RPG LS Cov II&III 2010-11.Pmd
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FORMULATIONS PLANT AT ANKLESHWAR BOARD OF DIRECTORS MANAGEMENT TEAM Mr. H. V. Goenka Chairman Mr. Ajit Singh Chouhan Mr. R. A. Shah Alternate to Mr. Dilip Sen Managing Director Mr. C. L. Jain Mr. P. K. Pathak Chief Executive – Global Formulations Mr. Ajit Gulabchand Mr. Ravi Soni Dr. Lalit S. Kanodia Chief Executive – Global Generics, API & Biotech Mr. Mahesh S. Gupta Mr. Sachin Raole Mr. Manoj K. Maheshwari Chief Financial Officer Mr. P. K. Mohapatra Mr. Ratish Jha Mr. Dilip Sen General Manager – Human Resources Mr. Ajit Singh Chouhan Managing Director Mr. Uday R. Bapat Chief Scientific Officer AUDIT COMMITTEE Ms. Suchitra Tiwari Mr. C. L. Jain Head – Regulatory Affairs & Quality Mr. Mahesh S. Gupta Mr. P. K. Mohapatra SOLICITORS Mr. Ajit Singh Chouhan Crawford Bayley & Co. HEAD - LEGAL & COMPANY SECRETARY Mr. Ankur Kumar BANKERS Union Bank of India AUDITORS State Bank of India Lovelock & Lewes Corporation Bank Chartered Accountants Export-Import Bank of India REGISTERED OFFICE RPG House REGISTRARS 463, Dr. Annie Besant Road Link Intime India Pvt. Ltd. Worli, Mumbai 400 030 C-13, Pannalal Silk Mills Compound E-mail: [email protected] L.B.S. Marg, Bhandup (West) Website: www.rpglifesciences.com Mumbai 400 078 CONTENTS • Notice 02 • Balance Sheet 30 • Directors’ Report 06 • Profit & Loss Account 31 • Management Discussion & Analysis Report 14 • Schedules 32 • Corporate Governance Report 16 • Cash Flow Statement 54 • Auditors’ Report 26 • Proxy Form 55 RPG Life Sciences Limited Annual Report 2010-11 1 NOTICE XIII and other applicable provisions, if any, of the NOTICE IS HEREBY GIVEN THAT THE Companies Act, 1956 (the said Act) including any FOURTH ANNUAL GENERAL MEETING OF THE statutory modification or re-enactment thereof and MEMBERS OF RPG LIFE SCIENCES LIMITED subject to the approval of the Central Government WILL BE HELD ON THURSDAY, JULY 28, 2011 and subject to all approvals, permissions and AT 3.30 P.M. AT RAVINDRA NATYA MANDIR, sanctions as may be necessary; and subject to P.L. DESHPANDE MAHARASHTRA KALA such conditions and modifications as may be ACADEMY, SAYANI ROAD, PRABHADEVI, prescribed or imposed by any of the authorities MUMBAI 400 025 TO TRANSACT THE in granting such approvals, permissions and FOLLOWING BUSINESS: sanctions, the Company hereby approves the payment of remuneration not exceeding ORDINARY BUSINESS: Rs.1.75 Crores (Rupees One Crore Seventy 1. To receive, consider and adopt the audited Balance Five Lacs only) per annum with effect from Sheet as at March 31, 2011, the Profit and Loss July 1, 2011 to Mr. Ajit Singh Chouhan, Account for the year ended on that date and the Managing Director, by way of salary, allowances Report of the Directors and the Auditors thereon. and perquisites, as may be recommended/approved by the the Board of Directors (hereinafter referred 2. To declare dividend for the year ended on to as “the Board” which term shall be deemed to March 31, 2011. include the Remuneration/Compensation 3. To appoint a Director in place of Mr. C. L. Jain, Committee constituted by the Board) from time to who retires by rotation and, being eligible, offers time. himself for re-appointment. 4. To appoint a Director in place of Mr. P. K. Mohapatra, RESOLVED FURTHER THAT pursuant to Section who retires by rotation and, being eligible, offers II of Part II of Schedule XIII and other applicable himself for re-appointment. provisions of the said Act, if any, and subject to such approvals as may be necessary, the Company 5. To appoint a Director in place of Mr. Dilip Sen, may pay Mr. Ajit Singh Chouhan, Managing who retires by rotation and, being eligible, offers Director, the remuneration specified supra, as himself for re-appointment. minimum remuneration in case the Company has 6. To appoint Auditors and to fix their remuneration no profits or its profits are inadequate during and in this regard to consider and, if thought fit, to any of the financial years during his tenure as pass with or without modification(s), the following Managing Director. resolution as an Ordinary Resolution: “RESOLVED THAT M/s. Lovelock & Lewes, RESOLVED FURTHER THAT the Board be and Chartered Accountants, be and are hereby is hereby authorised to increase, vary, amend the re-appointed as Statutory Auditors of the Company, remuneration and other terms of appointment as to hold office from the conclusion of this Annual deemed expedient or necessary during the tenure of General Meeting until the conclusion of the next Mr. Ajit Singh Chouhan as Managing Director or Annual General Meeting of the Company on such as may be prescribed by the authorities giving their remuneration as fixed by the Board of Directors of sanction or approval. the Company.” SPECIAL BUSINESS: RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is 7. To consider and, if thought fit, to pass with or hereby authorized to do all such acts, deeds, matters without modification(s) the following resolution as and things as it may in its absolute discretion a Special Resolution: deem necessary, proper or desirable and to settle “RESOLVED THAT pursuant to the provisions of any questions or doubts that may arise in this Section 198, 269, 309, 310, 311 read with Schedule regard.” 2 NOTES: against their respective depository accounts will be used by the Company for the payment of dividend. 1. A MEMBER ENTITLED TO ATTEND AND The Company or its Registrar and Share Transfer VOTE AT THE MEETING IS ENTITLED TO Agent cannot act on any request received directly APPOINT A PROXY TO ATTEND AND VOTE from the members holding shares in electronic form INSTEAD OF HIMSELF AND THE PROXY for any change of address and bank particulars or NEED NOT BE A MEMBER OF THE bank mandates. Such changes are to be COMPANY. THE PROXY FORM IN ORDER communicated only to the Depository Participant TO BE EFFECTIVE, MUST BE DEPOSITED of the members. AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS 8. Members holding shares in physical form are BEFORE THE COMMENCEMENT OF THE requested to notify the change, if any, in their address MEETING. and bank mandate details to the Registrar and Share Transfer Agent, Link Intime India Pvt. Ltd., C-13, 2. Members/proxies should bring duly filled attendance Pannalal Silk Mills Compound, L.B.S. Marg, slip sent herewith to attend the meeting. Bhandup (West), Mumbai 400 078. 3. The explanatory statement setting out material facts 9. Members who have not encashed their dividend concerning the Special Business mentioned under warrant for the previous years, may approach the Item No.7 of the Notice as required under Section Company or Registrar and Share Transfer Agent 173(2) of the Companies Act, 1956, is annexed and submit their claim for the said dividend. The hereto. amount of dividend remaining unclaimed for a 4. The details of Directors seeking re-appointment at period of seven (7) years shall be transferred to the the Annual General Meeting as required under Investor Education and Protection Fund as per the Clause 49 of the listing agreement is annexed hereto. provisions of Section 205C of the Companies Act, 1956. It may also be noted that once the unclaimed 5. The Register of Members and Share Transfer Books dividend is transferred to the Fund, as above, no of the Company will remain closed from Monday, claim shall lie in respect thereof. July 18, 2011 to Thursday, July 28, 2011 (both days inclusive). 10. Members are requested to bring their copy of the Annual Report to the Annual General Meeting. 6. The dividend, as recommended by the Board, if declared at the Annual General Meeting, will be 11. Members seeking any information on the Accounts paid on or after July 28, 2011 to those members are requested to write to the Company, which should whose names stand registered on the Company’s reach the Company atleast one week before the date Register of Members: of the Annual General Meeting so as to enable the Management to keep the information ready. Replies i) as beneficial owners as at the end of business will be provided only at the Annual General Meeting. hours on July 15, 2011 as per the list to be furnished by National Securities Depository By Order of the Board of Directors Limited and Central Depository Services (India) Limited in respect of shares held in Ankur Kumar dematerialized form. Head – Legal & Company Secretary ii) as members in the Register of Members of the Registered office: Company after giving effect to valid share RPG House transfers lodged with the Company, on or before 463, Dr. Annie Besant Road July 15, 2011. Worli, Mumbai 400 030 7. Members holding shares in electronic form are Place: Mumbai hereby informed that bank particulars registered Date: April 28, 2011 RPG Life Sciences Limited Annual Report 2010-11 3 Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 Item No.7 At the Annual General Meeting (AGM) held on is interested in the resolution. None of the other July 29, 2010, Mr. Ajit Singh Chouhan was appointed Directors are concerned or interested in this as Managing Director of the Company for a period of 3 resolution. years from April 9, 2010 to April 8, 2013. In view of This may be treated as an abstract as required under the onerous responsibilities and continuing challenges Section 302(1) of the Companies Act, 1956. on the Managing Director, the Remuneration/ Compensation Committee of the Board, subject to the By Order of the Board of Directors approval of the shareholders and the Central Ankur Kumar Government, if and when required, proposed to increase Head – Legal & Company Secretary the remuneration of Mr.