Company always strives to ensure that best
form, he may write to the company and the same will be
Corporate Governance practices are identified, adopted
provided free of cost.
and consistently followed. Your Company believes that
Good Corporate Governance is the basis of sustainable Electronic copies of the Annual Report 2015-16 and Notice
st
growth of the business and for enhancement of of the 21 Annual General Meeting would be sent to all
Stakeholders’ value. The Corporate Governance Report members whose email addresses are registered with the
forms an integral Part of this Report and is set out Company/Depository Participant(s). For members who
separately in this Annual Report. have not registered their email addresses, physical copies
st
of the Annual Report 2016 and the Notice of the 21
All Board Members and Senior Management Personnel
have affirmed compliance with Code of Conduct as

24
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Poly Medicure Limited

Annual Report 2015-16

Annual General Meeting would be sent in the permitted Yours Directors wish to acknowledge the valuable trust
mode. and confidence placed by the Joint Venture Partners,
Banks, Institutions, Investors and customers. The Directors
Acknowledgements & Appreciation
look forward to continued co-operation for the future.
Your Directors wish to place on record their sincere
appreciation for the continued co-operation and support
For and on behalf of Board
extended to the Company by customers, vendors, legal
advisors, consultants, business associates and all the
employees, without whose cooperation the Company th
8 August, 2016 D. R. Mehta Himanshu Baid
would not have achieved the results that have been
New Delhi Chairman Managing Director
achieved.

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Annexure-1
REMUNERATION POLICY • Formulating the criteria for evaluation of the
performance of Directors, as well as Key Managerial
Preamble: and Senior Management Personnel.
Pursuant to the provisions of section 178 of the Companies • To guide on providing reward to Directors, Key
Act, 2013, read with rule 6 of Companies (Meeting of Managerial Personnel and Senior Management
Board and its powers) rules, 2014, the Board of Directors directly linked to their efforts, performance,
of every listed Company shall constitute the Nomination dedication and achievement relating to the
and Remuneration Committee consisting of three or more Company’s operations.
Non Executive Directors out of which not less than one half • To retain, motivate and promote talent and to ensure
shall be Independent Directors. The Board has already long term sustainability of talented Managerial
constituted its Remuneration Committee comprising of Personnel and create competitive advantage.
Non-Executive Independent Directors. In order to align • To develop a succession plan for the Board Member,
with the provisions of the Companies Act, 2013 and rules Key Managerial Personnel and Senior Management
th
made there under the Board in its meeting held on 15 and to regularly review the plan.
May, 2014 has changed the nomenclature of the
Remuneration Committee to Nomination and Constitution and Composition of Nomination and
Remuneration Committee. The Nomination and Remuneration Committee:
Remuneration Committee shall determine the criteria of I. Membership of the Committee:
appointment to the Board and is vested with authority to a) The Nomination and Remuneration Committee shall
identify candidates for appointment to the Board and consist of a minimum 3 Non-Executive Directors,
evaluate their performance. This policy has been provided one half shall be Independent Directors.
formulated by Nomination and Remuneration Committee b) Minimum two (2) members shall constitute a quorum
and approved by the Board of Directors in compliance with for the Committee meeting.
section 178 of the Companies Act, 2013 read with rule 6 of c) Membership of the Committee shall be disclosed in the
Companies (Meeting of Board and its powers) rules, 2014. Annual Report.
d) Term of the Committee shall be continued unless
Objectives: terminated by the Board of Directors.
The primary objective of the policy is to provide a
framework and set standards for nomination, II. Chairman of the Committee:
remuneration and evaluation of Directors, Key Managerial a) Chairman of the Committee shall be an Independent
Personnel and Officers comprising the Senior Director.
Management. The Company aims to achieve a balance of b) Chairperson of the Company may be appointed as a
merit, experience and skills amongst its Directors, Key member of the Committee but shall not be a Chairman
Managerial Personnel and Senior Management. of the Committee.
c) In the absence of the Chairman, the members of the
The main objective of the policy and committee includes Committee present at the meeting shall choose one
the following: amongst them to act as Chairman.
• To guide and recommend to the Board in relation to d) Chairman of the Nomination and Remuneration
appointment and removal of Directors, Key Committee meeting could be present at the Annual
Managerial Personnel and Senior Management General Meeting.
Personnel.
• To formulate the criteria for determining III. Frequency of meetings:
qualification, positive attributes and independence of The meeting of the Committee shall be held annually or
a Director and recommendation to the Board on the as may be decided by the Chairman.
remuneration payable to Directors, Key Managerial
Personnel and officials in Senior Management of the IV. Committee members’ interests:
Company.

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Annual Report 2015-16

a) A member of the Committee is not entitled to be “Senior Management” mean personnel of the Company
present when his or her own, remuneration is to be who are members of its core management team excluding
discussed at a meeting or when his or her performance Board of Directors. This would include all members of
is being evaluated. management one level below the Executive Directors,
b) The Committee may invite such executives, as it including all the functional heads.
considers appropriate, to be present at the meetings of
the Committee. Applicability:
The Policy shall be applicable to all the Directors (Executive
V. Secretary: and Non Executive), Key Managerial Personnel and Senior
The Company Secretary of the Company shall act as Management Personnel of the Company.
Secretary of the Committee.
Policy for appointment and removal of Director, KMP and
VI. Voting: Senior Management:
a) Matters arising for determination at Committee I. Appointment Criteria and Qualifications:
meetings shall be decided by a majority of votes of
Members present and voting and any such decision a) The Nomination and Remuneration Committee
shall for all purposes be deemed a decision of (“Committee”) shall identify and ascertain the integrity,
Committee. qualification, expertise and experience of the person
b) In the case of equality of votes, the Chairman of the for appointment as Director, KMP and at Senior
meeting will have a casting vote. Management level and recommend to the Board
his/her appointment.
VII. Minutes of Committee Meeting: b) A person should possess adequate qualification,
Proceedings of all meetings must be recorded in expertise and experience for the position he/she is
minutes and signed by the Chairman of the Committee considered for appointment. The Committee has
at the subsequent meeting. Minutes of the Committee discretion to decide whether qualification, expertise
meetings will be tabled at the subsequent Board and and experience possessed by a person are
Committee meeting. sufficient/satisfactory for the concerned position.
c) The Company shall not appoint or continue the
Definitions: employment of any person as Managing
“Board’’ means Board of Directors of the Company. Director/Whole Time Director who has attained the
“Company’’ means ‘Poly Medicure Limited.’’ age of seventy years. Provided that the term of the
“Independent Director’’ means a director referred to in person holding this position may be extended beyond
Section 149(6) of the Companies Act, 2013. the age of seventy years with the approval of
“Key Managerial Personnel” (KMP) means: shareholders by passing a special resolution based on
(i) Managing Director or Chief Executive Officer or explanatory statement annexed to the notice for such
Manager motion including the justification for extension of
(ii) Whole Time Director appointment beyond the seventy years.
(iii) Company Secretary
(iv) Chief Financial Officer II. Term/Tenure
“Nomination and Remuneration Committee” shall mean a a) Managing Director, Whole Time Director and Executive
Committee of Board of Directors of the Company, Director
constituted in accordance with the provisions of Section The Company shall appoint or re-appoint any person as
178 of the Companies Act, 2013. its Executive Chairman, Managing Director, Whole Time
“Policy” shall mean Nomination and Remuneration Policy. Director or Executive Director for a term not exceeding
“Remuneration” means any money or its equivalent given five years at a time. No re-appointment shall be made
or passed to any person for services rendered by him and earlier than one year before the expiry of term.
includes perquisites as defined under the Income Tax Act,
1961. b) An Independent Director shall hold office for a term
upto five consecutive years on the Board of the

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Annual Report 2015-16

Company and will be eligible for re-appointment on Evaluation on the aforesaid parameters will be considered
passing of a special resolution by the Company and by the Independent Directors for each of the
disclosure of such appointment in the Board Report. Executive/Non Executive/ Non Independent Director in a
separate meeting of the Independent Director.
No Independent Director shall hold office for more
than two consecutive terms of maximum of 5 years The Executive Director/Non Independent Director
each, but such Independent Directors shall be eligible alongwith the Independent Directors will evaluate/ assess
for appointment after expiry of three years of ceasing each of the Independent Directors on the aforesaid
to become an Independent Director. parameters. Only the Independent Director being
evaluated will not participate in the said evaluation
Provided that an Independent Director shall not during discussion.
the said period of three years be appointed in or be
associated with the Company in any other capacity, Removal:
either directly or indirectly. Due to reasons for any disqualification mentioned in the
Act or under any other applicable Act, rules and
Evaluation/Assessment of Directors/KMPs/Senior regulations thereunder, the Committee may recommend
Officials of the Company: to the Board with reasons the removal of Director, KMPs
The evaluation/assessment of Directors, KMPs and the subject to the provisions and compliance of the Company’s
Senior Officials of the Company is to be conducted on an Act, rules and regulations.
annual basis by the Committee.
For Senior Management Personnel the removal will be
The following criteria may assist in determining how governed by Company’s HR Policy and the subsequent
effective the performances of Directors/KMPs/Senior approval of Managing Director.
Officials have been:
• Leadership & Stewardship abilities. Retirement:
• Contributing to clearly define corporate objectives & The Director, KMPs and Senior Management Personnel
plans. shall retire as per the applicable provisions of the Act and
• Communication of expectations & concern clearly the prevailing HR Policy of the Company. The Board will
with subordinates. have the discretion to retain the Director, KMPs, Senior
• Obtain adequate, relevant & timely information from Management Personnel in the same
external sources. position/remuneration or otherwise even after attaining
• Review & approval of achievement of strategic and the retirement age, for the benefit of the Company,
operational plans, objectives, budgets. subject to applicable laws.
• Regular monitoring of corporate results against
projections. Remuneration:
• Identify, monitor & mitigate significant corporate The guiding principle is that the level and composition of
risks. remuneration shall be reasonable and sufficient to attract,
• Assess corporate policies, structure & procedures. retain and motivate Directors, Key Managerial Personnel
• Director, monitor & evaluate KMP’s, Senior Officials. and other Senior Management Officials.
• Review management’s succession plan.
The Directors, Key Managerial Personnel and other Senior
• Effective meetings for corporate purposes.
Management Official’s salary shall be based & determined
• Assuring appropriate board size, composition,
on the basis of person’s responsibilities and performance
independence, structure
and in accordance with the limits as prescribed statutorily,
• Clearly defining roles & monitoring activities of
if any.
committees.
• Review of corporation’s ethical conduct. The Nominations and Remuneration Committee
determines remuneration packages for Directors, KMP’s
and Senior Management Officials of the Company taking

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Poly Medicure Limited

Annual Report 2015-16

into account factors it deems relevant, including but not

limited to market conditions, business performance, The remuneration payable to Key Managerial
prevailing laws and other guidelines. Personnel and to the officials in Senior Management
shall be decided by the Board/Committee having
i. Remuneration to Executive Directors: regard to the provisions of Act, Policy of the Company
• Section 197 of the Companies Act, 2013 provides for and their experience, Leadership abilities, initiative
the total managerial remuneration payable by the taking abilities and knowledge base.
Company to its Directors, including Managing
Director and Whole Time Director, and its Manager in Duties of the Committee in relation to Nomination
respect of any financial year shall not exceed eleven matters:
percent of the net profits of the Company computed • Ensuing that on appointment to the Board, Non
in the manner laid down in section 198 of the Executive/Independent Directors receive a formal
Companies Act, 2013. letter of appointment as per the provisions of the
Companies Act, 2013.
• The Company with the approval of the shareholders • Identifying and recommending Directors who are to
and Central Government may authorized the be put forward for retirement by rotation.
payment of remuneration exceeding eleven percent • Determining the appropriate size, diversity and
of the net profits of the Company, subject to the composition of the Board as per the provisions of the
provisions of schedule V. Companies Act, 2013.
• Setting a formal and transparent procedure for
• The Company may with the approval of the selecting new Directors for appointment to the Board
shareholders authorize the remuneration of upto five • Developing a succession plan for the Board and
percent of the net profit of the Company to any one Senior Management and reviewing the plan from
Managing Director/Whole Time Director and ten time to time.
percent in case of more than one such official. • Evaluating the performance of the Board members
and Senior Management in the context of the
• The Company may pay remuneration to its Directors, Company’s performance from business and
other than Managing Director and Whole Time compliance perspective.
Director upto one percent of the net profit of the • Recommend necessary changes to the Board
Company. • Considering any other matters as may be assigned by
the Board.
• The net profit for the purpose of the above
remuneration shall be computed in the manner Duties of the Committee in relation to Remuneration
referred to in section 198 of the Companies Act, matters:
2013. • To consider and determine the remuneration based
on the principles of (a) pay for responsibilities (b) pay
ii. Remuneration/ Sitting Fee to Non Executive/ for performance and potential.
Independent Director: • To pay for growth and ensure that the remuneration
The Independent Directors shall not be entitled to any fixed is reasonable and sufficient to attract, retain
stock option of the Company. The Non Executive and motivate the Directors, KMP’s and Officials in
/Independent Directors may receive remuneration by Senior Management
way of fee for attending meetings of the Board or • To take into account financial position of the
Committee thereof or for any other purposes as may Company, qualification, experience, past
be decided by the Board and profit related performance, past remuneration etc.
commission as may be approved by the shareholders. • To consider other factors as the Committee shall
deem appropriate for elements of the remuneration
iii. Remuneration to Key Managerial Personnel and of the members of the Board and ensure compliance
Officials in Senior Management

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Poly Medicure Limited

Annual Report 2015-16

of provisions of Companies Act and other applicable mention criteria may be assisted in determining the
laws. effective of the performance:
• To ensure that a balance is maintained between fixed
and variable pay reflecting short and long term Executive Directors:
performance objectives appropriate to the working of 1. Performance Criteria:
the Company in the remuneration of Directors, KMP’s • Management qualities
and Senior Management. • Results/Achievements
• To consider any other matters as may be assigned by • Domain Knowledge
the Board. • Decision making

Review and Amend 2. Personal Attributes:

• The Committee or the Board may review the policy as • Leadership qualities
and when it deems necessary. • Motivation and Commitment
• The Committee may issue the guidelines, procedures, • Vision
format, reporting mechanism and manual in • Strategic Planning
supplement and better implementation to this policy, • Principles and Values
if it things necessary.
• The Company reserves the rights to modify, add, or Non Executive Independent Directors and Non Executive
amend any of these Policy Rules/Guidelines any time. Non Independent Directors
• Engagement
Evaluation of Director(s), KMP’s etc. • Strategic Planning
The evaluation of Director(s), Key Managerial Personnel • Team spirit
and president level employees of the Company is to be • Knowledge and Skills
conducted on an annual basis by the committee. Below

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Poly Medicure Limited

Annual Report 2015-16

Annexure-2
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2016
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration)
Rules, 2014

I. REGISTRATION & OTHER DETAILS:

1. CIN L40300DL1995PLC066923
th
2. Registration Date 30 MARCH, 1995
3. Name of the Company POLY MEDICURE LIMITED
4. Category/Sub-category of the COMPANY LIMITED BY SHARES
Company
5. Address of the Registered office 232-B, THIRD FLOOR, OKHLA INDUSTRIAL ESTATE, PHASE-III, NEW DELHI-
& contact details 110020
TEL NO.: 011-26321838
FAX NO.: 011-26321894
6. Whether listed company YES
7. Name, Address & contact M/S. MAS SERVICES LIMITED
details of the Registrar & T-34, OKHLA INDUSTRIAL AREA, PHASE-II, NEW DELHI-110020
Transfer Agent, if any. TEL NO.: 011-26387281 FAX NO.: 011-26387384

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the
total turnover of the company shall be stated)

S. No. Name and Description of main NIC Code of the % to total turnover of the Company
products / services Product/service

1 Infusion Therapy Product 46497 66.49

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. No. Name of the Address of the CIN/GLN Holding/ %age of Applicable
Company Company Subsidiary/ Shares Section
Associate held

1 Poly Medicure Area A, Heshan Road, 370682400002685 Subsidiary 100 Section 2(87) of
Limited (Laiyang) Co. Laiyang Economical the Companies
ltd. China Development District, Act, 2013
Laiyang, Shandong, China

2 U.S. Safety Syringes 6601, Springpark Avenue 200700410131 Subsidiary 75 Section 2(87) of
Co. LLC, Apt#5, Los Angeles, CA- the Companies
90058 Act, 2013

3 Ultra for Medical 64, Nakhla Ei-Motei Street- 346697 Associate 23 Section 2(6) of
Products (U.M.I.C) Triumph-Heliopolis-Cairo, the Companies
S.A.E., Egypt Egypt Act, 2013

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Annual Report 2015-16

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
a) Category-wise Share Holding

Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year[As on %
Shareholders year[As on 31-March-2015] 31-March-2016] Chang
e
% of % of
Total during
Demat Physical Total Total Demat Physical Total
the
Shares Shares
year
A. Promoter s
(1) Indian
a) Individual/ HUF 17888704 0 17888704 40.55 17900704 0 17900704 40.57 0.02
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 3448572 0 3448572 7.82 3496572 0 3496572 7.92 0.10
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
(2) Foreign
a) Individual/HUF 113600 0 113600 0.26 113600 0 113600 0.26 0
b) Any other 0 0 0 0 0 0 0 0 0
Total shareholding of
21450876 0 21450876 48.63 21510876 0 21510876 48.76 0.13
Promoter (A)

B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 147982 O 147982 O.34 O.34
b) Banks / FI 10349 0 10349 0.02 0 0 0 0 (0.02)
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Foreign Portfolio
0 0 0 0 16962 0 16962 0.04 0.04
Investors
f) Venture Capital
0 0 0 0 0 0 0 0 0
Funds
g) Insurance
0 0 0 0 0 0 0 0 0
Companies
h) FIIs 3154665 0 3154656 7.15 3308735 0 3308735 7.50 0.35
i) Foreign Venture
0 0 0 0 0 0 0 0 0
Capital Funds
j) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 3165014 0 3165014 7.17 3473679 0 3473679 7.87 0.70

2. Non-Institutions
a) Bodies Corp.
i) Indian 14318995 0 14318995 32.46 14431402 0 14431402 32.71 0.25
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual
shareholders holding
1246150 236468 1482618 3.36 1608682 293604 1902286 4.31 0.95
nominal share capital
upto ₹ 2 lakh
ii) Individual
shareholders holding 3219173 128000 3347173 7.59 2324271 60800 2385071 5.41 (2.18)

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Annual Report 2015-16

nominal share capital

in excess of Rs 2 lakh
c) NBFCs registered
0 0 0 0 4012 0 4012 0.01 0.01
with RBI
d) Others (specify)
Non Resident
Indians/OCB 256105 54400 310505 0.70 326233 54400 380633 0.86 0.16
Foreign Nationals 0 0 0 0 0 0 0 0 0
Clearing Members 38259 0 38259 0.09 25381 0 25381 0.06 (0.03)
Trusts 0 0 0 0 100 0 100 0 0.00
Foreign Bodies - D R 0 0 0 0 0 0 0 0 0
Sub-total (B)(2):- 19078682 418868 19497550 44.20 18720081 408804 19128885 43.36 (0.84)
Total Public
Shareholding
(B)=(B)(1)+ (B)(2) 22243696 418868 22662564 51.37 22193760 408804 22602564 51.24 (0.13)
C. Shares held by
Custodian for GDRs &
ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 43694572 418868 44113440 100.00 43704636 408804 44113440 100.00 0

b) Shareholding of Promoter-
SN Shareholding at the beginning of the year Shareholding at the end of the year % change
No. of % of total %of Shares No. of Shares % of total %of Shares in
Shareholder’s
Shares Shares of Pledged / Shares of the Pledged / shareholdi
Name
the encumbered company encumbered to ng during
company to total total shares the year
shares
1 Rishi Baid 4913024 11.14 0 4913024 11.14 0 0
2 Himanshu Baid 4037312 9.15 0 4037312 9.15 0 0
3 Himanshu
Baid(HUF) 1919600 4.35 0 1919600 4.35 0 0
4 Mukulika Baid 1531200 3.47 0 1531200 3.47 0 0
5 Rishi Baid(HUF) 1390000 3.15 0 1390000 3.15 0 0
6 Jugal Kishore Baid 1139688 2.58 0 1139688 2.58 0 0
7 Vishal Baid 828680 1.88 0 840680 1.91 0 0.03
8 Shailey Baid 594000 1.35 0 594000 1.35 0 0
9 Shireen Baid 560800 1.27 0 560800 1.27 0 0
10 Neha Baid 512000 1.16 0 512000 1.16 0 0
11 Dhruv Baid 180000 0.41 0 180000 0.41 0 0
12 Aaryaman Baid 140000 0.32 0 140000 0.32 0 0
13 Arham Baid 140000 0.32 0 140000 0.32 0 0
14 Pankaj Jain 1600 0.00 0 1600 0.00 0 0
15 Bhupendra Raj
Mehta 800 0.00 0 800 0.00 0 0
16 Madhu Kothari 85600 0.19 0 85600 0.19 0 0
17 Vinay Kothari 28000 0.06 0 28000 0.06 0 0
18 Jai Polypan Pvt.
Ltd. 1628000 3.69 0 1676000 3.80 0 0.11
19 VCB Trading Pvt.
Ltd. 1820572 4.13 0 1820572 4.13 0 0
Total 21450876 48.62 21510876 48.76 0 (0.14)

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Annual Report 2015-16

c) Change in Promoters’ Shareholding (please specify, if there is no change)

There has been change in the Shareholding of Promoter Group of the Company. During the year, Mr. Vishal Baid and M/s.
Jai Polypan Pvt. Ltd. purchased shares and necessary intimations/disclosures were given under SEBI Regulations.
d) Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs):
SN Name of the Shareholder Shareholding at the Cumulative Shareholding
beginning during the
of the year Year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company
1. Allegeny Finlease Pvt. Ltd.
Opening Balance 6181593 14.01 6181593 14.01
Transaction Purchase/(Sale) from April 1, 2015 upto March 0.00 0.00 6181593 14.01
31, 2016
Closing Balance 6181593 14.01
2 BS Trade Invest Pvt. Ltd.
Opening Balance 4202094 9.52 4202094 9.52
Transaction Purchase/(Sale) from April 1, 2015 upto March (18974) 0.04 4183120 9.48
31, 2016
Closing Balance 4183120 9.48
3. Matthews India Fund
Opening Balance 1916830 4.35 1916830 4.35
Transaction Purchase/(Sale) from April 1, 2015 upto March 159902 0.36 2076732 4.71
31, 2016
Closing Balance 2076732 4.71
4 Sachchiya Enterprises Pvt. Ltd.
Opening Balance 1540592 3.49 1540592 3.49
Transaction Purchase/(Sale) from April 1, 2015 upto March 0.00 0.00 1540592 3.49
31, 2016
Closing Balance 1540592 3.49
5 Dinero Wealth Pvt. Ltd.
Opening Balance 689290 1.56 689290 1.56
Transaction Purchase/(Sale) from April 1, 2015 upto March 362431 0.82 1051721 2.38
31, 2016
Closing Balance 1051721 2.38
6 EM Resurgent Fund
Opening Balance 880456 2.00 880456 2.00
Transaction Purchase/(Sale) from April 1, 2015 upto March 0.00 0.00 880456 2.00
31, 2016
Closing Balance 880456 2.00
7 KJMC Financial Services Ltd.
Opening Balance 613083 1.39 613083 1.39
Transaction Purchase/(Sale) from April 1, 2015 upto March 21812 0.05 634895 1.44
31, 2016
Closing Balance 634895 1.44
8 Pantagon Builders Pvt. Ltd.
Opening Balance 453188 1.03 453188 1.03
Transaction Purchase/(Sale) from April 1, 2015 upto March (131035) 0.30 322153 0.73
31, 2016

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Annual Report 2015-16

Closing Balance 322153 0.73

9 Ashish Kacholia
Opening Balance 0 0.00 0 0.00
Transaction Purchase/(Sale) from April 1, 2015 upto March 216864 0.49 216864 0.49
31, 2016
Closing Balance 216864 0.49
10 Matthews Asia Funds - India Fund
Opening Balance 0 0.00 0 0.00
Transaction Purchase/(Sale) from April 1, 2015 upto March 140333 0.32 140333 0.32
31, 2016
Closing Balance 140333 0.32

e) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Shareholding at the Cumulative Shareholding
Personnel beginning during the
of the year Year
No. of % of total No. of shares % of total
shares shares of the shares of the
company company
1. Himanshu Baid (Managing Director)
Opening Balance 4037312 9.15 4037312 9.15
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 4037312 9.15
31, 2016
Closing Balance 4037312 9.15
2 Rishi Baid (Executive Director)
Opening Balance 4913024 11.14 4913024 11.14
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 4913024 11.14
31, 2016
Closing Balance 4913024 11.14
3. Devendra Raj Mehta (Chairman)
Opening Balance 0 0.00 0 0.00
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 0 0.00
31, 2016
Closing Balance 0 0.00
4 Dr. Sohan Raj Mohnot (Director)*
Opening Balance 48000 0.11 48000 0.11
Transaction Purchase/(Sale) from April 1, 2015 upto March (48000) 0.11 0 0.00
31, 2016
Closing Balance 0 0.00
5 Jugal Kishore Baid (Director)
Opening Balance 1139688 2.58 1139688 2.58
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 1139688 2.58
31, 2016
Closing Balance 1139688 2.58
6 Mukulika Baid (Director)
Opening Balance 1531200 3.47 1531200 3.47
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 1531200 3.47
31, 2016
Closing Balance 1531200 3.47
7 Yeshwant Singh Choudhary (Director)
Opening Balance 4000 0.02 4000 0.02
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 4000 0.02

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Annual Report 2015-16

31, 2016
Closing Balance 4000 0.02
8 Prakash Chand Surana (Director)
Opening Balance 10920 0.03 10920 0.03
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 10920 0.03
31, 2016
Closing Balance 10920 0.03
9 Shailendra Raj Mehta (Director)
Opening Balance 0 0.00 0 0.00
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 0 0.00
31, 2016
Closing Balance 0 0.00
10 Jas Karan Sancheti Oswal (CFO)
Opening Balance 21304 0.05 21304 0.05
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 21304 0.05
31, 2016
Closing Balance 21304 0.05
11 Avinash Chandra (Company Secretary)
Opening Balance 0 0.00 0 0.00
Transaction Purchase/(Sale) from April 1, 2015 upto March 0 0.00 0 0.00
31, 2016
Closing Balance 0 0.00
*Ceased to be a Director w.e.f. 4th October, 2015 due to sad demise

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans Unsecured Total

Deposits
excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 7582.93 --- --- 7582.93
ii) Interest due but not paid 37.32 --- --- 37.32
iii) Interest accrued but not due 30.32 --- --- 30.32
Total (i+ii+iii) 7650.57 --- --- 7650.57

Change in Indebtedness during the financial year

* Addition 320.25 --- --- 320.25
* Reduction ---------- --- --- ----------
Net Change 320.25 --- --- 320.25

Indebtedness at the end of the financial year

i) Principal Amount 7940.07 --- --- 7940.07
ii) Interest due but not paid 30.46 --- --- 30.46
iii) Interest accrued but not due 0.29 --- --- 0.29
Total (i+ii+iii) 7970.82 --- --- 7970.82

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Annual Report 2015-16

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mr. Himanshu Baid Mr. Rishi Baid

1 Gross salary
(a) Salary as per provisions contained in section 17(1) 1,23,71,346 1,18,56,490 2,42,27,836
of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 12,41,340 10,43,786 22,85,126
1961
(c) Profits in lieu of salary under section 17(3)
Income- tax Act, 1961
2 Stock Option NIL NIL
3 Sweat Equity NIL NIL
4 Commission 2,05,00,000 2,05,00,000 4,10,00,000
- as % of profit
- others, specify…
5 Others, please specify NIL NIL
Total (A) 3,41,12,686 3,34,00,276 6,75,12,962
Ceiling as per the Act
10% of Net Profit for all Executive Directors – Managing and Executive
Director
5% of Net Profit to any one Managing or Executive Director

B. Remuneration to other directors

SN. Particulars of Name of Directors Total Amount

Remuneration
Devendra Prakash Sohan Raj Yeshwant Shailendra Raj
Raj Mehta Chand Mohnot* Singh Mehta
Surana Choudhary
1 Independent Directors
Fee for attending board 2,95,000 3,90,000 1,65,000 3,25,000 3,25,000 15,00,000
committee meetings
Commission 7,50,000 7,50,000 NIL 7,50,000 7,50,000 30,00,000
Others, please specify
Total (1) 10,45,000 11,40,000 1,65,000 10,75,000 10,75,000 45,00,000
2 Other Non-Executive Jugal Kishore Baid Mukulika Baid
Directors
Fee for attending board
committee meetings 2,95,000 2,70,000 5,65,000
Commission
7,50,000 7,50,000 15,00,000
Others, please specify
Total (2)
10,45,000 10,20,000 20,65,000
Total (B)=(1+2)
65,65,000 65,65,000

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Annual Report 2015-16

Total Managerial
Remuneration 7,40,77,962 7,40,77,962
Overall Ceiling as per the 1% of Net Profits of the Company for all Non-Executive Directors
Act
*Ceased to be a Director w.e.f. 4th October, 2015 due to sad demise
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
SN Particulars of Remuneration Key Managerial Personnel

Jas Karan Sancheti Avinash Chandra Total

(CFO) (CS)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the 31,45,248 4,98,663 36,43,911
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1,18,800 17,882 1,36,682
(c) Profits in lieu of salary under section 17(3) Income-tax
Act, 1961
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission
- as % of profit 0 0 0
others, specify…
5 Others, please specify
Total 32,64,048 5,16,545 37,80,593

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty / Authority Appeal made,
Companies Act/Indian Description Punishment/ Compounding [RD / NCLT/ if any (give
Stamp Act fees imposed COURT] Details)
A. COMPANY
Penalty NIL NIL NIL NIL NA

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

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Annual Report 2015-16

Annexure-3 v. The following regulations and guidelines prescribed

B.K. Sethi & Co. Tel:43036172, 22146283 under the Securities and Exchange Board of India Act,
1992 ('SEBI Act'):-
Company Secretaries Mobile: 9810205828
a) The Securities and Exchange Board of India (Substantial
C-195, Vivek Vihar Email: sethibk.100@gmail.com Acquisitions of Shares and Takeovers) Regulations, 2011;
Delhi-110095 b) The Securities and Exchange Board of India (Prohibition
Form No. MR-3 of Insider Trading) Regulations, 1992
c) The Securities and Exchange Board of India (Issue of
SECRETARIAL AUDIT REPORT
Capital and Disclosure Requirements) Regulations 2009;
FOR THE FINANCIAL YEAR ENDED 31.03.2016 d) The Securities and Exchange Board of India (Employee
[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 Stock Option Scheme and Employee Stock Purchase
AND RULE NO. 9 OF THE COMPANIES (APPOINTMENT AND Scheme) Guidelines, 1999;
REMUNERATION PERSONNEL) RULES, 2014 e) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008;
To, f) The Securities and Exchange Board of India (Registrars to
The Members, an Issue and Share Transfer Agents) Regulations, 1993
Poly Medicure Limited regarding the Companies Act and dealing with Client;
We have conducted the Secretarial Audit of the compliance of g) The Securities and Exchange Board of India (Delisting of
applicable statutory provisions and the adherence to good Equity Shares) Regulations, 2009; and
corporate practices by M/s. Poly Medicure Limited (hereinafter h) The Securities and Exchange Board of India (Buyback of
called the Company). Secretarial Audit was conducted in a manner Securities) Regulations, 1998;
that provided us a reasonable basis for evaluating the corporate
vi. Drugs and Cosmetics Act, 1940 (Mention the other laws
conducts/statutory compliances and expressing our opinion
as may be applicable specifically to the Company)
thereon.
We have also examined Compliance with the applicable clauses of
We have examined the books, papers, minute books, forms and
the following:
returns filled and other records maintained by M/s. Poly Medicure
i. Secretarial Standards issued by the Institute of Company
Limited ("the Company") for the financial year ended on 31st
Secretaries of India.
March, 2016 according to the provisions of:
ii. The Listing Agreements entered into by the Company
Based on our verification of the Companies books, papers, minute with Bombay Stock Exchange and National Stock
book, forms and returns filed and other records maintained by the Exchange;
Company and also the information provided by the Company, its iii. SEBI (Listing Obligations and Disclosure Requirements)
officers, agents and authorised representatives during the conduct Regulations, 2015
of Secretarial Audit, We hereby report that in our opinion, the During the period under review the Company has complied with
Company has , during the audit period covering the financial year the provisions of the Act, Rules, Regulations, Guidelines, Standards
ended on 31st March, 2016, complied with the statutory provisions etc mentioned above.
listed hereunder and also that the Company has proper Board
We also examined the compliance of the undermentioned laws on
process and compliance-mechanism in place to the extent, in the
test check basis. Other laws applicable to the Company :
manner and subject to the reporting made hereinafter:
i. The Companies Act, 2013 (the Act) and the rules made Employees State Insurance Act; Employees Provident Fund and
thereunder; Misc. Provisions Act, 1952; Factories Act, 1948; Payment of Wages
However, the Company has not been able to spend all Act, 1948; Payment of Bonus Act, 1965; Payment of Gratuity Act,
the funds required to be spent on CSR activities during 1972; Employees Compensation Act, 1923; The Trade Union Act,
the years 2014-15 and 2015-16. A total of 54.04 lacs is 1926; Contract Labour (Regulation and Abolition) Act, 1970;
lying unspent with the Company. The Company has Maternity Benefit Act, 1961; Industrial Employment and Standing
explained that it intends to use the unspent amount for Orders Act, 1946; Sexual Harassment of Women at Work Place
future CSR activities. (Prevention, Prohibition and Regulation) Act, 2013; Acts prescribed
ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") under Direct Tax and Indirect Taxes.
and the rules made thereunder; For B.K. Sethi & Company
iii. The Depositories Act, 1996 and the Regulations and bye-
laws framed thereunder; B.K. Sethi
iv. Foreign Exchange Management Act, 1999 and the rules Proprietor
and regulations made thereunder to the extent of FCS-853/CP-913
Foreign Direct Investment, Overseas Direct Investment New Delhi
and external Commercial Borrowings; dated the 8th August, 2016

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Annual Report 2015-16

Annexure-4

st
Details of Investments as on 31 March, 2016
S. No. Name of Company Relationship Amount (INR) (in Lakhs)
1 U.S. Safety Syringes Co. LLC, USA* Subsidiary 130.33
2 Poly Medicure (Laiyang) Co. ltd. China* Subsidiary 472.39
3 Ultra for Medical Products (U.M.I.C) S.A.E., Egypt* Associate 88.67
*Exempt under section 186 of the Companies, Act, 2013
st
Details of Loans given during the year ending 31 March, 2016
S. No. Name of Company Relationship Amount (INR) (in Lakhs)
1 Poly Medicure (Laiyang) Co. ltd. China Subsidiary 178.88

st
Details of Guarantees as on 31 March, 2016
The Company has not issued any Corporate Guarantee.

Annexure-5 (f) Date(s) of approval by the Board: NA

(g) Amount paid as advances, if any: NA
Form No. AOC-2 (h) Date on which the special resolution was passed in
general meeting as required under first proviso to section
(Pursuant to clause (h) of sub-section (3) of section 134 of 188: NA
the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014) 2. Details of material contracts or arrangement or
transactions at arm’s length basis:
Form for disclosure of particulars of contracts/
arrangements entered into by the company with related (a) Name(s) of the related party and nature of relationship:
parties referred to in sub-section (1) of section 188 of the M/s. Vitromed Healthcare, Jaipur
Companies Act, 2013 including certain arms length (b) Nature of contracts/arrangements/transactions: Sales
transactions under third proviso thereto Contract with M/s Vitromed Healthcare, Jaipur.
(c) Duration of the contracts / arrangements/transactions:
1. Details of contracts or arrangements or transactions 3 (Three) Years.
not at arm’s length basis: (d) Salient terms of the contracts or arrangements or
transactions including the value, if any: The Company
None; DURING THE REPORTING PERIOD, ALL hereby agrees to sell its products and components of
TRANSACTIONS WERE AT ARM’S LENGTH BASIS Medical Devices to the Buyer on fair price
basis/Prevailing market rates.
(a) Name(s) of the related party and nature of relationship:
st
NA (e) Date(s) of approval by the Board, if any: 01 April, 2014
(b) Nature of contracts/arrangements/transactions: NA (f) Amount paid as advances, if any: No Advance
(c) Duration of the contracts / arrangements/transactions:
NA 3. Details of material contracts or arrangement or
(d) Salient terms of the contracts or arrangements or transactions at arm’s length basis:
transactions including the value, if any: NA
(e) Justification for entering into such contracts or (a) Name(s) of the related party and nature of relationship:
arrangements or transactions NA M/s. Vitromed Healthcare, Jaipur

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Annual Report 2015-16

(b) Nature of contracts/arrangements/transactions: (a) Name(s) of the related party and nature of relationship:
Purchase Contract with M/s Vitromed Healthcare, Jaipur. M/s. Vitromed Healthcare, Jaipur
(c) Duration of the contracts / arrangements/transactions: (b) Nature of contracts/arrangements/transactions: Rent
3 (Three) Years. Contract with M/s Vitromed Healthcare, Jaipur
(d) Salient terms of the contracts or arrangements or (c) Duration of the contracts / arrangements/transactions:
transactions including the value, if any: The Company N/A
hereby agrees to purchase products and components of (d) Salient terms of the contracts or arrangements or
Medical Devices from the Seller on fair price transactions including the value, if any: The Company
basis/Prevailing market rates. hereby agrees to give the property on rent on fair price
th
(e) Date(s) of approval by the Board, if any: 9 February, basis/Prevailing market rates.
st
2013 (e) Date(s) of approval by the Board, if any: 31 July, 2006
(f) Amount paid as advances, if any: No Advance (f) Amount paid as advances, if any: No Advance

4. Details of material contracts or arrangement or 7. Details of material contracts or arrangement or

transactions at arm’s length basis: transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: (a) Name(s) of the related party and nature of relationship:
M/s. Vitromed Healthcare, Jaipur M/s. Ultra for Medical Products, Egypt, in which Company
(b) Nature of contracts/arrangements/transactions: Job has 23% shareholding and Shri Himanshu Baid and Shri
work Contract with M/s Vitromed Healthcare, Jaipur. Rishi Baid, Directors of the Company, is also Directors in
(c) Duration of the contracts / arrangements/transactions: M/s. Ultra for Medical Products, Egypt.
3 (Three) Years. (b) Nature of contracts/arrangements/transactions: Sales
(d) Salient terms of the contracts or arrangements or Contract with M/s Ultra for Medical Products, Egypt
transactions including the value, if any: The Company (c) Duration of the contracts / arrangements/transactions:
hereby agrees for job work contracts for some of the 2 (Two) Years i.e. FY 2014-15 and 2015-16
products and components of Medical Devices on (d) Salient terms of the contracts or arrangements or
prevailing market rates. transactions including the value, if any: The Company
th
(e) Date(s) of approval by the Board, if any: 13 May, 2013 hereby agrees to sell goods and materials, for the
(f) Amount paid as advances, if any: No Advance maximum amount of ₹ 20 Crores per annum on fair price
basis/Prevailing market rates subject to transfer pricing
5. Details of material contracts or arrangement or norms prevalent in the Country.
th
transactions at arm’s length basis: (e) Date(s) of approval by the Board, if any: 30 July, 2014
(f) Amount paid as advances, if any: No Advance
(a) Name(s) of the related party and nature of relationship:
M/s. Jai Polypan Pvt. Ltd., Jaipur For and on behalf of Board of Directors
(b) Nature of contracts/arrangements/transactions: Rent
Contract with M/s Jai Polypan Pvt. Ltd., Jaipur
(c) Duration of the contracts / arrangements/transactions: New Delhi D. R. Mehta Himanshu Baid
th
N/A 8 August, 2016 Chairman Managing Director
(d) Salient terms of the contracts or arrangements or
transactions including the value, if any: The Company
hereby agrees to take property on rent on fair price
basis/Prevailing market rates.
nd
(e) Date(s) of approval by the Board, if any: 2 June, 2000
(f) Amount paid as advances, if any: No Advance

6. Details of material contracts or arrangement or

transactions at arm’s length basis:

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Annual Report 2015-16

Annexure-6 2. The composition of CSR committee

As at 31st March, 2016, the Corporate Social Responsibility
ANNUAL REPORT ON CSR PURSUANT TO RULES 8 & 9 OF Committee comprises of 3 (Three) members of the Board,
COMPANIES (CORPORATE SOCIAL RESPONSIBILITY 2 (Two) of which are Non-Executive Directors and
POLICY) RULES, 2014 remaining 1 (One) is Managing Director. The Chairman of
the Committee is an Independent Director.
1. A brief outline of the company’s CSR policy, including
overview of projects or programs proposed to be S. NO. NAME DESIGNATION
undertaken and a reference to the web-link to the CSR 1 Shri Devendra Raj Chairman
policy and projects or program. Mehta
2 Shri Jugal Kishore Baid Member
In adherence to section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility 3 Shri Himanshu Baid Member
Policy) Rules, 2014, the Board of Directors upon the
recommendation of CSR Committee, in its meeting held on 3. Average net profit of the Company for last 3 FY
th
15 May, 2014, has approved a CSR Policy of the The Average Net Profit of three financial years preceding
Company. the reporting financial year (i.e. 2014-15, 2013-14, 2012-
13) calculated in accordance with section 135 of the
In accordance with the primary CSR philosophy of the Companies Act, 2013 is ₹ 5,977.06 Lacs.
Company and the specified activities under Schedule VII to
the Companies Act, 2013, the CSR activities of the 4. Prescribed CSR Expenditure (2% of the amount as in
Company cover certain thrust areas such as Eradicating item 3 above)
hunger, poverty and malnutrition, Promoting Health Care, The prescribed CSR Expenditure to be incurred during the
Promoting gender equality and empowering women, financial year i.e. 2015-16 is ₹ 119.54 Lacs.
supporting education and healthcare. 5. Details of CSR spent during the FY
(a) Total amount to be spent for the FY = ₹ 119.54 Lacs
The Corporate Social Responsibility Policy of the Company (b) Amount unspent = ₹ 26.09 Lacs
is available on the website of the Company (c) Manner in which the amount spent during the FY is
http://www.polymedicure.com/wp- detailed below:
content/uploads/2015/03/CSR_Policy_2015.pdf. (₹ in Lacs)

S. CSR Project or Sector in Projects or Amount Amount Cumulative Amount Spent:

No activity defined which the programs Outlay spent on the Expenditure Direct or
project is (budget) projects or upto the through
covered* project or program reporting implementing
program period agency
wise
1 On Providing (i) Eradicating Hunger, 50.00 30.98 30.98 30.98
food and related poverty and
services malnutrition
2 On Promotion of (i) Promoting 10.00 3.45 3.45 3.45
Healthcare healthcare including
Preventive
Healthcare through
awareness
programmes
3 On Promotion of (ii) Promoting gender 50.00 46.81 46.81 46.81
Education equality and
including empowering
provision for women.
Scholarship

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4 On Welfare for (ii) Promoting gender 15.00 12.21 12.21 12.21

disabled person equality and
empowering
women.
Total 120.00 93.45 93.45 93.45
* Sector refers to the Entries specified in Schedule VII to the Companies Act, 2013.

6. In case the company has failed to spend the 2% of the average net profit of the last 3 FYs or any part thereof, the
company shall provide the reason for not spending the amount in its board report.
The Company’s CSR initiatives usually involve setting the foundation of various programs at a small scale to learn from on-
ground realities, getting feedback from community and then putting an enhanced sustainable model to ensure maximum
benefit to the community. For this reason, during the year, the Company’s spend on the CSR activities has been less than
the limits prescribed under Companies Act, 2013. The CSR activities are scalable which coupled with new initiatives that
may be considered in future, moving forward the Company will endeavor to spend on CSR activities in accordance with
the prescribed limits.

7. Responsibility Statement
The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

For and on behalf of Board of Directors

th
8 August, 2016 D. R. Mehta Himanshu Baid
New Delhi Chairman Managing Director

Annexure-7 (ii) Percentage – Shri Himanshu Baid, MD – 4.32%

increase in – Shri Rishi Baid, ED – 3.91%
(A) DETAILS PURSUANT TO THE PROVISIONS OF SECTION remuneration – Shri Jas Karan Sancheti Oswal, CFO –
of each (2.51 %)
197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
Director, Chief
5(1) OF THE COMPANIES (APPOINTMENT AND
Financial
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, Officer, Chief
2014 Executive
Officer,
Relevant Prescribed Particulars Company
Clause Requirement Secretary or
u/r 5(1) Manager, if any,
(i) Ratio of the – Ratio of the remuneration of Shri in the financial
remuneration Himanshu Baid, Managing Director to year
of each director the median remuneration of the
to the median employees – 161 :1 (iii) Percentage 29.09%
remuneration – Ratio of the remuneration of Shri Rishi increase in the
of the Baid, Executive Director to the median median
employees of remuneration of the employees – 158 : remuneration
the company 1 of employees in
for the financial – Ratio of the remuneration of Shri Jas the financial
year Karan Sancheti Oswal, CFO – 15 : 1 year
(iv) Number of 1,594 Employees
permanent

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Annual Report 2015-16

employees on the company as

the rolls of at the close of
company the current
(v) Explanation on Average increase in remuneration – financial year
the relationship 29.09% and previous
between Average increase in Profit Before Tax – financial year
average (23.25%) (viii) Comparison of Covered in sub-clause (vi) above.
increase in the each
remuneration remuneration
and company of the Key
performance Managerial
(vi) Comparison of KMP Remun Company Personnel
the eration Performance against the
remuneration Shri (₹ in (PBT) performance of
of the Key Himanshu Lacs) (₹ in Lacs) the company
Managerial Baid 341.13 (ix) Key parameters • Financial and operating performance
Personnel Shri Rishi for any variable of the Company
against the Baid 334.00 component of • Industry/ sector trends for the
performance of Shri Jas 6,504.16 remuneration remuneration paid to executive
the Company Karan 32.64 availed by the directorate
Sancheti directors
Oswal (x) Ratio of the Not Applicable. There is no such
(vii) Variations in Variations in the market capitalization remuneration employee who received remuneration
the market – Market capitalisation as at 31st of the highest in excess of the highest paid director
capitalisation of March, 2015: ₹ 2,22,684.65 lacs paid director to during the year.
the company, – Market capitalisation as at 31st that of the
price earnings March, 2016: ₹ 1,25,238.10 lacs employees who
ratio as at the are not
closing date of Variations in the PE Ratio directors but
the current – PE Ratio as at 31st March, 2015: 35.60 receive
financial year – PE Ratio as at 31st March, 2016: 26.36 remuneration in
and previous excess of the
financial year 226 times increase in the market highest paid
and percentage quotation of the Shares in comparison director during
increase over to the rate at which the company came the year
decrease in the out with IPO, adjusted for bonus issue / (xi) Affirmation that The remuneration is as per the
market split. the Nomination and Remuneration Policy
quotations of remuneration is for the Directors, Key Managerial
the shares of as per the Personnel and Other Employees of the
the company in remuneration Company, formulated pursuant to the
comparison to policy of the provisions of section 178 of the
the rate at company Companies Act, 2013.
which the
company came
out with the
last public offer
in case of listed
companies, and
in case of
unlisted
companies, the
variations in the
net worth of

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(B) STATEMENT SHOWING PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
Persons employed for the full year ended March 31st, 2016 who were in receipt of the remuneration which in the
aggregate was not less than ₹ 60,00,000/- p.a.

S. Employee Designation Gross Qualification Total Date of Age in Last Employer

No. Name Remuneration Experience in commencement years & Designation
(₹ In Lacs) Years of Employment Head
1 Shri Managing 341.13 Electronics 28 20th September, 48 Hanuman Tin
Himanshu Director Engineer 1996 Factory
Baid Manager
2 Shri Rishi Executive 334.00 BSME, MSME 23 1st August, 1997 44 Miles Pharma
Baid Director Inc. USA
Engineer

st
Persons employed for part of the year ended 31 March, 2016 who were in receipt of the remuneration which in the
aggregate was not less than ₹ 5,00,000/- p.m.

S. Employee Designation Gross Qualification Total Date of Age in Last Employer &
No. Name Remuneration Experience in commencement years Designation
Years of Employment Head
NIL

Notes:
1. Remuneration includes salary, allowances, company’s contribution to provident fund, commission, retirement
benefits and monetary value of perquisites. The term remuneration has the meaning assigned to it in the
Explanation to Section 198 of the Companies Act, 2013.
2. The nature of employment in all cases is contractual. The other items and conditions are as per the companies
rule.
3. Shri Himanshu Baid, Managing Director is related to Shri Jugal Kishore Baid, Director, Smt. Mukulika Baid, Director
and Shri Rishi Baid, Executive Director.
4. Shri Rishi Baid, Executive Director is related to Shri Jugal Kishore Baid, Director, Smt. Mukulika Baid, Director and
Shri Himanshu Baid, Managing Director.

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Annexure-8
Healthcare Market Size
The healthcare industry in India registered a Compound
MANAGEMENT’S DISCUSSION AND ANALYSIS
Annual Growth Rate (CAGR) of 10% over the past few
years and is expected to reach US$ 145 billion by 2018 and
Overview of the Healthcare Sector
th over US$ 280 billion by 2025 (Source: Deloitte report on
India is the world’s 10 largest economy with a GDP of
Medical Devices in India).
US$1.9 trillion and accounts for approximately 16-17% of
the world’s population with 1.25 billion plus inhabitants.
There is a significant scope for enhancing healthcare
The population is expected to reach 1.4 billion by 2026, of
services considering that healthcare spending as a
which over 50% would be aged 30 years or older,
percentage of GDP is rising. Rural India, which accounts for
compared to 40% currently. As per WHO estimates, of the
over 70 per cent of the population, is set to emerge as a
total 9.8 million deaths occurred in 2012 in India, non-
potential demand source.
communicable diseases (NCDs) accounted for 60% of the
death and nearly 17% were caused due to cardiovascular Medical Device Sector an overview and growth
diseases. While progress has been made in the past opportunities
decade in improving the quality of healthcare services in Globally the medical technology market is expected to be
India, the overall standard of healthcare infrastructure is US$ 600 billion+ by 2025 implying a manufacturing base of
still well below global benchmarks. US$ 200 billion by then. The Indian market is among the
top twenty in the world by market size, and fourth in Asia
The total healthcare expenditure in India was only 3.9% of after Japan, China & South Korea. The Medical Technology
GDP, compared to 8.9% for Brazil, 6.2% for Russia and sector in India valued at US$ 6.3 billion in 2013 at end
5.2% for China. Out-of-pocket expenditure is as high as consumer prices and is growing at 10-12% per year.
61%, with only 25% of the population being covered by Currently the Indian medical devices industry represents
health insurance. just over 1.3% of the global medical device market.
Healthcare Infrastructure The opportunity is significant and most recent studies
Healthcare has become one of the India’s largest sectors – indicate that medical devices expected to be a US$ 25-30
both in terms of revenue and employment. The Indian billion industry in India by 2025. The Indian market is
healthcare sector is growing at a brisk pace due to currently growing at a healthy CAGR of around 10-12%,
strengthening coverage, services and increasing significantly higher than global industry growth of 4-6%.
expenditure by public as well as private players. Industry estimates indicate a much larger potential to
grow at 28% to US$ 50 billion by 2025 with an enabling
There is a significant increase in the number of hospitals policy framework and ecosystem support from the
and hospital beds in India. Bed strength had increased government of India. This growth is expected to be driven
from 0.8 million in 2002 to 1.6 million in 2012, and is by indigenous manufacturing and exports and, sales from
further expected to increase to around 3 million by 2025 to local innovation. At this rate of growth, India is expected to
achieve the target of 3 beds per 1000 people. This increase contribute significantly to the incremental share of the
has been driven primarily by growing presence of global market for 2020-25.
corporate hospital chains, international companies and
service providers entering tier 2 and tier 3 cities. Key drivers which will lead to the rapid growth to the
Indian medical devices sectors are:
The healthcare industry is also witnessing the emergence
• Growing disease burden in the country.
of new formats like chains of multispecialty outpatient
• Increasing income level leading to higher
clinics, mother-and-child hospitals, short stay surgery
affordability
centers, IVF centers etc. which are driving demand for
• Improvement in medical infrastructure
medical devices.
• Innovative business models adopted by
India’s competitive advantage in healthcare lies in its large companies to shape the market and enhance
pool of well-trained medical professionals. India is also access to medical devices beyond metros and tier
cost competitive compared to its peers in Asia and 1
Western countries.

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• Innovating to develop a “For India” portfolio • Development of clusters to support growth and
• Increasing demand due to “Medical Tourism” innovations and Medical Devices parks
• Medical Devices covered under “Make in India”
Current landscape and key considerations for growth of
• Correction in inverted duty structure to help local
Medical Devices Manufacturing in India
manufacturing
Consumables and implants contributed 19% of the total
medical devices industry size in 2014 and expected to grow Overview
at a rate of 10-12% over 2014-2020. We are one of the leading manufacturer and exporter of
Despite the significant presence of domestic players in the medical devices with dominant position in disposable
industry, the Indian medical devices market is still largely medical devices market with focus on innovation, safety
dependent on imports. The size of indigenous and quality and have a vision to provide highest quality of
manufacturing is small and fragmented although healthcare available to all. We manufacture and supply, in
characterized by the presence of both domestic and MNC India and internationally, a diverse portfolio of disposable
players. Local manufacturers are primarily focusing their medical devices in the product verticals of infusion
R&D efforts on developing affordable medical devices for therapy, blood management, gastroenterology, surgery
the lower and middle income segments of the Indian and wound drainage, anesthesia and urology. We had over
market and therefore operate predominantly in the low 100 varieties of disposable medical devices, including
priced, high volume market segments. While the potential veterinary disposable devices.
of the medical devise sector is acknowledged with its We have been recognized as the highest exporter of plastic
inclusion in the ‘Make in India’ initiative, it is essential to medical disposables/ surgical devices from 2011-12 to
leverage the initiatives to kick-start indigenous 2014-15 (continuously for 4 years) by the Plastics Export
manufacturing and realize the twin objectives of Promotion Council, sponsored by Department of
accessibility and affordability. Commerce, Government of India, and have also received
the ‘Gold Award’ for 2014-15 in recognition of our
‘Local innovations’ by the industry players is expected to
commendable contribution in Medical
drive indigenous manufacturing and lead to rapid growth
Devices/Surgical/Diagnostics Category from the
of exports. Exports of medical devices have grown at a rate
Pharmaceuticals Export Promotion Council of India,
of around 12% over the past five years, reaching a value of
supported by the Department of Commerce, Government
USD 1.2 billion in 2014. This indicates strong performance
of India. Approximately 65.57% of our total revenues were
of the domestic manufacturing industry although limited in
attributable to export of our products for fiscal 2016. Our
size. The Consumables and implants segment accounts for
Managing Director, Mr. Himanshu Baid, was awarded
more than 40% of the Medical Device exports from India.
“Business Leader of the Year” by Faridabad Industries
The recent steps taken by the Government of India to Association.
support the medical devices industry includes: Based on the efforts of our research and development
division, we have successfully been granted 144 product
• Separate Medical Device Bill– a long outstanding and process patents globally and have also filed for grant
demand from the industry. The government of an additional 394 patents in India and worldwide. We
recently published the draft medical devices rules are in the process of introducing new products in
for comments from stakeholders and the new Oncology, Nephrology & Respiratory care segments.
Medical Device Bill is expected to be tabled on
Parliament in the 2016 winter session. Our Business
• Appointing a nodal body for medical devices and We currently have six(6) manufacturing facilities across
improving inter-department coordination India, China and Egypt. In India, we have four
• National Medical Devices Policy – which will offer manufacturing facilities, two of which are situated at
benefits to local manufacturers directly subsidize Faridabad, Haryana, and one each in Jaipur, Rajasthan and
various local businesses and offer preferential tax Haridwar, Uttarakhand. One of our facilities in Faridabad
treatment has been inspected by the USFDA under the Quality
System/Good Manufacturing Practices (“QS/GMP”)

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Regulation. Further, our Indian manufacturing facilities Our Manufacturing Facilities

have been accredited with several international quality India
certifications, including CE mark certificates for quality We currently operate four manufacturing facilities in India,
management systems and management system two of which are located at Faridabad (Haryana), one at
certificates for compliance with ISO 9001:2008/ISO Jaipur (Rajasthan) and one at Haridwar (Uttarakhand). Our
13485:2003 by Det Norske Veritas (DNV), Norway. Our manufacturing facilities located at Faridabad, Haryana
manufacturing facility in China is certified to be compliant commenced commercial operations in fiscal 1997 and
with Korea Good Manufacturing Practices by the Korea fiscal 2004 and are spread over a total area of 3,720 square
Food and Drug Administration (“Korea FDA”) and has been meters and 7,920 square meters, respectively. Our
accredited with a CE mark certificate for its products and manufacturing facility located at Haridwar, Uttarakhand
EN ISO 13485:2012 for its quality management system by commenced commercial operations in fiscal 2008 and is
TÜV Rheinland LGA Products GmbH. The Egypt spread over an area of 3,825 square meters. Our
manufacturing facility, Ultra for Medical Products, which manufacturing facility in Jaipur, Rajasthan commenced
operates from the city Assuit is a joint venture (JV) and we commercial operations in fiscal 2015 and is spread over a
hold 23% equity interest. This facility is also accredited total area of 31,211.74 square meters.
with CE mark certificates and ISO 9001:2008/ISO Each of these four manufacturing facilities include a clean
13485:2003 by SGS United Kingdom Ltd. room area, aggregating to a total area of 9,753.59 square
meters, which is a controlled environment designed to
Over the span of 19 years, our broad sales and distribution
prevent contamination of our products during production.
network across pan-India reached over 40 distributors and
1300 dealers. Our long business relationship with Construction of a new facility in IMT, Faridabad has been
mainstream distributors shows the faith and trust they started and which is likely to be ready by third quarter of
have with us. Our domestic sales division also involved in 2017.
creating awareness of our products over 3,000+ private
China
and government hospitals and nursing homes across India.
The Company's China facility has added new warehousing
We export our products to over 90+ countries in Europe,
space to cater for additional production demand. Also,
south-east Asia, the Middle East, South and Central
investments have been made in adding capacity for some
America and Africa through over 150 distributors in these
new products.
jurisdictions.
Egypt
Our Operations
The Associate Company has made additional investments
Our manufacturing facilities situated in India and China. In
to increase manufacturing capacity by 25% and further
addition, we hold a 23% equity interest in Ultra for Medical
investments are planned to increase market share in North
Products, Egypt, that operates a manufacturing facility in
African Countries.
Assuit, Egypt for disposable medical devices.
Manufacturing Process & Technology
Our Products
We use highly sophisticated equipment’s and technology
Our present vast product portfolio comprises more than
to manufacture medical devices under clean room
100 varieties of disposable medical devices which are
conditions. The utilization of these automated equipment’s
broadly divided into eight product verticals. Infusion
and technology reasonably leads to bring the cost per part
Therapy, Anesthesia, Urology, Gastroenterology, Blood
to the lowest possible level with desired design and
Management and Blood Collection, Surgery and Wound
characteristics.
Drainage, Dialysis and Central Venous Access Catheters. All
of our products have been well accepted in the global as Mass production technologies are used to optimize
well as Indian markets. manufacturing costs. The company is focusing in new
emerging trends in medical plastic engineering like bonded
We also seek to further develop our portfolio of safety
joint technology, welding of thermo plastic components to
medical devices in several product verticals and foray into
enhance the performance of its products.
new product verticals with a focus on developing and
manufacturing critical care medical devices.

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The company is making investment in advanced extrusion developed long term relationships with a majority of our
technologies such as small tube diameters, reduced wall distributors.
thickness, improved functionability and variable properties
In addition to our distribution network, our sales &
along the length and cross section of the tube to cater the
marketing division comprising of over 225 employees, as of
critical care segment.
March 31, 2016, is involved in the creating awareness of
Research and Development our products in over 3,000 private and government
Our R&D (Research & Development) plays a very hospitals, including by conducting continuing medical
important role in the success of our business. R&D education (CME) programmes in several hospitals and
contributes to sustainability of business. It is the R&D health centers.
function that provides a platform for creativity and
Financial Performance
innovation to flourish. R&D helps our business to have a
Income
competitive edge over the competitors. It also leads to
Our total revenues comprise revenue from operations
long term business sustainability. Some of the key features
(sale of products and other operating revenues, net of
of our R&D activities are:
excise duty paid or payable) and other income (including
• Our Research and Development center has more interest income, dividend income and other non-operating
than 40 qualified staff. income).
• Excellent infrastructure in CAD, CAM and Analysis Total revenue increased from ₹ 39,846.75 lacs in fiscal
software. 2015 to ₹ 42,052.31 lacs in fiscal 2016 primarily due to
• Constant skill upgradation programs. growth in our revenue from operations, for reasons
• Research and Development activities includes described below.
Product design, Proto typing lab, Tool design
Revenue from Operations
capabilities and Metrology lab.
Gross revenue from operations increased from ₹ 39,513.69
• Research and Development team also works in lacs in fiscal 2015 to ₹ 41,793.32 lacs in fiscal 2016 and our
enhancing process stability, improve quality and net revenue from operations increased from ₹ 39,034.70
enhance productivity maintaining cost lacs in fiscal 2015 to ₹ 41,225.72 lacs in fiscal 2016, which
effectiveness. was primarily due to increased sales of our products.
• Developing strong knowledge of IPR to strengthen
innovation. Sale of products, increased from ₹ 38,875.19 lacs in fiscal
2015 to ₹ 41,317.56 lacs in fiscal 2016 (which constituted
To further argument R&D Capabilities, new Research and sale of manufactured goods of ₹ 40,532.48 lacs and sale of
Development center in Faridabad is under construction traded goods of ₹ 785.08 lacs), primarily on account of
and will be operational by Quarter 3 of the fiscal 2016. increase in sales of our products, including from the
Some of the key features of new Research and continued sale of our medical devices Infusion therapy
Development Center are: products and blood management products.
• New 15-20 qualified research staff will added to Other operating revenues decreased from ₹ 638.50 lacs in
function innovate in new areas of Business. fiscal 2015 to ₹ 475.76 lacs in fiscal 2016.
• Doubling our current infrastructure for tooling Other Income
and design. Other income increased from ₹ 812.05 lacs in fiscal 2015 to
• Adding "state-of-art" softwares. ₹ 826.59 lacs in fiscal 2016 primarily on account of increase
• Creation of new generation of Medical Devices. in interest income, gains on net foreign exchange
• Development of new technology platforms. fluctuations and gains on fixed assets sold/discarded.
Sales and Distribution Network Expenses
Our country-wide sales and distribution network in India Our total expenses except finance cost, depreciation & tax
enables us to have a wide market base. As of March 31, increased from ₹ 30,622.42 lacs in fiscal 2015 to ₹
2016, our distribution network included over 40 32,648.12 lacs in fiscal 2016.
distributors and over 1300 dealers. We believe we have

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Cost of raw materials including packing materials Our profit before tax decreased from ₹ 8,475.19 lacs in
consumed and purchase of stock-in-trade fiscal 2015 to ₹ 6,504.16 lacs in fiscal 2016, largely due to
Cost of raw materials including packing materials exceptional income in previous year.
consumed (which mainly includes plastic granules, PVC
Tax Expenses
sheets, boxes, medical paper and film) and purchase of
Tax expenses decreased from ₹ 2,309.90 lacs in fiscal 2015
stock-in-trade increased from ₹ 14,655.41 lacs in fiscal
(which consisted of current tax of ₹ 2,055.34 lacs, tax
2015 to ₹ 14,767.79 lacs in fiscal 2016 due to increased
adjustment for earlier years of ₹ 2.35 lacs, deferred tax of
production.
₹ 252.21 lacs) to ₹ 1,756.87 lacs in fiscal 2016 (which
Employee Benefit Expenses consisted of current tax of ₹ 1,604.33 lacs, tax adjustment
Employee benefit expenses increased from ₹ 6,499.18 lacs for earlier years (net) of (₹ 2.35) lacs and deferred tax of ₹
in fiscal 2015 to ₹ 7,477.49 lacs in fiscal 2016, primarily due 154.89 lacs) primarily due to an decrease in the profit for
to an increase in minimum wages & higher provision of fiscal 2016.
bonus, and on account of increase in the number of full
Profit for the Year
time employees from 1,586 as on March 31, 2015 to 1,594
For the various reasons discussed above, profit for the year
as on March 31, 2016.
decreased from ₹ 6,165.29 lacs in fiscal 2015 to ₹ 4,747.29
Research and development expenses lacs in fiscal 2016.
Research and development expenses increased from ₹
Share of profit from associates
846.66 lacs in fiscal 2015 to ₹ 871.13 lacs in fiscal 2016. As
Share of profit from our associate Ultra for Medical
a percentage of our total revenue, research and
Products (U.M.I.C) S.A.E., Egypt, increased from ₹ 66.99
development expenses decreased from 2.12% in fiscal
lacs in fiscal 2015 to ₹ 79.50 lacs in fiscal 2016.
2015 to 2.07% in fiscal 2016.
Net profit for the year
Other Expenses
For the various reasons discussed above, net profit for the
Other expenses increased from ₹ 9,019.11 lacs in fiscal
year decreased from ₹ 6,232.28 lacs in fiscal 2015 to ₹
2015 to ₹ 9,510.68 lacs in fiscal 2016, primarily on account
4,826.79 lacs in fiscal 2016.
of increase in power and fuel expenses and other
manufacturing expenses. Risks Relating to Our Business and Operations
Our Company leverages its deep domain and management
Earnings before interest, tax, depreciation and
insights to undertake proactive counter-measures that
amortization.
strengthen viability across verticals, products, geographies
Our EBITDA increased from ₹ 9,224.33 lacs in fiscal 2015 to
and market cycles. The Company has implemented an
₹ 9,404.19 lacs in fiscal 2016.
integrated risk management approach through which it
Depreciation and amortization expenses reviews and assesses significant risks on a regular basis to
Our depreciation and amortization expenses increased help ensure that there is a robust system of internal
from ₹ 1,877.09 lacs in fiscal 2015, to ₹ 2,102.89 lacs in controls in place. Governed by a strong compliance ethic, it
fiscal 2016, primarily on account of depreciation on setting relies heavily on risk management and forecasting
up of our manufacturing facility in Jaipur (Rajasthan) in frameworks to manage competitive, economic, financial,
fiscal 2015 and increase in gross block. Further, with effect geo-political and social risks. Company has put in place
from April 1, 2014, our Company has revised the estimated response mechanisms that mitigate environmental,
useful life of all of its fixed assets in accordance with operational and business risks and minimize impact on
Schedule II of the Companies Act, 2013. business.
Finance costs
Recent swings in global currencies & political uncertainties
Our finance costs decreased from ₹ 829.85 lacs in fiscal
have brought exchange-rate risk back to the forefront for
2015, to ₹ 797.14 lacs in fiscal 2016, primarily on account
companies working with suppliers, production, or
of decrease in borrowings.
customers in different currencies. What really matters to
Profit Before Tax your Company are changes in real terms—that is, when
currency changes are adjusted for differences in inflation.
That often works itself out over the long term, but not for

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all currencies and not necessarily in the short term. Related party transactions
Considering your Company’s international ambitions and Policy on dealing with Related Party Transactions and
value delivery potential of global supply chains, detailed Materiality, is available on the Company’s website. As per
analysis of currency dynamics is very much required for the said Policy, all Related Party Transactions are pre-
making right decisions. The Company was able to cope up approved by the Audit Committee and Board as and when
with these pressures due to strong operational efficiency required. The same are also reviewed by the Audit
and increased market share of its products. Committee on a quarterly / annual basis. All
Extreme volatility of exchange rate of rupee against US contracts/arrangements/transactions entered into by the
dollar can have significant impact on the Company's Company during the financial year 2015-16 with Related
operations because approximately 65.57% of its total Parties were in the ordinary course of business and on
revenues consist of exports. arm’s length basis. Also, there was no
contract/arrangement/transaction with any of the Related
Our distributors rely on the timely delivery of our products
Parties which could be considered material in accordance
and our ability to provide an uninterrupted supply of our
with the Companies Act, 2013, Rules framed thereunder
products is critical to our business. Any disruption at our
and Regulation 30 of Securities and Exchange Board of
manufacturing facilities on account of any of these factors
India (Listing Obligations and Disclosure Requirements)
could result in interruption in our manufacturing process
Regulations, 2015.
and delay the delivery of products to our distributors.
Further, any labor disruptions or delay in delivery of Details of Related Party Transactions entered into by the
equipment by our suppliers or any disruption in the power Company during the financial year 2015-16 are provided in
supply, for which we rely on local utilities, may result in us Note 30 to the Financial Statements.
breaching our product deadlines and thereby, materially
Opportunity
adversely affecting our business, cash flows, financial
With over 70% of the demand for medical devices being
conditions and results of operations.
met through imports, the import bill will be significant for
The uncertainty of a risk event as well as the probability of both growth trajectories - organic and inorganic growth of
occurrence or potential impact should decrease by the medical devices industry in India. Apart from reducing
selecting the appropriate risk mitigation strategy. Four the import bill, ‘Make in India’ has the potential to attract
mitigation strategy categories broadly used by your investments, generate revenue for the exchequer, earn
Company are: Risk avoidance, Risk reduction, Risk foreign exchange earnings through increased exports and
Retention and Risk transfer. generate direct and indirect employment.
Potential impact of Make in India for Medical Devices:
Internal Control System & Adequacy
Internal controls encompass a set of rules, policies and a. Increased investments and revenue generation
procedures to provide reasonable assurance for for the exchequer: With medical devices opening
achievement of an organisation’s objectives in operational up 100% FDI through automatic route, the sector
effectiveness and efficiency, reliable financial reporting, is expected to attract further investments in the
and compliance with laws, regulations and policies. We next decade
have internal control systems that are commensurate with
b. Foreign exchange earnings: By 2025, according to
the size and nature of its operations. We have adequate
industry estimates, the medical equipment
internal financial controls which were tested by
devices segment is expected to generate forex
independent agencies and no material weaknesses were
earnings of approximately US$ 10 billion.
observed. Standard Operating Procedures are in place for
critical areas of operations and the same are reviewed c. Employment generation: Medical Devices
periodically. The internal audit team monitors the industry will create a multiplier effect on
effectiveness of the internal control systems. The employment generation, along the lines of the
recommendations of the internal audit team on overall healthcare sector. “For every addition of
improvements in the operating procedures and control bed to hospital bed capacity in India, it is
systems are for further strengthening the operating estimated that 25-30 direct/indirect employment
procedures. opportunities are created”

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d. Government as a policy maker for macro-

economic environment for Make in India
Initiative: The Government’s role as a
policymaker for the macroeconomic environment
supporting the Make in India initiative would have
a significant impact on the initiative for the
medical devices industry. While there are
dimensions specific to the medical
devices/healthcare industry the broader aspects
relating to manufacturing in India are industry
agnostic and need to be addressed.
e. Health Insurance: Cover diagnostics and
screening products outside the IPD settings
(including home care etc.) – wider coverage to
increase demand: Health insurance coverage in
(Source: Deloitte report on Medical Devices in India)
India typically does not include OPD settings.
Coverage for screening, diagnostics and
monitoring products outside the IPD setting
Human Resources
would increase demand for medical devices and
Our employees contribute significantly to our business
also promote prevention and early detection.
operations. As of March 31, 2016, our Company had 1,594
Health insurance players need to explore
employees, including over 150 engineers.
possibilities of covering such diagnostics and
home care devices, including wearable medical Human Resources is a business field focused on
devices, integrated mHealth based devices etc. maximizing employees productivity. We manage the
human capital of the organization and focus on
As the penetration of insurance grows, insurance
implementing policies and processes. We are focusing on
companies can bring in quality of medical devices
recruiting, training, employee relations or benefits.
under the reimbursement net. Indigenously
Through Training and development, we ensure that
manufactured devices can be provided a higher
employees are trained and have continuous development.
level of reimbursement under both private and
This is done through training programs, performance
Government insurance programs, thus
evaluations and reward programs. Due to changes in
encouraging local production
business, in the current global work environment,
businesses are moving globally and forming more diverse
teams. It is the role of human resources to make sure that
these teams can function and people are able to
communicate cross culturally and across borders.
We also take care of health of our people and conduct
regular health check-up programme for the employees.
We conduct fun at work place activities, celebrate the
different events among the employees to keep them
happy, engaged and motivated to have a feeling of friendly
environment. We also provide good remuneration and
benefits to our employees to attract the best talent and
retain them.
We also take care of the society as well and we have taken
many initiatives to provide the basic amenities and to
improve the infrastructure of the schools in the area.

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Insurance public investment in healthcare and growing demand for

We maintain insurance policies with reputed independent quality healthcare.
insurers in relation to our business and operations and our
We believe that our focus on innovation, safety and
assets such as our buildings, equipment and inventories.
quality, product range and competitive pricing have
Our principal types of insurance coverage include directors
enabled us to develop strong brand recognition in the
and officers insurance, product liability insurance to cover
Indian and international markets.
risks arising from injuries or damages caused by our
products, standard fire and special perils insurance for our Experienced management team and skilled employee
plants and machineries and buildings at our manufacturing base
facilities to cover risks such as fire and other ancillary perils The Company's biggest asset is its committed, well trained
and marine cargo policy to cover various risks during the and technically competent manpower. Knowledge and Skill
transit of goods anywhere in the country or overseas. are being enhanced by imparting regular trainings for
improving process consistency in quality of the products,
We also maintain group personal accident insurance and
Quality Circles ,FMEA, Kaizen ,Poka Yoke techniques etc.
group mediclaim policy for our employees. Our operations
The core team is highly qualified, experienced and
are subject to hazards inherent in our industry and other
motivated which provides guidance and support to
force majeure events. Although we believe that the
employees in different facilities.
amount of insurance currently maintained by us
represents an appropriate level of coverage required to The company is committed to offering highest quality
insure our business and operations, and is in accordance product to the Medical fraternity and selling its product in
with industry standards in India, such insurance may not more than 90+ countries. The Company strives hard to
provide adequate coverage in certain circumstances and is establish new standards with new products and win new
subject to certain deductibles, exclusions and limits on customers around the world with professionalism,
coverage. reputation and high Quality Standards.
Our Strengths Our business operations are led by an experienced and
Over the past 19 years, we have built strong relationships qualified management team. Our Promoter Directors, Mr.
with clients, local and international agencies and Himanshu Baid and Mr. Rishi Baid are qualified engineers
institutions. Today, the company has gained a good and have over 20 years of experience in the business. Our
international recognition. One of the biggest strengths of senior management team has extensive experience in the
our Company is that our engineers are able to constantly medical devices manufacturing industry, including in
improve and innovate with close feedback from the operations, quality assurance and human resource
stakeholders. We constantly develop and improve existing management.
products and technologies.
Our Strategies
We have a diversified product portfolio with over 100 Through our new investment of approximately ₹ 60 crore
varieties of disposable medical devices in product verticals in the green field project at IMT Faridabad in Haryana,
of infusion therapy, central venous access catheters, which is scheduled to be commissioned in third quarter of
anesthesia, blood management and blood collection, 2017 with all statutory approvals, we will significantly
urology, surgery and wound drainage, gastroenterology broaden our existing manufacturing facilities to tap on new
and dialysis and certain veterinary disposable devices. market opportunities. This will enhance our journey to
Infusion therapy is our key product vertical, which capitalize on the growth opportunities in the medical
contributed to approximately 67% of our net revenue from devices sector and also to expand our product offerings by
operations in fiscal 2016. We have also developed a introducing a slew of new products.
number of safety medical devices across product lines.
Research & Development initiatives: To Undertake
With our existing product offering of safety medical
innovation or India based innovation in combination with
devices in various product lines and our increasing focus
indigenous manufacturing: the development of India based
on developing such products in the future, we believe we
product innovations that can be manufactured locally
are well-positioned to benefit from increasing private and
could create attractive solutions for both India and other
emerging markets.

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Annual Report 2015-16

Increased revenues due to less stock outages

Our new Research and Development center, with an (reduction in lost sales).
investment of approximately ₹ 12.5 crore will be a. Reduced loss of revenue due to items being
operational by Q3 of fiscal 2016. This will further enhance out-of-stock.
and strengthen our focus on research and developments b. Fewer stock outages occur because there are
and the strategy on improving existing processes and more reliable materials buying
productivity and developing processes for environment processes/procedures in place.
friendly and user-friendly products which will strengthen c. Increases customer satisfaction due to the
our existing product portfolio. higher availability of products.
The company through its innovative manufacturing and
• Reduction in distribution costs.
R&D efforts will launch 8-10 new products in the coming
financial year. We believe that enhancing our manufacturing capabilities
and further diversifying our product portfolio will enable
Our strategy for the domestic market includes vast product
us to capitalize on expected growth opportunities in this
awareness and training campaigns by our existing 225+
sector and increase our market share in the domestic and
sales team by conducting medical education programs in
international markets.
key hospitals in the Country.
We intend to continue our initiatives on Innovation &
International market strategy includes: Increasing the
greater manufacturing excellence create better awareness
basket of products with existing customers, Organizing
of products, pass benefits of cost savings to stakeholders
Training Program for Global Distributors, Participation in
community including patients.
various conferences and exhibitions, appointment of
representatives in key markets. Competition
The Competition amongst various stakeholders in the
With the implementations of SAP based ERP solution some
of the key benefits includes: Disposable medical devices industry is increasing day by
day. Now the device makers have to find new ways to
• Reduction in sales order processing costs. maintain their competitiveness like the automotive,
• Reduced time to calculate selling price. consumer electronic and tele-communications sectors.
• Increased Cash Flow (one-time event). They are paying attention to the detailed design of their
a. Savings result due to access to real-time product ranges, looking for opportunities to eliminate
transaction information by all authorized users excess cost and to gain the flexibility to sell profitable
(visibility), products. We are continuously improving our production
b. Reduced request-to-quote time. strategies to manage the increasing complex technologies
c. Reduced order-to-delivery time. and tough quality and regulatory challenges effectively.
d. Reduced delivery-to-invoice time.
• Reducing the number of days sales outstanding
Cautionary Statement
(DSO) by freeing-up capital (I.e., reduced working
capital; free cash flow). Statements in the management discussion and analysis
a. Reduce the amount of borrowed funds report describing the Company’s objectives, projections,
required. estimates and expectations may be “forward looking
b. Increase investment potential. statements” within the meaning of applicable laws and
c. Reduction (of DSO) achieved through faster regulations and futuristic in nature. Actual performance
order-to-cash time. may differ materially from those either expressed or
d. Accurate & timely information leads to reduced implied. Such statements represent intentions of the
reconciliation's and better management of the management and the efforts put into realise certain goals.
billing process leading to quicker payment and a The success in realising these depends on various factors
reduction in accounts receivable (DSO), number both internal and external. Investors, therefore, are
of disputes per order. requested to make their own independent judgments
before taking any investment decisions.

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Annual Report 2015-16

Annexure-9 v. Synchronization of DG panel for optimization of DG

A. Conservation of Energy sets to reduce diesel costs.
The Company has considered sustainability as one of the
strategic priority across all process. The company has been c) Impact of measures in (a) & (b) above for reduction
consciously making efforts year on year towards improving of energy consumption and consequent impact on
the energy performance. Energy efficiency improvement the cost of production of goods:
initiatives have been implemented across all the Plants and The above measures helped in reduction of power
Offices. consumption and shall continue to help in reduction
a) During the year, the Company has taken the of power & fuel, air and water consumption.
following initiatives for conservation of energy: d) Total energy consumption percent of production - As
i. Reduce, renew, recycle of waste and eco-friendly per Form - ‘A’ attached.
water disposal,
ii. Use of Turbo Ventilators in place of electric exhaust B. Technology Absorption
fans resulting in conservation of energy, Efforts made in technology absorption -As per Form - B’
iii. Replacement of conventional lamps/lights with LED attached.
lamps/lights,
iv. DG Set voltage optimization and power factor C. Foreign Exchange Earnings and Outgo
improvements, Activities relating to export, Initiative taken to increase
v. Cycle time reduction in various manufacturing exports, development of new products and service and
processes through introduction of new technology export plans:
and kaizens, The Company continues to keep its focus on widening of
vi. Energy conservation week drive at all Plants and new geographical area to augment its exports. The
rationalization of manufacturing times. Company is regularly participating in major overseas
vii. Air audit conducted time to time to plug air leakages exhibitions, which are very helpful in improving the
on all electric molding machines. visibility of various products in International markets and
widening its customer base.
b) Additional Investments and proposals, if any, being
implemented for reduction of consumption of Foreign Exchange used and earned
energy: (₹ in lacs)
i. Purchasing of power from open access at Faridabad Particulars 2015-16 2014-15
location instead of running DG resulting in diesel (a) Foreign Exchange Used 13,345.58 14,069.80
(b) Foreign Exchange Earned 26,415.86 28,133.58
consumption reduction and cost savings,
ii. Installed energy efficient Chillers to reduce energy
consumption.
iii. Replacement of inefficient old model water pumps
with energy saving IE-III technology pumps.
iv. Replacement of old inefficient AHU (Air handling
unit) blower motor with energy efficient fans

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Poly Medicure Limited

Annual Report 2015-16

FORM-A FORM-B

Form for disclosure of particulars with respect to Research and Development

conservation of energy 1. Specific Area in which R&D carried out by the Company
During the year, the R&D Centre of the Company was
PARTICULARS 31.03.2016 31.03.2015
engaged in supporting all the businesses through
innovations and undertook multifold research activities
A. POWER AND FUEL including:
CONSUMPTION
1. Electricity: • Development of new designs, processes and products
a) Purchased Unit (Kwh) 15,766,994 15,308,033 • Development of new techniques in process
Total Amount (₹ in lac) 1,251.99 1,110.26 improvements
Rate/Unit (₹) 7.94 7.25
• Carrying out ongoing Research
b) Own Generation:
i) Through Diesel Generator • Development of lighter parts and to reduce cycle time
Units Generated (Kwh) 1,188,396 750,533 of molds to make the products cost effective
Units per liter of Diesel Oil 3.46 3.25 • Development of complex designs of components
Cost per unit (₹) 14.43 17.39
• Quality up gradation of existing devices
ii) Through furnace Oil
Generator • Optimization of products and processes to minimize
Units Generated (Kwh) - - waste generation and to reduce environment and
Units per liter of Diesel Oil - - safety concerns
Cost per unit (₹) - - • Development of new analytical methods
iii) Through Steam
Turbine/Generator (Unit-Kwh) • Development new design and products based on
Units Generated (Kwh) - - customer/market requirements
Units per liter of Diesel Oil - - • Import substitution and identification of new raw
Cost per unit (₹) - -
materials for devices
2. Coal (Specify quality and
where used):
Quantity (Tonnes) - - 2. Benefits derived as a result of the above R&D
Total Cost (₹ In Lac) - - Some of the benefits derived as a result of Research and
Average Rate (₹/Tonne) - - Development are as follows:
3. Diesel/Furnace Oil: • Development and commercialization of new products,
(a) Diesel:
Quantity (K. Ltrs) 343,697 230,890 • Constant up-gradation and adoption of new technology
Total Cost (₹ in lac) 171.47 130.53 for better productivity, yield and quality
Average Rate (₹/K. Ltrs) 49,890 56,535 • Reduction of cycle time in manufacturing process and
b) Furnace:
material consumption
Quantity (K. Ltrs) - -
Total Cost (₹) - - • Filings of Patents for Protection of Intellectual Property
Average Rate (₹/K. Ltrs) - - • Achieving competitive prices and product quality
4. Other internal Generation: • Improving Productivity and Process efficiencies
Quantity (K. Ltrs) - -
Total Cost (₹) - -
• Significant quality improvement in existing products
Average Rate (₹/K. Ltrs) - - • Enhanced Global presence/visibility

B. CONSUMPTION PER UNIT OF 3. Future plan of action

PRODUCTION
In order to address the needs of the customers and in view
Products- Medical Devices (Nos. 4,109.46 4,070.74
in lac) of the changing market scenario, the Company will
Electricity (Kwh) per 4,125.94 3,944.88 continue to strengthen its technical skills of its personnel.
Lac Nos. Some of the future plans are as follows:
Furnace Oil (Ltrs.) - -
Coal - -
• Expansion of existing R&D at new Plots no. 80-81,
Others - - Setor-59, Faridabad

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Annual Report 2014-15

• Commercialization of new products for which the The Company has full-fledged Research and Development
products are under trials / development stage. Several division which is continuously engaged in Research and
new products have been identified after the market Development of new & existing products and processes.
• Strengthening the Research Infrastructure and The Company has also developed indigenous technology
capabilities for the products manufactured by it. As soon as the
• Development of cost effective and environment technology is developed for a product, it is tested by
friendly processes Research and Development division and thereafter
• Augmenting R&D capabilities through technological commercial production is taken up. It is the philosophy of
innovation, use of modern scientific and technological the Company to continuously upgrade the technology.
techniques, training and development ii. Benefits derived as results of the above efforts:
• Explore new area of technology for providing low cost The Company has developed several new Products during
Devices to customers, and the year and has made efforts in process optimization, led
• Enhance National and International Research to cost reduction / cost competitive. Batch sizes and cycle
networking and strategic alliances. times were optimized for better efficiency and for overall
improved productivity.
(₹in Lacs)
Expenditure on Year Year iii. In case of imported technology (imported during the
Research & Ended Ended last 5 years reckoned from the beginning of the Financial
Development 31.03.2016 31.03.2015 Year), following information may be furnished:
(a) Capital 48.01 58.18
(b) Revenue 871.13 846.66
Total 919.14 904.84 a) Technology Imported.
Total Research b) Year of Import.
and Development
c) Has the technology been fully
Expenditure as 2.30% 2.39%
absorbed.
percentage of No Imported
total turnover. Technology
d) If not fully absorbed, areas
where these has not being
i. Technology Absorption, Adaption and Innovation taken place, reasons thereof
Efforts in brief made towards technology absorption, and future plans of action.
adaption and innovation:

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Annual Report 2015-16

REPORT ON CORPORATE GOVERNANCE Directors, management, shareholders, and other

stakeholders. Your Company believes that changes are
In accordance with Regulation 27 of SEBI (LODR)
inevitable in the corporate world, whether relating to laws,
Regulations, 2015 and some of the best practices followed
rules, regulations, standards, procedures, public
on Corporate Governance, the Report covering the details
disclosures, thereby constantly posing challenges for the
of Corporate Governance systems and procedures at Poly
corporate to meet with the highest set of standards of
Medicure Limited is as follows:
business ethics and fair play. We have strived to introduce
The Company’s Frame Work and Guidelines on Corporate a high level of professionalism in carrying out the business
Governance with a strong belief that the organization exists to serve
Corporate Governance is a set of systems, procedures and the customer in a manner that can yield the best possible
principles, which insure that the Company is governed in return to a shareholder.
the best interest of all stakeholders. It is about promoting
Corporate Governance encompasses good practices,
fairness, equity, transparency, accountability and respect
adherence to laws, procedures, standards and implicit
for laws. The aim of Good Corporate Governance is to
rules that enable the management to take wise and sound
manage affaires of the Company in a transparent manner
decisions, whose results will have an impact not only on its
in order to maximize long term value of the Company for
shareholders, creditors, associates, employees and the
the benefit of its shareholders and all other stakeholders.
government but society at large. Corporate Governance
At Poly Medicure Limited, Corporate Governance is an practice enables every stakeholder to have access to fullest
ongoing process and the Company continuously strives to information about the Company and its functioning
improve upon its practices in line with the changing thereby achieving stakeholder's satisfaction.
demands of the business environment. These governance
Training of Board Members
structures and systems are the foundation that provides
All new non-executive directors inducted to the Board are
adequate empowerment across the organization helping
introduced to the Company's Culture through orientation
leverage opportunities for rapid sustainable growth for
sessions. Current executive directors and senior
the Company. The Company believes that the practices
management provide an overview of the operations of the
create the right corporate culture that fulfils the basic
Company and familiarise the new non-executive directors
objectives of good Corporate Governance.
with them.
Corporate Governance rests upon the four pillars of
Proactive review of Governance practices and standards
transparency with full disclosures, empowerment down
As stated, the Company proactively reviews its governance
the line, independent monitoring and fairness to all
and standards inter-alia considering best practices and
stakeholders. In its pursuance of Corporate Governance
regulatory developments. During the year, under review,
policies, the Company has always strived to promote
the following significant developments took place on the
healthy corporate structure and practices, which ensure
governance front:
that:
Policy on Related Party Transactions: The Board of the
• A competent management team is at the helm of the
Company has framed a Policy on Related Party
affairs,
Transactions; all related party transactions must be
• The Board is strong with an optimal combination of
reported to the Audit Committee and referred for approval
Executive & Non-Executive (including Independent)
by the Committee in accordance with this Policy.
Directors, who represent the interest of all the
stakeholders, Vigil Mechanism/ Whistle-Blower Policy: The Board of the
• The Board is effective in monitoring and controlling the Company has framed a Vigil Mechanism/ Whistle-Blower
Company’s affairs and Policy. The Vigil Mechanism guides the Directors and
• The management and employees have a sustained Employees to report genuine concerns about unethical
working environment. behavior, actual or suspected fraud or violation of the
Code of Conduct or policy. The Company is committed to
1. Company's Philosophy on Code of Governance adhere to the highest standards of ethical, moral and legal
Corporate Governance deals with the complex set of conduct of business operations and in order to maintain
relationships between the Company and its Board of

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Annual Report 2015-16

these standards, the Company encourages its employees storage containers under the brand name “Polypan”. He
who have genuine concerns about suspected and/or actual has been associated with our Company since
misconduct to come forward and express these concerns incorporation.
without fear of punishment or unfair treatment.
Ms. Mukulika Baid
2. The Board of Directors (BOARD) Ms. Mukulika Baid, aged 66 years, is a non-executive
Director of the Company. She holds a bachelor’s degree in
Composition of the Board of Directors
arts from Jodhpur National University. She has 16 years of
As on March 31, 2016, the Company has eight Directors of
experience in management and marketing. Prior to joining
which, six are Non-executive Directors including four
the Board she has been associated with Stillocraft and
Independent Directors. The Board has one Women
Polycure Martech Limited and is associated with several
Director. The Composition of the Board is in the
non-profit organisations. She has been on the Board since
conformity with Regulation 17(1) of SEBI (LODR)
July 30, 2014.
Regulations, 2015. None of the Directors on the Board is
Member of more than ten committees or Chairman of Mr. Yeshwant Singh Choudhary
more than five committees across all the companies as on Mr. Yeshwant Singh Choudhary, aged 73 years, is a non-
March 31, 2016 for which confirmations have been executive, Independent Director of the Company. He holds
obtained from the Directors. a master’s degree in engineering in the electronics from
Chairmanships/Memberships of the Board committees Birla Institute of Technology and Science, Pilani, Rajasthan,
include only Audit Committee and Stakeholders’ India. He has over 46 years experience in project planning
Relationship Committee. and implementation and financial management. He has
been a Director on the Board since February 17, 1997.
Mr. Devendra Raj Mehta
Mr. Devendra Raj Mehta, aged 79 years, is Chairman and a Mr. Prakash Chand Surana
non-executive, Independent Director of our Company. He Mr. Prakash Chand Surana, aged 69 years, is a non-
holds a bachelor’s degree in economics and law and is a executive, Independent Director of the Company. He is a
retired officer of the Indian Administrative Services. qualified chartered accountant and is a member of the
Further, he is an alumnus of Alfort Sloan School of Institute of Chartered Accountants of India. He has over 41
Management, Massachusetts Institute of Technology, years of experience in the field of taxation and corporate
Boston, USA and the Royal Institute of Public laws. He has been on the Board of the Company since
Administration, London, United Kingdom. He has over 45 September 22, 1997.
years of experience in civil services. Prior to joining the
Dr. Shailendra Raj Mehta
Board of the Company, he has held positions including,
Dr. Shailendra Raj Mehta, aged 57 years is a non-executive,
chairman of SEBI, deputy governor of RBI and Director
Independent Director of the Company. He holds a
General of Foreign Trade, Government of India and has
bachelor’s degree and a master‘s degree in arts from Delhi
held various positions with the Government of Rajasthan
University, an M.Phil. from Balliol College Oxford and a
and the Government of India. He has been on the Board
doctorate of philosophy in economics from Harvard
since May 26, 2005.
University. He has 26 years of experience in the field of
Mr. Jugal Kishore Baid management and economics. His research on simulation
Mr. Jugal Kishore Baid, aged 74 years, is a non-executive resulted in the creation of Hi-tech Company that was
Director of the Company. He holds a bachelor’s degree in granted a patent in the United States. He was responsible
Science (Mechanical Engineering) from Birla Institute of for setting up a collaboration between Indian Institute of
Technology, Mesra, Ranchi. He has over 47 years of Management, Ahmedabad and Duke Corporate Education
experience in engineering and has undertaken various and was a professor of economics and strategy at Purdue
industrial training programmes with engineering University. He is currently the vice chancellor of
companies. Prior to joining the Board, he was associated Ahmedabad University. He has been on the Board of the
with Hyderabad Allwyn Metal Works and Jai Polypan Company since May 28, 2012.
Private Limited. He was involved in setting up the
rotational molding technology in Rajasthan for the
manufacture of multi layered and foam filled water

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Annual Report 2015-16

Mr. Himanshu Baid disposable medical devices. He has been associated with
Mr. Himanshu Baid, aged 48 years, is the Managing the Company since incorporation.
Director of the Company. He holds a bachelor’s degree in Number of Board Meetings
engineering (electronics and communication) from During the financial year ending 31st March 2016, the
Karnatak University, Dharwad, India. He has over 19 years Board of Directors met Six times on 4th May, 2015, 31st
of experience in manufacture of disposable medical July, 2015, 27th October, 2015, 6th January, 2016, 4th
devices. He has been associated with the Company since February, 2016 and 10th March, 2016. The maximum time
incorporation. gap between any two consecutive meetings did not
exceed one hundred and twenty days. The names,
Mr. Rishi Baid
designation & categories of the Directors on the Board,
Mr. Rishi Baid, aged 44 years, is an Executive Director of
their attendance at respective Board Meetings held during
the Company. He holds a bachelor of science degree in
the year and last Annual General Meeting and total
mechanical engineering and a master’s degree of science
number of Shares held by them in the Company are as
in mechanical engineering from West Virginia University,
under:
USA. He has over 19 years of experience in manufacture of
Details of the Board of Directors
No. of Board Last Committee
No. of No. of Shares
Name of the Category of Meetings AGM Positions*
Directorship in as on 31st
Directors Directorship attended Attende Member
other Companies March, 2016
/held d Chairman
Shri D.R. Mehta Non Executive
6/6 Yes 9 6 4 NIL
(DIN: 01067895) Independent Director
Dr. S.R. Mohnot # Non-Executive
2/6 Yes 6 4 5 48,000
(DIN: 00006889) Independent Director
Shri J.K. Baid Non-Executive
6/6 Yes 1 1 - 11,39,688
(DIN: 00077347) Director
Shri P.C. Surana Non-Executive
6/6 Yes 3 - 2 10,920
(DIN: 00361485) Independent Director
Shri Y.S. Choudhary Non-Executive
5/6 Yes - 1 - 4,000
(DIN: 00006906) Independent Director
Dr. S.R. Mehta Non-Executive
5/6 Yes 2 2 - NIL
(DIN: 02132246) Independent Director
Shri Himanshu Baid
Managing Director 6/6 Yes 7 1 1 40,37,312
(DIN: 00014008)
Shri Rishi Baid
Executive Director 5/6 Yes 4 1 - 49,13,024
(DIN: 00048585)
Non-Executive
Smt. Mukulika Baid 6/6 Yes - - - 15,31,200
Director

*Chairmanship/Membership of Audit Committee and their effectiveness and ensure that the Stakeholders’ long
Shareholders’ Grievance Committee in Public Companies term interests are being served.
including Poly Medicure Limited has been considered.
Board Independence
Video/Tele-conferencing facilities are used to facilitate The definition of “Independence of Directors” is derived
Directors travelling abroad, or present at other locations, from Clause 49 of the Listing Agreement with Stock
to participate in the meetings. Exchanges and Section 149(6) of the Companies Act, 2013.
th
# Dr. S. R. Mohnot ceased to be Director w.e.f 4 October, Based on the confirmation/disclosures received from the
2015 due to his sad demise. Directors and on the evaluation of the relationships
Institutionalized Decision-making Process disclosed, all the independent Directors are qualified as
The Board of Directors is the apex body constituted by the Independent Directors under Section 149(6) of the
shareholders for overseeing the Company’s overall Companies Act, 2013.
functioning. The Board provides and evaluates the
Company’s strategic direction, management policies and

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Scheduling and Selection of Agenda Items for Board recommended by the Institute of Company Secretaries of
Meetings India.
The Board is given presentations covering Finance, Sales,
3. Committees of the Board
Marketing, the Company’s major operations, overview of
The Board of Director's have constituted Board
business operations of subsidiary companies, global
Committees to deal with specific areas and activities which
business environment, the Company’s business areas,
concerns the Company and requires a closer view. The
including business opportunities and strategy and risk
Board Committees are formed with approval of the Board.
management practices before taking on record the
The Committees play an important role in the overall
Company’s quarterly/annual financial results.
management of day-to-day affairs and governance of the
The information regularly furnished to the Board of Company.
Directors include amongst others the following:
Procedure at Committee Meetings
1. Annual Operating plans and budgets and updates.
The Company’s guidelines relating to the Board meetings
2. Quarterly results and performance of various
are applicable to committee meetings as far as
units/divisions, subsidiaries and joint venture
practicable. Each committee has the authority to engage
companies.
outside experts, advisors and counsels to the extent it
3. Minutes of the meeting of all the committees.
considers appropriate to assist it in its functions. Minutes
4. Minutes of Meetings of the Board of the subsidiaries
of proceedings of Committee meetings are circulated to
5. Materially important litigations, show cause, demand,
the Directors and placed before Board meetings for
prosecution and penalty notices.
appropriate action.
6. Details of Joint Ventures, acquisition of companies or
Collaboration Agreement. Terms of reference and other details of Board
7. Developments on Human Resource of the Company. Committees
Audit Committee
Board material distributed in advance
i. The audit committee of the Company is constituted in
The agenda and notes on agenda are circulated to
line with the provisions of Clause 49 of the Listing
Directors in advance, and in the defined agenda format.
Agreements entered into with the stock exchanges read
All material information is incorporated in the agenda for
with Section 177 of the Act.
facilitating meaningful and focused discussion at the
ii. The terms of reference of the audit committee are
meeting. Where it is not practicable to attach any
broadly as under:
document to the agenda, it is tabled before the meeting
with specific reference to this effect. In special and • Oversight of the Company’s financial reporting process
exceptional circumstances, additional or supplementary and the disclosure of its financial information to ensure
item(s) are permitted. that the financial statement is correct, sufficient and
credible;
Recording minutes of proceedings at Board and
• Recommend the appointment, remuneration and
committee meetings
terms of appointment of auditors of the Company;
The Company Secretary records the minutes of
proceedings of each Board and Committee meeting. Draft • Approval of payment to statutory auditors for any
Minutes are circulated to Board/ Board Committee(s) other services rendered by the statutory auditors;
members for their comments. The minutes are entered in • Reviewing, with the management, the annual financial
the minute’s book within 30 days from the conclusion of statements and auditors’ report thereon before
the meeting. submission to the board for approval, with particular
reference to:
Compliance
The Company Secretary, while preparing the agenda,
Matters required to be included in the director’s
notes on Agenda, minutes of the meeting(s), is responsibility statement to be included in the board’s
responsible for and is required to ensure adherence to all report in terms of clause (c) of sub-section 3 of
applicable laws and regulations, including the Companies section 134 of the Act
Act, 1956/2013, read with rules framed issued there
Changes, if any, in accounting policies and practices
under, as applicable and the Secretarial Standards and reasons for the same

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Annual Report 2015-16

Major accounting entries involving estimates based well as post-audit discussion to ascertain any area of
on the exercise of judgment by management concern;

Significant adjustments made in the financial • To look into the reasons for substantial defaults in the
statements arising out of audit findings payment to the depositors, debenture holders,

Compliance with listing and other legal requirements shareholders (in case of non-payment of declared
relating to financial statements dividends) and creditors;

Disclosure of any related party transactions • Establish a vigil mechanism for directors and

Qualifications in the draft audit report employees to report genuine concerns in such manner
as may be prescribed;
• Reviewing, with the management, the quarterly • To review the functioning of whistle blower
financial statements before submission to the board for mechanism.
approval; • Approval of appointment of CFO;
• Reviewing, with the management, the statement of • The audit committee may call for the comments of the
uses / application of funds raised through an issue auditors about internal control systems, the scope of
(public issue, rights issue, preferential issue, etc.), the audit, including the observations of the auditors and
statement of funds utilised for purposes other than review of financial statement before their submission
those stated in the offer document / prospectus / to the board and may also discuss any related issues
notice and the report submitted by the monitoring with the internal and statutory auditors and the
agency monitoring the utilisation of proceeds of a management of the Company;
public or rights issue, and making appropriate • Carrying out any other function as is mentioned in the
recommendations to the board to take up steps in this terms of reference of the audit committee;
matter; • Oversee financial reporting controls and process for
• Review and monitor the auditors’ independence and material subsidiaries;
performance, and effectiveness of audit process; • Oversee compliance with legal and regulatory
• Approval or any subsequent modification of requirements including the Polymed Code of Conduct
transactions of the Company with related parties; (“PCoC”) for the company and its material subsidiaries;
• Scrutiny of inter-corporate loans and investments; • To mandatorily review the following information:
• Valuation of undertakings or assets of the Company,
Management discussion and analysis of financial
wherever it is necessary; condition and results of operations;
• Evaluation of internal financial controls and risk
Statement of significant related party transactions (as
management systems; defined by the audit committee),
• Reviewing, with the management, performance of
submitted by management;
statutory and internal auditors, adequacy of the
Management letters / letters of internal control
internal control systems; weaknesses issued by the statutory
• Reviewing the adequacy of internal audit function, if
auditors;
any, including the structure of the internal audit
Internal audit reports relating to internal control
department, staffing and seniority of the official weaknesses; and
heading the department, reporting structure coverage
The appointment, removal and terms of
and frequency of internal audit; remuneration of the chief internal auditor.
• Discussion with internal auditors of any significant
iii. The Audit Committee invites executives, as it considers
findings and follow up there on;
appropriate (particularly the head of the finance function),
• Reviewing the findings of any internal investigations by
representatives of the statutory auditors and
the internal auditors into matters where there is
representatives of the internal auditors to be present at its
suspected fraud or irregularity or a failure of internal
meetings. The Company Secretary acts as the secretary to
control systems of a material nature and reporting the
the Audit Committee.
matter to the board;
• Discussion with statutory auditors before the audit iv. The previous annual general meeting (AGM) of the
commences, about the nature and scope of audit as Company was held on September 28, 2015 and was

62
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Poly Medicure Limited

Annual Report 2015-16

attended by Dr. Sohan Raj Mohnot, Chairman of the Audit Term of reference of the Committee, inter-alia, includes
Committee. the following:
v. The composition of the audit committee and the details • To identify persons, who are qualified to become
of meetings attended by its members are given below: Directors and who may be appointed in Senior
Name of the Category/Positi No. of Meetings Sitting
Management in accordance with the criteria laid down
Member on attended / held Fees (₹) and to recommend to the Board their appointment
and/or removal.
Dr. S.R. Independent • To carry out evaluation of every Director’s
Director/Chairm 2/4 45,000 Performance.
Mohnot* an
• To formulate the criteria for determining qualifications,
Shri Y.S. Independent positive attributes and independence of a Director and
3/4 75,000
Choudhary Director recommend to the Board a Policy, relating to the
Independent
remuneration for the Directors, Key Managerial
Shri P.C. Surana 4/4 95,000 Personnel.
Director
• To formulate the criteria for evaluation of Independent
Dr. Shailendra Independent
Raj Mehta Director
3/4 75,000 Directors and the Board.
• To devise a Policy on Board Diversity.
* Dr. S. R. Mohnot ceased to be Director w.e.f 4th October, • To recommend/review remuneration of the Managing
2015 due to his sad demise. Director(s) and Whole Time Director(s) based on their
performance and defined assessment criteria.
Note: Shri P.C. Surana has been appointed as the Chairman
• To carry out any other function as is mandated by the
of the Audit Committee after the sad demise of Dr. S.R.
Board from time to time and/or enforced by any
Mohnot.
statutory notification, amendment or modification, as
Four audit committee meetings were held during the year may be applicable.
and the gap between two meetings did not exceed four • To perform such other functions as may be necessary
months. The dates on which the said meetings were held or appropriate for the performance of its duties.
are as follows:
Remuneration Policy
May 4, 2015; July 31, 2015; October 27, 2015 and February
(i) Managing Director and Executive Director
4, 2016
The necessary quorum was present for all the meetings.
The Managing Director and Executive Director are paid
Nomination & Remuneration Committee remuneration within the range recommended by the
Composition of the Committee Remuneration Committee which is further approved by
The Company had a Nomination and Remuneration the Board of Directors and the Shareholders of the
Committee of directors. The Committee’s constitution and Company in General Meeting. The remuneration is
terms of reference are in compliance with the provisions of decided considering various factors such as
the Act and Regulation 19 and 20 of SEBI (LODR) qualification(s), experience(s), expertise, and capability of
Regulations, 2015. The Committee comprises of 3 (three) the appointee, its contribution to the Company’s growth,
members of the Board, the details of the member are as remuneration prevailing in the Industry, Financial Position
follows: of the Company etc.
Name of the Member Category/Position (ii) Non-Executive Directors
Shri Y.S. Choudhary Independent Director The Non-Executive Directors are paid remuneration by
way of sitting fees and Commission for attending each
Shri. D. R. Mehta Independent Director/Chairman meeting of Board of Directors and Committee Meeting
thereof. Each Non-Executive Directors was paid a sum of ₹
Shri P.C. Surana Independent Director
20,000/- by way of sitting fee for attending each meeting
of the Board of Directors and Committees thereof.

63
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Annual Report 2015-16

Details of the sitting fees, commission and salary paid to all provisions of the Act and Regulation 19 and 20 of SEBI
the Directors for the year ended on 31 March, 2016 are (LODR) Regulations, 2015.
given hereunder:
No. of
(In ₹ lacs) Meeting
Name of the Salary Commissi Sitting Total Category/Posi Sitting
Name of the Member s
Member on Fees tion Fees (₹)
attende
Shri D.R. Mehta - 7.50 2.95 10.45 d / held
Dr. S.R. Mohnot - - 1.65 1.65 Independent
Shri J.K. Baid - 7.50 2.95 10.45 Dr. Sohan Raj Mohnot Director/Chair 1/1 25,000
Smt. Mukulika Baid - 7.50 2.70 10.20 man
Shri Y.S. Choudhary - 7.50 3.25 10.75 Independent
Shri Prakash Chand
Shri P.C. Surana - 7.50 3.90 11.40 Director/Me 1/1 25,000
Surana
Shri S.R. Mehta - 7.50 2.95 10.45 mber
Managing
Shri Himanshu Baid 136.12* 205.00 - 341.12
Shri Himanshu Baid Director/Me 1/1 Nil
Shri Rishi Baid 129.00* 205.00 - 334.00 mber

*Includes allowances, perquisites, retirement benefits and During the year, under review, a meeting of Stakeholders
st
contribution to Provident Fund. Relationship Committee was held on the 31 July, 2015.
INDEPENDENT DIRECTOR MEETING
Terms of reference of the Committee, inter-alia, includes
During the year under review, the independent Directors the following:
met on May 4, 2015, inter alia to discuss:

Evaluation of performance of Non-Independent • Overseeing and review all matters connected with the
Directors transfer of the Company’s Securities.

Evaluation of the performance of the Chairman of the • Approve issue of the Company’s duplicate share
Company, taking into account the views of the certificates.
Executive and Non-executive Directors • Monitor redressal of investor’s/Shareholder’s/Security

Evaluation of the quality, content and timeliness of holders’ grievances.
flow of information between the management and • Oversee the performance of the Company’s Registrar
the Board that is necessary for the Board to and Transfer Agents.
effectively and reasonably perform its duties. • Recommend methods to upgrade the standard of
service to investors.
Stakeholders Relationship Committee • Monitor implementation of the Company’s code of
Composition of Committee conduct for prohibition of Insider Trading.
The Company had a Shareholders / Investors Grievance • Carry out any other functions as is referred by the
Committee of directors to look into the redressal of Board from time to time or enforced by any statutory
complaints of investors such as transfer or credit of shares, modification as may be applicable.
non-receipt of dividend / notices / annual reports, etc. The
nomenclature of the said committee was changed to
Stakeholders’ Relationship Committee in the light of

Details of Investor Complaints received and redressed during the year 2015-16 are as follows:

Opening balance Received during the year Resolved during the year Closing Balance

NIL NIL NIL NIL

No complaint was outstanding as on 31 March, 2016.

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Annual Report 2015-16

Corporate Social Responsibility Committee NCUI Auditorium, 3, Siri

Monday, 28
Institutional Area, August
Composition of Committee th
20 AGM September, 2015 at
Kranti Marg, New Delhi,
10:00 a.m.
The Company has a Corporate Social Responsibility 110016.
Committee of directors to look into its CSR Activities, Special Resolution passed in last three AGMs
which strives to create value in the society and in the th
18 AGM held on 27 September, 2013
community in which it operates, through its services, • Granting of an Additional Option to the employees.
conduct & initiatives so as to promote sustained growth th
for the society and community. Develop meaningful and 19 AGM held on 23 September, 2014
effective strategies for engaging with all the stakeholders’. • To approve payment of Remuneration to non-executive
The committee was formed under the provisions of Directors.
Section 135 the Companies Act, 2013. • To enter into a job work contract with M/s. Vitromed
Healthcare, Jaipur, the partnership firm
Name of Position Attendance and Sitting Fees
Members Meetings held (₹) • To enter into a contract for sale of goods and materials
Shri D.R. Mehta Chairman 1/1 25,000 with M/s. Ultra for Medical Products, Egypt, the Joint
Shri Jugal Kishore Member 1/1 25,000 Venture
Baid
th
Shri Himanshu Member 1/1 - 20 AGM held on 28 September, 2015
Baid
• To approve ESOP Scheme 2015
During the year, under review, a meeting of Corporate • To approve for taking land and building on lease from
st
Social Responsibility Committee was held on the 31 July, M/s. Vitromed Healthcare, Jaipur.
2015. • To approve for purchasing certain plant and machinery
Terms of reference of the Committee, inter alia, include: from M/s. Vitromed Healthcare, Jaipur.
• To formulate and recommend to the Board, a
Corporate Social Responsibility (CSR) policy indicating Special Resolution passed in Extra-Ordinary General
initiatives to be undertaken by the Company in Meeting held during the year 2015-16 through
compliance with provisions of Companies Act, 2013 and Postal Ballot
rules there made under. th
• To recommend the amount of expenditure to be 10 June, 2015
incurred on the CSR initiatives. • Approval for further Issue of securities.
• To monitor the implementation of the framework of 5. Disclosures
the CSR policy. a) Disclosure on materially significant related party
• To approve the Corporate Social Responsibility Report transactions that may have potential conflict with the
and oversee the implementation of sustainability interests of the Company at large.
activities. All transactions entered with related parties for the year
• To observe Corporate Governance Practices at all levels under review were on arm's length basis and in the
and to suggest remedial measures wherever necessary. ordinary course of business and was complied with
provision of section 188 of the Companies act, 2013. Thus
4. General Body Meetings disclosure in form AOC-2 is also provided. Further there
Annual General Meetings conducted during the last three are no material related party transactions during the year
years viz. FY 2012-13, FY 2013-14 and FY 2014-15 are as under review with the promoters, Directors or Key
follows: Managerial personnel. The details of the Related Party
Meeting Date and Time Venue transactions during the year are given in the notes
Bipin Chandra Pal forming part of the financial statements.
Friday, 27 September,
Memorial Auditorium, A-
18th AGM 2013 b) Details of non compliance by the Company, penalties,
81, Chittranjan Park, New
at 10:00 a.m.
Delhi-110019. strictures imposed on the Company by Stock Exchange or
Bipin Chandra Pal SEBI or any Statutory Authority, on any matter related to
Tuesday, 23
Memorial Auditorium, A-
19th AGM September, 2014 at capital markets, during the last three years.
81, Chittranjan Park, New
10.00 a.m
Delhi-110019.

65
 ₹

Poly Medicure Limited

Annual Report 2015-16

No penalty or stricture was imposed by the Sock Exchange  Code of Conduct for Directors and Senior Management
or SEBI or any statutory authority during the last 3 (three) Personnel;
years, since all applicable requirements were fully  Code of Conduct for Prevention of Insider Trading;
complied with.  Whistle Blower Policy
c) Whistle Bowler Policy/Vigil Mechanism h) CEO/CFO Certification
Pursuant to Section 177(9) and (10), of the Companies The Compliance Certificate by CEO/CFO as required under
Act, 2013, and Regulation 22 of the Listing Regulation, the Listing Agreement and Regulation 17(8) of SEBI (Listing
Company has formulated whistle Bowler policy for vigil Obligation and Disclosure Requirements) Regulations,
Mechanism of Directors and employee to report to the 2015 is the same is annexed to the Corporate Governance
management about the unethical behavior, fraud or Report in the Annual Report.
violation of Company's code of Conduct. The mechanism
provides for adequate safeguards against victimization of i) Disclosure of Compliance
employees and Directors who use such mechanism and Your Company has compiled with the requirements of the
makes provision for direct access to the chairperson of the Listing Agreement and regulation 17 to 27 and Clause (b)
Audit committee in exceptional cases. None of the to (i) of Sub-Regulation (2) of regulation 46 of SEBI (Listing
personal of the company has been denied to the Audit Obligation and Disclosure Requirements) Regulations,
Committee. The whistle bowler Policy is displayed on the 2015.
Company's Website viz, http://www.polymedicure.com. j) Details of Compliance with Mandatory Requirements
d) Disclosure of Accounting Treatment and adoption of the Non Mandatory Requirements
In the preparation of the financial statements, the The Company has disclose and complied with all the
Company has followed the Accounting Standards referred mandatory requirements under the Listing Agreement and
in Section 133 of the Companies Act, 2013. The significant SEBI (Listing Obligation and disclosure requirements)
accounting policies which are consistently applied are set Regulations, 2015. The details of these compliances have
out in the Notes to the financial statements. been given in the relevant section of these report.

e) Risk Management k) Non Compliance of Regulations relating to Corporate

Business risk evaluation and management is an ongoing Governance under SEBI (Listing Obligation and disclosure
process within the Company. During the year under Requirements) Regulations, 2015.
review, a detailed exercise on 'Risk Assessment and The Company is fully Compliant with all the regulations
Management' was carried out covering the entire gamut and there is no such Non-Compliance.
of business operations and the Board was informed of the 6. Means of Communication
same. In accordance with Regulation 46 of SEBI (LODR)
f) Management Discussion & Analysis Report Regulations, 2015, the Company has maintained a
As required by the Listing Agreement and regulation functional website at www.polymedicure.com basic
34(2)(e) of the SEBI (Listing Obligation and Disclosure corporate information about the Company viz. details of
Requirements) Regulations, 2015 the Management its Business, Financial Information, Shareholding Pattern,
Discussion & Analysis is provided separately in the Annual compliance with code of conduct etc. The contents of the
report said website are updated from time to time. The
quarterly, half yearly and Annual Results are published in
g) Code of Conduct and Corporate ethics “The Pioneer” (English) and “Veer Arjun” (Hindi),
As a responsible corporate citizen, the Company newspapers and also displayed on the Company’s website
consciously follows corporate ethics in both business and for the benefit of the public at large.
corporate interactions. The Company has framed various
codes and policies, which act as guiding principles for Further, the Company disseminates to the Stock
carrying business in ethical way. Exchange, where its securities are listed, all material
Some of our policies are: information, which in its opinion are material and/or have
a bearing on its performance/operations, for the
information of public at large.

66
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Poly Medicure Limited

Annual Report 2015-16

7. General Shareholders Information:

Annual General Meeting Tuesday, 27th Day of September, 2016 at 10 a.m. at Alpha Hall, 2nd Floor NCUI
Day, Date and Time & Auditorium, 3, Siri Institutional Area, August Kranti Marg, New Delhi- 110016
Venue
CIN No. L40300DL1995PLC066923
Financial Year 1 April, 2015 to 31 March, 2016
st th
Date of Book Closure 21 September, 2016 to 27 September, 2016 (both days inclusive)
Bombay Stock Exchange Limited (BSE):- Phirozee Jeejeebhoy Towers, Dalal
Listing of Equity Shares on Street, Mumbai 400 001.
Stock Exchange(s) National Stock Exchange of India Limited: - Exchange Plaza, Plot No. C/1, G Block,
Bandra Kurla Complex, Mumbai-400051
BSE Code: POLMED, Scrip Code: 531768.
Stock Code
NSE Code: POLYMED
Registrar and Transfer MAS Services Ltd.
Agents T-34, IInd Floor, Okhla Industrial Area, Phase II, New Delhi -110020.
The Shares of the Company are under compulsory DMAT mode. Under the
Dematerialization of depository system the International Security Identification Number (ISIN) allotted
Shares and Liquidity to the Company. Respective ISIN is INE205C01021.
Unit-I
Plot No. 104-105, Sector-59, HSIIDC Industrial Area, Ballabhgarh, Faridabad-
121004 (Haryana) India.
Unit-II (100% EOU)
Plot No. 115-116, Sector-59, HSIIDC Industrial Area, Ballabhgarh, Faridabad-
Plant Locations 121004 (Haryana) India.
Unit III
Plot No. 17, Sector-3, I.I.E SIDCUL Haridwar-249403, (Uttarakhand), India
Unit IV (SEZ)
Plot No. PA-010, P.O., Mahindra World City (Jaipur) Ltd., SEZ, Tehsil, Sanganer,
Jaipur-302037 (Rajasthan), India.
Registrar and Transfer Agent
Mr. Sharwan Mangla
M/s Mas Services Ltd.
T-34, Okhla Industrial Area,
Phase-II, New Delhi-110020
Phone No. 011-26387281, 26387282
Fax No. 011- 26387384
Address for Shareholders’ E-mail: mas_serv@yahoo.com, Website: www.masserve.com
correspondence Registered Office of the Company
The Company Secretary
M/s Poly Medicure Limited
232-B, IIIrd Floor, Okhla Industrial Estate
Phase-III, New Delhi-110020
Phone No. 011-26321838 Fax No. 011-26321894
Email: investorcare@polymedicure.com
Website: http://www.polymedicure.com

67
 ₹

Poly Medicure Limited

Annual Report 2015-16

Physical Share Transfer System 4th Floor, ‘A’ Wing, Trade PhirozeJeejeebhoy
The Registrar and Transfer Agents (RTA) on receipt of World, Towers, 17th Floor, Dalal
transfer deed with respective Share Certificates, scrutinizes Kamala Mills Compound, Street, Fort, Mumbai-
the same and verify signatures of transferors on the Senapati Bapat Marg, Lower 400001, Telephone 91-22-
transfer deed with specimen signatures registered with the Parel, Mumbai 400013. 22723333, E-mail:
Company. A list of such transfers is prepared and checked Telephone: 91-22- investor@cdslindia.com,
thoroughly and then a transfer register is prepared. The 24994200, E-mail- Website:
transfer register is placed before the Share Transfer info@nsdl.co.in, Website: www.cdslindia.com.
Committee meeting for approval. Share transfers are www.nsdl.co.in
registered and share certificates are returned within 30
Listed on Stock Exchange(s)
days from the date of lodgment if the documents are
complete in all respects. Name of the Stock Exchange(s) Stock Code
Dematerialization of Shares Bombay Stock Exchange Limited 531768
The Company has set up requisite facilities for National Stock Exchange of India POLYMED
dematerialization of its Equity Shares in accordance with Limited
provisions of Depositories Act, 1996 with National Securities Market Price Data: Monthly High and Low prices of the
Depository Services (India) Limited and Central Depository Equity Shares of the Company traded on the Bombay Stock
Services (India) Limited. The Company has entered into Exchange Limited (BSE) and National Stock Exchange of
agreements with both the Depositories for the benefit of India (NSE) during the Financial Year are as follows:
the Shareholders. The status of Dematerialization of the
st
Company’s Shares as on 31 March, 2016 are as under: BSE (In ₹) NSE (In ₹)
Month High Low High Low Prices
Mode No. of Shares %age (Percentage)
Physical Mode 4,08,804 0.93 Price Price Prices
NSDL 4,17,48,514 94.64 Apr-15 568.00 500.25 556.05 532.10
CDSL 19,56,122 4.43 May-15 586.00 471.00 570.00 540.05
Total 4,41,13,440 100.00
Jun-15 507.00 450.00 502.95 495.25
Jul-15 477.40 421.00 477.00 462.20
Aug-15 475.00 390.40 475.00 446.25
Status of D-materlization of Shares Sep-15 399.50 357.70 392.50 377.20
Oct-15 413.00 305.00 412.00 399.00
0.93 Nov-15 355.00 310.00 349.90 316.85
4.43 Dec-15 444.00 319.00 436.00 409.00
Jan-16 401.90 314.60 395.00 383.00
Physical Mode
Feb-16 331.90 238.00 335.95 324.95
NSDL Mar-16 316.50 252.00 318.80 305.00
CDSL
94.64 (Source: This information is compiled from the data
available from the websites of BSE and NSE)

For guidance of Depository Services, Shareholders may

write to the Company or to the respective Depositories.
National Securities Central Depository
Depositories Limited Services Limited

68
 ₹

Poly Medicure Limited

Annual Report 2015-16

600 30,000
1. Promoter and 0 0 0
500 25,000 Promoter Group
400 20,000
300 15,000
2. Public 0 0 0
200 10,000 Total (A)+(B)+(C) 4,197 4,41,13,440 100
100 5,000
- - Unclaimed Dividend on Equity Shares
Investors are requested to claim their preceding years’
unclaimed dividends from the Company. They may
Poly Share Price (`) BSE Sensex Index Value
correspond at Company’s address or send e-mail at
investorcare@polymedicure.com for clarifying any doubts.
Any money transferred to the unpaid dividend account of
600 9,000
the Company which remains unpaid or unclaimed for a
500
400
8,500
8,000 period of seven years from the date of such transfer shall be
300
7,500
200
100 7,000 transferred by the Company to Investor Education and
- 6,500
Protection Fund (IEPF) as per the requirements of Section
205C of the Companies Act, 1956, and rule(s) made there
under. No claim shall be entertained after unclaimed
Poly Share Price (`) NSE Sensex Index Value dividend is transferred to this fund.
Review of Legal / Statutory Compliances Report
Distribution of Shareholding of Poly Medicure Limited as on
st The Board periodically reviews Statutory/Legal Compliance
31 March, 2016
Reports with respect to the various laws applicable to the
Company, as well as steps taken by the Company to rectify
Nominal value of each Share ₹ 5 each.
instances of non-compliances.
No of % to Shareholding of No of % to
share Total nominal value of Shares Total Code for Prevention of Insider Trading Practices
holders (in ₹) The Company has instituted a comprehensive code for
3718 88.57 1 to 5000 482834 1.10 prevention of Insider Trading, for its Directors and
148 3.53 5001 to 10000 228816 0.52
Designated Employees, in compliance with Securities
134 3.19 10001 to 20000 427563 0.97
Exchange Board of India (Prohibition of Insider Trading)
42 1.00 20001 to 30000 210203 0.48
30 0.71 30001 to 40000 222788 0.50 Regulations, 2015, as amended from time to time.
18 0.43 40001 to 50000 167194 0.38 The objective of this code is to prevent purchase and/or
34 0.81 50001 to 100000 491796 1.11 sale of Shares of the Company by an insider on the basis of
74 1.76 100001 and above 41882246 94.94
unpublished Price Sensitive information. Under this code,
4,198 100.00 Total 44113440 100.00
Directors and Designated Employees are completely
prohibited from the dealing in the Company’s share during
Particulars No. No. of % age
shares the closure of Trading Window. Further the code specifies
the procedure to be followed and disclosures to be made by
(A) Shareholding of Promoter and Promoter group Directors and Designated Employees, while dealing with the
1. Indian 17 2,13,97,276 48.50 share(s) of the Company and enlists the consequences of
2. Foreign 2 1,13,600 0.26
any violations.
Total Shareholdings of 19 2,15,10,876 48.76 Risk Management Policy
Promoter and Promoter The Company has established a well-documented and
Group
robust Risk Management framework. Under this
(B) Public Shareholding framework, risks are identified across all business processes
1. Institution 13 34,73,679 7.88 of the Company on continuous basis. These risks are
2. Non Institution 4,165 1,91,28,885 43.37 systematically categorized as Strategic Risks, Business Risks
Total Public Shareholding 4,178 2,26,02,564 51.24 or Reporting Risks. The Management looks at all risks
(C) Shares held by custodian and against which Depository associated with the longer terms interests of the Company.
Receipts have been issued

69
 ₹

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Annual Report 2015-16

To address these Risks in a comprehensive manner, each 1. We have reviewed the financial statements and the cash
risk is mapped to the concerned department for further flow statement of Poly Medicure Limited for the year
st
action. Based on this framework, the Company has set in ended 31 March, 2016 and to the best of our knowledge
place various procedure for Risk Management. and belief:-
(i) These statements do not contain any materially untrue
Subsidiary Companies
statement or omit any material fact or contain statement
The subsidiary Companies are unlisted foreign Companies.
that might be misleading:
These subsidiaries have their own Board of Directors having
(ii) These statements together present a true and fair view of
the rights and obligations to manage such companies in its
the company's affair and are in compliance with existing
best interest. The Company has its own representatives on
accounting standards, applicable laws and regulation.
the Board of subsidiary companies and monitors the
performance of such companies regularly. 2. There are to the best of our knowledge and belief, no
transaction entered into by the Company during the year
CEO / CFO Certification
ended 31st March, 2016, which are fraudulent, illegal or
The Managing Director and the Chief Financial Officer of the violate the Company's code of Conduct.
company give annual certification on financial reporting and
3. We accept responsibility for establishing and maintaining
internal controls to the Board in terms of Regulation 17 of
internal controls for financial reporting and we have
SEBI (LODR) Regulations, 2015. The Managing Director and
evaluated the effectiveness of Company's internal control
the Chief Financial Officer also give quarterly certification
systems pertaining to financial reporting.
on financial results while placing the financial results before
We have not come across any reportable deficiencies in
the board in terms of Regulation 33(2) of SEBI (LODR)
the design or operation of such internal controls.
Regulations, 2015. The annual certificate given by the
Managing Director and the Chief Financial Officer is
4. We have indicated to the Auditors and the Audit
published in this report.
Committee:-
Code of Conduct by CEO
(i) that there are no significant changes in internal controls
The Board has laid down a Code of Conduct for all the Board over financial reporting during the year.
Members and Senior Management Personnel consisting of (ii) that there are no significant changes in accounting
members of the Board and heads of all departments. policies during the year and that the same has been
disclosed in the notes to the financial statements; and
As provided under regulation 26(3) of the SEBI (Listing
(iii) that there are no instances of significant fraud of
Obligation and Disclosure Requirements) Regulations, 2015
which we have become aware involving management or
all the Board members and Senior Management Personnel
any employee having a significant role in the Company's
have affirmed compliance to the Code of Conduct of the
st st internal control system.
Company for the period from 1 April, 2015 to 31 March,
2016. The declaration received from Shri Himanshu Baid,
Managing Director, in this regard is also given in this report. New Delhi HImanshu Baid J. K. Oswal
th
8 August, 2016 Managing Director VP (F) and CFO
New Delhi D. R. Mehta Himanshu Baid
th
8 August, 2016 Chairman Managing Director
Declaration by Chief Executive Officer

I hereby confirm and declare that all the Directors of the

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF
Company and all Senior Management Personnel as defined
FINANCIAL OFFICER OF THE COMPANY
in the Code of Conduct of the Company have submitted
To Annual declaration confirming their compliance with the
The Board of Directors same.
Poly Medicure Limited
New Delhi Himanshu Baid
th
8 August, 2016 CEO/Managing Director

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effectiveness with which the Management has conducted

Certificate on Corporate Governance the affairs of the Company.

To the members of the Poly Medicure Limited

1. We have examined the compliance of conditions of For B.K Sethi & Co.
Corporate Governance by POLY MEDICURE LIMITED (“the New Delhi B.K. Sethi
th
Company”), for the year ended on 31st March, 2016, as 8 August, 2016 Proprietor
stipulated in: FCS-853/CP-913

• Clause 49 (excluding clause 49(VII)(E)) of the Listing

Agreements of the Company with stock exchange(s)
for the period from 1st April, 2015 to 30th November,
2015.
• Clause 49(VII) (E) of the Listing Agreements of the
Company with the stock exchange(s) for the period
from 1st April, 2015 to 1st September, 2015.
• Regulation 23(4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the
Listing Regulations) for the period from 2nd
September, 2015 to 31st March, 2016 and
• Regulations 17 to 27 (excluding regulation 23(4)) and
clauses (b) to (i) of regulation 46(2) and para C, D and E
of Schedule V of the Listing Regulations for the period
from 1st December, 2015 to 31st March, 2016.

2. The compliance of conditions of Corporate Governance is

the responsibility of the Management. Our examination was
limited to the procedures and implementation thereof,
adopted by the Company for ensuring compliance with the
conditions of the Corporate Governance. It is neither an
audit nor an expression of opinion on the financial
statements of the Company.

3. In our opinion and to the best of our information and

according to our examination of the relevant records and
the explanations given to us and the representations made
by the Directors and the Management, we certify that the
Company has complied with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing
Agreement and regulation 17 to 27 and clauses (b) to (i) of
regulation 46(2) and para C , D and E of Schedule V of the
Listing Regulations for the respective periods of applicability
as specified under paragraph 1 above, during the year
ended 31st March, 2016.

4. We state that such compliance is neither an assurance as

to the future viability of the Company nor the efficiency or

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Independent Auditor’s Report the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to
To the Members of Poly Medicure Limited
obtain reasonable assurance about whether the financial
Report on the Standalone Financial Statements statements are free from material misstatement.
We have audited the accompanying standalone financial
An audit involves performing procedures to obtain audit
statements of Poly Medicure Limited (“the Company”),
evidence about the amounts and the disclosures in the
which comprise the Balance Sheet as at 31 March 2016,
financial statements. The procedures selected depend on
the Statement of Profit and Loss, the Cash Flow
the auditor’s judgment, including the assessment of the
Statement for the year then ended, and a summary of the
risks of material misstatement of the financial
significant accounting policies and other explanatory
statements, whether due to fraud or error. In making
information.
those risk assessments, the auditor considers internal
Management’s Responsibility for the Standalone financial control relevant to the Company’s preparation
Financial Statements of the financial statements that give a true and fair view
The Company’s Board of Directors is responsible for the in order to design audit procedures that are appropriate
matters stated in Section 134(5) of the Companies Act, in the circumstances. An audit also includes evaluating
2013 (“the Act”) with respect to the preparation of these the appropriateness of the accounting policies used and
standalone financial statements that give a true and fair the reasonableness of the accounting estimates made by
view of the financial position, financial performance and the Company’s Directors, as well as evaluating the overall
cash flows of the Company in accordance with the presentation of the financial statements.
accounting principles generally accepted in India,
We believe that the audit evidence we have obtained is
including the Accounting Standards specified under
sufficient and appropriate to provide a basis for our audit
Section 133 of the Act, read with Rule 7 of the Companies
opinion on the standalone financial statements.
(Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in Opinion
accordance with the provisions of the Act for In our opinion and to the best of our information and
safeguarding the assets of the Company and for according to the explanations given to us, the aforesaid
preventing and detecting frauds and other irregularities; standalone financial statements give the information
selection and application of appropriate accounting required by the Act in the manner so required and give a
policies; making judgments and estimates that are true and fair view in conformity with the accounting
reasonable and prudent; and design, implementation and principles generally accepted in India, of the state of
maintenance of adequate internal financial controls, that affairs of the Company as at 31 March 2016, and its profit
were operating effectively for ensuring the accuracy and and its cash flows for the year ended on that date
completeness of the accounting records, relevant to the
Report on Other Legal and Regulatory Requirements
preparation and presentation of the financial statements
As required by the Companies (Auditor’s Report) Order,
that give a true and fair view and are free from material
2016 (“the Order”), issued by the Central Government of
misstatement, whether due to fraud or error.
India in terms of sub-section (11) of section 143 of the
Auditor’s Responsibility Act, we give in the Annexure "A", a statement on the
Our responsibility is to express an opinion on these matters specified in paragraphs 3 and 4 of the Order, to
standalone financial statements based on our audit. the extent applicable.
We have taken into account the provisions of the Act, the As required by Section 143 (3) of the Act, we report that:
accounting and auditing standards and matters which are (a) We have sought and obtained all the information
required to be included in the audit report under the and explanations which to the best of our knowledge
provisions of the Act and the Rules made thereunder. and belief were necessary for the purposes of our
audit.
We conducted our audit in accordance with the
Standards on Auditing specified under Section 143(10) of

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(b) In our opinion, proper books of account as required Investor Education and Protection Fund by the
by the law have been kept by the Company so far as Company.
it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, For DOOGAR & ASSOCIATES
and the Cash Flow Statement dealt with by this Chartered Accountants
Report are in agreement with the books of account.
Firm's Reg No. 000561N
(d) In our opinion, the aforesaid standalone financial M. S. Agarwal
statements comply with the Accounting Standards Place of Signature: New Delhi Partner
specified under Section 133 of the Act, read with th
Date: 13 May 2016 M. No. 86580
Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received ANNEXURE "A" TO THE AUDITORS' REPORT
from the directors as on 31st March 2016, and taken The Annexure referred to in independent
on record by the Board of Directors, none of the Auditor's Report to the members of the Company
directors is disqualified as on 31st March, 2016 from on the standalone financial statements for the
being appointed as a director in terms of Section 164 year ended 31st March 2016, we report that:
(2) of the Act.
i. a) The Company has maintained proper records
(f) With respect to the adequacy of the internal showing full particulars, including quantitative
financial controls over financial reporting of the details and situation of fixed assets
Company and the operating effectiveness of such b) The Company has a regular programme of
controls, refer to our separate report in "Annexure physical verification of its fixed assets by which
B"; and fixed assets are verified in a phased manner over
(g) With respect to the other matters to be included in a period of three years. In accordance with this
the Auditor’s Report in accordance with Rule 11 of programme, certain fixed assets were verified
the Companies (Audit and Auditors) Rules, 2014, in during the year and no material discrepancies
our opinion and to the best of our information and were noticed on such verification. In our opinion,
according to the explanations given to us: this periodicity of physical verification is
reasonable having regard to the size of the
Company and the nature of its assets.
i. The Company has disclosed the impact of c) According to the information and explanations
pending litigations on its financial position in its given to us and on the basis of our examination
financial statements – Refer Note 26 to the of the records of the Company, the title deeds of
financial statements; immovable properties are held in the name of
the Company other than one leasehold land
acquired from HSIIDC having gross block of
ii. The Company has made provision, as required '897.75 Lacs for which conveyance/title deed in
under the applicable law or accounting favour of the Company is pending to be
standards, for material foreseeable losses, if executed.
any, on long-term contracts including ii. According to the information and explanation
derivative contracts. given ti us and on the basis of our examination of
the records of the company, physical verification
of the inventory has been conducted at
iii. There has been no delay in transferring reasonable intervals by the management and
amounts, required to be transferred, to the discrepancies noticed which were not material in

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nature have been properly dealt with in the vi. We have broadly reviewed the books of account
books of accounts. maintained by the company pursuant to the rules
iii. The Company has/had granted loan to one body made by the central government for the
corporate being wholly owned subsidiary maintenance of cost records under section 148 of
company covered in the registered maintained the Act, and are of the opinion that prima facie,
under section 189 of the Companies Act, 2013 ( the prescribed accounts and records have been
'The Act' ). made and maintained, however, we have not
(a) In our opinion, other terms and conditions on made a detailed examination of such cost
which the loans has/had been granted to the records.
body corporate listed in the registered vii. (a) According to the information and
maintained under section 189 of the Act were explanations given to us and on the basis of our
not, prima facie, pre judicial to the interest of the examination of records of the company, amounts
Company, however, rate of interest charged on deducted/accrued in the books of account in
loan granted is lower than the prevailing yield of respect of undisputed statutory dues including
government security closer to the tenure of provident fund, employees state insurance,
loan/borrowing cost of the company, which in income tax, sales tax, service tax, duty of
our opinion is prejudicial to the interest of the customs, duty of excise, value added tax, cess
company. and other material statutory dues have generally
(b) In the case of loans granted to the body been regularly deposited during the year by the
corporate listed in registered maintained under company with the appropriate authorities.
section 189 of the Act, the borrower have been According to the information and explanations
regular in the payment of the principal and given to us, no undisputed amounts payable in
interest as stipulated. respect of provident fund, employee state
(c) There are no overdue amounts in respect of the insurance, income tax, sales tax, service tax, duty
loan granted to a body corporate listed in the of customs, duty of excise, value added tax, cess
registered maintained under section 189 of the and other material statutory dues were in arrears
Act. as at 31st March 2016, for a period of more than
iv. In our opinion and according to the information six months from the date they become payable.
and explanations given to us, the Company has (b) According to the information and
complied with the provisions of Section 185 and explanations given to us, there are no material
186 of the Act, with respect to the loans and dues of income tax, or sales tax, or service tax, or
investments made. duty of customs, or duty of excise, or value added
v. The Company has not accepted any deposits tax, or cess which have not been deposited with
from the public. the appropriate authorities on account of any
dispute except following:
Nature of Nature of Amount Period to which Forum where dispute
Statue dues (₹ in Lacs) amount relates is pending
Central Excise Excise 55.85 2007-08 to CESTAT, New Delhi
Act, 1944 Duty 2011-12

viii. The Company has not defaulted in the repayment (including debt instruments). According to the
of loan or borrowing to our financial institution information and explanations given to us, term
or bank, government. There are no debenture loans raise during the year were applied for the
holders. purpose for which those were raised.
ix. The Company did not raise any money by way of x. According to the information and explanations
initial public offer or further public offer given to us no material fraud by the company or

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on the company by its officers or employees has Annexure - B to the Auditor's Report
been noticed or reported during the course of
Report on the Internal Financial Controls under
our audit.
Clause (i) of sub-section 3 of Section 143 of the
xi. According to the information and explanations
Companies Act, 2013 ("the Act")
given to us and based on our examination of the
records of the company, the company has We have audited the internal financial contol over
paid/provided for managerial remuneration in financial reporting of Poly Medicure Limited ("the
accordance with the requisite approvals Company") as of 31st March 2016 in conjunction
mandated by the provisions of section 197 read with our audit of the standalone financial
with Schedule V of the Act. statements of the company for the year ended on
xii. In our opinion and according to the information that date.
and explanations given to us, the Company is not
Management's Responsibility for Internal
a nidhi company. Accordingly, paragraph 3 (xii) of
Financial Controls
the order is not applicable.
The Company's Management is responsible for
xiii. According to the information and explanations
establishing and maintaining internal financial
given to us and based on our examination of the
controls based on the internal control over
records of the company, transactions with the
financial reporting criteria established by the
related parties are in compliance with section
company considering the essential component of
177 and 188 of the Act, where applicable and
internal control stated in the guidance not on audit
details of such transaction have been disclosed in
of internal financial controls over financial
the financial statements as required by the
reporting issued by the Institute of Chartered
accounting standards.
Accountants of India ('ICAI'). These responsibilities
xiv. According to the information and explanations
include the design, implementation and
given to us and based on our examination of the
maintenance of adequate internal financial
records of the Company, the Company has not
controls that were operating effectively for
made any preferential allotment or private
ensuring the orderly and efficient conduct of its
placement of shares or fully or partly convertible
business, including adherence to company's
debentures during the year.
policies, the safeguarding of its assets, the
xv. According to the information and explanations
prevention and detection of frauds and errors, the
given to us and based on our examination of the
accuracy and completeness of the accounting
records of the Company, the Company has not
records, and the timely preparation of reliable
entered into non cash transactions with directors
financial information, as required under the
or persons connected with him. Accordingly,
companies act, 2013.
paragraph 3(xv) of the order is not applicable.
xvi. The Company is not required to be registered
Auditors' Responsibility
under section 45-IA of the Reserve Bank of India
Our responsibility is to express an opinion on the
Act, 1934.
company's internal financial controls over financial
reporting based on our audit. We conducted our
For DOOGAR & ASSOCIATES
audit with the guidance note on audit of internal
Chartered Accountants financial controls over financial reporting ( "the
Firm's Reg No. 000561N guidance note") and the standards on auditing,
M. S. Agarwal issued by ICAI and deemed to be prescribed under
section 143(10) of the Companies Act, 2013, to the
Place of Signature: New Delhi Partner extent applicable to an audit of internal financial
th controls, both applicable to an audit of Internal
Date: 13 May, 2016 M. No. 86580 Financial Controls and, both issued by the Institute

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of Chartered Accountants of India. Those standards accounting principles, and that receipts and
and the guidance note require that we comply with expenditures of the company are being made only
ethical requirements and plan and perform the in accordance with authorizations of management
audit to obtained reasonable assurance about and directors of the company; (3) Provide
whether adequate internal financial controls over reasonable assurance regarding prevention or
financial reporting was established and maintained timely detection of unauthorized acquisition, use,
and if such controls operated effectively in all disposition of the company's assets that could have
material respects. a material effect on the financial statements.
Our Audit involves performing procedures to Inherent Limitations of Internal Financial Controls
obtained audit evidence about the adequacy of the over Financial Reporting
internal control financial systems over financial Because of the inherent limitations of internal
reporting and their operating effectiveness. Our financial controls over financial reporting, including
audit of internal financial controls over financial the possibility of collusion or improper
reporting included obtaining and understanding of management override of controls, material
internal financial controls over financial reporting, misstatements due to error or fraud may occur and
assessing the risk that a material weakness exist, not be detected, also, projections of any evaluation
and testing and evaluating the design and of the internal financial controls over financial
operating effectiveness of internal control based reporting to future periods are subject to the risk
on the assessed risk. The procedures selected that the internal financial control over financial
depend on the auditor's judgment, including the reporting may become inadequate because of
assessment of the risks of material misstatement changes in conditions, or that the degree of
of the financial statements, whether due to fraud compliance with the policies or procedures may
or error. deteriorate.
We believe that the audit evidence we have Opinion
obtained is sufficient and appropriate to provide a In our opinion the company has, in all material
basis for our audit opinion on the company's respects, an adequate internal financial control
internal financial controls system over financial system over financial reporting and such internal
reporting. financial controls over financial reporting were
Meaning of Internal Financial Controls over operating effectively as at 31st March 2016, based
Financial Reporting on the internal control over financial reporting
A Company's internal financial control over criteria established by the company considering
financial reporting is a process designed to provide the essential components of internal control stated
reasonable assurance regarding the reliability of in the guidance note on audit of internal financial
financial reporting and the preparation of the controls over financial reporting issued by the
financial statements for external purposes in Institute of Chartered Accountants of India.
accordance with generally accepted accounting
For DOOGAR & ASSOCIATES
principles. A company' s internal financial control
over financial reporting includes those policies and Chartered Accountants
procedures that (1) pertain to the maintenance of Firm's Reg No. 000561N
records that, in reasonable detail, accurately and M. S. Agarwal
fairly reflect the transactions and dispositions of
the assets of the company; (2) Provide reasonable Place of Signature: New Delhi Partner
assurance that transactions are recorded as th
necessary to permit preparation to financial Date: 13 May, 2016 M. No. 86580
statements in accordance with generally accepted

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Poly Medicure Limited

Balance Sheet as at 31 March 2016
(₹ in Lacs)
Particulars Note No. As at 31 March 2016 As at 31 March 2015
I EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 1 2,205.67 2,205.76
(b) Reserves and surplus 2 20,177.89 22,383.56 16,991.29 19,196.96
2 Non-current liabilities
(a) Long-term borrowings 3 3,106.28 4,024.56
(b) Deferred tax liabilities (Net) 4 1,183.37 1,028.48
(c) Other Long term liabilities 5 357.99 265.56
(d) Long-term provisions 6 265.51 4,904.15 203.83 5,522.43
3 Current liabilities
(a) Short-term borrowings 7 3,039.38 1,807.37
(b) Trade payables 8
Amount outstanding to Micro and Small Enterprises 35.01 43.94
Amount outstanding other than to Micro and Small 2,922.52 3,759.75
Enterprises
(c) Other current liabilities 9 3,797.33 3,756.89
(d) Short-term provisions 6 503.08 10,297.32 1,358.33 10,726.28
TOTAL 37,585.03 35,445.67
II ASSETS
1 Non-current assets
(a) Fixed assets 10
(i) Tangible assets 17,053.12 15,585.59
(ii) Intangible assets 671.88 480.37
(iii) Tangible Capital work-in-progress 287.27 415.14
(iv) Intangible assets under development 1,084.50 565.29
(b) Non-current investments 11 561.06 561.06
(c) Long-term loans and advances 12 1,290.91 2,373.38
(d) Other non-current assets 13 336.47 21,285.21 334.72 20,315.55
2 Current assets
(a) Inventories 14 4,058.25 5,387.30
(b) Trade receivables 15 8,029.07 5,949.14
(c) Cash and bank balances 16 2,147.87 1,983.38
(d) Short-term loans and advances 12 1,283.06 1,054.89
(e) Other current assets 13 781.56 16,299.82 755.41 15,130.12
TOTAL 37,585.03 35,445.67
Significant accounting policies
Notes on financial statement 1 - 47
The Notes referred to above form an integral part of the Balance Sheet
As per our report of even date annexed
For DOOGAR & ASSOCIATES ( Reg No.000561N )
Chartered Accountants For and on behalf of the Board of Directors
M. S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No. 86580 DIN: 00014008 DIN: 00048585
Place : New Delhi J.K.Oswal Avinash Chandra
Date : 13.05.2016 VP (F) and CFO Company Secretary

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Poly Medicure Limited

Statement of Profit and Loss for the Year ended 31 March 2016
(₹ in Lacs)
Year ended Year ended
Particulars Note No.
31 March 2016 31 March 2015
INCOME
Revenue from operations (Gross) 17 40,015.44 37,847.82
Less: Excise Duty (567.60) (478.99)
Revenue from operations (Net) 39,447.84 37,368.83
Other income 18 838.50 822.14
Total Revenue (I) 40,286.34 38,190.07
EXPENDITURE
Cost of raw materials including packing materials consumed 19 13,177.29 13,127.13
Purchases of Stock-in-Trade 676.13 652.53
Changes in inventories of finished goods, work-in-progress and
20 200.25 (306.83)
Stock-in-Trade
Employee benefits expense 21 6,899.23 6,030.00
Research and development expenses 22 871.13 846.66
Other expenses 23 9,177.66 8,756.02
Total (II) 31,001.69 29,105.51
Earnings before Interest, tax, depreciation and amortisation (EBITDA) (I) - (II) 9,284.65 9,085.46
Finance cost 24 778.24 822.65
Depreciation and amortization expenses 25 2,018.79 1,808.99
Profit before exceptional items and tax (III) 6,487.62 6,453.82
Exceptional Items (IV) - 1,957.80

Profit before tax (V) (III + IV) 6,487.62 8,411.62

Tax expense:
(1) Current tax 1,604.33 2,055.34
(2) Tax adjustment for earlier years (net) (2.35) 2.35
(3) Deferred tax 154.89 252.21
Total tax expenses (VI) 1,756.87 2,309.90
Profit for the year (V - VI) 4,730.75 6,101.72
Earnings per equity share: (Face value ₹ 5 each) in rupees 31
Basic 10.72 13.83
Diluted 10.72 13.83
Significant accounting policies
Notes on financial statement 1 - 47
The Notes referred to above form an integral part of the Statement of Profit and Loss
As per our report of even date annexed
For DOOGAR & ASSOCIATES ( Reg No.000561N )
Chartered Accountants For and on behalf of the Board of Directors
M. S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No. 86580 DIN: 00014008 DIN: 00048585

Place : New Delhi J.K.Oswal Avinash Chandra

Date : 13.05.2016 VP (F) and CFO Company Secretary

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Poly Medicure Limited

Cash Flow Statement for the year ended 31 March 2016
(₹ in Lacs)
Year ended
Particulars
31 March 2016 31 March 2015
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax and exceptional items 6,487.62 6,453.82
Adjusted for:
Exceptional Items - 1.957.80
Depreciation and amortisation 2,018.79 1,808.99
Interest expense 778.24 822.65
Interest income (224.39) (227.19)
Loss/(profit) on sale of fixed assets, net (3.12) (213.12)
Debts/advances written off 33.46 -
Provision for doubtful debts and advances 5.92 0.61
Credit balances no longer required, written back (49.37) (0.52)
Provision for Wealth tax - 2.86
Deferred employee compensation expenses (net) - 14.93
Unrealised foreign exchange (gain) /loss (70.07) (44.34)
Operating profit before working capital changes 8,977.08 10,576.49
Movement in working capital
Decrease/ (increase) in sundry debtors (2,119.00) (1,388.94)
Decrease/(Increase) in loans and advances (53.70) (86.45)
Decrease/(increase) in inventories 1,329.05 (1,431.57)
Increase/ (decrease) in current liabilities and provisions (536.96) 1,044.30
Cash generated from operations 7,596.47 8,713.83
Direct taxes paid (net of refunds) (1,389.42) (2,329.87)
Appropriation towards CSR expenditure - (56.24)
Net cash from operating activities 6,207.05 6,327.72

B CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (including capital advances) (3,149.00) (5,153.25)
Proceeds from / (Investment in) Fixed Deposits (net) (78.41) (948.27)
Proceeds from sale of fixed assets 8.03 359.41
Dividend and Interest income 194.01 91.34
Net cash used for investing activities (3,025.37) (5,650.77)

C CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from term loans (net of repayment) 383.90 964.92
Proceeds from ESOPs - 5.46
Dividend and tax thereon Paid (2,654.69) (1,031.48)
Interest / Finance charges paid (815.13) (818.08)
Net cash from (used for) financing activities (3,085.92) (879.18)

Net increase in cash and cash equivalents (A+B+C) 95.76 (202.23)

Cash and cash equivalents at the beginning of the year 1,170.63 1,372.86
Cash and cash equivalents at the end of the year 1,266.39 1,170.63
Components of Cash and cash equivalent
Balance with Banks 1,257.34 1,154.17
Cheques, drafts on hand - 6.79
Cash on hand (including foreign currency notes) 9.05 9.67
Total 1,266.39 1,170.63
Notes: The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard - 3 cash Flow
Statement
This is the Cash Flow Statement referred to in our report of even date.
For DOOGAR & ASSOCIATES ( Reg No.000561N ) For and on behalf of the Board of Directors
Chartered Accountants
M. S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No. 86580 DIN: 00014008 DIN: 00048585
Place : New Delhi J.K. Oswal Avinash Chandra
Date : 13.05.2016 VP (F) and CFO Company Secretary

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SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

i) Financial Statements have been prepared under the historical cost convention in accordance with the
generally accepted accounting principles and to comply with Accounting Standards referred to in Section 133 of
the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014, to the extent applicable.
ii) The Company follows the mercantile system of accounting & recognizes the income & expenditure on accrual basis.
iii) All assets and liabilities have been classified as Current or Non-current as per Company's normal operating cycle. Based on
the nature of products and time between acquisition of assets/materials for processing and their realisation in cash and
cash equivalents, the Company has ascertained its operating cycle being a period of one year for the purpose of
classification of assets and liabilities as current and non-current.

b) USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount
of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during
the reporting period. Difference between the actual results and estimates are recognised in the period in which the
results are known / materialised.

c) FIXED ASSETS
Fixed assets are stated at their cost of acquisition or construction less accumulated depreciation. Cost of acquisition or
construction is inclusive of direct cost (net of recoverable taxes), incidental expenses and borrowing cost related to such
acquisition or construction.

d) INVESTMENTS
Investments are classified into current and non-current investments. Current investments are stated at the lower of cost
and fair value. Non-current investments are valued at cost. A provision for diminution is made to recognize a decline,
other than temporary, in the value of non-current investments.

e) DEPRECIATION AND AMORTISATION

i) Depreciation is charged on the basis of useful life of the fixed assets. The Company has adopted useful life of fixed assets
as given in Part "C" of Schedule II of the Companies Act, 2013 in respect of all fixed assets.
ii) Premium on Leasehold land is amortised over the period of lease.
iii) Intangible assets are amortised on straight line basis over their estimated useful life. In respect of Patents & Trademarks,
useful life has been estimated by the Management as 10 years unless otherwise stated in the relevant documents and in
case of Specialized Software as 3 years. Depreciation Charge/Amortisation on impaired assets is provided by adjusting in
the future/remaining periods so as to allocate the asset’s revised carrying amount over its remaining useful life.

f) INVENTORIES
Inventories have been valued at lower of cost or net realisable value. In respect of stores and spares, packing material
and raw material, cost has been arrived at on FIFO basis. In case of work in progress and finished goods, cost has been
arrived at on standard cost basis. Scrap has been valued at estimated realisable value.

g) REVENUE RECOGNITION
i) Revenue from sales is recognised on despatch of goods in accordance with the terms of sale.

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ii) Sales and purchases are exclusive of inter-unit transfers.

iii) Export Incentives and benefits are accounted for on accrual basis when virtual certainty and their probable use within
reasonable time in the normal course of business, is established.
iv) Revenue from Services is recognized when the related services are performed.
v) Interest is recognized using the time proportion method. Dividend income is recognized when the company’s right to
receive dividend is established.
vi) Other items of Income are accounted as and when right to receive arise.
vii) Non-compete fees received are apportioned proportionately over the period of such agreement.
h) EXTRAORDINARY AND EXCEPTIONAL ITEMS
Income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the
company are classified as extraordinary items. Specific disclosure of such events/transactions is made in the financial
statements. Similarly, any external events beyond the control of the company, significantly impacting income or expense,
is also treated as extraordinary item and disclosed as such.
On certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of
the company, is such that its disclosure improves an understanding of the performance of the company. Such income or
expense is classified as an exceptional items and accordingly disclosed in the notes to accounts.
i) FOREIGN CURRENCY TRANSACTIONS, FORWARD CONTRACTS AND DERIVATIVES
i) Transactions denominated in the foreign currencies are normally recorded at the exchange rates prevailing at the time
of the transaction.
ii) Monetary items denominated in foreign currencies other than those covered by forward exchange contracts are
translated into rupees equivalent at the rate of exchange prevailing on the Balance Sheet date. Exchange differences
that arise on settlement of monetary items or on reporting date are recognized as income or expense in the period in
which they arise.
iii) Non-monetary items, which are carried at historical costs denominated in a foreign currency are reported using the
exchange rate at the date of the transactions.
iv) Exchange difference arising on Forward Contracts are recognized in the period in which they arise and the premium
paid/received is accounted as expense/income over the period of the contract.
v) The company intends to adopt Accounting Standard (AS-30), “Financial Instruments, Recognition and Measurement” in
due course. Till the adoption of AS 30, Mark to Market losses or gains on un-expired Forward Contracts entered into to
hedge the risk of changes in Foreign Currency Exchange Rate on future export sales against the existing long term
contracts are accounted for on maturity of the contracts so as to safe guard against considerable volatility in foreign
exchange rates during the intervening period.
vi) In accordance with Accounting Standard - 11 "Accounting for the effects of changes in foreign exchange rate",
exchange differences arising in respect of long term foreign currency monetary items:
- used for acquisition of depreciable capital assets are added to or deducted from the cost of assets and are
depreciated over the balance life of assets.
- used for purpose other than acquisition of depreciable assets are accumulated in "foreign currency monetary items
translation differences account" and amortised over the balance period of such assets or liabilities.

j) GOVERNMENT GRANTS
Capital subsidy under 15% central investment subsidy scheme of Government of uttarakhand is recognised on a
systematic and rational basis by adopting deferred income approach in proportion of the applicable depreciation over
the remaining useful life of the respective assets and is adjusted against the depreciation in statement of profit and
loss.
i) Retirement benefits in the form of Provident fund is accounted on accrual basis and charged to the statement of Profit
& Loss.
ii) Provision for liability towards gratuity and unavailed earned leaves benefits to employees is made on the basis of
actuarial valuation.

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l) EMPLOYEE STOCK COMPENSATION COST

In respect of employees’ option granted by the company, the excess of market price of the share over the exercise
price of the option at the grant date is treated as employee compensation cost and is amortised over the vesting
period.
m) BORROWING COSTS
Borrowing costs that are directly attributable to the acquisition or construction of the qualifying assets are capitalised
as part of the cost of such assets, till the assets are ready for use. All other borrowing costs are charged to revenue in
the period in which they are incurred.

n) LEASES
i) Finance leases or similar arrangement, which effectively transfer to the company substantially all the risks and benefits
incidental to ownership of the leased items, are capitalized and disclosed as leased assets. Finance charges are charged
directly against income.
ii) Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of
interest on the outstanding liability for each period.
iii) Assets acquired on leases where a significant portion of the risks and rewards of the ownership are retained by the
lessor are classified as operating leases. Lease rentals are charged to the Statement of Profit and Loss on accrual basis.

o) EARNINGS PER SHARE (EPS)

The earnings considered in ascertaining the company’s EPS comprise the Net Profit or Loss for the period after tax and
extra ordinary items. The basic EPS is computed on the basis of weighted average number of equity shares outstanding
during the year. The number of shares for computation of diluted EPS comprises of weighted average number of equity
shares considered for deriving basic EPS and also the weighted average number of equity shares which could be issued
on the conversion of all dilutive potential equity shares.

p) TAXES ON INCOME
i) Tax expense for the year comprises of Current Tax, and Deferred Tax. Current taxes are measured at the current rate of
tax in accordance with provisions of the Income Tax Act, 1961.
ii) Deferred tax Assets and Liabilities are recognized for future tax consequences attributable to the timing differences
that result between taxable profit and the profit as per the financial statements. Deferred tax assets and liabilities are
measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date,
iii) Deferred tax assets are recognized on unabsorbed depreciation and carry forward of losses under tax laws to the
extent there is virtual certainty that sufficient future taxable income will be available against which such deferred tax
assets can be realized.
iv) The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Profit and Loss
in the year of change.

q) IMPAIRMENT OF ASSETS
The carrying values of fixed assets and other assets of a cash generating unit are reviewed for impairment when events
or changes in circumstances indicate the carrying value may not be recoverable, if any such indication exists and where
the carrying value exceeds the estimated recoverable amount, the assets of the cash generating units are written down
to their recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In
assessing value in use the estimated future cash flows are discounted to their present value using the pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an

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asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash
generating unit to which the assets belongs Impairment losses are recognised in the Statement of Profit and Loss.

r) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation
as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not
recognised but are disclosed in the notes.
Contingent liability is disclosed in case of :
a. a present obligation arising from past events, when it is not probable that an outflow of resources will be required to
settle the obligation,
b. a present obligation arising from past events, when no reliable estimate is possible,
c. a possible obligation arising from past events where the probability of outflow of resources is not remote.
Contingent Assets are neither recognised nor disclosed in the financial statements.

s) MEASUREMENT OF EBITDA
The company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a
separate line item on the face of the statement of profit and loss. The company measures EBITDA on the basis of profit
from continuing operations. In its measurement, the company does not include depreciation and amortization expense,
finance costs, exceptional items and tax expense.

t) CASH AND CASH EQUIVALENTS

For the purpose of cash Flow Statement, cash and cash equivalents includes cash in hand, demand deposits with banks,
other short term highly liquid investments with original maturities of three months or less.

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(₹ in Lacs)
As at As at
1 SHARE CAPITAL
31 March 2016 31 March 2015
Authorised share Capital
60,000,000 (Previous Year 60,000,000) Equity Shares of ₹ 5
(Previous Year ₹ 5) each 3,000.00 3,000.00
Issued, subscribed & paid up shares
44,113,440 (Previous Year 44,113,440) Equity Shares of ₹ 5
( Previous Year ₹ 5) each fully paid up 2,205.67 2,205.67
Total 2,205.67 2,205.67

1.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
As at 31 March 2016 As at 31 March 2015
Particulars
No. of Shares ₹ in Lacs No. of Shares ₹ in Lacs

At the beginning of the year 4,41,13,440 2,205.67 2,20,33,211 2,203.32

Add: Issued during the year by way of ESOS - - 23,509 2.35
Add: Addition on account of share split from ₹ 10 to ₹ 5 - - 2,2056,720 -
Less: Bought back during the year - - - -
Outstanding at the end of year 4,41,13,440 2,205.67 4,41,13,440 2,205.67
1.2 Terms/rights attached to equity shares
The company has only one class of equity shares having a par value of ₹ 5/- (previous year ₹ 5/-). Each holder of equity
shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2016, the amount of per share interim dividend declared and paid to equity share
holders is ₹ 2.5 per equity share of ₹ 5 each (previous year interim dividend ₹ Nil)

During the year ended 31st March 2016, the amount of per share final dividend recognised as distribution to equity share
holders is ₹ 0.50 per equity share of ₹ 5 each (Previous Year ₹ 2.50 per equity share of ₹ 5 each)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.

1.3 Details of shareholders' holding more than 5% shares in the company

As at 31 March 2016 As at 31 March 2015
No. of Shares % of Holding No. of Shares % of
Holding
Equity Share of ₹ 5 each (previous Year ₹ 5 each)
M/s Allegeny Finlease private Limited 61,76,261 14.00% 6,181,593 14.01%
Shri Rishi Baid 49,13,024 11.14% 4,913,024 11.14%
M/s BS Trade Invest Private Limited 41,29,414 9.36% 4,202,094 9.53%
Shri Himanshu Baid 40,37,312 9.15% 4,037,312 9.15%
The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding, as at the balance
sheet date. As per records of the company, including its register of shareholders/members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
shares.

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1.4 Shares allotted for consideration other than cash

Particulars
Equity Shares : No. of Shares
Aggregate number of equity shares allotted as fully paid bonus shares by capitalisation of
Securities Premium Account and General Reserves during the financial year 2013-14 and 16,518,750
also in preceding five financial years.
(₹ in Lacs)
2 RESERVES AND SURPLUS As at As at
31 March 2016 31 March 2015
Capital Reserves
Surplus on re-issue of forfeited shares 13.19 13.19
Application money received on Preferential Warrants issued to promoters forfeited 33.79 33.79
46.98 46.98
Securities Premium Account
Balance at the beginning of the year 83.60 23.98
Add: Additions during the year - 59.62
Closing Balance 83.60 83.60
Foreign Currency Monetary Translation Account
Balance at the beginning of the year (49.69) (128.06)
Add: Additions during the year (refer note no. 34) 46.00 78.37
Closing Balance (3.69) (49.69)
Employees Stock Option Outstanding Account (net of options lapsed) - 38.27
Add: Additional options granted - -
Less: Transferred to Share premium Account on allotment of options - (38.27)
Less: Deferred Employee Compensation Expenses - -
Closing Balance - -
General Reserve
Balance at the beginning of the year 8,756.90 6,756.90
Add: Additions during the year 2,000.00 2,000.00
Closing Balance 10,756.90 8,756.90
Surplus in statement of Profit and Loss
Balance at the beginning of the year 8,144.85 5,473.01
Less: Adjustment in opening balance on adoption of Schedule II of the Companies - (39.67)
Act, 2013 (Net Deferred Tax)
Less: Dividend /Dividend tax adjusted for previous year 6.26 (0.37)
Add: Additions during the year 4,730.74 6,101.72
Less: Interim Dividend and tax thereon (1327.35) -
Less: Proposed Dividend (265.47) (1333.60)
Less: Appropriation towards CSR spend - (56.24)
Less: Transferred to General Reserve (2,000.00) (2,000.00)
Closing Balance 9,289.03 8,144.85
Government Grants (Deferred Income Approach)
Capital Investment Subsidy
Balance at the beginning of the year 8.65 12.23
Add: Additions during the year - -
Less: Adjusted against depreciation (Refer Note no. 25) (3.58) (3.58)
Closing Balance 5.07 8.65
Grand Total 20,177.89 16,991.29

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(₹ in Lacs)
3 LONG TERM BORROWINGS Non-current portion Current maturities
As at 31 March As at 31 March
2016 2015 2016 2015
Secured
(i) Term loans
from banks 3,081.38 3,718.09 1,650.54 1,468.37
(ii) Others - Vehicle Loan
from banks 1.36 3.84 2.27 16.79
From others 23.54 32.06 8.52 7.95
(iii) Deferred payment liabilities - 270.57 55.45 257.89
(iv) Equipment Financing - - 77.63 -
Amount disclosed under the head “other current liabilities” (note 9) - - 1,794.41 1,751.00
Total 3,106.28 4,024.56 - -

3.1 Term loan comprise of the following:

From Bank
Rupee Loan 1,279.72 1,501.46 462.50 586.50
Foreign Currency Loan 1,801.66 2,216.63 1,188.04 881.87

3.2 Terms of repayment:

Weighted Outstanding Annual repayment schedule

Installm
Particulars average Rate of as at 31 2017- 2018-
ents 2016-17 2019-20
interest (P.A.) March 2016 18 19
Rupee Loan 10.63% Qtr 1,742.22 462.50 750 479.72 50.00

Foreign Currency Loan 3.97% Qtr 2,989.70 1,188.04 1243.34 457.82 100.50

Others - Vehicle Loan 10.08% Monthly 35.69 10.79 10.79 10.40 3.71

Deferred Payment NA 2 in year 55.45 55.45 - - -

Liabilities
Equipment Financing NA 4 in year 77.63 77.63 - - -

3.3 Details of security:

a Term Loans from State Bank of India are secured by way of first charge over entire fixed assets both present & future
including equitable mortgage of factory land & buildings and are further secured by way of extension of charge on
entire current assets of the company both present & future and are guaranteed by Managing Director & Executive
Director of the company.
b Vehicle Loans are secured by hypothecation / lien of the respective vehicles.
c Deferred payment liabilities represents assets acquired on deferred credit terms.
d Equipment financing represents IT equipment financed under master financing agreement and is secured against the
said equipment financed.

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4 DEFERRED TAX LIABILITY (NET)

In accordance with Accounting Standard 22 “Accounting for taxes on Income” (AS-22), the company has accounted
for deferred taxes during the year as under:
Following are the major components of Deferred Tax Liabilities and Deferred Tax Assets:
(₹ in Lacs)
As at As at
Component
31 March 2016 31 March 2015
Deferred Tax Liabilities:
(i) Difference in depreciation between Accounting books and tax Return 1,308.06 1,126.99
Total 1,308.06 1,126.99
Deferred Tax Assets:
(i) Provision for retirement benefits (98.24) (78.11)
(ii) Provision for Bonus (9.15) (3.69)
(iii) Provision for doubtful debts and advances (17.30) (15.25)
(iv) On others - (1.46)
Total (124.69) (98.51)
Net Deferred Tax liability (Assets) 1,183.37 1,028.48
5 OTHER LONG TERM LIABILITIES As at As at
31 March 2016 31 March 2015
Security Deposits from Agents 357.99 265.56

Total 357.99 265.56

6 PROVISIONS Long Term Short term

As at 31 March As at 31 March
2016 2015 2016 2015
Provision for employee benefits
Gratuity 175.33 137.46 19.32 15.08
Leave Encashment 81.18 66.37 8.05 6.79
Other provisions
Provision for Wealth tax - - - 2.86
Provision for Income tax 210.24 -
Proposed dividend - - 220.57 1,102.84
Tax on proposed dividend - - 44.90 230.76

Total 265.51 203.83 503.08 1,358.33

7 SHORT-TERM BORROWINGS As at As at
31 March 2016 31 March 2015
Secured - from banks
Cash / Export Credit Loan 3,039.38 1,807.37

Total 3,039.38 1,807.37

Cash/Export credit limits from State Bank of India and Citibank N.A. are secured by way of first pari-passue charge
both present & future on the company's entire stock of Raw materials, stores spares, Stock in process, Finished goods
etc. lying in factory, godowns, elsewhere and including goods in transit, trade receivables and are further secured by
way of extension of second pari-passu charge on entire fixed assets of the company both present & future and are
guaranteed by Managing Director & Executive Director of the company.

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(₹ in Lacs)
8 TRADE PAYABLES As at As at
31 March 2016 31 March 2015
Trade payables (including acceptances) 2,957.53 3,803.69

The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006
(“the Act”) has been determined to the extent such parties have been identified by the company, on the basis of
information and records available with them. This information has been relied upon by the auditors.

Particulars As at As at
31 March 2016 31 March 2015
a The principal amount and the interest due thereon (to be shown - -
separately) remaining unpaid to any supplier at the end of each
accounting year;
 Principal Amount 35.01 43.94
 Interest due - -
b The amount of Interest paid by the buyer in terms of section 16 of the Micro, - -
Small and Medium Enterprises Development Act, 2006, along with the amount
of the payment made to the supplier beyond the appointed day during the
accounting year.
c The amount of interest due and payable for the period of delay in making - -
payment ( which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the Micro, Small and
Medium Enterprises Development Act, 2006
d The amount of interest accrued and remaining unpaid at the end of each - -
accounting year; and
e The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are actually
paid to the small enterprise, for the purpose of disallowance of a deductible
expenditure under section 23 of the Micro, Small and Medium Enterprises
Development Act, 2006.
9 OTHER CURRENT LIABILITIES As at As at
31 March 2016 31 March 2015
Current maturities of long-term borrowings (Refer note no. 3) 1,794.41 1,751.00
Interest accrued but not due on borrowings 0.29 30.32
Interest accrued and due on borrowings 30.46 37.32
Advance from customers 274.99 705.14
Unpaid dividends 15.20 6.38
Other payables
Statutory dues 297.45 279.57
Employees related liabilities 912.14 716.58
Payables for capital goods 404.48 149.78
Others 67.91 80.80

Total 3,797.33 3,756.89

There are no outstanding dues to be paid to Investor Education and Protection Fund.

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NOTE No. 10: FIXED ASSETS (₹ in lacs)
Gross Block Depreciation/Amortisation Net Block
Sr. As at Additions Sales / As at As at For the On Sales / As at As at As at
Particulars
No. 1 April adjustment 31 March 1 April Year Adjustments 31 March 2016 31 March 2016 31 March 2015
2015 2016 2015
A Tangible Assets
1 Freehold Land 1,346.08 - - 1,346,08 - - - - 1,346.08 1.346.08
2 Leasehold Land 857.85 4.33 - 862.18 22.58 9.35 - 31.93 830.25 835.27
3 Building 2,695.02 7.26 - 2,702.28 605.06 88.49 - 693.55 2,008.73 2,089.96
4 Plant & Machinery 18,348.59 3,258.51 8.85 * 21,598.25 7,702.72 1,674.14 8.46 9,368.40 12,229.85 10,645.87
5 Furniture & Fixtures 310.37 18.42 0.08 # 328.71 136.42 28.56 0.08 164.90 163.81 173.95
6 Office Equipment 301.13 56.55 2.97 # 354.71 212.16 48.82 2.97 258.01 96.70 88.97
7 Vehicles 618.24 60.02 42.77 635.49 212.75 83.29 38.25 257.79 377.70 405.49
Total Tangible 24,477.28 3,405.09 54.67 27,827.70 8,891.69 1932.65 49.76 10,774.58 17,053.12 15,585.59

B Intangible Assets
1 Software 138.73 65.08 0.11 # 203.70 105.84 27.17 0.11 132.90 70.80 32.89
2 Patent & Trade Marks 598.43 216.15 - 814.58 150.95 62.55 - 213.50 601.08 447.48
Total Intangible 737.16 281.23 0.11 1,018.28 256.79 89.72 0.11 346.40 671.88 480.37

Total 25,214.44 3,686.32 54.78 28,845.98 9,148.48 2,022.37 49.87 11,120.98 17,725.00 16,065.96

Previous Year 19,369.33 6,044.16 199.05 25,212.44 7,326.74 1,813.85 113.43 9,148.48 16,065.96 -
Note: 1. Addition during the year includes Fixed Assets for Research and Development

Additions during Depreciation for Net Block As at

Particulars
the year the year 31 March 2016
Tangible Assets
Plant & Machinery 2.88 13.33 166.15
Furniture & Fixtures 1.65 0.62 5.01
Office Equipment 13.25 5.91 14.20

Intangible Assets
Software 30.23 9.35 30.81
Total 48.01 29.21 216.17
Previous Year 58.18 18.14 197.38
2. Borrowing cost of ₹ 71.58 lacs (previous year ₹ 52.33 lacs) have been included in additions to Fixed Assets.
3. Gross Block of leasehold land includes value of land amounting to ₹ 897.75 lacs for which conveyance deed is pending for execution.
4. "#" represents assets discarded / written off during the year.
5. "*" includes ₹ 5.53 lacs being assets discarded / written off during the year.
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(₹ in Lacs)

11 NON-CURRENT INVESTMENT As at As at
31 March 2016 31 March 2015
Trade investments (valued at cost unless stated otherwise)
Unquoted equity instruments - fully paid
Investment in subsidiaries
U.S. Safety Syringes Co. LLC, USA USD 300,000 (previous year USD 300,000) 130.33 130.33
Membership Interest
Less: Provision for diminution in value of investment (130.33) (130.33)
Poly Medicure (Laiyang) Co. Ltd. China USD 1,100,000 (previous year USD 472.39 472.39
1,100,000) Membership Interest
Investment in associates
52,900 (Previous year 46,000) shares of 100 L.E (Egyptian Pound) each in Ultra 88.67 88.67
for Medical Products (U.M.I.C) S.A.E., Egypt
Total 561.06 561.06

Aggregate amount of Unquoted Investment 691.39 691.39

Aggregate provision for diminution in the value of Investment 130.33 130.33

12 LOANS AND ADVANCES Long Term Short term

As at 31 March As at 31 March
2016 2015 2016 2015
(Unsecured, considered good unless stated otherwise)
Capital Advances 760.91 1,689.57 - -
Security Deposits
Considered good 124.87 106.63 31.57 15.62
Considered doubtful - - 3.66 4.85
Less: Provision for doubtful deposits - - (3.66) (4.85)
Loans and advances to subsidiary companies - 168.74 178.88 -
Other loans and advances
Advance for goods / services
Considered Good - - 256.07 225.75
Considered Doubtful - - 7.08 2.56
Less: Provision for doubtful advances - - (7.08) (2.56)
Loans and advance to employees - 1.40 2.84 18.69
Prepaid Expenses 1.45 1.04 72.53 80.73
Balance with revenue authorities - - 697.92 637.03
Service tax and VAT refundable - - 43.25 77.07
Advance tax/ tax deducted at source (net of provision) 403.68 406.00 - -
Total 1,290.91 2,373.38 1,283.06 1,054.89
Loans and Advances to subsidiary companies includes:
Due from Poly Medicure (Laiyang) Co. Ltd., China - 168.74 178.88 -
Maximum amount outstanding during the year ₹ 178.88 lacs (Previous year ₹ 170.53 lacs)

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(₹ in Lacs)
13 OTHER ASSETS Non-current Current
As at 31 March As at 31 March
2016 2015 2016 2015
Export benefits receivable - - 473.34 485.85
Interest accrued on bank deposits / Advances # 20.85 28.78 151.28 112.97
Premium on forward contracts - - 93.50 92.80
Dividend / Governing council share from associates - - 47.72 46.35
Other receivable ## - - 15.73 17.44
Non-current bank balances (refer note 16) 315.62 305.94 - -
Total 336.47 334.72 781.57 755.41
# Includes interest accrued on loan to subsidiary Company ₹ 23.84 lacs (Previous Year ₹ 10.68 lacs)
## Includes ₹ 2.33 lacs paid under protest for enhanced cost of land, contested in hon'ble Punjab and Haryana High
Court.

14 INVENTORIES As at As at
(Valued at lower of cost and net realisable value) 31 March 2016 31 March 2015
Raw Materials including packing materials 2,869.41 4,012.09
Goods-in transit 54.59 40.17
Work-in-progress 507.62 734.24
Finished Goods 524.13 483.11
Stock-in-trade 1.57 16.22
Stores and spares 100.93 101.47
Total 4,058.25 5,387.30
Additional disclosure regarding inventories

Raw Materials including packing materials

Plastic granules 801.30 1,211.63
PVC Sheet 124.42 118.93
SS Tube 221.87 140.37
Boxes 53.04 76.53
Medical paper 269.27 428.87
Other miscellaneous items 1,399.51 2,035.76
2,869.41 4,012.09
Work-in-progress
I V Cannula 151.76 254.29
Blood Bag 79.62 226.01
Others 276.24 253.94
507.62 734.24
Finished Goods
I V Cannula 97.51 147.63
Blood Bag 67.95 50.84
Others 358.67 284.64
524.13 483.11
Stock in trade
Others 1.57 16.22

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(₹ in Lacs)
15 TRADE RECEIVABLES As at As at
31 March 2016 31 March 2015
Trade Receivables outstanding for a period less than six months from the date
they are due for payment
Unsecured, considered good 7,658.09 5,836.25
Trade Receivables outstanding for a period exceeding six months from the date
they are due for payment
Unsecured, considered good 370.98 112.89
Unsecured, considered doubtful 39.25 36.67
Less: Provision for doubtful debts (39.25) (36.67)

Total 8,029.07 5,949.14

Maximum balance
Outstanding As at
outstanding during the
31 March
year ended
Trade receivable includes: 2016 2015 2016 2015
Due from Vitromed Healthcare, a partnership firm in which 199.97 - 649.06 387.57
promoter directors and their relatives are partners
Due from Ultra For Medical Products (U.M.I.C) S.A.E., Egypt being 477.74 226.03 540.70 434.61
associate company

16 CASH AND BANK BALANCES Non-current Current

As at 31 March As at 31 March
2016 2015 2016 2015
Cash and cash equivalent
Balances with Banks
In current and cash credit accounts - - 61.15 52.84
In deposit accounts, with less than 3 months maturity period - - 1,196.19 1,101.33
Cheques, drafts on hand - - - 6.79
Cash on hand (including foreign currency notes) - - 9.05 9.67
Other Bank balances
Balance with Banks in unpaid dividend accounts - - 15.20 6.38
Held as margin money 304.23 303.55 - -
Deposits with more than 3 months but less than 12 months maturity - - 866.28 806.37
period
Deposits with more than 12 months maturity period 11.39 2.39 - -
Amount disclosed under the head “other assets” (Refer note 13) (315.62) (305.94) - -

Total - - 2,147.87 1,983.38

17 REVENUE FROM OPERATIONS Year ended Year ended

31 March 2016 31 March 2015
Sale of products
Manufactured goods 38,754.60 36,489.24
Traded Goods 785.08 720.08
Other operating revenues
Export Incentives 397.10 538.16

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(₹ in Lacs)
Sale of scrap 78.66 100.34
Less: Excise duty (567.60) (478.99)

Total 39,447.84 37,368.83

Additional disclosures in respect of sale of products

Finished goods sold

I V Cannula 14,603.17 15,377.92
Blood Bag 3,185.22 2,231.29
Others 20,966.21 18,880.03
38,754.60 36,489.24
Traded goods sold
S.V. Set 222.93 136.00
Others 562.15 584.08
785.08 720.08
18 OTHER INCOME Year ended Year ended
31 March 2016 31 March 2015
Interest Income 224.39 227.19
Other non-operating income
Provisions / Liabilities no longer required written back (net) 49.37 0.52
Gain on fixed assets sold/discarded 3.12 213.12
Gain on Foreign Exchange Fluctuation (net) 467.71 308.03
Miscellaneous Income 93.91 73.28

Total 838.50 822.14

19 COST OF RAW MATERIALS INCLUDING PACKING MATERIALS CONSUMED
Year ended Year ended
31 March 2016 31 March 2015
Inventory at the beginning of the year 3,278.25 1,958.56
Add: Purchases during the year 8,860.80 11,240.90
Less: Inventory at the end of the year 2,372.30 3,278.25
Cost of raw material consumed (A) 9,766.75 9,921.21
Packing Material Consumed
Inventory at the beginning of the year 733.84 527.96
Add: Purchases during the year 3,173.81 3,411.80
Less: Inventory at the end of the year 497.11 733.84
Cost of packing material consumed (B) 3,410.54 3,205.92
Total (A+B) 13,177.29 13,127.13

The above consumption figures are disclosed on the basis of derived figures and are after adjusting excesses and
shortages ascertained on physical count, unserviceable items, etc.
Additional disclosures in respect of raw material and packing material consumed
Raw Material Consumed
Plastic granules 4,761.36 4,057.45
PVC Sheet 488.08 440.48
SS Tube 377.61 402.34
Other miscellaneous items 4,139.70 5,020.94
9,766.75 9,921.21

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(₹ in Lacs)
Packing Material Consumed
Boxes 921.99 815.65
Medical paper 853.50 706.23
Others 1,635.05 1,684.04
3,410.54 3,205.92

20 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

Year ended Year ended (Increase) /
31 March 16 31March 2015 Decrease
Inventories at the end of year
Finished Goods and Stock in Trade 525.70 499.33 (26.37)
Work in progress 507.62 734.24 226.62
1,033.32 1,233.57 200.25
Inventories at the beginning of year
Finished Goods and Stock in Trade 499.33 605.87 106.54
Work in progress 734.24 320.87 (413.37)
1,233.57 926.74 (306.83)

21 EMPLOYEE BENEFITS EXPENSES Year ended Year ended

31 March 2016 31 March 2015
Salaries, wages and bonus 6,313.68 5,502.14
Gratuity Expenses 49.25 36.62
Contributions to Provident Fund and others 472.72 424.33
Staff Welfare Expenses 63.58 66.91

Total 6,899.23 6,030.00

22 RESEARCH AND DEVELOPMENT EXPENSES Year ended Year ended
31 March 2016 31 March 2015
Revenue Expenditure charged to statement of profit and loss
Cost of components and Material Consumed (Net) 561.58 586.45
Employee benefits expenses including gratuity of ₹ 2.90 lacs (previous year ₹
2.15 lacs) 244.62 185.10
Power and Fuel 33.20 44.88
Travelling & Conveyance 15.51 17.92
Other Misc Expenses including payment to auditors ₹ 0.15 lacs (previous year ₹
0.13 lacs) 16.22 12.31
Total Revenue Expenses 871.13 846.66
Capital Expenditure 48.01 58.18
Total amount spent on Research and Development 919.14 904.84

23 OTHER EXPENSES Year ended Year ended

31 March 2016 31 March 2015
Consumption of stores and spare parts 530.16 608.46
Power and Fuel 1,452.58 1,251.06
Job Work Charges 3,198.34 3,161.38
Other Manufacturing Expenses 61.50 66.30
Repairs to Building 28.31 36.49

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(₹ in Lacs)
Repairs to Machinery 377.01 372.71
Repairs to Others 30.76 35.31
Excise Duty on closing stock 33.84 12.85
Insurance (Net) 75.55 70.85
Rent 117.35 98.32
Rates, Taxes & Fee 38.54 55.96
Wealth tax - 2.86
Travelling & Conveyance 517.25 445.76
Legal & Professional Fees 679.47 524.14
Auditors' Remuneration 14.94 19.26
Directors' Sitting Fees 65.65 65.30
Donations 83.00 67.74
Bank Charges 197.79 195.48
Advertisement 4.07 6.20
Commission on sales 235.24 390.79
Freight & Forwarding (Net) 450.62 551.96
Business Promotion 276.28 225.51
Exhibition Expenses 166.21 158.01
Rebate, Discounts & Claims 109.22 62.80
Provision for Doubtful debts / Advances 5.92 0.61
Bad debts written off 33.46 -
CSR Expenditure 93.45 -
Other Miscellaneous Expenses 301.25 269.91

Total 9,177.66 8,756.02

24 FINANCE COST Year ended Year ended

31 March 2016 31 March 2015
Interest expense 536.26 636.19
Other borrowing costs 4.46 6.41
Exchange difference to the extent considered as an adjustment to borrowing 237.52 180.05
costs
Total 778.24 822.65

25 DEPRECIATION AND AMORTISATION EXPENSES Year ended Year ended

31 March 2016 31 March 2015
Depreciation of tangible assets 1,932.65 1,744.29
Less: Transfer to Pre-operative expenses - (1.28)
Amortisation of intangible assets 89.72 69.56
Gross Total 2,022.37 1,812.57
Less: Amortisation of Government Grants (refer note no. 2) (3.58) (3.58)
Net Total 2,018.79 1,808.99

26 CONTINGENT LIABILITIES AND COMMITMENTS

Particulars Year ended Year ended

31 March 2016 31March 2015
a Contingent liabilities not provided for:
Show Cause notices from excise department (Amount paid ₹ 2.94 lacs, Previous 58.78 58.78

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Year ₹ Nil) (₹ in Lacs)

Compensation for enhanced cost of Land contested in Punjab & Haryana High 9.34 9.34
Court (Amount paid ₹ 2.33 lacs, Previous year ₹ 2.33 lacs)
Bonus for the year 2014-15 payable under payment of Bonus (Amendment) Act 119.55 -
2015, stayed by Punjab and Haryana High Court vide order dated 08.04.2016.

b Obligations and commitments outstanding:

Unexpired letters of credit ₹ 424.46 lacs (Previous year ₹ 808.41 lacs) and 1,542.22 1,859.67
Guarantees including for issuing stand by letter of credit issued by bankers ₹
1,114.76 lacs (Previous year ₹ 1,051.26 lacs), (Net of margins)
Bills discounted but not matured 1,356.12 1,196.13
Custom duty against import under Advance Licence Scheme 98.09 330.18
Custom duty against import under EPCG Scheme 88.39 275.91
Estimated amount of contracts remaining to be executed on capital account and 949.29 2,313.77
not provided for (net of advances given)
27 FOREIGN CURRENCY FORWARD CONTRACTS REMAINING UNADJUSTED & OUTSTANDING :
31March 2016 31March 2015
Currency / Pair of
Category Purpose Amount in Amount in Amount in Amount in
currency
foreign currency INR foreign currency INR
Sell Hedging USD INR 39.33 2,605.61 40.50 2,530.85
EURO INR 3.85 290.23 5.00 336.00
Buy Hedging JPY INR - - 94.00 53.23
28 PARTICULARS OF UNHEDGED FOREIGN CURRENCY EXPOSURE:
Particulars Currency 31March 2016 31March 2015
Amount in Amount in Amount in Amount in
foreign currency INR foreign currency INR
GBP 0.46 43.63 0.54 50.08
Trade Receivable EURO 10.06 758.01 5.21 350.11
USD 18.77 1,243.38 11.28 704.93

USD 7.90 523.33 20.94 1308.59

EURO 2.31 174.12 3.65 245.38
Other Receivable
EGP 5.37 47.72 5.68 46.35
JPY - - 15.47 8.06
USD 4.12 272.95 7.63 477.04
Other Payable EURO 1.80 135.69 5.32 357.42
GBP 0.01 0.52 0.26 24.10
USD 25.09 1,662.00 35.11 2,194.03
Import Payables EURO 0.76 57.37 1.12 74.98
JPY 188.44 111.16 274.68 138.92
USD 0.92 60.66 0.34 21.00
EURO 0.51 38.31 0.33 22.47
SGD 0.09 4.66 0.03 1.32
Patents JPY 9.76 5.76 9.03 4.71
GBP 0.07 6.55 0.01 0.24
AUD 0.05 2.51 0.03 1.46
Legal and Professional USD 0.27 17.61 - -
Charges AUD 0.02 1.02 2.01 95.49
SGD 0.01 0.26 - -
GBP 0.00 0.14 - -

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EURO 0.07 5.61 0.57 38.20

Commission Payable USD 2.14 141.81 2.28 142.53
EURO 0.06 4.50 0.03 1.72
Borrowings USD 68.18 4,517.07 63.89 3,993.04
Lendings including USD 3.06 202.72 2.87 179.42
interest

29 Inventories, loans & advances, trade receivables / payables and other current / non-current assets are reviewed
annually and in the opinion of the Management do not have a value on realization in the ordinary course of business,
less than the amount at which they are stated in the Balance Sheet.
The response to letters sent by the Company requesting confirmation of balances has been insignificant. In the
management’s opinion, in the event of any disparity in the balances, any consequential adjustments required on
reconciliation of the balances will not be material in relation to the financial statements of the Company and the same
will be adjusted in the financial statements as and when the reconciliation is completed.
30 RELATED PARTY DISCLOSURES
Related party disclosures as required by Accounting Standard (AS)-18 of The Institute of Chartered Accountants of
India.
A List of related parties and relationships
a Subsidiaries and Associate
Subsidiaries
1 US Safety Syringes Co. LLC, USA
2 Poly Medicure (Laiyang) Co. Ltd., China
Associate
Ultra For Medical Products (U.M.I.C) S.A.E., Egypt
b Key Management Personnel
1 Mr. Himanshu Baid, Managing Director
2 Mr. Rishi Baid, Executive Director
3 Mr. J. K. Oswal, VP (Finance) and CFO
4 Mr. Vinay Gujral, Company Secretary, upto 30th April 2015
5 Mr. Avinash Chandra Company Secretary, w.e.f. 01st May 2015
c Relatives of Key Management Personnel
1 Mr. J. K. Baid. (Director - relative of Managing Director & Executive Director)
2 Mr. Vishal Baid (President - relative of Managing Director & Executive Director)
3 Mrs. Mukulika Baid (Director - relative of Director)
d Enterprises over which key management personnel and their relatives exercise significant influence
1 Vitromed Healthcare
2 Jai Polypan Pvt. Ltd.
3 Stilocraft
4 PolycureMartech Ltd.
5 Jaichand Lal Hulasi Devi Baid Charitable Trust

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B Transactions with related parties (₹ in Lacs)

Description Subsidiaries and Key Management Enterprises controlled by
Associate personnel key management
personnel and their
relatives
Current Previous Current Previous Current Previous
Year year Year Year Year Year
Sales of Goods 904.14 742.59 1,418.64 1,206.46
Ultra for Medical Products Egypt 904.14 742.59
Vitromed Healthcare 1,418.64 1,206.46
Purchases of Goods 82.45 141.01
Vitromed Healthcare 82.45 141.01
Job work 3,003.55 2,976.15
Vitromed Health Care 3,003.55 2,976.15
Rent received 0.24 0.24
Virtomed Healthcare 0.24 0.24
Rent paid 1.51 1.41
Jai Polypan Pvt. Ltd. 1.51 1.41
Interest received on Loan 12.52 10.68
Poly Medicure (Laiyang) Co. Ltd., China 12.52 10.68
Directors / Key Managerial Personnels' 713.43 685.10
Remuneration
Mr. Himanshu Baid 341.13 327.01
Mr. Rishi Baid 334.00 321.44
Mr. J. K. Oswal 32.64 33.48
Mr. Avinash Chandra 5.17 -
Mr. Vinay Gujral 0.49 3.17
Salary and perquisites 36.28 32.57
Mr. Vishal Baid 36.28 32.57
Commission and Sitting fees 20.65 16.80
Mr. J. K. Baid 10.45 8.70
Mrs. Mukulika Baid 10.20 8.10
Dividend / Share Governing Council due 40.90 6.27
Ultra For Medical Products (U.M.I.C) S.A.E., Egypt 40.90 6.27
Donation Paid 3.00 1.50
Jaichand Lal Hulasi Devi Baid Charitable Trust 3.00 1.50
Loan outstanding 178.88 168.74
Poly Medicure (Laiyang) Co. Ltd., China 178.88 168.74
Dividend / Share Governing Council outstanding 47.72 46.35
Ultra for Medical Products 47.72 46.35
Interest outstanding 23.84 10.68
Poly Medicure (Laiyang) Co. Ltd., China 23.84 10.68
Remuneration / Salary payable 262.65 280.96
Mr. Himanshu Baid 129.10 138.70
Mr. Rishi Baid 129.86 139.27
Mr. Vishal Baid 1.73 1.69
Mr. J. K. Oswal 1.58 0.86
Mr. Avinash Chandra 0.38 -
Mr. Vinay Gujral - 0.44
Commission Payable 13.50 13.50
Mr. J. K. Baid 6.75 6.75

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(₹ in Lacs)
Mrs. Mukulika Baid 6.75 6.75
Debtors 477.74 226.03 199.97
Vitromed Healthcare - - 199.97
Ultra for Medical Products 477.74 226.03 -

31 EARNINGS PER SHARE (EPS) OF ₹ 5/- EACH

Particulars Year ended Year ended
31 March 2016 31 March 2015
Net profit after tax available for equity share holders (₹ In lacs) 4,730.75 6,101.72
Basic / Diluted Earnings per Share
Number of shares considered as Basic weighted average shares outstanding 44,113,440 44,092,927
during the year
Basic / Diluted Earnings per Share (in ₹ ) 10.72 13.83

32 PAYMENT TO AUDITORS:
Particulars Year ended Year ended
31March 2016 31March 2015
Audit Fee 10.25 9.50
Tax audit Fee 1.25 1.00
Limited Review of Results 1.50 1.50
In other capacity
(a) For Taxation matters - 3.50
(b) For Certification work 0.91 2.77
Reimbursement of expenses 1.18 1.12
Total 15.09 19.39

33 EMPLOYEE BENEFIT:
The disclosure of employees benefit as defined in the Accounting Standard - 15 (revised) on "Employee Benefits" are
as follows:
I Defined Contribution Plan - Provident Fund
During the period, the company has recognised the following amount in statement of profit and loss
Particulars Year ended Year ended
31 March 2016 31March 2015
Employers' contribution to provident fund * # 334.94 300.41
* included in "contribution to provident fund and others" under employee benefit expenses (refer note no. 21)
# excluding contribution to provident fund transferred to tangible capital work in progress ₹ Nil (₹1.87 lacs) and
intangible capital work in progress ₹ 1.92 lacs (₹ Nil) and to Research and Development Expenses ₹ 7.19 lacs (₹ 5.38
lacs).

(₹ in Lacs)
a) As per Accounting Standard (AS15) “Employee Benefits” , the disclosure of employee benefits is as under:
Particulars For the Year ended 31 March 2016 For the Year ended 31 March 2015
Gratuity Leave encashment Gratuity Leave encashment
(Unfunded) /Compensated (Unfunded) /Compensated
Absences Absences
(Unfunded) (Unfunded)
Obligations at beginning of the year 152.54 73.15 123.14 59.27

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(₹ in Lacs)
Service Cost - Current 34.45 22.12 27.95 18.39
Interest Cost 12.97 6.22 10.47 5.04
Actuarial (gain) loss 4.73 18.95 0.35 17.47
Benefit Paid (10.04) (31.22) (9.37) (27.01)
Obligations at end of the year 194.64 89.22 152.54 73.16
Liability recognised in the Balance Sheet 194.64 89.22 152.54 73.16

Expenses recognised in statement of 52.15 47.29 38.77 40.90

Profit & Loss
Expected amount of contribution for the 67.06 30.85 53.02 25.20
next year

b) Movement in liability recognised in the Balance Sheet

Particulars For the Year ended 31 March 2016 For the Year ended 31 March 2015
Gratuity Leave encashment Gratuity Leave encashment
Obligations at beginning of the year 152.54 73.15 123.14 59.27
Expenses recognised in the statement of 52.15 47.19 38.77 40.90
profit & loss
Benefit Paid (10.04) (31.22) (9.37) (27.01)
Obligations at end of the year 194.65 89.22 152.54 73.16

c) The principal assumptions used in determining post-employment benefit obligations are as below:
Particulars Gratuity Leave Encashment Gratuity Leave Encashment
2016 (in%) 2016 (in%) 2015(in%) 2015 (in%)
Discount Rate 8.5 8.5 8.5 8.5
Future salary increases 6 6 6 6

34 In view of option allowed by the Ministry of Corporate Affairs vide its notification dated 29th December 2011 on AS
11, the exchange differences arising on reporting of long term foreign currency monetary items at rates different from
those at which they were initially recorded have been accumulated in a "Foreign Currency Monetary Items Translation
Difference Account" to be amortised over the balance period of such long term assets or liabilities. Pursuant to such
adoption, a sum of ₹ 3.69 lacs is remained to be amortised over the balance period of such assets or liabilities
(including current year impact of gain amounting to ₹ 46.00 lacs). Had the option not being exercised, the profits of
the company would have been higher by ₹ 46.00 lacs.

35 Borrowing cost of ₹ 7.46 Lacs (previous year ₹ 56.19 Lacs ) have been included in capital work in progress.

36 The company is primarily engaged in a business of manufacturing and sale of “Medical Devices” and, hence, there is no
reportable segments as per Accounting Standard-17.

37 LEASES : OPERATING LEASES

i) The Company has taken five premises under cancellable operating lease.These lease agreements are normally renewed
on expiry.
ii) Lease rental expenses in respect of operating leases: ₹ 117.35 lacs (previous year ₹ 98.32 lacs)
iii) The Company has taken certain premises on non-cancellation operating lease. The future minimum lease payments in
respect of which as at 31st March 2016 are as follows:

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(₹ in Lacs)
Particulars Year ended Year ended
31-March-16 31-Mar-15
Payable not later than one year 95.91 106.35
Payable later than one year and not 31.80 35.73
Later than five year
Total 127.71 142.08

38 DETAILS OF EXPENDITURE INCURRED ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES AND SHORT FALL IN
SPENDING CSR:

Sr. No. Particulars Year ended Year ended

31-Mar-16 31-Mar-15
1 On Providing Food / vehicle for food distribution 30.98 18.48
2 On promotion of education including provision for scholarship 46.81 15.22
3 On welfare for disabled persons 12.21 10.00
4 On provision for sanitation - 5.94
5 On food relief activity - 5.29
6 On making available safe drinking water - 1.00
7 On promotion of health care 3.45 0.31
Total 93.45 56.24
Total amount to be spent on CSR activities in accordance with the provision
of section 135 of the Companies Act, 2013 119.54 84.19

Total Amount spent 93.45 56.24

Unspent amount on CSR activities 26.09 27.95

39 (a) Disclosure as required under section 186 (4) of Companies Act, 2013

Sr. No. Name of the Company Relationship Amount Amount Purpose for which loan is Terms and
to whom Loan granted Outstanding proposed to be utilized conditions
Granted
1 Poly 100% 163.56 178.88 The Company has The loan has been
Medicure(Laiyang) Co. Subsidiary granted unsecured loan granted for initial
Ltd to wholly owned period of two years
subsidiary company for which can be
working capital and extended with
acquiring capital assets mutual consent but
not exceeding three
years. The loan
carries interest rate
of 7% payable along
with repayment of
installments.
(₹ in Lacs)
(b) Particulars in respect of Loans and Advances in the nature of loans as required by the Listing Agreements:
Loans and advance to subsidiary companies:
Particulars Balance as at Max. balance O.S. during the year
31 March 2016 31 March 2015 2015-16 2014-15
Poly Medicure (Laiyang) Co. Ltd., China 178.88 168.74 178.88 170.53

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40 EMPLOYEE STOCK OPTION SCHEME:

The compensation committee formed by the company in terms of resolution of the Board of Directors, created in
accordance with SEBI (Guidelines and any other applicable Rules,) Regulations, a ESOS Scheme called the "Poly
Medicure Employee Stock Option Scheme, 2011 (ESOS 2011)" which was further amended in the shareholding
meeting held on 27th September 2013. Whereby employees who were granted ESOP under original scheme of 2011
were granted options in addition to the options already granted by reducing exercise price from ₹ 50 to ₹ 25. No
option is pending to be granted / exercised / allotted as at 31st March, 2016 under the said scheme.

41 VALUE OF IMPORTS CALCULATED ON CIF BASIS IN RESPECT OF : (₹ in Lacs)

Particulars Year ended Year ended
31 March 2016 31 March 2015
I Raw Materials 7,512.28 8,325.85
II Traded Goods 647.84 710.88
III Stores, Spares & Packing Materials 1,352.18 1,358.06
IV Capital Items 3,003.15 2,827.64

Total 12,515.45 13,222.43

42 EXPENDITURE IN FOREIGN CURRENCY (ON ACCRUAL BASIS) :

Particulars Year ended Year ended
31March 2016 31March 2015
I Interest 153.36 93.34
II Traveling Expenses 34.61 29.95
III Legal & Professional Charges 418.69 363.28
IV Commission 91.07 217.65
V Bank Charges 32.10 31.68
VI Exhibition Expenses 92.11 87.30
VII Rates Taxes & Fees 0.11 3.01
VIII Freight and Forwarding 1.09 21.16
IX Rebate and Discounts 6.99 -
Total 830.13 847.37

43 VALUE OF IMPORTED & INDIGENOUS RAW MATERIALS AND STORES & SPARES AND PACKING MATERIALS
CONSUMED AND PERCENTAGE OF EACH OF THE TOTAL CONSUMPTION:
Particulars Year ended Year ended
31 March 2016 31March 2015
Value % Value %
1 Raw materials
Imported 7,772.46 79.58 8,094.40 81.59
Indigenous 1,994.30 20.42 1,826.81 18.41
Total 9,766.76 100.00 9,921.21 100.00
2 Stores, Spares & Packing Material
Imported 1,482.74 37.63 1,305.36 34.22
Indigenous 2,457.95 62.37 2,509.02 65.78
Total 3,940.69 100.00 3,814.38 100.00

The above does not include material consumed for research and development activities.

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44 EARNING IN FOREIGN EXCHANGE (ON ACCRUAL BASIS): (₹ in Lacs)

Particulars Year ended Year ended

31 March 2016 31March 2015
I FOB Value of Exports During the Year 26,164.08 25,138.52
II Others (Freight, settlement amount, Insurance, Commission, Interest, fees etc. 210.88 2,988.79
recovered)
III Dividend / Governing Council share from Associates 40.90 6.27
Total 26,415.86 28,133.58

45 THE TOTAL AMOUNT REMITTED IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND IN RESPECT OF SHARES HELD BY
NON-RESIDENTS ARE GIVEN HERE UNDER:
Particulars Year ended Year ended
31March 2016 31March 2015
I Number of Non Resident Shareholders 3 3
II Number of Equity Shares held by them 168,000 1,68,000
III Amount of Dividend paid (Gross) (₹ In lacs) - 3.36
IV Amount of Dividend paid (Gross) (In USD) 12,546.50 -
V Year to which dividend relates 2014-15 & 2013-14
2015-16

46 Exceptional items in statement of profit and loss represents one time income of ₹ Nil (previous year ₹ 1957.80 lacs)
from one of its customer towards settlement of a contract.
47 Previous year figures have been regrouped / rearranged, wherever necessary to confirm current year classifications.

As per our report of even date annexed

For DOOGAR &ASSOCIATES ( Reg no.000561N) For and on behalf of the Board
Chartered Accountants
M.S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No.86580 DIN:00014008 DIN:00048585

Place: New Delhi J. K. Oswal Avinash Chandra

Date: 13.05.2016 VP (F) and CFO Company Secretary

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Independent Auditor’s Report on Consolidated financial statements that give a true and fair view
Financial Statements and are free from material misstatement, whether
due to fraud or error, which have been used for
To the Members of Poly Medicure Limited
the purpose of preparation of the consolidated
Report on the Consolidated Financial Statements financial statements by the Directors of the
Holding Company, as aforesaid.
We have audited the accompanying consolidated
financial statements of Poly Medicure Limited Auditor’s Responsibility
(“the Holding Company”), and its subsidiaries and
Our responsibility is to express an opinion on these
associates (collectively referred to as "the
consolidated financial statements based on our
Company" or “the Group”), comprising of the
audit. While conducting the audit, we have taken
consolidated Balance Sheet as at 31 March 2016,
into account the provisions of the Act, the
the consolidated Statement of Profit and Loss, the
accounting and auditing standards and matters
consolidated Cash Flow Statement for the year
which are required to be included in the audit
then ended, and a summary of the significant
report under the provisions of the Act and the
accounting policies and other explanatory
Rules made thereunder.
information (hereinafter referred to as “the
consolidated financial statements”). We conducted our audit in accordance with the
Standards on Auditing specified under Section
Management’s Responsibility for the
143(10) of the Act. Those Standards require that
Consolidated Financial Statements
we comply with ethical requirements and plan and
The Holding Company’s Board of Directors is perform the audit to obtain reasonable assurance
responsible for the preparation of consolidated about whether the consolidated financial
financial statements in terms of the requirements statements are free from material misstatement.
of the Companies Act,2013 (“the Act”) that give a
An audit involves performing procedures to obtain
true and fair view of the consolidated financial
audit evidence about the amounts and the
position, consolidated financial performance and
disclosures in the consolidated financial
consolidated cash flows of the Company in
statements. The procedures selected depend on
accordance with the accounting principles
the auditor’s judgment, including the assessment
generally accepted in India, including the
of the risks of material misstatement of the
Accounting Standards specified under Section 133
consolidated financial statements, whether due to
of the Companies Act, 2013 (hereinafter referred
fraud or error. In making those risk assessments,
to as "the Act") read with Rule 7 of the Companies
the auditor considers internal financial control
(Accounts) Rules, 2014. The Board of Directors of
relevant to the Holding Company’s preparation of
the Companies are responsible for maintenance of
the consolidated financial statements that give a
adequate accounting records in accordance with
true and fair view in order to design audit
the provisions of the Act for safeguarding the
procedures that are appropriate in the
assets of the Company and for preventing and
circumstances. An audit also includes evaluating
detecting frauds and other irregularities; the
the appropriateness of the accounting policies
selection and application of appropriate
used and the reasonableness of the accounting
accounting policies; making judgments and
estimates made by the Holding Company’s Board
estimates that are reasonable and prudent; and
of Directors, as well as evaluating the overall
the design, implementation and maintenance of
presentation of the consolidated financial
adequate internal financial controls, that were
statements.
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant We believe that the audit evidence obtained by us
to the preparation and presentation of the is sufficient and appropriate to provide a basis for

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our audit opinion on the consolidated financial b) We did not audit the financial statement /
statements. financial information of one foreign subsidiary
namely U.S. Safety Syringes Co., LLC, whose
Opinion
financial statement / financial information
In our opinion and to the best of our information reflect total assets of ₹ Nil as at 31st March
and according to the explanations given to us, the 2016, total revenues of ₹ Nil and net cash flows
aforesaid consolidated financial statements give amounting to ₹ Nil for the year ended on that
the information required by the Act in the manner date, as considered in the consolidated
so required and give a true and fair view in financial statements. These financial
conformity with the accounting principles statement/ Financial information are unaudited
generally accepted in India, of the consolidated and have been furnished to us by the
state of affairs of the Company, as at 31 March management and our opinion on the
2016, and their consolidated profit and their consolidated financial statements, in so far as it
consolidated cash flows for the year ended on that relates to the amounts and disclosures included
date. in respect of this subsidiary, and our report in
terms of sub-sections (3) and (11) of Section
Other Matters
143 of the Act in so far as it relates to the
a) We did not audit the financial statement / aforesaid subsidiary, is based solely on such
financial information of one foreign unaudited financial statements/ financial
subsidiary, whose financial statement / information. In our opinion and according to
financial information reflect total assets of ₹ the information and explanations given to us by
1428.40 lacs as at 31st March, 2016, total the Management, these financial statements
revenues of ₹ 1778.48 lacs and net cash flows /financial information are not material to the
amounting to ₹ 9.51 lacs for the year ended Group.
on that date, as considered in the Our opinion on the consolidated financial
consolidated financial statements. The statements, and our report on Other Legal and
consolidated financial statements also include Regulatory Requirements below, is not
the Group’s share of net profit of ₹79.50 lacs modified in respect of the above matters with
for the year ended 31st December, 2015 as respect to our reliance on the work done and
considered in the consolidated financial the reports of the other auditors and the
statements, in respect of one associate, financial statements / financial information
whose financial statement / financial certified by the Management.
information have not been audited by us.
These financial statements / financial Report on Other Legal and Regulatory
information have been audited by other Requirements
auditors whose reports have been furnished 1. As required by the sub- section (3) of Section
to us by the Management and our opinion on 143 of the Act, we report, to the extent applicable,
the consolidated financial statements, in so that:
far as it relates to the amounts and
disclosures included in respect of these (a) We have sought and obtained all the
subsidiaries and associates, and our reports in information and explanations which to the best of
terms of sub-sections (3) and (11) of Section our knowledge and belief were necessary for the
143 of the Act, insofar as it relates to the purpose of our audit of the aforesaid consolidated
aforesaid subsidiaries, and associates, is financial statements.
based solely on the reports of the other
auditors. (b) In our opinion, proper books of account as
required by law relating to preparation of the

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aforesaid consolidated financial statements have applicable law or accounting standards, for
been kept so far as it appears from our material foreseeable losses, if any, on long-term
examination of those books. contracts including derivative contracts.
(c) The consolidated Balance Sheet, the
iii) There has been no delay in transferring
Consolidated Statement of Profit and Loss, and the
amounts, required to be transferred, to the
consolidated Cash Flow Statement dealt with by
Investor Education and Protection Fund by the
this Report are in agreement with the relevant
Holding Company incorporated in India.
books of account maintained for the purpose of
preparation of the consolidated financial For Doogar & Associates
statements. Chartered Accountants
(d) In our opinion, the aforesaid consolidated Firm's Registration Number: 000561N
financial statements comply with the Accounting
Standards specified under Section 133 of the Act, M.S. Agarwal
read with Rule 7 of the Companies (Accounts) Partner
Rules, 2014. Membership Number: 086580
(e) On the basis of the written representations Place: New Delhi
received from the directors of the Holding Date: 13th May 2016
Company as on 31st March, 2016 taken on record
by the Board of Directors of the Holding Company, Annexure - A of the Auditor's Report
none of the directors of the Holding Company
incorporated in India is disqualified as on 31st Report on the Internal Financial Controls under
March, 2016 from being appointed as a director in Clause (i) of sub-section 3 of Section 143 of the
terms of sub-section 2 of Section 164 of the Act. Companies Act, 2013 ("the Act")
(f) With respect to the adequacy of the internal In conjunction with our audit of the consolidated
financial controls over financial reporting of the financial statements of the company for the year
group and the operating effectiveness of such ended 31st March, 2016, we have audited the
controls refer to our separate report in "Annexure internal financial controls over financial reporting
'A' and of Poly Medicure Limited ("the Holding Company")
(g) With respect to the other matters to be as of that date.
included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Management's Responsibility for Internal
Auditor’s) Rules,2014, in our opinion and to the Financial Controls
best of our information and according to the The Board of Directors of the hoding Company
explanations given to us: incorporated in India, are responsible for
establishing and maintaining internal financial
i) The consolidated financial statements disclose controls based on the internal control over
the impact of pending litigations on the financial reporting criteria established by the
consolidated financial position of the Group. Refer Company considering the essential components of
note no. 26 to the consolidated financial internal control stated in the guidance not on audit
statements; of internal financial controls over financial
reporting issued by the Institute of Chartered
ii) Provision has been made in the consolidated Accountants of India ('ICAI'). These responsibilities
financial statements, as required under the include the design, implementation and

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maintenance of adequate internal financial We believe that the audit evidence we have
controls that were operating effectively for obtained is sufficient and appropriate to provide a
ensuring the orderly and efficient conduct of its basis for our audit opinion on the Company's
business, including adherence to Company's internal financial controls system over financial
policies, the safeguarding of its assets, the reporting.
prevention and detection of frauds and errors, the Meaning of Internal Financial Controls over
accuracy and completeness of the accounting Financial Reporting
records, and the timely preparation of reliable A Company's internal financial control over
financial information, as required under the financial reporting is a process designed to provide
Companies Act, 2013. reasonable assurance regarding the reliability of
Auditors' Responsibility financial reporting and the preparation of the
Our responsibility is to express an opinion on the financial statements for external purposes in
Company's internal financial controls over financial accordance with generally accepted accounting
reporting based on our audit. We conducted our principles. A company' s internal financial control
audit in accordance with the guidance note on over financial reporting includes those policies and
audit of internal financial controls over financial procedures that (1) pertain to the maintenance of
reporting ( "the guidance note") issued by ICAI and records that, in reasonable detail, accurately and
the standards on auditing, issued by ICAI and fairly reflect the transactions and dispositions of
deemed to be prescribed under section 143(10) of the assets of the company; (2) Provide reasonable
the Companies Act, 2013, to the extent applicable assurance that transactions are recorded as
to an audit of internal financial controls, both necessary to permit preparation to financial
issued by the Institute of Chartered Accountants of statements in accordance with generally accepted
India. Those standards and the guidance note accounting principles, and that receipts and
require that we comply with ethical requirements expenditures of the company are being made only
and plan and perform the audit to obtained in accordance with authorizations of management
reasonable assurance about whether adequate and directors of the company; and (3) Provide
internal financial controls over financial reporting reasonable assurance regarding prevention or
was established and maintained and if such timely detection of unauthorized acquisition, use,
controls operated effectively in all material disposition of the company's assets that could
respects. have a material effect on the financial statements.
Our Audit involves performing procedures to Inherent Limitations of Internal Financial Controls
obtained audit evidence about the adequacy of over Financial Reporting
the internal financial control systems over financial Because of the inherent limitations of internal
reporting and their operating effectiveness. Our financial controls over financial reporting,
audit of internal financial controls over financial including the possibility of collusion or improper
reporting included obtaining and understanding of management override of controls, material
internal financial controls over financial reporting, misstatements due to error or fraud may occur
assessing the risk that a material weakness exist, and not be detected, also, projections of any
and testing and evaluating the design and evaluation of the internal financial controls over
operating effectiveness of internal control based financial reporting to future periods are subject to
on the assessed risk. The procedures selected the risk that the internal financial control over
depend on the auditor's judgment, including the financial reporting may become inadequate
assessment of the risks of material misstatement because of changes in conditions, or that the
of the financial statements, whether due to fraud degree of compliance with the policies or
or error. procedures may deteriorate.

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Opinion
In our opinion the holding company incorporated For Doogar & Associates
in India, have, in all material respects, an adequate Chartered Accountants
internal financial control system over financial Firm's Registration Number: 000561N
reporting and such internal financial controls over
financial reporting were operating effectively as at
31st March 2016, based on the internal control M.S. Agarwal
over financial reporting criteria established by the Partner
company considering the essential components of Membership Number: 086580
internal control stated in the guidance note on Place: New Delhi
audit of internal financial controls over financial Date: 13th May 2016
reporting issued by the Institute of Chartered
Accountants of India.

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Poly Medicure Limited

Consolidated Balance Sheet as at 31 March, 2016
(₹ in Lacs)
Particulars Note No. As at 31 March 2016 As at 31 March 2015
I EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 1 2,205.67 2,205.67
(b) Reserves and surplus 2 20,657.47 22,863.14 17,412.03 19,617.70
2 Minority Interest (0.26) (0.25)
3 Non-current liabilities
(a) Long-term borrowings 3 3,106.28 4,024.56
(b) Deferred tax liabilities (Net) 4 1,183.37 1,028.48
(c) Other Long term liabilities 5 357.99 265.56
(d) Long-term provisions 6 256.51 4,904.15 203.83 5,522.43
4 Current liabilities
(a) Short-term borrowings 7 3,345.59 2,105.02
(b) Trade payables 8
Amount outstanding to Micro and Small Enterprises 35.01 43.94
Amount outstanding other than to Micro and Small 3,052.14 3,888.94
Enterprises
(c) Other current liabilities 9 3,988.98 3,865.63
(d) Short-term provisions 6 503.08 10,924.80 1,358.33 11,261.86
TOTAL 38,691.83 36,401.74
II ASSETS
1 Non-current assets
(a) Fixed assets 10
(i) Tangible assets 17,562.87 16,066.46
(ii) Intangible assets 671.88 480.37
(iii) Capital work-in-progress 287.27 415.14
(iv) Intangible assets under development 1,084.50 565.29
(b) Non-current investments 11 442.21 395.48
(c) Long-term loans and advances 12 1,290.91 2,204.64
(d) Other non-current assets 13 336.47 21,676.11 324.04 20,451.42
2 Current assets
(a) Inventories 14 4,600.04 5,762.24
(b) Trade receivables 15 8,253.76 6,280.73
(c) Cash and bank balances 16 2,172.55 1,998.30
(d) Short-term loans and advances 12 1,226.84 1150.83
(e) Other current assets 13 762.53 17,015.72 758.22 15,950.32
TOTAL 38,691.83 36,401.74
Significant accounting policies
Notes on consolidated financial statements 1 - 47
The Notes referred to above forms an integral part of the Consolidated Balance Sheet
As per our report of even date annexed
For DOOGAR & ASSOCIATES ( Reg No.000561N )
Chartered Accountants For and on behalf of the Board of Directors
M. S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No. 86580 DIN: 00014008 DIN: 00048585
Place : New Delhi J.K.Oswal Avinash Chandra
Date : 13.05.2016 VP (F) and CFO Company Secretary

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Poly Medicure Limited

Consolidated Statement of Profit and Loss for the Year ended 31 March, 2016
(₹ in Lacs)
Year ended Year ended
Particulars Note No.
31 March 2016 31 March 2015
INCOME
Revenue from operations (Gross) 17 41,793.32 39,513.69
Less: Excise Duty (567.60) (478.99)
Revenue from operations (Net) 41,225.72 39,034.70
Other income 18 826.59 812.05
Total Revenue (I) 42,052.31 39,846.75
EXPENDITURE
Cost of raw materials including packing materials consumed 19 14,091.66 14,002.88
Purchases of Stock-in-Trade 676.13 652.53
Changes in inventories of finished goods, work-in-progress and Stock-in- 20 21.03 (397.94)
Trade
Employee benefits expense 21 7,477.49 6,499.18
Research and development expenses 22 871.13 846.66
Other expenses 23 9,510.68 9,019.11
Total (II) 32,648.12 30,622.42
Earnings before Interest, tax, depreciation and amortisation (EBITDA) (I) - (II) 9,404.19 9,224.33
Depreciation and amortization expense 24 797.14 829.85
Finance cost 25 2,102.89 1,877.09
Profit before exceptional items and tax (III) 6,504.16 6,517.39

Exceptional Items (IV) - 1,957.80

Profit before tax (V) (III + IV) 6,504.16 8,475.19
Tax expense:
(1) Current tax 1,604.33 2,055.34
(2) Tax adjustment for earlier years (net) (2.35) 2.35
(3) Deferred tax 154.89 252.21
Total tax expenses (VI) 1,756.87 2,309.90
Profit for the year (V - VI) 4747.29 6,165.29
Add: Share of profit from associates 79.50 66.99
Net Profit for the year 4,826.79 6,232.28
Earnings per equity share: (Face value ₹ 5 each) in rupees 31
Basic 10.94 14.12
Diluted 10.94 14.12
Significant accounting policies
Notes on consolidated financial statements 1 – 47
The Notes referred to above form an integral part of the Consolidated Statement of Profit and Loss
As per our report of even date annexed
For DOOGAR & ASSOCIATES ( Reg No.000561N )
Chartered Accountants For and on behalf of the Board of Directors
M. S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No. 86580 DIN: 00014008 DIN: 00048585
Place : New Delhi J.K.Oswal Avinash Chandra
Date : 13.05.2016 VP (F) and CFO Company Secretary

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Poly Medicure Limited

Consolidated Cash Flow Statement for the year ended 31 March 2016
(₹ in Lacs)
Particulars Year ended
31 March 2016 31 March 2015
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax and exceptional items 6,504.16 6,517.39
Adjusted for:
Exceptional Items - 1,957.80
Depreciation and amortization 2,102.89 1,877.09
Interest expense 797.14 829.85
Interest income (211.87) (216.51)
Loss/(profit) on sale of fixed assets, net (3.12) (213.12)
Debts/advances written off 33.46 -
Provision for doubtful debts and advances 5.92 0.61
Credit balances no longer required, written back (49.37) (1.02)
Provision for Wealth tax - 2.86
Deferred employee compensation expenses - 14.93
Unrealised foreign exchange (gain) /loss (70.07) (44.34)
Other adjustments including minority 4.53 87.08
Operating profit before working capital changes 9,104.61 10,812.62
Movement in working capital
Decrease/ (increase) in sundry debtors (2,013.89) (1,701.72)
Decrease/(Increase) in loans and advances (70.48) (26.10)
Decrease/(increase) in inventories 1,162.20 (1,561.20)
Increase/ (decrease) in current liabilities and provisions (453.53) 1,140.78
Cash generated from operations 7,728.91 8,716.58
Direct taxes paid (net of refunds) (1,389.42) (2,329.87)
Appropriation towards CSR expenditure - (56.24)
Net cash from operating activities 6,339.49 6,330.47
B CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (including capital advances) (3,261.98) (5,435.41)
Proceeds from / (Investment in) Fixed Deposits (net) (78.41) (948.27)
Proceeds from sale of fixed assets 8.03 359.41
Dividend and Interest income 194.65 91.34
Net cash used for investing activities (3,137.71) (5,932.93)
C CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from term loans (net of repayment) 392.46 1,262.57
Proceeds from ESOPs - 5.46
Dividend and tax thereon Paid (2,654.69) (1,031.48)
Interest / Finance charges paid (834.03) (825.28)
Net cash from (used for) financing activities 3,096.26 588.73
Net increase in cash and cash equivalents (A+B+C) 105.51 (191.19)
Cash and cash equivalents at the beginning of the year 1,185.55 1,376.74
Cash and cash equivalents at the end of the year 1,291.07 1,185.55
Components of Cash and Cash Equivalent
Balances with Banks 1,269.70 1,165.22
Cheques, drafts on hand - 6.79
Cash on hand (including foreign currency notes) 21.37 13.54
Total 1,291.07 1,185.55
Notes
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard - 3 cash Flow Statement
This is the Cash Flow Statement referred to in our report of even date.
For DOOGAR & ASSOCIATES ( Reg No.000561N ) For and on behalf of the Board of Directors
Chartered Accountants
M. S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No. 86580 DIN: 00014008 DIN: 00048585

Place : New Delhi J.K.Oswal Avinash Chandra

Date : 13.05.2016 VP (F) and CFO Company Secretary

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SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON group balances and intra-group transactions and
CONSOLIDATED FINANCIAL STATEMENTS also unrealized profits or losses in accordance
with Accounting Standard (AS) 21. The items of
a) BASIS OF ACCOUNTING
income and expenses are consolidated only for
i) Financial Statements have been prepared under the period from which the companies became the
the historical cost convention in accordance company’s subsidiary.
with the generally accepted accounting ii) The Consolidated Financial Statements are
principles and to comply with Accounting prepared using uniform accounting policies for
Standards referred to in Section 133 of the like transactions or other events in similar
Companies Act 2013 read with Rule 7 of Company circumstances and are presented, to the extent
(Accounts) Rules 2014, to the extent applicable. possible, in the same manner as the Company’s
ii) The Company follows the mercantile system of separate financial statements. The Financial
accounting & recognizes the income & Statements of the Foreign Subsidiaries are
expenditure on accrual basis. adjusted for the accounting principles and policies
iii) All assets and liabilities have been classified as followed by the Company.
Current or Non-current as per Company's normal
operating cycle. Based on the nature of products iii) The difference between the costs to the Company
and time between acquisition of assets/materials of its investment in Subsidiaries over its
for processing and their realisation in cash and proportionate share in the equity of the investee
cash equivalents, the Company has ascertained its company at the time of acquisition of shares in
operating cycle being a period of one year for the the Subsidiaries is recognized in the financial
purpose of classification of assets and liabilities as statements as Goodwill or Capital Reserve, as the
current and non-current. case may be. Goodwill is tested for impairment by
the management on annual basis.
b) USE OF ESTIMATES
iv) Companies considered in the consolidated financial
The preparation of financial statements requires statements are:
estimates and assumptions to be made that affect
Country
the reported amount of assets and liabilities on Holding as on
Name of the of Financial year
the date of the financial statements and the 31 March
Company incorpor ends on
2015
reported amount of revenues and expenses ation
during the reporting period. Difference between Subsidiary
the actual results and estimates are recognised in U.S.Safety
USA 75% 31-Mar-16
Syringes Co., LLC
the period in which the results are known / Poly Medicure
materialised. (Laiyang) China 100% 31-Mar-16
c) PRINCIPLES OF CONSOLIDATION Company Limited
Associates
The Consolidated Financial Statements represent Ultra For Medical
consolidation of accounts of the Company and its Products
Egypt 23% 31-Dec-15
subsidiaries and Associates. Company (Ultra
Med)
The Consolidated Financial statements relate to
the Poly Medicure Group. In the preparation of The financial results of one of the subsidiary namely
these Consolidated Financial Statements, U.S.Safety Syringes Co., LLC for the year ended
investments in Subsidiary have been accounted 31.03.2016 are unaudited and have been given effect
for in accordance with Accounting Standard (AS) in the consolidated financial statement as certified by
21. The “Consolidated Financial Statements” are the management.
prepared on the following basis: d) FIXED ASSETS
i) The Financial Statements of the Company and its Fixed assets are stated at their cost of acquisition or
Subsidiaries are consolidated on a line–by-line construction less accumulated depreciation. Cost of
basis by adding together the book values of the acquisition or construction is inclusive of direct cost,
like items of assets, liabilities income and incidental expenses and borrowing cost related to
expenses after eliminating all significant intra- such acquisition or construction.

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e) INVESTMENTS company’s right to receive dividend is established.

vi) Other items of Income are accounted as and when
Investments are classified into current and non- right to receive arise.
current investments. Current investments are vii) Non-compete fees received are apportioned
stated at the lower of cost and fair value. Non- proportionately over the period of such
current investments are valued at cost. A agreement.
provision for diminution is made to recognize a
decline, other than temporary, in the value of i) EXTRAORDINARY AND EXCEPTIONAL ITEMS
non-current investments. Income or expenses that arise from events or
f) DEPRECIATION AND AMORTISATION transactions that are clearly distinct from the
ordinary activities of the company are classified as
i) Depreciation is charged on the basis of useful life extraordinary items. Specific disclosure of such
of the fixed assets. The Company has adopted events/transactions is made in the financial
useful lifeof fixed assets as given in Par ‘C’ of statements. Similarly, any external events beyond
Schedule II of the Companies Act, 2013 in respect the control of the company, significantly
of all fixed assets. impacting income or expense, is also treated as
ii) Premium on Leasehold land is amortised over the extraordinary item and disclosed as such.
period of lease. On certain occasions, the size, type or incidence of
iii) Intangible assets are amortised on straight line an item of income or expense, pertaining to the
basis over their estimated useful life. In respect of ordinary activities of the company, is such that its
Patents & Trademarks, useful life has been disclosure improves an understanding of the
estimated by the Management as 10 years unless performance of the company. Such income or
otherwise stated in the relevant documents and in expense is classified as an exceptional items and
case of Specialized Software as 3 years. accordingly disclosed in the notes to accounts.
Depreciation Charge/Amortisation on impaired
assets is provided by adjusting in the j) FOREIGN CURRENCY TRANSACTIONS, FORWARD
future/remaining periods so as to allocate the CONTRACTS AND DERIVATIVES
asset’s revised carrying amount over its remaining i) Transactions denominated in the foreign
useful life. currencies are normally recorded at the exchange
g) INVENTORIES rates prevailing at the time of the transaction.
ii) Monetary items denominated in foreign
Inventories have been valued at lower of cost or currencies other than those covered by forward
net realisable value. In respect of stores and exchange contracts are transferred into rupees
spares, packing material and raw material, cost equivalent at the rate of exchange prevailing on
has been arrived at on FIFO basis. In case of work the Balance Sheet date. Non-monetary items,
in progress and finished goods, cost has been which are carried at historical costs denominated
arrived at on standard cost basis. Scrap has been in a foreign currency are reported using the
valued at estimated realisable value. exchange rate at the date of the transaction
h) REVENUE RECOGNITION Exchange differences that arise on settlement of
monetary items or on reporting date are
i) Revenue from sales is recognised on despatch of
recognized as income or expense in the period in
goods in accordance with the terms of sale.
which they arise.
ii) Sales and purchases are exclusive of inter-unit
iii) Non-monetary items, which are carried at
transfers.
historical costs denominated in a foreign currency
iii) Export Incentives and benefits are accounted for
are reported using the exchange rate at the date
on accrual basis when virtual certainty and their
of the transactions.
probable use within reasonable time in the normal
iv) Exchange difference arising on Forward Contracts
course of business, is established.
are recognized in the period in which they arise
iv) Revenue from Services is recognized when the
and the premium paid/received is accounted as
related services are performed.
expense/income over the period of the contract.
v) Interest is recognized using the time proportion
v) The company intends to adopt Accounting
method. Dividend income is recognized when the
Standard (AS-30), “Financial Instruments,

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Recognition and Measurement” in due course. Till the acquisition or construction of the qualifying
the adoption of AS 30, Mark to Market losses or assets are capitalised as part of the cost of such
gains on un-expired Forward Contracts entered assets, till the assets are ready for use. All other
into to hedge the risk of changes in Foreign borrowing costs are charged to revenue in the
Currency Exchange Rate on future export sales period in which they are incurred.
against the existing long term contracts are o) LEASES
accounted for on maturity of the contracts so as i) Finance leases or similar arrangement, which
to safe guard against considerable volatility in effectively transfer to the company substantially
foreign exchange rates during the intervening all the risks and benefits incidental to ownership
period. of the leased items, are capitalized and disclosed
vi) In accordance with Accounting Standard - 11 as leased assets. Finance charges are charged
"Accounting for the effects of changes in foreign directly against income.
exchange rate", exchange differences arising in ii) Each lease rental paid is allocated between the
respect of long term foreign currency monetary liability and the interest cost, so as to obtain a
items: constant periodic rate of interest on the
- used for acquisition of depreciable capital assets outstanding liability for each period.
are added to or deducted from the cost of assets iii) Assets acquired on leases where a significant
and are depreciated over the balance life of portion of the risks and rewards of the ownership
assets. are retained by the lessor are classified as
- used for purpose other than acquisition of operating leases. Lease rentals are charged to the
depreciable assets are accumulated in "foreign Statement of Profit and Loss on accrual basis.
currency monetary items translation differences
account" and amortised over the balance period p) EARNINGS PER SHARE (EPS)
of such assets or liabilities.
The earnings considered in ascertaining the
k) GOVERNMENT GRANTS company’s EPS comprise the Net Profit or Loss
Capital subsidy under 15% central investment for the period after tax and extra ordinary items.
subsidy scheme of Government of uttarakhand is The basic EPS is computed on the basis of
recognised on a systematic and rational basis by weighted average number of equity shares
adopting deferred income approach in proportion outstanding during the year. The number of
of the applicable depreciation over the remaining shares for computation of diluted EPS comprises
useful life of the respective assets and is adjusted of weighted average number of equity shares
against the depreciation in statement of profit and considered for deriving basic EPS and also the
loss. weighted average number of equity shares which
could be issued on the conversion of all dilutive
l) RETIREMENT BENEFITS potential equity shares.
i) Retirement benefits in the form of Provident fund q) TAXES ON INCOME
is accounted on accrual basis and charged to the
Statement of Profit & Loss. i) Tax expense for the year comprises of Current
ii) Provision for liability towards gratuity and Tax, and Deferred Tax. Current taxes are
unavailed earned leaves benefits to employees is measured at the current rate of tax in accordance
made on the basis of actuarial valuation. with provisions of the Income Tax Act, 1961.
ii) Deferred tax Assets and Liabilities are recognized
m) EMPLOYEE STOCK COMPENSATION COST for future tax consequences attributable to the
timing differences that result between taxable
In respect of employees option granted by the profit and the profit as per the financial
company, the excess of market price of the share statements. Deferred tax assets and liabilities are
over the exercise price of the option at the grant measured using the tax rates and tax laws that
date is treated as employee compensation cost have been enacted or substantively enacted by
and is amortised over the vesting period. the Balance Sheet date,
n) BORROWING COSTS iii) Deferred tax assets are recognized on
Borrowing costs that are directly attributable to unabsorbed depreciation and carry forward of

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losses under tax laws to the extent there is virtual estimation in measurement are recognised when
certainty that sufficient future taxable income there is a present obligation as a result of past
will be available against which such deferred tax events and it is probable that there will be an
assets can be realized. outflow of resources. Contingent Liabilities are
iv) The effect on deferred tax assets and liabilities of not recognised but are disclosed in the notes.
a change in tax rates is recognized in the a. a present obligation arising from past events,
Statement of Profit and Loss in the year of when it is not probable that an outflow of
change. resources will be required to settle the
r) IMPAIRMENT OF ASSETS obligation,
b. a present obligation arising from past events,
The carrying values of fixed assets and other when no reliable estimate is possible,
assets of a cash generating unit are reviewed for c. a possible obligation arising from past events
impairment when events or changes in where the probability of outflow of resources is
circumstances indicate the carrying value may not remote.
not be recoverable, if any such indication exists Contingent Assets are neither recognised nor
and where the carrying value exceeds the disclosed in the financial statements.
estimated recoverable amount, the assets of the
cash generating units are written down to their t) MEASUREMENT OF EBITDA
recoverable amount. The recoverable amount is The company has elected to present earnings
the greater of the net selling price and value in before interest, tax, depreciation and
use. In assessing value in use the estimated amortization (EBITDA) as a separate line item on
future cash flows are discounted to their present the face of the statement of profit and loss. The
value using the pre-tax discount rate that reflects company measures EBITDA on the basis of profit
current market assessments of the time value of from continuing operations. In its measurement,
money and the risks specific to the asset. For an the company does not include depreciation and
asset that does not generate largely amortization expense, finance costs, exceptional
independent cash flows, the recoverable amount items and tax expense.
is determined for the cash generating unit to u) CASH AND CASH EQUIVALENTS
which the assets belongs Impairment losses are For the purpose of cash Flow Statement, cash
recognised in the Statement of Profit and Loss. and cash equivalents includes cash in hand,
s) PROVISIONS, CONTINGENT LIABILITIES AND demand deposits with banks, other short term
CONTINGENT ASSETS highly liquid investments with original maturities
of three months or less.
Provisions involving substantial degree of

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(₹ in Lacs)
As at As at
1 SHARE CAPITAL
31 March 2016 31 March 2015
Authorised share Capital
60,000,000 (Previous Year 60,000,000) Equity Shares of ₹ 5
(Previous Year ₹ 5) each 3,000.00 3,000.00
Issued, subscribed & paid up shares
44,113,440 (Previous Year 44,113,440) Equity Shares of ₹ 5
( Previous Year ₹ 5) each fully paid up 2,205.67 2,205.67
Total 2,205.67 2,205.67

1.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
As at 31 March 2016 As at 31 March 2015
Particulars
No. of Shares ₹ in Lacs No. of Shares ₹ in Lacs
At the beginning of the year 4,41,13,440 2,205.67 2,20,33,211 2,203.32
Add: Issued during the year by way of ESOS - - 23,509 2.35
Add: Addition on account of share split from ₹ 10 to ₹ 5 - - 2,20,56,720 -
Less: Bought back during the year - - - -
Outstanding at the end of year 44,113,440 2,205.67 4,41,13,440 2,205.67

1.2 Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of ₹ 5/- (previous year ₹ 5/-). Each holder of equity
shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2016, the amount of per share interim dividend declared and paid to equity share holders
is ₹ 2.5 per equity share of ₹ 5 each (Previous Year interim dividend ₹ Nil)

During the year ended 31st March 2016, the amount of per share final dividend recognised as distribution to equity
shareholders is ₹ 0.50 per equity share of ₹ 5 each (previous year ₹ 2.50 per equity share of ₹ 5 each)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

1.3 Details of shareholders' holding more than 5% shares in the company

As at 31 March 2016 As at 31 March 2015
No. of Shares % of Holding No. of Shares % of Holding
Equity Share of ₹ 5 each (previous Year ₹ 5 each)
M/s Allegeny Finlease private Limited 61,76,261 14.00% 61,81,593 14.01%
Shri Rishi Baid 49,13,024 11.14% 49,13,024 11.14%
M/s BS Trade Invest Private Limited 41,29,414 9.36% 42,02,094 9.53%
Shri Himanshu Baid 40,37,312 9.15% 40,37,312 9.15%
The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding, as at the balance
sheet date. As per records of the company, including its register of shareholders/members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
shares.

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(₹ in Lacs)
1.4 Shares allotted for consideration other than cash
Particulars
Equity Shares : No. of Shares
Aggregate number of equity shares allotted as fully paid bonus shares by capitalisation of
Securities Premium Account and General Reserves during the financial year 2013-14 and 16,518,750
also in preceding five financial years.

2 RESERVES AND SURPLUS As at As at

31 March 2016 31 March 2015
Capital Reserves
Surplus on re-issue of forfeited shares 13.19 13.19
Application money received on Preferential Warrants issued to promoters forfeited 33.79 33.79

Capital reserve on change in interest in equity of associates 248.81 215.91

Securities Premium Account
Balance at the beginning of the year 83.60 23.98
Add: Additions during the year - 59.62
Closing Balance 83.60 83.60
Foreign Currency Monetary Translation Account
Balance at the beginning of the year (49.69) (128.06)
Add: Additions during the year 46.00 78.37
Closing Balance (3.69) (49.69)
Employees Stock Option Outstanding Account (net of options lapsed) - 38.27
Add: Additional options granted - -
Less: Transferred to Share premium Account on allotment of options - (38.27)
Less: Deferred Employee Compensation Expenses - -
Closing Balance - -
General Reserve
Balance at the beginning of the year 8,756.90 6,756.90
Add: Additions during the year 2,000.00 2,000.00
Closing Balance 10,756.90 8,756.90

Foreign currency fluctuation reserve 50.69 122.12

Surplus in statement of Profit and Loss

Balance at the beginning of the year 8,203.66 5,401.26
Less: Adjustment in opening balance on adoption of Schedule II of the Companies Act,
2013 (Net Deferred Tax) - (39.67)
Add: Additions during the year 4,826.79 6,232.28
Less: Dividend / Dividend tax adjusted for previous year 6.26 (0.37)
Less: Interim Dividend and tax thereon (1,327.35) -
Less: Proposed Dividend and tax thereon (265.47) (1,333.60)
Less: Appropriation towards CSR spend - (56.24)
Less: Transferred to General Reserve (2,000.00) (2,000.00)
Closing Balance 9,443.89 8,203.66

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(₹ in Lacs)
Shares in reserves in associates 25.22 23.90
Government Grants (Deferred Income Approach)
Capital Investment Subsidy
Balance at the beginning of the year 8.65 12.23
Add: Additions during the year - -
Less: Adjusted against depreciation (Refer Note no. 25) (3.58) (3.58)
Closing Balance 5.07 8.65
Grand Total 20,657.47 17,412.03
Non-current
3 LONG TERM BORROWINGS portion Current maturities
As at 31 March As at 31 March
2016 2015 2016 2015
Secured
(i) Term loans
from banks 3,081.38 3,718.09 1,650.54 1,468.37
(ii) Others - Vehicle Loan
from banks 1.36 3.84 2.27 16.79
From others 23.54 32.06 8.52 7.95
(iii) Deferred payment liabilities - 270.57 55.45 257.89

(iv) Equipment Financing - - 77.63 -

Amount disclosed under the head “other current liabilities” (note 9) - - 1,794.41 1,751.00
Total 3,106.28 4,024.56 - -
Non-current portion Current maturities
As at 31st March As at 31st March
3.1 Term loan comprise of the following:
From Bank 2016 2015 2016 2015
Rupee Loan 1,279.72 1,501.46 462.50 586.50
Foreign Currency Loan 1,801.66 2,216.63 1,188.04 881.87

3.2 Terms of repayment:

Weighte Annual repayment schedule

d
Outstanding
average Installm
Particulars as at 31
Rate of ents 2016-17 2017-18 2018-19 2019-20
March 2016
interest
(P.A.)
Rupee Loan 10.63% Qtr 1,742.22 462.50 750.00 479.72 50.00
Foreign Currency Loan 3.97% Qtr 2,989.70 1,188.04 1,243.34 457.82 100.50
Others - Vehicle Loan 10.08% Monthly 35.69 10.79 10.79 10.40 3.71
Deferred Payment Liabilities NA 2 in year 55.45 55.45 - - -
Equipment Financing NA 4 in year 77.63 77.63 - - -

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3.3 Details of security:

a Term Loans from State Bank of India are secured by way of first charge over entire fixed assets both present & future
including equitable mortgage of factory land & buildings and are further secured by way of extension of charge on
entire current assets of the company both present & future and are guaranteed by Managing Director & Executive
Director of the company.
b Vehicle Loans are secured by hypothecation / lien of the respective vehicles.
c Deferred payment liabilities represents assets acquired on deferred credit terms.
d Equipment financing represents IT equipment financed under master financing agreement and is secured against the
said equipment financed.

4 DEFERRED TAX LIABILITY (NET)

In accordance with Accounting Standard 22 “Accounting for taxes on Income” (AS-22), the company has accounted for
deferred taxes during the year as under:
Following are the major components of Deferred Tax Liabilities and Deferred Tax Assets:
(₹ in Lacs)

As at As at
Component
31 March 2016 31 March 2015
Deferred Tax Liabilities:
(i) Difference in depreciation between Accounting books and tax Return 1,308.06 1,126.99
Total 1,308.06 1,126.99
Deferred Tax Assets:
(i) Provision for retirement benefits (98.24) (78.11)
(ii) Provision for Bonus (9.15) (3.69)
(iii) Provision for doubtful debts and advances (17.30) (15.25)
(iv) On others - (1.46)
Total (124.69) (98.51)
Net Deferred Tax liability (Assets) 1,183.37 1,028.48

5 OTHER LONG TERM LIABILITIES As at As at

31 March 2016 31 March 2015
Security Deposits from Agents 357.99 265.56

Total 357.99 265.56

6 PROVISIONS Long Term Short term

As at 31 March As at 31 March
2016 2015 2016 2015
Provision for employee benefits
Gratuity 175.33 137.46 19.32 15.08
Leave Encashment 81.18 66.37 8.05 6.79
Other provisions
Provision for Wealth tax - - - 2.86
Provision for Income Tax - - 210.24 -
Proposed dividend - - 220.57 1,102.84
Tax on proposed dividend - - 44.90 230.76

Total 256.51 203.83 503.08 1,358.33

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(₹ in Lacs)
7 SHORT-TERM BORROWINGS As at As at
31 March 2016 31 March 2015
Secured - from banks
Cash / Export Credit Loan 3,345.59 2,105.02

Total 3,345.59 2,105.02

Cash/Export credit limits from State Bank of India and Citibank N.A. including stand by letter of credit from Citi bank
for extending working capital limits to subsidiary through Citi bank, China are secured by way of first pari-passu
charge both present & future on the Company's entire stock of Raw materials, stores spares, Stock in process,
Finished goods etc. lying in factory, godowns, elsewhere and including goods in transit, trade receivables and are
further secured by way of extension of second pari-passu charge on entire fixed assets of the Company both present
& future and are guaranteed by Managing Director & Executive Director of the Company.

8 TRADE PAYABLES As at As at
31 March 2016 31 March 2015
Trade payables (including acceptances) 3,087.15 3,932.88
The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006
(“the Act”) has been determined to the extent such parties have been identified by the company, on the basis of
information and records available with them. This information has been relied upon by the auditors.

Particulars As at As at
31 March 2016 31 March 2015
a The principal amount and the interest due thereon (to be shown - -
separately) remaining unpaid to any supplier at the end of each
accounting year;
 Principal Amount 35.01 43.94
 Interest due - -
b The amount of Interest paid by the buyer in terms of section 16 of -
the Micro, Small and Medium Enterprises Development Act, 2006,
along with the amount of the payment made to the supplier beyond
the appointed day during the accounting year.
c The amount of interest due and payable for the period of delay in making - -
payment ( which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the Micro, Small and
Medium Enterprises Development Act, 2006
d The amount of interest accrued and remaining unpaid at the end of each - -
accounting year; and
e The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are actually
paid to the small enterprise, for the purpose of disallowance of a deductible
expenditure under section 23 of the Micro, Small and Medium Enterprises
Development Act, 2006.
9 OTHER CURRENT LIABILITIES As at As at
31 March 2016 31 March 2015
Current maturities of long-term borrowings (Refer note no. 3) 1,794.41 1,751.00
Interest accrued but not due on borrowings 0.29 30.32
Interest accrued and due on borrowings 30.46 37.32
Advance from customers 361.52 738.05
Unpaid dividends 15.20 6.38

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Other payables
(₹ in Lacs)
Statutory dues 304.65 288.05
Employees related liabilities 980.06 762.29
Payables for capital goods 404.48 149.78
Others 97.91 102.44

Total 3,988.98 3,865.63

There are no outstanding dues to be paid to Investor Education and Protection Fund.

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NOTE No. 10: FIXED ASSETS (₹ in lacs)
Gross Block Depreciation/Amortisation Net Block
Sr. As at Sales / As at As at For the Year On Sales / As at As at As at
Particulars
No. 1 April Addition adjustment 31 March 2016 1 April 2015 adjustments 31 March 2016 31 March 2016 31 March 2015
2015 s
A Tangible Assets
1 Freehold Land 1,346.08 - - 1,346,08 - - - - 1,346.08 1,346.08
2 Leasehold Land 857.85 4.33 - 862.18 22.59 9.35 - 31.94 830.24 835.26
3 Building 2,850.93 44.35 - 2,895.28 645.45 98.64 - 744.09 2,151.19 2,205.48
4 Plant & Machinery 19,066.81 3,333.79 8.85 * 22,391.75 8,062.45 1,745.61 8.46 9,799.60 12,592.16 11,004.36
5 Furniture & Fixtures 310.99 18.42 0.08 # 329.33 137.00 28.56 0.08 165.48 163.85 173.99
6 Office Equipment 326.66 57.16 2.97 # 380.85 230.86 51.30 2.97 279.19 101.66 95.80
7 Vehicles 618.24 60.02 42.77 635.49 212.75 83.29 38.25 257.79 377.70 405.49
Total Tangible Assets 25,377.56 3,518.07 54.67 28,840.96 9,311.10 2,106.75 49.76 11,278.09 17,562.87 16,066.46

B Intangible Assets
1 Software 138.73 65.08 0.11 # 203.70 105.84 27.17 0.11 132.90 70.80 32.89
2 Patent & Trade Marks 598.43 216.15 - 814.58 150.95 62.55 - 213.50 601.08 447.48
Total Intangible Assets 737.16 281.23 0.11 1,018.28 256.79 89.72 0.11 346.40 671.88 480.37

Total 26,114.72 3,799.30 54.78 29,859.24 9,567.89 2,106.47 49.87 11,624.49 18,234.75 16,546.83

Previous Year 19,987.45 6,326.32 199.05 26,114.72 7,678.05 1,881.95 113.43 9,567.89 16,546.83 -
Note: 1. Addition during the year includes Fixed Assets for Research and Development

Additions during Depreciation for Net Block As at

Particulars
the year the year 31 March 2016
Tangible Assets
Plant & Machinery 2.88 13.33 166.15
Furniture & Fixtures 1.65 0.62 5.01
Office Equipment 13.25 5.91 14.20

Intangible Assets
Software 30.23 9.35 30.81
Total 48.01 29.21 216.17
Previous Year 58.18 18.14 197.38
2. Borrowing cost of ₹ 71.58 lacs (previous year ₹ 52.33 lacs ) have been included in additions to Fixed Assets.
3. Gross Block of leasehold land includes value of land amounting to ₹ 897.75 lacs for which conveyance deed is pending for execution.
4. "#" represents assets discarded / written off during the year.
5. "*" includes ₹ 5.53 lacs being assets discarded / written off during the year.
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(₹ in Lacs)
11 NON-CURRENT INVESTMENT As at As at
31 March 2016 31 March 2015
Trade investments (valued at cost unless stated otherwise)
Unquoted equity instruments - fully paid

Investment in associates
52,900 (previous year 46,000) shares of 100 L.E (Egyptian Pound) each in Ultra 442.21 395.48
for Medical Products (U.M.I.C) S.A.E., Egypt
Total (Aggregate amount of Unquoted Investment) 442.21 395.48

12 LOANS AND ADVANCES Long Term Short term

As at 31 March As at 31 March
2016 2015 2016 2015
(Unsecured, considered good unless stated otherwise)
Capital Advances 760.91 1,689.57 - -
Security Deposits
Considered good 124.87 106.63 31.57 15.62
Considered doubtful - - 3.66 4.85
Less: Provision for doubtful deposits - - (3.66) (4.85)

Other loans and advances

Advance for goods / services
Considered Good - - 365.04 301.87
Considered Doubtful - - 7.08 2.56
Less: Provision for doubtful advances - - (7.08) (2.56)
Loans and advance to employees - 1.40 2.84 18.69
Prepaid Expenses 1.45 1.04 86.22 100.55
Balance with revenue authorities - - 697.92 637.03
Service tax and VAT refundable - - 43.25 77.07
Advance tax/ tax deducted at source (net of provision) 403.68 406.00 - -
Total 1,290.91 2,204.64 1,226.84 1,150.83

13 OTHER ASSETS Non-current Current

As at 31 March As at 31 March
2016 2015 2016 2015
Export benefits receivable - - 473.34 485.85
Interest accrued on bank deposits 20.85 18.10 127.44 112.97
Premium on forward contracts - - 93.50 92.80
Dividend / Governing council share from associates - - 47.72 46.35
Other receivable - - 20.53 20.25
Non-current bank balances (refer note 16) 315.62 305.94 - -
Total 336.47 324.04 762.53 758.22
Other receivable includes ₹ 2.33 lacs paid under protest for enhanced cost of land, contested in hon'ble Punjab and
Haryana High Court.

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(₹ in Lacs)
14 INVENTORIES As at As at
(Valued at lower of cost and net realisable value) 31 March 2016 31 March 2015
Raw Materials including packing materials 2,970.99 4,125.63
Goods-in transit 55.30 40.86
Work-in-progress 593.42 818.49
Finished Goods 871.71 653.02
Stock-in-trade 1.57 16.22
Stores and spares 107.05 108.02
Total 4,600.04 5,762.24
Additional disclosure regarding inventories

Raw Materials including packing materials

Plastic granules 801.30 1,211.63
PVC Sheet 124.42 118.93
SS Tube 221.87 140.37
Boxes 53.04 76.53
Medical paper 269.27 428.87
Other miscellaneous items 1,501.09 2,149.30
2,970.99 4,125.63
Work-in-progress
I V Cannula 151.76 254.29
Blood Bag 79.62 226.01
Others 362.04 338.19
593.42 818.49
Finished Goods
I V Cannula 97.51 147.63
Blood Bag 67.95 50.84
Others 706.25 454.55
871.71 653.02
Stock in trade
Others 1.57 16.22

15 TRADE RECEIVABLES As at As at
31 March 2016 31 March 2015
Trade Receivables outstanding for a period less than six months from the date
they are due for payment
Unsecured, considered good 7,882.78 6,167.84
Trade Receivables outstanding for a period exceeding six months from the date
they are due for payment
Unsecured, considered good 370.98 112.89
Unsecured, considered doubtful 39.25 36.67
Less: Provision for doubtful debts (39.25) (36.67)

Total 8,253.76 6,280.73

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(₹ in Lacs)
Maximum balance
Outstanding As at
outstanding during the
31 March
year ended
Trade receivable includes: 2016 2015 2016 2015
Due from Vitromed Healthcare, a partnership firm in which 199.97 - 649.06 387.57
promoter directors and their relatives are partners
Due from Ultra For Medical Products (UMIC), being associate 477.74 226.03 540.70 434.61
Company

16 CASH AND BANK BALANCES Non-current Current

As at 31 March As at 31 March
2016 2015 2016 2015
Cash and cash equivalent
Balances with Banks
In current and cash credit accounts - - 73.51 63.89
In deposit accounts, with original maturity of less than 3 months - - 1,196.19 1,101.33
Cheques, drafts on hand - - - 6.79
Cash on hand (including foreign currency notes) - - 21.37 13.54
Other Bank balances
Balance with Banks in unpaid dividend accounts - - 15.20 6.38
Held as margin money 304.23 303.55 - -
Deposits with original maturity for more than 3 months but less than - - 866.28 806.37
12 months
Deposits with original maturity for more than 12 months 11.39 2.39 - -
Amount disclosed under the head “other assets” (Refer note 13) (315.62) (305.94) - -

Total - - 2,172.55 1,998.30

17 REVENUE FROM OPERATIONS Year ended Year ended

31 March 2016 31 March 2015
Sale of products
Manufactured goods 40,532.48 38,155.11
Traded Goods 785.08 720.08
Other operating revenues
Export Incentives 397.10 538.16
Sale of scrap 78.66 100.34
Less: Excise duty (567.60) (478.99)

Total 41,225.72 39,034.70

Additional disclosures in respect of sale of products

Finished goods sold

I V Cannula 14,603.17 15,377.92
Blood Bag 3,185.22 2,231.29
Others 22,744.09 20,545.90
40,532.48 38,155.11

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(₹ in Lacs)
Traded goods sold
Safety scalp vein set 222.93 136.00
Others 562.15 584.08
785.08 720.08
18 OTHER INCOME Year ended Year ended
31 March 2016 31 March 2015
Interest Income 211.87 216.51
Dividend Income - -
Other non-operating income
Provisions / Liabilities no longer required written back (net) 49.37 1.02
Gain on fixed assets sold/discarded 3.12 213.12
Gain on Foreign Exchange Fluctuation (net) 467.71 308.03
Miscellaneous Income 94.52 73.37

Total 826.59 812.05

19 COST OF RAW MATERIALS INCLUDING PACKING MATERIALS CONSUMED
Year ended Year ended
31 March 2016 31 March 2015
Raw Material Consumed
Inventory at the beginning of the year 3,391.79 2,034.93
Add: Purchases during the year 9,763.21 12,153.82
Less: Inventory at the end of the year 2,473.88 3,391.79
Cost of raw material consumed (A) 10,681.12 10,796.96
Packing Material Consumed
Inventory at the beginning of the year 733.84 527.96
Add: Purchases during the year 3,173.81 3,411.80
Less: Inventory at the end of the year 497.11 733.84
Cost of packing material consumed (B) 3,410.54 3,205.92
Total (A+B) 14,091.66 14,002.88

The above consumption figures are disclosed on the basis of derived figures and are after adjusting excesses and
shortages ascertained on physical count, unserviceable items, etc.

Additional disclosures in respect of raw material and packing material consumed

Raw Material Consumed
Plastic granules 4,761.36 4057.45
PVC Sheet 488.08 440.48
SS Tube 377.61 402.34
Other miscellaneous items 5,054.07 5,896.69
10,681.12 10796.96
Packing Material Consumed
Boxes 921.99 815.65
Medical paper 853.50 706.23
Others 1,635.05 1,684.04
3,410.54 3,205.92

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(₹ in Lacs)
20 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE
Year ended Year ended (Increase) /
31 March 16 31March 2015 Decrease
Inventories at the end of year
Finished Goods and Stock in Trade 873.28 669.24 (204.04)
Work in progress 593.42 818.49 225.07
1,466.70 1,487.73 21.03
Inventories at the beginning of year
Finished Goods and Stock in Trade 669.24 687.69 18.45
Work in progress 818.49 402.10 (416.39)
1,487.73 1,089.79 (397.94)

21 EMPLOYEE BENEFITS EXPENSES Year ended Year ended

31 March 2016 31 March 2015
Salaries, wages and bonus 6,878. 70 5,956.67
Gratuity Expenses 49.25 36.62
Contributions to Provident Fund and others 472.72 424.33
Staff Welfare Expenses 76.82 81.56

Total 7,477.49 6,499.18

22 RESEARCH AND DEVELOPMENT EXPENSES Year ended Year ended
31 March 2016 31 March 2015
Revenue Expenditure charged to statement of profit and loss
Cost of components and Material Consumed (Net) 561.58 586.45
Employee benefits expenses including gratuity of ₹ 2.90 lacs (previous year ₹ 244.62 185.10
2.15 lacs)
Power and Fuel 33.20 44.88
Travelling & Conveyance 15.51 17.92
Other Misc Expenses including payment to auditors ₹ 0.15 lacs (previous year ₹ 16.22 12.31
0.13 lacs)
Total Revenue Expenses 871.13 846.66
Capital Expenditure 48.01 58.18
Total amount spent on Research and Development 919.14 904.84

23 OTHER EXPENSES Year ended Year ended

31 March 2016 31 March 2015
Consumption of stores and spare parts 530.16 608.45
Power and Fuel 1,522.08 1,315.63
Job Work Charges 3,198.24 3,161.38
Other Manufacturing Expenses 61.50 66.30
Repairs to Building 44.75 41.24
Repairs to Machinery 377.01 372.71
Repairs to Others 44.59 47.66
Excise Duty on closing stock 33.84 12.85
Insurance (Net) 183.00 132.47
Rent 151.11 130.27
Rates, Taxes & Fee 39.06 56.52
Wealth tax - 2.86

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(₹ in Lacs)
Travelling & Conveyance 533.77 462.63
Legal & Professional Fees 682.01 527.09
Auditors' Remuneration 15.66 20.12
Commission and Sitting Fees to Non-Executive Directors 65.65 65.30
Donations 83.00 67.74
Bank Charges 197.79 195.48
Advertisement 4.07 6.20
Commission on sales 235.24 392.90
Freight & Forwarding (Net) 493.59 577.62
Business Promotion 279.78 230.52
Exhibition Expenses 166.21 158.01
Rebate, Discounts & Claims 109.22 62.80
Provision for Doubtful debts / Advances 5.92 0.61
Bad debts /Misc. Balances written off 33.46 -
CSR Expenditure 93.45 -
Other Miscellaneous Expenses 326.42 303.74

Total 9,510.68 9,019.11

24 FINANCE COST Year ended Year ended
31 March 2016 31 March 2015

Interest expense 555.16 643.39

Other borrowing costs 4.46 6.41
Exchange difference to the extent considered as an adjustment to borrowing 237.52 180.05
costs
Total 797.14 829.85

25 DEPRECIATION AND AMORTISATION EXPENSES Year ended Year ended

31 March 2016 31 March 2015
Depreciation of tangible assets 2,016.75 1,812.39
Less: Transfer to Pre-operative expenses - (1.28)
Amortisation of intangible assets 89.72 69.56
Gross Total 2,106.47 1,880.67
Less: Amortisation of Government Grants (refer note no. 2) (3.58) (3.58)
Net Total 2,102.89 1,877.09

26 CONTINGENT LIABILITIES AND COMMITMENTS

Particulars Year ended Year ended

31 March 2016 31March 2015
a Contingent liabilities not provided for:
Show Cause notices from excise department (Amount paid ₹ 2.94 lacs, Previous 58.78 58.78
Year ₹ Nil)
Compensation for enhanced cost of Land contested in Punjab & Haryana High 9.34 9.34
Court (Amount paid ₹ 2.33 lacs, Previous year ₹ 2.33 lacs)
Bonus for the year 2014-15 payable under payment of Bonus (Amendment) Act, 119.55 -
2015, stayed by Punjab and Haryana High Court vide Order dated 08.04.2016.

b Obligations and commitments outstanding:

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(₹ in Lacs)
Unexpired letters of credit ₹ 427.46 lacs (Previous year ₹ 808.41 lacs) and 1,542.22 1,859.67
Guarantees including for issuing stand by letter of credit issued by bankers ₹
1,114.76 lacs (Previous year ₹ 1,051.26 lacs), (Net of margins)
Bills discounted but not matured 1,356.12 1,196.13
Custom duty against import under Advance Licence Scheme 98.09 330.18
Custom duty against import under EPCG Scheme 88.39 275.91
Estimated amount of contracts remaining to be executed on capital account and 949.29 2,313.77
not provided for (net of advances given)
27 FOREIGN CURRENCY FORWARD CONTRACTS REMAINING UNADJUSTED & OUTSTANDING :
31March 2016 31March 2015
Currency / Pair of
Category Purpose Amount in Amount in Amount in Amount in
currency
foreign currency INR foreign currency INR
Sell Hedging USD/ INR 39.33 2,605.61 40.50 2,530.85
EURO/ INR 3.85 290.23 5.00 336.00
Buy Hedging JPY/ INR - - 94.00 53.23

28 PARTICULARS OF UNHEDGED FOREIGN CURRENCY EXPOSURE:

Particulars Currency 31March 2016 31March 2015
Amount in Amount in Amount in Amount in
foreign currency INR foreign currency INR
GBP 0.46 43.63 0.54 50.08
Trade Receivable EURO 10.06 758.01 5.21 350.11
USD 18.77 1,243.38 11.28 704.93

USD 7.90 523.33 20.94 1,308.59

EURO 2.31 174.12 3.65 245.38
Other Receivable
EGP 5.37 47.72 5.68 46.35
JPY - - 15.47 8.06
USD 4.12 272.95 7.63 477.04
Other Payable EURO 1.80 135.69 5.32 357.42
GBP 0.01 0.52 0.26 24.10
USD 25.09 1,662.00 35.11 2,194.03
Import Payables EURO 0.76 57.37 1.12 74.98
JPY 188.44 111.16 274.68 138.92
USD 0.92 60.66 0.34 21.00
EURO 0.51 38.31 0.33 22.47
SGD 0.09 4.66 0.03 1.32
Patents JPY 9.76 5.76 9.03 4.71
GBP 0.07 6.55 0.01 0.24
AUD 0.05 2.51 0.03 1.46
Legal and Professional USD 0.27 17.61 - -
Charges AUD 0.02 1.02 2.01 95.49
SGD 0.01 0.26 - -
GBP 0.00 0.14 - -
EURO 0.07 5.61 0.57 38.20
Commission Payable USD 2.14 141.81 2.28 142.53
EURO 0.06 4.50 0.03 1.72
Borrowings USD 68.18 4,517.07 63.89 3,993.04

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29 Inventories, loans & advances, trade receivables / payables and other current / non-current assets are reviewed
annually and in the opinion of the Management do not have a value on realization in the ordinary course of business,
less than the amount at which they are stated in the Balance Sheet.
The response to letters sent by the Company requesting confirmation of balances has been insignificant. In the
management’s opinion, in the event of any disparity in the balances, any consequential adjustments required on
reconciliation of the balances will not be material in relation to the financial statements of the Company and the same
will be adjusted in the financial statements as and when the reconciliation is completed.
30 RELATED PARTY DISCLOSURES
Related party disclosures as required by Accounting Standard (AS)-18 of The Institute of Chartered Accountants of India.
A List of related parties and relationships
Associate
Ultra For Medical Products (U.M.I.C), S.A.E., Egypt
b Key Management Personnel
1 Mr. Himanshu Baid (Managing Director)
2 Mr. Rishi Baid (Executive Director)
3 Mr. J. K. Oswal (VP (Finance) and CFO)
4 Mr. Vinay Gujral (Company Secretary), upto 30th April 2015
5 Mr. Avinash Chandra (Company Secretary), w.e.f. 01st May 2015
C Relatives of Key Management Personnel
1 Mr. J. K. Baid (Director - relative of Managing Director & Executive Director )
2 Mr. Vishal Baid (President - relative of Managing Director & Executive Director)
3 Mrs. Mukulika Baid (Director - relative of Director)

c Enterprises over which key management personnel and their relatives exercise significant influence
1 Vitromed Healthcare
2 Jai Polypan Pvt. Ltd.
3 Stilocraft
4 PolycureMartech Ltd.
5 Jaichand Lal Hulasi Devi Baid Charitable Trust

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B Transactions with related parties (₹ in Lacs)

Description Subsidiaries and Key Management Enterprises controlled by
Associate personnel key management
personnel and their
relatives
Current Previous Current Previous Current Previous
Year year Year Year Year Year
Sales of Goods 904.14 742.59 1,418.64 1,206.46
Ultra for Medical Products Egypt 904.14 742.59
Vitromed Healthcare 1,418.64 1,206.46
Purchases of Goods 82.45 141.01
Vitromed Healthcare 82.45 141.01
Job work 3,003.55 2,976.15
Vitromed Health Care 3,003.55 2,976.15
Rent received 0.24 0.24
Virtomed Healthcare 0.24 0.24
Rent paid 1.51 1.41
Jai Polypan Pvt. Ltd. 1.51 1.41
Directors / Key Managerial Personnel's' 713.43 685.10
Remuneration
Mr. Himanshu Baid 341.13 327.01
Mr. Rishi Baid 334.00 321.44
Mr. J. K. Oswal 32.64 33.48
Mr. Avinash Chandra 5.17 -
Mr. Vinay Gujral 0.49 3.17
Salary and perquisites 36.28 32.57
Mr. Vishal Baid 36.28 32.57
Commission and Sitting fees 20.65 16.80
Mr. J. K. Baid 10.45 8.70
Mrs. Mukulika Baid 10.20 8.10
Dividend / Share Governing Council due 40.90 6.27
Ultra For Medical Products (U.M.I.C), S.A.E., 40.90 6.27
Egypt
Donation Paid 3.00 1.50
Jaichand Lal Hulasi Devi Baid Charitable Trust 3.00 1.50
Outstanding balances at the year end
Dividend / Share Governing Council outstanding 47.72 46.35
Ultra for Medical Products 47.72 46.35
Remuneration / Salary payable 262.65 280.96
Mr. Himanshu Baid 129.10 138.70
Mr. Rishi Baid 129.86 139.27
Mr. Vishal Baid 1.73 1.69
Mr. J. K. Oswal 1.58 0.86
Mr. Avinash Chandra 0.38 -
Mr. Vinay Gujral - 0.44
Commission Payable 13.50 13.50
Mr. J. K. Baid 6.75 6.75
Mrs. Mukulika Baid 6.75 6.75
Debtors 477.74 226.03 199.97 -
Vitromed Healthcare 199.97 -
Ultra for Medical Products 477.74 226.03

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31 EARNINGS PER SHARE (EPS) OF ₹ 5/- EACH (₹ in Lacs)

Particulars Year ended Year ended
31 March 2016 31 March 2015
Net profit after tax available for equity share holders (₹ In lacs) 4,826.79 6,232.28
Basic / Diluted Earnings per Share
Number of shares considered as Basic weighted average shares outstanding 4,41,13,440 4,40,92,927
during the year
Basic / Diluted Earnings per share(in ₹) 10.94 14.12

32 ADDITIONAL INFORMATION PURSUANT TO SCHEDULE III OF THE COMPANIES ACT, 2013:

Name of the Entity Net Assets Share in Profit

As % of Amount As % of Amount
consolidated net consolidated
assets profit
Subsidiaries Companies
Poly Medicure (Laiyang) Co. Ltd, China 2.62 % 599.25 0.34 % 16.55%
US Safety Syringes Co., LLC, USA 0.00 % (1.04) - -
Associate Company
Ultra For Medical Products (U.M.I.C), S.A.E., Egypt - - 1.65 79.50
Minority Interest in US Safety Syringes Co., LLC, USA - (0.26)

Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2015, read with rule 5 of
Companies (Accounts) Rules, 2014 is Annexed.
33 PAYMENT TO AUDITORS:
Particulars Year ended Year ended
31March 2016 31March 2015
Audit Fee 10.97 10.36
Tax audit Fee 1.25 1.00
Limited Review of Results 1.50 1.50
In other capacity
(a) For Taxation matters - 3.50
(b) For Certification work 0.91 2.77
Reimbursement of expenses 1.18 1.12
Total 15.81 20.25

34 EMPLOYEE BENEFIT:
The disclosure of employees benefit as defined in the Accounting Standard - 15 (revised) on "Employee Benefits" are
as follows:
I Defined Contribution Plan - Provident Fund
During the period, the company has recognised the following amount in statement of profit and loss
Particulars Year ended Year ended
31 March 2016 31March 2015
Employers' contribution to provident fund * # 334.94 300.41
* incuded in "contribution to provident fund and others" under employee benefit expenses (refer note no. 21)
# excluding contribution to provident fund transferred to tangible capital work in progress ₹Nil (₹1.87 lacsl) and
intangible capital work in progress ₹ 1.92 lacs (₹ Nil) and to Research and Development Expenses ₹ 7.19 lacs (₹5.38
lacs).

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(₹ in Lacs)
a) As per Accounting Standard (AS15) “Employee Benefits” , the disclosure of employee benefits is as under:
Particulars For the Year ended 31 March 2016 For the Year ended 31 March 2015
Gratuity Leave encashment Gratuity Leave encashment
(Unfunded) /Compensated (Unfunded) /Compensated
Absences Absences
(Unfunded) (Unfunded)
Obligations at beginning of the year 152.54 73.15 123.14 59.27
Service Cost - Current 34.45 22.12 27.95 18.39
Interest Cost 12.97 6.22 10.47 5.04
Actuarial (gain) loss 4.73 18.95 0.35 17.47
Benefit Paid (10.04) (31.22) (9.37) (27.01)
Obligations at end of the year 194.65 89.22 152.54 73.16
Liability recognised in the Balance Sheet 194.65 89.22 152.54 73.16

Expenses recognised in statement of 52.15 47.29 38.77 40.90

Profit & Loss
Expected amount of contribution for the 67.06 30.85 53.02 25.20
next year

b) Movement in liability recognised in the Balance Sheet

Particulars For the Year ended 31 March 2016 For the Year ended 31 March 2015
Gratuity Leave Gratuity Leave encashment
(Unfunded) encashment/Comp (Unfunded) /Compensated
ensated Absences Absences
(Unfunded) (Unfunded)
Obligations at beginning of the year 152.54 73.15 123.14 59.27
Expenses recognised in the statement of 52.15 47.29 38.77 40.90
profit & Loss
Benefit Paid (10.04) (31.22) (9.37) (27.01)
Obligations at end of the year 194.65 89.22 152.54 73.16

c) The principal assumptions used in determining post-employment benefit obligations are as below:
Particulars Gratuity Leave Encashment Gratuity Leave Encashment
2016 (in%) 2016 (in%) 2015(in%) 2015 (in%)
Discount Rate 8.5 8.5 8.5 8.5
Future salary increases 6 6 6 6

35 In view of option allowed by the Ministry of Corporate Affairs vide its notification dated 29th December 2011 on AS
11, the exchange differences arising on reporting of long term foreign currency monetary items at rates different from
those at which they were initially recorded have been accumulated in a "Foreign Currency Monetary Items Translation
Difference Account" to be amortised over the balance period of such long term assets or liabilities. Pursuant to such
adoption, a sum of ₹ 3.69 lacs is remained to be amortised over the balance period of such assets or liabilities
(including current year impact of gain amounting to ₹ 46.00 lacs). Had the option not being exercised, the profits of
the company would have been higher by ₹ 46.00 lacs.

36 Borrowing cost of ₹ 7.46 Lacs (previous year ₹ 56.19 Lacs ) have been included in capital work in progress.
37 The company is primarily engaged in a business of manufacturing and sale of “Medical Devices” and, hence, there is no
reportable segments as per Accounting Standard-17.

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(₹ in Lacs)

38 LEASES : OPERATING LEASES

i) The Company has taken five premises under cancellable operating lease.These lease agreements are normally renewed
on expiry.
ii) Lease rental expenses in respect of operating leases: ₹ 151.11 lacs (previous year ₹ 130.27 lacs)
iii) The Company has taken certain premises on non-cancellation operating lease. The future minimum lease payments in
respect of which as at 31st March 2016 are as follows:

Particulars Year ended Year ended

31-March-16 31-Mar-15
Payable not later than one year 95.91 106.35
Payable later than one year and not 31.80 35.73
Later than five year
Total 127.71 142.08

39 DETAILS OF EXPENDITURE INCURRED ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES AND SHORT FALL IN
SPENDING CSR:

Sr. No. Particulars Amount Spent

Year ended Year ended
31-March-16 31-March-15
1 On Providing Food / vehicle for food distribution 30.98 18.48
2 On promotion of education including provision for scholarship 46.81 15.22
3 On welfare for disabled persons 12.21 10.00
4 On provision for sanitation - 5.94
5 On food relief activity - 5.29
6 On making available safe drinking water - 1.00
7 On promotion of health care 3.45 0.31
Total 93.45 56.24
Total amount to be spent on CSR activities in accordance with the provision
of section 135 of the Companies Act, 2013 119.54 84.19

Total Amount spent 93.45 56.24

Unspent amount on CSR activities 26.09 27.95

40 EMPLOYEE STOCK OPTION SCHEME:

The compensation committee formed by the company in terms of resolution of the Board of Directors, created in
accordance with SEBI (Guidelines and any other applicable Rules,) Regulations, a ESOS Scheme called the "Poly
Medicure Employee Stock Option Scheme, 2011 (ESOS 2011)" which was further amended in the shareholding
meeting held on 27th September 2013. Whereby employees who were granted ESOP under original scheme of 2011
were granted options in addition to the options already granted by reducing exercise price from ₹ 50 to ₹ 25. No
option is pending to be granted / exercised / alloted as at 31st March, 2016 under the said scheme:

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41 VALUE OF IMPORTS CALCULATED ON CIF BASIS IN RESPECT OF : (₹ in Lacs)

Particulars Year ended Year ended
31 March 2016 31 March 2015
I Raw Materials 7,512.28 8,325.85
II Traded Goods 647.84 710.88
III Stores, Spares & Packing Materials 1,352.18 1,358.06
IV Capital Items 3,003.15 2,827.64

Total 12,515.45 13,222.43

42 EXPENDITURE IN FOREIGN CURRENCY (ON ACCRUAL BASIS) :

Particulars Year ended Year ended
31March 2016 31March 2015
I Interest 153.36 93.34
II Traveling Expenses 34.61 29.95
III Legal & Professional Charges 418.69 363.28
IV Commission 91.07 217.65
V Bank Charges 32.10 31.68
VI Exhibition Expenses 92.11 87.30
VII Rates Taxes & Fees 0.11 3.01
VIII Freight and Forwarding 1.09 21.16
IX Rebate and Discounts 6.99 -
Total 830.13 847.37

(₹ in Lacs)
43 VALUE OF IMPORTED & INDIGENOUS RAW MATERIALS AND STORES & SPARES AND PACKING MATERIALS
CONSUMED AND PERCENTAGE OF EACH OF THE TOTAL CONSUMPTION:
Particulars Year ended Year ended
31 March 2016 31March 2015
Holding Company Value % Value %
1 Raw materials
Imported 7,772.46 79.58 8,094.40 81.59
Indigenous 1,994.30 20.42 1,826.81 18.41
Total 9,766.76 100.00 9,921.21 100.00
2 Stores, Spares & Packing Material
Imported 1,482.74 37.63 1,305.36 34.72
Indigenous 2,457.95 62.37 2,509.02 65.78
Total 3,940.69 100.00 3,814.38 100.00
Subsidiary Company
Raw Materials, Stores, Spares and Packing Material Consumed 914.36 100.00 875.75 100.00
Grand Total 14,621.82 100.00 14,611.34 100.00

The above does not include material consumed for research and development activities.

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44 EARNING IN FOREIGN EXCHANGE (ON ACCRUAL BASIS): (₹ in Lacs)

Particulars Year ended Year ended

31 March 2016 31March 2015
I FOB Value of Exports During the Year 26,164.08 25,138.52
II Others (Freight, settlement amount, Insurance, Commission, Interest, fees etc. 198.36 2,978.11
recovered)
III Dividend / Governing Council share from Associates 40.90 6.27
Total 26,403.34 28,122.90

45 THE TOTAL AMOUNT REMITTED IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND IN RESPECT OF SHARES HELD BY
NON-RESIDENTS ARE GIVEN HERE UNDER:
Particulars Year ended Year ended
31March 2016 31March 2015
I Number of Non Resident Shareholders 3 3
II Number of Equity Shares held by them 168,000 1,68,000
III Amount of Dividend paid (Gross) (₹ In lacs) - 3.36
IV Amount of Dividend paid (Gross) (In USD) 12,546.50 -
V Year to which dividend relates 2014-15 & 2013-14
2015-16

46 Exceptional items in statement of profit and loss represents one time income of ₹ Nil (previous year ₹ 1957.80 lacs)
from one of its customer towards settlement of a contract.
47 Previous year figures have been regrouped / rearranged, wherever necessary to confirm current year classifications.

As per our report of even date annexed

For DOOGAR &ASSOCIATES ( Reg no.000561N) For and on behalf of the Board
Chartered Accountants
M.S. Agarwal Himanshu Baid Rishi Baid
Partner Managing Director Executive Director
Membership No.86580 DIN:00014008 DIN:00048585

Place: New Delhi J. K. Oswal Avinash Chandra

Date: 13.05.2016 VP (F) and CFO Company Secretary

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Form AOC-I

Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of
Companies (Accounts) Rules, 2014

Statement containing salient features of the financial statement of subsidiaries

Part “A”: Subsidiaries
(₹ in lacs)
1. Sl. No. 1 2
2. Name of the subsidiary Poly Medicure (Laiyang) US Safety Syringes Co.
Co. Ltd., China LLC, USA
st st
3. Reporting period for the subsidiary concerned 31 March 2016 31 March 2016
4. Reporting currency and Exchange rate as on the CNY USD
last date of the relevant Financial year in the 1 CNY = 10.25 INR 1 USD = 66.25 INR
case of foreign subsidiaries
5. Share capital 800.49 265.00
6. Reserves & surplus (201.24) (266.04)
7. Total assets 1,428.40 0.00
8. Total Liabilities 829.15 1.04
9. Investments 0.00 0.00
10. Turnover 1,777.48 0.00
11. Profit before taxation 16.55 0.00
12. Provision for taxation 0.00 0.00
13. Profit after taxation 16.55 0.00
14. Proposed Dividend 0.00 0.00
15. % of shareholding 100% 75%

Part “B”: Associates

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
(₹ in lacs)
Name of Associates Ultra For Medical Products (U.M.I.C),
S.A.E., Egypt
st
Latest audited Balance Sheet Date 31 December 2015
Shares of Associate held by the company on the year end
No. 52,900
Amount of Investment in Associates 88.67
Extend of Holding % 23%
Description of how there is significant influence Holding more than 20% of share
capital and participation in decision
making process.
Reason why the associate is not consolidated N. A.
Net worth attributable to Shareholding as per latest audited Balance Sheet 2,200.76
Profit for the year
Considered in Consolidation 79.50
Not Considered in Consolidation N. A.

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Route Map to the venue of AGM

Notes
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Form No. MGT-11

PROXY FORM

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

CIN: L40300DL1995PLC066923
Name of the Company : Poly Medicure Limited
Registered Office : 232-B, IIIrd Floor, Okhla Industrial Estate, Phase-III, New Delhi- 110020
Name of the member(s) : ............................................................................................................................................
Registered address : ....................................................................................................................................................
E-mail 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 / he

2. Name :.......................................................................................................................................................................
Address :........................................................................................................................................................................
E-mail Id :.......................................................................................................................................................................
Signature :........................................................................................................................................, or failing him / her

3. Name :........................................................................................................................................................................
Address :.........................................................................................................................................................................
E-mail Id :........................................................................................................................................................................
Signature :........................................................................................................................................., or failing him / her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st Annual General Meeting
of the Company, to be held on Tuesday, the 27th day of September, 2016 at 10:00 a.m. at Alpha Hall, 2nd Floor,
National Co-operative Union of India, 3, Siri Institutional Area, August Kranti Marg, New Delhi- 110016 and at any
adjournment thereof in respect of such resolutions as are indicated below:

Resolution Description
No.
1 Adoption of Audited Financial Statement of the Company for the financial year ended March 31, 2016
together with, the reports of the Board of Directors and Auditors thereon and the Audited
Consolidated Financial Statement of the Company for the financial year ended March 31, 2016
together with the report of Auditors thereon.
2 To Declare dividend on the equity shares for the financial year ended March 31, 2016
3 Appointment of Director in place of Mr. Rishi Baid, who retires by rotation and is eligible for re-
appointment.
4 Ratification of appointment of M/s. Doogar & Associates, Chartered Accountants (Firm Registration
No. 000561N), as Auditors of the Company, to hold office from the conclusion of this Annual
General Meeting until the conclusion of the next Annual General Meeting of the Company.

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5 Approval of Employees Stock Option Scheme, 2016.

6 Approval of Sales Contract with M/s. Vitromed Healthcare, Jaipur
7 Approval of Purchase Contract with M/s. Vitromed Healthcare, Jaipur
8 Approval of Sales Contract with M/s. Ultra for Medical Product, Egypt
9 Approval of Remuneration payable to M/s. Jai Prakash & Co., Cost Accountants, the Cost Auditors of
the Company.
10 Approval of determination of fees for delivery of any document through a particular mode of delivery
to a member.

Revenue
Stamp

Signed this................................................................................ day of..................................................................2016

Signature of shareholder......................................................... Signature of Proxy holder(s).. .......................................

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

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