The document discusses the challenges faced by the pharmaceutical industry and the company in the past year. It summarizes key regulatory changes affecting the industry including new pricing policies for drugs and foreign direct investment rules. It notes the company faced a difficult year with cash flow issues due to macroeconomic conditions, currency fluctuations, and delays in debt repayment. Looking ahead, it emphasizes the need for compliance with global quality and regulatory standards to achieve sustainable long-term growth.

3. DearShareholders,
The year 2013-14 gave numerous booster injections to the overall pharmaceutical industry. There were significant developments
during the year that impacted the industry for the good, but also brought forward several challenges to be met. On the regulatory
front,thetwomajordevelopmentswereregardingthepricingpolicyandforeigndirectinvestment(FDI)inthepharmasector.
TheimplementationofthenewpricingpolicyledtodrugsbecomingcheaperinIndia.However,ontheotherhand,thedeeppricecuts
were also one of the prime reasons for the restricted growth (9.8% in 2013 from 16.6% in 2012) of the Indian Pharmaceutical sector
during the year. Another major decision was from the Government, of not lowering the existing 100% FDI policy in the pharmaceutical
companies to 49%, despite the concern hovering from past few quarters over the increased takeovers of Indian firms by foreign
companies. Besides these, the other regulatory challenges included delays in clinical trial approvals, uniform code for sales and
marketing practices and compulsory licensing that were to be dealt by various companies as per the impact. All of these did put up a
challengingenvironmentforallthecompaniesanddefinitelycalledforarevampinthewaybusinessisdonetoday.
Going forward, quality and regulatory concerns would lead to greater US FDA scrutiny's in future, demanding companies to step up
their quality and manufacturing compliances in line with the global guidelines. Also, regular updation with the changing regulatory
requirements in order to maintain the governance and compliance framework robust is a pre-requisite. Focused approach is required
toachieveasustainableandcompliantlongtermgrowth.
We as a company have strived during the year to gear up the undertaken financial restructuring coupled with working capital
management. This has been strenuous as the ongoing difficult global economic scenario has negatively impacted the demand of the
wellness products manufactured and marketed by the company. However, the company has been taking measures to combat the
prevalentconditionsandtapthemarketswiththenewandexistingrangeofproductsinordertomaintainitsmarketshare.
Unprecedented foreign exchange fluctuation and depreciation of emerging market currencies across the globe vis-a-vis the dollar has
further aggravated the liquidity issue for the company. Major customers of the company are from the emerging markets such as CIS,
South America, Asia and Africa. It has also led to increase in the debtors' realization period over the last 6 – 9 months; though in dollar
terms, debtors have actually come down due to the continuous efforts made by the company in their realization. This is where the
effortsarebeingmade,asitisthecoreofrunningthebusiness.
The downgrade in ratings by ICRA to “D” backed by the decline in company's share price and resultant inability of the company to
convert or redeem FCCBs, has created a negative sentiment due to which the company was unable to raise any fresh working capital
debtfromnewbanks,overthelasttwoandhalfyears.However,thecompanyisdedicatedlyputtingineffortsforasolutionthatwould
beinthebenefitofboththesides;companyaswellasthebondholders.
The faith of the investor fraternity in the company is reflected through the corpus under the fixed deposits of the company. The
company had maintained a track record of timely repayments as FD's were always considered as a debt taken for the growth of the
company.However,inthepastcoupleofmonthstherehavebeendelaysintherepaymentstothefixeddepositholdersduetoastrong
cash flow mismatch largely due to the reasons chalked above. We very well acknowledge the anxiety of the investors and are taking all
measures towards rationalizing this situation; considering it as our top priority as we have always valued our investors who have been
withusthroughthickandthin.
The various factors elaborated above led to a challenging year for the Company with the major setback being the cash flow mismatch
that messed the targets set, diverting attention towards the rectification of the same. This was however in tandem with continued
focus on business development to achieve differentiation, accelerating product development to the optimum level, creating tangible
values for customers, identifying core activities, applying game-changing strategies, creating new business models and pursuing
opportunistic investments. We stand by our capability to capture the demand growth from our key emerging markets; expecting
gradual turn around in the overall macro environment which would be a challenge to sustainability and growth but definitely not
unachievable.
Our motive continues to be the sustainability and overall growth of the company in the benefit of its shareholders and the
stakeholders. We as a company are confident that we shall have your trust and co-operation reposed in us. As always I retain my
gratitudetowardstheBoardofDirectorsfortheirsteadysupportandguidance.
From The Chairman's Desk
Your's truly
Shashikant Patel
Chairman & Managing Director

4. Contents
Notice
Directors' Report
Management Discussion and Analysis
Corporate Governance Report
Auditors' Certificate on Corporate Governance
Certificate from CEO & CFO
Auditors' Report
Balance Sheet
Profit and Loss Account
Notes on Financial Statements
Cash Flow Statement
Consolidated Financial Statements 49
35
34
33
32
29
28
27
20
13
08
01
Proxy form 69
Corporate Information
CHAIRMAN &
MANAGING DIRECTOR
Mr. Shashikant Patel
WHOLE-TIME DIRECTOR &
CHIEF EXECUTIVE OFFICER
Mr. Chirag Patel
DIRECTOR
DR. G.N. Qazi
CA Pramod Shrivastava
COMPANY SECRETARY
Ms. Khushboo Kothari
REGISTRAR & TRANSFER AGENT
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound,
LBS Marg, Bhandup (West), Mumbai-78
AUDITORS
N.P. Gandhi & Co.
Chartered Accountants
BANKERS
Bank of Baroda
IDBI Bank Limited
Exim Bank
State Bank of India
Punjab National Bank
Allahabad Bank
REGISTERED OFFICE
A.B. Road,Manglia-453-771,
Distt. Indore (M.P.)
CORPORATE OFFICE
Sabnam House, Ground Floor
Plot No. A/15-16, Central Cross Road
B, Andheri (East), Mumbai-400 093
ADMINISTRATIVE OFFICE
37, Industrial Estate, Pologround,
Indore-452-015 (M.P.)
MISSION
To create a 'Global Healthcare'
brand identity synonymous with
Nurturing Healthcare, Eternal
Values, Strong Ethics and Global
Quality of highest standards in
Pharmaceuticals, Nutraceuticals
and allied Healthcare Products.

5. NOTICE is hereby given that the Twenty First Annual General Meeting of the whether movable or immovable or stock-in process and debts, advances
th
Plethico Pharmaceuticals Limited will be held on Friday, 26 day of December, notwithstanding that the sum or sums of moneys so borrowed together
2014 at 10.00 A.M. at the registered office of the Company situated at A.B. with moneys, if any, already borrowed by the Company (apart from the
Road,Manglia–453771,Dist.Indore(M.P.)totransactthefollowingbusiness: temporary loans obtained from the Company's bankers in the ordinary
course of business) may exceed the aggregate of the paid up capital of theORDINARYBUSINESS
Company and its free reserves which have not been set apart for any
1. To receive, consider and adopt the Audited Statement of Profit and Loss specific purpose, provided that the total amount upto which the moneysst st
for the 15 months period from 1 January, 2013 to 31 March, 2014 and may be borrowed shall not exceed ` 2000 crores (Rupees Two Thousand
the Balance Sheetas at that date togetherwith the reports of the Board of Croresonly)atanypointoftime.”
DirectorsandAuditorthereon.
7. To consider and if thought fit, to pass with or without modification(s) the
2. ToappointadirectorinplaceofMr.ShashikantPatel(DIN-00199120),who followingresolutionasaSpecialResolution:
retiresbyrotationandbeingeligibleoffershimselfforre-appointment.
"RESOLVED THAT in supersession of the resolution(s) passed under
3. To consider and if thought fit, to pass, with or without modification, the Section 293(1)(a) of the Companies Act, 1956 and pursuant to the
followingresolutionasanOrdinaryResolution:- provisions of Section 180(1)(a) and other applicable provisions, if any, of
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and the Companies Act, 2013 (including any statutory modification(s) or re-
other applicable provisions of the Companies Act, 2013, if any and the enactment thereof for the time being in force), the consent of the
Rules framed thereunder, as amended from time to time, M/s N.P.Gandhi Company be and is hereby accorded to the Board of Directors of the
& Co., Chartered Accountants (ICAI Firm Registration No. 116574W) be Company (hereinafter called the "Board", which term shall be deemed to
and is hereby re-appointed as the Statutory Auditors of the Company to include person(s) authorized and/or committee which the Board may
hold office from the conclusion of this Annual General Meeting (AGM) till have constituted or hereinafter constitute to exercise its powers including
the conclusion of Twenty Fourth AGM of the Company to be held in the the powers conferred by this Resolution) to create mortgage, and /or
year2017(subjecttoratificationoftheirappointmentateveryAGM). charge (in addition to the mortgages/charges previously created) all or
any of the immovable and movable properties of the Company, whereverRESOLVED FURTHER THAT the Statutory Auditors be paid such
situate,bothpresentandfutureorthewholeorsubstantiallythewholeofremuneration as recommended by the Audit Committee and as may be
the undertaking or undertakings of the Company, in such form and in suchmutually agreed upon between the Board of Directors of the Company
manner and on such terms and conditions as the Board may think fit, inand the Statutory Auditors, plus reimbursement of out of pocket
favour of the Company's lenders / agents / trustees in order to secureexpenses.”
borrowings availed/to be availed by the Company, in the course of
SPECIALBUSINESS
business or for securing any loans and/or advances already obtained by
4. To consider and if thought fit, to pass with or without modification(s) if the Company or others, from the Financial Institutions/Banks/ Insurance
any,thefollowingasanOrdinaryResolution: Companies/ Other Bodies Corporate or person or persons upto a sum not
exceeding`2000.00Crores(Rs.TwoThousandCroresonly)atanypointof“RESOLVED THAT pursuant to the provisions of Sections 149,152 and
time.other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and
the Rules framed thereunder as read with Schedule IV to the Act, as RESOLVED FURTHER THAT the Board be and is hereby authorized to
amended from time to time, Dr.G.N.Qazi (DIN: 00707653), an finalise the terms and conditions of such creation of mortgage and/or
independent Director of the Company, who has submitted a declaration chargeandtodoallsuchacts,deedsandthingsasmaybenecessary,usual
that he meets the criteria for independence as provided in Section 149(6) or expedient for giving effect to this Resolution and also agree to any
of the Act and who is eligible for appointment, be and is hereby appointed amendmentstheretofromtimetotimeasitmaythinkfit.”
as an Independent Director of the Company to hold office for a term upto
8. To consider and if thought fit, to pass with or without modification(s), ifst
five consecutive years commencing from 1 April,2014, not liable to retire
any,thefollowingResolutionasaSpecialResolution:
byrotation.”
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 & 203
5. To consider and if thought fit, to pass with or without modification(s) if
and other applicable and related provisions of the Companies Act, 2013
any,thefollowingasanOrdinaryResolution:
(“the Act”), read with Schedule V of the Act and The Companies
“RESOLVED THAT pursuant to the provisions of Sections 149,152 and (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as
other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and may be applicable (including any statutory modification or re-enactment
the Rules framed thereunder as read with Schedule IV to the Act, as thereof for the time being in force) and subject to the approval of the
amended from time to time, CA PramodShrivastava (DIN: 01023565), an CentralGovernment(MinistryofCorporateAffairs,NewDelhi),consentof
independent Director of the Company, who has submitted a declaration the shareholders of the Company be and is hereby accorded for re-
that he meets the criteria for independence as provided in Section 149(6) appointment of Mr. Shashikant Patel (DIN:00199120) as Managing
st
of the Act and who is eligible for appointment, be and is hereby appointed Director for a period of 3 years with effect from 1 April, 2014 on the terms
as an Independent Director of the Company to hold office for a term upto andconditionsasmentionedintheExplanatoryStatementannexedtothe
st
five consecutive years commencing from 1 April,2014, not liable to retire Notice.
byrotation.”
RESOLVED FURTHER THAT the terms and conditions of the appointment
6. To consider and if thought fit, to pass with or without modification(s) the of the Mr. Shashikant Patel(DIN:00199120), Managing Director may be
followingresolutionasaSpecialResolution: alteredorvariedfromtimetotimebytheBoard(hereinafterreferredtoas
“the Board” which term shall be deemed to include Nomination“RESOLVED THAT in supersession of the resolution passed at the Extra-
th
&Remuneration Committee of the Board) as it may in its discretion deemsOrdinary General Meeting of the Company held on 5 April, 2013 and
fit within the maximum amount payable to Managing Director under thepursuant to the provisions of Section 180(1)(c) and all other applicable
Act.”provisions, if any, of the Companies Act, 2013, consent of the
Shareholders be and is hereby accorded to the Board of Directors of the 9. To consider and if thought fit, to pass with or without modification(s), if
Company (hereinafter called the "Board", which term shall be deemed to any,thefollowingResolutionasaSpecialResolution:
include person(s) authorized and/or committee which the Board may
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 & 203
have constituted or hereinafter constitute to exercise its powers including
and other applicable and related provisions of the Companies Act, 2013
the powers conferred by this Resolution) for borrowing any sum or sums
(“the Act”), read with Schedule V of the Act and The Companies
of moneys for and on behalf of the Company, from time to time from any
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, as
one or more persons, firms, bodies corporate, bankers, financial
may be applicable (including any statutory modification or re-enactment
institutions, or from others by way of advances, deposits, loans or
thereof for the time being in force) and subject to the approval of the
otherwise and whether unsecured or secured by mortgage, charge,
CentralGovernment(MinistryofCorporateAffairs,NewDelhi),consentof
hypothecation or lien or pledge of the Company's assets and properties,
NOTICE
01

6. the shareholders of the Company be and is hereby accorded for re- their respective Depository Participants (DP) in order to get the same
appointment of Mr. Chirag Patel (DIN:00199006) as Whole-Time Director registered.
st
& CEO for a period of 3 years with effect from 1 April, 2014 on the terms 11. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding
and conditions as mentioned in the Explanatory Statement annexed to the shares in physical form may file nomination in the prescribed Form SH-13
Notice. andforcancellation/variationinnominationintheprescribedFormSH-14
RESOLVED FURTHER THAT the terms and conditions of the appointment of with the Company's Registrar and Transfer Agent. In respect of shares held
the Mr. Chirag Patel (DIN:00199006), Whole-Time Director and CEO may in electronic / demat form, the nomination form may be filed with the
bealteredorvariedfromtimetotimebytheBoard(hereinafterreferredto respectiveDepositoryParticipant.
thas “the Board” which term shall be deemed to include Nomination 12. As per the Circular No. MRD/Dop/Cir-05/2009 dated 20 May, 2009 issued
&Remuneration Committee of the Board) as it may in its discretion deems by Securities and Exchange Board of India (SEBI), it is mandatory to quote
fitwithinthemaximumamountpayabletoWhole-TimeDirectorunderthe PAN for transfer of shares in physical form. Therefore, the transferee (s) is
Act.” required to furnish a copy of their PAN card to the Company/Registrar and
By Order of the Board of the Directors of ShareTransferAgentoftheCompanyforregistrationoftransferofshares.
Plethico Pharmaceuticals Limited 13. In compliance with the provisions of section 108 of the Companies Act,
2013 and Rule 20 of the Companies (Management and Administration)
Rules, 2014, the Company is pleased to provide members, the facility to
st
exercise their right to vote at the 21 Annual General Meeting by electronic
Khushboo Kothari means. The instructions in this behalf are attached and forms part of this
Notice.Company Secretary
th
14. Members are requested to preferably send their queries to the RegisteredMumbai,27 November,2014
Office 7 days before the date of Annual General Meeting to enable the
managementtokeeptherequiredinformationavailableatthemeeting.
15. The Relevant details as required by clause 49 of the Listing Agreement
entered with the Stock Exchanges, of person seeking appointment/re-
appointmentasDirectoroftheCompanyareannexedhereto.
16. In terms of provisions of Section 125(3) of the Companies Act, 2013, as
amended, the amount of dividend remaining unpaid or unclaimed is1. An Explanatory Statement pursuant to Section 102 of the Companies Act,
required to be transferred to the Investor Education and Protection Fund2013, relating to the Special Business to be transacted at the Meeting is
(IEPF) set up by the Government of India. In compliance of the same theannexedhereto
Companyhas transferredtheamountof dividendremainingunclaimedfor
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED the financial year 2005-06 to IEPF within prescribed time. The information
TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF for other financial year pertaining to date of declaration of dividend and
HIMSELF / HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE corresponding dates after which such unpaid or unclaimed dividends
COMPANY. wouldbetransferredtoIEPFaregivenasunder:
3. Pursuant to the provision of Section 105 of the Companies Act, 2013, a
person can act as proxy on behalf of members not exceeding fifty and
holdingintheaggregatenotmorethan10%ofthetotalsharecapitalofthe
Company carrying voting rights. Provided that member holding more than
10% of the total share capital of the Company carrying voting rights may
appoint a single person as proxy and such person shall not act as proxy for
anyotherpersonormember.
4. Proxies,inordertobeeffectiveshouldbedulystamped,completed,signed
and must be sent to the Company so as to receive at its registered office
notlaterthan48hoursbeforethecommencementofthemeeting.
5. Corporate members intending to send their authorized representatives to Please note that no claim shall lie against the Company or IEPF for such
attend the Meeting are requested to send to the Company a certified copy unclaimed dividend once such amount is transferred to IEPF. Members,
of the Board Resolution authorizing their representative to attend and whohavenotyetencashedtheirdividendwarrantsforanyoftheaforesaid
voteontheirbehalfattheMeeting. financial years, are therefore requested to contact the Company's
Registrar and Share Transfer Agents, M/s Link Intime India Private Limited,6. Members are requested to bring their attendance slip along with their
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai-400copyofannualreporttotheMeeting.
078,attheearliestforrevalidation.
7. IncaseofjointholdersattendingtheMeeting,onlysuchjointholderwhois
The Company has submitted with the MCA the List of Un-Paid Dividends ashigherintheorderofnameswillbeentitledtovote.
th
on the date of the last AGM i.e. 28 June, 2013 and the same has been also
8. The Register of Members and Share Transfer Books of the Company will
displayed in the Investor Section on the web-site of the company atth th
remain close from 17 December, 2014 to 19 December, 2014 (both days
www.plethico.com.
inclusive).
For faster communication and for supporting in full measure, a green
9. Relevant documents referred to in the accompanying Notice are open for
initiative taken by the Ministry of Corporate Affairs, allowing services of
inspection by the members at the Registered Office of the Company on all
notice/documents including Annual Report through e-mail, the
workingdays i.e.Monday to Friday between11.00a.m.and 1.00p.m.upto
shareholders holding shares in electronic form are requested to kindly
thedateofmeeting.
register/update their e-mail addresses with their respective depository
10. Shareholders holding shares in physical form are requested to intimate participants. The shareholders holding shares in physical form are
their change in address/Bank Mandate/National Electronic Clearing requested to register/update their email addresses with M/s Link Intime
Service (NECS) details, if any, to M/s Link Intime India Private Ltd., Registrar IndiaPrivateLimited,RegistrarandShareTransferAgentoftheCompany.
and Share Transfer Agent, C-13, Pannalal Silk Mills Compound, LBS Marg,
Bhandup (W) Mumbai-400078. Beneficial owners holding shares in
electronic form are requested to intimate their change in address/Bank
Mandate/National Electronic Clearing Service (NECS) details, if any, to
02
NOTES
2006-07 2.50 27.06.2008 26.07.2015 29702.50
2007-08 2.50 26.06.2009 25.07.2016 60556.00
2008-09 2.50 30.06.2010 29.07.2017 103080.00
2009-10 2.50 28.09.2011 27.10.2018 24473.00
Financial
Year
Dividend
per Share
Date of
declaration
Due date
for Transfer
Unpaid/
Unclaimed
Amount in `
ANNUAL REPORT 2014

7. Profile of Directors seeking appointment / re-appointment at the ANNEXURE TO THE NOTICE
Twenty First Annual General Meeting as stipulated under Clause 49 of
Explanatory statement in pursuant to the provisions of section 102 of the
theListingAgreementisasunder:
Companies Act, 2013 in respect to the special business
Dr.G.N.QAZI
ITEMNO.4&5
Dr. G.N.Qazi aged 68, has a Master's of Science (Biochemistry) degree and
The Company had, pursuant to the provisions of clause 49 of the Listing
a Ph.D. (Microbiology) from M.S. University Baroda, Gujarat and has more
Agreements entered with the Stock Exchanges, appointed Dr.G.N.Qazi
than 40 years research experience in the areas of Biochemistry and
and CA Pramod Shrivastava, as Independent Directors at various times, in
Microbial Biotechnology. He is currently Vice Chancellor of Hamdard
compliancewiththerequirementsoftheclause.
University, New Delhi and prior to that he was a Director of the Regional
In terms of Section 149, 152 and any other applicable provisions of theResearch Laboratory in Jammu Tawi, a constituent establishment of the
Companies Act, 2013 and read with rules under the CompaniesCouncil of Scientific and Industrial Research, New Delhi, a state body. He
(Appointment and Qualification of Directors) Rules, 2014 (including anyalsoholdslargenumberofmembershipsofvariouscommittees,societies,
statutory modification(s) or re-enactment thereof for the time being inacademies and professional bodies in the country. He is Chairman of the
force)and ScheduleIV of theCompanies Act,2013and incompliancewithDrugs and Pharmaceutical Research Programme of the Department of
the listing agreement as amended from time to time, Dr.G.N.Qazi and CAScience and Technology, Government of India, besides member of the
Pramod Shrivastava are proposed to be appointed as the IndependentScientific Advisory Committee of the Pharmacopoeia Commission of st
Director(s) for a term of five consecutive years commencing from 1 April,India. He is a Member of the AYUSH Pharmacopoeia Commission and
2014. Dr.G.N.Qazi and CA Pramod Shrivastava are already theChairman of Unani Pharmacopoeia Committee. He is also a Member of
Independent Director(s) of the Company under Clause 49 and alsoseveral Advisory Committees of the Government of India on Science and
satisfies the conditions of an Independent Director under the CompaniesTechnology including Public Private Partnership in Science and
Act, 2013. They are regularized as the Independent Director(s) underTechnology.
CompaniesAct,2013.
Dr. Qazi is acting as an independent Director of the Company since
nd As per the Companies Act, 2013, the Independent Director need not retire2 November,2006.
by rotation and can be appointed for 2 terms of 5 years. Under revised
Dr. Qazi and any other Directors of the Company do not have any inter se
Clause49of theListingAgreement,ifa person has completedmorethan 5
relationshipandisanIndependentDirectorintheBoard. st
years, he can be appointed for one term of 5 years from 1 October, 2014.
Dr. Qazi, does not hold any Equity shares in the Company. He is a member Dr.G.N.Qazi and CA Pramod Shrivastava would have retired at an Annual
of the Audit Committee, Share Transfer and Shareholders/Investors General Meeting of the Company. But, this provision no longer applies to
Grievance Committee, Securities Issue and Allotment Committee and the independent directors as per new Companies Act, 2013. Therefore,
RemunerationCommitteeoftheCompany. these are not the cases of appointment of new Independent Directors. In
view of the above, special notice and deposit of requisite amount are notDr. Qazi does not hold any Directorships and Committee memberships of
requiredtobepaid.anyotherCompanies.
Dr.G.N.Qazi and CA Pramod Shrivastava, Non-Executive Independent
Directors of the Company, have given the declaration to the Board that
CA.PramodKishoreShrivastava
they meet the criteria of independence as provided under section 149(6)
CA Pramod Kishore Shrivastava is a post graduate in economics and Fellow oftheAct.
member of the Institute of Chartered Accountants of India. Within a short
In the opinion of the Board, each of these director fulfill the conditions
span, he was exposed to international trade financing and treasury
specified in the Act and the Rules framed thereunder for appointment as
operations. He has extensive experience in the field of arrangement of
IndependentDirectorsandtheyareindependentofthemanagement.
foreign Funding. He has expertise in trade finance, forex, investments and
In compliance with the provisions of Section 149 read with Schedule IV ofvariousbankingoperations.Healsohasgoodexposuretothesettingupof
the Act, the appointment of these directors as Independent Directors area wholly-owned subsidiaries or joint ventures of an Indian company
nowbeingplacedbeforetheMembersfortheirapproval.abroad.
The terms and conditions of appointment of the above Directors shall beMr. Shrivastava is acting as an independent Director of the Company since
th
open for inspection by the Members at the Registered Office of the29 November,2006.
Companyduringallworkingdaysi.e.MondaytoFriday.
Mr. Shrivastava and any other Directors of the Company do not have any
Dr.G.N.Qazi and CA Pramod Shrivastava are interested in the resolutionsinterserelationship.
set out respectively at Item Nos. 4 & 5 of the Notice with regard to their
Mr. Shrivastava, does not hold any Equity shares in the Company. He is a
respectiveappointments.
member of the Audit Committee, Securities issue and allotment
TherelativesofDr.G.N.QaziandCAPramodShrivastavamaybedeemedtoCommittee, QIP Committee, Share Transfer and Shareholders/ Investors
be interested in the resolutions set out respectively at Item Nos. 4 & 5 ofGrievancecommitteeandRemunerationCommitteeoftheCompany.
the Notice, to the extent of their shareholding interest, if any, in the
Mr. Shrivastava holds directorship in M/s Agarwal Real City Private Limited
Company.
butdoesnotholdanyCommittee'smembershipsofanyotherCompanies.
Save and except the above, none of the other Directors / Key Managerial
Personnel of the Company / their relatives are, in any way, concerned or
Mr.ShashikantPatel& Mr.ChiragPatel interested,financiallyorotherwise,intheseresolutions.
For brief resume and other information, please refer Explanatory Their brief resume and other particulars have been given above under the
Statementannexedthereto. heading'ProfileofDirectorsseekingappointment/re-appointment'
ITEMNO.6
The members of the Company at their Extra-Ordinary General Meeting
th
held on 5 April, 2013 approved by way of an Ordinary Resolution under
Section 293(1)(d) of the Companies Act, 1956 borrowings over and above
the aggregate of paid up share capital and free reserves of the Company
provided that the total amount of such borrowings together with the
amounts already borrowed and outstanding at any point of time shall not
03

8. th
beinexcessof`2,000Crores(RupeesTwoThousandCroresonly). worth appreciating. The Board of Directors at its meeting held on 14
th February, 2014 re-appointed him as Managing Director of the CompanySection 180(1)(c) of the Companies Act, 2013 effective from 12 st
with effect from 1 April, 2014 for a period of three years on the terms andSeptember, 2013 requires that the Board of Directors shall not borrow
conditions,subjecttoapprovalofmembersandCentralGovernment.moneyinexcess oftheCompany'spaidupsharecapitalandfreereserves,
apart from temporary loans obtained from the Company's bankers in the However, in terms of the special resolution passed by the shareholders, in
ordinary course of business, except with the consent of the company case of loss or inadequacy of profits, the aforesaid remuneration shall be
accordedbywayofaspecialresolution. restricted to the limits as prescribed under Section II (B) of Part II of
Schedule XIII to the Companies Act, 1956. Since the Company hadIt is, therefore, necessary for the members to pass a Special Resolution st
incurred losses during the year ended 31 March, 2012 and looking intounder Section 180(1)(c) and other applicable provisions of the Companies
the financial positions of the Company, a minimum remuneration ofAct, 2013, as set out at Item No. 6 of the Notice, to enable to the Board of
`1,50,000/- p.m has been provided in compliance of Schedule XIII to theDirectors to borrow monies, provided that the total amount so borrowed st
Companies Act, 1956, during the 15 Months period ended 31 March,by the Board shall not at any time exceed `2000 crores in excess of and in
2014.addition to the paid up capital and free reserve of the Company for the
timebeing. In terms of Section II of Part II of Schedule V of the Companies Act, 2013,
where in any financial year during the currency of tenure of a managerialNone of the Directors and Key Managerial Personnel of the Company and
person, company has no profits or its profits are inadequate, it maytheir relatives is directly or indirectly concerned or interested in the
without Central Government approval, pay remuneration to theResolution.
managerial person not exceeding the prescribed limit, provided the
company has not made any default in repayment of any of its debts
ITEMNO.7 (including public deposits) or debentures or interest payable thereon for a
continuous period of thirty days in the preceding financial year before theThe Members of the Company at their Extra Ordinary General Meeting
th
dateofappointmentofsuchmanagerialperson.held on 27 June, 2008 has authorized Board of Directors to create
st
mortgage or charge on the immovable and movable properties of the During the 15 Months period ended 31 March, 2014, the Company
CompanyunderSection293(1)(a)oftheCompaniesAct,1956. reported losses of ` 87.32 Mn. on standalone basis, due to the economic
environment and demand contraction, inadequacies of working capitalAs per Section 180 of the Companies Act, 2013 ("the Act"), notified as on
th
and cessation of activities owing to unviable market condition and severe12 September, 2013, the powers of the Board are required to be
cash crunch and also made default in repayment of its debts (includingexercised only with the consent of the Company by a Special Resolution.
public deposits) or interest payable thereon for a continuous period ofThe Ministry of Corporate Affairs ("MCA") has vide its General Circular No.
th
thirty days in the preceding financial year before the date of appointment4/2014 dated 25 March, 2014 clarified that the Ordinary Resolution
ofMr.ShashikantPatelasManagingDirectoroftheCompany.passedunderSections293oftheCompaniesAct,1956wouldbesufficient
complianceofSection180oftheActforaperiodofoneyearfromthedate Considering the role and the important contributions made by the him for
ofnotificationofSection180oftheAct. the growth of the Company and also taking into account similar sized
th
industries in India, the Board of Directors at their meeting held on 14The Company has been availing various Working Capital facilities, Term
February, 2014 has approved the re-appointment of Shri Shashikant PatelLoans and other Borrowings from the Financial Institutions/ Banks/
as Managing Director of the Company for a period of three years and to fixInsurance Companies/ Other Bodies Corporate or person or persons. The
the remuneration as per the provisions of the Companies Act, 2013, whensame is secured by way of First / Second Charge on the movable /
notified.immovableassetsoftheCompany.
The Board of Directors on recommendation of Nomination andFurther,inordertomeetthecostofexpansion,diversificationandtomeet
Remuneration Committee (erstwhile “Remuneration Committee”), atgrowing requirement of working capital, the consent of the members is
th
their meeting held on 28 May, 2014, has approved the payment ofbeing sought to authorize the Board to create mortgage and/ or charge to
minimum remuneration of `60,00,000 p.a. in terms of Section II of Part IIthe extent of ` 2000.00Crores (Rs. Two Thousand Crores only) in line with
of Schedule V of the Companies Act, 2013 on the basis of followingthe borrowing limit of ` 2000.00 Crores as proposed for the approval u/s
remuneration and perquisites and other benefits, subject to approval by180(1)(c)oftheCompaniesAct,2013inItemNo.6ofthenotice.
the Board of Directors and shareholders as well as the Central
Accordingly consent of members by way of Special Resolution is required
Government.
under Section 180(1)(a) and other applicable provisions of the Companies
Act,2013,assetoutatItemNo.7oftheNotice.
SALARY:The Board recommends the Special Resolution at Item No. 7 for approval
ofthemembers. Minimum Remuneration of ` 5,00,000 per month in the event of
inadequateofprofitorabsenceofprofit.None of the Directors and Key Managerial Personnel of the Company and
their relatives is directly or indirectly concerned or interested in the If the profit is adequate then the Board to review and increase the same
Resolution. from time to time upto a maximum of `34,00,000 per month during the
tenureoftheManagingDirector.
ITEMNO.8
ALLOWANCES&PERQUISITES:Mr. Shashikant Patel is the founder promoter and is recognized as key
assets for the growth and success of the Company. He is having rich a) Fully furnished residential accommodation. Where no
experience in the field of pharmaceutical industry. Mr. Shashikant Patel accommodation is provided by the Company, suitable house rent
has played a lead role in formulating the Company's strategy and has been allowance in lieu thereof may be paid. The expenses on furnishings,
actively involved in marketing and sales and overall management of the gas, electricity, water and other utilities shall be borne by the
Company since its inception. Under his leadership, the Company has Company.
grown leaps and bounds in terms of leadership position in the core
b) Reimbursementofallmedicalexpensesincurredforselfandfamily.
business activities of the Company. Considering the recommendation of
c) LeaveTravelassistanceforselfandfamilyasperCompanyrules.the Nomination and Remuneration Committee of the Independent
Directors, the Board of Directors holds the view that his expert knowledge d) Fees of maximum of two clubs, which will include admission and life
andvisionwillhelptheCompanytotideoverthepresentdifficultsituation membershipfees.
and to flourish its business. He has contributed to a great extent for the e) Personal accident insurance, premium whereof does not exceed
success of the Company. Contributions of him in previous tenure are `25,000perannum.
04
ANNUAL REPORT 2014

9. f) Acarwithdriverforofficialpurpose. `1,50,000 p.m has been provided in compliance of Schedule XIII to the
st
Companies Act, 1956, during the 15 Months period ended 31 March,g) Telephones (including Mobile phones), fax and other communication
2014.facilities at residence for official purpose. All personal usage will be
chargedtohisaccount. In terms of Section II of Part II of Schedule V of the Companies Act, 2013,
where in any financial year during the currency of tenure of a managerialh) Gratuity at rate not exceeding half a month's salary for each
person a company has no profits or its profits are inadequate, it maycompleted year of service, and Provident Fund as applicable to senior
without Central Government approval, pay remuneration to theemployees.
managerial person not exceeding the prescribed limit, provided the
i) Leave at the rate of one month for every eleven month's of service.
company has not made any default in repayment of any of its debts
Leavenotavailedofmaybeencashed.
(including public deposits) or debentures or interest payable thereon for a
j) Education Allowance for the education of his children not exceeding continuous period of thirty days in the preceding financial year before the
`25,000perannumperchild. dateofappointmentofsuchmanagerialperson.
st
k) Exgratia–Onemonthbasicperannum During the 15 Months period ended 31 March, 2014, the Company
reported losses of `87.32 Mn. on standalone basis, due to the economicFamily for the above purpose means wife, dependent children and
environment and demand contraction, inadequacies of working capitaldependentparentsoftheManagingDirector.
and cessation of activities owing to unviable market condition and severe
For the purpose of computation of the ceiling on remuneration, the
cash crunch and also made default in repayment of its debts (including
followingperquisitesshallnotbeincluded.
public deposits) or interest payable thereon for a continuous period of
Gratuity at the rate not exceeding half month's salary for each completed thirty days in the preceding financial year before the date of appointment
year of service and encashment of leave at the end of the tenure. of Mr. ChiragPatel as Whole Time Director & Chief Executive Officer of the
Contributiontowardsprovidentfundasapplicabletosenioremployees. Company.
Mr. Shashikant Patel is a director of Plethico Laboratories Private Limited, Considering the role and the important contributions made by the him for
India, Plazma Laboratories Private Limited, India, Rezcom Realty Private the growth of the Company and also taking into account similar sized
thLimited, India, Plethico Global Holdings B.V., Netherlands, Plethico US industries in India, the Board of Directors at their meeting held on 14
Holdings Kft, Hungry, Natrol Global Fz LLC UAE, Plethico International February, 2014 has approved the re-appointment of Mr. Chirag Patel as
Limited,UAE. Whole Time Director & Chief Executive Officer of the Company for a
period of three years and to fix the remuneration as per the provisions ofMr.ShashikantPatelisneitheramemberofanycommitteeoftheBoardof
theCompaniesAct,2013,whennotified.DirectorsoftheCompanynorinanyotherIndianCompany.
The Board of Directors on recommendation of Nomination andMr. Shashikant Patel holds 24315710 Equity shares consisting 71.38% of
st
Remuneration Committee(erstwhile “Remuneration Committee”), atthetotalpaidupcapitaloftheCompanyason31 March,2014.
th
their meeting held on 28 May, 2014, has approved the payment ofThe re-appointment of Mr. Shashikant Patel, as Managing Director of the
minimum remuneration of `60,00,000 p.a. in terms of Section II of Part IICompany is in accordance with the provisions of the Companies Act, 2013
of Schedule V of the Companies Act, 2013 on the basis of followingand requires approval of shareholders' and Central Government. The
remuneration and perquisites and other benefits, subject to approval byBoard of Directors recommends the proposed resolution for your
the Board of Directors and shareholders as well as the Centralapproval.
Government.
The Explanatory Statement together with the accompanying Notice
should be treated as an abstract of the contract of re-appointment of the
SALARY:Managing Director in terms of the provisions of sub-section (1) of Section
190oftheCompaniesAct,2013. Minimum Remuneration of `5,00,000 per month in the event of
inadequateofprofitorabsenceofprofit.None of the Directors or Key Managerial Personnel of the Company or
their relatives except, Mr. Shashikant Patel, Mr. Chirag Patel and their If the profit is adequate then the Board to review and increase the same
relativesmaybedeemedtobeconcernedorinterestedinthisresolution. from time to time upto a maximum of ` 17,00,000 per month during the
tenureoftheWhole-TimeDirector.
ITEMNO.9
ALLOWANCES&PERQUISITES:Mr. Chirag Patel is having more than 17 years of experience working in the
globalpharmaceuticalindustry.HeisresponsiblefortheCompany'sbrand a) Fully furnished residential accommodation. Where no
building and its entry into the consumer healthcare business. He is also accommodation is provided by the Company, suitable house rent
responsible for the Company's international operations being conducted allowance in lieu thereof may be paid. The expenses on furnishings,
in more than 50 countries with significant presence in US, CIS, Africa and gas, electricity, water and other utilities shall be borne by the
GCC. Considering the recommendation of the Nomination and Company.
Remuneration Committee of the Independent Directors, the Board of
b) Reimbursementofallmedicalexpensesincurredforselfandfamily.
Directors holds the viewthat his expert knowledge and vision will help the
c) LeaveTravelassistanceforselfandfamilyasperCompanyrules.Company to tide over the present difficult situation and to flourish its
business. He has contributed to a great extent for the success of the d) Fees of maximum of two clubs, which will include admission and life
Company.Contributionsofhiminprevioustenureareworthappreciating. membershipfees.
th
The Board of Directors at its meeting held on 14 February, 2014 re-
e) Personal accident insurance, premium whereof does not exceed
appointed him as Whole Time Director & Chief Executive Officer of the
`25,000perannum.st
Company with effect from 1 April, 2014 for a period of three years on the
f) Acarwithdriverforofficialpurpose.terms and conditions, subject to approval of members and Central
Government. g) Telephones (including Mobile phones), fax and other communication
facilities at residence for official purpose. All personal usage will beHowever, in terms of the special resolution passed by the shareholders, in
chargedtohisaccount.case of loss or inadequacy of profits, the aforesaid remuneration shall be
restricted to the limits as prescribed under Section II (B) of Part II of h) Gratuity at rate not exceeding half a month's salary for each
Schedule XIII to the Companies Act, 1956. Since the Company had completed year of service, and Provident Fund as applicable to senior
st
incurred losses during the year ended 31 March, 2012 and looking into employees.
the financial positions of the Company, a minimum remuneration of i) Leave at the rate of one month for every eleven month's of service.
05

10. Leavenotavailedofmaybeencashed. Mr. Chirag Patel holds 7,84,000 equity shares aggregating to 2.30% of the
st
paid-upcapitaloftheCompanyason31 March,2014.j) Education Allowance for the education of his children not exceeding
`25,000perannumperchild. The re-appointment of Mr. Chirag Patel as Whole Time Director & Chief
Executive Officer of the Company is in accordance with the provisions ofk) Exgratia–Onemonthbasicperannum
the Companies Act, 2013 and requires approval of shareholders' and
Family for the above purpose means wife, dependent children and
Central Government. The Board of Directors recommends the proposed
dependentparentsoftheManagingDirector.
resolutionforyourapproval.
For the purpose of computation of the ceiling on remuneration, the
The Explanatory Statement together with the accompanying Notice
followingperquisitesshallnotbeincluded.
should be treated as an abstract of the contract of re-appointment of the
Gratuity at the rate not exceeding half month's salary for each completed Whole-Time Director in terms of the provisions of sub-section (1) of
year of service and encashment of leave at the end of the tenure. Section190oftheCompaniesAct,2013.
Contributiontowardsprovidentfundasapplicabletosenioremployees.
None of the Directors or Key Managerial Personnel of the Company or
Mr.ChiragPatelisadirectorofPlethicoLaboratoriesPvt.Ltd.India,Plazma their relatives except, Mr. Chirag Patel, Mr. Shashikant Patel and their
Laboratories Pvt. Ltd. India, Plearc Limited India, Plethico Global Holding relativesmaybedeemedtobeconcernedorinterestedinthisresolution.
B.V., Netherlands, Plethico US Holdings Kft, Hungary, Plethico
The requisite details in respect of the Directors/Managerial person as
InternationalLimited,UAE,NatrolGlobalFzLLC,UAE.
required to be provided to the Shareholders of the Company in terms of
Mr. Chirag Patel is a member of Audit Committee, Shareholders/ Investor theprovisionsofScheduleVoftheCompaniesAct,2013arestatedbelow.
Grievance Committee, Securities Issue and Allotment Committee and QIP
CommitteeoftheBoardofDirectorsoftheCompany.
Statement pursuant to the provisions of clause (B) of Section II of Part II of Schedule V to the CompaniesAct, 2013 with respect to Item No. 8 & 9
(I) GENERAL INFORMATION
1. Nature of Industry Pharmaceuticals
2. Date or expected date of commencement of commercial production Not applicable -as the Company is an existing Company
3. In case of new Companies, expected date of commencement of activities Not applicable
as per project approved by financial institutions appearing in the prospectus
4. Financial performance of the Company: Financial Performance of the Company for the period ended
st
31 March, 2014
Total Income - ` 5686.04Mn.
Total Expenditure - ` 5037.33 Mn.
Net Loss Before Tax - ` 82.94 Mn.
Loss after Tax - ` 87.32 Mn.
5. Export performance and net foreign exchanges collaborations, if any Foreign Exchange earnings on FOB basis amounted to ` 4402.43 Mn.
as against foreign Exchange outgo for ` 3183.90 Mn. for the
st
15 months ended 31 March, 2014.
st
6. Foreign Investments or collaborators:- The details of Direct investment of the Company as on 31 March, 2014 are as under:
06
Name of the Entity Country of Incorporation Nature of Investment % of Holding Amount Invested (` in Mn.)
Plethico Global Holdings BV Netherlands Equity Shares 100% 3797.48
Plethico International Limited UAE Equity Shares 100% 2278.87
TOO Rezlov Ltd. Kazakhstan Equity Shares 45% 270.49
ICS Rezlon-MO SRL Moldova Equity Shares 45% 141.03
OOO Rezlov Ltd. Kyrghystan Equity Shares 45% 202.99
CISC Rezlov Russia Equity Shares 45% 81.47
SC Rezlov Ukraine Equity Shares 45% 159.77
Rezlov LLS Azerbaijan Equity Shares 45% 198.05
Tricon Holding FZE UAE Equity Shares 20% 935.44
(II) INFORMATIONABOUTAPPOINTEE
MR.SHASHIKANTPATEL
1. Backgrounddetails Mr. Shashikant Patel, aged 69, is the Chairman and Managing Director and a core promoter of the
Company since its incorporation. He has been associated with the pharmaceutical industry for
over 40 years. Mr. Shashikant Patel plays a lead role in formulating the Company's strategy and
has been actively involved in marketing and sales along with the overall management of the
Company since its inception. He holds a Bachelor of Science degree from Indore University,
MadhyaPradesh,India.
As a Chairman he provides a strategic direction to the Company. He has immense knowledge and
experience in international business, with domestic marketing and sourcing being his forte. It
was the year 1996 when Mr. Patel took charge of the domestic operations; and professionalized
the entire marketing outfit, bringing in the best talent available in the industry to take a quantum
jump. At that time, Plethico was a `450 mn company, which in a span of 18 years stands at a
ANNUAL REPORT 2014

11. commendable `16,000 mn under his guidance. He has been the driving force behind the
company's growth. The precedent set by infusion of his professional talent has till date been
followed where the management has divided the business into SBU's and each manager is
responsible for the set goals. He is efficiently assisted by the Whole-time Directors. The company
has consistently made profits, which clearly establishes the values nourished under his brilliant
leadership.
2. PastRemuneration ` 4,08,00,000p.a.
3. Recognitionsorawards Underhissplendidleadership,Company'sSEZunithasbeenawardedHighestExporterAwardfor
consecutiveSixyears
4. JobProfileandhissuitability As briefed above he is the key asset to the company and his contributions and directions are
inevitablyrequiredforthegrowthandsuccessoftheCompany.
5. RemunerationProposed `60,00,000 perannumand asstatedintheexplanatorystatementasabove.
6. Comparativeremunerationprofilewithrespectto Theproposedremunerationismuchbelowtheprevailingremunerationintheindustryofsimilar
industry,sizeofthecompany,profileofthe sizeforsimilarlyplacedpersons.
positionandperson
7. Pecuniaryrelationshipdirectlyorindirectlywith Mr.ShashikantPatelisaPromoterDirectorsandhasbeeninstrumentalinbringingsignificant
theCompany,orrelationshipwiththe growthinthevolumeofbusinesssinceinception.Hehaspecuniaryrelationshipwiththe
managerialperson.Ifany Company in his capacity as Managing Director and Promoters. Mr. Shashikant Patel is related to
Mr.ChiragPatel,WholeTimeDirector&CEO.
MR.CHIRAGPATEL
1. Backgrounddetails Mr. Chirag Patel is a young dynamic entrepreneur aged 43 years with bright, innovative & fresh
ideas to do business. Mr. Chirag Patel is a Whole Time Director and Chief Executive Officer of the
Company with over 17 years of experience working in the global pharmaceutical industry. He
started his career taking care of the Sales, Distribution, Production and Finance. Mr. Patel is
actively associated with the Company's business since 1996.He is responsible for the Company's
brand building and its entry into the consumer healthcare business. He is also responsible for the
Company's international operations being conducted in more than 50 countries with significant
presence in US, CIS, Africa and GCC. He also looks after and monitors the business operations of
Company's Wholly Owned subsidiaries at UAE, Step down subsidiaries at US and Strategic
Alliances with Rezlov & Tricon. He holds a Bachelor of Pharmacy degree from Manipal University,
Karnataka,India.
2. PastRemuneration ` 2,04,00,000p.a
3. Recognitionsorawards Under his brilliant leadership, Company's Indore Unit has got Approval from Medicine and
HealthcareProductsRegulatoryAgencyofUK(UKMHRA).
4. JobProfileandhissuitability As briefed above he is young and having dynamic personality and capable to handle the
responsibilities assigned to him and his contributions and directions are inevitably required for
thegrowthandsuccessoftheCompany.
5. RemunerationProposed `60,00,000/- perannumand asstatedintheexplanatorystatementasabove.
6. Comparativeremunerationprofilewithrespect Theremunerationpayableisaspergeneralindustrynormsandcommensuratewiththe
toindustry,sizeofthecompany,profileofthe operationoftheCompanyandjobresponsibilities.
positionandperson
7. Pecuniaryrelationshipdirectlyorindirectlywith Mr.ChiragPatelisPromoterDirectorandhasbeeninstrumentalinbringingsignificantgrowthin
theCompany,orrelationshipwiththe thevolumeofbusinesssinceappointment.HehaspecuniaryrelationshipwiththeCompanyin
managerialperson.Ifany his capacity as Whole Time Director and Promoters. Mr. Chirag Patel is related to Mr. Shashikant
Patel,ManagingDirectoroftheCompany.
(III) OTHERINFORMATION
1. Stepstakenforimprovement The Company plans to raise low cost debt/equity to retire high cost debt and improve its product
mix to minimize the losses. Further, with the expected working capital release it intends to
enhancetheutilizationoftheplanttherebyimprovingtheoverallfinancialpositioninthecoming
year.
2. Expectedincreaseinproductivityandprofitsin Withthesuggestionsabove,theCompanyexpectstoimprovetheproductivitybyatleast10%
measurableterms andimprovemarginaccordingly.
(IV) DISCLOSURES
1. TheShareholdersoftheCompanyshallbe TheremunerationpaidtoMr.ShashikantPatel&Mr.ChiragPatelshallbestatedabove.
informedoftheremunerationpackageofthe
managerialperson.
07
By Order of the Board of the Directors of
Plethico Pharmaceuticals Limited.
Khushboo Kothari
Company Secretary
th
Mumbai,27 November,2014

12. DIRECTORS' REPORT
DearMembers
Your Directors are pleased to present Twenty First Annual Report of the Company together with the audited Accounts for the 15 months period ended
st st
31 March, 2014. The working results of the Company for the 15 months period ended 31 March, 2014 vis-à-vis those of the previous year are
summarizedbelow: ` in Million
Particulars CONSOLIDATED STANDALONE
Period ended
st
31 March, 2014
Year ended
st
31 December, 2012
Period ended
st
31 March, 2014
Year ended
st
31 December, 2012
ChangeinFinancialYear our approaches accordingly. Our strong and diversified manufacturing
base coupled with excellent technical skills give us the ability to leverageThe Board of Directors of the Company approved change in the financial
opportunities for sustainable growth. Our outlook for the future isyear of the Company from January-December to April-March effective
th
positive.24 January,2014.Inviewofthis,thecurrentfinancialyearisforaperiod
st st
We believe that more relevant we become to our customers throughof15monthsi.e.1 January,2013to31 March,2014.
innovative products, the more meaningful and deep our relationship will
be. As such, we always strive to achieve higher levels of customerOverview
satisfaction as well as creation of shareholders value. We are bringing
Although there was slight improvement in the global economy in 2012,
significant transformation in the organization to realize the glorious
the challenging business environment and moderation in economic
future.
growth did continue in fiscal 2013-14 as well. Although manufacturing
and industrial growth remained weak, there were some positive policy
Dividendresponses that alleviated the immediate pressure. The pharmaceutical
In view of the loss incurred by the Company during the period underindustry continued to face tough milieu throughout the globe. Emerging
review, Your directors regret that they have not recommended anymarkets including India had to face multiple challenges of fluctuations in
st
local currency, banking fragility, fiscal tightening and additional pressure dividendonequitysharesfortheperiodendedon31 March,2014.
duetocapitaloutflow.
Despite numerous global and domestic challenges, we not only SubsidiaryandotherBusinessAlliances
sustained but further improved performance during fiscal 2013-14. The The company has adopted a completely different path of acquisition and
results under review is for 15 months period however if annualized, the buyouts to carve a unique niche in highly growth-ended regulated and
sales on consolidated basis has grown up by 1.52% to `16787.46 million semi regulated markets worldwide. The acquisitions enabled the
(for 15 months `20984.33 million). The net profit after tax on company to ride on new opportunities that would have taken years to
consolidated basis has however declined by 12.75% to `885.49 million start from scratch. Such acquisitions have begun yielding benefits in
(for 15 months `1106.86 million). On standalone basis, there is slight differentwaysthatgobeyondsizeandscale.
decline both in turnover and profitability. This has happened because of
Currently company has two Wholly Owned Subsidiaries namely Plethico
more focus on subsidiaries abroad performing extremely well despite
Global Holdings B.V., Netherland (PGH) and Plethico International
numerousconstraintsandchallengingenvironment.
Limited, UAE (PIL). The PGH is also having subsidiaries and step-down
At Plethico, we believe that sustainable transformation can be achieved subsidiaries in many countries that had given added advantage of rapid
only through enhancing profits, exploring new possibilities, empowering scaling-up,broad-endedcustomerbaseandglobalfootprint.
people and investing in the innovation of products and processes. During
Apart from subsidiaries and step-down subsidiaries, the Rezlov Group of
FY 2013-14, we undertook several initiatives in key areas that will drive
Companies in which company currently hold 45% equity stake, also
our growth and also create better outcomes for the company. Innovation
contributed significantly in the growth of the organization. Tricon, a
has always been a corner stone of our operations. It has enabled us to
Dubai based retail pharmacy chain in which company holds 20% stake
make significant technological–driven break throughs that add
also strengthened Company's clench in pharmaceutical and
significantvaluetothecompany'sbusiness.
nutraceuticalmarketsoftheCIS.
We focused on further strengthening on our business, network,
Aurobindo Pharma emerged as the highest bidder to acquire Natrol Inc.
technological capabilities and operating and financial parameters. At the
USA, subsidiary company of Plethico US Holdings KFT, UAE (PUSH) and
same time, we were cognizant of the risks in the business and calibrated
Plethico Global Holdings BV, Netherlands (PGH) at USD 132.50mn under
Sales 20597.99 16315.41 5312.97 4753.15
Other Income 386.34 304.69 373.07 171.01
Sales and Other Income 20984.33 16620.10 5686.04 4924.16
Total Expenditure excluding Interest, 17780.34 14735.71 5037.33 4787.35
depreciation, amortization & tax
Profit before Interest, Depreciation, 3203.99 1884.39 648.71 136.81
Amortization & Tax
Interest (Net) 1593.23 614.32 627.67 499.26
Depreciation and Amortization 642.28 177.30 103.98 83.01
Profit before Tax, Exceptional and 968.48 1092.77 (82.94) (445.47)
Extraordinary Item
Exceptional Item 0.00 0.00 0.00 0.00
Extraordinary Item 0.00 0.00 0.00 0.00
Provision for Taxation (138.38) 77.90 4.38 8.40
Profit After Tax 1106.86 1014.87 (87.32) (78.92)
08
ANNUAL REPORT 2014

13. 09
aprocessapprovedbytheUSCourtforthedistrictofDelaware. iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance withThe tax-efficient structure of subsidiaries, step-down subsidiaries and
the provisions of this Act for safeguarding the assets of thebusiness alliances created by the company worldwide has given a strong
Company and for preventing and detecting fraud and otherfootholdtothecompanyacrosstheglobe.
irregularities;
iv) That the directors have prepared the financial statement andConsolidatedFinancialStatements
annualaccountsonagoingconcernbasis.
As stipulated in the listing agreement with the stock exchanges, the
consolidated financial statements have been prepared by the company
FixedDepositsin connection with its subsidiaries in accordance with the relevant
accountingstandardsissuedbytheInstituteofCharteredAccountantsof The Company has accepted deposits u/s 58A and 58AA of the Companies
India. The audited consolidated financial statements together with Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
auditor's report thereon form part of annual report. Company's all the as amended. The Company has overdue deposits outstanding other than
st
subsidiary companies are non-material, non-listed Indian companies as those unclaimed deposits of `120.56 Mn as on 31 March, 2014. The
st
defined under clause 49 of the Listing Agreement with the Stock totalbalanceofDepositsason31 March,2014stoodat1357.04Mn.
Exchanges. In context to the Fixed Deposits, the Company has been consistent in its
A statement pursuant to Section 212 of the Companies Act, 1956, timely repayments of Fixed Deposits. However, owing to the difficult
relating to subsidiary companies is attached to the accounts. In terms of global scenario, currency fluctuations leading to the strong cash flow
the general exemption granted by the Ministry of Corporate Affairs vide mismatch coupled with the company being referred to the CDR, there
th
its circular no. 02/2011 dated 8 February, 2011, the audited accounts have been delays in the repayments to the fixed deposit holders over the
and Reports of Board of Directors and Auditors of the Company's last few months. The Company is well aware and acknowledges the
subsidiaries have not been annexed to this Annual Report. The Company anxiety of the investors and is taking all measures towards rationalizing
has complied with the requirements as prescribed under the said this situation. With regards to the same, the Company had also sent
circular. across communications to all the FD holders indicating the current but
temporary situation that the Company is facing. Furthermore, the
Company has approached different regulatory authorities to seekEmployeeParticulars
relaxation/extension in repayment of Fixed Deposits to enable the
NoneoftheemployeesoftheCompanywasinreceiptofremunerationin
Company to work out an acceptable repayment proposal for
excess of the limits prescribed under Section 217(2A) of the Companies
comprehensivelyaddressingtheFixedDepositsissue.
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
asamended.
Corporate Governance Report, Management Discussion & Analysis
Report
Directors
As per clause 49 of the Listing Agreements entered into with the Stock
Mr. Shashikant Patel, Executive Director of the Company retire by
Exchanges, Corporate Governance Report with auditors' certificate
rotation at the ensuing Annual General Meeting and being eligible offer
thereon and Management Discussion and Analysis are attached and
themselves for re-appointment. The Board recommends his re-
formpartofthisreport.
appointment.
In accordance with the provisions of Section 149 of the Companies Act,
Auditors2013, Dr.G.N Qazi and CA Pramod Shrivastava, independent directors,
M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai (F.R.No.are proposed to be appointed/reappointed at the ensuing AGM for a
116574W), who are the Statutory Auditor of the Company, holds officetermoffiveyears.
till the conclusion of the forthcoming AGM and are eligible for re-Mrs. Gauravi Parikh, Executive Director and Mr. Hitesh Thakar,
appointment. Pursuant to the provisions of Section 139 of theIndependent Director of the Company has resigned from the
st th Companies Act, 2013 and the Rules framed thereunder, it is proposed todirectorship of the Company w.e.f 1 January, 2014 and 16 January,
appoint M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai2014,respectively.
(F.R.No. 116574W) as Statutory Auditors of the Company from the
The Board of Directors of the Company has appointed Mr. Pranav Koshal
conclusion of the forthcoming AGM till the conclusion of the twenty-
as an Additional Director (Independent Director) of the Company w.e.f
fourth AGM to be held in the year 2017, subject to ratification of theirth
24 January, 2014, who has also resigned from the directorship of the
appointmentateveryAGM.th
Companyw.e.f13 August,2014.
The Board expresses its appreciation for the valuable services rendered
Auditors'Reportand matured advice provided by Mrs. Gauravi Parikh, Mr. Hitesh Thakar
With regard to the comments contained in the Auditors' Report,andMr.PranavKhoshal.
explanationsaregivenbelow:-
(i) The Company has accepted deposits from public amounting toDirectors'ResponsibilityStatement
` 86.83 Million during the period under review, the Directive issued
In terms of provisions of Section 217(2AA) of the Companies Act, 1956
by Reserve Bank of India and the provisions of Section 58A & Section
(“theAct”),yourDirectorsconfirmthat:
58AA or any other relevant provisions of the Act and the rules
i) In the preparation of annual accounts, the applicable accounting framedthereunderarenotcompliedwith.
standards had been followed, along with proper explanation
The Company has defaulted in respect of repayment of the said
relatingtomaterialdepartures,whereverapplicable.
depositsfrompublic.Theamountofdefaultwithrespecttoprincipal
ii) The directors have selected such accounting policies and applied amount is `120.56 Million and with respect to interest amount is
stthem consistently and made judgments and estimates that are `13.67 Million as on 31 March 2014. (Clause vi of the Annexure to
reasonableandprudentsoastogiveatrueandfairviewofthestate theAuditors'Report)
of affairs of the Company, as at the end of the accounting year and
(ii) (a) According to the records of the Company, and the information
ofthelossesoftheCompanyfortheperiod.

14. and explanations provided to us the Company is generally Safety,HealthandEnvironment(SHE)andEnergyConservation
regular in depositing undisputed statutory dues including Safety, Health and Environment (SHE) management is a non-negotiable
Provident Fund, Investor Education and Protection Fund, priority at Plethico. Safety and Health of our people is of paramount
Employees' State Insurance, Sales Tax, Wealth Tax, Service Tax, concern and so is minimization of environmental impact of our industry.
Customs Duty, Excise Duty, Professional Tax, Cess and other Our vision is to be a zero-injury organization. Effective implementation of
material statutory dues with the appropriate authorities except the safety and environmental standards is supported by your company's
for Income Tax. According to the information and explanation occupational safety program based on the behavioral safety
given to us, the undisputed amount of ` 235.89 Million is management techniques. The company continued to focus on
st
outstanding as at 31 March, 2014 for a period of more than six behavioral safety aspects of employees and visitors along with continual
monthsfromthedateofbecomingpayable. improvementsinengineeringcontrolsandsafetymanagementsystems.
(b) Details of dues of Income Tax which has not been deposited on Your company has been focusing on improving environmental
st
31 March, 2014 on account of disputes are given below:- performance and has drawn up an ambitious plan to reduce the
(Clauseix(a)&(b)oftheAnnexuretotheAuditors'Report) environmental aspects of operations including reduction in the energy
costs.
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given pursuant to Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 is annexed
heretoinAnnexureandformspartofthisreport.
Research&DevelopmentandTechnology
Your Company has a long-standing culture and history of delivering high
consumerbusinessvaluethroughcreativeideasandsuperiortechnology
for its brands. Research and Development (R&D) has always been
(iii) According to the information and explanation provided to us, considered crucial for the continuous up-gradation & sustained growth
we have been intimated that the company has defaulted in of the Company. This sustained high performance has helped in building
repayment of dues to financial institutions or banks. The default a strong foundation for our business and also differentiated our brands
pertains to Interest amounting to ` 35.52 Million and principal strongly. The technology drive in your company is a journey that began
amounting to `576.30 Million. However the Lead Bank has with the great vision of Late Shri Bhaskar Patel (known as Babuji with
proposed admission of the Company to Corporate Debt great affection), the former founder, Chairman and Managing Director of
Restructuring (“CDR”) forum on March 29, 2014 for providing the Company. The strong research foundation laid by him and its
debt restructuring scheme. The proposed debt restructuring expansionovertheyearshaveenabledtoproduceasteadilyaccelerating
scheme is pending approval of CDR Empowered Group for streamofhigh-valuedeliveriestothedomestic&globalcustomer.
admission to the CDR forum. (Clause xi of the Annexure to the The global challenges faced by the Indian Pharmaceutical industry at
Auditors'Report) large have increased several folds in the face of the transition from
process to product patent regime in India from 2005. Your Company has
stepped-upinvestmentsinR&DtokeeppacewiththechangingdomesticThe ongoing difficult global scenario has negatively impacted the
and global scenario. High quality R&D has been pursued to innovate indemand for the wellness products that are manufactured and marketed
theareaofherbalsandnutraceuticals. Afterexploringourcountry's vastby the company. Furthermore the currency fluctuations and
traditional knowledge base & the latest nutraceuticals active elements,depreciation of emerging market currencies across the globe vis-a-vis
the best sustainable offerings are identified and refined to providethe dollar are the other factors that have collectively led to liquidity
specific performance benefit to consumers in the area of personalissues for the company. In context to the FDs, the company has
healthcare. We firmly believe in the philosophy of “PREVENTION ISmaintained a track record of timely repayments of FD's, however in the
BETTERTHANCURE”.Byandlargethesocietyisacceptingthesethoughtspast couple of months there have been delays in the repayments to the
and moving towards better health. Our R&D team is thriving to developfixed deposit holders owing to the strong cash flow mismatch largely due
products in food and dietary supplements. It continues to be focused onto the reasons chalked above. The company has approached regulatory
providing dietary options with the combination of superior aroma andauthorities to seek relaxation in repayment of FD's to enable the
tests with specific enhancement in health and nutritional benefits to theCompany to work out an acceptable repayment proposal for
consumersatlarge.comprehensively addressing the FD's issue. Also the admission into the
CDR, a step to the path of financial restructuring, further withheld the
operationsofthecompany,leadingtoanoveralldelayinthepaymentsof HumanResources
dues to the banks as well as other statutory dues pertaining to income Your company believes that today a major HR challenge for any
tax. These qualifications indicated are majorly due to the cash flow organization is capability building aligned to business strategy meeting
mismatch, which has been identified by the company and adequate the challenges posed by the changing business scenario. The company
steps are being taken to rectify the same and get back to normal continued to enhance capability by realigning leadership competency
operationstowardsgrowthandsuccess. frameworks to new business realities and the company's future
roadmap.
CostAuditors The company implemented various measures to build a strong, adaptive
M/s. Rajesh Runwal & Associates, Cost Accountants, were appointed as and matured corporate structure, which is flexible, responsive and
the Cost Auditor of the Company and their Audit report on the Cost cohesive. Development workshops were organized to improve the
st
Accounts of the Company for the 15 months period ended 31 March, overall competency level of employees with an objective to improve the
2014,willbesubmittedtotheCentralGovernmentinduecourse. operational performance of individuals keeping in view stringent quality
norms of different regulatory authorities. The employee training and
Names of
the Statute
Nature of
the Dues
Amount
(`in Millions)
Period to which
amount relates
Forum where
dispute is
pending
Income Tax
Act, 1961
Income Tax
Commissioner
of Income
Tax (Appeals)
`140.53
`107.17 A.Y 2006-07
`860.95 A.Y 2007-08
`245.14 A.Y 2008-09
`230.23 A.Y 2009-10
`216.19 A.Y 2010-11
`346.65 A.Y 2011-12
A.Y 2005-06
10
ANNUAL REPORT 2014

15. development function was aligned to add greater thrust on building
required competencies for meeting the new emerging business
challenges. Based on feedback from employees, key initiatives like Particulars under Companies (Disclosure of particulars in the Report of
stbenchmarking and revising of performance management system, reward BoardofDirectors)Rules,1988forthe15monthsended31 March2014.
and recognition process and measurement of training effectiveness were
undertaken.
CONSERVATIONOFENERGY
The involvement of employees at all levels has been achieved through
From the early stage, conscious efforts have been made to minimizecontinued promotion of TQM activities across the organization with the
energy consumption and company is introducing more and moreinvolvementoftopmanagementteam.
innovations and improvements to further reduce energy consumption.
Theoverallemployeerelationshipandworkingenvironmentwashealthy,
Some additional energy conservations features incorporated during the
cordialandharmoniousacrossvariouslocations.
yearunderreviewareasunder:
CorporateSocialResponsibilities(CSR)
AtMangliaFormulationUnit
The company continued to involve itself in social welfare activities, both
1. Cut-offtheexcesslightingtominimizethelightingloadandprovided
through charity and social investment issues like education, health,
newwithelectronicballastleadingtosavingof`6000.00PerMonth.
nutrition and over the years serious efforts have been directed towards
2. Maintainingpowerfactor between0.99to unity, to get the incentivemaking a meaningful contribution to uplift and transform the lives of the
fromMPSEBleadstoaveragesavingof`28840.00permonth.underprivileged. The Company is contributing to sustainable
3. Prevention of Steam Leakages through Steam Traps and Distributiondevelopment by its economic activities combined with the fulfillment of
Linesleadstosavingof`24525.00permonthits social responsibilities relating to the health, safety and environment
4. Proper load sharing and extra load cutting of Power supply fromaspects.TheCompanytookaconsciousdecisiontocontributetowardsits
MPSEBleadstosavingof`9750.00permonthbeliefthat“Ifyoueducateaboy,youareeducatingapersonandIfyouare
educating a girl, you are educating a family…” Towards this end, the “Shri 5. Optimization of Chilled Water Temperature to reduce the Electric
Hari Charitable Trust” was setup to serve society at large by providing Power Consumption which leads to average saving of `16800.00 per
totallyfreeeducationtothepoorandneedygirlsoftheruralareas. month.
Your company is alive to the challenges and remains firm in its believe AtKalariaFormulationUnit
that it is possible to 'do good while doing well' and that running a 1. Minimize the lighting load by extensive monitoring and switching
successful business and creating positive social impact as not separate “OFF” the excess lights in different departments of the Plant leading
objectives. tosavingof`25000.00permonth.
2. Maintained the Power factor between 0.99 – 1.00 trough out the
ListingofShares Year and received the incentive from MPSEB leads to average saving
of`56585.00permonth.The Equity Shares of the Company continue to be listed on BSE Ltd. and
The National Stock Exchange of India Limited. The annual listing fees for 3. Power savings by installing Variable Frequency Drive with the Motor
theyear2013-2014havebeenpaidtotheseExchanges. of 234 CFM air compressor leading to savings of `4,500.00 per
month.
4. Power savings by installing Variable Frequency Drive with the MotorWebsite
of 95 CFM air compressor leading to saving of `20,076.00 perThe Company has a well designated and updated website
month.www.plethico.com containing information about the Company's
5. Fuel savings on recovery of condensate coming out from Waterproducts, manufacturing facilities, area of specialization, performance
Systemleadingtoaveragesavingof`12061.00permonth.overview etc. The details with respect to new product developed, new
market explored, company's upcoming plans etc. have also been put on 6. Fuel savings on recovery of hot cooling water coming out from Multi
the website. The parties associated with the organization are welcome to Column Distill Water Still leading to average saving of `4163.00 per
visitthewebsitetokeepthemselvesupdatedontheCompany. month.
7. Power savings by close monitoring on operation of Non BMS and
Non Critical Air Handling Units leading to average saving ofAcknowledgement
`12000.00permonth.Your Directors place on record their sincere appreciation for significant
8. PowerSavingsbyclosemonitoringandselectionofproperchillerforcontributionmadebytheemployeesthroughtheirdedication,hardwork
operation as per the Load requirements leading to average saving ofand commitment and the trust reposed on us by the medical fraternity
`134385.00permonth.andthepatients.
Wealsoacknowledgethesupportandwisecounselextendedtousbythe
analysts, bankers, government agencies, shareholders and investors at AdditionalCostSavingProposals(UnderConsideration)
large. We look forward to have the same support in our endeavor to help AtMangliaFormulationUnit
peopleleadhealthierlives. 1. Provisions of Variable Frequency Drive require for Secondary Pumps
On behalf of the Board of Directors of Chillers. Average min savings in Units /day (approx.) =300
Kwh/day=`336perday.
Shashikant Patel 2. Arrangement of VFD and PLC in RMG. Average Savings = `59.67 per
day.Chairman & Managing Director
th
3. Provisions of Variable Frequency Drives in Air Handling Units.Mumbai, 27 November, 2014
Averageminsaving=`812.00perday.
ANNEXURE TO THE DIRECTORS' REPORT
11

16. AtKalariaFormulationUnit expectsthattheaboveactivitieswouldhelpinthedevelopment
of new products & will help the company to move into new1. Min 10 % Energy Savings can be done by replacing V- Belt Pulley by
segments & catering to a new category of customers, in futureFlat Belt Pulley of both the Air Compressor Average min savings in
atreducedcost.Units/day(approx.)=120Kwh/day=`660.00/Day.
· Futureplanofaction:2. Min 10 % Energy Savings can be done by replacing V- Belt Pulley by
Flat Belt Pulley of Higher Capacity AHU's in Phase - I. Average min In order to strengthen the research and development and to
savings inUnits/day(approx.)=168Kwh/day=`920.00/Day. create intellectual properties for providing safe, cost effective,
contemporary and quality therapeutics, the company is3. VFD'sfortheHighSidePumpsofHVAC.AverageminsavingsinUnits
planning to set-up a high-tech R&D Center well equipped with/day(approx.)=300Kwh/day=`825.00/Day.
latest technologies, accouterment and highly skilled manpower4. Economizers - Chillers and Condensers Heat Recovery for Hot Water
dedicatedtotheprofession.applications.Averageminsavings`800.00/Day.
· ExpenditureonR&D(15monthsending31.03.2014):5. ConversionofBoilertoGasfired/CoalfiredinplaceofOilFired.
Capital : NIL6. Street Light Poles to be lighted by Solar Energy. Average min savings
Recurring : `4.62 million on material, manpower and`700.00/Day.
manufacturingandotheroverheads.7. ProvisionsofPESEnergysaverinLightingfeeders`750/day
Total : `4.62million.8. CentrifugeFiltrationTechnologyforFurnaceOil.`4500/day
Total R & D expenditure as a percentage of Turnover (including
other income): 0.08%. However, as per the established
Impact of the measures taken as above for reduction of energy
accounting policy, the expenditure incurred on R&D remains
consumption and consequent impact on the cost of production of
mergedwithinvariousheads.
goods.
The various measures taken as above for energy conservation have
II. Technologyabsorption,adaptationandinnovation:resulted in substantial saving of energy and fuel and have resulted in
· Efforts, in brief, made towards technology absorption,reductioninexpensesandthusthecostofproductionhasalsoreduced.
adaptationandinnovation.
The company has been adapting new technologies by keepingParticularswithrespecttoConservationofEnergy
the tracks of latest development in the field of technology. The
A.Powerandfuelconsumption
company is well aware of the need to procure & install latest
technology.
· Benefitsderivedasaresultofaboveefforts
The main benefits derived as a result are cost reduction, quality
improvement&newproductdevelopment.
· DetailsofImportedTechnology:
There is no technology imported during the period under
review.
FOREIGNEXCHANGEEARNINGANDOUTGO
Totalforeignexchangeusedandearned:-
B. Consumptionperunitofproduction
Theworkingofconsumptionperunitofproductionispracticallynot
possible as the operations of the Company involve multiple On behalf of the Board of Directors
products.
TECHNOLOGYABSORPTION Shashikant Patel
Particularswithrespecttothetechnologyabsorptionareasunder:- Chairman & Managing Director
I. ResearchandDevelopment(R&D) th
Mumbai, 27 November, 2014
· Specificareahasbeencreatedforin-houseR&Datlargescale.
Research & Development is mainly concentrated in
development of new formulations. The Research &
Development activities are going on in the fields of NDDS, such
as effervescent, sustained release, center filled lozenges, fast
meltingtablets.The companyhas intensifieditsfocus on R&D in
nutritional & animal health care division. The development
activitiesareaimedat:
i. Newproductdevelopment.
ii. Openingofthenewsegments&marketforthecompany.
· BenefitderivedasaresultoftheaboveR&D:
The above R&D activities have and will result in development of
new formulation as indicated above & some of which have
already been launched in international markets. The company
1. Electricity
(a) Purchased Unit (KWH) 5886716 4388341
Total amount (` In Million) 46.11 33.42
Rate/unit (`) 7.83 7.61
(b) Own Generation through
diesel generator Unit KWH 126693 168644
Units (KWH) per litre of diesel oil 2.43 3.13
Cost/unit (`) 23.50 14.56
2. Fuel Consumption
(i) Coal (Kg.) Nil Nil
(ii) Light Diesel Oil (Ltr.) Nil Nil
(iii) Diesel (Ltr.) 53280 53267
(iv) Furnace Oil 521988 390690
Particulars Period ended
st
31 March, 2014
st
Year ended 31
December, 2012
Particulars Period ended
st
31 March, 2014
st
Year ended 31
December, 2012
` in Million
Sr.
No.
i Total Foreign Exchange earning 4402.43 3175.34
ii Total Foreign Exchange outgo 3183.90 2363.88
12
ANNUAL REPORT 2014

17. MANAGEMENT DISCUSSIONS AND ANALYSIS
CompanyProfile: keeps consumers updated with the latest scientific developments
in health and wellness. The move has been more towards foodPlethico Pharmaceuticals Limited is a leading global healthcare /
products that are obtained from natural non GMO (geneticallypharmaceutical company with strong emphasis on the herbal and
modified organisms) extracts. Consumers have become morenutraceuticals segment. The company which was established in
conscious and aware about their health with the perception that1991 is focused on manufacturing, marketing and distribution of
proper intake of nutritious diet prevents the onset of chronicpharmaceutical and allied healthcare products in the
diseases and also that dietary supplements serve the purpose ofnutraceuticals and herbal segments in both domestic and global
maintaining the functioning of body systems and serve as an aidmarkets. Plethico operates in the segments of sports nutrition,
forperformanceenhancementanddiseaseprevention.confectionary and OTC in India. It is also a leading player in the
Commonwealth of Independent States (CIS), Africa, South East Nutraceuticals can be broadly defined as foods or food derived
Asia, Latin America and in the GCC for its Travisil range of substances in extracted form, which claim to provide medicinal
products.In 2008, Plethico acquired Natrol, a leading and health benefits. The term is so broad that functional
manufacturer and marketer of branded nutritional products in the foods/beverages, dietary supplements and any other type of food
UnitedStates. that provides health benefits fit into the nutraceutical category.
However, we have restricted the term nutraceutical to functionalThe consolidated revenue of Plethico in year 2014 (15
foods and beverages and dietary supplements for referencemonths)stood at USD348million in comparison to USD314million
purpose.(12 months). The nutraceutical segment's share of revenue was
49% while the herbal segment's contribution was 35%. The The global nutraceutical market has seen maximum growth in the
balance 16% was accounted by allopathic segment which included last decade. While, nutraceuticals as an industry emerged in the
tradingsales. early 1990s, 2002-2010 has been the key growth period for the
industry. From 1999 to 2002, the nutraceutical industry grew at anThe group today has a portfolio of over 200 branded products sold
Annual Average Growth Rate (AAGR) of 7.3 percent, while frominmorethan60countries.
2002 to 2010, the AAGR doubled to 14.7 percent. The market
reached $142.1 billion in 2011 and is expected to reach $204.8
Vision:
billionby2017,growingataCAGRof6.3%.
To be amongst the top 10 international herbal / nutraceutical
Rising health concerns, improving economic conditions, growth of
player by creating a 'global Plethico healthcare brand', drawing
key demographics and an increased focus on e-commerce among
upontherichheritageoftheIndiansystemofherbalmedicine.
consumer's factors into specific markets' success. The industry is
IndustryOverview: expected to maintain comparable growth till 2015 driven by
NutraceuticalMarket growth from India, China and Brazil. Asia-Pacific (including Japan)
is expected to have the second largest market share after North
Americaby2017.
Stateofthemarket
On the global front, US and Japan are the strongest markets for
nutraceuticals owing to the consumer acceptability in these
markets. However, with increasing awareness, developing nations
of India, China and Brazil are showing huge potential for
nutraceuticals. Also, Germany and Israel have developed as key
innovationhubsofthenutraceuticalindustry.
NorthAmerica
Growth in the global nutraceutical market is attributed to the
growth in the dietary supplement segment with North America
having the highest market share for nutraceutical product market,
standing at USD56.4 billion in 2011 and a growth rate of more thanNutraceuticals are broadly categorized as products that
6%during2007-2011.supplement the diet providing nutrition and health benefits for
prevention and treatment of diseases in addition to the basic Growthin the North American region is primarilysupported bythe
nutritionalvaluefoundinfoodstuffs. consumers who are more conscious about health and food habits
demanding specific ingredients in the products they consume,Nutraceuticals are primarily used in functional foods and dietary
leading to customization of nutraceuticals for different targetsupplements. The nutraceutical ingredients are natural, bioactive
groups. Also the companies in this domain are looking ator chemical compounds that have health promoting properties.
diversification of their products, preferring more of naturalThe potential of maintaining health and normal body functions, as
nutraceutical ingredients in their product offering, due to thewell as its utility as adjuvant supplements for managing various
increasing consumer demand for all-natural, non-modifiedchronicandlifestylerelateddiseases,aretheprimereasonsforthe
functionalingredients.increasing interest of present generation in the nutraceutical
space.
Therehasbeenaparadigmshiftseenintheconsumers'preference India
from synthetic ingredients towards natural and organic foods, TheIndianNutraceuticalMarketwasvaluedatUSD1.48bnin2011,
beverages and supplements. Present day's consumers are more roughly2percentoftheglobalnutraceuticalindustry.
informed,and this could be attributed to current day media,which
Nutraceutical Industry
Food Dietary Supplements
&
Functional Foods
Medical Foods
Dietary
Supplement
Functional Food,
Beverage & Food Additives
Sterol Esters
Lutein
Probiotics
Lycopine
Omega 3 Fatty Acids
CoQ 10
Chondroitin, Glucosamine
Vitamins, Minerals
Herbals - Green Tea, Garlic, Soy Protein
Non Herbals
Sports Nutrition
Meal Supplement
Joint Care
Weight Loss
13

18. BreakupoftheIndianNutraceuticalmarket:2011 provide symptomatic relief, has now started to feel the need for
longer lasting and more fundamental cures for their health
problems. Attention is now being shifted from relief to preventive
cure giving rise to the intent to go back to nature and use natural
materialsandmethodsofancienttimes.
Nutraceutical market is becoming increasingly competitive with
the entry of major food and pharmaceutical companies, including
Kellogg, Heinz, Quaker, Uniliver, Royal Numico, Dupont, Novartis,
Abbott, Amway, Cargill, Hormet, GlaxoSmithkline, Warner-
Lambert, Wyeth and others. The Indian nutraceutical market is
dominated primarily by pharmaceuticals and FMCG companies
with very few pure-play companies. Pharmaceutical and FMCG
players' active in the nutraceuticals space have diversified by
introducing product extensions and developing variants under
The very existence of alternative medicine with a strong existingbrandnames.
consumer belief in it is the key to capitalizing on the Indian
Pharmaceutical companies are employing state-of-the-art
nutraceutical space after incorporating the traditional herbal
technologies to improve therapeutic value of natural substances
ingredients that are usually ayurvedic into the nutraceutical
derived from herbal and other sources. One of the key ingredients
portfolio. On the other hand, awareness needs to be created
torapidlyexpandandsucceedinthisarenawillrequiretheplayers
about the high end nutraceutical ingredients which are quite
to develop new competencies by way of different and better
limited amongst the Indian consumers, in order to have the
dosageformsfortheNutritionalDelivery(NDDS).
expansion of the acceptable product portfolio. In India, functional
Quality standards and regulations are becoming more and morefoods are expected to realize increased consumption over the
stringent similar to that of pharmaceutical markets. Some of thenext five years resulting in functional foods and beverages
regulations of recent times include the GMP (Goodgarnering greater product share in the market as compared to
ManufacturingPractices) ActofUKintroduced in2007and thedietary supplements. The total Indian nutraceutical market is
Dietary Supplement Health and Education Act (DSHEA) of US inexpectedtobearoundUSD2731million(USD2.73bn)by2016.
1994. The latter lays down regulatory guidelines for the
manufacture, marketing and distribution of dietary supplements.
HerbalandAyurvedicMarket DSHEA also regulates the claims made by dietary supplement
Herbalmedicineinvolvestheuseofanyorallofthedifferentparts manufacturersandretailers.
of plants (roots, leaves, stems and seeds) to treat illnesses and
maintain health. The herbal medicines are extracted from leaves,
WhatwilldrivetheNutraceuticalMarketinthefuture?
petals and roots of plants and are often a complex mixture of
· Investment in awareness programs to educate the public aboutdifferentphytochemicals.
theingredient
Right from the ancient times, India has a rich heritage of usage of
· Branding, to differentiate the product and position it as a highAyurveda & herbal medicines. Herbal industry at times is clubbed
quality,effectiveandvalueformoneyofferingwith the nutraceutical industry in the sense that primary and
· Investment in Research and development to develop innovativesecondary produce viz. medicinal plants and extracts respectively
products,packaginganddeliverymechanismsare shipped to European and other places either for final
· Investmentinverifyinghealthclaimsoftheproductsformulation preparation or for extraction or intermediate
preparation. Herbal medicine is being practiced in various · Investmentinmarketresearchtotuneintoconsumerbehavior
countries all over the world for centuries but has only recently · Customization of the product offering to suit the target audience
started getting legal acceptance by the global regulatory toincreasepenetration
authorities as complimentary and an alternative system of · Synergistic Mergers and Acquisition to enter new geographical
medicine; however, they demand the validation of the claims of andproductmarkets
clinicalefficacyoftheseproducts.
· Increasedadvertisingandpromotionalactivities
Trends
Plethico-CoreBusiness
Major trends influencing the market include growing competition
Overviewofbrands/products
leading to industry consolidation, maturing markets in the
Plethico group has two major lines of business- Nutraceuticalsdeveloped regions, food and pharmaceutical players flooding the
and Herbal finished formulations. The Company also engages inmarketandvolatileconditionsintheherbalsupplementsmarket.
Allopathic finished formulation as well as contract
The factors that drive this market include aging population,
manufacturing/tollmanufacturing.
affluence of working population with growing interest in healthy
Plethico has its own brands in the herbal wellness space likediet and reducing affordability of sick care that is driving
Travisil, Mountain Herbz, Actifresh and Travopassit selling mostlyconsumerstowardswellness.
in the emerging markets like CIS, SEA and Africa. Similarly, it has
The positive trends for the industry are facilitated by increasing
alarge portfolio ofNutraceutical wellness brands like MRI, Prolab,
physician awareness, media penetration and increased
andCoach'sformulainthesportsnutrition.
accessibilityduetonewerdistributionchannels.
Natrol and its subsidiaries (collectively referred to as "Natrol")
The world, which due to technological advances, developed
manufacture and market branded, high-qualitydietary
medicineswhicharequick acting,potentandcapabletotreatand
14
ANNUAL REPORT 2014
FUNCTIONAL
FOODS 24%
FUNCTIONAL
BEVERAGES 12%DIETARY
SUPPLEMENTS 64%

19. supplements, herbal teas and sports nutrition products under Nutraceuticals/allopathic formulationsin Russia, Kazakhstan,
seven primary brands: Natrol, MRI, Laci Le Beau, NuHair, Ukraine, Moldova, Kyrgyzstan, Azerbaijan, Belarussiaand several
ShenMin, Promensil and Prolab. The majority of Natrol's dietary other countries including the Eastern European countries. Its
supplements are sold under the Natrol brand. The Natrol brand principal products are Travisil, Prolab, Natrol, Mountain Herbz and
focuses on supplements that are in high demand as well as Effertabs range of products alongwith various other herbal and
specialty niche and proprietary formulations. These supplements allopathic formulations, all of which require significant sales and
include vitamins, minerals, herbal products and specialty marketing efforts. The CIS market is characterised by typical long
combination formulas that contribute to an individual's physical credit cycles, with most purchases made on the basis of credit
andmentalwell-being. rather than cash payments. During the period 2004-06, the
company acquiredstakesin marketing and distribution companiesNatrol's second largest brand umbrella is MRI. MRI develops
operating under the name of Rezlov as separate legal entitiesmarkets and distributes sports nutrition products including NO2,
having presence in Russia, Kazakhstan, Moldova to mention a few.BlackPowder,CE2,Pro-Nos,HSPActive,WARandAnabolicSwitch.
(The "Rezlov group of companies"). The Company's investment inThe Prolab sports nutrition line of products is targeted at body
the Rezlov group of companies enabled it to extend its geographicbuilders and health conscious individuals seeking a high degree of
presence as well as provided it with a strong distribution platform.physical fitness. Prolab's products include supplements designed
Other benefits included better recovery, thorough productto help these individuals gain or lose weight as well as improve
registration&filingsintheCIS.musclemassandmuscledefinition.
Due to the extremely cold winters affecting the CIS during the
period October to March, there is a strong seasonal factor in theSales:
CIS SBU shipments and sales. This period is the peak period for
Plethico group sells largely into International markets like US,
colds, coughs and related ailments leading to a high demand for
Europe including CIS, Africa, Asia Pacific, Middle East and LatAm. It
thecompany'sproductsinrelatedcategory.However,theextreme
alsohaspresenceinIndia.
weather conditions in the CIS necessitate shipments to be made in
advancei.e.duringFebruarytoAugust.
US
Plethico Group has its presence in the US through NatrolInc.; Africa
which sells its products in the US under the brand name
The countries where Plethico is present are Ivory Coast, Gabon,
Natrol through multiple channels of distribution that reach
Kenya, Uganda, Congo, Nigeria, Ghana, Togo, Benin, South Africa
customers through mass-market drug, warehouse/club stores,
to mention a few. The major products include Travisil, Therasil,
grocery store chains, health food stores, fitness centers, internet
Natrol, Prolab and Coach's Formula. The Company is one of the
retailers and independent catalog companies covering more than
leadingIndiancompaniesintermsofreachinFrenchWestAfrica.
40 countries through international distributors involving
Plethico's distribution capabilities. Natrol products have more
Indiathan54,000pointsofdistribution.
TheCompany'scurrentactivitiesinIndiaarebroadlydividedinto:Plethico's super specialty sports SBU MRI, sells its products mainly
through health nutrition outlets such as GNC (General Nutrition - ConsumerProductDivision
Corporation), Vitamin Shoppe, NBTY, Lifetime Fitness, 24 Hour - Contractmanufacturing/TollManufacturing
Fitness, internet outlets that focus on sports nutrition and The Company has been selling one of its globally recognised brand
distributors. "Travisil" in India in both syrup and lozenge form as well as other
Prolab products are sold primarily through sports nutrition retail products such as "Doctor Relief" foot powder and a mouth ulcer
stores, fitness centers, websites, health-food stores and gel. It also engages into selling sports nutrition products under
internationally, through designated distributors. The NuHair Coach'sformula,MRIandProlab.
brand of hair product is sold exclusively through the mass market Herbal formulations including extracts in own brand as well as
channel of distribution in the US while the ShenMin brand of hair privatelabelsaresold.
products is sold exclusively within the health food channel of
Plethico Pharma was formerly engaged in contract manufacturing
trade.
activity, but no longer pursues any material activity in this
segment.
AsiaPacific,LatinAmericaandMiddleEast
This region comprises of Latin American countries like Chile, BrandBuilding
Mexico, Trinidad & Tobago, Barbados, Colombia, Bahamas,
For over a decade, Plethico group has followed a focused strategy
Bermuda, Brazil and several other countries. Asia Pacific countries
of building brands. The company uses various advertising vehicles
like Taiwan, Korea, Philippines, Myanmar, Cambodia, Vietnam,
such as media, modes of travel, in-store promotion, doctor
Australia, Singapore, Indonesia and other Countries and Middle
detailing, conferences, medical symposiums and exhibitions in the
East countries like Kuwait, UAE, Iran, Lebanon, Bahrain, Turkey,
respectivecountriesofoperations.
Israel and other Countries The principal products are herbal and
In the US, its core strategy has been to build brands within thenutraceuticals, specifically Natrol, Prolab, Travisil and Coach's
channels of distribution that are appropriate for each brand and toFormularanges.
develop increased brand awareness and strong brand recognition
among consumers seeking products with a reputation for quality.
CIS A suitable illustration is the "MRI" range, which is positioned as
The Commonwealth of Independent States (the "CIS") SBU a premium brand within the sports nutrition segment
focuses on marketing and distribution of herbals/
15

20. worldwide and its brand identity is underpinned by a reputation cGMP compliant by the NPA (Natural Products Association).At
forinnovativescience. this facility, tablets and capsules are manufactured, which account
for the vast majority of Natrol's supplement sales. Natrol's liquid
products, powders, soft gels and herbal teas are outsourced toTrademarkandPatents
thirdpartymanufacturers.
The company regards its trademarks, patents and other
proprietary rights asvaluableassets and believes that protecting
RawMaterialsthe key trademarks is crucial to its business strategy of building
strong brand name recognition. Plethico's policy is to pursue The basic raw materials required to manufacture the Company's
registrations for all of the trademarks associated with all key products are a combination of herbal ingredients and bulk drugs
products. comprising both active and non-active ingredients. Active raw
materials are the herbal/chemical compounds that are needed toNatrol has US patent for its Kavatrol product as well as US patent
produce the desired medicated or therapeutic effect in anyrelatingtoaminoacidproduct,SAF.MRIholdsanumberofpatents
herbal/pharmaceuticalproduct.Non-activematerialsareallothermost of which are related to products that contain Alpha Lipoic
materials used in the manufacture of such products. The activeAcid.
raw materials are required in bulk quantities whereas the non-
active ingredients are required in small quantities. Majority of the
ManufacturingUnits
company's raw materials are available in India. Most of the
The manufacturing facilities of Plethico in India are located in the purchasesaremadeonunsecuredcreditbasisrangingbetween90
stateofMadhyaPradesh. and 120 days without any letters of credit. There is currently no
The Kalaria plant located in Indore is WHO-GMP certified and is supplyshortageinmostoftherawmaterialitems.
also approved by other regulatory bodies from Africa, CIS, SEA, Natrol obtains its raw materials from third-party suppliers. Many
FWA, GCC etc. The plant had approval from UKMHRA and TGA of the raw materials used in Natrol's products are harvested
Australian authorities for Oral Solid dosage forms area - Tablets & internationally. Natrol does not have substantial multi-year
Capsules which has expired and is under renewal consideration. contracts with suppliers committing such suppliers to provide the
The area is also equipped with manufacturing of Effervescent materialsrequiredfortheproductionofourproducts.
Tablets.
TheKalariaplanthas3Manufacturingblocks:
CompetitionExportmarkets
1 Herbal Block-Tablets, Capsules, Liquid orals with special
In the herbal products segment, formulations of German and US
premises for Lozenges/ Medicated Lozenges products. This is
origin dominate the market while products from the rest of the
being geared up to comply with the 21 CFR 111, Dietary
world, including those of the Company and other Indian
supplementGoodManufacturingPractices(GMP)andTHMP
companies, compete for the balance of this market. The
registration guidelines (Traditional Herbal Medicine Product)
competition in this market is compounded by low cost producers
/EU-GMPincomingyears.
from South East Asia and by- products based on the Chinese
2 Allopathic Block- Tablets, Capsules, Liquid orals, Injectables. alternative system of medicine. In the CIS, the Company's major
Allopathic block is expected to comply with the UKMHRA competitor for herbal cough and cold related products is a mid-
(InjectableUnit),USFDA,TGA,ANVISA,PIC(s)&SA-MCC. sizedIndianplayer.Forfoodsupplements,theCompany'sprincipal
3 Nutraceuticals-Powder,Granules,TabletsandCapsules competitor in the CIS is also a noted mid-sized Indian player, which
Manglia plant at Indore is WHO-GMP certified having has a wide range of food supplement products competing with
manufacturing facilities for chewables, coated tablets, hard many of the Company's products. The competition in the food
gelatin capsules, and dry powder suspension, dry powder for supplements segment is again from smaller Indian players, while it
injection with an isolated block for manufacturing Antibiotics is the US companies that are active in the sports supplements
products(Cephalosporins). segment. In the allopathic products segment, the Company faces
competition for its effervescent products from UPSA LaboratoriesThe company plans to make suitable up gradation of this plant
(France), which is marketing a product similar to one of theand get the same approved through WHO-Geneva
Company'stherapeuticproducts.Foritsotherallopathicproducts,Prequalification program for Antimalarials and Anti-Tubercular
the Company faces intense competition from a large number ofproducts. There are plans to get the approval for the isolated block
genericpharmaceuticalcompanies.at Manglia from SA-MCC and also some other CIS/SEA regulatory
Authorities.
Through the extensive research and development activity carried Domesticmarkets
out by the company, there are 7 products that have been Following its 2003 exit from the ethical segment in India, the
developed. The company would commercially exploit the Company only operates domestically in the OTC market for
opportunityarisenthroughtheproductsdevelopedbysettingupa consumer products. For sports nutrition products, the Company
manufacturing facility going forward through Plethico faces competition from international companies, particularly
International Limited. These would cater to the demand of high those from the US and due to the semi-regulated nature of the
endmarketsofUSandEuropetomentionafew. market, even from relatively small scale and informal producers.
For the OTC segment, the Company faces competition from
productslike'Vicks'and'Strepsils.'Natrol-ChatsworthPlant
Natrol manufactures most of its tablets and capsules at its 94,000
square foot manufacturing facility and headquarters located in
Chatsworth, California. In June 2009, this facility was certified new
16
ANNUAL REPORT 2014

21. NatrolandUSmarkets Capabilitytodeliverresults
The dietary supplement industry is highly competitive. Diversifiedproductportfolio&Recognisedbrands
Competition is based primarily on price, quality and assortment of The company has a portfolio of over 200 brands including
products,customerservice,marketingsupportandtheavailability recognized brands like Prolab, Natrol, Travisil& host of wellness
of new products. However, price is a key variable. Natrol competes products. Its presence is across a wide range of mature and high-
by positioning itself as a supplier of quality products, often with growth nascent product categories such as sports nutrition, food
uniquecompositions. supplements, mouth fresheners, cough and cold medications and
Natrol's principal competition in the health food store distribution lifestyle diseases. The Company has an established presence in
channel comes from a limited number of large nationally known markets with high growth potential for lifestyle /nutraceutical
manufacturers and many smaller manufacturers of dietary products such as India, Middle East and the emerging economies
supplement sales viz. health and natural food store chains, ofLatAm&SouthEastAsia.
drugstorechains,massmerchandisersandsupermarketchains.
In the mass-market distribution channel,Natrol's principal Largedistributionnetwork
competition comes from broad line manufacturers as well as AcriticalsuccessfactorfortheCompanyhasbeentheemphasison
major private label manufacturers. In addition, several large building a strong global distribution network. Plethico has a wide
pharmaceutical companies compete with the nutritional marketing and distribution network in the US,Russia and other CIS
supplement companies. Competition from such companies is countries, French West Africa and Cambodia. The acquisition of
strong because these companies have greater financial and other Natrol enables the Company to access the US market with its
resources available to them and possess manufacturing, existing products. Natrol has strong relationships with nearly
distributionandmarketingcapabilitiesfargreaterthanNatrol. every retail establishment in the US in all channels of trade. These
channels extend from Wal-Mart, the largest American retail
Businessstrategy: store, drug chains including Walgreens, specialty chains that
include GNC and grocery outlets to smaller stores including• Develop a network of strong brands and agile
internetretail.businesses in Nutraceutical, Herbal and
Allopathicsegmentsinidentifiedgeographies
Engagedmanagementteam• Focus on brands with high relative market share
The company's board is well represented in experience and skillandstrongconsumerfranchise
sets in the context of the industry and managerial skills. The• Continue to focus on marketing efforts in India
entrepreneurial nature of the management is well illustrated withfor herbal and allopathic products and
the company being the pioneers in the organized sports
significantly increase brand awareness
nutraceuticalsindustryinIndia.
campaignsfornutraceuticalproducts
• Cross sell products and optimise product
Stateofartmanufacturingandstringentqualitystandards
portfolio
The company has awell-definedmodern manufacturing set up
• Acquire products, brands and businesses that
which can cater to multiple market regulation requirements. This
arecomplementarytoourexistingproductline. isdemonstratedinthefollowing:
• Expandintonewmarketsviatheinorganicroute - 2 manufacturing facilities in India which are cGMP
whichcouldbeamanifoldapproach. compliant. Kalaria facility was UKMHRA & TGA accredited
• Expand distribution capabilities in the CIS, whichhasnowexpiredandisunderrenewalconsideration.
EuropeandAsiaPacific - 1 manufacturing facility in the US certified by industry
• Leverage strong distribution network to organizationasUScGMPcompliant.
introduceherbalproductsintheUS
• Plan for our own distribution set up and/or field Strongbrandrecognition
force in all principal places of business like FWA, The Company has established severalbrands of repute like Travisil,
SEA,LatAmandEuropeby2020. Coach's Formula, Prolab, Natrol, Actifreshand many others in
different parts of the world. The success has come out of focused• Integrate multi-location production facilities to
brandmarketingandaconsciousstrategyof"feetonthestreet.”capturecostefficiencies
Natrol's core brands are well established in the US market. The• Exploit locational advantages and tax holiday
Natrol brand is almost thirty years old and holds leading nationalschemes
positions in many key niche markets such as Melatonin, 5-HTP,
• Decreaseoutsourcedproduction
Carb Intercept, Acai Berry. MRI is widely recognized as a science-
• Emphasis on quality and adherence to basedleaderinsportsnutritiontechnology.
regulations The NuHair and ShenMin brands are one of the leading natural
• The Company is looking to reduce its debt alternativesinhairenhancementproducts.
burdenfromitscurrentlevels Prolab is recognized both within the US and internationally for its
• Receivables management and reduction of weight gain and weight loss sports products. Laci Le Beau is one of
receivables period from CIS and Third Front theleadingdietteabrandswithinthehealthchanneloftrade.
markets
Focus on key
brands and
leverage on
cross-selling
opportunities
Successfully
leverage
Acquisitions
and alliances
Strong focus
on distribution
network
Manufacturing
Financial
Management
17

22. Successfulacquisitionsynergy desire to play a more active role in regulating market access,
particularly for high-cost medicines. The Government of IndiaThe company's success in deriving synergy from its acquisitions
through its Drugs (Prices Control) Order, 1995 (DPCO) imposesand partnerships is evident in the continuing growth of Natrol and
price controls for speci?ed pharmaceutical products under certainthe distribution leverage from the investments in CIS based firms.
circumstances.Natrol has also profited from acquisition of brands and
manufacturing rights. The above reflects well on the company's Third parties may infringe on the company's brand and other
ability to venture and manage inorganic growth initiatives, which intellectual property rights, which may have an adverse impact
is slated to be a key success factor governing the increasing onourbusiness
consolidationtrendsintheindustry. The company relies on a combination of trademark, copyright,
trade secret, patent and other intellectual property laws and
confidentiality procedures to establish and protect proprietaryThreats,RisksandConcerns
rights, including the various brands. The precautions may notIn the pharma / nutraceutical industry, the risk and regulatory
prevent misappropriation of intellectual property, particularly inconcerns span the full product life cycle — from drug
foreign countries where laws or law enforcement practices maydevelopment, testing, manufacturing, and marketing. The
notprotectourproprietaryrightsfully.company carries out a detailed risk management exercise for
The company's results of operations may decline as a result of aidentification of risks and putting in place corrective measures and
downturn in general economic conditions or consumercontrolstomitigatetheserisks.
confidence
A downturn in general economic conditions or consumerLackofawarenessamongconsumers
confidence and spending in any of our major markets could result
According to Research on India's Healthcare Industry series, 45%
in people curtailing their discretionary spending, which, in turn,
of Indian consumers have no idea or a vague idea about
could lead to a decrease in product sales. Any such reduction
nutraceuticals and their benefits whereas a major portion of the
wouldadverselyaffectourresultsofoperations.
balance 55% have a mixed level of understanding about the
The sale of ingested products involves product liability and othercategory. In some instances, the high prices of nutraceuticals and
risksperception regarding credibility of nutraceuticals (Scientific
Like other distributors of products that are ingested, the companystudiesandclinicaltrialssupportingsafetyandefficacyclaims)and
does face an inherent risk of exposure to product liability claims ifHerbal formulations not being precise parameter driven unlike
the use of our products results in illness or injury. The foodSynthetic drugs could have led to the alienation. Moreover, the
products sold in the U.S. are subject to laws and regulations,Indianmarketismajorlyprescriptiondrivenandthereisnosecular
including those administered by the USDA and FDA that establishtrendinthesebeingregularlyrecommendedbythephysician.
manufacturingpracticesandqualitystandardsforfoodproducts.Competition from global and Indian manufacturers and indirect
The company may not successfully make acquisitions or entercompetitionfromsubstitutes
into joint ventures and may not be successful in realizing theThe nutraceutical industry is highly competitive. On the one hand,
benefitsofsuchbusinesses.there could be competition from countries that offer low cost
The company may not realize the anticipated benefits ofmanufacturing such as China, Korea and Taiwan. Low
acquisitions and joint ventures or may experience difficulties inbarrierstoentry and nascent regulations in the developingmarkets
integrating any acquired companies and products into the existinghave lead to a highly fragmented nutraceutical industry with lot of
business; attrition of key personnel from acquired businesses;small and in some instances, spurious manufacturers. The latter
significant charges or expenses; higher costs of integration; oractuallyaffecttheconsumerconfidencebysupplyingsubstandard
unforeseenoperatingdifficulties.products.
On the other hand, the company's products compete with a wide
variety of commercial weight-loss programs, pharmaceutical InternalControlSystems
products,self-helpdiets,supplementsandmealreplacements. The Company, in consultation with its Statutory Auditors,
New diets or pharmaceutical solutions could put the company at periodically reviews and ensures the adequacy of Internal Control
acompetitivedisadvantage. Procedures for the orderly conduct of business and also includes a
review to ensure overall adherence to management policies andThe food industry is highly subjective and influenced by many
applicable laws & regulations. The Company's internal audit teamfactors. Another new diet could sweep the nation or consumer
carries out extensive audits throughout the year, across allpreferences could change, which may impact existing business
functional areas, and submits its reports to the Audit Committeegrowth.
of the Board of Directors. Cost control measures, especially onThe company's business is subject to regulatory and legislative
major cost determinants, are continuously being implemented.restrictionsbutthereisanabsenceofclearregulatoryguidelines.
The Company also has a proper and adequate Internal Control
Indian nutraceutical industry is regulated by multiple laws. But
System to ensure that all assets are safeguarded and protected
there is a lack of clarity on setting up of manufacturing units or in
against loss from unauthorized use or disposition, and those
product categorization. In such a situation, availing subsidies,
transactionsareauthorized,recordedandreportedcorrectly.
qualityandpricecontrolbecomemajorissues.
The Company will continue to take substantial measures to ensure
Drug production and marketing are highly regulated bya variety of
compliancethroughroutineinternalandexternalaudits.
federal, state and local agencies in most countries. Additionally,
selling practices are regulated by competition authorities in the
United States and abroad. Some of the Governments may also
18
ANNUAL REPORT 2014

23. HumanResourcesDevelopment The company adheres to environmental laws and regulations that
seek compliance with a number of permits, authorizations andDuring the year under review, the Company continued with its
approvals and to maintain and update training programs andemphasis on Human Resource Development as one of the critical
safety data regarding materials used in various processes. Theareas of its operations. Executives and officers of the Company
company's manufacturing operations presently does not result inhaving high potential in the field of Finance, Accounts, Marketing,
generationofmaterialamountofhazardousortoxicsubstances.International Business, Production, Quality Control, Quality
Assurance and New Drug Development were regularly met at all
the plant locations as well as the head office with a view to update FinancialPerformance
their knowledge and skills and keep them abreast of the present Plethico's revenues on consolidated basis has grown up by 1.52%
scenarioformeetingthechallengesahead. to `16787.46 million (for 15 months 20984.33 million), the net
We have the highest degree of intellectual and technical milieu profit after tax on consolidated basis has however declined by
which is a perennial one at the company. The Company organizes 12.75% to `885.49 million (for 15 months `1106.86
periodical external and internal trainings to encourage and million).EBITDAmarginsfortheyearendedat15%against11%for
develop vital human resources. All the efforts are aimed to CY12, an increase of 400 bps. The results under review is for 15
develop and nurture the entrepreneurial attitude and skills monthsperiodandannualizedfortheaforesaidpurpose.
amongtheemployees. ThedetailsofthefinancialperformanceoftheCompanyappearin
the Balance Sheet, Statement of Profit and Loss and other
Companyviewpoint financial statements appearing separately. Please refer the
Directors'Reportforhighlights.The company is cognizant that its future success depends on the
ability to continue to develop and market new products and Inspite of the challenging market conditions, the Company was
enhanceexistingproductsonatimelybasistorespondtonewand able to maintain its client base and market share of various
evolving customer demands, achieve market acceptance and products across different geographies. The Company continued
keep pace with new nutritional developments. Hence, the its efforts towards geographic diversification both by exploring
emphasis has always been on product development and brand new markets and cross selling of products across geographies
building. The company's research and development efforts going which to a great extent yielded the desired results. We believe
forward will be more targeted by monitoring developments that these efforts would continue and the focus of the Company
within the dietary supplement industry. The company has been would be to constantly devise ways and means of rewarding the
able to align its product mix and place more emphasis on exports shareholders.
to off-set the lower consumer awareness as well as the overall
impact of moderate prices in domestic market on the top and Disclaimer
bottom line of the company. Additionally, the company is focusing
The Statement made in this report and those appearing
on de-controlled products to maintain profitability. While
elsewhere may be 'business outlook' that set forth anticipated
concentration on cough and cold segment continues, the
results based on management plans and assumptions. These
company intends to diversify its product and geographical spread
statements are likely to address the company's growth strategy,
to mitigate any risk arising from such concentration. To date, the
financial results, product development, product approval,
company has not been a party to any product liability litigation.
product potential and development programs. Achievement of
The company is not aware of any instance in which any of their
future results is subject to risks, uncertainties and inaccurate
products are or have been defective in any way that could give rise
assumptions. Should known or unknown risks, uncertainties
to material losses or expenditures related to product liability
materialized or should underlying assumptions prove inaccurate,
claims. The company's legal staff reviews all label claims and
actual results could vary materially from past results and those
manufacturing process to ensure that the company is in
anticipated, estimated or projected. Some of the factors that
compliance with Federal Drug Administration and Federal Trade
could cause actual results to defer materially are stated in the
Commissionrulesandregulations.
section“Threats,RisksandConcerns.”
`
19

24. CORPORATE GOVERNANCE REPORT
Name of
Directors
Category* Attendance
Board Last
AGM
Directorship Committee
Chairmanship
Committee
Membership
No. of Directorship/Committee Positions
held in other Companies
No. of Shares held by
NED in Plethico
Pharmaceuticals
Limited as 31.03.2014
Mr. Shashikant Patel ED 8 Yes 1 - - N.A.
Mr. Chirag Patel ED 4 Yes 1 - - N.A.
Mrs. Gauravi Parikh# ED 5 Yes 1 - - N.A.
Dr. G.N. Qazi ID & NED 6 No - - - NIL
CA. Pramod Shrivastava ID & NED 7 Yes - - - NIL
CA. Hitesh Thakar@ ID & NED 6 Yes - - - NIL
Mr.Pranav Koshal^ ID & NED 2 No - - - NIL
*ED-ExecutiveDirector,ID-IndependentDirector,NED-NonExecutiveDirector Directors'appointment/re-appointment
st
#Resignedfromdirectorshipwitheffectfrom1 January,2014.
Mrs. Gauravi Parkih and CA. Hitesh Thakar, Directors of theth
@Resignedfromdirectorshipwitheffectfrom16 January,2014. st
th Company had resigned from the post of Directorship on 1^Mr.PranavKoshalwasappointedasanAdditionalDirectoron24 Jan,2014.
th
January, 2014 and 16 January, 2014, respectively and Mr. PranavNotes:
th
KoshalwasappointedasAdditionalDirectoron24 January,2014.· Excludesprivateandforeigncompaniesandcompaniesregistered
Mr. Shashikant Patel, director of the Company is retiring at theunderSection25oftheCompaniesAct,1956.
forthcoming annual general meeting by rotation and he is eligible· Includes only the membership of Audit and Share Transfer and
forre-appointment.Shareholders/Investors Grievance Committee of Indian public
limitedcompanies.
3. CommitteesoftheBoard
The Board Committees focus on certain specific areas and makeBoardProcedure
informed decisions within the delegated authority. EachThe Board meets at regular intervals and apart from regular Board
committee of the Board functions according to its scope thatbusiness, it discusses policies and strategy matters. All the
defines its composition, power and role in accordance with thenecessary documents and information pertaining to the matters
Companies act and the Listing Agreement. The composition,to be considered at each Board and Committee meetings, is made
meetings, attendance and the detailed terms of reference ofavailable to enable the Board and Committee members to
variouscommitteesoftheBoardarenotedbelow:dischargetheirresponsibilitieseffectively.
st
2. BoardofDirectors theListingAgreementason31 March,2014.
Composition&CategoryofDirectors
Plethico's policy is to maintain optimum combination of executive MeetingandAttendance
st st
and non-executive directors. The non-executive with their diverse Duringthetenure(1 January,2013to31 March,2014)theBoard
th thknowledge, experience and expertise bring their independent of Directors met eight (8) times on 9 January, 2013, 28 February,
th st th thjudgmentindeliberationsanddecisionoftheBoard. 2013, 14 May, 2013, 1 June, 2013, 14 August, 2013 and 11
th th
The Board consisted of Five (5) directors, including three (3) November,2013,24 January,2014and14 February,2014.
Independent & Non-Executive Directors. The Chairman of the Thegapbetweenanytwomeetingsdidnotexceedfourmonths.
Board was an executive director and more than half of the Board
comprised of independent directors. The composition of the
Board is in compliance with the requirements of Clause 49(I)(A) of
1. Company'sPhilosophyonCorporateGovernance: interest of stakeholders such as creditors, customers,
suppliersandemployees.Plethico Pharmaceuticals Limited (“Plethico”) is committed to
conduct its business strictly in compliance with the applicable 2. To identify and recognize the Board of Directors and
laws,rulesand regulationsand withhigheststandards of business Management of Plethico as the principal instruments
ethics. Plethico considers good corporate governance a key through which good corporate governance principles are
contributor to sustainable corporate growth and creating articulatedandimplemented.
superior value for our stakeholders. It is primarily concerned with 3. To identify and recognize accountability, transparency and
transparency, accountability, fairness, professionalism, social equality of treatment for all stakeholders, as central tenets
responsivenessandcompletedisclosureofinternalfacts.Policyof ofgoodcorporategovernance.
PlethicoonCorporateGovernancehasbeen: Plethicoisspeedilymarchingtowardsitsmission“Tocreatea
1. To enhance the long term interest of its shareholders and to 'Global Healthcare' brand identity synonymous with
provide good management, the adoption of prudent risk nurturing healthcare, eternal values, strong ethics and
management techniques and compliance with the related global quality of highest standards in pharmaceuticals and
standards of capital adequacy, thereby safeguarding the alliedhealthcareproducts.”
20
ANNUAL REPORT 2014

25. (i) AuditCommittee - Significant adjustments made in the financial statements
arisingoutofauditfindings.The Audit Committee of the company has been constituted in
- Compliance with listing and other legal requirementsterms of the provisions of Section 292A of the Companies Act,
relatingtofinancialstatements.1956 and the guidelines set out in the Listing Agreement with the
- Disclosureofanyrelatedpartytransactions.StockExchanges.
- Qualificationsinthedraftauditreport.Composition:
5. Reviewing, with the management, the quarterly financialThe Audit Committee comprises of three members out of whom
statementsbeforesubmissiontotheboardforapproval
two are independent directors including the Chairman and one is
6. Reviewing, with the management, the statement of uses/
an Executive director. The composition of the Audit Committee is
application of funds raised through an issue (public issue,
in compliance with the requirements of Clause 49(II)(A) of the rights issue, preferential issue, etc.), the statement of fundsst
ListingAgreementason31 March,2014. utilized for purposes other than those stated in the offer
MeetingsandAttendance: document/ prospectus/notice and the report submitted by
st st
the monitoring agency monitoring the utilisation ofDuring the tenure (1 January, 2013 to 31 March, 2014) the
th th proceeds of a public or rights issue, and making appropriateCommittee met eight (7) times on 9 January, 2013, 28 February,
recommendations to the Board to take up steps in thisth st th th
2013, 14 May, 2013, 1 June, 2013, 14 August, 2013 and 11
matter.th
November, 2013, and 14 February,2014. The details composition
7. Reviewing, with the management, performance of statutory
and attendance of the members of the Audit Committee in the and internal auditors, adequacy of the internal control
meetingsareasfollows: systems.
8. Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department,
staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal
audit.
9. Discussion with internal auditors any significant findings and
th followupthereon.1. AppointedasChairmanw.e.f.24 January,2014.
10. Reviewing the findings of any internal investigations by the2. Resigned from Board and consequently ceased to be member and
th
Chairmanw.e.f.16 January,2014. internalauditorsintomatterswherethereissuspectedfraud
th
3. Inductedasmemberw.e.f24 January,2014. or irregularity or a failure of internal control systems of a
The Chairman & Managing Director, representatives of the materialnatureandreportingthemattertotheboard.
statutory auditors, Internal Auditors and senior officials of the 11. Discussion with statutory auditors before the audit
Company are invited to attend the meetings of the Audit commences, about the nature and scope of audit as well as
Committee from time to time. The Company Secretary acts as the post-auditdiscussiontoascertainanyareaofconcern.
SecretarytotheAuditCommittee.
12. Appointment of the Cost Auditors and consideration of the
The Chairman of Audit Committee was present at the Annual CostAuditReport.th
GeneralMeetingoftheCompanyheldon28 June,2013. 13. To look into the reasons for substantial defaults in the
Termofreference: paymenttothedepositors,debentureholders,shareholders
The broad terms of reference includes the following as is (in case of non-payment of declared dividends) and
mandated in Clause 49 of the Listing Agreement and Section 292A creditors.
oftheCompaniesAct,1956: 14. ToreviewthefunctioningoftheWhistleBlowermechanism.
1. Oversight of the company's financial reporting process and 15. Approval of appointment of CFO (i.e., the whole-time
the disclosure of its financial information to ensure that the Finance Director or any other person heading the finance
financialstatementiscorrect,sufficientandcredible. function or discharging that function) after assessing the
2. Recommending to the Board, the appointment, re- qualifications, experience & background, etc. of the
appointmentand,ifrequired,thereplacementorremovalof candidate.
thestatutoryauditorandthefixationofauditfees. 16. Carrying out any other function as is mentioned in the terms
3. Approval of payment to statutory auditors for any other ofreferenceoftheAuditCommittee.
servicesrenderedbythestatutoryauditors. 17. Toreviewthefollowinginformation:
4. Reviewing, with the management, the annual financial - Management discussion and analysis of financial condition
statements before submission to the Board for approval, andresultsofoperations;
withparticularreferenceto: - Statement of significant related party transactions (as
- Matters required to be included in the Directors defined by the audit committee), submitted by
ResponsibilityStatementtobeincludedintheBoard'sreport management;
in terms of clause (2AA) of section 217 of the Companies Act, - Management letters/letters of internal control weaknesses
1956. issuedbythestatutoryauditors;
- Changes, if any, in accounting policies and practices and - Internal audit reports relating to internal control
reasonsforthesame. weaknesses;and
- Major accounting entries involving estimates based on the - Theappointment,removalandtermsofremunerationofthe
exerciseofjudgmentbymanagement.
Name Position Meeting Attended
1
Mr. Pramod Shrivastava Chairman 7
2
CA. Hitesh Thakar Member 6
Mr. Chirag Patel Member 4
3
Mr. Pranav Koshal Member 1
21

26. Internal auditor shall be subject to review by the Audit (iii) RemunerationCommittee
Committee. This is the non-mandatory requirement of Clause 49 of the Listing
Agreement. The Committee recommends the terms and- Limited review report of the Auditors and approval of the
conditions for appointment of executive directors of theQuarterly unaudited financial results before forwarding to
Company, their remuneration packages including pension rights,theBoard.
anycompensationpaymentandothermattersrelatedthereto.
Composition:
(ii) Share Transfer and Shareholders/Investors Grievance
The remuneration Committee consisted of three members, all ofCommittee
whomwerenon-executiveindependentdirectors.
The Share Transfer and Shareholders/Investors Grievance
MeetingsandAttendance:Committee have been constituted as per the requirements of
During the year, the committee has met one time. The detailsClause49oftheListingAgreement.
composition and attendance of the members of the Committee in
Composition:
themeetingsareasfollows:
The Committee consisted of three members out of whom two are
independent directors including the Chairman. The composition
of the Committee is in compliance with the requirements of
st
Clause 49(IV) (G) (iii) of the Listing Agreement as on 31 March,
2014.
MeetingsandAttendance:
During the year, the Committee has met 5 times. The details
1. AppointedasChairmanw.e.f.January24,2014.composition and attendance of the members of the Committee in
2. Resigned from Board and consequently ceased to be member andthemeetingsareasfollows:
Chairmanw.e.f.January16,2014.
3. Inductedasmemberw.e.fJanuary24,2014.
Remunerationtodirectors:
Executivedirectors
The remuneration of the executive directors is in accordance with
the recommendations of the Remuneration Committee and the
Board and approval granted by the shareholders of the Company1.
2. Resigned from Board and consequently ceased to be member and at their General Meeting. Details of remuneration as per
th
Chairmanw.e.f.16 January,2014. approvedlimitsareasunder:-
th
3. Inductedasmemberw.e.f24 January,2014.
TermsofReference:
Thebroadtermsofreferenceincludesthefollowing:
a. The Committee, inter alia, approves issue of duplicate share
certificates and oversees and reviews all matters connected
withsecuritiestransfers.
* Exclusive of provision for leave encashment and contribution to the approved E.P.F.
b. The Committee also looks into red ressal of shareholder's and approved Group Gratuity Fund, which are actuarially determined on an overall
complaints like transfer of shares, non-receipt of balance basis.
sheet,dividend,refundorders,etc. However, in terms of the special resolution passed by the
shareholders, in case of loss or inadequacy of profits, thec. The Board of Directors, in order to expedite the process of
aforesaid remuneration shall be restricted to the limits asshare transfers, has delegated the power of share transfer to
prescribed under Section II (B) of Part II of Schedule XIII to thetheRegistrar&ShareTransferAgentoftheCompany.
Companies Act, 1956. Since the Company had incurred lossesd. The Committee reviews the performance of the Registrar & st
during the year ended 31 December, 2012 and looking into theShareTransferAgentoftheCompanyfromtimetotime.
financial positions of the Company, a minimum remuneration has
Ms. Khushboo Kothari, Company Secretary is the “Compliance
been provided in compliance of Schedule XIII to the Companies
Officer” pursuant to the requirement of the SEBI Regulations and
Act, 1956 and accordingly the remuneration paid to executive
ListingAgreement. st
directors for the period of 15 months ended on 31 March,2014
The company has resolved all the complaints/grievances areasunder:
expeditiously and replies have been sent usually within 15 days,
exceptincaseofdisputeorotherlegalconstraints.
The Company received 18 shareholders' complaints from
Investors/Stock Exchanges/SEBI, which inter-alia, include non-
receipt of refund order and Non-receipt of credit of shares in their
demat account/mutilated cheque(s) corrections. The complaints
were duly attended to and the Registrar and Share Transfer Agent *Exclusive of provision for leave encashment and contribution to the approved E.P.F.
have furnished necessary documents/ information to the and approved Group Gratuity Fund, which are actuarially determined on an overall
basis.shareholders and outstanding complaints pending at the end of
st
#resignedfromdirectorshipwitheffectfrom1 January,2014.yearwereNIL.
th
AppointedasChairmanw.e.f.24 January,2014.
Name of the
Director
Salary,
Allowances &
Perquisites
Commi-
-ssion
*
Total Service Contract
Tenure Notice Period &
Severance Fees
Mr. Shashikant Patel `4,08,00,000 - `4,08,00,000 3 Years --
Mr. Chirag Patel `2,04,00,000 - `2,04,00,000 3 Years --
Mrs. Gauravi Parikh `15,60,000 - `15,60,000 3 Years --
Name Position Meeting Attended
1
Mr. Pramod Shrivastava Chairman 5
2
CA Hitesh Thakar Member 4
3
Mr. Pranav Koshal Member 1
Mr. Chirag Patel Member 3
Name Position Meeting Attended
1
CA. Pramod Shrivastava Chairman 1
2
CA. Hitesh Thakar Member 1
3
Mr. Pranav Koshal Member -
Dr. G.N.Qazi Member 1
Name of the
Director
Salary,
Allowances &
Perquisites
Commi-
-ssion
*
Total Service Contract
Tenure Notice Period &
Severance Fees
Mr. Shashikant Patel `22,35,000 - `22,35,000 3 Years --
Mr. Chirag Patel `22,35,000 - `22,35,000 3 Years --
#
Mrs. Gauravi Parikh `15,60,000 - `15,60,000 3 Years --
22
ANNUAL REPORT 2014

27. st
Non-ExecutiveDirectors: committeew.e.f1 January,2014.
Thenon-executivedirectorsarenotpaidanyremunerationexcept No Meeting of the Committee was held during the period under
sitting fees for attending the meetings of the Board and/or review.
Committees thereof which is within the limits prescribed by the
Companies Act, 1956. The details of the sitting fees paid to the
st 4. AnnualGeneralMeetingsnon-executive directors for the period of 15 months ended on 31
March,2014areasunder:
st
During the 15 months ended on 31 March 2014, there have beenth
#Resignedasadirectorwitheffectfrom16 January,2014.
no resolutions passed by the Company's shareholders throughth
^PranavKoshalwasappointedasanAdditionalDirectoron24 Jan,2014.
postal ballot. Also, at the ensuing Annual General Meeting, there
Notes: isnoresolutionproposedtobepassedbypostalballot.
i. Presently, the Company does not offer any scheme for grant
5. CodeofConductof stock options either to the Executive Directors or to the
employees. The Company is committed to conducting its business in
st
ii. As on 31 March 2014, none of the Non-Executive Directors conformity with ethical standards and applicable laws and
heldanyequitysharesintheCompany. regulations. This commitment stands evidenced by the Code of
Conduct adopted by the Board of Directors at their meeting held
th
on 5 May, 2006 and posted on the website of the Company,(iv) SecuritiesIssueandAllotmentCommittee
which is applicable to each member of the Board and SeniorThis is the non-mandatory requirement of Clause 49 of the Listing
Management of the Company. The Company has received
Agreement. This committee has been set up pursuant to Board
confirmations from all the Directors and Senior Management ofth
resolution dated 8 December, 2011, to decide, consider, the Company regarding compliance with the said Code for the 15
stapprove, issue and allot equity shares and/or other securities monthsended31 March,2014.
convertible into equity shares and/or equity linked instruments in
termsoftheprovisionsoftheSEBIICDRRegulations.
Composition,Meetings &Attendance:
The Securities Issue and Allotment committee consisted of three
members out of whom two are independent directors including
the Chairman. CA.Pramod Shrivastava was appointed as
th
Chairman w.e.f 24 January, 2014 due to resignation of CA.Hitesh
Thakar from the Board and consequently from the membership
th
and chairmanship of the Committee w.e.f 16 January, 2014.
During the period, Mr. Pranav Koshal was inducted as the new
member of the Committee due to resignation of Mrs.Gauravi
Parikh from Board and consequently from the membership of the
6. CEO&CFOCertificationst
committeew.e.f1 January,2014.
The Board has recognized the Chairman and Managing Director of
No Meeting of the Committee was held during the period under
the Company as the CEO for the limited purpose of compliance
review. under the Listing Agreement. Mr. Shashikant Patel, the Chairman
and Managing Director of the Company shall be holding the
(v) QIPIssueCommittee additional portfolio of Chief Financial Officer. Certificate from
Chief Executive Officer of the Company for the 15 months endedThis is the non-mandatory requirement of Clause 49 of the Listing st
31 March, 2014 has been provided as annexure to the CorporateAgreement. QIP Issue committee has been set up pursuant to a
th GovernanceReport.
Board resolution dated 30 October, 2009, to decide matters
pertaining to issuance of equity shares and/or FCCB and/or GDR
7. Disclosuresand/or QIP or other securities convertible into equity shares
a) RelatedPartyTransactionsand/orsuchotherequitylinkedinstruments.
Noneofthetransactionswithanyoftherelatedpartieswere
in conflict with the interest of the Company. The details of
Mr. Chirag Patel and Mr.Pranav Koshal, Directors of the Company st st
such transactions for the tenure 1 January, 2013 to 31
are the members of the Committee. Mr. Chirag Patel acts as March, 2014 are given in the notes to the accounts forming
ChairmanoftheCommittee. partofthefinancialstatementinthisAnnualReport.
During the period, Mr.Pranav Koshal was inducted as the new b) DisclosureofCompliancesbytheCompany
member of the Committee due to resignation of Mrs.Gauravi There is no instance of non-compliance by the Company and
Parikh from Board and consequently from the membership of the no penalties, strictures etc. imposed on the Company by the
Composition,Meetings &Attendance:
2010 A.B. Road, Manglia, 28/09/2011 9.30 a.m. None
Indore- 453771 (M.P.)
2011 A.B. Road, Manglia, 29/06/2012 9.30 a.m. 4
Indore- 453771 (M.P.)
2012 A.B. Road, Manglia, 28/06/2013 9.30 a.m. 1
Indore- 453771 (M.P.)
Year Location Date Time No. of Special
Resolution passed
DECLARATION BY THE MANAGING DIRECTOR
PURSUANT TO CLAUSE 49(I)(D)(ii) OF THE LISTING
AGREEMENT FOR THE 15 MONTHS ENDED ON 31.03.2014
All the Board members and Senior Management Personnel of the
Company have affirmed compliance with the Company's Code of
st
Conductforthe15monthsended31 March,2014.
For Plethico Pharmaceuticals Ltd.
Shashikant Patel,
th
Mumbai, 27 November 2014 Chairman & Managing Director
Name of the Director Sitting Fees
Dr. G. N. Qazi 30,000
CA. Pramod Shrivastava ` 35,000
#
CA. Hitesh Thakar ` 30,000
Mr. Pranav Koshal^ ` 10,000
`
23

28. Stock Exchange, SEBI or any other statutory authority, on any
matterrelatedtocapitalmarkets,duringthelastthreeyears.
c) DisclosureofAccountingTreatment
In preparation of the Financial Statements, the company has
followed the Accounting Standards issued by the Institute of
Chartered Accountant of India (ICAI), to the extent
applicable.
d) Status of Compliance with non-mandatory requirements as
perlistingagreement
The Company has constituted a Remuneration Committee of
Directors comprising of non-executive and Independent
Directors.
MarketPriceData8. MeansofCommunication
The High and Low prices of the Company's share (of the face valueThe Company regularly intimates unaudited as well as audited
of` 10each)fromJanuary,2013tillMarch,2014areasfollows:financial results to the Stock Exchanges immediately after these
are taken on record by the Board. These financial results are
normally published in the Free Press (English) and Choutha Sansar
(Hindi) and are displayed on the website of the Company
www.plethico.com.
The Company's above Quarterly results in addition to being
published in newspapers are also provided on receipt of an
individualrequestfromtheshareholders.
In accordance with the Circulars issued by the Ministry of
Corporate Affairs on the Green Initiatives and amendment in
Clause 32 of the Listing Agreements with the Stock Exchanges, the
Company sends Annual Reports and Notice of General Meeting (s)
alongwithProxyFormelectronically/physically.
9. ManagementDiscussion&Analysis
A Separate report containing Management Discussion & Analysis,
as required under the listing agreement with the stock exchange is
annexedherewithandformspartofthisAnnualReport.
10. GeneralShareholderInformation Sourceofdata:WebsiteofBSE&NSE.
SharePriceperformance–PlethicoVsBSESensex
Company's closing price movement during the tenure ie January,
2013tillMarch,2014onBombayStockExchange(BSE).
SharePriceperformance-PlethicoVsNSE(S&PCNXNifty)
Company's closing price movement during the tenure ie January,
2013 till March, 2014 on National Stock Exchange of India Limited
(NSE).
AnnualGeneralMeeting
th
Day,dateandtime : Friday, the 26 day of December, 2014 at
10.00A.M.
Venue : Registered Office of the Company at
A.B.Road,Manglia,Indore(M.P.)453771
st
FinancialCalendar : The Company follows the period of 1 April to
st
31 March,asFinancialYear.*
* Your Company has changed its financial year from January-
st
December to April-March effective from 01 April, 2014. In
view of this, the current financial year will be for a period of
st st
15monthsi.e.1 January,2013to31 March,2014.
FinancialCalender(Tentative)
st th
Resultsforthe1 Quarter : 13 August2014
nd th
Resultsforthe2 Quarter : 14 November2014
rd
Resultsforthe3 Quarter : within45daysfromthecloseofquarter
th
Resultsforthe4 Quarter : within60daysfromthecloseofquarter
DateofBookclosure : 17.12.2014 to 19.12.2014 (both days
inclusive).
ListingonStock : BSELimited(BSE)
Exchanges PhirozeJeejeebhoyTowers,
DalalStreet,Mumbai-400001
National Stock Exchange of India Limited
(NSE)
ExchangePlaza,Plotno.C/1,
GBlock,Bandra-KurlaComplex
Bandra(E),Mumbai-400051.
(` per share)
Month BSE Limited (BSE) National Stock Exchange
of India Limited (NSE)
Month’s
High Price
Month’s
Low Price
Month’s
High Price
Month’s
Low Price
January, 2013 394.90 302.50 370.00 302.45
February, 2013 364.90 212.70 363.80 205.35
March, 2013 191.45 120.10 184.85 116.00
April, 2013 254.00 163.00 256.00 158.50
May, 2013 244.00 195.05 243.45 195.00
June, 2013 226.00 188.00 224.05 185.00
July, 2013 196.00 88.30 197.50 88.60
August, 2013 130.00 60.40 134.00 59.85
September, 2013 98.00 57.40 97.20 56.90
October, 2013 74.35 31.25 73.35 31.35
November, 2013 61.05 36.15 61.10 36.35
December, 2013 51.85 40.10 50.90 39.75
January, 2014 46.90 38.00 46.75 37.80
February, 2014 47.30 37.65 46.90 37.75
March, 2014 44.20 39.20 44.90 39.10
22000
21500
21000
20500
20000
19500
19000
18500
18000
350.00
310.00
270.00
230.00
190.00
150.00
110.00
70.00
30.00
Jan
13
BSE Sensex Close Price Plethico Close Price
(The Company has paid the listing fees for the year
2013-14totheaforesaidStockExchanges)
StockCode/Symbol
ForBSE : 532739
ForNSE : PLETHICO
DematISINNumber : INE491H01018
CorporateIdentityNumber : L24232MP1991PLC006801
(CIN)allottedbytheMinistry
ofCorporateAffairs
CustodialFeesto : Theannualcustodialfeeforthefinancial
Depositories year 2013-14 has been paid to the National
Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited
(CDSL).
24
ANNUAL REPORT 2014
Feb
13
Mar
13
Apr
13
May
13
Jun
13
Jul
13
Aug
13
Sep
13
Oct
13
Nov
13
Dec
13
Jan
14
Feb
14
Mar
14BSE Plethico

29. DematerializationofSharesandLiquidity
The Company's shares are forming part of the compulsory demat
segment.TheCompanyhas establishedconnectivitywithboth the
Depositories viz. National Security Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) through its
st
Registrars, Link Intime India Private Limited. As on 31 March,
2014, 99.9929% of the paid-up share capital of the Company
representing34064251equityshareshasbeendematerialized.
As per directions of SEBI, equity shares of the company can be
traded by all the investors only in dematerialized form. The
Company'ssharesareactivelytradedonBSEandNSE.
RegistrarandTransferAgents Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments,
ForPhysical&DematShares: conversiondateandlikelyimpactonequity
M/sLinkIntimeIndiaPrivateLimited The Company had issued Foreign Currency Convertible
nd
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Bonds(FCCB) on 22 October, 2007 which were due for repayment
rdMumbai–400078 on 23 October, 2012 or alternatively, the same was required to be
Tel.: 91-22-25946970Fax: 91-22-25946969 converted into equity shares of the Company. Disputes had arisen
E-mail:rnt.helpdesk@linkintime.co.in between the Company, Trustee and Bond holders and pursuant to
which the Company had filed a suit for damages against Trustees
ShareTransferSystem for USD 150 Million and a suit for damages against one of the
The shares lodged for transfer in physical form are processed and purported Bond holder for USD 250 Million at District Court,
the share certificates returned after transfer within a period of 10 Indore Madhya Pradesh. In consequence thereof, the Trustees had
to15daysfromthedateofreceipt,subjecttothedocumentsbeing
filed a winding up Petition against the Company which is pending
valid and complete in all respects. All requests for
for admission. The company has disputed the amount claimed bydematerializationofsecuritiesareprocessedandtheconfirmation
the Trustee on various grounds. The liability of the Company forisgiventothedepositorieswithin15days.
payments towards principal and maturity premium of the FCCBs
st would depend upon the outcome of the aforesaid suit filed by theDistributionofShareholdingasat31 March,2014
Company and also on the outcome of the winding up petition thatBycategoryofshareholders:
hasbeenfiledagainstthecompany.
Details of unclaimed shares in terms of Clause 5A(I) of the Listing
Agreement:
In terms of Clause 5A(I) of the Listing Agreement, the details of
equity shares allotted pursuant to the Initial Public Offering (IPO)
which are unclaimed and are lying in demat suspense account are
givenbelow:
Bysizeofshareholding:
Particulars No.of Cases No.of Shares
the outstanding shares in the suspense
account lying at the beginning of the
st
financial year i.e. as on 1 January, 2013 22 440
Number of shareholders who
approached to Issuer/Registrar for
transfer of shares from suspense account
st
during the period from 1 January, 2013
st
up to 31 March, 2014. NIL NIL
Number of shareholders to whom shares
were transferred from suspense account
during the said period NIL NIL
Aggregate number of shareholders and
the outstanding shares in the suspense
account lying at the end of the financial
st
year i.e. as on 31 March, 2014 22 440
Aggregate number of shareholders and
6650.00
6400.00
6150.00
5900.00
5650.00
5400.00
330.00
280.00
230.00
180.00
130.00
80.00
30.00
NSE Nifty Close Price Plethico Close Price
Category of Shareholder Number of
Shareholders
Total Number
of Shares
Percentage
Promoters' Group 14 25100930 73.68
Mutual Funds and UTI 0 0.00 0.00
Banks, FIs & Insurance 6 4104100 12.05
Companies.
Foreign Institutional Investors 20 1810036 5.31
Other Bodies Corporate 332 825818 2.42
Indian Public 12386 2225783 6.54
Total 12758 34066667 100.00
Shareholding of
Nominal Value of `
Shareholders
(Number)
% Age of
Total
Share
amount `
% Age of
Total
1 - 5000 11970 93.8235 8127620 2.3858
5001 - 10000 377 2.9550 3011890 0.8841
10001 - 20000 188 1.4736 2846230 0.8355
20001 - 30000 71 0.5565 1815840 0.5330
30001 - 40000 31 0.2430 1098930 0.3226
40001 - 50000 24 0.1881 1139760 0.3346
50001 - 100000 45 0.3527 3259890 0.9569
Above 100000 52 0.4076 319366510 93.7475
TOTAL 12758 100 340666670 100
25
Jan
13
Feb
13
Mar
13
Apr
13
May
13
Jun
13
Jul
13
Aug
13
Sep
13
Oct
13
Nov
13
Dec
13
Jan
14
Feb
14
Mar
14NSE Plethico

30. The voting rights on these shares lying in the demat suspense RegisteryourElectronicClearingService(ECS)Mandate
account shall remain frozen till the rightful owners of such shares ECS helps in quick remittance of dividend without possible
claimtheshares. loss/delay in postal transit. Members are requested to register
theirECSdetailswiththeCompanyortheirrespectiveDPs.
PlantLocations: DonotforgettoencashyourDividends
A.B.Road,Manglia, Please encash your dividend promptly to avoid hassles of
revalidation/ losing your right to claim owing to transfer ofIndore–453771MadhyaPradesh
unclaimeddividendbeyondsevenyearstoInvestorEducationand
ProtectionFund.
Village–Dharawra,Post–Kalaria,
Updateyouraddress
Indore–453001MadhyaPradesh
To receive all communications promptly, please update your
addressregisteredwiththeCompany.
AddressforCorrespondence:
ConsolidateyourmultipleFolios
i. LinkIntimeIndiaPrivateLimited
Members are requested to consolidate their shareholdings under
(FormerlyknownasIntimeSpectrumRegistryLtd.) multiple folios to save them from the burden of receiving multiple
Unit:PlethicoPharmaceuticalsLimited communicationandcorporatebenefits.
C-13,PannalalSilkMillsCompound RegisterNominations
LBSMarg,Bhandup(West),Mumbai–400078 To help your successors get the shares transmitted in their favour,
Tel.: 91-22-25946970Fax: 91-22-25946969 please register your nomination. Members desirous of availing
this facility may submit nomination form, which can be obtainedE-mail:rnt.helpdesk@linkintime.co.in
from Link Intime India Private Limited at address mentioned
above. Member(s) holding shares in dematerialized form areii. CompanySecretary&ComplianceOfficer
requested to register their nomination directly with their
PlethicoPharmaceuticalsLimited
respectiveDPs.
AdministrativeOffice
Preventionoffrauds
37,Pologround,IndustrialEstate
There are certain instances of fraudulent transactions observed,
Indore–452015(M.P.),India relating to dormant folios, where the shareholder has either
Tel.:91-731-2422881-4Fax:91-731-2420938,2421309 expired or has gone abroad. Hence we urge you to exercise due
E-mail: pledge@plethico.com diligence and notify us any change in address/stay in abroad or
demise of any shareholder as soon as possible. Do not leave yourWebsite:www.plethico.com
demat account dormant for long. Periodic statement of holdings
should be obtained from the concerned DP and holdings should11. ComplianceCertificateoftheAuditors
beverified.
Certificate from the Auditor of the Company M/s. N.P.Gandhi &
ConfidentialityofSecurityDetailsCo., confirming compliance with the conditions of Corporate
Do not disclose your Folio No./DP Id./Client Id. to an unknownGovernance as stipulated under Clause 49 is attached to the
person. Do not hand over signed blank transfer deeds/deliveryCorporateGovernanceReportformingpartoftheAnnualReport.
instructionslipstoanyunknownperson.
DealingofsecuritieswithRegisteredIntermediariesInvestorsSafeguards
Members must ensure that they deal with only SEBI registeredIn order to serve you better and enable you to avoid risks while
intermediaries and must obtain a valid contract note/dealing in securities, you are requested to follow the general
confirmation memo from the broker/sub-broker within 24 hourssafeguardsasdetailedhereunder:
of execution of the trade and it should be ensured that the
Dematyourshares
contract note/confirmation memo contains order no., trade no.,
Members are requested to convert their physical holdings to tradetime,quantity,priceandbrokerage.
demat/electronic form through any of the nearest depository
participants (DPs) to avoid the hassles involved in the physical
sharessuchaspossibilityofloss,mutilationetc.andalsotoensure
safeandspeedytransactioninsecurities.
26
ANNUAL REPORT 2014

31. AUDITORS' CERTIFICATE
N. P. Gandhi
Proprietor
(M.No.44294)th
Mumbai, 27 November, 2014
For N.P. GANDHI & CO.
Chartered Accountants
(Firm Reg No: 116574W)
TotheMembers
PlethicoPharmaceuticalsLimited
We have examined the compliance of condition of Corporate Governance by the Plethico
st
PharmaceuticalsLimitedforthe15monthsended31 March,2014asstipulatedinClause49
oftheListingAgreementoftheCompanywiththeStockExchanges.
The compliance of conditions of Corporate Governance is the responsibility of the
management. Our examination was limited to procedures and implementation thereof,
adopted by the company for ensuring the compliance of the conditions of the corporate
governance.Itisneitheranauditnoranexpressionofopinion on thefinancialstatementsof
thecompany.
In our opinion and to the best of our information and according to the explanations given to
us, we certify that the company has complied with the conditions of Corporate Governance
asstipulatedintheabove-mentionedlistingagreement.
Wefurtherstatethatsuchcomplianceisneitheranassuranceastothefutureviabilityofthe
company nor the efficiency or effectiveness with which the management has conducted the
affairsofthecompany.
Auditors' Certificate
on Corporate Governance under
Clause 49 of the Listing Agreement
27

32. CEO & CFO CERTIFICATION
PURSUANT TO CLAUSE 49(V) OF THE LISTING AGREEMENT
ST
FOR THE 15 MONTHS PERIOD ENDED 31 MARCH, 2014
To
TheBoardofDirectors
PlethicoPharmaceuticalsLimited
DearSir,
a. We have reviewed the financial statements and the cash flow statement for the 15 months period
st
ended31 March,2014andtothebestofourknowledgeandbelief:
i. Thesestatementsdonotcontainanymateriallyuntruestatementoromitanymaterialfactor
containstatementsthatmightbemisleading;
ii. These statements together present a true and fair view of the Company's affairs and are in
compliancewithexistingaccountingstandards,applicablelawsandregulations.
b. There are, to the best of our knowledge and belief, no transactions entered into by the company
duringtheyearwhicharefraudulent,illegalorviolativeoftheCompany'scodeofconduct.
c. We accept responsibility for establishing and maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of internal control systems of the company
pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which we are aware and
thestepswehavetakenorproposetotaketorectifythesedeficiencies.
d. WehaveindicatedtotheAuditorsandtheAuditcommittee:
i. therehavenotbeenanysignificantchangesininternalcontroloverfinancialreportingduring
theperiodunderreference;
ii. there have not been any significant changes in accounting policies during the period
requiringdisclosureinthenotestothefinancialstatements;and
iii. there have not been any instances during the period of significant fraud of which we had
become aware and the involvement therein, if any, of the management or an employee
havingasignificantroleintheCompany'sinternalcontrolsystemoverfinancialreporting.
th
Mumbai, 27 November, 2014
Yours truly
Shashikant Patel
Chairman & Managing Director
28
ANNUAL REPORT 2014

33. INDEPENDENT AUDITORS' REPORT
TO,
THEMEMBERSOFPLETHICOPHARMACEUTICALSLIMITED
st
We have audited the attached Balance Sheet of PLETHICO PHARMACEUTICALS LIMITED, as at 31 March, 2014 and the Profit
& Loss Account of the Company for the period ended on that date annexed thereto and the cash flow statement for the period
ended on that date and report that these financial statements are the responsibility of the Company's management. Our
responsibilityistoexpressanopiniononthesefinancialstatementsbasedonouraudit.
1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
materialmisstatement.Anauditincludesexaminingonatestbasis,evidencesupportingtheamountsanddisclosuresin
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
the management as well as evaluating the overall financial statement presentation. We believe that our audit provides
areasonablebasisforouropinion.
2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of Section
227(4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4
and5ofthesaidOrder.
3. In our opinion and to the best of our information and according to information and explanations given to us, the said
accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required
andgiveatrueandfairviewandareinconformitywiththeaccountingprinciplesgenerallyacceptedinIndia.
st
(i) InthecaseoftheBalanceSheet,ofthestateofaffairsofthecompanyasat31 March,2014and
(ii) InthecaseofProfitandLossAccount,ofthelossoftheCompanyfortheperiodendedonthatdateand
(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the period ended on that
date.
4. FurthertoourcommentsintheAnnexurereferredtoinparagraph2above,wereportthat:
(a) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessaryforthepurposesofouraudit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
fromourexaminationofthosebooks;
(c) The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement
withthebooksofaccount;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and the cash flow statement dealt with by this report
comply, with the requirement of the Accounting Standards referred to in sub-section (3C) of section 211 of the
CompaniesAct,1956.
(e) Based on the representations made by the Directors of the Company and the information and explanation as
made available to us, the Directors of the Company do not prima facie have any disqualification as referred to in
clause(g)ofsubsection(1)ofsection274oftheCompaniesAct,1956.
N. P. Gandhi
Proprietor
(M.No.44294)th
Mumbai, 28 May, 2014
For N.P. GANDHI & CO.
Chartered Accountants
(Firm Reg No: 116574W)
29

34. ANNEXURE TO INDEPENDENT AUDITORS REPORT
STATEMENT REFERRED TO IN PARAGRAPH II OF OUR REPORT OF EVEN (iv) INTERNALCONTROLSYSTEMS:
DATE TO THE MEMBERS OF PLETHICO PHARMACEUTICALS LIMITED In our opinion and according to the information & explanation
ST
ONTHEACCOUNTSFORTHEPERIODENDEDON31 MARCH,2014. provided to us, there is an adequate internal control system
commensurate with the size of the company and the nature of its
business,forthepurchaseofinventory andfixedassetsandforthe(i) FIXEDASSETS:
saleofgoodsandservices. Duringthecourseofouraudit,wehave(a) The company has maintained proper records showing full
notobservedanymajorweaknessininternalcontrols.particulars, including quantitative details and situation of
fixedassets.
(v) TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE(b) The fixed assets have been physically verified by the
COMPANIESACT,1956:management at reasonable intervals and no material
discrepancieswerenoticedonsuchverification. (a) According to the information & explanation provided to us,
the particulars of contracts or arrangements referred to in(c) During the period under review, no substantial part of fixed
Section 301 of the Act have been entered in the registerassets has been disposed off and the going concern status of
requiredtobemaintainedunderthatsection.thecompanyisnotaffected.
(b) According to information and explanation provided to us,
transactions made in pursuance of such contract or(ii) INVENTORY:
arrangements have been made at prices which are
(a) The inventory has been physically verified during the period
reasonable having regard to the prevailing market prices at
by the management. In our opinion, the frequency of
therelevanttimewheresuchmarketpricesareavailablewith
verificationisreasonable.
the company or the prices at which transactions for similar
(b) The procedures of physical verification of inventories goodsorserviceshavebeenmadewithotherparties.
followed by the management are reasonable and adequate
in relation to the size of the company and the nature of its
(vi) FIXEDDEPOSITS:business.
The Company has accepted deposits from public amounting to(c) The company is maintaining proper records of inventories.
`86.83 Million during the period under review, the Directive issuedThe discrepancies noticed on verification between physical
by Reserve Bank of India and the provisions of Section 58A &stocksandthebookrecordswerenotmaterial.
Section 58AA or any other relevant provisions of the Act and the
rulesframedthereunderarenotcompliedwith.
(iii) LOANANDADVANCES:
The Company has defaulted in respect of repayment of the said
(a) Thecompanyhasnotgrantedanyloan,securedorunsecured deposits from public. The amount of default with respect to
to Companies, firms or other parties covered in the register principal amount is `120.56 Million and with respect to interest
stmaintainedundersection301oftheAct. amountis`13.67Millionason31 March,2014.
(b) Sincethe company has not granted any secured or unsecured
loan to companies, firm or other parties covered under
(vii) INTERNALAUDIT:
section 301 of the Act, the question of rate of interest and
The Company had an internal audit system during the periodotherterms&conditionsdoesnotarise.
underreview.
(c) Sincethe company has not granted any secured or unsecured
loan to companies, firm or other parties covered under
(viii)COSTRECORDS:section 301 of the Act, the question regarding receipt of
principalandinterestandoverdueamountdoesnotarise. We have broadly reviewed the books of accounts maintained by
the Company pursuant to rules made by the Central Government(d) The Company has taken unsecured loans from parties
forthemaintenanceofcostrecordsunderSection209(1)(d)ofthecovered in the register maintained under section 301 of the
Companies Act, 1956, in respect of manufacturing activities of theAct. The numbers of parties involved were two and the
Company to which the Companies (Cost Accounting Record) Rulesmaximum amount involved is `212.96 Million and the period
2011, are applicable and are of the opinion that prima facie theendingbalanceis` 204.84Million.
prescribedaccountsandrecordshavebeenmadeandmaintained.(e) As per the information and explanation provided to us, there
We have however not made a detailed examination of the recordsare no terms and conditions with regard to rate of interest to
with the view to determine whether they are accurate orbe charged and repayment period, therefore, in view of the
complete.above,thesamearenotprimafacieprejudicialtotheinterest
ofthecompany.
(ix) STATUTORYDUES:(f) As per the information and explanation provided to us, since
therearenoterms&conditionswithregardtorateofinterest (a) AccordingtotherecordsoftheCompany,andtheinformation
chargeable and repayment period, the question of regularity and explanations provided to us the Company is generally
of payment of interest and repayment of principal does not regular in depositing undisputed statutory dues including
arise. Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Sales Tax, Wealth Tax, Service
30
ANNUAL REPORT 2014

35. Names of the Statute Nature of the Dues Amount
(Rs in Millions)
Period to which amount
relates
Forum where dispute is pending
Income Tax Act, 1961 Income Tax Rs.140.53 A.Y 2005-06 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax Rs.107.17 A.Y 2006-07 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax Rs.860.95 A.Y 2007-08 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax Rs.245.14 A.Y 2008-09 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax Rs.230.23 A.Y 2009-10 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax Rs.216.19 A.Y 2010-11 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax Rs.346.65 A.Y 2011-12 Commissioner of Income Tax (Appeals)
(x) POTENTIALLYSICKCOMPANY: (xvi)TERMLOANS:
The company has no accumulated losses, however as per the According to the records of the company and according to the
information and explanation provided to us, the company has not information and explanation provided to us, on an overall basis,
incurred cash losses during the financial period covered by our the term loans have been applied for the purposes for which they
audit and there were no cash losses incurred in the immediately wereobtained.
precedingfinancialyear.
(xvii)SOURCESANDAPPLICATIONOFFUNDS:
(xi) REPAYMENTOFDUES: According to the information and explanations given to us and on
According to the information and explanation provided to us, we an overall examination of the balance sheet of the company, we
have been intimated that the company has defaulted in report that no funds raised on short termbasis have been used for
repayment of dues to financial institutions or banks. The default thepurposeoflongterminvestment.
pertains to Interest amounting to `35.52 Million and principal
amounting to ` 576.30 Million. However the Lead Bank has (xviii)PREFERENTIALALLOTMENT:
proposed admission of the Company to Corporate Debt
The Company has not made any preferential allotment of sharesth
Restructuring (“CDR”) forum on 29 March, 2014 for providing
during the period under review to parties and companies covered
debt restructuring scheme. The proposed debt restructuring
intheRegisterMaintainedundersection301oftheAct.
scheme is pending approval of CDR Empowered Group for
admissiontotheCDRforum.
(xix)DEBENTURE:
The company has not issued/raised any money by issue of(xii) LOANANDADVANCESGRANTEDONTHEBASISOFSECURITIES:
Debenturesduringtheperiodunderreview.
According to the records of the company and according to the
information and explanations provided to us, the company has
(xx) PUBLICISSUE:not granted loans and advances on basis of security by way of
pledgeofshares,debentures&othersecurities. The Company has not raised any money by a public issue during
theperiodunderreview.
(xiii)CHITFUND/NIDHI/MUTUALBENEFITSOCIETY:
(xxi)FRAUD:In our opinion, the company has not a chit fund or Nidhi mutual
benefit fund / society. Therefore, clause 4 (XIII) of the Companies Based upon the audit procedures performed and the information
(AuditorsReport)order2003isnotapplicabletothecompany. and explanations provided to us by the management, we report
that no fraud on or by the company has been noticed or reported
duringthecourseofouraudit.(xiv)INVESTMENTCOMPANY:
The company has maintained proper records, transaction and
contracts in respect of dealing in securities and timely entries
have been made therein. All such securities have been held by the
Companyinitsownname.
(xv) GUARANTEESGIVEN:
According to the information and explanations providedto us, the
Company has given a corporate guarantee for loan taken by a
companyfromabank.
N. P. Gandhi
Proprietor
(M.No.44294)th
Mumbai, 28 May, 2014
For N.P. GANDHI & CO.
Chartered Accountants
(Firm Reg No: 116574W)
Tax, Customs Duty, Excise Duty, Professional Tax, Cess and 2014 for a period of more than six months from the date of
other material statutory dues with the appropriate becomingpayable.
authorities except for Income Tax. According to the (b) DetailsofduesofIncomeTaxwhichhasnotbeendepositedon
information and explanation given to us, the undisputed 31stMarch,2014onaccountofdisputesaregivenbelow:-
st
amount of ` 235.89 Million is outstanding as at 31 March,
31

36. PLETHICO PHARMACEUTICALS LIMITED
ST
BALANCE SHEET AS AT 31 MARCH, 2014
` in Million
Particulars Note
AS AT
31.03.2014
AS AT
31.12.2012
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No: 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole Time Director
& CEO
Khushboo Kothari
Company Secretary
The accompanying notes are an integral part of the financial statements.
As per our report of even date
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited
A EQUITY AND LIABILITIES
1 Shareholders’ Funds
(a) Share Capital 2 340.67 340.67
(b) Reserves and Surplus 3 5,045.60 5,132.92
(c) Money received against Share Warrants 4 - -
5,386.27 5,473.59
2 Non-Current Liabilities
(a) Long-Term Borrowings 5 589.67 1,302.09
(b) Deferred Tax Liabilities (net) 6 172.37 168.00
(c) Other Long-Term Liabilities 7 204.83 125.75
966.87 1,595.84
3 Current liabilities
(a) Short-Term Borrowings 8 2,050.05 2,189.39
(b) Trade Payables 9 223.56 228.82
(c) Other Current Liabilities 10 7,786.52 6,926.70
(d) Short-Term Provisions 11 622.01 627.61
10,682.14 9,972.52
TOTAL 17,035.28 17,041.95
B ASSETS
1 Non-Current Assets
(a) Fixed Assets
i) Tangible Assets 12A 1,186.31 1,282.12
ii) Intangible Assets 12B - -
(b) Non-Current Investments 13 8,065.59 8,065.59
9,251.90 9,347.71
2 Current Assets
(a) Inventories 14 166.09 225.37
(b) Trade Receivables 15 6,995.34 6,729.52
(c) Cash and Bank Balances 16 138.54 260.44
(d) Short-Term Loans and Advances 17 483.41 478.91
7,783.38 7,694.24
TOTAL 17,035.28 17,041.95
Summary of Significant Accounting Policies & Notes 1-45
32
ANNUAL REPORT 2014

37. PLETHICO PHARMACEUTICALS LIMITED
ST
STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE 15 MONTHS PERIOD ENDED 31 March, 2014
` in Million
Particulars Note
Period
Ended 31.03.2014
Year Ended
31.12.2012
INCOME
Revenue from Operations (Net) 18 5,312.97 4,753.15
Other Income 19 373.07 171.01
Total (I) 5,686.04 4,924.16
EXPENDITURE
Cost of Materials Consumed 20 1,937.86 2,515.55
Purchases of Traded Goods 21 2,191.99 1,531.14
(Increase)/ Decrease in Inventories of Finished Goods,
Traded Goods and Work-in-Progress 22 54.39 (9.31)
Employee Cost 23 337.04 289.15
Other Expenses 24 516.05 460.82
Total (II) 5,037.33 4,787.35
Earning before Interest, Depreciation, Amortization
and Tax (EBITDA) (I-II) 648.71 136.81
Finance Costs 25 627.67 499.26
Depreciation and Amortization Expense 12 103.98 83.02
Profit before Tax, Exceptional and Extraordinary Item (82.94) (445.47)
Exceptional Items - 374.95
Profit before extraordinary items and tax (82.94) (70.52)
Extra Ordinary Items - -
Profit Before Tax (82.94) (70.52)
Tax expense:
Current Tax Expense for current period - -
Deferred Tax 4.38 8.40
Total Tax Expenses 4.38 8.40
Profit/(Loss) for the Period (87.32) (78.92)
Earnings Per Equity Share(EPS) (Face Value of ` 10 each):
i) Before Extraordinary Items
(a) Basic (2.56) (2.32)
(b) Diluted (2.56) (2.32)
ii) After Extraordinary Items
(a) Basic (2.56) (2.32)
(b) Diluted (2.56) (2.32)
Summary of Significant Accounting Policies & Notes 1-45
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No: 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole Time Director
& CEO
Khushboo Kothari
Company Secretary
The accompanying notes are an integral part of the financial statements.
As per our report of even date
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited
33

38. ST
CASH FLOW STATEMENT FOR THE 15 MONTHS PERIOD ENDED 31 MARCH, 2014
PLETHICO PHARMACEUTICALS LTD
Period
Ended 31.03.2014
Year Ended
31.12.2012
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss ) Before Tax and Extraordinary Items (82.94) (445.47)
Adjustment For :
Depreciation 103.98 83.02
Interest Expenses 660.79 523.15
Miscellaneous Expenditure Amortized - 5.01
Interest received (33.13) (23.89)
Dividend received - 0.01
Agriculture Income (0.14) (0.22)
Loss / (Profit) on Sale of Fixed Assets (Net) (0.11) 0.97
Loss / (Profit) on Sale of Investment (Net) - -
Operating Profit Before Working Capital Change 648.45 142.58
Adjustment For :
Trade Payables and Other Liabilities (12.83) 106.56
Inventories 59.28 (2.09)
Trade and other Receivable (271.73) (757.38)
Cash Generated From Operation 423.17 (510.33)
Agriculture Income 0.14 0.22
Fringe Benefit Tax - -
Direct Taxes - -
Net Cash From Operating Activities A 423.31 (510.11)
CASH FLOW FROM INVESTING ACTIVITIES
Sale of Fixed Assets 0.45 0.90
Sale of Investment 0.50 -
Purchase of Investment (0.50) -
Purchase of Fixed Assets (8.51) (38.29)
Dividend received - 0.01
Interest received 34.53 27.73
Net Cash Used in Investing Activities B 26.47 (9.65)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds From Long Term & Other Borrowings 40.15 961.84
Proceeds From Warrants - -
Dividend Paid - -
Tax on Dividend - -
Interest Paid (611.83) (456.95)
Net Cash From Financing Activities C (571.68) 504.89
Net Increase/(Decrease) in Cash and
Cash Equivalents (A+B+C ) (121.90) (14.88)
Cash and Cash Equivalents at beginning of period 260.44 275.32
Cash and Cash Equivalents at end of period 138.54 260.44
` in Million
Particular
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No: 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole Time Director
& CEO
Khushboo Kothari
Company Secretary
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited
34
ANNUAL REPORT 2014

39. 01. SIGNIFICANT ACCOUNTING POLICIES G ImpairmentofAssets
A BasisforPreparationofFinancialStatement If indications suggest that assets of the Company may be
impaired, the recoverable amount of assets are determined onThe financial statements have been prepared and presented
the Balance Sheet date and if it is less than its carrying amount,under the historical cost convention on accrual basis in
the carrying amount of assets are reduced to the said recoverableaccordance with the Accounting Standards referred to in Section
amount.211 (3C) of the Companies Act, 1956, which have been prescribed
by the Companies (Accounting Standards) Rules, 2006, and the H Inventories
relevantprovisionsoftheCompaniesAct,1956. (i) Stock of Raw Materials and Finished Goods are valued at lower
B Use of Estimates of cost or realizable value. The cost of Raw Materials is
determined on FIFO basis. The cost of Finished GoodsThe preparation of financial statements is in conformity with
produced is determined on weighted average basis whereasgenerally accepted accounting principles if requires management
cost of Finished Goods traded is determined on FIFO basis andto make assumptions and estimates, which it believes are
includingmanufacturingoverheadswhereapplicablereasonable under the circumstances that affect the reported
amounts of assets, liabilities and contingent liabilities on the date (ii) The stocks of Packing Materials, Consumables Stores,
of financial statements and the reported amounts of revenue and Promotional Materials & Stock-in-Process are valued at cost.
expensesduringtheperiod. Actualresultscoulddifferfromthose The cost of Packing Materials, Consumable Stores &
estimates. Examples of such estimates include useful lives of Promotional Material is determined on FIFO basis. The cost of
Fixed Assets, provision for doubtful debts / advances, deferred Work In Progress produced is determined on weighted
tax,exportincentives,provisionforretirementbenefits,etc. averagebasis.
C RevenueRecognition I RetirementBenefits
Revenue is recognized to the extent that it can be reliably (a)ShortTermsBenefits:
measured and is probable that the economic benefits will flow to Short term employee benefits are recognized as an expense at the
thecompany. undiscounted amount in profit and loss account of the period in
The Company recognizes sales at the point of dispatch of goods to which the related service is rendered. Short term employee
thecustomers. benefits are recognized as expense in the profit and loss account
oftheperiodinwhichserviceisrendered.Allotherincomearerecognizedasrevenue,whenearnedorwhen
therighttoreceiveisestablished. (b)LongTermBenefits:
D Purchase (i) DefinedContributionPlan:
Purchases are accounted net of cash discounts, wherever 1. ProvidentandFamilyPensionFund:
applicable. The eligible employees of the Company are entitled to receive
E FixedAssets post employment benefits in respect of provident and family
pension fund, in which both employees and the Company(i) Fixed Assets are stated at cost of acquisition or construction
make monthly contributions at a specified percentage of theless accumulated depreciation. The cost of fixed assets
employees eligible salary (currently 12% of employees eligibleincludes non refundable taxes and levies, freight and other
salary). The contributions are made to Employees' Providentincidental expenses related to the acquisition and installation
Fund Organization (EPFO) and the Central Provident Fundof the respective assets and reducing there from refundable
under the State Pension Scheme. Provident Fund and Familylevies received / receivable, if any. Borrowing cost attributable
Pension Fund are classified as Defined Contributions Plans asto acquisition or construction of fixed assets are capitalized to
the Company has no further obligation beyond making therespectiveassets.
contribution. The Company’s contribution Plan are charged to(ii) The computer software cost are capitalized and recognized as
profitandlossaccountasincurred.intangible assets in terms of the Accounting Standards 26 on
2. Contribution to defined contribution schemes such asIntangible Assets based on materiality, accounting prudence
Provident Fund, Family Pension Fund and ESI Fund are chargedand significant economic benefit there from expected to flow
totheprofitandlossaccount.for a period longer than one year. Capitalized costs include
direct costs of implementation and expenses directly (ii) DefinedBenefitPlan:
attributabletothedevelopmentofsoftware. 1. Gratuity:
F Depreciation The Company has an obligation towards gratuity, a defined
(i) Depreciation on fixed assets (except lease hold land and benefitsretirementplancoveringeligibleemployees.Theplan
information technology assets) is provided on straight-line provides a lump sum payment to vestedemployees at
method at the rates and in the manner prescribed in Schedule retirement, death while in employment or on termination of
XIVtotheCompaniesAct,1956. employment of an amount equivalent to 15 days salary
payable for each completed year of service. Vesting occurs(ii) Computer Software cost capitalized is amortized over
upon completion of five years of service. The Company hasestimated useful life of 3 to 5 years as estimated at the time of
employees' gratuity fund managed by the Life Insurancecapitalization.
Corporation of India (LIC) based on an independent actuarial
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
35

40. valuation made at the period end Actuarial gains and losses are M Income/ExpenditureduringConstructionPeriod
recognizedintheprofitandlossaccount. Revenue Expenditure during construction are capitalized to
2. Compensatedabsences: respective assets. Similarly revenue incomes during construction
arereducedfromrespectiveassets.The Company provides for encashment of leave or leave with
pay subject to certain rules. The employees are entitled to N Provisions,ContingentLiabilitiesandContingentAssets
accumulate leave subject to certain limits for future (a) A provision is recognized, if as a result of past event, the
encashment/availment. The liability is recognized based on Company has a present legal obligation that can be measured
number of days of unutilized leave at each balance sheet date reliably, and it is probable that an outflow of economic benefits
on the basis of an independent actuarial valuation. Actuarial will be required to settle the obligation. Provisions are
gainsandlossesarerecognizedintheprofitandlossaccount. determined by the best estimate of the outflow of economic
(iii)The defined benefit obligations in respect of gratuity are benefits required to settle the obligation at the reporting date.
recognized on the basis of valuation done by an independent Where no reliable estimate can be made, a disclosure is made
actuary applyingprojectunitcreditmethod. Theactuarialgain ascontingentliability.
/ loss arising during the period and recognized in the profit and (b) A disclosure for a Contingent Liability is made when there is
loss account of the period. The company has an employees’ possible obligation or a present obligation that may, but
gratuity fund managed by the Life Insurance Corporation of probably will not, required outflow of resources. Where there
India(LIC). is a possible obligation or present obligation where likelihood
(iv)Leaveencashmentischargedtorevenueonaccrualbasis. of outflow of resources is remote, no provision or disclosure is
made.J Investments
(c) ContingentAssetsareneitherrecognizednordisclosed.(i) Long Term Investments are stated at cost and provisionis made
to recognize any diminution in value other than that of a O MiscellaneousExpenditure(totheextentnotwrittenoff)
temporarynature. Security Issue Expenses and other Deferred Revenue Expenses
(ii) Current investments are carried at lower of cost and market shall be amortized on the basis of 1/5th of the total expenses and
value. Diminution in value is charged as a loss in profit and loss the extent to which they are not written off shall be disclosed in
account. theBalanceSheet.
K ForeignExchangeTransactions P ProvisionforCurrent&DeferredTax
(i) The Transactions in Foreign Currency have been accounted at Provision for Tax for the period comprises Current Income Tax and
the exchange rate prevailing on the date of the transaction. DeferredTax.
period-end Receivables / Payables have been translated at the Provision for Current Tax is determined after taking in to
period-end rate of exchange. The difference on account of consideration the provision of the Income tax Act’1961 relevant
fluctuation in the rate of exchange as prevailing on Sales / for the fiscal year as applicable or substantively enacted as on the
Purchase transaction date and on Realization / Payment / balancesheetdate.
period-enddatearerecognizedinProfit&LossAccount. a) In accordance with Accounting Standard 22 “ Accounting for
(ii) Investment in shares in Foreign Subsidiaries and other taxes on Income” issued by the Institute of Chartered
companies abroad are expressed in reporting currencies at the Accountants of India, the deferred tax for timing differences is
rate of exchange prevailing at the time when the original accounted for, using the tax rates and laws that have been
investmentsweremade. enactedorsubstantivelyenactedontheBalanceSheetdate.
(iii)Foreign Exchange Gain or Foreign Exchange losses arising out b) Deferred Tax Assets arising from timing differences are
of revaluation in respect of outstanding FCCB at the Balance recognizedonlyontheconsiderationofprudence.
Sheet date shall be recognized in the books of accounts and Q Lease
amount of such gains / losses is recognised in Profit & Loss
Assets taken on lease, under which all the risks and rewards of
account.
ownership are effectively retained by the lessor, are classified as
(iv)ThepremiumpayableonredemptionofFCCBshallbeprovided operating lease. Operating lease payments are recognized as
in the books of accounts as per the terms of the Offering expenseintheProfitandLossAccount.
Circular. The Premium on Redemption of FCCB will first be
The previous year figures have been regrouped/reclassified,
adjusted from Share Premium available and after full
wherever necessary to conform to the current period's
utilization of Share Premium, the balance would be adjusted
presentation
from Free Reserves or charged to Profit & Loss Account and
premiumsopayableshallbedisclosedseparately
L ResearchandDevelopment
Research and Development costs (other than cost of fixed assets
acquired) are charged as an expense in the period in which they
areincurred.
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
36
ANNUAL REPORT 2014

41. AS AT 31.03.2014 AS AT 31.12.2012
Mr. Shashikant Patel 24315710 71.38% 27388825 80.40%
Sicom Ltd. 2757968 8.10% - -
Name of Shareholder
No. of Shares %held No. of Shares %held
2.3 The reconciliation of the number of shares outstanding at end of period:
AS AT 31.03.2014 AS AT 31.12.2012Subscribed and Paid up equity shares capital 10 each`
Share outstanding as at the Beginning of the period 34,066,667 34,066,667
Add : Share Issued during the period - -
Share outstanding as at the end of the period 34,066,667 34,066,667
03. RESERVES AND SURPLUS
AS AT
31.03.2014
AS AT
31.12.2012
3.1 General Reserve
As per last Balance Sheet 2,601.56 3,500.00
Add : Transferred from Profit and Loss account - -
Add : Amount of Share Warrant forfeited - 200.00
2,601.56 3,700.00
Less : Provision for Premium Payable on Redemption of FCCB - 778.44
Less : Provision for earlier years Taxation - 320.00
2,601.56 2,601.56
3.2 Surplus
As per last Balance Sheet 2,531.36 2,610.28
Add : Profit / (Loss) of the Period (87.32) (78.92)
2,444.04 2,531.36
TOTAL 5,045.60 5,132.92
th
3.3 The said Investor as on the date of conversion that is 13 August, 2012 did not exercise the option for the conversion hence the initial
amountreceivedhasbeenforfeited.
3.4 ProvisionforPremiumPayablemadefromGeneralReserve of`NILduringthecurrentperiodand`778.44MillionofPreviousYear.
3.5 Income Tax Provision provided from 2004-2005 (AY 2005-06) to 2009-10 (AY 2010-11) of ` NIL for current period and ` 320 million made
duringpreviousyear.
` in Million
Particulars
2.1 Subscribed and paid up share capital including 2,91,09,060 Equity Shares (Previous year 2,91,09,060) Equity Shares of 10 each
allotted as fully paid bonus shares by way of capitalization of General Reserve and Share Premium.
2.2 The details of Shareholders holding more than 5% Shares :
`
AS AT
31.03.2014
AS AT
31.12.2012
Authorized Share Capital
6,00,00,000 (Previous Year 6,00,00,000) Equity Shares of ` 10 each 600.00 600.00
Issued Share Capital
3,40,81,767 (Previous Year 3,40,81,767) Equity Shares of ` 10 each 340.82 340.82
Subscribed and Paid up Share Capital
3,40,66,667 (Previous Year 3,40,66,667) Equity Shares of ` 10 each 340.67 340.67
` in Million02. SHARE CAPITAL
Particulars
AS AT 31.03.2014 AS AT 31.12.2012
Subscription Received Against Share Warrant - 200.00
Less: Share Warrant forfeited amount transferred to General Reserve - 200.00
TOTAL - -
Particulars
04. MONEY RECEIVED AGAINST SHARE WARRANTS
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
37

42. 5.1 TheTermLoanstakenfromEXIMBank,MumbaiisSecuredby:
(a) Exclusive first charge by way of equitable mortgage of company’s land and building situated at Khasra No.821/2, Village Dharawara,
DepalpurTehsil,Indore
(b) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/2, Village Dharawara,
DepalpurTehsil,Indore
(c) Pledgeofequitysharesofthecompanybyadirectorofthecompany.
(d) PersonalGuaranteeoftwodirectorsofthecompany.
5.2 TheTermLoantakenfromIDBIBankisSecuredby:
(a) First charge by way of equitable mortgage over company’s land and building situated at Khasra No.285/1/1, Village Gari Pipliya,
Manglia,Indore
(b) Hypothecation of Plant and Machinery installed in the factory premises situated at Khasra No. 285/1/1, Village Gari Pipliya, Manglia,
Indore
(c) PersonalGuaranteeofoneofthedirectorofthecompany.
5.3 VehicleLoanisSecuredbyhypothecationagainstrelatedvehicleofthecompany.
5.4 TermsofRepaymentofSecuredTermLoansfromBanksandothersaregivenbelow:
Banks/Others Terms of Repayment/Periodicity
Amount Outstanding
As At 31.03.2014
Amount Outstanding
As At 31.12.2012
EXIM Bank In 20 equal quarterly Installment from 27.10.2010 to 30.11.2015 a 245.16 280.38
per restructuring letter dt. 17.07.2013
EXIM Bank In 12 equal quarterly Installment from 20.09.2010 to 30.06.2014 a 42.17 76.28
per restructuring letter dt. 17.07.2013
Punjab National Bank In 11 equal quarterly Installment from 15.04.2010 to 14.01.2013 - 32.22
IDBI Bank Ltd In 10 equal quarterly Installment from 06.08.2010 to 05.02.2013 - 14.08
IDBI Bank Ltd In 12 equal quarterly Installment from 01.07.2011 to 30.06.2014 8.51 51.28
TOTAL 295.84 454.24
st
5.5 Amount overdue as on 31 March, 2014 on account of Principal 38.33 Million & Interest `5.84 million the outstanding is according to the
DebtRestructuringSchemeproposedfortheCompany.ReferNoteNo.41
06. DEFERREDTAXLIABILITIES(NET)
Major components of Deferred Tax arising on account of temporary timing differences are given below:
`
` in Million
Secured
i) Term/Corporate Loan from Bank 90.00 205.84 169.39 284.85
ii) Vehicle Loan 0.32 0.66 1.13 1.04
Unsecured
i) Foreign Currency Convertible Bond - 2,970.75 - 2,970.75
ii) Premium Payable on Redemption of FCCB - 1,841.78 - 1,841.78
iii) Foreign Currency Fluctuation on FCCB - 1,522.88 - 1,153.88
iv) Public Deposit 379.86 977.18 1,083.54 382.50
v) Interest accrued but not due on borrowings 119.49 20.50 48.03 43.00
TOTAL 589.67 7,539.59 1,302.09 6,677.80
th
4.1 The said Investor as on the date of conversion that is 13 August, 2012 did not exercise the option for the conversion hence the initial
amountreceivedhasbeenforfeited.
05. LONGTERMBORROWINGS
AS AT 31.03.2014 AS AT 31.12.2012
Non-Current Current
Particulars
Non-Current Current
` in Million
AS AT 31.03.2014 AS AT 31.12.2012
Deferred Tax Liabilities
Balance at Beginning 168.00 159.59
For the Period 4.37 8.41
TOTAL 172.37 168.00
` in Million
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
Particulars
38
ANNUAL REPORT 2014

43. 8.1 TheworkingcapitalloanstakenfromBankofBarodaaresecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No. 821/1, Village Dharavara, Tehsil Depalpur, Indore and at
KhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore.
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/1,Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeoftwodirectorsofthecompany.
8.2 TheworkingcapitalloanstakenfromIDBIBankaresecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Second charge by way of equitable mortgage over company’s land and building situated at Khasra No.285/1/1, Village Gari Pipliya,
Manglia,Indore
(c) Hypothecation of Plant and Machinery installed in the factory premises situated at Khasra No. 285/1/1, Village Gari Pipliya, Manglia,
Indore
(d) PersonalGuaranteeofoneofthedirectorofthecompany.
8.3 TheworkingcapitalloantakenfromStateBankofIndiaissecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No.821/1, Village Dharavara, Tehsil Depalpur, Indore and at
KhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore.
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/1, Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeofoneofthedirectorofthecompany.
8.4 TheworkingcapitalloantakenfromPunjabNationalBankissecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No.821/1, Village Dharavara, Tehsil Depalpur, Indore and at
KhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/1, Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeoftwodirectorsoftheCompany.
8.5 TheworkingcapitalloantakenfromAllahabadBankissecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No.821/1, 364/1,813/2/1,823/1,823/3 Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,1/4,1/5,285/3,286/3,286/4,285/2/1VillageGariPipliya,Manglia,Indore
07. OTHERLONGTERMLIABILITIES
AS AT 31.03.2014 AS AT 31.12.2012
` in Million
Particulars
08. SHORTTERMBORROWING
AS AT 31.03.2014 AS AT 31.12.2012
Secured
Working Capital Loan from Bank 2,050.05 2,189.39
2,050.05 2,189.39TOTAL
` in Million
Particulars
Sales Tax Deferment - 0.41
Loan & Advances from Directors 204.83 125.34
204.83 125.75TOTAL
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
39

44. 10 OTHERCURRENTLIABILITIES
AS AT 31.03.2014 AS AT 31.12.2012
Current Maturities of Long Term Debts (See Note 5) 7,519.08 6,634.79
Interest accrued but not due on borrowings (See Note 5) 20.50 43.00
Unclaimed Dividend 0.25 0.25
Unclaimed Share Application Money - 0.42
Dealers' Deposit 5.80 8.45
Inter-Corporate Deposit 28.78 131.27
Advance from Customers 153.19 46.34
Other Liabilities 58.92 62.18
7,786.52 6,926.70
st
10.1 During the 15 Months period ended 31 March, 2014 the Company had transferred ` 0.28 million to Investor Education and Protection
Fund(IEPF) andthereisnoamountoutstandingtobecreditedtoInvestorEducationandProtectionFund.Duringtheperiodunderreview,
theamountof`0.14millionhasbeenclaimedbytheInvestors.
10.2 Inter-CorporatedepositagainstPledgeofcompany’sequitysharesheldbyoneoftheDirector.
11. SHORTTERMPROVISION
AS AT 31.03.2014 AS AT 31.12.2012
Provision for Current Taxation 611.36 611.36
Provision for Employee Benefits.
Statutory Liabilities Payable 2.35 1.46
Bonus Payable 2.60 2.43
Gratuity Payable - 5.94
Leave Encashment Payable 5.70 6.42
622.01 627.61
` in Million
` in Million
Particulars
Particulars
12. FIXED ASSETS
A) Tangible Assets
Land 26.67 - - 26.67 - - - - 26.67 26.67
Land Development 1.67 - - 1.67 - - - - 1.67 1.67
Office Premises 3.94 - - 3.94 0.66 0.08 - 0.74 3.20 3.28
Factory Building 605.10 - - 605.10 180.99 25.07 - 206.06 399.04 424.11
Plant & Machinery 1,172.11 7.33 0.83 1,178.61 396.36 68.36 0.52 464.21 714.40 775.75
Furniture & Fixtures 61.22 0.73 0.15 61.80 29.95 3.88 0.12 33.71 28.09 31.27
` in Million
09 TRADEPAYABLE
AS AT 31.03.2014 AS AT 31.12.2012
Trade Payable (See Note No. 33 for MSME) 223.56 228.82
223.56 228.82
` in Million
Particulars
(ii) Hypothecationof Plantand Machinery installedintheaforesaidfactory premisessituatedatKhasraNo.821/1,VillageDharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeoftwodirectorsoftheCompany.
st
8.6 Amount overdue as on 31 March, 2014 on account of Principal ` 537.97 million & Interest ` 29.68 million the outstanding is according to
theDebtRestructuringSchemeproposedfortheCompany.ReferNoteNo.41
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
PARTICULARS
As At
01.01.2013
DEPRECIATIONGROSS BLOCK
Deduction/
Adjustment
FOR THE PERIOD
(15 MONTH)
Deduction/
adjustment
As At
31.03.2014
NET BLOCK
As At
31.03.2014
As At
31.12.2012
As At
31.03.2014
As At
01.01.2013
Addition during
the period
40
ANNUAL REPORT 2014

45. A.1 The company holds 100% equity of Plethico Global Holding BV, Netherlands who in turn holds directly or indirectly 100% equity of Natrol
INC,USA,NatrolGlobal,UAEandPlethicoUSHoldingKFT,Hungary.Therefore,suchcompaniesarestepdownsubsidiariesofourcompany.
Thecompanyalsoholds100%equityofPlethicoInternationalLtd.UAE.
AS AT
31.03.2014
AS AT
31.12.2012
No of Share as
at 31.03.2014
Face Value
B. Investment in Overseas Companies (Unquoted)
OOO Rezlov Ltd., Kyrgyzstan 62100 Som 100 141.03 141.03
ICS Rezlov MO SRL, Moldova 33345 Leu 100 202.99 202.99
Rezlov LSS, Azerbezan 548550 Manat 1000 81.47 81.47
SC Rezlov, Ukraine 16088 Hryvnia 100 159.77 159.77
CJSC Rezlov, Russia 303750 Rubal 100 198.05 198.05
Tricon Holding FZE,UAE 5 AED 150000 935.44 935.44
1,989.24 1,989.24
TOTAL 8,065.59 8,065.59
TOO Rezlov Ltd., Kazakhstan 1559025 Tenge 100 270.49 270.49
B.1 During the period, company’s equity holdings in other overseas companies remained unchanged. The equity holding percentage and
st
statusofloansinsuchcompanieswasasunderason31 March,2014.
Loans & Advances
As At 31.03.2014
% of Equity HoldingCountryCompany
TOO Rezlov Ltd Kazakhstan 45% Nil
"ICS Rezlov – MO SRL" Moldova 45% Nil
OOO Rezlov Ltd Kyrgyzstan 45% Nil
CJSC Rezlov Russia 45% Nil
SC Rezlov Ukraine 45% Nil
Rezlov LLS Azerbezan 45% Nil
Tricon Holding FZE UAE 20% Nil
` in Million
AS AT
31.03.2014
AS AT
31.12.2012
No of Share as
at 31.03.2014
Face Value
A. Investment in Subsidiary Companies (Unquoted)
Plethico Global Holding, Netherland 191 Euro 100 3,797.48 3,797.48
Plethico International Ltd., UAE 1142 AED 150000 2,278.87 2,278.87
6,076.35 6,076.35
Particulars
Particulars
` in Million
Computers 40.75 0.12 - 40.87 30.94 4.62 - 35.56 5.30 9.81
Vehicles 23.28 0.33 - 23.61 14.23 1.96 - 16.19 7.42 9.05
Agricultural Equipments 0.54 - - 0.54 - - - - 0.54 0.54
Total 1,935.28 8.51 0.98 1,942.81 653.13 103.98 0.64 756.47 1,186.34 1,282.12
Previous Year 1,901.86 38.29 4.88 1,935.27 573.14 83.01 3.02 653.13 1,282.12 1,328.73
B) Intangible Assets
Nil - - - - - - - - - -
Total - - - - - - - - - -
Previous Year - - - - - - - - - -
13. NON-CURRENT INVESTMENT ` in Million
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
PARTICULARS
As At
01.01.2013
DEPRECIATIONGROSS BLOCK
Deduction/
Adjustment
FOR THE PERIOD
(15 MONTH)
Deduction/
adjustment
As At
31.03.2014
NET BLOCK
As At
31.03.2014
As At
31.12.2012
As At
31.03.2014
As At
01.01.2013
Addition during
the period
41

46. B.2 The company does not have significant influence in any of the above companies as defined under AS18 “Related Party Disclosure” and
AS23 “Accounting for Investment in Associates in consolidated financial statements” and as such, all above companies are neither related
party nor associate companies within the meaning of above accounting standards. Consequently consolidation of accounts has not been
donefortheabovecompanies.ReferNoteNo.36F.
AS AT
31.03.2014
AS AT
31.12.2012
14. INVENTORIES
(As Valued and Certified by Management)
Raw Materials 40.85 45.35
Finished Goods 48.02 97.66
Stock-in-Process 7.79 12.54
Packing Material Consumables etc. 69.43 69.82
TOTAL 166.09 225.37
15. TRADE RECEIVABLE
(Unsecured & Considered Good)
Over six months 4,436.62 4,535.77
Others 2,558.72 2,193.75
TOTAL 6,995.34 6,729.52
15.1 The company is duly applying, wherever applicable, to the competent authority for getting extension with respect to the overdue export
proceeds in accordance with the provisions of the Foreign Exchange Management Act, 1999 and Foreign Exchange Management (Export
ofgoodsandservices)Regulations,2000.
15.2 Trade Receivables are net of Bill discounting facilities availed by the Company. Bill discounting facility is availed from SICOM for which
followingisofferedassecurities:
1) Land Bearing Survey No.285/2/2 admeasuring 51109 sq.ft. bearing Patwari Halka No.26,New No.24 at Village Gram Pipalya, Tehsil
Sanwer, Indore along with R & D block i.e. Ground plus two storied building thereon approximately 18000 sq.ft situated in the
RegistrationDistrictandsub-DistrictofIndore.
2) LandbearingSurveyNos823/2,823/4&823/6atvillageDharawara,TehsilDepalpur,Indore.
3) Plant & Machinery comprising of R&D equipment,etc at the R&D block situate on land bearing Survey No.285/2/2 admeasuring
51109sq.ftbearingPatwariHalkaNo.26,NewNo.24atVillageGramPipalya,TehsilSanwer,DistrictIndore.
` in Million
Particulars
AS AT 31.03.2014 AS AT 31.12.2012
16. CASHANDBANKBALANCES
Cashonhand 0.64 0.49
BalanceWithBanks
-OnCurrentAccount 2.49 72.03
-OnUnclaimedDividendAccount 0.25 0.25
-OnUnclaimedShareApplicationMoney - 0.42
DepositwithBanks
-FixedDeposits-MarginMoney 106.75 101.06
-FixedDeposits-Others 28.41 86.19
TOTAL 138.54 260.44
17. SHORTTERMLOANSANDADVANCES
Loan and Advances Recoverable 96.62 86.69
Balance with Excise Department 63.29 90.37
Advance Tax paid 296.08 257.34
Export Incentive Entitlements 15.41 33.68
Sundry Deposits 12.01 10.83
TOTAL 483.41 478.91
` in Million
Particulars
Period ended
31.03.2014
Year Ended
31.12.2012
18. REVENUE FROM OPERATION
Sales 5,325.65 4,750.60
Less Excise Duty 12.68 (2.55)
TOTAL 5,312.97 4,753.15
Particulars
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
42
ANNUAL REPORT 2014

47. 21. PURCHASES OF TRADED GOODS
Finished Goods 2,191.99 1,531.14
TOTAL 2,191.99 1,531.14
TOTAL
TOTAL
22. CHANGES IN INVENTORIES OF FINISHED GOODS
STOCK IN PROCESS AND STOCK IN TRADE
Opening Inventories
Finished Goods 97.66 83.00
Stock-in-Process 12.54 17.89
110.20 100.89
Less :Closing Inventories
Finished Goods 48.02 97.66
Stock-in-Process 7.79 12.54
55.81 110.20
54.39 (9.31)
23. EMPLOYEE COST
Salary Wages Bonus and Benefits 319.21 267,82
Director Remuneration Including Statutory Contribution 6.07 5.17
Setting Fees 0.10 0.08
Contribution to P.F , Gratuity & Other Funds (Refer Note no. 39) 11.66 16.08
337.04 289.15
Period ended
31.03.2014
Period ended
31.03.2014
Year Ended
31.12.2012
Year Ended
31.12.2012
19. OTHER INCOMES
Export Incentives 49.43 15.48
Foreign Exchange Fluctuation (net) 311.43 149.54
Processing Charges 4.38 3.98
Other non-operating Income 7.83 2.01
TOTAL 373.07 171.01
20. COST OF MATERIAL CONSUMED
Raw Material Consumed
Opening Stock 45.35 65.01
Add : Indigenous Purchases 193.88 1,576.10
Add : Imported Purchases 1,587.98 810.70
Less : Closing Stock 40.85 45.35
TOTAL 1,786.36 2,406.46
Packing Material Consumed
Opening Stock 69.82 57.38
Add : Indigenous Purchases 151.11 121.53
Less : Closing Stock 69.43 69.82
151.50 109.09
TOTAL 1,937.86 2,515.55
` in Million
` in Million
Particulars
Particulars
Particulars Value % Value %
Imported 1,584.61 81.77% 810.70 32.23%
Indigenous 353.25 18.23% 1,704.85 67.77%
20.1 RawPacking Material Consumed : ` in Million
Period ended 31.03.2014 Year Ended 31.12.2012
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
43

48. 26. FOREIGNEXCHANGEFLUCTUATIONONFCCBS
The Foreign Exchange loss of 369.00 (Pervious year loss of ` 141.75) arising out of revaluation in respect of outstanding FCCB of USD 75 Million
st
ason31 March,2014hasbeenrecognizedanddebitedtotheProfitandLossAccount.
27. EARNINGPERSHARE
BasicandDilutedEarningPerShare('EPS')computedinaccordancewithAccountingstandard(AS)20"EarningPerShare"
`
Basic
Profit after tax and before Extra Ordinary Item as per Accounts (87.32) (78.92)
Weighted average number of shares outstanding 34.07 34.07
Basic EPS ( Rupees) before Extra Ordinary Item (2.56) (2.32)
Extra Ordinary Item
Profit after tax and before Extra Ordinary Item as per Accounts (87.32) (78.92)
Basic EPS ( Rupees ) after Extra Ordinary Item (2.56) (2.32)
Diluted
Profit after tax as per Accounts (87.32) (78.92)
Add : Interest/Exchange difference (gain)/loss on bonds convertible
into equity shares (net of tax) - -
Adjusted profit for diluted earning per share (87.32) (78.92)
Weighted average number of shares outstanding 34.07 34.07
Add : Weighted average number of potential equity shares that could arise
on conversion of FCCBs - -
Add : Weighted average number of potential equity shares that could arise
on conversion of Warrant’s - -
Weighted average number of shares outstanding for Diluted EPS 34.07 34.07
Diluted EPS ( Rupees ) Before Extra Ordinary Item (2.56) (2.32)
Adjusted Profit after tax and Extra Ordinary Item as per Accounts (87.32) (78.92)
Diluted EPS ( Rupees ) After Extra Ordinary Item (2.56) (2.32)
24. OTHER EXPENSES
25. FINANCIAL COST
Interest on Working Capital Loans 331.94 239.08
Interest on Term Loan 49.84 78.02
Interest on Public Deposit 216.46 165.15
Other Interest 62.56 40.90
660.80 523.15
Less : Interest Received 33.13 23.89
627.67 499.26
Power & Fuel 72.83 53.52
Other Manufacturing Expense 36.08 16.32
Bank and Financial Charges 120.26 32.16
Travelling Expenses 3.99 9.83
Repair & Maintenance
Machinery 15.68 14.71
Building 2.68 6.11
Others 0.90 2.54
Selling & Distribution Expenses 144.04 229.86
Misc. General & Admns. Expenses 83.68 75.07
Rent 12.23 10.71
Shed Lease Rent 0.29 0.47
Insurance 2.57 1.12
Audit Fees 1.20 0.88
Misc. Expenditure amortized - 5.01
Donation 19.62 2.51
TOTAL 516.05 460.82
TOTAL
` in Million
Particulars
Period ended
31.03.2014
Year Ended
31.12.2012
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
44
ANNUAL REPORT 2014

49. SEGMENTREVENUECOMPRISES
Sales 5,325.65 4,750.60
Other Income excl. Dividend, Agriculture Income and Insurance Claim. 365.25 355.59
Total 5,690.90 5,106.19
SegmentRevenueandAssetsincludetherespectiveamountsidentifiabletoeachofthesegments.
35. SEGMENTREPORTING
st
Segment Information for the period ended 31 March, 2014, Information about Primary Business segment. The company is Exclusively in the
healthcarebusinesssegments.InformationaboutSecondaryGeographicalsegments
India
Particulars
Outside India
Period Ended
31.03.2014
Year Ended
31.12.2012
Period Ended
31.03.2014
Year Ended
31.12.2012
Segment Revenue from External Customer 795.90 1,524.83 5,251.31 3,581.35
Carrying amount of Segment Assets 101.90 143.37 6,941.46 6,683.81
` in Million
Period Ended 31.03.2014
Period Ended 31.03.2014
Year Ended 31.12.2012
Year Ended 31.12.2012
Expenditure in Foreign Currency
a) Travelling Expenses 2.32 2.47
b) Selling and other Overseas Expenses 45.57 55.26
F.O.B. Earning in Foreign Exchange 4,402.43 3,175.34
C.I.F. Value of Imports 3,136.01 2,306.15
` in Million
` in Million
Particulars
Particulars
Period Ended 31.03.2014 Year Ended 31.12.2012Particulars
a. Audit Fees 1.15 0.80
b. Tax Audit Fees 0.05 0.05
c. In Other Capacity (for Taxation/Certification) - 0.03
Total 1.20 0.88
33. DISCLOSURERELATEDTOMSMEACT.
The company is obtaining confirmation from suppliers regarding the registration under the MSME Act “Micro Small and Medium Enterprises
nd
Development Act 2006”, which came into effect from 2 October, 2006. The suppliers are not registered wherever the confirmations are received
and in other cases, the company is not aware of their registration status and hence information relating to outstanding balance or interest due is
notdisclosedasitisnotdeterminable.
34. FOREIGNCURRENCYTRANSACTION
28. Balanceswithnon-scheduledbank
Thereisnobalanceincurrentperiod(previousyearNil)withnon-scheduledbank.
29. BalanceConfirmationofParties
Debtors, Loans & Advances, Creditors and Bills Payable are subject to confirmation by the parties. The company has issued confirmation letters to
suchpartiesanddifferencesifanyshallbereconciledinthecurrentPeriod.
30. CurrentAssetsandLiabilities
InopinionoftheBoard,theprovisionsforknownliabilitiesareadequateandcurrentassetsintheordinary courseofbusinesshaveavalueatleast
equaltotheamountatwhichtheyarestated.
31. RegroupingofFigures
Thefiguresofpreviousyearhavebeenregrouped/reclassifiedwherevernecessarytoconfirmtothecurrentperiod’spresentation.
32. PaymenttoAuditor
` in Million
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
45

50. Period Ended 31.03.2014 Year Ended 31.12.2012Particulars
C. TransactionwithRelatedParties
Sales 1.10 441.98
Purchase 27.78 12.52
Remuneration to Key Managerial Person 33.20 19.04
Rent payment 0.18 0.26
Rent received 0.15 0.12
Loan received from Directors 251.59 250.75
Loan repaid to Directors 172.09 277.46
D. Outstanding Amount of Related Parties
Amount Payable 338.00 361.11
Amount Receivables 0.03 23.01
NoAmounthavebeenwrittenoff/providedfororwrittenbackduringtheperiodinrespectofdebtduefromortorelatedparties.
E. AmountReceivablefromManagerialStaff`0.15million(PreviousYear`Nil)
F. TheCompanyhold45%infollowingentities
` in Million
Mr. Shashikant A. Patel Chaiman Cum Managing Director
Mr. Chirag S. Patel Whole Time Director and CEO
Mrs. Gauravi Parikh Exceutive Director
Mr. Aditya Moona VP - International Marketing & Business
Mr. Anil K Mohta Chief Techincal Officer
Mr. A. K. Rungta Associates VP- Operations
Mr. Kamal Anand VP- CPD
Mr. John Philip Roy VP - International Sales
Mr. Mangesh Joshi VP - Human Resource
Name Designation
36. RelatedPartyDisclosure:AsperAccountingStandard-18
A. NameofRelatedPartiesandDescriptionofRelationship
Plazma Laboratories Pvt. Ltd. India Significant influence of Director
Plethico Laboratories Pvt. Ltd. India Significant influence of Directors / Relatives
Plethico Products India Significant influence of Directors / Relatives
Wiscon Pharmaceuticals Pvt. Ltd India Significant influence of Directors / Relatives
Rezcom Realty Pvt Ltd India Significant influence of Directors
Passion Indulge Pvt. Ltd. India Significant influence of Directors
Plethico Global Holdings BV Netherland Wholly owned subsidiary
Plethico International Ltd. UAE Wholly owned subsidiary
Plethico US Holdings KFT Hungary Wholly owned subsidiary (step-down)
Natrol INC USA Wholly owned subsidiary (step-down)
Natrol Global FZ-LLC UAE Wholly owned subsidiary (step-down)
CountryName Relationship
B. KeyManagerialPersonnel
TOO Rezlov Ltd. Kazakhstan 45%
ICS Rezlov MO SRL Moldova 45%
OOO Rezlov Ltd Kyrgyzstan 45%
CJSC Rezlov Russia 45%
SC Rezlov Ukraine 45%
Rezlov LLS Azerbaijan 45%
Company Country % of Equity Holding
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
46
ANNUAL REPORT 2014

51. Period Ended 31.03.2014
Particulars
Year Ended 31.12.2012
US Dollars ` EquivalentEuroUS Dollars ` EquivalentEuro
(a) Amount receivable in Foreign
Currency on account of following:
i. Sale of Goods 117.30 2.30 6,923.80 113.53 9.46 6,632.53
ii. Bank Balance - - 0.76 0.00 42.11
(b) Amount Payable in Foreign
Currency on account of following
i. Import of Goods and Services 0.15 - 9.34 0.13 - 6.90
ii. Loan and Interest Payable
Outstanding Foreign Currency
Convertible Bond and Premium
Payable thereon 108.49 - 6,335.40 108.49 - 5,966.40
iii. Customer Advance 2.66 0.07 141.82 0.74 0.06 45.48
` in Million
TheabovepartiesarenottreatedasRelatedPartiesduetofollowingreasons:
1) The Company or any of its Key Management Personnel (“KMP”) do not have any representation on the Board of Directors / Governing Board of
anyoftheaforesaidenterprises
2) The Company or any of its KMP do not even remotely control the appointment and / or constitution of the Board of Directors / Governing Board
ofanyoftheaforesaidenterprises
3) TheCompanydonothaveanydependenceinformationfromanyoftheaforesaidenterprises
4) TheCompanyhasnotemployedanyofitsrepresentativeorKMPasemployeeorKMPinanyoftheaforesaidenterprises
5) The Company or any of its KMP or employees are not involved in the day to day operations or in making policy decisions of any of the aforesaid
enterprises
6) TheCompanyhasneverundertakenanymaterialtransactionswithanyoftheaforesaidenterprises
37. DisclosureonLeaseasperAccountingStandard19on“AccountingforLease":
"The company has entered into operating lease agreement for office premises, Guest house, warehouse and vehicle renewable on periodic basis
and is cancelable. The rental expenses for operating lease are amounting to `28.07 million (Previous year `21.77 million) have been recognized in
theP&Laccount."
38. DisclosureRegardingDerivativeInstrumentsandUnhedgedCurrencyExposure
st
There were no foreign exchange derivatives or forward contracts outstanding as on 31 March, 2014. The year end foreign currency exposures that
havenotbeenhedgedbyaforwardcoverorderivativeinstrumentorotherwisearegivenbelow
39. EmployeeBenefit
The company has an Employees’ Gratuity Fund managed by Life Insurance Corporation of India. As required by AS-15, the status of the present
value of the obligations under the gratuity plan at the end of the period was ` 32.19 Million (Previous year ` 31.12 Million)whereas fair value of
plan assets at the end of the period was of ` 38.92 Million (Previous year ` 35.00 Million). The total benefit of ` 4.31 Million (Previous year ` 2.67
Million) has been paid during the period. The return on plan assets during the period was ` 3.11 Million (Previous year ` 3.02 Million), however
therewasnoexcess/shortamountoverestimatedreturnonplanassets.
40. ForWindingup
nd rd
TheCompanyhadissuedForeignCurrencyConvertibleBonds(FCCB)on 22 October,2007whichwasdueforrepaymenton23 October,2012or
alternatively,thesamewasrequiredtobeconvertedintoequitysharesoftheCompany.SincetheCompanyhadproposedtherestructuringofthe
FCCB to the Bond holders, it had applied to the Reserve Bank of India through Authorized Dealer for seeking approval for elongation of the
nd
maturity period of the FCCBs on 22 October, 2012 and accordingly the Reserve Bank of India granted the approval for elongation of maturity
rd th
period of the FCCB up to 23 April, 2013. The Company had applied to Reserve Bank of India vide its letter dated 18 April, 2013, seeking approval
th
for elongation of the maturity period of the FCCB by a period of twelve months . Reserve Bank of India vide its letter dated 15 January, 2014,
rd
extended the maturity till 23 April, 2014. Since the company was unable to obtain the approval of all the bondholders with the restructuring
proposal, the Company had again applied for seeking approval for elongation of the maturity period of the FCCB by a period of twelve months
nd
throughletterdated22 April,2014whichispendingfordisposalbytheReserveBankofIndia.
TheCompanyhadonvariousoccasionsrequestedtheTrusteesviz.Citibank,inwriting,toperformvariousdutiesunderofferingcircular.However,
the Trustee was negligent in performance of its duties under the said offering circular and did not comply with the requisition made by the
company which included circulating the proposal for restructuring to all the bondholders and calling for the meeting of all the bondholders to
discuss the same and also furnishing of details of all the bondholders and the details of the beneficial holders of the bonds. In the meantime,
disputes had arisen between the Company, Trustee and Bond holders and pursuant to which the Company had filed a suit for damages against
TrusteesforUSD150MillionandasuitfordamagesagainstoneofthepurportedBondholderforUSD250MillionatDistrictCourt,IndoreMadhya
Pradesh. In consequence thereof, the Trustees had filed a winding up Petition against the Company which is pending for admission. The company
hasdisputedtheamountclaimedbytheTrusteeonvariousgroundsandrespondedtothedemandsmadebytheTrusteeinthisbehalf.
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
47

52. The liability of the Company for payments towards principal and maturity premium of the FCCBs would depend upon the outcome of the aforesaid
suitfiledbytheCompanyandalsoontheoutcomeofthewindinguppetitionthathasbeenfiledagainstthecompany.Thewindinguppetitionfiled
against the Company and the suits filed by the Company against the Trustee and the Bondholder are pending disposal. In spite of the above the
financialstatementsarepreparedongoingconcernbasis.
41. CorporateDebtRestructuring
th
The Lead Bank of the Company has proposed admission of the Company to Corporate Debt Restructuring (“CDR”) forum on 29 March, 2014 for
providing debt restructuring scheme. The proposed debt restructuring scheme is pending approval of CDR Empowered Group for admission to the
CDRforum.
42. IncomeTax:(inContingentLiabilities)
(*) Relates to the demand raised by the Income Tax Department, Indore, for the assessment year 2005-06 to 2011-12, including penal interest and
penalties. The Company has preferred appeals before the Commissioner of Income Tax (Appeals), against the said demand. Appeals preferred by
theCompanyarependingfordisposal.
AS AT
31.03.2014
AS AT
31.12.2012
Particulars
43. CONTINGENTLIABILITIESNOTPROVIDEDFOR
i Pending Bank Guarantee - 0.16
ii Corporate Guarantee against third party Loan 448.40 2,150.00
iii Pending Letter of Credit 440.11 111.70
iv Estimated amount of contract remaining unexecuted on capital account 2.66 -
v Interest on FCCB not provided for the overdue period 629.24 81.81
44. DeferredTaxLiabilities
st
Thedeferredtaxliabilityof`4,38millionfortheperiodended31 March,2014hasbeendebitedtotheprofit&lossaccount.
YearendDeferredtaxLiabilitycomprises
ExcessofBookW.D.VOverTaxW.D.V. 4.38 8.40
45. The current accounting period is for a period of 15 Months. The same is in conformity with the amendment of the Companies Act 2013. Hence the
financialyearoftheCompanyhaschangedfromJanuary-DecembertoApril-March.
Signature to Notes 1 to 45
in terms of our report of even date.
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole-Time Director
and CEO
Khushboo Kothari
Company Secretary
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited
` in Million
st
Notes on Financial Statements for the 15 Months ended 31 March, 2014
` in Million
48
ANNUAL REPORT 2014

53. AUDITORS REPORT TO THE BOARD OF DIRECTORS
OF PLETHICO PHARMACEUTICALS LIMITED ON
THE CONSOLIDATED FINANCIAL STATEMENTS
th
Mumbai, 28 May, 2014
For N.P. GANDHI & CO.
Chartered Accountants
(Firm Reg No: 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
TOTHEBOARDOFDIRECTORSOF
PLETHICOPHARMACEUTICALSLIMITED.
REPORTONTHECONSOLIDATEDFINANCIALSTATEMENTS
We have audited the attached Consolidated Balance Sheet of Plethico Pharmaceuticals Limited "Plethico" and its subsidiaries as at
st
31 March, 2014 (15 Months Period) and also the Consolidated Profit & Loss Account and the Consolidated Cash Flow statement for the
periodonthatdateannexedthereto.
MANAGEMENT'SRESPONSIBILITYFORTHECONSOLIDATEDFINANCIALSTATEMENTS
Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated
financial position, consolidated financial performance and consolidated cash flows of the subsidiaries in accordance with the Accounting
Standards notified under Companies Act, 1956 (the act) (which continue to be applicable in respect of section 133 of the Companies Act,
th
2013 in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs). This responsibility includes the
design, implementation and maintenance of the internal control relevant to the preparation and presentation of the consolidated financial
statementsthatgivetrueandfairviewandarefreefrommaterialmisstatement,whetherduetofraudorerror.
AUDITORSRESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in
accordance with standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statementsarefreefrommaterialmisstatement.
An audit involves performing procedure to obtain audit evidence about the amounts and the disclosure in the consolidated financial
statements.Theprocedureselecteddependsontheauditors'judgment,includingtheassessmentoftheriskofmaterialmisstatementofthe
consolidated financial statements, whether due to fraud or error. In making those risk assessment , the auditor considers internal control
relevant to the company's preparation and presentation of consolidated financial statements that give true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and reasonableness of the
accounting estimates made by the management, as well as evaluating the overall presentation of consolidated financial statements. We
believethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinion.
OPINION
Based on our audit and on consideration of reports of other auditors on separate financial statements and to the best of our information and
according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view
inconformitywiththeaccountingprinciplesgenerallyacceptedinIndia.
a) In case of the consolidated Balance Sheet of the consolidated state of affairs of Plethico Pharmaceuticals Limited and its subsidiaries
st
asat31 March,2014.
b) In case of the consolidated Profit & Loss Account of the consolidated result of operations of Plethico Pharmaceuticals Limited and its
subsidiariesfortheperiodendedonthatdate;and
c) In case of the consolidated cash flow statements, of the consolidated cash flows of Plethico Pharmaceuticals Limited and its
subsidiariesfortheperiodendedonthatdate.
OTHERMATTERS
We did not audit the financial statements of the subsidiaries whose financial statements reflect total assets of `16109.92 million, total
st
revenue of `15298.29 million and related cash flows for the period ended as at 31 March, 2014. These financial statements and other
financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the
reportofotherauditors.
st st
We obtain audited statements of the other subsidiary companies as at 31 December, 2013 and reliedon the unaudited statements from 01
st
January,2014to31 March,2014aspermanagementsexplanation.
49

54. PLETHICO PHARMACEUTICALS LIMITED
ST
CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2014
` in Million
Particulars Note
AS AT
31.03.2014
AS AT
31.12.2012
A EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share Capital 3 340.67 340.67
(b) Reserves and Surplus 4 15,797.95 13,329.03
(c) Money received against Share Warrants 5 - -
16,138.62 13,669.70
2 Non-current liabilities
(a) Long-Term Borrowings 6 4,705.75 2,558.45
(b) Deffered Tax Liabilities (Net) 7 179.81 -
(c) Other Long-Term Liabilities 8 225.03 125.75
5,110.59 2,684.20
3 Current liabilities
(a) Short-Term Borrowings 9 2,056.35 2,207.65
(b) Trade Payables 10 1,094.81 639.88
(c) Other Current Liabilities 11 8,119.51 7,479.14
(d) Short-Term Provisions 12 625.68 635.97
11,896.35 10,962.64
TOTAL 33,145.56 27,316.54
B ASSETS
1 Non-Current Assets
(a) Fixed Assets
i) Tangible Assets 13A 1,266.87 1,321.55
ii) Intangible Assets 13B 5,893.90 249.02
iii) Capital Work in Progress - 3,950.67
iv) Goodwill on Consolidation 2,699.74 2,699.74
(b) Non-Current Investments 14 1,989.60 1989.60
(c) Deferred Tax Assets (Net) 15 - 89.54
(d) Long Term Loans and Advances 16 182.58 7.85
(e) Other Non- Current Assets 16A 2,236.03 -
14,268.72 10,307.97
2 Current Assets
(a) Inventories 17 2,027.82 1,894.97
(b) Trade Receivables 18 11,163.65 12,237.98
(c) Cash and Bank Balance 19 340.15 315.67
(d) Short-Term Loans and Advances 20 5,175.16 2,543.69
(e) Other Current Assets 21 170.06 16.26
18,876.84 17,008.57
TOTAL 33,145.56 27,316.54
Summary of Significant Accounting Policies & Notes 1-44
The accompanying notes are an integral part of the financial statements.
As per our report of even date
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole-Time Director
and CEO
Khushboo Kothari
Company Secretary
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited
50
ANNUAL REPORT 2014

55. ST
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE 15 MONTHS PERIOD ENDED 31 MARCH, 2014.
INCOME
Revenue from operations (net) 22 20,597.99 16,315.41
Other income (net) 23 386.34 304.69
Total (I) 20,984.33 16,620.10
EXPENSES
Cost of Materials Consumed 24 3,763.89 3,799.82
Purchases of Traded Goods 25 8,729.03 5,894.13
(Increase)/ Decrease in inventories of finished goods,
traded goods and work-in-progress 26 (86.22) (125.12)
Employee Cost 27 1,595.97 1,189.16
Other Expenses 28 3,777.67 3,977.72
Total (II) 17,780.34 14,735.71
Earning before Interest, Depreciation, Amortisation
and tax (EBITDA) (I-II) 3,203.99 1,884.39
Finance Costs 29 1,593.23 614.32
Depreciation and Amortisation Expense 13 642.28 177.30
Profit before Tax, Exceptional and Extraordinary Item 968.48 1,092.77
Exceptional Items - -
Profit Before Extraordinary Items and Tax 968.48 1,092.77
Extra Ordinary Items - -
Profit Before Tax 968.48 1,092.77
Tax Expense:
Current Tax Expense for Current Period (138.38) 69.50
Deferred tax - 8.40
(138.38) 77.90
For Previous Year - Current Tax - -
For Previous Year - Deferred Tax - -
- -
Total Tax Expenses (138.38) 77.90
Profit for the Period 1,106.86 1,014.87
Earnings Per Equity Share (EPS) (Face Value of ` 10/- each) :
i) Before Extraordinary Items
(a) Basic Earning Per Share 32.49 29.79
(b) Diluted Earning Per Share 32.49 29.79
ii) After Extraordinary Items
(a) Basic Earning Per Share 32.49 29.79
(b) Diluted Earning Per Share 32.49 29.79
Summary of significant accounting policies & notes 1-44
PLETHICO PHARMACEUTICALS LIMITED
` in Million
Particulars Note Period Ended
31.03.2014
Year Ended
31.12.2012
The accompanying notes are an integral part of the financial statements.
As per our report of even date
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole-Time Director
and CEO
Khushboo Kothari
Company Secretary
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited
51

56. 52
ANNUAL REPORT 2014
PLETHICO PHARMACEUTICALS LTD
ST
CONSOLIDATED CASH FLOW STATEMENT FOR THE 15 MONTHS PERIOD ENDED 31 MARCH, 2014
Period
Ended 31.03.2014
Year Ended
31.12.2012
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss ) Before Tax and Extraordinary Items 968.48 1,092.78
Adjustment For
Depreciation 642.28 177.30
Premium on FCCB redemption - -
Interest Expenses 1,626.36 638.21
Miscellaneous Expenditure Amortized 5.17 5.17
Interest received (33.13) (23.89)
Dividend Received - (0.01)
Loss/(Profit) on sale of Fixed Assets (Net) (0.11) 1.13
Agriculture Income (0.14) (0.22)
Provision for diminution in value of investment - -
Loss/(Profit) on sales of Investment (Net) - -
Operating Profit Before Working Capital Change 3,208.91 1,890.47
Adjustment For
Trade Payables and Other Liabilities 933.71 275.18
Inventories (132.85) (74.61)
Trade and Other Receivable (1,710.94) (2,779.26)
Cash Generated From Operation 2,298.83 (688.23)
Agriculture Income 0.14 0.22
Fringe Benefit Tax - -
Direct Taxes 138.38 77.90
Net Cash From Operating Activities A 2,437.35 (610.11)
CASH FLOW FROM INVESTING ACTIVITIES
Sale of Fixed Assets 49.47 101.79
Sale of Investment 0.50 -
Purchase of Investment (0.50) (0.36)
Purchase of fixed assets (6,348.65) (53.94)
Dividend Received - 0.01
Interest Received 34.53 27.73
Net Cash Used in Investing Activities B (6,264.65) 75.23
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds From Long Term & Other Borrowings 3,101.92 155.21
Proceeds From Warrant - -
Product Launching / Preoperative Expenditure - -
Dividend Paid - -
Tax on Dividends - -
Interest paid (611.83) (560.31)
Net Cash From Financing Activities C 2,490.09 (405.10)
Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (1,337.21) (939.98)
Effect of Exchange rate on conversion of Foreign Currency (1,361.69) (151.61)
Cash and Cash Equivalents at beginning of period 315.67 1,104.04
Cash acquired in Acquisition of Subsidiaries - -
Cash and Cash Equivalents at end of period 340.15 315.67
Particular
` in Million
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole-Time Director
and CEO
Khushboo Kothari
Company Secretary
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited

57. 53
`inMillion
StatementPursuanttoSection212oftheCompaniesAct,1956,relatingtosubsidiary
companiesintermsofthegeneralexemptiongrantedbytheMinistryofCorporateAffairs
ShashikantPatel
Chairman&
ManagingDirector
ChiragPatel
Whole-TimeDirector
andCEOth
Mumbai,28May,2014
ForandonbehalfoftheBoardofDirectorsof
PlethicoPharmceuticalsLimited
th
NOTES:TheBoardofDirectorsoftheCompanyapprovedchangeinthefinancialyearoftheCompanyfromJanuary-DecembertoApril-Marcheffective24January,2014.Inviewof
stst
this,thecurrentfinancialyearisforaperiodof15monthsi.e.1January,2013to31March,2014.
st
TheCompanyhasconsideredthefinancialsofallitssubsidiariesforthe15monthsperiodended31March,2014,includingAuditedfinancialsforthe12monthsended
st
31December,2013.
1NameoftheSubsidiary
InternationalHoldingHoldingsGlobalDirectProductsNutritionResearch(UK)Ltd.
Ltd.(PIL)B.V.(PGH)KFTFZLLCInc.Inc.IncInstitute
sttstststststststst
2FinancialYearoftheSubsidiary1Janto1sJanto1Janto1Janto1Janto1Janto1Janto1Janto1Janto1Janto
stststststststststst
Company31Dec31Dec31Dec31Dec31Dec31Dec31Dec31Dec31Dec31Dec
3CountryofIncorporationUAENetherlandHungaryUAEUSAUSAUSAUSAUSAEngland
4No.ofEquitySharesheldinthe11421911000010000100001000010000100001000010000
SubsidiaryCompanybyHolding
5FinancialInformationofSubsidiaryCompanies
aCapital2,281.671.210.004333.8500.0040.0040.0040.0040.0040.004
bReserves4,374.0188.862,494.992,966.273,678.04164.15983.78(114.47)(226.86)(379.54)
cTotalAssets7,308.7113,482.992,520.596,272.0312,698.29164.27995.7223.98125.24(363.88)
dTotalLiabilities45.068,189.5825.282,971.929,020.240.1211.93138.46352.1015.66
eDetailsofinvestment(expectincaseNIL0.36NILNILNILNILNILNILNILNIL
ofinvestmentinthesubsidiaries)
fTurnover3,790.2011,508.0525.634,384.61559.6418.915,597.29382.69441.996.26
gProfitbeforeTaxation340.80710.65(2,916.56)359.6580.3615.2283.96(164.62)(516.03)(6.93)
hProvisionforTaxation-(138.38)(290.58)21.53(16.97)5.72(30.57)38.90179.98-
iProfitafterTaxation340.80853.41(2,625.98)338.1297.339.5053.39(125.72)(336.06)(6.93)
jProposedDividendNILNILNILNILNILNILNILNILNILNIL
CompanyPlethicoPlethicoGlobalPlethicoUSNatrolNatrolInc.NatrolNatrolProlabMedicalNatrol
KhushbooKothari
CompanySecretary

58. 01. BACKGROUND
A DetailsofSubsidiaries:
The consolidated financial statements comprises the financial statements of the Parent Company, Plethico Pharmaceuticals Limited and the
followingWhollyOwnedSubsidiaries/Step-downSubsidiaries.
B Basis ofConsolidation
a The consolidated financial statements of the parent company Plethico Pharmaceuticals Ltd. (the company) and its subsidiary companies
are prepared according to uniform accounting policies, to the extent possible, for like transactions and other events in similar
circumstancesandarepresented,totheextentpossible,inthesamemannerasthecompany’sseparatefinancialstatements
b The financialstatements have been consolidated bya line-by-linebasis byadding together the book value of like items of assets, liabilities,
income and expenses after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses as
perAccountingStandardAS-21issuedbytheInstituteofCharteredAccountantsofIndia.
c The financial statements of the subsidiary companies used in the consolidation are drawn up to the different reporting date as that of the
st st
parentcompanyi.e.31 March,2014.AuditedFinancialsofthesubsidiariesareavailableasat31 December,2013.
d TheexcessofcosttotheCompanyofitsinvestmentinthesubsidiarycompaniesisrecognisedinthefinancialstatementsasgoodwill.
e ForeignCurrencyTranslation:
i) AssetsandLiabilities,bothmonetaryandnon-monetary,aretranslatedattheexchangerateprevailingasattheBalanceSheetdate.
ii)IncomeandExpenseitemsaretranslatedattheaverageexchangerateprevailingduringtheperiod.
iii)TheresultingexchangedifferencesarecreditedordebitedtoForeignCurrencyTranslationReserve.
02. SIGNIFICANTACCOUNTINGPOLICIES
A Basisforpreparationoffinancialstatement
The financial statements have been prepared and presented under the historical cost convention on accrual basis in accordance with the
Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, which have been prescribed by the Companies (Accounting
Standards)Rules,2006,andtherelevantprovisionsoftheCompaniesAct,1956.
B UseofEstimates
The preparation of financial statements is in conformity with generally accepted accounting principles if requires management to make
assumptions and estimates, which it believes are reasonable under the circumstances that affect the reported amounts of assets, liabilities
and contingent liabilities on the date of financial statements and the reported amounts of revenue and expenses during the year. Actual
results could differ from those estimates. Examples of such estimates include useful lives of fixed assets, provision for doubtful debts /
advances,deferredtax,exportincentives,provisionforretirementbenefits,etc.
C Revenuerecognition
Revenue is recognized to the extent that it can be reliably measured and is probable that the economic benefits will flow to the Company. The
Company recognizes sales at the point of dispatch of goods to the customers. All other income are recognized as revenue, when earned or
whentherighttoreceiveisestablished.
D Purchase
Purchasesareaccountednetofcashdiscounts,whereverapplicable.
Plethico Global Holdings BV Netherland 02.01.08 Subsidiary Plethico Pharmaceuticals Limited 100%
Plethico International Limited UAE 05.01.08 Subsidiary Plethico Pharmaceuticals Limited 100%
Plethico US Holdings KFT Hungary 23.04.08 Step-down Subsidiary Plethico Global Holdings BV 100%
Natrol INC USA 02.01.08 Step-down Subsidiary Plethico US Holdings KFT 75%
Plethico Global Holdings BV 25%
Medical Research Institute USA 02.01.08 Step-down Subsidiary Natrol INC 100%
Natrol Direct INC USA 02.01.08 Step-down Subsidiary Natrol INC 100%
Natrol Products INC USA 02.01.08 Step-down Subsidiary Natrol INC 100%
Natrol (UK) Limited England 02.01.08 Step-down Subsidiary Natrol INC 100%
Prolab Nutrition INC USA 02.01.08 Step-down Subsidiary Natrol INC 100%
Natrol Global FZ-LLC UAE 22.03.09 Step-down Subsidiary Plethico US Holdings KFT 100%
Name of Subsidiary
Country of
Incorporation
Date of becoming
subsidiary
Relationship with
Parent company
Name of the
Holding company
% of
Holding
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
54
ANNUAL REPORT 2014

59. E FixedAssets
(i) Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes non
refundable taxes and levies, freight and other incidental expenses related to the acquisition and installation of the respective assets and
reducing there from refundable levies received / receivable, if any. Borrowing cost attributable to acquisition or construction of fixed
assetsarecapitalizedtorespectiveassets.
(ii) The Computer Software cost are capitalized and recognized as intangible assets in terms of the Accounting Standards 26 on Intangible
Assets based on materiality, accounting prudence and significant economic benefit therefrom expected to flow for a period longer than
oneyear.Capitalizedcostsincludedirectcostsofimplementationandexpensesdirectlyattributabletothedevelopmentofsoftware.
F Depreciation
(i) Depreciation on fixed assets (except lease hold land and information technology assets) is provided on straight-line method at the rates
andinthemannerprescribedinScheduleXIVtotheCompaniesAct,1956.
(ii) ComputerSoftwarecostcapitalizedisamortizedoverestimatedusefullifeof3to5yearsasestimatedatthetimeofcapitalization.
G ImpairmentofAssets
If indications suggest that assets of the Company may be impaired, the recoverable amount of assets are determined on the Balance Sheet
dateandifitislessthanitscarryingamount,thecarryingamountofassetsarereducedtothesaidrecoverableamount.
H Inventories
(i) Stock of Raw Materials and Finished Goods are valued at lower of cost or realizable value. The cost of Raw Materials is determined on FIFO
basis.ThecostofFinishedGoodsproducedisdeterminedonweightedaveragebasiswhereascostofFinishedGoodstradedisdetermined
onFIFObasisandincludingmanufacturingoverheadswhereapplicable
(ii) The stocks of Packing Materials, Consumables Stores, Promotional Materials & Stock-in-Process are valued at cost.The cost of Packing
Materials, Consumable Stores & Promotional Material is determined on FIFO basis.The cost of Work In Progress produced is determined
onweightedaveragebasis.
I RetirementBenefits
(a) ShorttermsBenefits:
Shorttermemployeebenefitsarerecognisedasanexpenseattheundiscountedamountinprofitandlossaccountoftheyearinwhichthe
related service is rendered. Short term employee benefits are recognized as expense in the profit and loss account of the year in which
serviceisrendered.
(b) Longtermbenefits:
(i) DefinedContributionPlan:
Provident and Family Pension Fund : The eligible employees of the Company are entitled to receive post employment benefits in
respect of provident and family pension fund, in which both employees and the Company make monthly contributions at a
specified percentage of the employees eligible salary (currently 12% of employees eligible salary). The contributions are made to
Employees' Provident Fund Organisation (EPFO) and the Central Provident Fund under the State Pension Scheme. Provident Fund
andFamilyPensionFundareclassifiedasDefinedContributionsPlansastheCompanyhasnofurtherobligationbeyondmakingthe
contribution. TheCompany’scontributionPlanarechargedtoprofitandlossaccountasincurred.
(ii) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund and ESI Fund are charged to the profit
andlossaccount.
(iii) DefinedBenefitPlan:
1. Gratuity:
TheCompanyhasanobligationtowardsgratuity,adefinedbenefitsretirementplancoveringeligibleemployees.Theplanprovides
a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an
amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of
service. The Company has an employees' gratuity fund managed by the Life Insurance Corporation of India (LIC) based on an
independentactuarialvaluationmadeattheperiodend.Actuarialgainsandlossesarerecognisedintheprofitandlossaccount.
2. Compensatedabsences:
TheCompanyprovidesforencashmentofleaveorleavewithpaysubjecttocertainrules.Theemployeesareentitledtoaccumulate
leave subject to certain limits for future encashment / availment. The liability is recognised based on number of days of unutilized
leaveateachbalancesheetdateonthebasisofanindependentactuarialvaluation.Actuarialgainsandlossesarerecognisedinthe
profitandlossaccount.
(iv) The defined benefit obligations in respect of gratuity are recognized on the basis of valuation done by an independent actuary
applying project unit credit method. The actuarial gain / loss arising during the period and recognized in the profit and loss account
oftheperiod.Thecompanyhasanemployees’gratuityfundmanagedbytheLifeInsuranceCorporationofIndia(LIC).
(v) Leaveencashmentischargedtorevenueonaccrualbasis.
J Investments
(i) Long Term Investments are stated at cost and provision is made to recognize any diminution in value other than that of a temporary
nature.
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
55

60. (ii) Currentinvestmentsarecarriedatlowerofcostandmarketvalue. Diminutioninvalueischargedasalossinprofitandlossaccount.
K ForeignExchangeTransactions
(i) TheTransactionsinForeignCurrencyhavebeenaccountedattheexchangerateprevailingonthedateofthetransaction. Period-end
Receivables / Payables have been translated at the period-end rate of exchange. The difference on account of fluctuation in the rate
ofexchangeasprevailingonSales/PurchasetransactiondateandonRealization/Payment/Period-enddatearerecognizedinProfit
&LossAccount.
(ii) Investment in shares in Foreign Subsidiaries and other companies abroad are expressed in reporting currencies at the rate of
exchangeprevailingatthetimewhentheoriginalinvestmentsweremade.
(iii) Foreign Exchange Gain or Foreign Exchange losses arising out of revaluation in respect of outstanding FCCB at the Balance Sheet date
shallberecognizedinthebooksofaccountsandamountofsuchgains/lossesisrecognisedinProfit&Lossaccount.
(iv) The premium payable on redemption of FCCB shall be provided in the books of accounts as per the terms of the Offering Circular. The
Premium on Redemption of FCCB will first be adjusted from Share Premium available and after full utilization of Share Premium, the
balance would be adjusted from Free Reserves or charged to Profit & Loss Account and premium so payable shall be disclosed
separately.
L ResearchandDevelopment
ResearchandDevelopmentcosts(otherthancostoffixedassetsacquired)arechargedasanexpenseintheyearinwhichtheyareincurred.
M Income/Expenditureduringconstructionperiod
Revenue Expenditure during construction are capitalized to respective assets. Similarly revenue incomes during construction are reduced
fromrespectiveassets.
N Provisions,ContingentLiabilitiesandContingentAssets
(a) A provision is recognised, if as a result of past event, the Company has a present legal obligation that can be measured reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by the best estimate of
the outflow of economic benefits required to settle the obligation at the reporting date. Where no reliable estimate can be made, a
disclosureismadeascontingentliability.
(b) A disclosure for a Contingent Liability is made when there is possible obligation or a present obligation that may, but probably will not,
required outflow of resources. Where there is a possible obligation or present obligation where likelihood of outflow of resources is
remote,noprovisionordisclosureismade.
(c) ContingentAssetsareneitherrecognisednordisclosed.
O MiscellaneousExpenditure(totheextentnotwrittenoff)
Security Issue Expenses and other Deferred Revenue Expenses shall be amortized on the basis of 1/5th of the total expenses and the extent to
whichtheyarenotwrittenoffshallbedisclosedintheBalanceSheet.
P ProvisionforCurrent&Deferredtax
ProvisionforTaxfortheperiodcomprisesCurrentIncomeTaxandDeferredTax.
Provision for Current Tax is determined after taking in to consideration the provision of the Income tax Act’1961 relevant for the fiscal year as
applicableorsubstantivelyenactedasonthebalancesheetdate.
a) In accordance with Accounting Standard 22 “Accounting for taxes on Income” issued by the Institute of Chartered Accountants of India,
the deferred tax for timing differences is accounted for, using the tax rates and laws that have been enacted or substantively enacted on
theBalanceSheetdate.
b) DeferredTaxAssetsarisingfromtimingdifferencesarerecognisedonlyontheconsiderationofprudence.
Q Lease
Assets taken on lease, under which all the risks and rewards of ownership are effectively retained by the lessor, are classified as operating
lease.OperatingleasepaymentsarerecognizedasexpenseintheProfitandLossAccount.
03. SHARECAPITAL
AS AT
31.03.2014
AS AT
31.12.2012
Authorised Share Capital
6,00,00,000 (Previous Year 6,00,00,000) Equity Shares of ` 10 each 600.00 600.00
Issued Share Capital
3,40,81,767 (Previous Year 3,40,81,767) Equity Shares of Rs. 10 each 340.82 340.82
Subscribed And Paid Up Share Capital
3,40,66,667 (Previous Year 3,40,66,667) Equity Shares of Rs. 10 each 340.67 340.67
3.1 Subscribed and paid up share capital including 2,91,09,060 Equity Shares (Previous year 2,91,09,060) Equity Shares of Rs. 10 each
allottedasfullypaidbonussharesbywayofcapitalisationofGeneralReserveandSharePremium.
3.2 ThedetailsofShareholdersholdingmorethan5%Shares:
` in Million
Particular
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
56
ANNUAL REPORT 2014

61. AS AT
31.03.2014
AS AT
31.12.2012
4.1General Reserve
As per last Balance Sheet 2,601.56 3,500.00
Add : Transferred from Profit and Loss account - -
Add : Amount of Share Warrant forfeited - 200.00
2,601.56 3,700.00
Less : Provision for Premium Payable on Redemption of FCCB - 778.44
Less : Provision for earlier years Taxation - 320.00
2,601.56 2,601.56
Foreign Currency Translation Reserve 3,467.14 2,105.09
4.3 Surplus
As per last Balance Sheet 8,622.38 7,604.53
Add : Profit / (Loss) of the 1,106.87 1,014.88
Add : Excess Amortisation - 2.97
9,729.25 8,622.38
TOTAL 15,797.59 13,329.03
Period
` in Million
Particulars
th
4.4 The said Investor as on the date of conversion that is 13 August, 2012 did not exercise the option for the conversion hence the initial
amountreceivedhasbeenforfeited.
4.5 ProvisionforPremiumPayablemadefromGeneralReserve of`NILduringthecurrentperiodand` 778.44MillionofPreviousYear.
4.6 Income Tax Provision provided from 2004-2005 (AY 2005-06) to 2009-10 (AY 2010-11) of ` NIL for current period and ` 320.00 Million
madeduringpreviousyear.
05. MONEYRECEIVEDAGAINSTSHAREWARRANTS
AS AT
31.03.2014
AS AT
31.12.2012
Subscription Received Against Share Warrant - 200.00
Less: Share Warrant forfeited amount transferred to General Reserve - 200.00
TOTAL - -
th
5.1 The said Investor as on the date of conversion that is 13 August, 2012 did not exercise the option for the conversion hence the initial
amount received has been forfeited.
` in Million
Particulars
Particulars
AS AT
31.03.2014
AS AT
31.12.2012
Subscribed and Paid up Equity Shares Capital 10 each
Share outstanding as at the Beginning of the period 34,066,667 34,066,667
Add : Share Issued During the period - -
Share outstanding as at the end of the period 34,066,667 34,066,667
`
AS AT 31.03.2014 AS AT 31.12.2012
Name of Shareholder
No. of Shares %held No. of Shares %held
Mr. Shashikant Patel 24315710 71.38% 27388825 80.40%
Sicom Ltd. 2757968 8.10% - -
3.3 Thereconciliationofthenumberofsharesoutstandingatendof :period
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
57
04. RESERVES AND SURPLUS

62. AS AT 31.03.2014 AS AT 31.12.2012
Non-Current Current Non-Current Current
Secured
i) Term/Corporate Loan from Bank 4,206.08 205.84 1,425.75 756.21
ii) Vehicle Loan 0.32 0.66 1.13 1.04
Unsecured
i) Foreign Currency Convertible Bond - 2,970.75 - 2,970.75
ii) Premium Payable on Redemption of FCCB - 1,841.77 - 1,841.77
iii) Foreign Currency Fluctuation on FCCB - 1,153.88 - 1,153.88
iv) Public Deposit 379.85 977.18 1,083.54 382.50
v) Interest accrued but not due on borrowings 119.50 20.50 48.03 45.69
TOTAL 4,705.75 7,170.58 2,558.45 7,151.84
` in Million
Particulars
6.1 ThetermloanstakenfromEXIMBank,Mumbaiissecuredby
(i) Exclusive first charge by way of equitable mortgage of company’s land and building situated at Khasra No.821/2, Village Dharawara,
DepalpurTehsil,Indore
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/2, Village Dharawara,
DepalpurTehsil,Indore
(iii) Pledgeofequitysharesofthecompanybyadirectorofthecompany
(iv) PersonalGuaranteeoftwodirectorsofthecompany.
6.2 TheTermloanofIDBIBankissecuredby
(a) First charge by way of equitable mortgage over company’s land and building situated at Khasra No.285/1/1, Village Gari Pipliya,
Manglia,Indore
(c) Hypothecation of Plant and Machinery installed in the factory premises situated at Khasra No. 285/1/1, Village Gari Pipliya, Manglia,
Indore
(d) PersonalGuaranteeofoneofthedirectorofthecompany.
6.3 VehicleLoanissecuredbyhypothecationagainstrelatedvehicleofthecompany.
6.4 TermsofRepaymentofSecuredTermLoansfromBanksandothersaregivenbelow:
06. LONGTERMBORROWINGS
` in Million
Amount Outstanding
As At 31.03.2014
Banks/Others Terms of Repayment/Periodicity
Amount Outstanding
As At 31.12.2012
EXIM Bank In 20 equal quarterly Installment form 27.10.2010 to 30.11.2015 245.15 280.38
loan restructuring letter dt. 17.07.2013
EXIM Bank In 12 equal quarterly Installment form 20.09.2010 to 30.06.2014 42.17 76.28
loan restructuring letter dt. 17.07.2013
Punjab National Bank In 11 equal quarterly Installment form 15.04.2010 to 14.01.2013 - 32.22
IDBI Bank Ltd In 10 equal quarterly Installment form 06.08.2010 to 05.02.2013 - 14.08
IDBI Bank Ltd In 12 equal quarterly Installment form 01.07.2011 to 30.06.2014 8.51 51.28
Total 295.84 454.24
st
6.5 Amount overdue as on 31 March,2014 on account of Principal `38.33 Million & Interest 5.84 Million the outstanding is according to the
DebtRestructuringSchemeproposedfortheCompany.ReferNoteNo.41
`
AS AT
31.03.2014
AS AT
31.12.2012
07. DEFFEREDTAXLIABILITIES(NET)
DeferredTaxLiabilities 179.81 -
TOTAL 179.81 -
08. OTHERLONGTERMLIABILITIES
Sales Tax Deferment - 0.41
Loan & Advances from Directors 204.84 125.34
Capital Leases 20.19 -
TOTAL 225.03 125.75
` in Million
Particulars
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
58
ANNUAL REPORT 2014

63. 9.1 TheworkingcapitalloanstakenfromBankofBarodaaresecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No. 821/1, Village Dharavara, Tehsil Depalpur, Indore and at
KhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore.
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/1, Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeoftwodirectorsofthecompany.
9.2 TheworkingcapitalloanstakenfromIDBIBankaresecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Second charge by way of equitable mortgage over company’s land and building situated at Khasra No.285/1/1, Village Gari Pipliya,
Manglia,Indore
(c) Hypothecation of Plant and Machinery installed in the factory premises situated at Khasra No. 285/1/1, Village Gari Pipliya, Manglia,
Indore
(d) PersonalGuaranteeofoneofthedirectorofthecompany.
9.3 TheworkingcapitalloantakenfromStateBankofIndiaissecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No.821/1, Village Dharavara, Tehsil Depalpur, Indore and at
KhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore.
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/1, Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeofadirectorofthecompany.
9.4 TheworkingcapitalloantakenfromPunjabNationalBankissecuredby
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No.821/1, Village Dharavara, Tehsil Depalpur, Indore and at
KhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/1, Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeoftwodirectorsofthecompany.
9.5 TheworkingcapitalloantakenfromAllahabadBankissecuredby:
(a) Hypothecationofcompany’sentirestocksandbookdebtsonfirstparipassuchargebasis
(b) Onfirstparipassuchargebasisby:
(i) Equitable mortgage of company’s land and building situated at Khasra No.821/1, Village Dharavara, Tehsil Depalpur, Indore and at
KhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(ii) Hypothecation of Plant and Machinery installed in the aforesaid factory premises situated at Khasra No. 821/1, Village Dharavara,
TehsilDepalpur,IndoreandatKhasraNo.285/1/2,VillageGariPipliya,Manglia,Indore
(c) PersonalGuaranteeofadirectorofthecompany."
st
9.6 Amount overdue as on 31 March, 2014 on account of Principal `537.97 Million & Interest `29.68 Million the outstanding is according to
theDebtRestructuringSchemeproposedforthecompany.ReferNoteNo.41.
AS AT
31.03.2014
AS AT
31.12.2012
09. SHORTTERMBORROWING
Secured
Working Capital Loan from Bank 2,050.06 2,189.39
Unsecured
From Other 6.29 18.26
TOTAL 2,056.35 2,207.65
` in Million
Particulars
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
59

64. AS AT 31.03.2014 AS AT 31.12.2012
Other Liabilities - Provisions & accruals 14.32 47.87
Provision for Current Taxation 611.36 588.10
TOTAL 625.68 635.97
` in Million
Particulars
13. FIXED ASSETS
PARTICULARS
As At
01.01.2013
Addition
During
the Period
DEPRECIATIONGROSS BLOCK
Deduction/
Adjustment
FOR THE PERIOD
(15 MONTH)
Forex Adj and
Write backs
As At
31.03.2014
Forex
Adj
NET BLOCK
As At
31.03.2014
As At
31.12.2012
Total As At
31.03.2014
A) Tangible Assets
Land 26.67 0.00 0.00 0.00 26.67 0.00 0.00 0.00 0.00 26.67 26.67
Land Development 1.67 0.00 0.00 0.00 1.67 0.00 0.00 0.00 0.00 1.67 1.67
leasehold Improvements 8.47 0.00 0.00 0.00 8.47 0.00 0.08 0.00 0.08 8.39 8.47
Office Premises 3.94 0.00 0.00 0.00 3.94 6.22 0.08 0.00 6.30 -2.36 -2.28
Factory Building 605.10 15.73 3.31 0.50 617.02 181.65 25.08 3.31 203.42 413.60 423.45
Plant & Machinery 1524.90 27.15 15.55 12.10 1524.40 723.56 79.58 25.12 778.02 746.39 801.34
Furniture & Fixtures 116.74 1.40 5.56 1.49 111.09 78.23 5.34 6.69 76.88 34.21 38.51
Computers 173.35 23.56 13.71 1.36 181.83 161.27 6.89 14.30 153.86 27.97 12.08
Vehicles 26.66 0.33 0.00 0.03 26.96 15.56 2.14 0.03 17.67 9.28 11.10
Agricultural Equipments 0.54 0.00 0.00 0.00 0.54 0.00 0.00 0.00 0.00 0.54 0.54
Total 2488.04 68.17 38.12 15.49 2502.60 1166.49 119.20 49.45 1236.24 1266.37 1321.55
Previous Year 2424.02 53.94 4.89 14.98 2488.04 1061.27 94.44 16.82 1166.49 1321.55 1362.75
As At
01.01.2013
` in Million
AS AT 31.03.2014 AS AT 31.12.2012
10. TRADEPAYABLE
Trade Payable Others 1094.81 639.88
TOTAL
11. OTHER CURRENT LIABILITIES
Current Maturities of Long Term Debts (See Note 6) 7,150.08 7,106.15
Interestaccruedbutnotdueonborrowings(SeeNote6) 20.50 45.69
InterestAccruedandDueonBorrowings - 5.11
InvestorEducationandProtectionFund(notdue)
-UnclaimedDividend 0.25 0.25
-UnclaimedShareApplicationMoney - 0.42
Dealers'Deposit 5.80 8.45
InterCorporateDeposit 28.78 131.27
AdvancefromCustomers 153.19 46.34
OtherLiabilities
(a) Foremployeebenefits
-StatutoryLiabilitiesPayable - 1.46
-BonusPayable - 2.43
-GratuityPayable - 5.94
-LeaveEncashmentPayable - 6.42
(b) Forothers 760.91 119.21
TOTAL 8,119.51 7,479.14
1094.81 639.88
` in Million
Particulars
st
11.1 During the 15 Months period ended 31 March, 2014 the Company had transferred ` 0.28 Million to Investor Education and Protection
Fund(IEPF) andthereisnoamountoutstandingtobecreditedtoInvestorEducationandProtectionFund.Duringtheperiodunderreview,
theamountof ` 0.14MillionhasbeenclaimedbytheInvestors.
11.2 IntercorporatedepositagainstPledgeofcompany’sequitysharesheldbyoneoftheDirector.
12. SHORTTERMPROVISION
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
60
ANNUAL REPORT 2014

65. 14A.1 During the period, company’s equity holdings in other overseas companies remained unchanged. The equity holding percentage and
st
statusofloansinsuchcompanieswasasunderason31 March,2014.
Loans & Advances
As At 31.12.2012
Country
% of Equity
Holding
Company
TOO Rezlov Ltd Kazakhstan 45% Nil
ICS Rezlov – MO SRL Moldova 45% Nil
OOO Rezlov Ltd Kyrgyzstan 45% Nil
CJSC Rezlov Russia 45% Nil
SC Rezlov Ukraine 45% Nil
Rezlov LLS Azerbaijan 45% Nil
Tricon Holding FZE UAE 20% Nil
Plethico Pharmaceuticals Corporation Philippines 35% Nil
14A.2 The Company does not have significant influence in any of the above companies as defined under AS18 “Related Party Disclosure” and
AS23 “Accounting for Investment in Associates in consolidated financial statements” and as such, all above companies are neither related
party nor associate companies within the meaning of above accounting standards. Consequently consolidation of accounts has not been
donefortheabovecompanies.ReferNoteNo.36F.
AS AT
31.03.2014
AS AT
31.12.2012
15. DEFERREDTAXASSETS
Deferred Tax Assets (Net) - 89.54
TOTAL -
16. LONG-TERM LOANS AND ADVANCES
Long-Term Loans and Advances 182.58 7.85
TOTAL 182.58 7.85
89.54
` in Million
Particulars
DESCRIPTION As At
01.01.2013
Addition
During
the Period
DEPRECIATIONGROSS BLOCK
Deduction/
Adjustment
For The Period
(15 Month)
Forex
Adj
As At
31.03.2014
Forex
Adj
NET BLOCK
As At
31.03.2014
As At
31.12.2012
As At
31.03.2014
B) Intangible Assets
Goodwill 1377.12 0.00 0.00 40.61 1336.51 1377.12 0.00 -40.61 1336.51 0.00 0.00
Patents 25.35 0.00 0.00 0.00 25.35 23.62 0.00 0.00 23.62 1.73 1.73
Brands & Customer 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
IP Rights, Trademarks 712.51 6268.10 0.00 285.00 7265.61 465.22 521.74 387.00 1373.96 5891.65 247.29
and Relationships
Computer Software 33.43 12.38 11.35 1.55 36.01 33.43 1.35 0.75 35.53 0.48 0.00
Total 2148.41 6280.48 11.35 327.16 8663.48 1899.39 523.09 347.14 2769.62 5893.86 249.02
Previous Year 2080.04 0.00 5.45 73.82 2148.41 1762.05 82.85 65.07 1899.39 249.02 317.99
As At
01.01.2013
` in Million
14 NON-CURRENTINVESTMENT
AS AT
31.03.2014
AS AT
31.12.2012
No of Share
as at 31.03.2014
Face Value
A. Investment in Overseas Companies ( Unquoted )
TOO Rezlov Ltd. Kazakhstan 1559025 Tenge 100 270.49 270.49
OOO Rezlov Ltd. Kyrgyzstan 62100 Som 100 141.03 141.03
ICS Rezlov MO SRL. Moldova 33345 Leu 100 202.99 202.99
Rezlov LSS. Azerbezan 548550 Manat 1000 81.47 81.47
SC Rezlov. Ukraine 16088 Hryvnia 100 159.77 159.77
CJSC Rezlov. Russia 303750 Rubal 100 198.05 198.05
Tricon Holding FZE,UAE 5 AED 150000 935.44 935.44
Plethico Pharmaceuticals Corporation 42000 Pesos 100 0.36 0.36
TOTAL 1,989.60 1,989.60
` in Million
Particulars
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
61

66. AS AT
31.03.2014
AS AT
31.12.2012
16.A OTHER NON CURRENT ASSETS
Capital Advances 1,498.87 -
Other Advances 737.16 -
TOTAL 2,236.03 -
17. INVENTORIES
(As valued and certified by management)
Raw Materials 418.94 208.63
Finished Goods 1,344.27 1,489.42
Stock-in-Process 194.94 55.49
Packing Material Consumables etc. 69.67 141.43
TOTAL 2,027.82 1,894.97
18. TRADE RECEIVABLE
(Unsecured & Considered Good)
Debts exceeding six months 5,140.16 5,159.91
Other Debts 6,023.49 7,078.07
TOTAL 11,163.65 12,237.98
` in Million
Particulars
18.1 TheCompanyisdulyapplyingtothecompetentauthorityforgettingextensionwithrespecttotheoverdueexportproceedsinaccordance
with the provisions of the Foreign Exchange Management Act, 1999 and Foreign Exchange Management (Export of Goods and Services)
Regulations,2000.
18.2 Trade Receivables are net of Bill discounting facilities availed by the Company. Bill discounting facility is availed from SICOM for which
followingisofferedassecurities:
1) Land Bearing Survey No.285/2/2 admeasuring 51109 sq.ft. bearing Patwari Halka No.26,New No.24 at Village Gram Pipalya, Tehsil
Sanwer, Indore along with R & D block i.e. Ground plus two storied building thereon approximately 18000 sq.ft situated in the
RegistrationDistrictandsub-DistrictofIndore.
2) LandbearingSurveyNos823/2,823/4&823/6atvillageDharawara,Tehsil-Depalpur,Indore.
3) Plant & Machinery comprising of R&D equipment, etc at the R&D block situated on land bearing Survey No.285/2/2 admeasuring
51109sq.ftbearingPatwariHalkaNo.26,NewNo.24atVillageGramPipalya,Tehsil-Sanwer,DistrictIndore.
AS AT
31.03.2014
AS AT
31.12.2012
19. CASHANDBANKBALANCES
Cash on Hand 2.25 2.49
Balance With Bank
- On Current Account 202.50 125.28
- On Unclaimed Dividend Account 0.25 0.25
- On Unclaimed Share Application Money - 0.42
Deposit with Bank
- Fixed Deposits - Margin Money 106.75 101.04
- Fixed Deposits - Others 28.40 86.19
TOTAL 340.15 315.67
20. SHORTTERMLOANSANDADVANCES
Loan and Advances Recoverable 3,838.36 1,279.18
Balance with Excise Department 63.29 93.45
Advance tax paid 296.08 257.34
Export Incentive Entitlements 15.41 33.68
Sundry Deposits 962.01 880.04
TOTAL 5,175.16 2,543.69
21. OTHER CURRENT ASSETS
Other Receivable 170.06 -
Public Issue/Product Launching Expenses - 16.26
TOTAL 170.06 16.26
` in Million
Particulars
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
62
ANNUAL REPORT 2014

67. 22. REVENUEFROMOPERATION
Sales (Net of Excise Duty) 20,597.99 16,315.41
Less Excise Duty - -
TOTAL 20,597.99 16,315.41
23. OTHER INCOMES
Export Incentives 49.43 15.48
Foreign Exchange Fluctuation (net) 311.43 291.30
Central / State Excise Duty Refund - 44.83
Processing Charges 4.38 3.98
Other Operating Income 12.36 7.69
Other non-operating Income 0.91 2.01
Exceptional Items 7.83 (60.60)
TOTAL 386.34 304.69
24. COST OF MATERIAL CONSUMED
Raw Material Consumed 3,110.49 3,320.04
Packing Material Consumed 653.40 479.78
TOTAL 3,763.89 3,799.82
25. PURCHASES OF TRADED GOODS
Finished Goods 8,729.03 5,894.13
TOTAL 8,729.03 5,894.13
26. (INCREASE)/ DECREASE IN INVENTORIES OF FINISHED GOODS,
TRADEDGOODSANDWORK-IN-PROGRESS
Opening Inventories
Finished Goods 1,489.42 1,374.71
Stock-in-Process 55.49 45.08
1,544.91 1,419.79
Less :Closing Inventories
Finished Goods 1,451.71 1,489.42
Stock-in-Process 179.42 55.49
1,631.13 1,544.91
TOTAL (86.22) (125.12)
27. EMPLOYEE COST
Salary Wages Bonus and Benefits 1,446.59 1,039.78
Director Remuneration Including Statutory Contribution 48.71 48.71
Sitting Fees 0.08 0.08
Contribution to P.F , Gratuity & other funds 100.59 100.59
TOTAL 1,595.97 1,189.16
28. OTHER EXPENSES
Power & Fuel 72.84 72.80
Other Manufacturing Expenses 348.91 580.15
Excise Duty - 42.28
Bank and financial charges 120.26 32.16
Travelling Expenses 395.80 85.00
Repair & Maintenance
Machinery 15.68 24.65
Building 2.68 8.83
Others 0.90 33.03
Foreign Exchange Fluctuation - Other than Exports - 0.69
Selling & Distribution Expenses 1,472.49 2,096.34
Misc. General & Admns. Expenses 1,210.70 827.74
Rent 78.65 131.36
Shed Lease Rent 0.29 0.47
Insurance 25.72 27.35
Period Ended
31.03.2014
Year Ended
31.12.2012
` in Million
Particulars
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
63

68. 32. BALANCE CONFIRMATION OF PARTIES
Debtors, Loans & Advances, Creditors and Bills Payable are subject to confirmation by the parties. The Company has issued confirmation letters
to such parties and differences if any shall be reconciled in the current period.
33. CURRENT ASSETS AND LIABILITIES
In opinion of the Board, the provisions for known liabilities are adequate and current assets in the ordinary course of business have a value at
least equal to the amount at which they are stated.
34. REGROUPING OF FIGURES
The figures of previous year have been regrouped / reclassified wherever necessary to confirm to the current presentation.period's
Period Ended
31.03.2014
Year Ended
31.12.2012
Particulars
Basic
Profit after tax and before Extra Ordinary Item as per Accounts 1,106.86 1,014.87
Weighted average number of shares outstanding 34.07 34.07
Basic EPS ( Rupees ) before Extra Ordinary Item 32.49 29.79
Extra Ordinary Item - -
Profit after tax and before Extra Ordinary Item as per Accounts 1,106.86 1,014.87
Basic EPS ( Rupees ) after Extra Ordinary Item 32.49 29.79
Diluted
Profit after tax as per Accounts 1,106.86 1,014.87
Add : Interest / Exchange difference ( gain ) / loss on bonds
convertible into equity shares (net of tax) - -
Adjusted profit for diluted earning per share 1,106.86 1,014.87
Weighted average number of shares outstanding 34.07 34.07
Add : Weighted average number of potential equity shares
that could arise on conversion of FCCBs - -
Add : Weighted average number of potential equity shares
that could arise on conversion of Warrant’s - -
Weighted average number of shares outstanding for Diluted EPS 34.07 34.07
Diluted EPS (Rupees) Before Extra Ordinary Item 32.49 29.79
Adjusted Profit after tax and Extra Ordinary Item as per Accounts 1,106.86 1,014.87
Diluted EPS ( Rupees ) After Extra Ordinary Item 32.49 29.79
` in Million
Period Ended
31.03.2014
Year Ended
31.12.2012
` in Million
30. FOREIGN EXCHANGE FLUCTUATION ON FCCBS
The Foreign Exchange loss of Rs. 369.00 Million (Pervious year loss of ` 141.75 Million) arising out of revaluation in respect of outstanding FCCB
of USD 75 Million as on 31 March, 2014 has been recognized and debited to the Profit and Loss Account.st
31. EARNING PER SHARE
Basic and Diluted Earning Per Share ('EPS') computed in accordance with Accounting standard ( AS ) 20 "Earning per Share"
Particulars
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
Audit Fees 7.96 6.92
Misc Expenditure amortized 5.17 5.17
Donations 19.62 2.78
3,777.67 3,977.72
29. FINANCIAL COST
Interest on working capital loans 780.48 239.08
Interest on Term Loan 466.86 183.04
Premium on FCCB redemption - -
Interest on Public Deposit 216.46 165.15
Other Interest 162.56 50.94
1,626.36 638.21
Less : Interest Received 33.13 23.89
1,593.23 614.32
TOTAL
TOTAL
64
ANNUAL REPORT 2014

69. B. KeyManagerialPersonnel
Mr. Shashikant A. Patel Chairman & Managing Director
Mr. Chirag S. Patel Whole Time Director and CEO
Mrs. Gauravi Parikh Executive Director
Mr. Aditya Moona VP - International Marketing & Business
Mr. Anil K Mohta Chief Technical Officer
Mr. A. K. Rungta Associates VP- Operations
Mr. Kamal Anand VP- CPD
Mr. John Philip Roy VP - International Sales
Mr. Mangesh Joshi VP - Human Resource
Name Designation
36. RELATEDPARTYDISCLOSURE:ASPERACCOUNTINGSTANDARD-18
A. Nameofrelatedpartiesanddescriptionofrelationship
Plazma Laboratories Pvt. Ltd. India Significant influence of Director
Plethico Laboratories Pvt. Ltd. India Significant influence of Directors / Relatives
Plethico Products India Significant influence of Directors / Relatives
Wiscon Pharmaceuticals P. Ltd India Significant influence of Directors / Relatives
Rezcom Realty Pvt Ltd India Significant influence of Directors
Passion Indulge Pvt. Ltd. India Significant influence of Directors
Period Ended 31.03.2014 Year Ended 31.12.2012
C. TransactionwithRelatedParties
Sales 1.10 441.98
Remuneration to Key Managerial Person 33.20 19.04
Rent Payment 0.18 0.26
Rent Received 0.15 0.12
Loan received from Directors 251.59 250.75
Loan repaid to Directors 172.09 277.46
Investment in Equity Shares - -
D. Outstanding Amount of Related Parties
Amount Payable 338.00 361.11
Amount Receivables 0.03 23.01
Particulars
` in Million
NoAmounthavebeenwrittenoff/providedfororwrittenbackduringtheperiodinrespectofdebtduefromortorelatedparties.
E. AmountReceivablefromManagerialStaff`0.15Million(PreviousYear Nil)`
CountryName Relationship
India
Particulars
Outside India
Period Ended
31.03.2014
Year Ended
31.12.2012
Period Ended
31.03.2014
Year Ended
31.12.2012
Segment Revenue from External Customer 795.90 1,524.83 19,802.09 14,790.58
Carrying amount of segment assets 101.90 143.37 13,089.56 13,584.03
SegmentRevenueComprises
Period Ended
31.03.2014
Year Ended
31.12.2012
Sales 20,597.99 16,315.41
Other Income excl. Dividend, agriculture income and insurance claim. 386.34 304.69
Tota 20,984.33 16,620.10
SegmentRevenueandAssetsincludetherespectiveamountsidentifiabletoeachofthesegments.
` in Million
` in Million
Particulars
35. SEGMENTREPORTING
st
Segment Information for the period ended 31 March, 2014, Information about Primary Business segment. The company is exclusively in the
healthcarebusinesssegments.InformationaboutSecondaryGeographicalsegments
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
65

70. 39. EMPLOYEEBENEFIT
The company has an Employees’ Gratuity Fund managed by Life Insurance Corporation of India. As required by AS-15, the status of the present
value of the obligations under the gratuity plan at the end of the period was 32.19 Million (Previous year ` 31.12 Million)whereas fair value of
plan assets at the end of the period was of ` 38.92 Million (Previous year ` 35.00 Million).The total benefit of ` 4.31 Million (Previous year ` 2.67
Million) has been paid during the period. The return on plan assets during the period was ` 3.11 Million (Previous year ` 3.02 Million), however
therewasnoexcess shortamountoverestimatedreturnonplanassets.
40. FORWINDINGUP
nd rd
The Company had issued Foreign Currency Convertible Bonds (FCCB) on 22 October, 2007 which was due for repayment on 23 October, 2012 or
alternatively,thesamewasrequiredtobeconvertedintoequitysharesoftheCompany.SincetheCompanyhadproposedtherestructuringofthe
FCCB to the Bond holders, it had applied to the Reserve Bank of India through Authorized Dealer for seeking approval for elongation of the
nd
maturity period of the FCCBs on 22 October, 2012 and accordingly the Reserve Bank of India granted the approval for elongation of maturity
rd th
period of the FCCB up to 23 April, 2013. The Company had applied to Reserve Bank of India vide its letter dated 18 April, 2013, seeking approval
th
for elongation of the maturity period of the FCCB by a period of twelve months . Reserve Bank of India vide its letter dated 15 January, 2014,
rd
extended the maturity till 23 April, 2014. Since the company was unable to obtain the approval of all the bondholders with the restructuring
proposal, the Company had again applied for seeking approval for elongation of the maturity period of the FCCB by a period of twelve months
nd
throughletterdated22 April,2014whichispendingfordisposalbytheReserveBankofIndia.
TheCompanyhadonvariousoccasionsrequestedtheTrusteesviz.Citibank,inwriting,toperformvariousdutiesunderofferingcircular.However,
the Trustee was negligent in performance of its duties under the said offering circular and did not comply with the requisition made by the
company which included circulating the proposal for restructuring to all the bondholders and calling for the meeting of all the bondholders to
discuss the same and also furnishing of details of all the bondholders and the details of the beneficial holders of the bonds. In the meantime,
disputes had arisen between the Company, Trustee and Bond holders and pursuant to which the Company had filed a suit for damages against
`
Period Ended 31.03.2014
Particulars
Year Ended 31.12.2012
US Dollars ` EquivalentEuroUS Dollars ` EquivalentEuro
(a) Amount receivable in Foreign Currency on account of following:
i. Sale of Goods 117.30 2.30 6,923.80 113.53 9.46 6,632.53
ii. Bank Balance - - - 0.76 0.00 42.11
(b) Amount Payable in Foreign Currency on account of following
i. Import of Goods and Services 0.15 - 9.34 0.13 - 6.90
ii. Loan and Interest Payable
Outstanding Foreign Currency Convertible Bond and 108.49 - 6,335.40 108.49 - 5,966.40
Premium Payable thereon
iii. Customer Advance 2.66 0.07 141.82 0.74 0.06 45.48
` in Million
TheabovepartiesarenottreatedasRelatedPartiesduetofollowingreasons:
1) TheCompanyoranyofitsKeyManagementPersonnel(“KMP”)donothaveanyrepresentationontheBoardofDirectors/Governing
Boardofanyoftheaforesaidenterprises
2) The Company or any of its KMP do not even remotely control the appointment and / or constitution of the Board of Directors /
GoverningBoardofanyoftheaforesaidenterprises
3) TheCompanydonothaveanydependenceinformationfromanyoftheaforesaidenterprises
4) TheCompanyhasnotemployedanyofitsrepresentativeorKMPasemployeeorKMPinanyoftheaforesaidenterprises
5) The Company or any of its KMP or employees are not involved in the day to day operations or in making policy Decisions of any of the
aforesaidenterprises
6) TheCompanyhasneverundertakenanymaterialtransactionswithanyoftheaforesaidenterprises
37. DisclosureonLeaseasperAccountingStandard19on“AccountingforLease":
The company has entered into operating lease agreement for office premises, Guest house, warehouse and vehicle renewable on periodic basis
andiscancelable.Therentalexpensesforoperatingleaseareamountingto`28.07Million(Previousyear` 21.77Million)havebeenrecognizedin
theP&Laccount.
38. DisclosureRegardingDerivativeInstrumentsandUnhedgedCurrencyExposure
st
There were no foreign exchange derivatives or forward contracts outstanding as on 31 March, 2014. The period end foreign currency exposures
thathavenotbeenhedgedbyaforwardcoverorderivativeinstrumentorotherwisearegivenbelow
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014
F. TheCompanyhold45%infollowingentities
TOO Rezlov Ltd. Kazakhstan 45%
ICS Rezlov MO SRL Moldova 45%
OOO Rezlov Ltd Kyrgyzstan 45%
CJSC Rezlov Russia 45%
SC Rezlov Ukraine 45%
Rezlov LLS Azerbaijan 45%
Company Country % of Equity Holding
66
ANNUAL REPORT 2014

71. Trustees for USD 150 Million and a suit for damages against one of the purported Bond holder for USD 250 Million at District Court, Indore
Madhya Pradesh. In consequence thereof, the Trustees had filed a winding up Petition against the Company which is pending for admission. The
companyhasdisputedtheamountclaimedbytheTrusteeonvariousgroundsandrespondedtothedemandsmadebytheTrusteeinthisbehalf.
The liability of the Company for payments towards principal and maturity premium of the FCCBs would depend upon the outcome of the
aforesaid suit filed by the Company and also on the outcome of the winding up petition that has been filed against the company. The winding up
petitionfiledagainsttheCompanyandthesuitsfiledbytheCompanyagainsttheTrusteeandtheBondholderarependingdisposal.Inspiteofthe
abovethefinancialstatementsarepreparedongoingconcernbasis.
41. CORPORATEDEBTRESTRUCTURING
th
The Lead Bank of the Company has proposed admission of the Company to Corporate Debt Restructuring (“CDR”) forum on 29 March, 2014 for
providing debt restructuring scheme. The proposed debt restructuring scheme is pending approval of CDR Empowered Group for admission to
theCDRforum.
42. INCOMETAX:(INCONTINGENTLIABILITIES)
(*) Relates to the demand raised by the Income Tax Department, Indore, for the assessment year 2005-06 to 2011-12, including penal interest
and penalties. The Company has preferred appeals before the Commissioner of Income Tax (Appeals), against the said demand. Appeals
preferredbytheCompanyarependingfordisposal.
43. CONTINGENT LIABILITIES NOT PROVIDED FOR
AS AT 31.03.2014 AS AT 31.12.2012Particulars
i Pending Bank Guarantee - 0.16
ii Corporate Guarantee against third party Loan 4,484.00 2,150.00
iii Pending Letter of Credit 4,401.11 111.70
iv Estimated amount of contract remaining unexecuted on capital account 26.63 -
v Interest on FCCB not provided for the overdue period 6,292.37 81.81
44. DEFERRED TAX ASSETS
AS AT 31.03.2014 AS AT 31.12.2012Period end Deferred tax Assets comprises
Deferred Tax Assets of Subsdiary Company (136.81) 257.54
Less Deferred Tax Liabilities of Parent Company (43.00) (168.00)
Deferred Tax Assets (net) (179.81) 89.54
` in Million
` in Million
For N. P. GANDHI & CO
Chartered Accountants
(Firm Reg No 116574W)
N.P. Gandhi
Proprietor
(M.No. 44294)
th
Mumbai, 28 May, 2014
Shashikant Patel
Chairman &
Managing Director
Chirag Patel
Whole-Time Director
and CEO
Khushboo Kothari
Company Secretary
For and on behalf of the Board of Directors of
Plethico Pharmceuticals Limited
Signature to notes 1 to 44
in terms of our report of even date.
67
st
Notes on Consolidated Financial Statements for the 15 Months Period ended 31 March, 2014

72. 68
ANNUAL REPORT 2014
NOTES

73. 69
CIN : L24232MP1991PLC006801
Name of the company : PLETHICO PHARMACEUTICALS LTD.
Registered office : A.B.Road, Manglia, Indore-453771
Name of member(s) :
Registered address :
Email Id :
Folio No/Cilent Id :
DP Id :
I/We,beingthemember(s)of__________________sharesoftheabovenamedCompany,herebyappoint:
1.________________of__________________havinge-mailid____________________orfailinghim/her
2.________________of__________________havinge-mailid____________________orfailinghim/her
3.________________of__________________havinge-mailid_____________________
st
asmy/ourproxytoattendandvote(onapoll)forme/usandonmy/ourbehalfatthe21 AnnualGeneralMeetingof
th
the Company, to be held on Friday, 26 day of December, 2014 at Registered Office of the Company situated at A.B.
Road, Manglia, Indore(M.P)-453771 at 10.00 a.m. and at any adjournment thereof in respect of such resolutions as
areindicatedbelow:
Affix
Revenue
Stamp
1. Adoption of Financial Statements, Directors and Auditors' Report for the 15 months period
st
ended31 March,2014.
2. Re-appointment of Mr. Shashikant Patel (DIN: 00199120) as a director of the Company, who
retiresbyrotation.
3. Re-appointmentofM/sN.P.Gandhi&Co.astheStatutoryAuditorsoftheCompany.
4. AppointmentofDr.G.NQazi(DIN:00707653)asanIndependentDirector.
5. AppointmentofCA.PramodShrivastava(DIN:01023565)asanIndependentDirector.
6. ApprovalofborrowingpowerpursuanttoSection180(1)(c)oftheCompaniesAct,2013.
7. To authorize the Board of Directors to create mortgage and/or charge on all or any of the
immovable and movable properties of the company u/s 180 (1) (a) of the Companies Act,
2013.
8. Re-appointment of Mr. Shashikant Patel as the Managing Director of the
st
Companyforatermofthreeyearsw.e.f.1 April,2014.
9. Re-appointment of Mr. Chirag Patel as the Whole-Time Director & CEO of
st
theCompanyforatermofthreeyearsw.e.f.1 April,2014.
(DIN: 00199120)
(DIN: 00199006)
Sr.
No.
RESOLUTIONS
OPTIONS
FOR AGAINST
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.
Signed this…… day of__________, 2014
Signature of Shareholder Signature of Proxy holder(s)
FORM OF PROXY

74. INSTRUCTIONS FOR E-VOTING
In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration)
Rules, 2014, Plethico Pharmaceuticals Limited ("the Company") is pleased to offer e-voting facility as an alternate to the physical voting to all the
shareholders of the Company. For this purpose, the Company has entered in to an agreement with National Securities Depository Limited (NSDL) for
facilitatinge-votingtoenabletheshareholderstocasttheirvoteselectronically.E-votingisoptionaltotheshareholders.
Theinstructionstoshareholdersfore-votingareasunder:
(a) IncaseofMembersreceivingane-mailfromNSDL:
(i) OpenthePDFfileattachedtothee-mail,usingyourClientID/FolioNo.aspassword.ThePDFfilecontainsyourUserIDandPasswordfore-
voting.PleasenotethatthePasswordprovidedinPDFisan'InitialPassword'.
(ii) LaunchinternetbrowserbytypingthefollowingURL:https://www.evoting.nsdl.com/
(iii) ClickonShareholder-Login
(iv) InsertUserIDandInitialPasswordasnoteditstep(i)aboveandclick'Login'.
(v) Passwordchangemenuwillappear.ChangethePasswordwithanewPasswordofyourchoice.Pleasekeepanoteofthenew Password.It
isstronglyrecommendednottoshareyourPasswordwithanypersonandtakeusmostcaretokeepitconfidential.
(vi) Homepageofe-votingwillopen.Clickone-voting-ActiveVotingcycles.
(vii) SelectEVENPlethicoPharmaceuticalsLimited.
(viii) Nowyouarereadyfore-votingas'CastVote'pageopens.
(ix) Castyourvotebyselectingappropriateoptionandclickon'Submit'.ClickonConfirmwhenprompted.
(x) Uponconfirmation,themessage'Votecastsuccessfully'willbedisplayed.
(xi) Onceyouhavevotedontheresolution,youwillnotbeallowedtomodifyyourvote.
(b) IncaseofShareholdersreceivingphysicalcopyoftheNoticeofAGMandAttendanceSlip:
(i) InitialPasswordisprovided,asfollows,atthebottomoftheAttendanceSlip.
(ii) PleasefollowallstepsfromSr.No.(ii)toSr.No.(xi)above,tocastvote.
(iii) Incase of any queries, please refer to the Frequently Asked Questions (FAQs) for members and the e-voting user manual for members
availableinthe'Downloads'sectionofhttp://www.evoting.nsdl.com.YoucanalsocontactNSDLviae-mailatevoting@nsdl.co.in
GENERALINSTRUCTIONS:
(i) IfyouarealreadyregisteredwithNSDLfore-votingtheanyonecanuseyourexistingUserIDandPasswordforcastingvote.
th
(ii) ThevotingrightsofMembersshallbeinproportiontothesharesofthepaid-up equitysharecapitaloftheCompanyason28 November,
2014.
th
(iii) The facility of e-voting shall commence from beginning of working hours (9:00 a.m.) on 20 December, 2014 and shall remain open up to
nd
thecloseofworkinghours(06:00p.m.)on22 December,2014.Shareholderswillnotbeabletocasttheirvotesafterthecloseofworking
nd
hours(06.00p.m.)on22 December,2014.
(iv) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant
Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are
authorizedtovote,totheScrutinizerthroughe-mail:cgnassociate@gmail.comwithacopymarkedtoevoting@nsdl.co.in
(v) Mr.AnuragGeete,PracticingCompanySecretaries,IndorehasbeenappointedastheScrutinizertoscrutinizethee-votingprocessinafair
andtransparentmanner.
(vi) The Scrutinizer shall, with in a period of not exceeding three working days from the conclusion of the e-voting period, unlock the votes in
the presence of atleast two witnesses, not in the employment of the Company and make a Scrutinizer's Report of the vote cast in favour
of,oragainst,ifany,forthewithtotheChairmanoftheCompany.
(vii) The results declared a long with the Scrutinizer's Report shall be placed on the Company's website www.plethico.com with in two days of
passing of the Resolutions at the AGM of the Company and communicated to the Stock Exchanges where the shares of the Company are
listed.
Electronic Voting Event Number (EVEN) UserID Password/PIN
70
ANNUAL REPORT 2014

76. REGISTERED OFFICE :
CORPORATE OFFICE :
Sabnam House, Plot No. A-15/16, Central Cross Road-B, MIDC, Andheri (East), Mumbai-400 093 (India)
Tel.: +91 22 42359356/42359366 Fax :+91 22 42359333 E-mail : corporate@plethico.com,
Website:-www.plethico.com
A.B.Road, Manglia-453 771 Indore (M.P.) India
Tel.: +91 731 2806271/2806275 Fax : +91 731 2806271 E-mail : pledge@plethico.com
If undelivered please return to - Plethico Pharmaceuticals Limited, A.B.Road, Manglia-453 771, Indore (M.P.)
ANILADVT.&MKTG.ASSO.#0731-4037492