POLY MEDICURE LIMITED Board of Directors Key Executives Vishal Baid, Devendra Raj Mehta President (Corporate Business) Chairman Deepak Gupta Sr. VP (OPEX, HR & Admin) Dr. Sohan Raj Mohnot Independent Director V.K. Khera, V P (Operations) Jugal Kishore Baid J.K. Oswal, Director V P (Finance) Hemant Bhalla, Yeshwant Singh Choudhary A V P (Sales & Marketing) Independent Director H. V. Suresh, Prakash Chand Surana Sr. G M (R & D) Independent Director Auditors Dr. Shailendra Raj Mehta M/s Doogar & Associates Additional Director (w.e.f. 28th may 2012) New Delhi Himanshu Baid Bankers Managing Director State Bank of India Citibank N.A. Rishi Baid Executive Director Registrar & Share Transfer Agents MAS Services Limited, Company Secretary T-34, 2nd Floor, Sonia Singh Okhla Industrial Area, Phase-II, New Delhi-110020 Registered Office First Floor, 12, Sant Nagar, East of Kailash,New Delhi – 110065 Ph. 91-11-26481889, 26481893, 26481899 Fax : 91-11-26481894, 26481839 E-mail : [email protected] Website :www.polymedicure.com POLY MEDICURE LIMITED Contents 1 • Letter to Shareholders 2 • Notice of AGM 7 • Directors’ Report 17 • Report on Corporate Governance 29 • Auditors’ Report 32 • Financial Statements 59 • Auditors’ Report on Consolidated Financial Statements 60 • Consolidated Financial Statements • Statement pursuant to Section 212 of the Companies 85 Act, 1956 POLY MEDICURE LIMITED LETTER TO THE SHAREHOLDERS into realities, notwithstanding many challenges posed by the current global economic environment. I would like to appreciate the efforts of all the employees of the organization for taking the company to greater heights once again. This achievement would not have been possible without their whole hearted and unstinting efforts. I would also like to take this opportunity to thank all my colleagues on the board and all stakeholders like, share holders, banks, members of our supply chain and Dear Valued Shareholders, business partners for continued commitment and support. I gratefully acknowledge the confidence and It gives me immense pleasure to share with you faith reposed by the Shareholders in the Board and the another year of impressive performance by the Management Team has been inspiring the Company to Company. take on more challenges. Buffeted by global slowdown, India’s growth estimates Devendra Raj Mehta have moderated, but the long term perspective is still Chairman reassuring because our economy’s fundamentals remain strong. The demand for medical devices is New Delhi expected to remain buoyant on account of factors like, Date: 31st July, 2012 increasing life expectancy, spread of health consciousness, medical insurance and growing health care initiatives by the Government. Your Company’s total income increased from ` 170.06 crore to ` 209.54 crore during the year, registering a healthy growth of 23.21%. Likewise, EBIDTA expanded to ` 45.77 crore as against ` 36.66 crore during the year, which translates into an increase of 24.85%. The improvement in operational profitability has been possible mainly due to adoption of various waste control and cost cutting measures and contribution from expansion and diversification projects undertaken in earlier years. In the year under review, the Company has further strengthened its competitive capabilities to deliver more consistent growth. The fundamentals of the Company are robust and remain the source of confidence for future. The aspirations of our management team and dedicated employees remain high and we will continue to formulate policies and to translate those aspirations 1 POLY MEDICURE LIMITED NOTICE from a member signifying his intention to propose him as a candidate for the office of the director, be and is Notice is hereby given that the 17th ANNUAL GENERAL hereby appointed as a Director of the Company liable MEETING of the members of “Poly Medicure Limited” to retire by rotation. will be held on Friday, the 28th September, 2012 at 10:00 a.m at NCUI Auditorium, 3, Siri Institutional Place: New Delhi By order of the Board of Directors Area, August Kranti Marg, New Delhi- 110016, to Date: 31st July, 2012 For Poly Medicure Limited transact the following business: Ordinary Business 1. To receive, consider and adopt the Audited Balance Registered Office: Sonia Singh Sheet of the Company as at 31st March, 2012, the First Floor, 12 Company Secretary Statement of Profit and Loss for the year ended on Sant Nagar, East of Kailash that date and the Report of the Directors and New Delhi – 110065 Auditors thereon. Notes: 2. To declare dividend on Equity Shares for the st financial year ended on 31 March, 2012. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT 3. To appoint a Director in place of Dr. Sohan Raj THE MEETING, IS ENTITLED TO APPOINT ONE OR Mohnot, who retires by rotation, and being eligible, MORE PROXIES TO ATTEND AND VOTE INSTEAD OF offers himself for re-appointment. HIMSELF/HERSELF AND THE PROXY NEED NOT BE A 4. To appoint a Director in place of Shri Prakash Chand MEMBER OF THE COMPANY. PROXIES IN ORDER Surana, who retires by rotation, and being eligible, TO BE EFFECTIVE MUST BE LODGED AT THE offers himself for re-appointment. REGISTERED OFFICE OF THE COMPANY NOT LESS 5. To appoint M/s Doogar & Associates, Chartered THAN 48 HOURS BEFORE THE COMMENCEMENT Accountants (Regn No. 000561N) as Statutory OF THE MEETING. Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the 2. Members/Proxies should produce the enclosed conclusion of the next Annual General Meeting and attendance slip duly filed in and signed in to fix their remuneration. accordance with the specimen signature registered with the Company for attending the meeting and Special Business also bring their copy of the Annual Report. 6. Appointment of Dr. Shailendra Raj Mehta as a 3. Corporate Members intending to send their Director of the Company. authorized representatives, are requested to send duly certified copy of the Board Resolution To consider and if thought fit, to pass with or without authorizing their representative to attend and vote modification(s), the following Resolution as an at the Annual General Meeting so as to reach the Ordinary Resolution: Company on or before Friday, 28th September, RESOLVED THAT Dr. Shailendra Raj Mehta who was 2012. appointed as an additional Director of the Company by 4. The Register of Members and Share Transfer Books the Board of Directors under Article 78 of the Article of the Company will remain closed from Monday, of Association of the Company with effect from th th th the 17 September, 2012 to Friday, the 28 Monday, the 28 May, 2012 and who holds office September, 2012 (both days inclusive). under the said Article and pursuant to Section 260 of the Companies Act, 1956 (“the Act”) upto the date of 5. The Register of Directors shareholding, maintained this Annual General Meeting, and who is eligible for under Section 307 of the Companies Act, 1956, will re-appointment under the relevant provisions of the be available for inspection by the members at the Companies Act, 1956 (“the Act”), and in respect of AGM. whom the Company has received a Notice in writing 2 POLY MEDICURE LIMITED 6. The Register of Contracts, maintained under Section 12. The Securities and Exchange Board of India (SEBI) 301 of the Companies Act, 1956, will be available has mandated the submission of Permanent for inspection by the members at the Registered Account Number (PAN) by every participant in Office of the Company. Securities Markets. Members holding shares in electronic form are, therefore requested to submit 7. An Explanatory Statement pursuant to Section PAN to their Depository Participants with whom 173(2) of the Companies Act 1956, relating to the they are maintaining their demat accounts. Special Business to be transacted at the ensuing Members holding shares in physical form can Annual General Meeting is annexed hereto. submit their PAN details to the Company/Registrar 8. Dividend on Equity Shares as recommended by the and Transfer Agents viz. M/s Mas Services Limited. Board, if approved, at the ensuing Annual General 13. It will be appreciated if the queries, if any, regarding Meeting will be paid to those Members whose accounts and operations of the Company may be names appear on the Company’s Register of sent ten days before the date of the Meeting. Members as on Monday, 17th September, 2012. The dividend in respect of Shares held in electronic 14. Members holding shares in physical form are form, will be paid to the beneficial owner of Shares requested to notify changes in their particulars, whose name appear in the list furnished by the quoting their folio numbers to the Registrar and Depositories viz. National Securities Depository Transfer Agent of the Company i.e. MAS Services Limited (NSDL) and Central Depository Services Limited, having office at T-34, 2nd Floor, Okhla (India) Limited (CDSL). Industrial Area, Phase-II, New Delhi-110020 and those who hold shares in demat form, to their 9. In case of joint holders attending the meeting, only Depository Participant (DP) with whom de-mat such joint holder who is higher in the order of accounts are opened. names will be entitled to vote. 15. Since the Company’s shares are in the compulsory 10. The Company is concerned about the environment demat trading mode, to ensure better services and and utilization of natural resources in a sustained elimination of risk of holding Shares in physical way. The Ministry of Corporate Affairs (M.C.A.) vide form, we request to the shareholders holding its Circular Nos. 17/ 2011 and 18/2011 dated April shares in physical form to dematerialize their shares 21, 2011 and April 29, 2011 respectively have at the earliest. clarified that a Company would be deemed to have complied with the provisions of Section 53 and 16.