032016

CORPORATE INFORMATION
Chairman & Managing Director Auditors

Mr. Sushil Suri M/s. M. Kamal Mahajan And Co.,
Chartered Accountants
Whole-time Director Cost Auditor

Dr. Arun Kumar Sinha M/s. Vijender Sharma & Co.,
Cost Accountants
Independent Directors Secretarial Auditor

Mr. Manoj Joshi Mr. Praveen Dua
Mr. Bhupender Raj Wadhwa M/s. PD and Associates,
Mr. Sukhcharan Singh Company Secretaries
Director Registrar & Share Transfer Agent

Ms. Archana S. Bhargava MAS Services Ltd.
T-34, 2nd Floor, Okhla Industrial Area,
Phase - II, New Delhi - 110 020
Chief Financial Officer Company Secretary

Mr. Ajay Sharma Mr. Thomas P. Joshua
Registered Office Corporate Office

Morepen Village, Nalagarh Road, 409, 4th floor, Antriksh Bhawan,
Near Baddi, Distt. Solan, 22, Kasturba Gandhi Marg,
Himachal Pradesh - 173 205 New Delhi - 110 001
Contents
Directors' Report 1
Annexures to the Director's Report (Including Corporate Governance Report) 9
Independent Auditors' Report 47
Balance Sheet 53
Statement of Profit and Loss 54
Cash Flow Statement 55
Significant Accounting Policies 56
Notes on Financial Statements 58
Independent Auditors' Report on Consolidated Financial Statements 72
Consolidated Balance Sheet 75
Consolidated Statement of Profit and Loss 76
Consolidated Cash Flow Statement 77
Significant Accounting Policies 78
Notes on Consolidated Financial Statements 80
Notice 91
Route Map of AGM Venue 99
Proxy Form 100
DIRECTORS' REPORT
Dear Shareholders,
Your Directors take pleasure in presenting the 31st Annual Report on business, operations and achievements of the Company
together with the Audited financial statements for the financial year ended March 31, 2016.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars 2015-16 2014-15
Total Revenue 45,363.54 37,162.40
Operating Surplus 6,537.57 4,794.72
Finance cost 1,041.29 863.30
Cash Surplus 5,496.28 3,931.42
Non-Cash Items:
Depreciation & Amortisation 3,492.18 3,859.49
Profit/(Loss) before Extra-ordinary items and Tax 2,004.10 71.93
Extra ordinary items Income/(Expense) (Net) (440.00) -
Profit/(Loss) Before Tax 1,564.10 71.93
Tax Expense:
- Current Tax (MAT) (337.68) (13.70)
- MAT Credit Entitlement 337.68 -
- Earlier Years 13.70 -
Profit/(Loss) After Tax 1,577.80 58.23
REVIEW OF PERFORMANCE Current year's operating surplus of Rs. 6,537.57 Lacs is up by

With current year revenues of Rs. 45,363.54 Lacs, your 36% against previous year's surplus of Rs. 4,794.72 Lacs.
Company has registered revenue growth of 22% over last The interest charge for the year under review includes a sum
year revenues of Rs. 37,162.40 Lacs. The growth in of Rs. 368.27 Lacs, being interest on the portion of the debt
operating revenues has been fairly impressive with current due to restructuring lenders, which did not involve any
year operating revenues touching Rs. 45,246.30 Lacs against interest payout till last financial year. In view of above
preceding year revenues of Rs. 37,026.23 Lacs. The current year's interest cost has moved up by 21%.
Company expects to maintain its growth trajectory in the
coming years. During the year, cash surplus has been at Rs. 5,496.28 Lacs,
up by 40%, over preceding year's cash surplus of Rs.
Expansion of export and domestic markets on the strength of 3,931.42 Lacs.
quality product delivery, optimum utilization of production
capacities and competitive product offerings backed by DIVIDEND
improved productivity and efficient cost management have For the year under review, the Directors do not recommend
helped the Company to maintain price margins on its any dividend due to absence of distributable surplus.
product portfolios. RESERVES
Growth in Active Pharmaceutical Ingredients (API) business An amount of Rs. 1,577.80 Lacs is proposed to be carried
has been robust at 28% followed closely by Home forward in the Profit & Loss Account. During the year under
Diagnostics business at 23% and Branded Formulation review, no amount was transferred to the General Reserve.
business at 25%. Product Contract Manufacturing and Brand
Sharing business has registered a modest growth of 8% DEPOSITS
during the year. The Company has not accepted any deposits within the
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meaning of Section 73 of the Companies Act, 2013 read with Stock Exchanges as on March 31, 2016:
the Companies (Acceptance of Deposits) Rules, 2014. 1. National Stock Exchange of India Limited (NSE)
FINANCES 2. Bombay Stock Exchange (BSE)
With its focus on profitable growth, the management is Annual listing fee for the financial year 2016-17 has been
putting its best efforts to expand the business horizons of the paid to both the Stock Exchanges. The Equity shares continue
Company, while maintaining a close watch on profit to be listed on both NSE and BSE.
margins.
BUSINESS PERFORMANCE
The debt servicing, as per the terms approved by its lender
banks and financial institutions, is continuing. The Company Current year sales revenues of Rs. 43,669.20 Lacs have
is taking requisite steps to service its debt obligations in time. registered a revenue growth of 23% over preceding year
Unavailability of any institutional working support is not sales revenues of Rs. 35,459.13 Lacs. The above growth in
able to make much dent into profitable business growth of sales revenues could be made possible by handsome growth
the Company. The working capital gap is funded by surplus across all business segments; Active Pharmaceutical
generated out of its operations. Ingredients (API) business at 28%, Home Diagnostics
business at 23% and Branded Formulation business at 25%.
In view of accumulated losses, the provisions of Companies Product Contract Manufacturing and Brand Sharing business
Act, 2013 have placed restrictions on the Company, for the registered a growth of 8% during the year.
redemption of Preference Shares issued to lenders under
Corporate Debt Restructuring (CDR) Scheme. During the Increased sales revenues, while maintaining the price
year, the Company has not been able to redeem and/or margins combined with strict cost control has helped the
convert these Preference Shares, although these are due for Company to record better operating performance during the
redemption and/or conversion since last financial year. To year. The growth in expense is moderate vis-à-vis growth in
resolve aforesaid issue of redemption/conversion of sales revenues during the current year.
Preference Shares, the Company proposes to approach such Current year operating surplus has improved to Rs. 6,537.57
preference shareholders to seek their consent either for the Lacs, against Rs. 4,794.72 Lacs in the preceding year. It has
(i) extension of conversion period so that the Preference registered a growth of 36% over the last financial year. After
Shares belonging to these shareholders can be converted servicing the finance cost of Rs. 1,041.29 Lacs, current year
into Equity Shares, however subject to statutory approvals net cash surplus is Rs. 5,496.28 Lacs, against Rs. 3,931.42
including approval from the Stock Exchanges or (ii) issuance Lacs generated in the previous year, recording a growth of
of further redeemable Preference Shares in lieu of existing around 40%.
Preference Shares subject to approval of the National The Company is putting up all its energies and resources to
Company Law Tribunal (NCLT), as provided under the significantly improve both its operating as well financial
provisions of Section 55 (3) of the Companies Act, 2013. performance across all business segments.
The Company was not in a position to pay dividends to the Division wise business performance is detailed hereunder:
preference shareholders, on account of the statutory
restrictions placed by the Companies Act, 2013. Hence, the Active Pharmaceutical Ingredients (API)
preference shareholders are entitled to vote on all matters at API revenues for the current year have registered a growth of
the Annual General Meeting and their voting rights shall be 28% over the last year revenues of Rs. 21,606.05 Lacs.
in proportion to their share in paid up capital of the Increased coverage of export markets with the help of better
Company. product range has helped the API business to register an
SHARE CAPITAL astounding growth of 32% in the export markets during the
current year. Domestic API business has also recorded a
The total paid up share capital of the Company as on March handsome growth of 17% during the current year. During
31, 2016, Rs. 20,961.06 Lacs comprises of Equity Share the year, Atorvastatin and Montelukast business has
Capital of Rs. 8,995.86 Lacs and Preference Share Capital of recorded growth of 31% and 32% respectively. Loratadine,
Rs. 11,965.20 Lacs. During the year under review, there was Fexofenadine and Rosuvastatin revenues are up by 15% -
no change in the paid-up share capital of the Company. 19%, whereas Sitagliptin has scored revenue growth of 6
The Equity Shares issued by Company are listed at following times over the last year.
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The contribution of API to the total business of the Company 1. Dr. Morepen Ltd.
has always been substantial. During the year, API business 2. Total Care Ltd. (Subsidiary of Dr. Morepen Ltd.)
makes up over 63% of overall business of the Company
against 60% in the last year. 3. Morepen Inc., USA
The consistent quality of the products offered and addition of The Company has liquidated its stake in Morepen Max Inc.,
new products by the Company has led to acquisition of new USA during the year.
customers apart from generating additional demand from the Dr. Morepen Limited
existing customers. Montelukast and Atorvastatin have The wholly owned subsidiary Company Dr. Morepen
attained highest ever sales revenue of Rs. 7,401.51 Lacs & Limited has been successful in creating umbrella brand for
Rs. 5,558.01 Lacs respectively during the year. various OTC products. Keeping in view its strong brand
'Loratadine' US business has recorded 30% higher revenues lineage, newer OTC products are being added to its products
of Rs. 4,676.78 Lacs as compared to the previous year portfolio. On account of lower material liquidation at end
revenues of Rs. 3,611.29 Lacs. However, non-US sales and customer level, fresh material could not be directed at
intermediates' sales has registered a nominal growth of 4%. various sales channels. It resulted into lower current year
New products like Sitagliptin Phosphate, Rosuvastatin revenue of Rs. 3,390.23 Lacs, against previous year revenues
Calcium and Olmesartan continue to grow at an impressive of Rs. 3,448.16 Lacs.
speed, with this basket, recording a growth of 77% over the The Brand Sharing business with annual revenue of Rs.
previous year. Current year revenue of aforesaid product 1,572.61 Lacs has registered a handsome growth of 32%
basket has been at Rs. 3,370.12 Lacs against Rs. 1,905.87 during the year. Branded OTC business on account of lower
Lacs in the last year. material liquidation saw a drop of 34% in its annual
Home Diagnostics revenues. The Company expects that it will be able to
improve its performance in the next year. The Brand Sharing
Sales Revenues of Home Diagnostics business for the current business is also forecasted to bring in additional revenues in
year are at Rs. 6,311.77 Lacs against Rs. 5,131.16 Lacs in the the coming years. Around 200 Stock Keeping Units (SKUs)
previous year, registering a growth of 23% in its revenues. under few major product categories, comprising, Cough &
Blood Glucose Monitors, the mainstay of the home Cold Relief, General Wellbeing, Vitamins & Minerals, Skin,
diagnostics business, with annual sales revenues of Rs. Hair & Oral Care, are catering to wide range of customers for
3,337.94 Lacs, has maintained its growth trajectory by their OTC Product requirements. Top four product
recording growth of 41% in its annual revenues against a categories under Brand Sharing arrangement contribute
growth of 37% recorded during the last financial year. Blood 75% of total Brand Sharing business. These categories have
Pressure Monitors with sales revenue of Rs. 960.74 Lacs has registered growth ranging from 47% to 227%.
recorded a revenue growth of 20% during the year.
Company is trying its best to grow by focusing on current
The Company expects a healthy growth in the coming years business of OTC & Brand Sharing as well as by entering into
in view of growing needs of delivering good health at home, different product lines.
at affordable prices.
To take care of ever increasing grooming needs of the
Finished Formulations younger population, the Company has launched a new
Finished Formulation business has registered a growth of business under the name 'Grooming', during the year under
15% during the year with branded formulation revenues review. Current year sales of grooming products have been
contributing Rs. 2,409.08 Lacs to the total formulation good at Rs. 274.91 Lacs. The Company expects greater pull
business of Rs. 9,711.76 Lacs. Product Contract in the coming years.
Manufacturing and Brand Sharing business with current year Further, an innovative and the state of the art business named
annual revenues of Rs. 7,302.68 Lacs grew by 8% over as, 'NOW (Nation on Wellness)', has been recently
preceding year revenues of Rs. 6,790.23 Lacs. launched by the Company under its brand name 'Dr.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES Morepen'. It provides a customized guide to wellness for
The Company has three subsidiaries as on March 31, 2016 individuals, bringing together Nutrition and 'External
namely: Counter Pulsation (ECP)' Therapy, amongst others, to
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improve cardiovascular fitness & overall health. One such on the Board and to hold office upto the conclusion of the
Wellness Centre has been opened in Delhi. It has generated ensuing Annual General Meeting.
revenue of Rs. 49.47 Lacs during the year. The management Mr. Sushil Suri, Chairman & Managing Director of the
is planning to open new centers in the coming years Company, was re-appointed by the members, in the
depending upon the response. previous Annual General Meeting (AGM) held on
Total Care Limited September 18, 2015, for another term of 3 years w.e.f.
The Company is dealing in OTC & Health Care products. October 20, 2015 pursuant to the provisions of Section 196,
The scale of Company's operations was marginal during the 197, 203, Schedule V and other applicable provisions of the
year with the total revenues of Rs. 68.04 Lacs and nominal Companies Act, 2013 and read with Companies
loss of Rs. 1.33 Lacs. (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended or re-enacted from time to time.
Morepen Inc.
The members also approved the re-appointment of Dr. A.K.
This Company is our marketing and distribution interface in Sinha, Whole-Time Director of the Company, who was
USA for various OTC & other products. The current year liable to retire by rotation pursuant to Section 152 and other
revenue was at Rs. 52.20 Lacs ($78,999) as against Rs. 43.07 applicable provisions of the Companies Act, 2013 and read
Lacs ($72,574) in the previous year. Current year loss is Rs. with Companies (Appointment and Remuneration of
8.69 Lacs, against loss of Rs. 38.24 Lacs in the last year. Managerial Personnel) Rules, 2014, as amended or
Morepen Max Inc. had been lying in dormant state for last re-enacted from time to time.
few years. In view there of, the Company has liquidated its Your Directors extended a warm welcome to Ms. Archana S.
stake during the year. Bhargava for being a part of and adding women power to the
CONSOLIDATED FINANCIAL STATEMENTS Board of Directors of the Company. Directors also
The Consolidated Financial Statements of the Company acknowledge the efforts of Mr. Sushil Suri, Chairman &
pursuant to Section 129 (3) of the Companies Act, 2013, Managing Director and Dr. A.K. Sinha, Whole-Time
prepared in accordance with the principles and procedures Director, in the growth of the Company and welcome their
required for the preparation and presentation of re-appointment on the Board.
consolidated financial statements as laid down under the Sub Section 6 of Section 152 of the Companies Act, 2013
Accounting Standard (AS) 21, “Consolidated Financial lays down the provisions for retirement of directors by
Statements”, forms part of Annual Report for the year under rotation. Accordingly, your Directors recommend the
review. re-appointment of Mr. Sushil Suri, Chairman & Managing
A Statement containing the salient features of the financial Director of the Company, who is liable to retire by rotation
statements of Company's Subsidiaries, pursuant to Section pursuant to the provisions of Section 152 and other
129 of the Companies Act, 2013 read with the Rule 5 of the applicable provisions of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 is annexed to this report Companies (Appointment and Qualification of Directors)
as ANNEXURE 'A' in the prescribed form AOC -1. Rules, 2014, as amended or re-enacted from time to time,
has given his consent and being eligible has offered himself
DIRECTORS & KEY MANAGERIAL PERSONNEL for re-appointment, in the ensuing Annual General Meeting.
Changes in Directors & Key Managerial Personnel Your Directors also recommend the appointment of Ms.
The Company has appointed Ms. Archana S. Bhargava (DIN: Archana S. Bhargava (DIN: 02505308) who has given her
02505308) as a Non-Executive Director (Additional consent and being eligible has offered herself for
Director), pursuant to provisions of Section 149, 152, 161 appointment, as a Non-Executive Director (Woman
and other applicable provisions, if any, of the Companies Director) pursuant to the provisions of Section 149, 152 and
Act, 2013 read with the Companies (Appointment and other applicable provisions, if any, of the Companies Act,
Qualification of Directors) Rules, 2014 and Regulation 17 of 2013 read with the Companies (Appointment and
SEBI (Listing Obligations and Disclosure Requirements) Qualification of Directors) Rules, 2014 and Regulation 17 of
Regulations, 2015, as amended or re-enacted from time to SEBI (Listing Obligations and Disclosure Requirements)
time, to fulfill the requirement of having a Woman Director Regulations, 2015, as amended or re-enacted from time to
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time, in the ensuing Annual General Meeting. b) they have selected such accounting policies and applied
Declaration by Independent Director(s) and them consistently and made judgments and estimates
re-appointment that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end
The Company has received necessary declaration from each of the financial year and of the profit and loss of the
Independent Director as per the provisions of Section 149(7) Company for that period;
of Companies Act, 2013 that he/she meets the criteria of
independence laid down in Section 149(6). c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
Evaluation of Board, Committees and Directors accordance with the provisions of the Companies Act,
Pursuant to the provisions of the Companies Act, 2013 and 2013 for safeguarding the assets of the Company and for
Regulation 17 of SEBI (Listing Obligations and Disclosure prevention and detecting of fraud and other
Requirements) Regulations, 2015, the Board has carried out irregularities;
its own performance evaluation, that of the Committees and d) the annual accounts have been prepared on a going
the individual performance of its Directors. The manner in concern basis;
which the evaluation has been carried out has been detailed
in the Corporate Governance Report. e) they had laid down internal financial controls to be
followed by the Company and that such internal
Familiarization Programme for Independent Directors financial controls are adequate and were operating
The details pertaining to Familiarization Programme for effectively; and
Independent Directors has been incorporated in Corporate f) they had devised proper systems to ensure compliance
Governance Report. with the provisions of all applicable laws and that such
Meetings of Board of Directors systems were adequate and operating effectively.
The Board of Directors met 4 times, during the year under MANAGERIAL REMUNERATION AND OTHER
review, to transact the business of the Company, the details DISCLOSURES
of which are given in Corporate Governance Report. Disclosure pursuant to Section 197 of the Companies Act,
Independent Directors Meeting 2013 read with Rule 5 of the Companies (Appointment and
During the year under review, a separate meeting of the Remuneration of Managerial Personnel) Rules, 2014:
Independent Directors of the Company was held on a) Ratio of the remuneration of each Director to the median
February 08, 2016, without the presence of Non- employee's remuneration and other details pursuant to
Independent Directors and members of the Management. Section 197 (12) of the Companies Act, 2013 read with
The Independent Directors reviewed the performance of Rule 5(1) of the Companies (Appointment and
Non-Independent Directors and the Board as a whole, Remuneration of Managerial Personnel) Rules, 2014.
performance of Chairperson of the Company and assessed The aforesaid disclosure is annexed and forms part of
the quality, quantity and timelines of flow of information this report as ANNEXURE 'B'.
between the Company management and the Board. All the b) Detail of every employee of the Company as required
Independent Directors of the Company were present in the pursuant to Rule 5(2) of the Companies (Appointment
meeting. and Remuneration of Managerial Personnel) Rules,
DIRECTORS' RESPONSIBILITY STATEMENT 2014. The aforesaid disclosure is annexed and forms
To the best of their knowledge and belief and according to part of this report as ANNEXURE 'C'.
the information and explanations obtained by them, your c) No Director of the Company, including its Managing
Directors make the following statements in terms of Section Director or Whole-Time Director, is in receipt of any
134 (3) (c) of the Companies Act, 2013: commission from the Company or its Subsidiary
a) in the preparation of annual accounts, the applicable Company.
accounting standards have been followed, along with AUDIT COMMITTEE
proper explanation relating to material departures, Your Company has an Audit Committee in compliance of the
wherever applicable; provisions of Section 177 of the Companies Act, 2013 and
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Regulation 18 of SEBI (Listing Obligations and Disclosure removal and evaluation of performance of the Directors, Key
Requirements) Regulations, 2015. The complete details with Managerial Personnel, Senior Management and other
respect to Audit Committee as required to be given under the employees.
Companies Act, 2013 and Regulation 18 of SEBI (Listing The detailed policy formulated by Nomination and
Obligations and Disclosure Requirements) Regulations, Remuneration Committee is annexed and forms part of this
2015 is given in the Corporate Governance Report. report as ANNEXURE 'D'.
WHISTLE BLOWER POLICY /VIGIL MECHANISM STATUTORY AUDITORS
The Company has established a Whistle Blower Policy/Vigil M/s. M. Kamal Mahajan and Co., the Statutory Auditors of
Mechanism through which its Directors, Employees and the Company, appointed by shareholders pursuant to
Stakeholders can report their genuine concern about Section 139 of the Companies Act, 2013, in 29th Annual
unethical behaviors, actual or suspected fraud or violation of General Meeting to hold office till conclusion of the ensuing
the Company's Code of Conduct or Ethics Policy. The said Annual General Meeting, have given their consent and
policy provides for adequate safeguard against victimization confirmed their eligibility under Section 141(3) of the
and also direct access to the higher level of superiors Companies Act, 2013 to be re-appointed as the Auditors of
including Chairman of the Audit Committee in exceptional the Company, in the ensuing Annual General Meeting of the
cases. The same is reviewed by the Audit Committee from Company.
time to time.
EXPLANATION TO AUDITORS' REPORT
RISK MANAGEMENT
The Auditors vide Para's (vii) (a) & (viii) of the Annexure-A to
The Company has in place a mechanism to inform the Board the Auditors' Report have commented on delay in deposit of
about the risk assessment and minimisation procedures and ESI, VAT, Income Tax (TDS) & Advance Tax dues and delay
periodical review to ensure that management controls risk in payment of dues to the lenders. The Company has
through means of a properly defined framework. however, deposited all the dues in respect of ESI, PF and
The Company has formulated and adopted Risk Income Tax (TDS) for the year under review. The Company is
Management Policy to prescribe risk assessment, taking requisite steps for the deposit of Advance Tax and
management, reporting and disclosure requirements of the payment of loan and interest dues to the lenders.
Company. SECRETARIAL AUDIT
NOMINATION AND REMUNERATION COMMITTEE Pursuant to the provisions of Section 204 of the Companies
Your Company has a Nomination and Remuneration Act, 2013 read with Companies (Appointment and
Committee in compliance to the provisions of Section 178 of Remuneration of Managerial Personnel) Rules, 2014, Mr.
the Companies Act, 2013 and Regulation 18 of SEBI (Listing Praveen Dua, Company Secretary, Proprietor of M/s. PD
Obligations and Disclosure Requirements) Regulations, And Associates, Company Secretaries, was appointed by
2015. The complete details with respect to Nomination and Board of Directors of the Company as Secretarial Auditors of
Remuneration Committee as required to be given under the the Company for the financial year 2015-16. The Secretarial
Companies Act, 2013 and Regulation 18 of SEBI (Listing Audit Report given by Secretarial Auditors is annexed and
Obligations and Disclosure Requirements) Regulations, forms part of this report as ANNEXURE 'E'.
2015 is given in the 'Corporate Governance Report'. EXPLANATION TO SECRETARIAL AUDIT REPORT
The Company has adopted a Nomination and Remuneration The Secretarial Auditor has observed that the Company has
Policy for Directors, Key Managerial Personnel (KMP) and not redeemed the Preference Shares due for redemption.
other employees of the Company as formulated by The reason for not redeeming the Preference Shares have
Nomination and Remuneration Committee, pursuant to been suitably explained in Note No. 2(C) to the Financial
provisions of Section 178 of the Companies Act, 2013 and Statements for the year ended March 31, 2016.
Para A of Part D of Schedule II of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, which COST AUDIT
shall act as a guideline for determining, inter-alia, Pursuant to Section 148 of the Companies Act, 2013, read
qualifications, positive attributes and independence of a with the Companies (Cost Records and Audit) Amendment
Director, matters relating to the remuneration, appointment, Rules, 2014, the Cost Accounting Records maintained by the
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Company in respect of its Bulk Drugs and Formulations Complaints Committee (ICC) has been set up to redress
activity are required to be audited by Cost Auditors. The complaints received regarding sexual harassment. The
Board of Directors of the Company has, on the policy has set guidelines on the redressal and enquiry
recommendation of the Audit Committee, appointed M/s. process that is to be followed by complainants and the ICC,
Vijender Sharma & Co., Cost Accountants, as the Cost while dealing with issues related to sexual harassment at the
Auditor of the Company for the financial year ended March work place. All women employees whether permanent,
31, 2017, at a remuneration of Rs. 3 Lacs, subject to the temporary, contractual and trainees are covered under this
ratification of their remuneration by the shareholders in the policy. The Company has not received any complaint during
ensuing Annual General Meeting. the year.
INTERNAL FINANCIAL CONTROLS LEGAL & CORPORATE MATTERS
The Company has an Internal Control System, During the financial year ending March 31, 2010, the
commensurate with the size, scale and complexity of its Company had allotted 9,24,90,413 Equity Shares to the
operations. The internal financial controls are adequate and fixed deposit holders towards settlement of their dues under
are operating effectively so as to ensure orderly and efficient the Scheme of Arrangement or Compromise under Section
conduct of business operations. The Company's internal 391 of the Companies Act, 1956, approved by the Hon'ble
financial control procedures ensure that Company's Shimla High Court vide its order dated August 4, 2009. The
financial statements are reliable and prepared in accordance Central Government preferred an appeal, against the
with the applicable laws. aforesaid order, before the Hon'ble Division Bench of
To maintain its objectivity and independence, the Internal Shimla High Court which permitted the implementation of
Audit Team reports to the Chairman of the Audit Committee the Scheme, subject to the final decision in the main appeal,
of the Board. Based on the internal audit report, process vide its interim order dated August 27, 2009 and
owners undertake corrective action in their respective areas accordingly, the entire scheme was implemented in
and thereby strengthening the controls. Significant audit February, 2010. The Division Bench vide its order dated
observations and corrective actions thereon are presented to September 14, 2010 remanded the case to the learned Single
the Audit Committee of the Board. Team engaged in internal Judge to decide the Petition afresh, after hearing all the
audit carries out extensive audits throughout the year across parties and considering the representation of the Central
all functional areas, and submits its reports from time to time Government. The Company filed an appeal against the
to the Audit Committee of the Board of Directors. aforesaid order of the Division Bench with the Hon'ble
Supreme Court of India which remitted the matter to the
CORPORATE SOCIAL RESPONSIBILITY learned Single Judge of Hon'ble high Court of Shimla with
The provisions related to Corporate Social Responsibility the request to decide the matter as expeditiously as possible.
(CSR) as provided in Section 135 of the Companies Act, The matter is pending before the Single Judge for final
2013 were not applicable to the Company during the year adjudication.
under review. The Corporate Social Responsibility (CSR) The Equity Shares preferentially issued to Banks & Financial
Committee of the Company was constituted by the Board on Institutions, excluding those issued to two allottees, wherein
May 10, 2016 consequent to qualifying with the criteria certain observations were made by the Stock Exchanges, and
specified in Section 135 (1) of the Companies Act, 2013 in Foreign Investor in 2007, as per the terms of Debt
the financial year 2016-17. The complete details are given in Restructuring Scheme approved by the CDR cell have been
the Corporate Governance Report. listed on NSE & BSE, and are freely tradable on both the
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF Stock Exchanges. In respect of preferential allotment made to
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION promoters of the Company, in-principle approval has been
AND REDRESSAL) ACT, 2013 granted by one of the Stock Exchanges while the approval
The Company has in place a policy on Prevention, from the other Stock Exchange is expected soon. Another
Prohibition and Redressal of Sexual Harassment of Women allotment made to a lender, in 2008, pursuant to the CDR
at Workplace pursuant to the requirements of The Sexual Scheme, is under consideration of the Stock Exchanges.
Harassment of Women at Workplace (Prevention, The cases filed against the Company on the basis of
Prohibition and Redressal) Act, 2013. An Internal investigation carried under Section 235 of the Companies
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Act, 1956 and the consequential cases filed by the Registrar SEBI (Listing Obligations and Disclosure Requirements)
of Companies against the Company and its Directors are Regulations, 2015 is given in the Corporate Governance
being defended by the Company. Report.
The Company's appeal with the Hon'ble Supreme Court MANAGEMENT DISCUSSION AND ANALYSIS REPORT
against the appointment of special Directors on the board of A detailed review of the operations and performance of the
the Company under Section 408 of Companies Act, 1956 is Company is set out in the Management Discussion and
pending for final disposal. Analysis Report pursuant to Part B of Schedule V of SEBI
EXTRACT OF ANNUAL RETURN (Listing Obligations and Disclosure Requirements)
The detailed extract of Annual Report in Form MGT-9 as Regulations, 2015 which forms part of the Annual Report for
required under Section 134(3)(a) of the Companies Act, the year under review as ANNEXURE 'H'.
2013 is annexed and forms part of this report as HUMAN RESOURCES
ANNEXURE 'F'. A detailed review of Human Resources of the Company is set
CONSERVATION OF ENERGY, TECHNOLOGY out in the Management Discussion and Analysis Report.
ABSORPTION AND FOREIGN EXCHANGE EARNINGS CORPORATE GOVERNANCE
AND OUTGO
A Report on Corporate Governance along with a certificate
The information relating to Conservation of Energy, from the Practicing Company Secretary regarding
Technology Absorption and Foreign Exchange Earnings and compliance with conditions of Corporate Governance as
outgo, as required under Section 134(3)(m) of the stipulated in Part E of Schedule V of SEBI (Listing Obligations
Companies Act, 2013 read with the Companies (Accounts) and Disclosure Requirements) Regulations, 2015 forms part
Rules, 2014 is annexed and forms part of this report as of this report and is annexed as ANNEXURE 'I'.
ANNEXURE 'G'.
ACKNOWLEDGMENTS
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS Your Directors also take this opportunity to place on record
their sincere appreciation to the Customers, Suppliers,
Details of Loans, Guarantees and Investments covered under Collaborators, Company's GMP consultants, Directors,
the provisions of Section 186 of the Companies Act, 2013 Auditors, Bankers, Financial Institutions, Medical & Legal
are given in the notes to the Financial Statements. Professionals, Drug Control Authorities, Government
PARTICULARS OF CONTRACTS OR ARRANGEMENTS Agencies, Business Associates, Employees and Shareholders
WITH RELATED PARTIES for their continued patronage and trust in the Company and
All the related party transactions that were entered into its Management.
during the financial year were on arm's length basis and Your Directors look forward to your continued support in
were in the ordinary course of business. There were no our efforts to grow together and enhance health through
materially significant related party transactions, including quality products.
certain arm's length transactions, during the year under For and on behalf of Board of Directors
review hence, the disclosure in Form AOC 2 is not required.
The complete details with respect to contracts or
arrangements with related parties as required to be given Sushil Suri
under the Companies Act, 2013 and Part C of Schedule V of Place: New Delhi (Chairman & Managing Director)
Date: August 09, 2016 DIN: 00012028
8
ANNEXURE 'A'
FORM AOC - 1 : STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF
SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES
(Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
(Rs. in Lacs)
Name of the Subsidiary Company Dr. Morepen Limited Total Care Limited Morepen Inc.
Reporting period for the subsidiary concerned, if different 01.04.2015 to 31.03.2016 01.04.2015 to 31.03.2016 01.04.2015 to 31.03.2016
from the holding Company's reporting period
Reporting currency and exchange rate as on the last date of – – US$/Rs. 62.27
the relevant financial year in the case of foreign subsidiaries (As on 31.03.2016)
Share Capital 4,067.95 933.39 22.23
(4,06,79,500 Equity Shares (9,33,390 Equity Shares (9,400 Fully paid shares
of Rs. 10/- each) of Rs. 100/- each) of US$1 each)
Reserves & Surplus (688.05) (2,191.85) 82.39
Total Assets 10,312.72 10.31 167.22
Total Liabilities 10,312.72 10.31 167.22
9
Investments 1,171.00 – –
Turnover 3,390.23 65.14 52.20
Profit/(Loss) before taxation (287.87) (1.33) (8.46)
Provision for taxation – – 0.23
Profit after taxation (287.87) (1.33) (8.69)
Proposed Dividend – – –
Percentage of Shareholding 100% 95% 100%
Notes:
• Morepen Max Inc., USA has ceased to be subsidiary of the Company, during the year, on account of divestment by the Company.
For and on behalf of Board of Directors
SushilSuri
Place: New Delhi (Chairman & Managing Director)
Date: August 09, 2016 DIN: 00012028
ANNEXURE 'B'
DETAILS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH
RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
Remuneration paid to Directors & Key Managerial Personnel (KMP):
Name of the Title Remuneration Remuneration % increase of Excl. MP Incl. MP

Director/KMP in F.Y. 2015-16 in F.Y. 2014-15 Remuneration Ratio of Ratio of
(Rs. in Lacs) (Rs. in Lacs) in 2015-16 Remuneration Remuneration
as compared to MRE to MRE and MP
to 2014-15
Mr. Sushil Suri Chairman & 57.40 53.68 6.93 20.45 20.41
Managing Director
Dr. A. K. Sinha Whole-Time 26.39 26.10 1.11 9.40 9.38
Director
Mr. B. R. Wadhwa* Independent 0.60 0.85 (29.41) 0.21 0.21
Director
Mr. Sukhcharan Independent 0.80 0.85 (5.88) 0.29 0.28
Singh* Director
Mr. Manoj Joshi* Independent 0.80 0.55 45.45 0.29 0.28
Director
Ms. Archana S. Director 0.10 – – 0.04 0.04
Bhargava*
Mr. Ajay Kumar Chief Financial 58.15 41.32 40.74 20.72 20.67
Sharma Officer
Mr. Thomas Company 13.04 8.40 55.27 4.65 4.64
P. Joshua Secretary
* These Directors of the Company are only paid sitting fee.
The Median Remuneration of Employees (MRE) excluding Managerial Personnel (MP) was Rs. 2,80,673/- and Rs. 2,60,702/- in F.Y.
2015-16 and F.Y. 2014-15 respectively. The increase in MRE (excluding MP) in F.Y. 2015-16, as compared to F.Y. 2014-15 is 7.66%.
The Median Remuneration of Employees (MRE) including Managerial Personnel (MP) was Rs.2,81,283/- and Rs. 2,60,719/- in F.Y.
2015-16 and F.Y. 2014-15 respectively. The increase in MRE (including MP) in F.Y. 2015-16, as compared to F.Y. 2014-15 is 7.89%.
The number of permanent employees on the rolls of the Company as of March 31, 2016 and March 31, 2015 was 1,062 and
993 respectively.
Sushil Suri
Date: August 09, 2016 DIN: 00012028
10
ANNEXURE 'C'
DETAILS PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
S. Employee Name Designation Educational Age Experience Date of Gross Previous employment/
No. Qualification (years) Joining remuneration designation
paid
(Rs. in Lacs)
1. Mr. Sanjay Suri Head - API Business B.Sc 48 28 01-Jan-15 87.05 Entrepreneur
2. Mr. Rajeev Kumar Jain Vice President - Production B.Sc, MBA 50 29 02-Nov-11 70.25 IndSwift Laboratories Ltd.
(Masulkhana & Baddi) Head Manufacturing
3. Mr. Ajay Sharma Chief Financial Officer C.A. 49 23 03-Apr-02 58.15 Auro Textiles
(A unit of VSGM Ltd.)
4. Mr. Sushil Suri Chairman & C.A. 52 23 01-Feb-93 57.40 Entrepreneur
Managing Director
5. Mr. Shantanu Tuli Vice President - PGDBM 50 28 17-Jun-05 45.62 Lifescan Johnson
11
Sales & Marketing & Johnson
6. Mr. Piyush Tandon Asst. Vice President M.Sc 52 28 09-Sep-13 41.05 Nexgen Fluoropolymers
(Sales & Marketing)
7. Mr. Anubhav Suri Head - Medipath Division B.Finance 29 5 01-Feb-11 39.00 Entrepreneur
8. Mr. Mahinder Kumar Asst. Vice President M.Sc 53 31 03-Mar-90 38.41 Cepham
Sharma (QA & QC)
9. Ms. Amita Sharma Asst. Vice President B.Com 50 25 18-Jan-93 35.71 DCM Shri Ram Industries
(Commercial & PPC)
10. Dr. Madan Pal Tanwar Asst. Vice President Phd 51 22 23-Mar-06 31.63 Surya Pharmaceuticals
(R & D)
Sushil Suri
Date: August 09, 2016 DIN: 00012028
ANNEXURE 'D'
NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
This 'Nomination and Remuneration Policy for Directors, DEFINITIONS:

Key Managerial Personnel and Other Employees' ('Policy') 1. 'Act' means the Companies Act, 2013 and the Rules
of Morepen Laboratories Limited has been adopted by the framed thereunder, as amended from time to time.
Board of Directors, acting on the recommendations of the
2. 'Board' means Board of Directors of the Company.
Nomination and Remuneration Committee.
3. 'Director' means Directors of the Company.
OBJECTIVES:
4. 'Committee' means Nomination and Remuneration
The Nomination and Remuneration Policy shall be in
Committee of the Company as constituted or
compliance with Section 178 of the Companies Act, 2013
reconstituted by the Board.
read with applicable rules thereto and the applicable
provisions of the Listing Agreement/SEBI (Listing Obligations 5. 'Company' means Morepen Laboratories Limited.
and Disclosure Requirements) Regulations, 2015, as 6. 'Independent Director' means a Director referred to in
amended from time to time. The objectives of this policy are: Section 149 (6) of the Companies Act, 2013.
• To lay down criteria and terms and conditions with 7. 'Key Managerial Personnel (KMP)' means a KMP as
regard to identifying persons who are qualified to defined under the Companies Act, 2013 and includes:
become Directors (Executive and Non-Executive) and
i. Chief Executive Officer/Managing Director/
persons who may be appointed in Senior Management
Manager;
and Key Managerial positions and to determine their
remuneration. ii. Whole-time Director;
• To carry out evaluation of the performance of Directors, iii. Chief Financial Officer;
as well as Key Managerial and Senior Management iv. Company Secretary;
Personnel. v. Such other officer as may be prescribed under the
• To provide them reward linked directly to their effort, applicable statutory provisions/regulations.
performance, dedication and achievement relating to 8. 'Other Employees' means Senior Management
the Company's operations. Personnel of the Company who are members of the core
• To retain, motivate and promote talent and to ensure management team, excluding the Board of Directors
long term sustainability of talented managerial persons and KMP, and comprises of all members of the
and create competitive advantage. management one level below the Executive Directors
CONSTITUTION OF THE NOMINATION AND including functional heads.
REMUNERATION COMMITTEE: APPLICABILITY:
The Nomination and Remuneration Committee comprises This Policy is applicable to the following personnel:
of following members: 1. Directors (Executive and Non-Executive)
S. No. Name Designation 2. Key Managerial Personnel
1. Mr. Manoj Joshi Chairman 3. Other Employees (Senior Management Personnel)
2. Mr. Sukhcharan Singh Member ROLE OF THE COMMITTEE:
3. Mr. Bhupender Raj Wadhwa Member A. Matters to be dealt with, perused and recommended to
the Board by the Nomination and Remuneration
The Board has the power to re-constitute the Committee Committee:
consistent with the Company's policy and applicable The Committee shall:
statutory requirements. 1) F o r m u l a t e t h e c r i t e r i a f o r d e t e r m i n i n g
12
positive attributes and independence of a Director; • the appointment of any Whole-time Director /
2) Identify persons who are qualified to become Key Managerial Personnel / Senior Management
Director and persons who may be appointed in Key shall also be governed by the prevailing
Managerial and Senior Management positions in employment policies of the Company.
accordance with the criteria laid down in this III. Term / Tenure:
policy; • Managing Director / Whole-time Director:
3) Formulate criteria for evaluation of performance of The Company may appoint or re-appoint a
every Director; person as its Executive Chairman, Managing
4) Recommend to the Board, criteria for remuneration Director or Executive Director for a term not
for Directors, Key Managerial Personnel and other exceeding five years at a time. No re-
Employees; appointment shall be made earlier than one year
5) Recommend to the Board, appointment and before the expiry of term.
removal of Director, KMP and Senior Management • Independent Director:
Personnel. u An Independent Director shall hold office for a
B. Appointment and removal of Directors, Key term up to five consecutive years on the Board
Managerial Personnel and Senior Management of the Company and will be eligible for re-
Personnel: appointment for another term up to five
I. The Nomination and Remuneration Committee consecutive years on passing of a special
will ensure that: resolution by the Company and disclosure of
such appointment in the Board's Report.
• the level and composition of remuneration is
reasonable and sufficient to attract, retain and u No Independent Director shall hold office for
motivate Directors of the quality required to run more than two consecutive terms, but such
the Company successfully; Independent Director shall be eligible for
appointment after expiry of three years of
• relationship of remuneration to performance is
ceasing to become an Independent Director.
clear and meets appropriate performance
Provided that an Independent Director shall
benchmarks; and
not, during the said period of three years, be
• remuneration to Whole-time Directors, Key appointed in or be associated with the
Managerial Personnel and Senior Management Company in any other capacity, either directly
Personnel involves a balance between fixed and or indirectly.
incentive pay reflecting short and long term
u At the time of appointment if Independent
performance objectives appropriate to the
Director it should be ensured that the number
working of the Company and its goals.
of Boards on which such Independent Director
II. Appointment criteria and qualifications: serves is restricted to seven listed companies as
• the Committee shall identify and ascertain the an Independent Director, and three listed
integrity, qualification, expertise and companies as an Independent Director in case
experience of the person for appointment as such person is serving as a Whole-Time
Director, Key Managerial Personnel or at Senior Director of a listed Company or such other
Management level and recommend to the Board number as may be prescribed under the Act
his/her appointment. and Listing Agreement / SEBI (Listing
Obligations and Disclosure Requirements)
• the candidate shall possess adequate
Regulations, 2015. For this purpose, the
qualification, expertise and experience for the
Independent Directors shall submit a
position he / she is considered for appointment.
declaration in this regard and the Committee /
The Committee has discretion to decide
Board shall rely on such declaration.
whether qualification, expertise and experience
possessed by a person is sufficient / satisfactory IV. Evaluation:
for the concerned position. The Committee shall carry out evaluation of
13
performance of every Director (including 2) The remuneration / compensation / benefits etc.
Independent Director), KMP and Senior of Managerial Personnel shall be subject to the
Management Personnel periodically. approval of the shareholders of the Company
V. Removal: and Central Government, wherever required.
Due to reasons for any disqualification mentioned in 3) The remuneration/compensation/commission

the Act or under any other applicable Act, Rules and etc. payable to the Directors, KMP and Senior
Regulations, the Committee may recommend, to Management Personnel, shall be
the Board with reasons recorded in writing, removal determined/approved by the Committee, at the
of a Director, KMP or Senior Management time of their appointment, and recommended to
Personnel subject to the provisions and compliance the Board, for its approval, if required under
of the said Act, rules and regulations and other law.
applicable policies of the Company. 4) The remuneration and commission to be paid to
VI. Retirement: the Managing Director and Whole-time
Director shall be in accordance with the
The Directors, KMP and Senior Management
percentage/slabs/conditions laid down in the
Personnel shall retire as per the applicable
Articles of Association of the Company and as
provisions of the Companies Act, 2013 and the
per the provisions of the Companies Act, 2013,
prevailing policy of the Company. The Independent
and the rules made thereunder.
Directors shall not be liable to retire by rotation. The
Board will have the discretion to retain the Director, II. Increments to the existing remuneration/
KMP, Senior Management Personnel in the same compensation structure, in accordance with the HR
position/remuneration or otherwise even after Policy of the Company, shall be recommended by
attaining the retirement age, for the benefit of the the Committee to the Board for its approval, subject
Company. to the maximum limits approved by the
Shareholders in the case of Managing Director and
C. Remuneration of Directors, Key Managerial Personnel
Whole-time Director.
and Senior Management Personnel:
III. Where any insurance is taken by the Company on
I. General:
behalf of its Managing Director, Whole-time
1) While determining the remuneration / Director, Chief Executive Officer, Chief Financial
compensation / benefits etc. to the Managing Officer, Company Secretary and/or any other
Director, Whole-time Directors, Key employees, for indemnifying them against any
Managerial Personnel and Senior Management liability, the premium paid on such insurance shall
Personnel, the Committee shall keep in mind not be treated as part of the remuneration payable to
following criteria: any such personnel.
• That the remuneration is aligned with market IV. Remuneration to Managing Director, Whole-Time
when compared to relevant peer companies; Director, KMP and Senior Management Personnel:
• That the remuneration is appropriate for the The Committee shall ensure that Remuneration to
Company as it exists today but anticipates Managing Director, Whole-time Directors, Key
future business needs; Managerial Personnel and Senior Management
• Understandable and valuable to the talent the Personnel has a balance between fixed and variable
Company wishes to attract, motivate, engage incentive pay reflecting short and long term
and retain; performance objectives appropriate to the working
of the Company and its goals.
• Simple and cost-effective for the Company to
communicate, maintain and administer; 1) Fixed Pay:
• Selected positions may be paid higher The Managing Director, Whole-time Director,
remuneration than market aligned peer group KMP and Senior Management Personnel shall
remuneration; and be eligible for a monthly remuneration as may
be approved by the Board on the
• Higher remuneration may be considered for
recommendation of the Committee, at the time
the purpose of retention of talent.
14
of their appointment. The components of of the limits prescribed under the Companies
remuneration consist of guaranteed cash Act, 2013 or without the prior sanction of the
component comprising of basic salary, ad- Central Government, where required, he/she
hoc/special allowance, House Rent Allowance, shall refund such sums to the Company and until
etc. Variable component consists of bonus / such sum is refunded, hold it in trust for the
performance linked incentives based on the Company. The Company shall not waive
performance of the Company and performance recovery of such sum refundable to it unless
of each Director / Key Managerial Personnel / permitted by the Central Government.
Senior Management Personnel. V. Remuneration to Non-Executive / Independent
The breakup of the pay scale and quantum of Director:
perquisites including, employer's contribution 1) Remuneration/Commission
to P.F, pension scheme, medical expenses, club
The remuneration/commission shall be fixed as per
fees, etc. shall be decided and approved by the
the slabs and conditions mentioned in the Articles of
Board, on the recommendation of the
Association of the Company and the Companies
Committee, subject to the maximum limits
Act, 2013 and the rules made thereunder.
approved by the Shareholders in the case of
Commission may be paid within the monetary limit
Managing Director and Whole-time Director.
approved by shareholders, subject to the limit not
They are also eligible for increments to the exceeding 1% of the profits of the Company
existing remuneration/compensation structure, computed as per the applicable provisions of the
in accordance with the HR Policy of the Companies Act, 2013.
Company, subject to the approval of the Board
2) Sitting Fees
on the recommendations made by the
Committee in the said behalf. Such annual The Non-Executive/Independent Directors shall
increments shall be linked to their overall receive remuneration by way of fees for attending
performance, Company's performance, future meetings of Board or Committee(s) of which they are
plans, industry standards and any other relevant a member. The Board may at its discretion revise the
factors. sitting fees payable to such Directors from time to
time provided that the amount of such fees shall not
2) Minimum Remuneration
exceed the limit prescribed under the Act.
If, in any financial year, the Company has no
3) Stock Options
profits or its profits are inadequate, the
Company shall pay remuneration to its An Independent Director shall not be entitled to any
Managing Director and Whole-time Director in stock options of the Company.
accordance with the provisions of Schedule V of OTHERS:
the Companies Act, 2013 and if it is not able to
Clauses with respect to the Membership and Term,
comply with such provisions, with the previous
Chairperson, Frequency of Meetings, Duties and other
approval of the Central Government.
administrative functions of the Committee shall be as per Act
3) Provisions for excess remuneration and terms of reference.
If the Managing Director and/or Whole-time REVIEW OF THE POLICY:
Director draws or receives, directly or indirectly
The Committee will discuss any revisions that may be
by way of remuneration any such sums in excess
required, and recommend any such provisions to the Board
Sushil Suri
Date: August 09, 2016 DIN: 00012028
15
ANNEXURE 'E'
SECRETARIAL AUDIT REPORT
Form No. MR-3
(FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016)
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To, 2015;
The Members, (c) The Securities and Exchange Board of India (Issue
Morepen Laboratories Limited of Capital and Disclosure Requirements)
I have conducted the Secretarial Audit of the compliance of Regulations, 2009;
applicable statutory provisions and the adherence to good (d) The Securities and Exchange Board of India
corporate practices by Morepen Laboratories Limited (Employee Stock Option Scheme and Employee
(hereinafter called the 'Company'). Secretarial Audit was Stock Purchase Scheme) Guidelines, 1999;
conducted in a manner that provided me a reasonable basis (e) The Securities and Exchange Board of India (Issue
for evaluating the corporate conducts/statutory compliances and Listing of Debt Securities) Regulations, 2008;
and expressing my opinion thereon.
(f) The Securities and Exchange Board of India
Based on my verification of the Morepen Laboratories (Registrars to an Issue and Share Transfer Agents)
Limited books, papers, minute books, forms and returns filed Regulations, 1993 regarding the Companies Act
and other records maintained by the Company and also the and dealing with client;
information provided by the Company, its officers, agents
(g) The Securities and Exchange Board of India
and authorized representatives during the conduct of
(Delisting of Equity Shares) Regulations, 2009;
secretarial audit, I hereby report that in our opinion, the
and
Company has, during the audit period covering the financial
(h) The Securities and Exchange Board of India
year ended on March 31, 2016 complied with the statutory
(Buyback of Securities) Regulations, 1998;
provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in (vi) Drugs and Cosmetics Act, 1940 and Drugs and
place to the extent, in the manner and subject to the Cosmetics Rules 1945;
reporting made hereinafter: (vii) Drugs (Price Control) Order, 2013;
I have examined the books, papers, minute books, forms and (viii) Indian Boilers Act, 1923;
returns filed and other records maintained by Morepen (ix) Legal Metrology Act, 2009;
Laboratories Limited (“the Company”) for the financial year (x) Trademark Act, 1999.
ended on March 31, 2016 according to the provisions of: I have also examined compliance with the applicable
(i) The Companies Act, 2013 (the 'Act') and the Rules clauses of the following:
made there under; (i) The Listing Agreements and the provisions envisaged
(ii) The Securities Contracts (Regulation) Act, 1956 in The Securities and Exchange Board of India (Listing
('SCRA') and the rules made there under; Obligations and Disclosure Requirements)
(iii) The Depositories Act, 1996 and the Regulations and Regulations, 2015.
Bye-laws framed there under; (ii) The Secretarial Standards issued by the Institute of the
(iv) Foreign Exchange Management Act, 1999 and the Company Secretaries of India (ICSI).
rules and regulations made there under to the extent I further report that:
of Foreign Direct Investment, Overseas Direct (a) the Board of Directors of the Company is duly
Investment and External Commercial Borrowings; constituted with proper balance of Executive
(v) The following Regulations and Guidelines prescribed Directors, Non-Executive Directors and Independent
under the Securities and Exchange Board of India Act, Directors. The changes in the composition of the
1992 ('SEBI Act'): Board of Directors that took place during the period
(a) The Securities and Exchange Board of India under review were carried out in compliance with the
(Substantial Acquisition of Shares and Takeovers) provisions of the Act.
Regulations, 2011; (b) adequate notice is given to all directors to schedule
(b) The Securities and Exchange Board of India the Board Meetings, agenda and detailed notes on
(Prohibition of Insider Trading) Regulations, agenda were sent at least seven days in advance and a
16
system exists for seeking and obtaining further 2015 for the appointment of Mr. Sushil Suri, as Chairman
information and clarifications on the agenda items cum Managing Director of the Company apart from other
before the meeting and for meaningful participation at ordinary business.
the meeting. I further report that during the audit period the Company
(c) all the resolutions have been passed unanimously and has not redeemed its preference shares which were due to
did not find any dissenting views in the minutes. be redeemed as under:
(d) there are adequate systems and processes in the (i) 97,35,201 0.01% Optionally Convertible Preference
Company commensurate with the size and operations Shares (OCPS) of Rs. 100 each/- aggregating to Rs.
of the Company to monitor and ensure compliance 97,35,20,100/- due for redemption during the f.y.
with applicable laws, rules, regulations and 2014-15;
guidelines. (ii) 2,00,000 0.01% Cumulative Redeemable Preference
(e) the Company has entered into related party Shares (CRPS) of Rs. 100 each/- aggregating to Rs.
transactions for the sale and purchase of 2,00,00,000/- due for redemption during the f.y.
material/products and paying remuneration to related 2011-12;
party personnel. The Company confirms that all (iii) 5,00,000 9.75% Cumulative Redeemable Preference
transactions, including increase in remuneration, are Shares (CRPS) of Rs. 100 each/- aggregating to Rs.
in the ordinary course of business and at arm's length. 5,00,00,000/- due for redemption during the f.y.
(f) the Company has not declared/paid dividend to 2003-04.
preference shareholders and hence the preference
shareholders are entitled to vote on all the matters in CS Praveen Dua
the Annual General Meeting. No preference
(Proprietor)
shareholder has attended the Annual General
PD and Associates
Meeting held during the previous year.
Company Secretaries
I further report that during the audit period the Company
has obtained the consent of members in the 30th Annual Place : New Delhi FCS No.: 3573
General Meeting of the Company held on September 18, Date : August 09, 2016 C P No.:2139
To, Management representation about the compliance of

The Members laws, rules and regulations and happening of events,
Morepen Laboratories Limited etc.
Our report of even date is to be read along with this letter: 5) The compliance of the provisions of Corporate and
1) Maintenance of the secretarial record is the other applicable laws, rules, regulations, standards is
responsibility of the management of the Company. the responsibility of management. Our examination
Our responsibility is to express an opinion on these was limited to the verification of procedures on test
secretarial records based on our audit. basis.
2) We have followed the audit practices and processes as 6) The Secretarial Audit report is neither an assurance as
were appropriate to obtain reasonable assurance to the future viability of the Company nor of the
about the correctness of the contents of the Secretarial efficacy or effectiveness with which the management
records. The verification was done on test basis to has conducted the affairs of the Company.
ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices,
CS Praveen Dua
we followed provide a reasonable basis for our
(Proprietor)
opinion.
PD and Associates
3) We have not verified the correctness and Company Secretaries
appropriateness of financial records and Books of Place : New Delhi FCS No.: 3573
Accounts of the Company. Date : August 09, 2016 C P No.:2139
4) Where ever required, we have obtained the
17
ANNEXURE 'F'
Form No MGT-9: Extract of Annual Return as on Financial Year Ended on March 31, 2016
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

i) CIN : L24231HP1984PLC006028
ii) Registration Date : 01/12/1984
iii) Name of the Company : MOREPEN LABORATORIES LIMITED
iv) Category / Sub-Category of the Company : Public Company / Limited by Shares
v) Address of the Registered office and contact details : Morepen Village, Malkumajra,
Nalagarh Road, Baddi, Distt. Solan,
Himachal Pradesh -173 205
Tel No.: +91-01795-276201-03
Fax No.: +91-01795-276204
Email Id: [email protected]
vi) Whether listed Company : Yes
vii) Name, Address and Contact details of Registrar : MAS Services Limited
and Transfer Agent, if any T-34, 2nd Floor, Okhla Industrial Area, Phase-II,
New Delhi - 110 020
Tel No.: +91-11-2638 7281/82/83
Fax No.: +91-11-2638 7384
Email id: [email protected]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Business activities contributing 10% or more of the total turnover of the Company :
Name and Description of main NIC Code of the Product / Service % to Total Turnover of the Company
Products / Services
Pharmaceuticals 21001 and 21002 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and Address CIN/GLN Holding/ % of Shares Applicable
of the Company Subsidiary/ Associate held Section
1. Dr. Morepen Limited U24232DL2001PLC111636 Subsidiary 100 2 (87)
220, Antriksh Bhawan,
22, K. G. Marg,
New Delhi - 110 001
2. Total Care Limited U24246DL2000PLC105296 Subsidiary 95 2 (87)
2nd Floor, Antriksh Bhawan,
22, K. G. Marg,
New Delhi - 110 001
3. Morepen Inc. - Subsidiary 100 2 (87)
United States of America
18
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding:
Category of Shareholders No. of Shares held at the No. of Shares held at the % Change
beginning of the year end of the year during
[As on March 31, 2015] [As on March 31, 2016] the year
De-mat Physical Total % of De-mat Physical Total % of
Total Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 1,00,41,750 3,12,00,000 4,12,41,750 9.17 2,94,41,750 1,18,00,000 4,12,41,750 9.17 -
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corp. 56,29,838 10,85,00,000 11,41,29,838 25.37 1,41,29,838 10,00,00,000 11,41,29,838 25.37 -
e) Banks / FIs - - - - - - - - -
f) Any other - - - - - - - - -
Sub-total (A)(1): 1,56,71,588 13,97,00,000 15,53,71,588 34.54 4,35,71,588 11,18,00,000 15,53,71,588 34.54 -
19
(2) Foreign
a) NRI's-Individuals - - - - - - - - -
b) Others- Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FIs - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A)(2): - - - - - - - - -
Total shareholding of Promoters
(A) = (A)(1) + (A)(2) 1,56,71,588 13,97,00,000 15,53,71,588 34.54 4,35,71,588 11,18,00,000 15,53,71,588 34.54 -
B. Public Shareholding
(1) Institutions
a) Mutual Funds - - - - 2,73,067 - 2,73,067 0.06 0.06
b) Banks / FIs 400 63,67,540 63,67,940 1.42 9,54,826 63,67,540 73,22,366 1.63 0.21
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies 2,22,57,945 2,26,625 2,24,84,570 5.00 2,14,38,254 2,26,625 2,16,64,879 4.82 (0.18)
g) FIIs - 4,88,97,500 4,88,97,500 10.86 - 5,85,30,000 5,85,30,000 13.01 2.15
h) Foreign Venture Capital
Funds - - - - - - - - -
i) Others (FPIs) - - - - 3,06,239 - 3,06,239 0.07 0.07
Sub-total (B)(1): 2,22,58,345 5,54,91,665 7,77,50,010 17.28 2,29,72,386 6,51,24,165 8,80,96,551 19.59 2.31
(2) Non-Institutions
a) Bodies Corp. 2,10,57,235 17,71,044 2,28,28,279 5.07 2,80,15,322 17,15,944 2,97,31,266 6.61 1.54
b) Individuals
i) Individual shareholders
holding nominal share
capital upto Rs. 1 Lac 10,40,46,511 4,46,32,432 14,86,78,943 33.05 10,12,02,226 4,06,08,162 14,18,10,388 31.53 (1.52)
ii) Individual shareholders
holding nominal share
capital in excess of
Rs. 1 Lac 2,64,29,228 4,15,637 2,68,44,865 5.97 2,44,89,948 4,15,637 2,49,05,585 5.54 (0.43)
c) Any Other
i) Non-Resident Indian/ 45,29,846 1,37,02,500 1,41,62,346 3.15 50,59,771 - 50,59,771 1.12 (2.03)
OCB
ii) Clearing Member 39,17,542 - 39,17,542 0.87 45,65,802 - 45,65,802 1.02 0.15
20
iii) Trust 2,72,630 - 2,72,630 0.06 2,85,252 - 2,85,252 0.06 -
Sub-total (B)(2): 16,02,52,992 5,64,51,613 21,67,04,605 48.18 16,36,18,321 4,27,39,743 20,63,58,064 45.88 (2.29)
Total Public Shareholding
(B)=(B)(1)+(B)(2) 18,25,11,337 11,19,43,278 29,44,54,615 65.46 18,65,90,707 10,78,63,908 29,44,54,615 65.46 -
C. Shares held by Custodian
for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 19,81,82,925 25,16,43,278 44,98,26,203 100.00 23,01,62,295 21,96,63,908 44,98,26,203 100.00 -
ii) Shareholding of Promoters:
S. Shareholder's Name At the beginning of the year At the end of the year % change
No. No. of % of total % of Shares No. of % of total % of Shares in share-
Shares Shares Pledged/ Shares Shares Pledged/ holding
of the encumbered of the encumbered during
Company to total shares Company to total shares the year
1. Baby Aakriti Suri 55,000 0.012 - 55,000 0.012 - -
2. Gulfy Suri 11,50,000 0.256 - 11,50,000 0.256 - -
3. Rajas Suri 1,55,000 0.034 - 1,55,000 0.034 - -
4. Anju Suri 51,86,369 1.153 - 51,86,369 1.153 - -
5. P.L. Suri 24,00,000 0.534 - 24,00,000 0.534 - -
6. Sara Suri 7,05,000 0.157 - 7,05,000 0.157 - -
7. Master Arjun Suri 6,97,060 0.155 - 6,97,060 0.155 - -
8. Kanta Suri 1,510 0.000 - 1,510 0.000 - -
9. Sushil Suri & Sons (HUF) 12,01,560 0.267 - 12,01,560 0.267 - -
10. Praduman Lal Suri 2,990 0.001 - 2,990 0.001 - -
11. Aanandi Suri 7,50,000 0.167 - 7,50,000 0.167 - -
12. Arun Suri & Sons 15,45,310 0.344 - 15,00,000 0.333 - -
13. Arun Suri 3,510 0.001 - 3,510 0.001 - -
14. Sanjay Suri 14,17,240 0.315 - 14,17,240 0.315 - -
15. Varun Suri 30,52,357 0.679 - 30,52,357 0.679 - -
16. Anubhav Suri 7,36,824 0.164 - 7,82,134 0.174 - -
17. Aanchal Suri 6,85,922 0.152 - 6,85,922 0.152 - -
18. Baby Kanak Suri 9,97,060 0.222 - 9,97,060 0.222 - -
19. Sushil Suri 55,01,510 1.223 - 55,01,510 1.223 - -
20. K B Suri & Sons (HUF) 9,72,830 0.216 - 9,72,830 0.216 - -
21. Shalu Suri 20,52,250 0.456 - 20,52,250 0.456 - -
22. Sonia Suri 36,79,718 0.818 - 36,79,718 0.818 - -
23. Mamta Suri 30,04,000 0.668 - 30,04,000 0.668 - -
24. Sunita Suri 31,88,730 0.709 - 31,88,730 0.709 - -
25. Sanjay Suri Sons HUF 21,00,000 0.467 - 21,00,000 0.467 - -
26. React Investments & Financial
Services Private Limited 1,14,42,134 2.544 - 1,14,42,134 2.544 - -
27. Liquid Holdings Private Limited 3,000 0.001 - 3,000 0.001 - -
28. Epitome Holding Private Limited 1,10,00,820 2.446 - 1,10,00,820 2.446 - -
29. Concept Credits & Consultants
Private Limited 1,18,47,724 2.634 - 1,18,47,724 2.634 - -
30. Square Investments & Financial
31. Solitary Investments & Financial
32. Solace Investments & Financial
33. Brook Investments & Financial
34. Scope Credits & Financial
Services Private Limited 1,20,75,405 2.684 0.136 1,20,75,405 2.684 0.136 -
35. Mid-Med Financial Services &
Investments Private Limited 1,14,73,813 2.551 - 1,14,73,813 2.551 - -
36. Seed Securities & Services
Private Limited 1,08,28,780 2.407 - 1,08,28,780 2.407 - -
TOTAL 15,53,71,588 34.540 0.136 15,53,71,588 34.540 0.136 NIL
21
iii) Change in Promoters' Shareholding (Please specify, if there is no change):
S. Promoters Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
1. At the beginning of the year 15,53,71,588 34.540 15,53,71,588 34.540
Increase/(Decrease) in Promoters Shareholding No Change No Change No Change No Change
during the year
At the end of the year 15,53,71,588 34.540 15,53,71,588 34.540
iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
S. Top ten Shareholders Shareholding at the Cumulative Shareholding
shares of shares of
the Company the Company
1. G L INDIA MAURITIUS III LIMITED
At the beginning of the year 2,88,97,500 6.424 2,88,97,500 6.424
Increase/(Decrease) in Shareholding during the year No Change No Change No Change No Change
At the end of the year (or on the date of separation,
if separated during the year) 2,88,97,500 6.424 2,88,97,500 6.424
2. JETTY CAPITAL LIMITED
At the beginning of the year 2,00,00,000 4.446 2,00,00,000 4.446
if separated during the year) 2,00,00,000 4.446 2,00,00,000 4.446
3. PINFOLD OVERSEAS LIMITED
At the beginning of the year 96,32,500 2.141 96,32,500 2.141
if separated during the year) 96,32,500 2.141 96,32,500 2.141
4. LIFE INSURANCE CORPORATION OF INDIA
Increase/(Decrease) in Shareholding during the year (8,19,691) (0.182) 74,70,074 1.661
5. DAMODAR PRASAD AGARWAL
Increase/(Decrease) in Shareholding during the year 3,56,154 0.079 62,78,654 1.396
22
S. Top ten Shareholders Shareholding at the Cumulative Shareholding
shares of shares of
6. UNITED INDIA INSURANCE COMPANY LIMITED
7. GENERAL INSURANCE CORPORATION OF INDIA
8. THE NEW INDIA ASSURANCE COMPANY LIMITED
9. BAYSWATER ENTERPRISES LIMITED
10. NATIONAL INSURANCE COMPANY LIMITED
23
v) Shareholding of Directors and Key Managerial Personnel:
S. Director/KMP Shareholding at the Cumulative Shareholding
shares of shares of
1. MR. SUSHIL SURI
Chairman & Managing Director
2. DR. A. K. SINHA
Whole-Time Director
At the beginning of the year 100 0.000 100 0.000
if separated during the year) 100 0.000 100 0.000
3. MR. MANOJ JOSHI
Independent Director
At the beginning of the year - - -
if separated during the year) - - - -
4. MR. SUKHCHARAN SINGH
At the beginning of the year - - - -
5. MR. B. R. WADHWA
6. MS. ARCHANA S. BHARGAVA
Director
24
S. Director/KMP Shareholding at the Cumulative Shareholding
shares of shares of
7. MR. AJAY SHARMA
Chief Financial Officer
8. MR. THOMAS P. JOSHUA
Company Secretary
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(Rs. in Lacs)
Particulars Secured Loans Unsecured Deposits Total
(excluding Loans Indebtedness
deposits)
Indebtedness at the beginning of the financial year
(i) Principal Amount 7,852.23 - - 7,852.23
(ii) Interest due but not paid 157.51 - - 157.51
(iii) Interest accrued but not due - - - -
Total (i+ii+iii) 8,009.74 - - 8,009.74
Change in Indebtedness during the financial year
* Addition 982.88 - - 982.88
* Reduction 2,130.73 - - 2,130.73
Net Change (1,147.85) - - (1,147.85)
Indebtedness at the end of the financial year
(i) Principal Amount 6,661.32 - - 6,661.32
(ii) Interest due but not paid 200.57 - - 200.57
(iii) Interest accrued but not due - - - -
Total (i+ii+iii) 6,861.89 - - 6,861.89
25
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Rs. in Lacs)
S. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
No. Mr. Sushil Suri Dr. A. K. Sinha
Chairman & Whole-Time
Managing Director Director
1. Gross salary
a. Salary as per provisions contained in
Section 17(1) of the Income-tax Act, 1961 44.73 22.44 67.17
b. Value of perquisites under Section 17(2) of the
Income Tax Act, 1961 12.67 3.95 16.62
c. Profits in lieu of salary under Section 17(3) of the
Income Tax Act, 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit
- others, specify - - -
5. Others, please specify - - -
Total (A) 57.40 26.39 83.79
Ceiling as per the Act 81.57 81.57 163.14
B. Remuneration to other Directors:

(Rs. in Lacs)
S. Particulars of Remuneration Name of Directors Total Amount
No. Mr. Manoj Mr. Sukhcharan Mr. B. R. Ms. Archana
Joshi Singh Wadhwa S. Bharagva
1. Independent Directors
• Fee for attending board committee
meetings 0.80 0.80 0.60 - 2.20
• Commission - - - - -
• Others, please specify - - - - -
Total (1) 0.80 0.80 0.60 - 2.20
2. Other Non-Executive Directors
• Fee for attending board committee
meetings - - - 0.10 0.10
• Commission - - - - -
• Others, please specify - - - - -
Total (2) - - - 0.10 0.10
Total (B)=(1+2) 0.80 0.80 0.60 0.10 2.30
Total Managerial Remuneration (A + B) 86.09
Overall Ceiling as per the Act 179.45
26
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
(Rs. in Lacs)
S. Particulars of Remuneration Key Managerial Personnel Total Amount
No.
Mr. Ajay Sharma Mr. Thomas P. Joshua
Chief Financial Officer Company Secretary
1. Gross salary
Salary as per provisions contained in Section
17(1) of the Income-tax Act, 1961 54.86 13.04 67.90
Value of perquisites under Section 17(2) of the
Income Tax Act, 1961 3.29 - 3.29
Profits in lieu of salary under Section 17(3) of the
Income Tax Act, 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit
- others, specify - - -
5. Others, please specify - - -
Total 58.15 13.04 71.19
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

There were no penalties/punishment/compounding of offences for the year ended March 31, 2016.
Sushil Suri
Date: August 09, 2016 DIN: 00012028
27
ANNEXURE 'G'
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
[Information under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and forming
part of Directors' Report for the year ended March 31, 2016]
A. CONSERVATION OF ENERGY and improving processes for existing APIs and
formulation products. The key areas and efforts
1) Energy Conservation measures taken:
made towards development/ improvements of
• Upgraded utility supply line (chilled brine) by Technologies of various APIs, are as under:
replacing 4” line with 6” line.
• Development, scale up & process validation
• Mercury bulb replaced with 42 W LED circuit. of Saxagliptin Hydrochloride in anti-diabetic
• Steam ejector replaced with Oil ring Vacuum category.
Pump. • Development of Linagliptin in anti-diabetic
• Corrugated heat exchanger to reduce solvent category.
consumption. • Development work on Dapagliflozin
• Structured packing in SRP. Propanediol in new 'gliflozin' series of anti-
diabetic category, is also in advanced stage.
2) Impact of measures taken:
• Development of Canagliflozin, the anotherhigh
• Reduction in power consumption by 8%
value anti-diabetic product of 'gliflozin' series,
against previous financial year (against/kg of
is in progress.
productivity).
• Development of Esomeprazole Magnesium
• Reduction in fuel consumption by 20%.
dihydrate in Anti-ulcer category, is in progress.
• Reduction in our overall energy bill, power &
• New products Empagliflozin in new 'gliflozin'
fuel by around 15% (against/kg of productivity).
anti-diabetic series, Aprepitant in Antiemetic
• Reduction in solvent consumption by category & Fingolimod in multiple sclerosis, are
around 3%. also considered for development.
• Reduction in time cycle by around 12%. • Scale up/ commercialization of High purity/
3) Steps taken for utilizing alternate source of energy: Impurity free Fexofenadine Hydrochloride, its
FexoKeto ester intermediate & Olmesartan
• Exploring the possibility of producing solar
Medoxomil completed for Japan.
energy as an alternate source of power
generation. This project is under study. • Commercialization of Voglibose for domestic as
well as Japan markets.
• Planned for replacement of all reciprocating
machine with screw compressor in coming • Kilolab Trials & scale up of Candesartan
financial year. Cilexetil.
• Development of stabilized Amorphous
4) Capital investment on energy conservation
Rosuvastatin Calcium.
equipment:
• COS & TDMF of Rosuvastatin calcium, CDMF of
Capital investment on energy conservation Montelukast Sodium & COS of Fexofenadine
equipment made during the year is Rs. 100 Lacs. Hydrochloride, were filed.
B. TECHNOLOGY ABSORPTION (R&D) • Development of new dosage forms in different
1) Efforts made towards technology absorption : therapeutic categories for domestic market, for
in-house marketing as well as for contract
The Company is continuously adopting innovative manufacturing.
processes in the manufacture of all of its API's and
• Development and launch of following products
intermediates as well as in formulations. Research
in cardiovascular therapeutic category:
and Development (R&D) continues to be the key
• DCGI approved formula of Cough, cold &
driver for sustained growth of the Company. It
Fever under brand extension of new
covers formulation and Active Pharmaceutical
Lemolate Gold.
Ingredients (API) development. R&D's major
capabilities vest in developing robust and safe • Launch of Rabeprazole and Levosulpiride
formulations at affordable cost, development of Capsule under gastro intestinal category.
newer cost effective processes for synthesis of API • Launch of Sodium Valporate Tablets under
28
• Launch of Linezolid tablets under antibiotic altering the excipient without affecting the
category. quality parameters.
• In Nutraceuticals, following product has been 3) Future plan of action:
developed and to be launched: The Company continues to scale up R&D facilities
• Garlic tablets for cholesterol lowering by adding resources and enhancing capacity and
• Ovalgen tablets with Vitamins and capabilities to meet growing needs. The R&D work
Minerals for dental care is focused on:
• DHA tablets with Iron and vitamins • Approval/ recognition of R&D Centre from
• Oxygen enhancer tablets by using DSIR.
Hawthorn berry and Citrulline. • New high value drugs like Canagliflozin &
• Development under progress: Empagliflozin in Anti-diabetic category, Orlistat
in Anti-obesity category, Aprepitant in
• DHA with Calcium Tablets.
antiemetic category & Fingolimod in Multiple
• Montelukast and Fexofenadine chewable Sclerosis category considered for development.
Tablets.
• Esomeprazole Magnesium Dihydrate
• Desloratadine Tablets considered for development due to its High
• Sultamicillin in dry syrup form. demand.
• Combination of Glucosamine, Diacerein & • Kilolab Trials and Scale up of High value Anti-
MSM. diabetic drugs Dapagliflozin Propanediol &
• Sachet of Proanthocyanidine, Arginine, Linagliptin, are planned.
Beet root and Hawthornbery • DMF / COS filing for crystalline & Amorphous
• Loratadine Syrup with Ambroxol and Rosuvastatin Calcium, Sitagliptin Phosphate,
Guaiphenesin Olmesartan Medoxomil & Candesartan
2) Benefits derived as a result of Research and Cilexetil.
Development (R&D) activities: • Greater focus on innovative, commercially
The Research and Development activities viable process know-how for both APIs and
undertaken by the Company have helped it in dosage forms.
improving its processes and build new product • Greater focus on the expansion of intellectual
pipeline both in API and formulation segments. property on all the work carried out in R&D.
Benefits derived as a result of the above efforts • Develop all possible combination of
including product improvement, cost reduction, Montelukast with other antihistamines.
new product development, import substitution etc. • To get the WHO GMP certificate for new plant
are detailed hereunder: and focus on export market.
• PCT Filing for a revised application “New • To focus on in-house API formulations.
polymorphic forms of Crystalline Rosuvastatin
4) Imported Technology (imported during last 3 years
calcium & Novel processes thereof”.
reckoned from beginning of the financial year)
• Patent Filing entitled “New Polymorphic Form
M2 of Crystalline Rosuvastatin Calcium & Novel None.
processes thereof”. 5) Expenditure incurred on Research and
• Patent Filing entitled “Improved process for Development (R&D)
removal of 3-Amino-4-(2,4,5-trifluorophenyl)
butanoic acid impurity in Sitagliptin The Company has incurred a total expenditure of Rs.
Phosphate”. 46.41 Lacs, in comparison to expenditure of Rs.
• Yield improvement and reduction in the input 30.57 Lacs in the previous year (including capital
quantities of raw material resulting in cost and revenue expenses), towards Research and
reduction and economization. Development.
• Process/Quality improvements and product up- C. FOREIGN EXCHANGE EARNINGS AND OUTGO
gradation as per customer requirements.
The information on earnings and outgo of foreign
• Cram business is being focused on major
exchange is given in notes to Financial Statements under
customers with high value products giving
note no. 30.
better gross margins.
• Cost improvement in different formulations by
Sushil Suri
Date: August 09, 2016 DIN: 00012028
29
ANNEXURE 'H'
MANAGEMENT DISCUSSION AND ANALYSIS
GLOBAL PHARMACEUTICAL SCENARIO quality generic drugs, due to higher efficacy, their price is
The global pharmaceutical industry has fared well in past expected to remain constant world over in the coming years.
economic recessions, but for now it has to operate in Generics should take a larger share of total global medicine
increasingly challenging environment comprising of volatile spend, reaching 36% ($421bn) by 2017.
marketplace, characterized by economic uncertainty, Demand for generic drugs should continue to rise as payers
reform-driven pricing pressures, increased demand for pursue avenues to reduce costs. Already, generics account
innovation and value, more focus on the consumer and for the majority of prescription drugs supplied in China with
consumer engagement and an ever-changing regulatory and around two-thirds of total sales value. In the United States,
risk environment. generic drugs already comprise about 70% of the pharma
Total global pharma sales, in nominal U.S. dollar terms, have market by volume. Generics sales in Brazil are increasing at
dropped by 2.7% in the last year. However, the longer-term a rate of 11% year on year. Japan's government recently
outlook remains positive. While spending growth is raised the target for generic use from 60% by the end of April
expected to pick up from 2016, the pressure to reduce costs, 2018 to 80% by April, 2021, given a faster pace of generic
increase efficiency and improve value remains intense. penetration than expected. Pricing pressures in the United
Because of these contradictory trends, global health care States and unstable economic conditions in Brazil, Russia,
spending is expected to increase by an annual average of and China, which collectively drive 50% of global pharma
4.3% till 2019, more slowly than it did before the 2009 revenue, have led to a slowdown in the pharma segment, as
recession. The global pharma sales should reach $1.4 trillion have tightening government health care budgets or
by 2019. reductions in out of-pocket expenditures in these countries
and others.
In US markets, spending growth was historically high for the
second year in a row at $310bn, driven by a wave of According to some experts, the patent cliff has now passed
innovative new medicines. In past ten years, real per capita its steepest point, but expiries and falling R&D productivity
spending on a net basis rose by 9.5% from $801bn to continue to affect the revenue of some research-based
$877bn. The biggest drivers of growth in 2014 viz. the pharma companies. Several large global companies
uptake of innovative brands, the prices of protected brands, continue to report declines in revenues or net income and, in
and a lack of major patent expiries continued to drive some cases, both.
growth in 2015. Specialty medicine spending increased on a Big pharma continues to explore alternatives to its
net price basis by 15% to $121bn in 2015. The surge of new traditional, high-margin blockbuster business model, with a
medicines remained strong and the use of recently launched focus on models that will position companies for success in
brands remained at historically high levels, while the savings an outcomes-based environment. Also, with price and cost
from brands facing generic competition were relatively low. pressures mounting, the segment is likely to see continuing
The study of top pharmaceutical companies shows that their increased consolidation. Pharma companies are adapting to
total revenue remained stagnant for the first time at US$ current market dynamics and positioning themselves for
501bn during the year 2015 with no growth at all over the growth through portfolio transformation, targeted deal-
previous year. Sales of pharmaceuticals and vaccine of these making, cost-cutting measures, and sharpened focus on
companies increased just 0.7% to $435bn in 2015 from high-performing therapeutic area (TA) and geographic
$432bn in previous year. markets.
One of the major reasons for the drop in sales of DOMESTIC PHARMACEUTICAL MARKET
pharmaceuticals and vaccines of top global companies is the Domestic Pharmaceuticals market has characteristics that
loss of patents of quite a few products in the recent years and make it unique. It is dominated by branded generics, making
a resultant increase in sales of generics in the US and up for 70 - 80% of the retail market. The local players enjoy a
European markets. After the expiry of Lipitor patent in 2010, dominant position driven by formulation development
a number of patents of several other blockbusters got expired capabilities and early investments. On account of intense
in the subsequent years. With increasing preference for competition, price levels are also low. While India ranks
30
tenth globally in terms of value, it is ranked third in volumes. sartans like Candesartan Cilexetil and Olmesartan
These characteristics present their own opportunities and Medoxomil. The Olmesartan Medoxomil has been
challenges. commercialized with DMF filing slated in current calendar
Various industry reports suggest that the industry has been year. In a similar fashion, Morepen has developed, produced
growing at 13 - 14% over the last 5 years. The Indian pharma & scaled up complex high value drug, Saxagliptin
industry, which is expected to grow at annual rate of 14 - Hydrochloride, with its commercial production. It is already
15% till 2020, will outperform the global pharma industry, in advanced stage for development of new anti-diabetic
which is set to grow at an annual rate of 4.3% during the drugs like Linagliptin in 'gliptin' series and Dapagliflozin
same periods. Presently the market size of the Propanediol in other unique 'gliflozin' series. Further
pharmaceutical industry in India stands at around US$ 16bn. products like Canagliflozin & Empagliflozin of the 'gliflozin'
series are under development. The Company foresees great
The Indian pharmaceuticals market is expected to grow to
market potential in these two categories. Besides this,
USD 50bn by 2020 driven by a steady increase in
development of other new complex molecules like
affordability and a step jump in market access. At the
'Fingolimod' of multiple sclerosis series and 'Aprepitant' of
projected scale, this market will be comparable to all
antiemetic series are also expected to be taken up. Morepen
developed markets other than the US, Japan and China. Even
has already developed various polymorphic forms of both
more impressive will be its level of penetration. In terms of
major anti-cholesterol drugs i.e. Atorvastatin Calcium &
volumes, India will be at the top, a close second only to the
Rosuvastatin Calcium including Morepen's new
US market. This combination of value and volume provides
polymorphic forms. Furthermore, Morepen is largest
interesting opportunities for upgrading therapy and
producer/ supplier of block buster anti-asthmatic drug
treatment levels.
Montelukast Sodium and anti-histaminic drug Loratadine
Rising income levels and enhanced medical infrastructure due to its technical strength. Besides this, during the year,
have reinforced the step-up in growth trajectories. This Morepen got COS approval on anti-histaminic drug
growth has been broad-based across therapy and geography Desloratadine and filed COS of Fexofenadine
segments. Several leading players are beginning to focus on Hydrochloride & Rosuvastatin Calcium.
new and emerging opportunities.
Besides continuous improvements are being made in all
Growth in medical infrastructure and health insurance existing molecules/ product portfolio to keep at par with
coverage has been in line with expectations. The treatment stringent standard of today's competitive market. Morepen is
of chronic diseases has gone up. The remarkable success of a also beginning to focus more on various high profile markets
few recent launches has demonstrated the true potential of like Japan, with its high standard or almost impurity free
patented products. API's & Intermediates. Morepen has commercialized &
The mix of therapies will continue to gradually move in supplied high purity/ impurity free Fexofenadine
favour of specialty and super-specialty therapies. Hydrochloride & Olmesartan Medoxomil to Japan whereas
Notwithstanding this shift, mass therapies will constitute half high purity Fexofenadine Intermediate, is already supplied
the market in 2020. Metro and Tier-I markets will make to Japan.
significant contributions to growth, driven by rapid Towards its journey of profitable growth and technological
urbanisation and greater economic development. The advancement, three new patent applications have been filed
acceptability of modern medicine and newer therapies will during the year including one PCT application for new
increase due to aggressive market creation by players, an polymorphs of Rosuvastatin Calcium. Furthermore,
increased acceptance of biologics and preventive medicine, Morepen is planning for approval/ recognition of its R&D
and a greater propensity to self-medicate. center from DSIR (Department of Scientific & Industrial
MOREPEN'S STRATEGY Research).
ACTIVE PHARMACEUTICAL INGREDIENTS (API) FORMULATIONS AND HOME HEALTH DIAGNOSTICS
Morepen has been handling complex chemical The Company is relentlessly working to expand its products
manufacturing processes since long. Greater emphasis is reach across all the domestic territories for its Home
being placed on various classes of advanced drugs & Diagnostics and Formulation products. Apart from enlarging
intermediates like Anti-hypertensive, anti-histaminic, anti- its product portfolio it is sticking to its strategy to continue
asthmatic & Anti-diabetic. It has already developed unique focus on those products, on which it has created a niche in
31
the market. The Company has been able to introduce new Biopharma, comprising vaccines, therapeutics and
product lines both in formulation as well as in health diagnostics, is the largest sub-sector contributing nearly 62%
diagnostic business. The Company, on account of its of the total revenues at US$ 1.9bn.
established brand name and trust enjoyed with its Indian pharmaceutical companies have been increasing
customers, is slated to record growth in the coming years. Research and Development (R&D) spending from 4-7% in
Continuous innovation in product ranges and product mix 2010 to 6-10% till 2016. The steps taken by many countries
will lead to improved business and financial performance. to contain health care costs i.e. price cuts, value-based
The competitive price offering for its various range of pricing and reimbursement, pro-generic policies and others,
products have helped the Company to enlarge its customer are posing key challenges to research-based pharma
base. The customers continue to repose faith in product companies.
offerings of the Company. OUTLOOK ON THREATS, RISKS AND CONCERNS
PRODUCT CONTRACT MANUFACTURING (PCM) AND Growth will continue to be challenging in the US, driven by
BRAND SHARING the large base effect, slower approvals and declining
The journey of delivering good quality products to its opportunity in small molecules. Those companies that invest
customers is being carried on during the year in the brand in a more diversified portfolio (including specialties and
sharing space. The vitamins, cardio and diabetic category biosimilars) are likely to have a better growth outlook,
has continued to be the main focused category. The although it comes with a higher investment risk. The R&D
Company is able to optimally utilize its formulation spending will remain higher as companies move towards
production capacities and capabilities. Brand Sharing niche & limited competition generics and build branded
business is forecasted to register promising growth potential portfolios, against a backdrop of strong volatility in plain
for the coming years. vanilla generics portfolio. Amid many growth opportunities,
The growth in operating revenues has been quite robust with the greatest challenges for the sector remains to increase
current year operating revenues touching Rs. 45,246.30 current good manufacturing practices and resolve issues
Lacs against preceding year revenues of Rs. 37,026.23 Lacs. with the US Food and Drug Administration being faced by
Operating Surplus of Rs. 6,537.57 Lacs was registered almost all large companies. The topmost priority for the
during the year, an increase of 36% against previous year's sector is Quality.
surplus of Rs. 4,794.72 Lacs. The Company is confident that India is better placed than many of its emerging market peers
it will sustain its growth trajectory in the coming years. in terms of growth and external factors such as the US rate
OPPORTUNITIES AHEAD tightening and a slowdown in China pose greater risks to the
economy than the sluggish pace of domestic reforms.
Indian pharmaceutical firms are eyeing acquisition
opportunities in Japan's growing generic market as the The changes to foreign regulations are hard to comply with
Japanese government aims to increase the penetration of on an ongoing basis for those companies selling abroad. The
generic drugs to 80% of the market by April 2021 from 30% other risk is price competition from existing incumbents
in 2014, due to ageing population and rising health costs. which could erode profits, especially in the non-innovator or
generics space.
However, the main factors driving health care demand like,
ageing populations, the rise of chronic diseases and the On the domestic front, the increase in scope of price
introduction of innovative and frequently expensive regulation remains a threat. Changes to pricing policies have
treatments (e.g., for cancer and Hepatitis C) should lead to impacted several Indian pharma players over the last two
increased pharma spending in 2016 and subsequent years. years. Large Indian companies have seen serious impact on
Chronic therapies continue to remain dominant in the performance on account of regulatory issues. Also, exports
market, growing at 19%, as against acute therapies at 12%. to less-regulated markets could have a negative impact.
These could be country specific issues like the ones
Domestic pharmaceutical market grew at a CAGR of 12%
witnessed in Russia where the currency depreciated sharply
year-on-year, broadly in line with the average of 12.9% since
on back of its dependence on oil exports.
April, 2015. India's biotechnology industry comprising bio-
pharmaceuticals, bio-services, bio-agriculture, bio-industry The sharp fluctuations in foreign exchange rates also impact
and bioinformatics is expected grow at an average growth the Company's financial results as API business is largely
rate of around 30% a year and reach US$ 100bn by 2025. export oriented, whereas 'Home Health Diagnostics'
32
business is largely import driven. opportunity to employees across all levels. The Company's
The above-mentioned details are being provided as traditions of fair play, equal opportunity and value chain
disclosure in relation to the Company's business by enhancement are alive and progressing. The Company
explaining the prevailing business environment. values the importance of Human capital and is judicious in
rewarding its workforce. It has strong belief in collective
FIXED ASSETS
efforts of all the team members. The inter-personal
Fixed Assets of the Company are generally well maintained relationship amongst workers, staff and officers has always
and are in good condition. been pleasant and of peaceful co-existence.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY As on March 31, 2016 there were 1,062 permanent
Your Company continues to place special emphasis on the employees on the rolls of the Company.
internal control systems by way of internal audit of the CAUTIONARY STATEMENT
various areas of operations of the Company and also by way
Statements/Declarations contained in the Management
of strengthening the systems & processes. Discrepancies and
Discussions and Analysis Report pertaining to strategies,
weaknesses, found at various levels are timely and
future plans and projections have been made in good faith.
adequately addressed with a view to efficiently manage the
Company's valuable resources. Market data and production information contained in this
report are based on the information gathered from various
HUMAN RESOURCES
published and unpublished reports and their authenticity
Your Company had been consistent in retaining experienced cannot be completely ensured/assured.The Management of
and talented manpower. The employees have shown their the Company reserves the right to re-visit any of the
faith in the Company by staying with it over the years and are predictive statements to decide the best course of action for
instrumental in the smooth running of the Company. the maximization of Shareholders' value/wealth besides
The Company believes in fair practices and equal meeting social and corporate obligations.
Sushil Suri
Date: August 09, 2016 DIN: 00012028
33
ANNEXURE 'I'
REPORT ON CORPORATE GOVERNANCE
[Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and forming part of the Directors' Report for the year ended March 31, 2016]
1. Company'S PHILOSOPHY ON CORPORATE GOVERNANCE

Morepen Laboratories Limited (MLL) strongly believes in adopting and adhering to the best corporate governance practices and
benchmarking itself against the industry's best practices. Corporate Governance encompasses a set of systems and practices to
ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all
transactions. The objective of corporate governance is to meet stakeholders' aspirations as well as the expectations of the
Society. It ensures greater transparency and timely reporting of the affairs of the Company to its stakeholders. The element of
Corporate Governance contributes in generating the value for its Stakeholders at large. The Company conducts its affairs in
compliance with the principles of Corporate Governance and in the process strives to adopt various legal and regulatory
measures with the ultimate objective of creating and maximizing stakeholders' wealth.
2. BOARD OF DIRECTORS
Composition and Category of Directors as on March 31, 2016
The Board consists of 6 Directors consisting of 2 Executive Directors, 3 Independent Non-Executive Directors and 1 Non-
Executive Director.
Your Directors have rich and diversified experience in the fields of managerial entrepreneurship, management, administration,
pharmaceuticals, banking, finance and taxation.
Pursuant to the provisions of Section 149(1) of the Companies Act, 2013, Rule 3 of Companies (Appointment and Qualification
of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended or re-enacted from time to time, the Company has appointed Ms. Archana S. Bhargava (DIN: 02505308) as a Non-
Executive Director (Additional Director) and has complied with the statutory requirement of appointment of a Woman Director
on the Board.
The details of composition, category and profile of Directors of the Company are as follows:
S. Name of Director Designation Category Qualification Nature of Expertise
No.
1. Mr. Sushil Suri Chairman & Promoter & B.Sc., FCA Managerial
Managing Director Executive Director Entrepreneurship
2. Mr. Manoj Joshi Director Independent Non- M.Com in Board Level
Executive Director Business and Policy
Administration Management
3. Mr. Sukhcharan Singh Director Independent Non- B.A., Retired Administration
Executive Director Inspector General
of Police
4. Mr. B. R. Wadhwa Director Independent Non- B. Com, FCA Taxation and
Executive Director Finance
5. Dr. A. K. Sinha Whole-Time Director Executive Director M.Sc., PHD Technical
6. Ms. Archana S. Director Non-Executive Director B.Sc. (H), M.Sc. International
Bhargava Business &
Corporate Credit
Management
Note:
• The Chairman of the Board is an Executive Director.
34
Board Meetings, attendance of each Director at the Board Meetings and the last Annual General Meeting (AGM), Membership /
Chairmanship of Boards or Board Committees
The Board meets at least four times a year to review the quarterly results and other items of the agenda and if necessary additional
meetings are held. The gap between two Board meetings does not exceed one hundred and twenty days. Board meeting dates are
finalised in consultation with the Directors and Notice of the meetings alongwith detailed agenda and other background notes or
information, which is essential for the Board to effectively and reasonably perform their duties and functions, are circulated well in
advance thereby enabling the Board to take informed decisions.
During the financial year under review, four Board Meetings were held i.e. on May 15, 2015, August 07, 2015, November 04, 2015
and February 08, 2016.
The details of number of Board Meetings held, attendance of each Director at the Board Meetings and the last Annual General
Meeting (AGM), number of Boards or Board Committees in which he/she is a Member or Chairperson and shareholding of each
Director is given below:
Name Date of No. of No. of Last Number of Share- All Committee
Appointment Board Board AGM directorship holding Membership
meetings meetings atten- in other Member Chairman
held during attended dance Companies
the year
Mr. Sushil Suri 01.02.1992 4 4 Yes 1 55,01,510 1 Nil
Mr. Manoj Joshi 27.06.1992 4 4 Yes Nil Nil 2 2
Mr. Sukhcharan Singh 15.06.2005 4 4 Yes 1 Nil 3 Nil
Mr. B. R. Wadhwa 15.06.2005 4 4 No 1 Nil 2 Nil
Dr. A. K. Sinha 15.06.2005 4 3 Yes Nil 100 Nil Nil
Ms. Archana S. Bhargava 04.11.2015 2* 2 No 1 Nil Nil Nil
*2 Board Meetings were held on/after the appointment of Ms. Archana S. Bhargava.
Note:
• The Directorships held by Directors as mentioned above does not include Directorships of foreign companies,
Companies registered under Section 8 of the Companies Act, 2013 and Private Limited Companies. As per the information provided to
the Company, the Committee memberships and chairmanships as mentioned above relates to Morepen Laboratories Limited and other
Companies.
• In accordance with Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
memberships/chairmanships of only the Audit Committee and Stakeholders Relationship Committee of all Public Limited Companies
have been considered.
Independent Directors Meeting
During the year under review a separate meeting of the Independent Directors of the Company was held on February 08, 2016, without the
presence of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non-
Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and
timelines of flow of information between the Company management and the Board. All the Independent Directors of the Company were
present in the meeting.
Familiarisation Programme for Independent Directors
The Company has put in place a system to familiarise the Independent Directors about the Company, its products, business and the on-going
events relating to the Company. The details of such familiarisation programme for Independent Directors have been posted on the website of
the Company and can be accessed at: http://www.morepen.com/pdf/Familiarisation-Programme-for-Independent-Directors.pdf.
Evaluation of the Board's Performance
During the year, the Board adopted Criteria for Performance Evaluation of Board, Committees & Directors of the Company, including the
Chairman of the Board. The Board Evaluation was carried out through a structured evaluation process covering various aspects of the Boards
35
functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations,
governance issues, etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board
Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest, etc.
The evaluation of Directors was carried out by the entire Board, excluding the Director being evaluated. The Directors were satisfied with
the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
3. AUDIT COMMITTEE
The Company has an Audit Committee, as per the requirements of Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee includes
the matters specified under Regulation 18 and Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 177 of the Companies Act, 2013, as amended from time to time and other matters referred by Board. The
Audit Committee oversees the work carried out in the financial reporting process by the Management, the Internal Auditors and
Independent Auditors.
Composition of the Committee:
The Audit Committee comprises of Mr. Manoj Joshi, as the Chairman while Mr. B.R. Wadhwa and Mr. Sukhcharan Singh are the other
members of the Committee. All the members of the Committee are Non-Executive Independent Directors and are financially literate, i.e.
have the ability to read and understand financial statements. One member of the Audit Committee possesses accounting or related
financial management expertise. The Chief Financial Officer, Statutory Auditors and Internal Auditors are the invitees to the meeting. The
Company Secretary of the Company acts as the Secretary to the Committee.
Meetings and attendance during the year:
During the period under review, four meetings were held i.e. on May 15, 2015, August 07, 2015, November 04, 2015 and February 08,
2016. The attendance of members was as follows:
S. Name of the Member Designation Category No. of meetings held Attendance
No.
1. Mr. Manoj Joshi Chairman Independent Non-Executive Director 4 4
2. Mr. Sukhcharan Singh Member Independent Non-Executive Director 4 4
3. Mr. B. R. Wadhwa Member Independent Non-Executive Director 4 4
4. NOMINATION AND REMUNERATION COMMITTEE

The Company has a duly constituted Nomination & Remuneration Committee. The Committee's constitution and terms of reference are
in compliance with the provisions of Regulation 19 and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 178 of Companies Act, 2013, as amended from time to time and other matters referred by the Board. The
primary role of the Nomination & Remuneration Committee includes the formulation of the criteria for determining qualifications,
positive attributes and independence of a Director, formulation of criteria for evaluation of performance of Directors, devising a policy
on diversity of board and identifying persons who are qualified to become Directors.
Composition of the Committee:
The Nomination & Remuneration Committee comprises of Mr. Manoj Joshi, as the Chairman while Mr. B.R. Wadhwa and Mr.
Sukhcharan Singh are the other members of the Committee. All the members of the Committee are Non-Executive Independent
Directors. Further, no remuneration is paid to the Non-Executive Directors except sitting fees. The Company Secretary of the Company
acts as the Secretary to the Committee.
Meetings and attendance during the year:
During the financial year under review, four meetings were held, i.e. on May 15, 2015, August 07, 2015, November 04, 2015 and
February 08, 2016. The attendance of members was as follows:
S. Name of the Member Designation Category No. of meetings held Attendance
No.
1. Mr. Manoj Joshi Chairman Independent Non-Executive Director 4 4
2. Mr. Sukhcharan Singh Member Independent Non-Executive Director 4 4
3. Mr. B. R. Wadhwa Member Independent Non-Executive Director 4 4
36
Remuneration Policy:
The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section
178 of the Companies Act, 2013 and Para A of Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, which shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a
Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial
Personnel, Senior Management and other employees.
The detailed policy formulated by Nomination and Remuneration Committee is annexed to the Directors Report of the Company as
ANNEXURE 'D'.
5. REMUNERATION TO DIRECTORS:
Details of remuneration disbursed to Executive and Non-Executive Directors, during the period under review are as under:
(Amount in Rs.)
Name of Director Salary Perks Commission Sitting Fee Total
Mr. Sushil Suri 44,73,408 12,66,857 Nil N.A. 57,40,265
Dr. A. K. Sinha 22,44,480 3,95,000 Nil N.A. 26,39,480
Mr. Manoj Joshi Nil Nil Nil 80,000 80,000
Mr. Sukhcharan Singh Nil Nil Nil 80,000 80,000
Mr. B. R. Wadhwa Nil Nil Nil 60,000 60,000
Ms. Archana S. Bhargava Nil Nil Nil 10,000 10,000
Note:
• The Directors are not given any bonuses, stock options, pension, etc.
• Notice period and other terms of appointment are as per the appointment letter, service contracts and resolution appointing the
respective Directors.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company's Stakeholders Relationship Committee's constitution and terms of reference are in compliance with the provisions of
Regulation 20 and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of
the Companies Act, 2013, as amended from time to time and other matters referred by Board.
The Stakeholders Relationship Committee is headed by Mr. Manoj Joshi, Chairman of the Committee, who is a Non-Executive Director,
while Mr. Sushil Suri and Mr. Sukhcharan Singh are its Members. Mr. Thomas P. Joshua, Company Secretary of the Company, has been
designated as Compliance Officer of the Company and acts as the Secretary of the Committee.
The Committee specifically looks into the redressal of shareholders and investors complaints like transfer of shares, non-receipt of
balance sheet, non-receipt of declared dividends etc., and ensures that share transfers are processed well within the stipulated time
period. The Company's Registrar and Transfer Agent 'MAS Services Limited' redresses the Investor Complaints with respect to shares,
dividend etc.
The Company received 23 shareholders/investors' complaints during the year and all complaints have been resolved/answered to the
satisfaction of the shareholders. No complaint remained un-attended/pending for more than 30 days. As on March 31, 2016 no investor
complaints were outstanding/pending.
7. CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE
The Corporate Social Responsibility (CSR) Committee of the Company was constituted by the Board on May 10, 2016 consequent to
qualifying with the criteria specified in Section 135 (1) of the Companies Act, 2013 in the financial 2016-17. The Committee's
constitution and terms of reference are in compliance with the provisions of Section 135 of the Companies Act, 2013 and rules framed
thereunder, as amended from time to time.
The Corporate Social Responsibility Committee comprises of Mr. Sushil Suri, Chairman of the Committee, while Mr. Manoj Joshi and Mr.
B. R. Wadhwa are its Members. Mr. Thomas P. Joshua, Company Secretary of the Company, shall act as the Secretary to the Committee.
37
8. GENERAL BODY MEETINGS
The General Body Meetings of the Company were held in accordance with the requirements of erstwhile SEBI Listing Agreement and
Companies Act, 2013.
Details of last three Annual General Meetings (AGMs):
Date & Time Location Special Resolution(s) Passed
18.09.2015 at 10.30 a.m. Morepen Village, Nalagarh Road, Near Baddi, Re-appointment of Chairman &
Distt. Solan, Himachal Pradesh Managing Director
19.09.2014 at 10:30 a.m. Morepen Village, Nalagarh Road, Near Baddi, -
Distt. Solan, Himachal Pradesh
13.09.2013 at 10:30 a.m. Morepen Village, Nalagarh Road, Near Baddi, Appointment of Auditors
Distt. Solan, Himachal Pradesh
Details of Extra Ordinary General Meetings (EGMs):

No Extra-Ordinary General Meeting has been held during the period under review.
Postal Ballot:
No Special Resolution was passed or required to be passed, during the period under review, through postal ballot. Further, no Special
Resolution is proposed to be conducted through postal ballot.
Remote e-voting and ballot voting at the AGM:
To allow the members to vote on the resolutions proposed at the AGM, the Company has arranged for a remote e-voting facility. The
Company has engaged Central Depository Services (India) Limited (CDSL) to provide remote e-voting facility to all the members.
Members whose names appear on the register of members as on the 'cut-off date' shall be eligible to participate in the e-voting. The
preference shareholders, whose dividends on preference shares have remained unpaid for more than two years, are entitled to vote on all
matters at the Annual General Meeting and their voting rights shall be in proportion to their share in paid up capital of the Company.
9. SUBSIDIARY MONITORING FRAME WORK
All the Subsidiary Companies are Board managed having the rights and obligations to manage the Company in the best interest of their
stakeholders. The Company monitors the performance of such companies by reviewing the financial statements, minutes, etc.
The Company has one material non-listed Subsidiary Company, Dr. Morepen Limited. Pursuant to the requirements of Regulation 24 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company's policy for determining 'material'
subsidiaries, the Company has appointed one of its Independent Directors on the Board of the aforesaid material non-listed Subsidiary
Company. The web link for the policy is http://www.morepen.com/pdf/Policy-for-Determining-Material-subsidiary.pdf.
Brief details of Company's Subsidiary Companies as on March 31, 2016 is given below:
S.No. Name of the Subsidiary Country in which operating
1. Dr. Morepen Limited India
2. Total Care Limited India
3. Morepen Inc. USA
The Company has liquidated its stake in Morepen Max Inc., USA during the year under review.
10. MEANS OF COMMUNICATION
The Board of Directors approves and takes on record the Unaudited Quarterly Results and Audited Annual Results and forthwith sends
the results to both Stock Exchanges, i.e. NSE and BSE, where the shares of the Company are listed. The same are published within 48
hours in various newspapers like 'Financial Express' (English) and 'Jansatta' (Hindi) having wide coverage, with a view that results are
communicated to maximum number of stakeholders, and are also displayed on the website of the Company and the Stock Exchanges,
where the equity shares of the Company are listed, as given below:
Morepen Laboratories Limited http://www.morepen.com
National Stock Exchange http://www.nseindia.com
Bombay Stock Exchange http://www.bseindia.com
On the happening of any material event, an official news release is made to the Newspapers/Press, Stock Exchanges and the same are also
displayed on the Company website and disseminated to Stock Exchanges.
38
In accordance with the provisions of the Companies Act, 2013 and Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company sends Annual Reports and Notice of Annual General Meeting along with Proxy Form
electronically/physically to its stakeholders. Management Discussion and Analysis Report of the Company forms part of this Annual
Report.
11. GENERAL SHAREHOLDER INFORMATION
a). Date, Time and Venue of Friday, September 23, 2016 at 10:30 a.m. at Morepen Village,
Annual General Meeting (AGM) Nalagarh Road, Near Baddi, Distt. Solan, Himachal Pradesh - 173 205
b). Financial Year April, 01 to March, 31
c). Date of Book Closure Saturday, September 17, 2016 to Friday, September 23, 2016
(both days inclusive) for AGM
d). Stock Exchanges National Stock Exchange of India Limited (NSE)
Exchange Plaza, Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051
BSE Limited (BSE)
Floor 25, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001
Listing fees for the year 2016-17 has been duly paid to NSE & BSE.
e). Stock code NSE BSE
Symbol MOREPENLAB Scrip Code 500288
ISIN No. INE083A01026 ISIN No. INE083A01026
RIC Code Morl.ns RIC Code Morl.ns
f). Registrar to an Issue and Share Transfer MAS Services Limited
Agents (RTA) T-34, 2nd Floor, Okhla Industrial Area,
Ph.- II, New Delhi - 110 020
Tel. No.: 011-2638 7281/82/83; Fax. No.: 011-2638 7281
e-mail id: [email protected]; website: www.masserv.com
g). Share Transfer System Share Transfer System of the Company is computerized and M/s. MAS
Services Limited is the Company's Registrar and Share Transfer Agent (RTA)
for equity shares (kept in physical as well as electronic mode). The requests
for share transfer, transmission, sub-division, consolidation, renewal, re-mat,
duplicate etc. are processed and share certificates duly endorsed/issued are
dispatched within the prescribed time period, subject to documents being
valid and complete in all respects. The Company Secretary acts as the
Compliance Officer of the Company, who oversees the process of share
transfer/transmission, re-mat/de-mat, etc. on regular basis and reports to the
Board of Directors/Stakeholders Relationship Committee of the Directors.
In compliance with the Regulation 7(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Company submits a
Compliance certificate duly signed by the compliance officer of the
Company and the authorised representative of the Share Transfer Agent,
within one month of each half of the financial year, stating that all activities in
relation to both physical and electronic share transfer facility are maintained
by the Company's Registrar and Share Transfer Agent (RTA) M/s. MAS
Services Limited.
Further, the Share Transfer system is audited by a firm of Practicing Company
Secretaries and a half-yearly certificate of compliance, issued by it, with
regard to the issuance of share certificates within 30 days of lodgement for
transfer, sub-division, consolidation, renewal etc., is submitted to the stock
exchanges pursuant to Regulation 40(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
39
h). Dematerialization of Shares and Liquidity The Equity Shares of the Company are in compulsory de-mat segment and are
available for trading in the depository systems of both the National Securities
Depository Limited and the Central Depository Services (India) Limited. The
ISIN Number of Company on both the NSDL and CDSL is INE083A01026.
As on March 31, 2016, 23,01,62,295 Equity Shares of Rs. 2/- each (51.17%)
are held in electronic/de-mat form.
i). Commodity price risk or foreign The Company is not engaged in commodity trading, hedging or exchange
exchange risk and hedging activities risk management activities.
j). Plant Locations • Morepen Village, Nalagarh Road, Near Baddi,
Distt. Solan, Himachal Pradesh 173 205
• Plot No.12 B & Plot No.12 C, Sector-2, Parwanoo, District Solan,
Himachal Pradesh
• Village Masulkhana, District Solan, Himachal Pradesh
k). Address for correspondence Registered Office:
Morepen Village, Nalagarh Road,
Near Baddi, Distt. Solan, Himachal Pradesh - 173 205
Tel No.: 01795 - 276201/02/03; Fax No.: 01795 - 276204
Email id: [email protected]; Website: www.morepen.com
Corporate Office:
409, Antriksh Bhawan,
22, K.G. Marg, New Delhi - 110 001
Tel No.: 011 - 2332 4443/2371 2025
Fax No.: 011 - 2372 2422
Email id: [email protected]; Website: www.morepen.com
Investor Correspondence (RTA):
MAS Services Ltd.
Unit: Morepen Laboratories Limited
T-34, 2nd Floor, Okhla Ind. Area, Ph. II
New Delhi - 110 020
Tel No.: 011 - 2638 7281/82/83; Fax No.: 011 - 2638 7281
Email id: [email protected]; Website: www.masserv.com
l). Market Price Data :

Month BSE NSE
High Low High Low
April, 2015 18.90 11.50 18.90 11.40
May, 2015 16.60 12.15 16.60 12.15
June, 2015 13.08 10.05 13.10 10.00
July, 2015 14.87 11.25 15.10 11.10
August, 2015 17.70 11.76 17.70 11.80
September, 2015 14.44 11.36 14.45 11.35
October, 2015 20.87 13.71 20.85 13.70
November, 2015 29.05 18.20 29.00 18.25
December, 2015 39.40 26.10 39.35 26.05
January, 2016 41.80 21.10 41.75 21.00
February, 2016 35.15 23.50 35.15 23.55
March, 2016 28.70 24.40 28.75 24.35
(Source: Official website of BSE & NSE)
40
m). Performance of Morepen Share Price in comparison to broad based indices such as BSE Sensex and NSE CNX Nifty:
Nifty Sensex Morepen
30,000.00 40.00
35.00
25,000.00
30.00
20,000.00
25.00
15,000.00 20.00
15.00
10,000.00
10.00
5,000.00
5.00
0.00 0.00
5
15
15
16
16
6
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n). Distribution of shareholding as on March 31, 2016

No. of Equity Shares held No. of % of No. of % of Total
shareholders shareholders shares shareholding
Upto 5,000 1,24,573 91.83 8,21,02,568 18.25
5,001-10,000 6,794 5.01 2,39,23,841 5.32
10,001-20,000 2,447 1.80 1,80,24,166 4.01
20,001-30,000 643 0.47 81,69,728 1.81
30,001-40,000 313 0.23 56,59,116 1.26
40,001-50,000 202 0.15 46,18,384 1.03
50,001-1,00,000 383 0.28 1,36,61,939 3.04
1,00,001 and above 309 0.23 29,36,66,461 65.28
Total 1,35,664 100.00 44,98,26,203 100.00
41
Categories of shareholders as on March 31, 2016
Category No. of shares held Shareholding (%)
Promoters Holdings 15,53,71,588 34.54
Financial Institutions/Banks 73,22,366 1.63
Insurance Companies 2,16,64,879 4.82
Foreign Institutional Investors 5,85,30,000 13.01
Bodies Corporate 3,00,04,333 6.67
Individuals 16,67,15,973 37.06
NRI/OCBs 50,59,771 1.12
Others (Foreign Company, Trust and Clearing Member) 51,57,293 1.15
Total 44,98,26,203 100.00
o). Outstanding GDRS/ADRS/Warrants or any Convertible Instruments, Conversion date and likely impact on Equity:
Type of Security Date of Conversion/Redemption Likely impact on Equity
97,35,201 - 0.01% Optionally Convertible Optionally Convertible into Equity The exact impact on the equity
Preference Shares (OCPS) Shares at the end of 7 years from the would be determined only at the
respective date of its allotment. time of conversion of OCPS into
equity shares.
The above shares have been allotted as per 97,35,201 0.01% OCPS have fallen The OCPS would be converted
the following details: due for redemption / conversion as into Equity Shares at a price
follows: determined as per the provisions
i. 70,40,276 allotted on May 4, 2007; i. 70,40,276 due on May 4, 2014; of SEBI (ICDR) Regulations, 2009
ii. 17,62,000 allotted on May 31, 2007; ii. 17,62,000 due on May 31, 2014; and other laws as may be
iii. 9,32,925 allotted on February 9, 2008 iii. 9,32,925 due on February 9, 2015 applicable.
12. EQUITY SHARES IN THE SUSPENSE ACCOUNT

In terms of Part F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
hereby reports the following details in respect of equity shares lying in de-mat unclaimed suspense account of the Company
which were issued in de-mat form and physical form:
Particulars Number of Number of
Shareholders equity shares
Aggregate number of shareholders and the outstanding shares
lying in the Unclaimed Suspense Account as on April 1, 2015 5,027 56,01,766
Number of shareholders who approached the Company for
transfer of shares from Unclaimed Suspense Account during the year 69 1,07,252
Number of shareholders to whom shares were transferred from the
Unclaimed Suspense Account during the year 69 1,07,252
Aggregate number of shareholders and the outstanding shares lying in
the Unclaimed Suspense Account as on March 31, 2016 4,958 54,94,514
Note:
• The voting rights in respect of the shares lying in the Unclaimed Suspense Account shall remain frozen till the rightful owner
of such shares claims the shares.
42
13. DEPOSITORY SERVICES
Shareholders may write to the Company or to the respective Depositories for any guidance on depository services:
National Securities Depository Ltd. Central Depository Services (India) Ltd.
Trade World, 4th Floor, Phiroze Jeejeebhoy Towers,
Kamla Mills Compound, 28th Floor, Dalal Street,
Senapati Bapat Marg, Lower Parel, Mumbai - 400 023
Mumbai - 400 013
Telephone : 022 - 2497 2964-70 Telephone : 022 - 2272 3333-3224
Fax : 022 - 2497 2993, 022-2497 6351 Fax : 022 - 2272 3199
14. CORPORATE GOVERNANCE COMPLIANCE
The Company complies with the Corporate Governance Requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of
sub-regulation 2 of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
15. OTHER DISCLOSURES
a) Disclosures on Materially significant related party transactions that may have potential conflict with the interests of the
Company at large:
During the period under review, the Company had not entered into any materially significant related party transaction with
any of its related parties i.e. transactions of the Company of material nature with its Promoters, the Directors or the
Management, their subsidiaries or relatives etc. Further, none of the transactions with any of the related parties were in
conflict with the interests of the Company at large.
The Company has formulated and adopted a Policy on Dealing with Related Party Transactions and the web-link for the
policy is http://www.morepen.com/ pdf/Policy-on-Dealings-with-Related-Party-Transactions.pdf.
The related party transactions are entered into based on considerations of various business exigencies such as synergy in
operations, sectorial specialization, etc.
The Company has made requisite disclosure with respect to related party transaction in the significant accounting policies
and note to accounts to the financial statements. Transactions with the related parties as per the requirements of AS 18 are
disclosed in Note no. 32 to the Financial Statements of the Company for the year ended March 31, 2016 forming part of this
Annual Report.
The Audit Committee has reviewed the related party transactions as mandatorily required under relevant provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. All the related
party transactions are done in the ordinary course of business and at arm's length basis with prior approval of the Audit
Committee.
b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI
or any Statutory Authority, on any matter related to capital markets, during the last three years:
In accordance with the requirements laid down in Section 149(1) of the Companies Act, 2013, Rule 3 of Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the communication from the Stock Exchanges, the Company has appointed a Woman
Director on the Board.
The Company strives to adhere to rules and regulations framed by Stock Exchanges(s), SEBI and other Govt. Authorities on
matters relating to capital markets.
The Equity Shares preferentially issued to Banks & Financial Institutions, excluding those issued to two allottees, wherein
certain observations were made by the Stock Exchanges, and Foreign Investor in 2007, as per the terms of Debt
Restructuring Scheme approved by the CDR cell have been listed on NSE & BSE, and are freely tradable on both the Stock
Exchanges. In respect of preferential allotment made to promoters of the Company, in-principle approval has been granted
by one of the Stock Exchanges while the approval from the other Stock Exchange is expected soon. Another allotment made
to a lender, in 2008, pursuant to the CDR Scheme, is under consideration of the Stock Exchanges.
c) Details of establishment of vigil mechanism, whistle blower policy and affirmation that no personnel has been denied
access to the Audit Committee:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the requirements of Companies Act, 2013 and
43
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and affirms that during the year
under review, no person has been denied access to the to the Audit Committee.
d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause:
The Company to the best of its knowledge and belief has complied with and adopted the mandatory requirements and some
of the non-mandatory requirements as stipulated under the Part E of Schedule II of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Company has adopted the following discretionary requirements of Part E of Schedule II of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015:
i. Reporting of Internal Auditor:
The Internal Auditor of the Company periodically reports directly to the Audit Committee.
ii. Modified opinion(s) in Audit Report:
There are no qualifications in the Independent Auditors Report on the Company's financial statements. The Company
wishes to continue in the regime of financial statements with unmodified audit opinion.
e) Disclosure of accounting treatment, if different, from that prescribed in Accounting Standards with explanations:
The financial statements are prepared under the historical cost convention, in accordance with the Indian Generally
Accepted Accounting Principles (GAAP), Accounting Standards (AS) issued by the Institute of Chartered Accountants of
India (ICAI) and the provisions of the Companies Act, 2013, as adopted and followed consistently by the Company.
The Company has made requisite disclosure with respect to contingent liabilities in the significant accounting policies and
notes to accounts, where necessary.
f) Code of Conduct:
Code of Conduct and Ethics for Directors and Senior Management Personnel:
Pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with
the Stock Exchanges, the Company has adopted Morepen's Code of Conduct for Board Members and Senior Management
Personnel which is also posted on the website of the Company www.morepen.com.
All the Board Members and Senior Management Personnel have confirmed compliance with the Code as on March 31,
2016. A declaration to that effect signed by the Managing Director & CEO is attached and forms part of the Annual Report of
the Company.
Code of Conduct to Regulate, Monitor and Report Trading by Insiders:
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 and with a view to regulate trading in securities by the
Promoters, Directors, Designated Persons, Employees and other connected persons, the Company has adopted a Code of
Conduct to Regulate, Monitor and Report Trading by Insiders.
g) CEO/CFO Certification:
The MD and CFO of the Company have certified to the Board with regard to the compliance made by them in terms of Part B
of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the certificate forms part of
this Annual Report.
DECLARATION PURSUANT TO PART D OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS

AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
In accordance with Part D of Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby
declare that all the Directors and Senior Management Personnel of the Company have affirmed compliance with Code of Conduct of
Board of Directors and Senior Management, as applicable to them, for the year ended March 31, 2016.
For Morepen Laboratories Limited
Sushil Suri
Date: August 09, 2016 DIN: 00012028
44
CEO/CFO CERTIFICATE PURSUANT TO PART B OF SCHEDULE II OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
To,
The Board of Directors/Audit Committee
Morepen Laboratories Limited
We, Sushil Suri, Chairman & Managing Director and Ajay Sharma, Chief Financial Officer, of Morepen Laboratories Limited, hereby
certify that:
a) We have reviewed financial statements and the cash flow statement for the financial year ended March 31, 2016 and that to the
best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
ii. these statements together present a true and fair view of the Company's affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company's code of conduct.
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 the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the auditors and the Audit committee
i. significant changes in internal control over financial reporting during the year;
ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company's internal control system over financial reporting.
For Morepen Laboratories Limited
Ajay Sharma Sushil Suri

Place: New Delhi (Chief Financial Officer) (Chairman & Managing Director)
Date: May 10, 2016 DIN: 00012028
45
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE PURSUANT TO PART E OF
SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
To,
The Shareholders / Members,
We have examined the compliance of conditions of Corporate Governance by Morepen Laboratories Limited (“the Company”) for
the financial year ended on March 31, 2016 as stipulated in Part E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 of the said Company with Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
review of procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
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 as stipulated in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 of the above mentioned Listing Agreement.
On the basis of information / documents provided to us, we state that in respect of investor grievances received during the financial
year ended March 31, 2016, no investor grievance is pending against the Company for a period exceeding one month as per the
records maintained by the Company which are presented to the Stakeholders Relationship Committee (Shareholders/Investor
Grievance Committee).
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For PD and Associates

Company Secretaries
CS Praveen Dua
Proprietor
Place: New Delhi FCS No. 3573
Date: August 09, 2016 C.P. No.2139
46
INDEPENDENT AUDITORS' REPORT
To
The Members of Morepen Laboratories Limited
Report on the Standalone Financial Statements
We have audited the acCompanying standalone financial Those Standards require that we comply with ethical requirements
statements of Morepen Laboratories Limited ('the and plan and perform the audit to obtain reasonable assurance
Company'), which comprise the balance sheet as at 31 about whether the financial statements are free from material
March 2016, the statement of profit and loss and the cash misstatement.
flow statement for the year then ended, and a summary of
An audit involves performing procedures to obtain audit evidence
significant accounting policies and other explanatory
about the amounts and the disclosures in the financial statements.
information.
The procedures selected depend on the auditors' judgment,
Management's Responsibility for the Standalone Financial including the assessment of the risks of material misstatement of
Statements the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal financial
The Company's Board of Directors is responsible for the
control relevant to the Company's preparation of the financial
matters stated in Section 134(5) of the Companies Act, 2013
statements that give a true and fair view in order to design audit
(“the Act”) with respect to the preparation and presentation
procedures that are appropriate in the circumstances, but not for
of these standalone financial statements that give a true and
the purpose of expressing an opinion on whether the Company
fair view of the financial position, financial performance and
has in place an adequate internal financial controls system over
cash flows of the Company in accordance with the
financial reporting and the operating effectiveness of such
accounting principles generally accepted in India, including
controls. An audit also includes evaluating the appropriateness of
the Accounting Standards specified under Section 133 of the
the accounting policies used and the reasonableness of the
Act, read with Rule 7 of the Companies (Accounts) Rules,
accounting estimates made by the Company's Directors, as well as
2014. This responsibility also includes maintenance of
evaluating the overall presentation of the financial statements.
adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the We believe that the audit evidence we have obtained is sufficient
Company and for preventing and detecting frauds and other and appropriate to provide a basis for our audit opinion on the
irregularities; selection and application of appropriate standalone financial statements.
accounting policies; making judgments and estimates that
Opinion
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that In our opinion and to the best of our information and according to
were operating effectively for ensuring the accuracy and the explanations given to us, the aforesaid standalone financial
completeness of the accounting records, relevant to the statements give the information required by the Act in the manner
preparation and presentation of the financial statements that so required and give a true and fair view in conformity with the
give a true and fair view and are free from material accounting principles generally accepted in India, of the state of
misstatement, whether due to fraud or error. affairs of the Company as at 31 March 2016 and its profit and its
cash flows for the year ended on that date.
Auditors' Responsibility
Report on Other Legal and Regulatory Requirements
Our responsibility is to express an opinion on these
standalone financial statements based on our audit. We have 1. As required by the Companies (Auditor's Report) Order, 2016
taken into account the provisions of the Act, the accounting (“the Order”) issued by the Central Government of India in
and auditing standards and matters which are required to be terms of sub-section (11) of section 143 of the Act, we give in the
included in the audit report under the provisions of the Act Annexure A a statement on the matters specified in the
and the Rules made there under. paragraph 3 and 4 of the Order, to the extent applicable.
We conducted our audit in accordance with the Standards 2. As required by Section 143 (3) of the Act, we report that:
on Auditing specified under Section 143(10) of the Act.
47
(a) we have sought and obtained all the information and (g) with respect to the other matters to be included in the
explanations which to the best of our knowledge and Auditors' Report in accordance with Rule 11 of the
belief were necessary for the purposes of our audit; Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according to
(b) in our opinion proper books of account as required by
the explanations given to us:
law have been kept by the Company so far as it
appears from our examination of those books; (i) the Company has disclosed the impact of pending
litigations on its financial position in its financial
(c) the balance sheet, the statement of profit and loss and
statements - Refer Note 18 to the financial statements;
the cash flow statement dealt with by this Report are
in agreement with the books of account; (ii) the Company did not have any long term contracts
including derivative contracts for which there were any
(d) in our opinion, the aforesaid standalone financial
material foreseeable losses;
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule (iii) no amount was required to be transferred to the Investor
7 of the Companies (Accounts) Rules, 2014; Education and Protection Fund by the Company.
(e) on the basis of the written representations received

from the directors as on 31 March 2016 taken on
For M Kamal Mahajan And Co.
record by the Board of Directors, none of the
directors is disqualified as on 31 March 2016 from
Firm's Regn. No. : 006855N
being appointed as a director in terms of Section 164
(2) of the Act;
M K Mahajan
(f) with respect to the adequacy of the internal financial New Delhi Partner
controls over financial reporting of the Company and May10, 2016 Membership No. : 017418
the operating effectiveness of such controls, refer to
our separate report in “Annexure B”.
48
Annexure - A to the Independent Auditors' Report
The Annexure referred to in our Independent Auditors' Compromise u/s 391 of the Companies Act, 1956 for the
Report to the members of the Company on the standalone fixed deposit holders by Hon'ble High Court of Himachal
financial statements for the year ended 31 March 2016, we Pradesh at Shimla and in compliance thereof issue of equity
report that: shares thereafter to the fixed deposit holders, in our opinion
there is no default by the Company of any of the relevant
(i) (a) The Company has maintained proper records
provisions of the Act. However, the Central Government has
showing full particulars, including quantitative
filed an appeal against the order approving the scheme, the
details and situation of fixed assets.
matter is pending in Himachal Pradesh High Court.
(b) As explained to us, most of the fixed assets have
(vi) We have reviewed the cost records maintained by the
been physically verified by the management
Company pursuant to the companies (Cost Records and
during the year and no material discrepancies
Audit) Rules,2014, as amended and prescribed by the
were noticed on such verification. In our opinion,
Central Government under sub-section (1) of section 148 of
the frequency of physical verification is
the Companies Act,2013 , and are of the opinion that, prima
reasonable having regard to the size of the
facie, the prescribed cost records have been made and
Company and the nature of its assets.
maintained.
(c) According to the information and explanations
(vii) (a) According to the information and explanations given to
given to us and on the basis of our examination of
us and on the basis of our examination of the records of
the records of the Company, the title deeds of the
the Company, the amount deducted /accrued in the
immovable properties are held in the name of the
books of accounts in respect of undisputed statutory
Company.
dues including sales-tax, service tax, duty of custom,
(ii) As explained to us, the inventory has been physically duty of excise, cess have generally been regularly
verified at reasonable intervals by the management & deposited with the appropriate authorities, however
no material discrepancies were noticed by the the Company is not regular in depositing the dues of
management. Employee's State Insurance, Provident fund & Income
(iii) According to the information and explanations tax (TDS), Value Added Tax though the delays in
furnished to us, the Company has not granted any loan deposit have not been serious.
secured or unsecured to companies, firms, Limited According to the information and explanations given to
Liability Partnerships or other parties covered in the us, no undisputed amount payable in respect of
register maintained under Section 189 of the provident fund, sales tax, value added tax, duty of
Companies Act, 2013 hence provisions of this clause custom, service tax, cess and other material statutory
are not applicable. dues were in arrears as on 31st March 2016 for a period
(iv) In our opinion and according to the information and of more than six months from the date they became
explanations given to us, the Company has complied payable except Company has not deposited the
with the provisions of section 185 and 186 of the following amount of advance income tax:
Companies Act,2013 with respect to the loans, Statement of Arrears of Statutory Dues Outstanding
guarantees, security and investment. for more than Six months
(v) With approval of scheme of Arrangement and
Name of the Statute Nature of the Dues Amount (Rs) Period to which Due Date Date of
amount relates payment
Income Tax Act-1961 Advance Income tax 62,58,158 FY 15-16 15th June'2015 Not paid
Income Tax Act-1961 Advance Income tax 80,62,000 FY 15-16 15th Sep'2015 Not paid
49
(b) There is no amount due in respect of Income-tax, Sales-tax, VAT, Service-tax ,Customs duty, cess outstanding as at 31st
March, 2016 due to any dispute. According to the information provided to us, the following duties of excise have not
been deposited by the Company on account of disputes:
Sl. Name of the statute Nature of dues Amount Period to which Forum where
No. (in Rs) the amount relates dispute is pending
1 Central Excise Act, 1944 Excise duty. Penalty, 20,78,115 April 2003 to CESTAT -
Fine and Interest July 2003 Ahmedabad
2 Central Excise Act, 1944 Excise duty. Penalty, 5,13,70,960 August 2001 to CESTAT - Delhi
Fine and Interest April 2004
3 Central Excise Act, 1944 Excise duty. Penalty, 58,11,038 June 2004 to CESTAT-Chandigarh
Fine and Interest July 2008
4 Central Excise Act, 1944 Excise duty. Penalty, 60,09,317 June 2004 to CESTAT-Chandigarh
Fine and Interest March 2009
5 Central Excise Act, 1944 Excise duty. Penalty, 74,894 December 2008 to CESTAT-Chandigarh
6 Central Excise Act, 1944 Excise duty. Penalty, 11,88,263 April 2009 to CESTAT-Chandigarh
Fine and Interest September 2010
9 Central Excise Act, 1944 Excise duty. Penalty, 45,79,973 February 2006 CESTAT -Delhi
Fine and Interest
10 Central Excise Act, 1944 Excise duty. Penalty, 5,95,182 April 2010 to Commissioner of
Fine and Interest December 2010 Appeal-Chandigarh
11 Central Excise Act, 1944 Excise duty. Penalty, 20,46,159 January 2011 to Commissioner of
Fine and Interest June 2015 Appeal- Chandigarh
(viii) According to information and explanation given to us by the management , the defaults in making payments to Banks/FIs by
the Company is as under:
(Figures in Lacs)
Name of Lenders Principal Amount Period of default Interest Amount Period of default
UCO Bank 116.08 1 Day 96.71 Less than 3 months
Karur Vysya Bank 28.28 1 Day 24.31 Less than 3 months
Exim Bank 75.00 1 Day 64.51 Less than 3 months
SICOM Ltd. 88.30 1 Day 8.16 Less than 3 months
IFCI Ltd. 45.72 20 Months 6.88 12 Months
50
(ix) According to the information and explanations given to Act, 2013 where applicable and details of such transactions
us and based on our examination of the records of the have been disclosed in the financial statements as required
Company, the Company did not raise any money by by the applicable accounting standards.
way of initial public offer or further public offer (xiv) According to the information and explanations given to us
(including debt instruments) during the year. However and based on our examination of the records of the
term loans were applied for the purpose for which those Company, the Company has not made any preferential
are raised during the year. allotment or private placement of shares or fully paid
(x) According to the information and explanations given to convertible debentures during the year.
us, no fraud by the Company or on the Company by its (xv) According to the information and explanations given to us
officers or employees has been noticed or reported and based on our examination of the records of the
during the year. Company, the Company has not entered into any non- cash
(xi) According to the information and explanations given to transaction with directors or person connected with them
us and on the basis of our verification of books of during the year.
accounts of the Company, the Company has (xvi) The Company is not required to be registered under section
paid/provided for Managerial remuneration in 45-IA of the Reserve Bank of India Act,1934.
accordance with the requisite approvals mandated by
the provisions of section 197 of Companies Act, 2013
read with Schedule V of the Act.
(xii) In our opinion and according to information and For M Kamal Mahajan And Co.
explanations given to us, the Company is not a Nidhi Chartered Accountants
Company. Accordingly, paragraph 3(xii) of the order is Firm's Regn. No: 006855N
not applicable.
(xiii) According to the information and explanations given to
us and based on our examination of the records of the
Company, transactions with the related parties are in M K Mahajan
compliance with sections 177 & 188 of the Companies New Delhi Partner
Annexure - B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over by the Institute of Chartered Accountants of India ('ICAI'). These
financial reporting of Morepen Laboratories Limited (“the responsibilities include the design, implementation and
Company”) as of March 31, 2016 in conjunction with our maintenance of adequate internal financial controls that were
audit of the standalone financial statements of the Company operating effectively for ensuring the orderly and efficient conduct
for the year ended on that date. of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds
Management's Responsibility for Internal Financial
and errors, the accuracy and completeness of the accounting
Controls
records, and the timely preparation of reliable financial
The Company's management is responsible for establishing
information, as required under the Companies Act, 2013.
and maintaining internal financial controls based on the
Auditors' Responsibility
internal control over financial reporting criteria established
by the Company considering the essential components of Our responsibility is to express an opinion on the Company's
internal control stated in the Guidance Note on Audit of internal financial controls over financial reporting based on our
Internal Financial Controls over Financial Reporting issued audit. We conducted our audit in accordance with the Guidance
51
Note on Audit of Internal Financial Controls over Financial (2) provide reasonable assurance that transactions are recorded as
Reporting (the “Guidance Note”) and the Standards on necessary to permit preparation of financial statements in
Auditing, issued by ICAI and deemed to be prescribed under accordance with generally accepted accounting principles, and
section 143(10) of the Companies Act, 2013, to the extent that receipts and expenditures of the Company are being made
applicable to an audit of internal financial controls, both only in accordance with authorisations of management and
applicable to an audit of Internal Financial Controls and both directors of the Company; and (3) provide reasonable assurance
issued by the Institute of Chartered Accountants of India. regarding prevention or timely detection of unauthorised
Those Standards and the Guidance Note require that we acquisition, use or disposition of the Company's assets that could
comply with ethical requirements and plan and perform the have a material effect on the financial statements.
audit to obtain reasonable assurance about whether
Inherent Limitations of Internal Financial Controls Over
adequate internal financial controls over financial reporting
Financial Reporting
was established and maintained and if such controls
Because of the inherent limitations of internal financial controls
operated effectively in all material respects. Our audit
over financial reporting, including the possibility of collusion or
involves performing procedures to obtain audit evidence
improper management override of controls, material
about the adequacy of the internal financial controls system
misstatements due to error or fraud may occur and not be detected.
over financial reporting and their operating effectiveness.
Also, projections of any evaluation of the internal financial
Our audit of internal financial controls over financial
controls over financial reporting to future periods are subject to the
reporting included obtaining an understanding of internal
risk that the internal financial control over financial reporting may
financial controls over financial reporting, assessing the risk
become inadequate because of changes in conditions, or that the
that a material weakness exists, and testing and evaluating
degree of compliance with the policies or procedures may
the design and operating effectiveness of internal control
deteriorate.
based on the assessed risk. The procedures selected depend
on the auditor's judgment, including the assessment of the Opinion
risks of material misstatement of the financial statements,
In our opinion, the Company has, in all material respects, an
whether due to fraud or error. We believe that the audit
adequate internal financial controls system over financial
evidence we have obtained is sufficient and appropriate to
reporting and such internal financial controls over financial
provide a basis for our audit opinion on the Company's
reporting were operating effectively as at March 31, 2016, based
internal financial controls system over financial reporting.
on the internal control over financial reporting criteria established
Meaning of Internal Financial Controls over Financial by the Company considering the essential components of internal
Reporting control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of
A Company's internal financial control over financial
Chartered Accountants of India.
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and For M Kamal Mahajan And Co.
the preparation of financial statements for external purposes Chartered Accountants
in accordance with generally accepted accounting Firm's Regn. No: 006855N
principles. A Company's internal financial control over
financial reporting includes those policies and procedures M K Mahajan
that (1) pertain to the maintenance of records that, in New Delhi Partner
reasonable detail, accurately and fairly reflect the May10, 2016 Membership No.: 017418
transactions and dispositions of the assets of the Company;
52
Balance Sheet
As at 31st March, 2016
(Rs. in Lacs)
As at As at
Notes 31.03.2016 31.03.2015
EQUITY AND LIABILITIES
1. SHAREHOLDERS' FUNDS
Share capital 2 20961.06 20961.06
Reserves and Surplus 3 11924.40 10346.60
32885.46 31307.66
2. NON - CURRENT LIABILITIES
Long-term borrowings 4 4274.18 6222.42
Other Long - term liabilities 5 176.00 176.20
Long-term provisions 6 1071.43 870.87
5521.61 7269.49
3. CURRENT LIABILITIES
Short-term borrowings 7 - 223.32
Trade payables : 8
Total outstanding dues of micro enterprises and small enterprises 42.67 44.73
Total outstanding dues of creditors other than micro enterprises
and small enterprises 10705.46 7810.47
Other current liabilities 9 3913.90 3281.88
Short-term provisions 6 416.47 83.58
15078.50 11443.98
TOTAL 53485.57 50021.13
ASSETS
1. NON-CURRENT ASSETS
Fixed Assets
Tangible Assets 10 21588.91 24342.53
Intangible Assets 47.02 50.07
21635.93 24392.60
Non-current Investments 11 11769.48 11794.22
Long-term loans and advances 12 5392.44 3393.47
38797.85 39580.29
2. CURRENT ASSETS
Inventories 13 4081.93 3536.31
Trade receivables 14 8035.47 4844.52
Cash and cash equivalents 15 363.06 859.85
Short-term loans and advances 16 1626.73 889.08
Other current assets 17 580.53 311.08
14687.72 10440.84
TOTAL 53485.57 50021.13
SIGNIFICANT ACCOUNTING POLICIES 1
NOTES ON FINANCIAL STATEMENTS 2-37
As per our separate report of even date For & on behalf of the Board of Directors of Morepen Laboratories Ltd.
For M.Kamal Mahajan And Co. (Sushil Suri) (Manoj Joshi)

Chartered Accountants Chairman & Managing Director Director
Firm Regn. No. 006855N DIN : 00012028 DIN : 00036546
(M.K. Mahajan) (Ajay Sharma) (Thomas P. Joshua)

Partner Chief Financial Officer Company Secretary
Membership No. 017418
Place : New Delhi
Date : 10th May, 2016
53
Statement of Profit and Loss
For the Year Ended 31st March, 2016
(Rs. in Lacs)
Year Ended Year ended
Notes 31.03.2016 31.03.2015
REVENUE
Revenue from operations (Gross) 19 46151.78 37785.94
Less : Excise Duty 905.48 759.71
Revenue from operations (Net) 45246.30 37026.23
Other Income 20 117.24 136.17
Total Revenue 45363.54 37162.40
EXPENSES
Cost of materials consumed 21 18159.46 14522.67
Purchases of Stock-in-Trade 22 10226.71 8322.11
Changes in inventories of finished goods, work-in-progress and
stock-in-trade 23 (445.60) 206.63
Employee benefits expense 24 5166.65 4352.37
Finance Costs 25 1041.29 863.30
Depreciation and amortization expense 10 3492.18 3859.49
Other expenses 26 5718.75 4963.90
Total expenses 43359.44 37090.47
Profit/(Loss) before exceptional and extraordinary items and tax 2004.10 71.93
Exceptional items - -
Profit/(Loss) before extraordinary items and tax 2004.10 71.93
Extraordinary Items - Expense (440.00) -
Profit/(Loss) before tax 1564.10 71.93
Tax expense:
(1) Current Tax (MAT) 337.68 13.70
(2) MAT Credit Entitlement (337.68) -
(3) Earlier Years (13.70)
Profit/(Loss) for the year 1577.80 58.23
Earning per equity share of Rs. 2/- each: 33
(1) Basic 0.35 0.002
(2) Diluted 0.35 0.002


Place : New Delhi
54
Cash Flow Statement
For the Year Ended 31st March, 2016
(Rs. in Lacs)
Year Ended Year Ended
Notes 31.03.2016 31.03.2015
A. CASH FLOWS FROM OPERATING ACTIVITIES :
Adjustments for :
Depreciation & Amortisation 10 3492.18 3859.49
(Profit)/Loss on Sale of Fixed Assets (1.40) (0.49)
Finance Cost (Net) 25 1041.29 863.30
Operating profit before changes in current assets and liabilities 6536.17 4794.23
Changes in current assets and liabilities -
Trade Receivables 14 (3190.95) (835.57)
Short Term Loans and advances and other current assets 16, 17 (1007.09) (110.90)
Inventories 13 (545.62) (245.34)
Current liabilities 6,7,8,9 3634.50 1485.50
Cash generated from operations 5427.01 5087.92
Tax expense (13.70) 13.70
Cash Flow before extraordinary items 5440.71 5074.22
Extraordinary items (440.00) -
NET CASH GENERATED FROM OPERATING ACTIVITIES 5000.71 5074.22
B. CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets 10 (787.79) (481.46)
Sale of Fixed Assets 53.68 0.80
Sale of Non-Current Investments 11 24.74 -
Long-term loans and advances 12 (1998.97) (2541.57)
NET CASH USED IN INVESTING ACTIVITIES (2708.34) (3022.23)
C. CASH FLOWS FROM FINANCING ACTIVITIES:
Finance Cost (Net) 25 (1041.29) (863.30)
Change in Long Term borrowings (Net) 4 (1948.24) (1242.58)
Change in Other Long Term liabilities & provisions (Net) 5,6 200.37 107.22
NET CASH USED IN FINANCING ACTIVITIES (2789.16) (1998.66)
Net Increase/(Decrease) in Cash and Cash equivalents (A+B+C) (496.79) 53.33
Cash and Cash equivalents as at 01.04.2015 859.85 806.52


Place : New Delhi
55
1. SIGNIFICANT ACCOUNTING POLICIES
1.1 Basis for preparation of financial statements 1.4. Depreciation
The financial statements have been prepared in a) Depreciation on fixed assets is provided on
accordance with Indian Generally Accepted straight-line method at the rates prescribed by the
Accounting Principles (GAAP) under the historical schedule II of the Companies Act, 2013 and in the
cost convention on an accrual basis of accounting and manner as prescribed by it.
comply with applicable Accounting Standards as b) Cost of leasehold land is not amortized over the
prescribed under Section 133 of the Companies Act, period of lease.
2013 read with Rule 7 of the Companies (Accounts)
c) Intangible assets are amortized over their
Rules 2014, the provisions of the Act (as applicable),
respective individual estimated useful life on
and guidelines issued by the Securities and Exchange
straight line basis, commencing from the date the
Board of India. Accounting policies have been
asset is available to the company for its use.
consistently applied except where a newly issued
accounting standard is initially adopted or a revision 1.5. Investments
to an existing accounting standard requires a change Investments are stated at cost. Provision is made,
in the accounting policy hitherto in use. where, there is a permanent fall in the value of
1.2 Use of Estimates investment.
The presentation of financial statements requires the 1.6. Foreign exchange transactions
management of the company to make estimates and Foreign currency liabilities covered by forward
assumptions that affect the reported balances of assets contracts/swap agreements are stated at the forward
and liabilities and disclosures relating to the contracts/swap agreements rates, while those not
contingent liabilities as at the date of financial covered by forward contracts/swap agreements are
statements and the reported amount of income and restated at rates ruling at the year-end. Other
expenses during the year. Examples of such estimates exchange differences are dealt with in the statement
include provisions for doubtful debts, employee of profit and loss.
benefits, provisions for income taxes, useful life of 1.7. Valuation of inventories
depreciable assets and provisions for impairments. Stocks of raw materials and other ingredients have
Accounting estimates could change from period to been valued on First in First Out (FIFO) basis, at cost or
period. Actual results could differ from those net realizable value whichever is less, finished goods
estimates. Changes in estimates are reflected in the and stock-in-trade have been valued at lower of cost
financial statements in the period in which changes and net realizable value, work-in-progress is valued at
are made and, if material, their effects are disclosed in raw material cost up to the stage of completion, as
the notes to financial statements. certified by the management on technical basis.
1.3. Fixed assets Goods in transit are carried at cost.
a) Tangible assets are stated at cost, less 1.8. Revenue Recognition
accumulated depreciation and impairment, if a) Sales are stated net of returns, excise duty and
any. Direct costs are capitalised until such assets sales tax.
are ready for use. Capital work-in-progress b) Dividend income is accounted for when the right
comprises of the cost of fixed assets that are not to receive the same is established.
yet ready for their intended use at the reporting
c) Interest on calls-in-arrears on share capital is
date. Capital work in progress includes pre-
accounted for as and when received.
operative expenses.
1.9. Researches and Development
b) Intangible assets are recorded at the
consideration paid for acquisition of such assets a) Capital expenditure on research and
and are carried at cost less accumulated development is included in the cost of fixed
amortization and impairment. assets.
c) Expenditure incurred on projects / expansion b) Revenue expenditure on research and
during implementation is capitalized and development is charged to the statement of profit
apportioned to various assets on commissioning / & loss.
completion of the same.
56
1.10. Taxation share, the net profit or loss for the period attributable
The provision for taxation is ascertained on the basis to equity shareholders and the weighted average
of assessable profits computed in accordance with the number of shares outstanding during the period are
provisions of the Income Tax Act, 1961. adjusted for the effects of all dilutive potential equity
shares. The dilutive potential equity shares are
Minimum alternate tax (MAT) payable in accordance
deemed converted as at beginning of the period,
with the tax laws, which gives rise to future economic
unless they have been issued at a later date.
benefits in the form of tax credit against future tax
liability, is recognised as an asset in the Balance Sheet 1.14 Employee Retirement benefits
if there is convincing evidence that the Company will Short term employee benefits
pay normal tax in coming years and the resultant asset All employee benefits payable/available within
can be measured reliably. twelve months of rendering the service are classified
Deferred tax is recognized, subject to the as short term employee benefits. Benefits such as
consideration of prudence, on timing differences, salaries, wages and bonus etc., are recognised in the
being the difference between taxable incomes and statement of profit and loss in the period in which the
accounting income that originate in one period and employee renders the related service.
are capable of reversal in one or more subsequent Defined benefit plans
periods.
Defined benefit plans of the company consist of
1.11. Impairment of Assets gratuity and leave encashment.
The company determines whether there is any - Gratuity
indication of impairment of carrying amount of
The company has an obligation towards gratuity, a
company's assets. The recoverable amounts of such
defined benefit retirement plan covering eligible
assets are estimated, and if any indication exists,
employees. The plan provides for a lump sum
impairment loss is recognised wherever the carrying
payment to the vested employees at retirement, death
amount of assets exceeds its recoverable amount.
while in employment or on termination of
1.12. Provision and contingent liabilities employment of an amount based on the respective
A provision is recognised when an enterprise has a employee's salary and tenure of employment. Vesting
present obligation as a result of past event and it is occurs upon completion of five years of service.
probable that an outflow of resources will be required - Leave Encashment
to settle the obligation, in respect of which a reliable
As per company's policy, eligible leaves can be
estimate can be made. Provisions are not discounted
accumulated by the employees and carried forward to
to its present value and are determined based on
future periods either to be utilised during the service,
management estimate required to settle the obligation
or encashed. Encashment can be made during the
at the balance sheet date. These are reviewed at each
service, on early retirement, on withdrawal of
balance sheet date and adjusted to reflect the current
scheme, at resignation and upon death of the
management estimates.
employee. The value of benefit is determined based
Where no reliable estimate can be made, a disclosure on the seniority and the employee's salary.
is made as contingent liability. A disclosure for a
The liability in respect of defined benefit plans is
contingent liability is made when there is possible
accounted for in the books of accounts on the basis of
obligation or present obligation that may, but
actuarial valuation carried out by an independent
probably will not, require an outflow of resources.
actuary.
When there is possible obligation or a present
obligation in respect of which the likelihood of Defined contribution plans -
outflow of resources is remote, no provision or Defined contribution plans of the company consist of
disclosure is made. Provident fund and Employees State Insurance.
1.13 Earning per share - Provident Fund & Employees State Insurance (ESI)
Basic earning per share is calculated by dividing the The company makes specified monthly contribution
net profit or loss for the year attributable to the equity towards the employees' provident fund & ESI for the
shareholders (after deducting preference dividends eligible employees.
and attributable taxes) by the weighted average The contribution made to provident fund and ESI are
number of equity shares outstanding during the year. charged to the statement of profit and loss as and
For the purpose of calculating the diluted earnings per when these become payable.
57
NOTES ON FINANCIAL STATEMENTS
For the Year Ended 31st March 2016
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
2. A SHARE CAPITAL
Authorised
45,00,00,000 (Previous Year 45,00,00,000) Equity Shares of Rs. 2/- each 9000.00 9000.00
1,20,00,000 (Previous Year 1,20,00,000) Preference shares of Rs. 100/- each 12000.00 12000.00
21000.00 21000.00
Issued & Subscribed
Equity Share Capital
8996.53 8996.53
Preference Share capital
97,35,201 ( Previous Year 97,35,201) 0.01% Optionally Convertible Preference
Shares of Rs.100/- each fully paid up 9735.20 9735.20
17,30,000 (Previous year 17,30,000) 0.01% Cummulative Redeemable Preference
Shares of Rs. 100/- each fully paid up 1730.00 1730.00
5,00,000 (Previous Year 5,00,000) 9.75% Cummulative Redeemable Preference
11965.20 11965.20
Issued, Subscribed & Paid up
44,97,93,203 (Previous Year 44,97,93,203) Equity Shares of Rs. 2/- each fully paid up 8995.86 8995.86
8995.86 8995.86
11965.20 11965.20
20961.06 20961.06
B. Reconciliation of the number and amount of Equity shares - (Rs. in Lacs)

31.03.2016 31.03.2015
Nos. Amount Nos. Amount
Outstanding at beginning of the year 449826203 8996.53 449826203 8996.53
Add : Shares issued during the year - - - -
Less : Shares bought back during the year - - - -
Outstanding at the end of year 449826203 8996.53 449826203 8996.53
Reconciliation of the number and amount of Preference shares -
31.03.2016 31.03.2015
58
C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -
a) i) The company has two classes of shares referred as equity shares and preference shares. The equity shares are having a
par value of Rs. 2/- each whereas par value for each preference shares is Rs. 100/-. Every holder of equity shares is
entitled to one vote per share in respect of all matters submitted to vote in the shareholders' meeting. Preference share
holders are entitled to one vote per share, in respect of every resolution placed before the company which directly
affect the rights attached to their shares. However, a preference shareholder acquires voting rights at par with an equity
shareholder if the dividend on preference shares has remained unpaid for a period of not less than two years.
ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of
the company after distribution of preferential amounts. The distribution will be in the proportion of the number of
equity shares held by the shareholders.
iii) 17,30,000, 0.01% Redeemable Preference Shares of Rs. 100/- each and 5,00,000, 9.75% Redeembale Preference
Shares of Rs. 100/- each are cummulative.
b) i) All 97,35,201, 0.01% Optionally Convertible Preference Shares, had already become due for redemption/conversion
in the financial year 2014-15 and could not be redeemed due to unavailibility of surplus.
ii) Out of 17,30,000, 0.01% Cummulative Reedemable Preference Shares, 15,30,000 Shares amounting Rs.1530.00 Lacs
are redeemable in two equal installments, on May 4, 2016 & May 4, 2017. Balance 2,00,000, Shares amounting Rs.
200.00 lacs, had already become due for redemption in the financial year ending 31.03.2012 & could not be redeemed
because of unavailability of surplus.
iii) 5,00,000, 9.75% Cumulative redeemable Preference shares amounting to Rs. 500.00 Lacs had been due for
redemption since March 2004, however, could not be redeemed because of unavailability of surplus. The subscriber
had filed a legal case against the company for the recovery of the sum invested as well as interest thereon. The company
is contesting the claim of the subscriber at appropriate forum.
iv) During the year, the company could not redeem the Preference Shares, due for redemption, on account of
unavailability of distributable profits in terms of Section 55(2)(a) and Section 123 of Companies Act, 2013.
D. The company itself being ultimate holding company, therefore, disclosure requirements about its parent company are not
applicable in the present case.
E. Shareholders holding more than 5% shares -

i) Equity Shares
Name of Shareholder As at 31.03.2016 As at 31.03.2015
No. of Shares % of Holding No. of Shares % of Holding
GL India Mauritius (III) Ltd. 28897500 6.42 28897500 6.42
ii) Preference Shares
a) 97,35,201, 0.01% Optionally Convertible Redeemable Shares -
Bank of Nova Scotia 1179000 12.11 1179000 12.11
Stressed Assets Stabilisation Fund (SASF) 961044 9.87 961044 9.87
EXIM Bank Ltd. 916333 9.41 916333 9.41
SICOM Ltd. 829463 8.52 829463 8.52
Punjab National Bank 671522 6.90 671522 6.90
Oriental Bank of Commerce 623828 6.41 623828 6.41
Dena Bank 593936 6.10 593936 6.10
UCO Bank 515900 5.30 515900 5.30
59
b) 17,30,000, 0.01% Cummulative Redeemable Shares -
Axis Bank Ltd. 500000 28.90 500000 28.90
Blue Sky Securities Pvt. Ltd. 200000 11.56 200000 11.56
c) 5,00,000, 9.75% Cumulative redeemable Shares -
Jammu and Kashmir Bank Ltd. 500000 100 500000 100
F. During last 5 years immediately preeceding the balance sheet date, no Equity Share or Preference share has been issued
pursuant to any contract without payment being received in cash. Further the company has neither allotted any share by
way of bonus shares, nor it had bought back any Equity or Preference Share during aforesaid period of 5 years.
G. Disclosure about unpaid calls - (Rs. in Lacs)
Unpaid Calls 31.03.2016 31.03.2015
By Directors & Officers - -
By Others 1 1
H. No share has been forfeited by the company during the year.
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
3. RESREVES & SURPLUS
Capital Reserve 270.40 270.40
Securities Premium Account 16740.51 16,740.51
Capital Redemption Reserve 7123.33 7,123.33
24134.24 24,134.24
Surplus/(Deficit) -
Opening balance (13787.64) (12669.46)
Less : Depreciation on assets whose useful life is already exhausted - (1176.41)
Closing balance (12209.84) (13787.64)
11924.40 10346.60
4. LONG TERM BORROWINGS
Current Portion Non Current Portion
As at 31.03.16 As at 31.03.15 As at 31.03.16 As at 31.03.15
Secured
Term Loans from Banks & Institutions
Restructured Debts -
Interest Bearing 2351.47 1600.05 4219.18 1776.46
Interest Free - - - 4441.14
2351.47 1600.05 4219.18 6217.60
Other Loans 35.66 29.43 55.00 4.82
2387.13 1629.48 4274.18 6,222.42
60
I. Term Loans from Banks & Institutions
a. Term loans, except noted at (c) below, are secured by a first charge created by way of a joint equitable mortgage on pari -
passu basis on all immovable and movable fixed assets, including plant and machinery, land & buildings and others, both
present and future, first charge over Escrow/Trust and Retention Account, and second charge on the current assets of the
company, both present and future. Further these loans are secured by personal guarantee of Managing Director of the
company.
b. During the year lenders have demanded payment of interest on interest free term loans. In view of aforesaid demand,
interest free loan of Rs. 4441.14 Lacs as at March 31, 2015 has now been classified and grouped under the interest bearing
debt. The loan dues amounting to Rs. 4219.18 Lacs are payable in the financial year 2017-18.
c. Other loans represents vehicle loans, repayble on monthly basis, are secured by way of hypothecation of specific assets
purchased under the hire purchase scheme.
Year of Repayment 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 Total
Annual Repayment Amount 9.19 7.84 8.64 9.53 10.52 9.28 55.00
(Rs./Lacs)
Annual Rate of Interest (%) 9.85-11.25 9.85-11.25 9.85 9.85 9.85 9.85
d. Lenderwise details of delay in repayment of term loan & interest thereon is as under -
Name of Lender Bank/ Principal Loan Period of Default Amount of Interest Period of Default
Financial Institution Amount (Rs./Lacs) due (Rs./Lacs) (Months)
UCO Bank 116.08 1 Day 96.71 less than 3 months
Karur Vysya Bank 28.28 1 Day 24.31 less than 3 months
EXIM Bank 75.00 1 Day 64.51 less than 3 months
SICOM Ltd. 88.30 1 Day 8.16 less than 3 months
IFCI Ltd. 45.72 20 Months 6.88 12 Months
Total 353.38 200.57
II. Current portion of long term borrowings is appearing under the head Other Current Liabilities. (Refer Note No. 9)
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
5. OTHER LONG TERM LIABILITIES
Security receipts from business associates & Others 176.00 176.20
176.00 176.20
6. PROVISIONS
Short-Term Long-Term
As at 31.03.16 As at 31.03.15 As at 31.03.16 As at 31.03.15
Provision for employees' benefits (Unfunded) -
Gratuity 57.20 50.67 805.33 666.89
Leave Encashment 21.58 19.21 266.10 203.98
Provision for Income Tax 337.69 13.70 - -
Total 416.47 83.58 1071.43 870.87
61
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
7. SHORT TERM BORROWINGS
Secured
From banks
Buyer's credit facility - 223.32
- 223.32
8. TRADE PAYABLES
10748.13 7855.20
No interest during the year has been paid or payable under
the terms of the MSMED Act, 2006.
9. OTHER CURRENT LIABILITIES
Current maturities of long term borrowings (Refer note no. 4 II) 2387.13 1629.48
Interest accrued and due on borrowings 200.57 157.48
Accrued salaries and benefits 604.70 705.96
Other payables -
Advance received from Customers 342.81 536.81
Direct Taxes 82.17 66.71
Indirect Taxes 28.35 28.79
Others 268.17 156.65
3913.90 3281.88
62
10. FIXED ASSETS
TANGIBLE ASSETS (Rs. in Lacs)
GROSS BLOCK DEPRECIATION CARRYING VALUE
PARTICULARS As at Additions Disposals/ As at As at For the Deductions/ As at As at As at

01.04.2015 Adjustments 31.03.2016 01.04.2015 year Adjustments 31.03.2016 31.03.2016 31.03.2015
Free hold Land 153.16 - 0.65 153.81 - - - - 153.81 153.16

Leasehold Land 23.49 - - 23.49 - - - - 23.49 23.49
Buildings 7144.83 83.15 - 7227.98 2773.87 170.90 - 2,944.77 4283.21 4370.95
Plant & Machinery 82584.63 580.81 0.76 83166.20 62958.55 3246.38 1.05 66,205.98 16960.22 19626.09
Furnitures & Fixtures 253.23 1.73 - 254.96 237.50 2.37 - 239.87 15.09 15.73
Vehicles 324.90 75.87 (87.32) 313.45 201.20 28.50 (34.68) 195.02 118.43 123.70
Office Equipments 137.75 18.77 - 156.52 108.34 13.52 - 121.86 34.66 29.41
Total 90621.99 760.33 (85.91) 91296.41 66279.46 3461.67 (33.63) 69707.50 21588.91 24342.53
63
Previous Year 90164.04 475.73 17.78 90621.99 61276.41 5011.00 7.95 66279.46 24342.53
INTANGIBLE ASSETS
Computer Software 93.99 24.66 - 118.65 43.92 29.95 - 73.87 44.78 50.07
Goodwill - 2.80 - 2.80 - 0.56 - 0.56 2.24 -
Total 93.99 27.46 - 121.45 43.92 30.51 - 74.43 47.02 50.07
Previous Year 79.16 14.83 - 93.99 19.88 24.04 - 43.92 50.07
GRAND TOTAL
Current year 90715.98 787.79 (85.91) 91417.86 66323.38 3492.18 (33.63) 69781.93 21635.93 24392.60
Previous Year 90243.20 490.56 17.78 90715.98 61296.29 5035.04 7.95 66323.38 24392.60
Note -
Leasehold land is not amortised in view of para 1(c) of Accounting Standard on Leases (AS-19) issued by The Institute of Chartered Accountants of India defining scope of the
standard.
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
11. NON- CURRENT INVESTMENTS
A. Trade Investments
Investment in Equity Instruments (Unquoted)
Subsidiary Companies
i) Dr. Morepen Limited
4,06,79,500 (Previous Year 4,06.79,500) Equity shares of Rs.10/- each fully paid up 11747.25 11747.25
ii) MorepenMax Inc.
51(Previous Year 51), fully paid and non-assessable Shares @ US$ 1000 each - 24.74
iii) Morepen Inc.
9,400 (Previous Year 9,400) fully paid Shares of Common Voting Stocks 22.23 22.23
(During the year, the Company has divested its stake in its subsidiary,
Morepen Max Inc., USA and has realised the investment amount).
11769.48 11794.22
B. Other Investments (At Cost) - - -
11769.48 11794.22
Aggregate amount of unquoted investments (At Cost) 11769.48 11794.22
Aggregate amount of provision for fall in carrying value of investments - -
Provision for fall in carrying value of investments, in respect of losses in
the subsidiaries has not been made, as these losses, in management's
perception, are temporary in nature.
12. LONG TERM LOANS AND ADVANCES
Unsecured
Capital Advances (Considered good) * 5227.25 3253.33
Security Deposits 165.19 140.14
5392.44 3393.47
* Rs. 5227.25 Lacs (Previous Year Rs. 3234.54 Lacs) advanced to
Dr. Morepen Limited, a wholly owned subsidiary, for the
acquisition/buyout of new OTC brands.
13. INVENTORIES
Raw Materials 1546.91 1559.27
Work-in-progress 974.47 983.08
Finished goods 523.90 288.86
Stock -in-trade 794.36 577.83
Goods in transit 167.23 54.85
Stores and spares 75.06 72.42
4081.93 3536.31
The inventory of stocks, stores and spares has been taken,
valued and certified by the management.
Breakup of Inventory
i) Raw materials -
API & Intermediates 1334.07 1195.29
Formulations 212.84 363.98
Total Raw Materials 1546.91 1559.27
64
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
ii) Work in Progress -
Formulations -
Tablets 15.95 67.85
Syrup 2.28 1.64
Capsules 1.50 1.32
Others - -
Formulations Sub Total 19.73 70.81
Total Work -in -progress 974.47 983.08
iii) Finished goods -
Formulations -
Tablets 53.48 53.74
Syrup 23.84 35.46
Capsules 4.78 8.78
Others 1.04 1.38
Formulations Sub Total 83.14 99.36
Total Finished Goods Inventory 523.90 288.86
iv) Stock in trade -
Home Health 702.75 474.99
Formulations-
Tablets 30.52 58.17
Syrup 26.27 17.11
Capsules 21.60 11.66
Others 13.22 15.90
Formulations Sub -total 91.61 102.84
Total Stock in trade Inventory 794.36 577.83
14. TRADE RECEIVABLES
Trade receivables outstanding for a period exceeding six months
Unsecured -
Considered good 166.39 392.80
166.39 392.80
Other Debts
Unsecured -
8035.47 4844.52
15. CASH AND CASH EQUIVALENTS
Balances with banks
i) Current Accounts 277.33 483.69
ii) Bank Balances held as -
Margin Money 56.77 326.84
Guarantees 19.37 18.01
Cash in hand 9.59 31.31
363.06 859.85
65
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
16. SHORT TERM LOANS AND ADVANCES
Others- Unsecured
Considered good
Central Excise Balances 244.77 242.97
Advance Income Tax - Tax Deducted at source 10.05 12.51
MAT Credit Entitlement 351.38 -
Advances with Suppliers & Others 880.86 509.79
Loans & advances to employees 83.72 79.33
1626.73 889.08
Advances Considered Doubtful 157.73 157.73
Less : Provision for doubtful advances (157.73) (157.73)
- -
1626.73 889.08
17. OTHER CURRENT ASSETS
Export Incentives Receivable 449.91 215.45
Recoverable from Customs 60.62 40.50
Prepaid Expenses 40.51 22.24
Interest accrued but not due 29.49 32.89
580.53 311.08
18. CONTINGENT LIABILITIES AND COMMITMENTS
(To the Extent not Provided for)
a) Contingent Liabilties
Claim against the Company not acknowledged as debts 809.29 1165.52
Other money for which company is contingently liable 1304.60 1130.76
Arrears of Fixed Cummulative Dividends on Preference Shares 692.77 642.74
Bills discounted with banks - 309.30
2833.25 3274.91
b) Commitments - -
2833.25 3274.91
19. REVENUE FROM OPERATIONS (Gross)
Sale of products (including Excise Duty)
Domestic 23897.60 20562.26
Exports 20677.09 15656.58
[includes third party & deemed exports of Rs.8138.73 Lacs
(Previous year Rs. 5041.39 Lacs)]
Total 44574.69 36218.84
Other Operating Revenues
Export Incentives 632.77 367.36
Other items 944.32 1199.74
1577.09 1567.10
46151.78 37785.94
66
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
Break-up of revenue from sale of products (net of excise duty)
Classification -
Manufactured goods
Formulations -
Tablets 2638.28 2437.88
Syrup 579.63 662.74
Capsules 144.56 138.16
Others 135.65 144.88
Formulations Sub-Total 3498.12 3383.66
Sale of Manufactured Goods - (A) 31143.79 24989.72
Stock in trade
Home Health 6311.77 5131.16
Formulations -
Tablets 3343.77 2791.54
Syrups 923.92 784.36
Capsules 1065.94 819.04
Others 880.01 943.31
Formulations Sub -Total 6213.64 5338.25
Total Sales of Stock in Trade - (B) 12525.41 10469.41
Total Sales Revenues (A+B) (Net of Excise) 43669.20 35459.13
Excise Duty 905.48 759.71
Revenue from Sales operations (Gross) 44574.68 36218.84
20. OTHER INCOME
Interest Income 18.42 57.68
Others 98.82 78.49
117.24 136.17
21. COST OF MATERIALS CONSUMED
Raw Materials 17523.24 13833.50
Packing Materials 636.22 689.17
18159.46 14522.67
Break up of cost of Raw Material consumed
Classification -
Formulations 1902.72 2093.77
Total 18159.46 14522.67
22. PURCHASE OF STOCK-IN-TRADE
Home Health 4935.15 3773.12
Formulations -
Tablets 2872.97 2381.88
Syrups 804.06 693.05
Capsules 841.13 649.74
Others 773.40 824.33
Formulations Sub -total 5291.56 4549.00
Total 10226.71 8322.11
23. CHANGE IN INVENTORY
Opening Balance -
67
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
Stock-in-trade 577.83 526.99

1922.19 2128.82
Closing Balance -
2367.79 1922.19
(445.60) 206.63
24. EMPLOYEE BENEFITS EXPENSE
Salaries and Wages 4510.63 3853.47
Contribution to provident fund/ ESI 196.48 158.70
Gratuity and Leave Encashment 243.26 165.85
Staff Welfare 216.28 174.35
5166.65 4352.37
25. FINANCE COST
Interest expense 1041.29 863.30
1041.29 863.30
26. OTHER EXPENSES
Consumption of Stores and spare parts 103.34 88.52
Power and Fuel 763.66 741.45
Rent 272.98 250.93
Repairs to buildings 72.74 74.15
Repairs to machinery 245.32 220.99
General Repairs 55.95 50.40
Insurance 37.49 27.14
Research & Development 46.41 30.57
Quality Control & Testing Charges 228.51 159.79
Rates and Taxes 135.36 121.49
Legal and Professional Expenses 423.29 352.89
Travelling Expenses 608.67 574.05
Selling and Distribution Expenses 1986.92 1605.89
Miscellaneous Expenses 738.11 665.67
5718.75 4963.90
27. PAYMENTS TO AUDITORS
Statutory Auditors - (Rs. in Lacs)
Year Ended 31.03.2016 31.03.2015
Audit Fee 12.00 11.50
Tax Audit Fee 5.00 5.00
Tax Matters 3.00 3.01
Certification 1.84 1.39
Service Tax 3.16 2.64
Total 25.00 23.54
Cost Auditors-
Audit Fees 3.44 2.50
Others 1.14 1.00
Total 4.58 3.50
68
28. EXTRAORDINARY ITEM
Extraordinary item of Rs. 440.00 lacs represents settlement amount, arising out of Arbitral Award, on account of termination of
technology transfer agreement for manufacture of 'Caroverine", an active pharmaceutical ingredient for treatment of
synaptocochlear tinnitus and abdominal pains.
29. PRIOR PERIOD ITEMS
Expenses include Rs. 5.05 lacs (Previous Year Rs. 11.50 lacs) as expenses (net) relating to earlier years.
30. DISCLOSURES ABOUT IMPORTS, EXPENDITURE IN FOREIGN CURRENCY, RAW MATERIAL CONSUMPTION &
EARNINGS IN FOREIGN EXCHANGE -
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
A. VALUE OF IMPORTS ON CIF BASIS
Capital Goods 63.84 17.81
10237.16 6837.33
B. EXPENDITURE IN FOREIGN CURRENCY
Technical Knowhow/ Professional fees - -
Others 213.34 161.09
213.34 161.09
C. VALUE OF IMPORTED AND INDIGENIOUS RAW MATERIAL CONSUMED
AND PERCENTAGE THEREOF
Imported 8814.18 6020.58
Indigenous 9345.28 8502.09
18159.46 14522.67
% Imported 48.54% 41.46%
% Indigenous 51.46% 58.54%
100.00% 100.00%
D. EARNINGS IN FOREIGN EXCHANGE
Exports of Goods on F.O.B. basis 12538.36 10615.19
[Excluding third party & deemed exports of Rs. 8138.73 Lacs
(Previous Year Rs. 5041.39 Lacs)] 12538.36 10615.19
31. SEGMENT REPORTING
In accordance with AS-17 “Segment Reporting”, segment information has been given in consolidated financial statements of
the company, and therefore, no seperate disclosure on segment information is given in these financial statements.
32. RELATED PARTY DISCLOSURES
Disclosure as required by accounting standard “Related Party Disclosures” (AS-18) issued by the Institute of Chartered
Accountants of India are as under:
Related Parties
1. Subsidiary Companies
Morepen Max Inc. (up to March 20, 2016) Overseas Company
Morepen Inc. Overseas Company
Dr. Morepen Limited Domestic Company
Total Care Limited Domestic Company
2. Key Management Personnel Mr. Sushil Suri, Chairman & Managing Director
Mr. Ajay Sharma, Chief Financial Officer
Mr. Thomas Joshua, Company Secretary
3. Relatives of Key Management personnnels with whom Mr. Sanjay Suri
the company has any transaction during the year Ms. Amita Sharma
4. Entities over which key management personnel/ Not Any
or Relatives of key management personnel are able
to exercise significant influence with which the
company has any transactions during the year
69
Transactions with related parties -
Particulars Nature of transaction (Rs. in Lacs)
1. Subsidiary Companies Sale of inventories 194.00
Other Advances 1992.71
Balance as on 31.03.16 -
Receivable/Adjustable 5227.25
(Maximum balance outstanding
Rs. 5227.25 Lacs)
2. Key Management Personnel Remuneration 128.59
Payable Balance as on 31.03.16 33.70
(Maximum amount outstanding - Rs.48.82 Lacs)
3. Relatives of key Management personnnels with Remuneration 122.76
whom the company has any transaction during the year
4. Entities over which key management personnel/ or Not Any Nil
Relatives of key management personnel are able to
exercise significant influence with which the
company has any transactions during the year
33. EARNING PER SHARE
Particulars 31.03.2016 31.03.2015
Profit/ (Loss) after Tax (Rs. in Lacs) 1577.80 58.23
Weighted average number of equity shares outstanding 449826203 449826203
Earnings/(loss) per share in rupees (face value Rs.2/- per share)- Basic & Diluted 0.35 0.002
EPS has been computed after considering dividend on cumulative preference shares.
34. EMPLOYEE BENEFITS

Disclosures as per Accounting Standard, AS -15 (Revised) 'Employee Benefits' is as under -
(A) Disclosures for Defined Contribution Plans -
Particulars 31.03.2016 31.03.2015
Employer's Contribution to Provident Fund 176.20 137.57
Employer's Contribution to Employees State Insurance 20.28 21.13
(B) Disclosures for Defined Benefit Plans - Unfunded
Particulars Gratuity Leave Encashment
I Change in the present value of obligation: 31.03.2016 31.03.2015 31.03.2016 31.03.2015
Present Value of Obligation at beginning of the year 703.39 589.07 236.81 219.03
Add: Interest Cost 54.78 52.02 18.21 19.13
Add: Current Service Cost 67.29 56.60 54.87 46.88
Less:- Benefit Paid 20.27 22.70 12.98 13.20
Add: Acturial loss/(gain) on obligations 57.34 28.40 (9.24) (35.03)
Present Value of Obligation as at year end 862.53 703.39 287.67 236.81
II Change in the fair value of plan Assets: 31.03.2016 31.03.2015 31.03.2016 31.03.2015
Fair Value of Plan Assets at the beginning of year - - - -
Add : Expected Return on Plan Assets - - - -
Add : Contributions - - - -
Less: Benefits Paid - - - -
Fair Value of Plan Assets at year end - - - -
70
III Expense recognized in the Profit and Loss Account 31.03.2016 31.03.2015 31.03.2016 31.03.2015
Current Service Cost 67.29 56.60 54.87 46.88
Add: Interest Cost 54.78 52.02 18.21 19.13
Less: Expected Return on plan asstes - - - -
Less: Settlement Credit - - - -
Add: Net acturial loss/(gain) recognised 57.34 28.40 (9.24) (35.03)
Total expenses recognized in profit & loss account 179.41 137.02 63.84 30.98
IV The following table sets out the assumptions used in actuarial valuation of gratuity and leave encashment-
Assumptions 31.03.2016 31.03.2015 31.03.2016 31.03.2015
Discount Rate 7.60% 7.90% 7.60% 7.90%
Salary Escalation Rate 5.00% 5.00% 5.00% 5.00%
Expected Return on Assets - - - -
Employee Turnover rates 3.00% 3.00% 3.00% 3.00%
Expected average remaining working lives of
employees (years) 21.06 21.30 21.06 21.30
35. IMPAIRMENT
It is the view of management that there are no impairment conditions that exist as on 31st March, 2016. Hence, no provision is
required in the accounts for the year under review.
36. DEFERRED TAX LIABILITY/ (ASSET)
As required by Accounting Standard “Accounting for taxes on income” i.e. (AS-22) issued by the Institute of Chartered
Accountants of India, deferred tax asset on accumulated losses, is not recognized as a matter of prudence.
37. OTHER SIGNIFICANT DISCLOSURES
a) In the opinion of directors, all assets and non-current investments stated otherwise have a value on realisation in the
ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision
for depreciation and for all known liabilities is adequate and considered reasonable.
b) On 8th December 2015, the business of M/s. Medicare Textiles, a proprietorship firm engaged in manufacture of surgical
materials, was merged with business of the company. The company has followed ‘amalgamation in the nature of purchase’
method of accounting to reflect the amalgamation in its books of accounts. The company has paid a sum of Rs. 6.29 lacs
towards acquiring business, comprising of various licenses and certificates and fixed assets of the proprietorship firm. The
book value of fixed assets acquired by the company is Rs. 3.50 lacs and balance Rs. 2.79 lacs have been paid towards
goodwill of the acquired business.
c) With a view to increase its visibility in the promising FMHG/OTC business and reap the potential benefits in the above
business streams, with added advantages of better brand building, customer confidence and better product quality, the
company has decided to acquire/buyout new brands, expand the existing brands and product portfolio, during the year, a
sum of Rs.1973.92 (Previous Year Rs. 2558.57 Lacs), year to date Rs. 5227.25 Lacs has been advanced, to Dr. Morepen
Limited, its wholly owned subsidiary for the same.
d) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans
and advances and banks are subject to confirmation.
e) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion
of assessments.
f) During the financial year ending 31st March 2010, the company had allotted, 9,24,90,413 Equity Shares to fixed deposit
holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act,
1956, approved by Hon’ble High Court at Shimla. The central government preferred an appeal against the said order before
Division Bench of the High Court which was allowed. While setting aside the impugned order, matter was remanded back
to the single judge for considering the representation of Central Government & deciding the petition afresh after hearing all
the parties. The matter is pending for adjudication before single judge of Hon’ble Himachal Pradesh High Court.
g) Remuneration paid to directors for the period April 2005 - March 2014 amounting to Rs. 356.00 lacs is subject to central
government approval.
h) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.
71
Independent Auditors' Report on Consolidated Financial Statements
To
The Members of Morepen Laboratories Limited
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial We conducted our audit in accordance with the Standards on
statements of Morepen Laboratories Limited (“the Holding Auditing specified under section 143(10) of the Act. Those
Company”) and its subsidiaries (collectively referred to as standards require that we comply with ethical requirements and
“the Company” or “the Group”), comprising of the plan and perform the audit to obtain reasonable assurance about
consolidated balance sheet as at 31 March 2016, the whether the consolidated financial statements are free from
consolidated statement of profit and loss, the consolidated material misstatement.
cash flow statement for the year then ended, and a summary An audit involves performing procedures to obtain audit evidence
of the significant accounting policies and other explanatory about the amounts and the disclosures in the consolidated
information (hereinafter referred to as “the consolidated financial statements. The procedures selected depend on the
financial statements”). auditor's judgment, including the assessment of the risks of
Management's Responsibility for the Consolidated material misstatement of the consolidated financial statements,
Financial Statements whether due to fraud or error. In making those risk assessments,
The Holding Company's Board of Directors is responsible the auditor considers internal financial control relevant to the
for the preparation of the consolidated financial statements Holding Company's preparation of the consolidated financial
in terms of the requirements of the Companies Act, 2013 statements that give a true and fair view in order to design audit
(“the Act”) that give a true and fair view of the consolidated procedures that are appropriate in the circumstances. An audit
financial position, consolidated financial performance and also includes evaluating the appropriateness of the accounting
consolidated cash flows of the Company in accordance with policies used and the reasonableness of the accounting estimates
the accounting principles generally accepted in India, made by the Holding Company's Board of Directors, as well as
including the Accounting Standards specified under Section evaluating the overall presentation of the consolidated financial
133 of the Companies Act, 2013 (hereinafter referred to as statements.
“the Act”) read with Rule 7 of the Companies (Accounts) We believe that the audit evidence obtained by us and the audit
Rules, 2014. The respective Board of Directors of the evidence obtained by other auditors in terms of their report
companies included in the Group are responsible for referred to in sub- paragraph “Other Matter” below is sufficient
maintenance of accounting records in accordance with the and appropriate to provide a basis for our audit opinion on the
provisions of the Act for safeguarding of the assets of the consolidated financial statements.
Group and for preventing and detecting frauds and other Opinion
irregularities; the selection and application of appropriate
accounting policies; making judgments and estimates that In our opinion and to the best of our information and according to
are reasonable and prudent; and the design, implementation the explanations given to us, the aforesaid consolidated financial
and maintenance of adequate internal financial controls, that statements give the information required by the Act in the manner
were operating effectively for ensuring the accuracy and so required and give a true and fair view in conformity with the
completeness of the accounting records, relevant to the accounting principles generally accepted in India, of the
preparation and presentation of the financial statements that consolidated state of affairs of the Company, as at 31 March 2016,
give a true and fair view and are free from material their consolidated profit and their consolidated cash flows for the
misstatement, whether due to fraud or error, which have year ended on that date.
been used for the purpose of preparation of the consolidated Emphasis of Matter
financial statements by the Directors of the Holding
We draw attention to the Note no. 12(b) to the financial statement
Company, as aforesaid.
regarding legal case in respect of Trade Mark “Burnol”. Our
Auditors' Responsibility opinion is not qualified in respect of this matter.
Our responsibility is to express an opinion on the Other Matters
consolidated financial statements based on our audit. While
We did not audit the financial statements of the foreign subsidiary
conducting the audit, we have taken into account the
named as Morepen Inc. whose financial statements reflect total
provisions of the Act, the accounting and auditing standards
assets of Rs 167.22 Lacs as at March 31,2016, total revenue of Rs.
and matters which are required to be included in the audit
52.20 Lacs and cash flows amounting to Rs. 9.38 Lacs for the year
report under the provisions of the Act and the Rules made
then ended, as considered in the consolidated financial
thereunder.
72
statements. The aforesaid financial statements have been companies, none of the Directors of the Group companies
audited by other auditor whose report has been furnished to incorporated in India is disqualified as on 31 March 2016
us by the Management, and our opinion on the consolidated from being appointed as a Director of that company in
financial statements in so far as it relates to the amounts and terms of sub-section 2 of Section 164 of the Act.
disclosures included in respect of the aforesaid subsidiary is (f) With respect to the adequacy of the internal financial
based solely on the report of the other auditor. controls over financial reporting of the Group and the
Report on Other Legal and Regulatory Requirements operating effectiveness of such controls, refer to our
1. As required by sub-section 3 of Section 143 of the Act, separate report in “Annexure A”; and
we report, to the extent applicable, that: (g) with respect to the other matters to be included in the
(a) We have sought and obtained all the information and Auditor's Report in accordance with Rule 11 of the
explanations which to the best of our knowledge and Companies (Audit and Auditors) Rules, 2014, in our
belief were necessary for the purposes of our audit of opinion and to the best of our information and according to
the aforesaid consolidated financial statements. the explanations given to us:
(b) In our opinion, proper books of account as required i. The consolidated financial statements disclose the
by law relating to preparation of the aforesaid impact of pending litigations on the consolidated
consolidated financial statements have been kept so financial position of the Group. Refer Note no. 19 to the
far as it appears from our examination of those books. consolidated financial statements;
(c) The consolidated balance sheet, the consolidated ii. The Group as a whole did not have any long term
statement of profit and loss, and the consolidated contracts including derivative contracts for which there
cash flow statement dealt with by this Report are in were any material forseeable losses.
agreement with the relevant books of account iii. No amount was required to be transferred to the
maintained for the purpose of preparation of the Investors Education and Protection Fund by the
consolidated financial statements. company.
(d) In our opinion, the aforesaid consolidated financial For M Kamal Mahajan And Co
statements comply with the Accounting Standards Chartered Accountants
specified under Section 133 of the Act, read with Rule Firm's Regn. No: 006855N
7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received M K Mahajan
from the directors of the Holding Company and its New Delhi Partner
Indian subsidiaries as on 31 March 2016 taken on May 10, 2016 Membership No. : 017418
record by the Board of Directors of the respective
Annexure - A to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143
of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated financial essential components of internal control stated in the Guidance
statements of the Company as of and for the year ended 31 Note on Audit of Internal Financial Controls over Financial
March 2016, we have audited the internal financial controls Reporting issued by the Institute of Chartered Accountants of
over financial reporting of Morepen Laboratories Limited (“the India (“ICAI'). These responsibilities include the design,
Holding Company”) and its subsidiary companies which are implementation and maintenance of adequate internal
companies incorporated in India, as of that date. financial controls that were operating effectively for ensuring
Management's Responsibility for Internal Financial Controls the orderly and efficient conduct of its business, including
adherence to company's policies, the safeguarding of its assets,
The Respective Board of Directors of the Holding Company and the prevention and detection of frauds and errors, the accuracy
its subsidiary companies, which are companies incorporated in and completeness of the accounting records, and the timely
India, are responsible for establishing and maintaining internal preparation of reliable financial information, as required under
financial controls based on the internal control over financial the Companies Act, 2013.
reporting criteria established by the Company considering the
73
Auditors' Responsibility of the company; (2) provide reasonable assurance that
Our responsibility is to express an opinion on the Company's transactions are recorded as necessary to permit preparation of
internal financial controls over financial reporting based on our financial statements in accordance with generally accepted
audit. We conducted our audit in accordance with the accounting principles, and that receipts and expenditures of the
Guidance Note on Audit of Internal Financial Controls over company are being made only in accordance with
Financial Reporting (the “Guidance Note”) issued by ICAI and authorisations of management and directors of the company;
the Standards on Auditing, issued by ICAI and deemed to be and (3) provide reasonable assurance regarding prevention or
prescribed under section 143(10) of the Companies Act, 2013, timely detection of unauthorised acquisition, use, or
to the extent applicable to an audit of internal financial controls, disposition of the company's assets that could have a material
both issued by the Institute of Chartered Accountants of India. effect on the financial statements.
Those Standards and the Guidance Note require that we Inherent Limitations of Internal Financial Controls Over
comply with ethical requirements and plan and perform the Financial Reporting
audit to obtain reasonable assurance about whether adequate Because of the inherent limitations of internal financial controls
internal financial controls over financial reporting was over financial reporting, including the possibility of collusion or
established and maintained and if such controls operated improper management override of controls, material
effectively in all material respects. misstatements due to error or fraud may occur and not be
Our audit involves performing procedures to obtain audit detected. Also, projections of any evaluation of the internal
evidence about the adequacy of the internal financial controls financial controls over financial reporting to future periods are
system over financial reporting and their operating subject to the risk that the internal financial control over
effectiveness. Our audit of internal financial controls over financial reporting may become inadequate because of
financial reporting included obtaining an understanding of changes in conditions, or that the degree of compliance with
internal financial controls over financial reporting, assessing the policies or procedures may deteriorate.
the risk that a material weakness exists, and testing and Opinion
evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected In our opinion, the Holding Company and its subsidiary
depend on the auditor's judgment, including the assessment of companies, which are companies incorporated in India, have,
the risks of material misstatement of the financial statements, in all material respects, an adequate internal financial controls
whether due to fraud or error. system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at
We believe that the audit evidence we have obtained is 31 March 2016, based on the internal control over financial
sufficient and appropriate to provide a basis for our audit reporting criteria established by the Company considering the
opinion on the Company's internal financial controls system essential components of internal control stated in the Guidance
over financial reporting. Note on Audit of Internal Financial Controls Over Financial
Meaning of Internal Financial Controls over Financial Reporting issued by the ICAI.
Reporting
A company's internal financial control over financial reporting
For M Kamal Mahajan And Co
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in Firm's Regn. No: 006855N
accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting M K Mahajan
includes those policies and procedures that (1) pertain to the New Delhi Partner
maintenance of records that, in reasonable detail, accurately May 10, 2016 Membership No. : 017418
and fairly reflect the transactions and dispositions of the assets
74
Consolidated Balance Sheet
As at 31st March, 2016
(Rs. in Lacs)
As at As at
Notes 31.03.2016 31.03.2015
EQUITY AND LIABILITIES
1. SHAREHOLDERS' FUNDS
Share capital 2 20961.06 20961.06
Reserves and surplus 3 9067.29 7787.06
30028.35 28748.12
2. MINORITY INTEREST 4 (62.92) (39.96)
3. NON - CURRENT LIABILITIES
Long-term borrowings 5 4341.13 6226.81
Other Long - term liabilities 6 271.53 251.20
Long-term provisions 7 1134.28 921.54
5746.94 7399.55
4. CURRENT LIABILITIES
Short-term borrowings 8 – 223.32
Trade payables 9
Other current liabilities 10 4703.60 3987.20
Short-term provisions 11 419.42 85.76
16656.06 12792.02
TOTAL 52368.43 48899.74
ASSETS
1. NON-CURRENT ASSETS
Fixed Assets
Tangible Assets 12 21830.18 24403.92
Intangible Assets 12 7841.42 7844.08
29671.60 32248.00
Long-term loans and advances 13 6981.74 5193.51
36653.34 37441.51
2. CURRENT ASSETS
Inventories 14 4214.18 3711.35
Trade receivables 15 8794.33 5614.20
Cash and cash equivalents 16 436.14 884.85
Short-term loans and advances 17 1676.61 934.10
Other current assets 18 593.83 313.73
15715.09 11458.23
TOTAL 52368.43 48899.74


Place : New Delhi
75
Consolidated Statement of Profit and Loss
For the year ended 31st March, 2016
(Rs. in Lacs)
Year Ended Year ended
Notes 31.03.2016 31.03.2015
REVENUE
Revenue from operations (Gross) 20 49413.52 40824.15
Less : Excise Duty 905.48 759.71
Revenue from operations (Net) 48508.04 40064.44
Other Income 21 120.14 136.87
Total Revenue 48628.18 40201.31
EXPENSES
Cost of materials consumed 22 18159.46 14522.67
Purchases of Stock-in-Trade 12211.69 9958.45
Changes in inventories of finished goods, work-in-progress and Stock-in-Trade (402.42) 70.08
Employee benefits expense 23 5829.08 4879.20
Finance Costs 24 1050.39 865.78
Depreciation and amortization expense 25 3519.56 3866.72
Other expenses 26 6553.99 5810.47
Total expenses 46921.75 39973.37
Profit/(Loss) before exceptional and extraordinary items and tax 1706.43 227.94
Exceptional items – –
Extraordinary Items - Income (440.00) –
Profit/(Loss) before tax 1266.43 227.94
Tax expense:
(1) Current Tax (MAT) 337.91 13.73
(2) MAT Credit Entitlement (337.68) –
(3) Earlier Years (13.70) –
Share of minority interest in Profit/ (loss) (0.07) 0.19
Profit/ (Loss) for the year available for majority shareholders 1279.97 214.02
Earning per equity share of Rs. 2/- each: 31
(1) Basic 0.28 0.04
(2) Diluted 0.28 0.04


Place : New Delhi
76
Consolidated Cash Flow Statement
(Rs. in Lacs)
Year Ended Year Ended
Notes 31.03.2016 31.03.2015
A. CASH FLOWS FROM OPERATING ACTIVITIES :
Adjustments for :
Depreciation & Amortisation 25 3519.56 3866.72
(Profit)/Loss on Sale of Fixed Assets (1.40) (0.49)
Finance Cost (Net) 24 1050.39 865.78
Minority Interest 4 0.07 (0.19)
Operating profit before changes in current assets and liabilities 6275.05 4959.76
Changes in current assets and liabilities -
Trade Receivables 15 (3180.13) (1346.98)
Short Term Loans and advances and other current assets 17, 18 (1022.61) (126.53)
Inventories 14 (502.84) (381.09)
Current liabilities 8,9,10,11 3864.21 1978.18
Cash generated from operations 5433.68 5083.34
Income Tax (13.47) 13.73
Cash Flow before extraordinary items 5447.15 5069.61

Extraordinary items (440.00) –
NET CASH GENERATED FROM OPERATING ACTIVITIES 5007.15 5069.61
B. CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (993.86) (482.86)
Sale of Fixed Assets 52.10 0.80
Outflow on Long Term advances (Net) 13 (1788.23) (2682.66)
NET CASH USED IN INVESTING ACTIVITIES (2729.99) (3164.72)
C. CASH FLOWS FROM FINANCING ACTIVITIES:
Finance Cost (Net) 24 (1050.39) (865.78)
Change in Long Term borrowings (Net) 5 (1885.68) (1251.40)
Change in Long Term liabilities & provisions (Net) 6,7 210.20 185.78
NET CASH USED IN FINANCING ACTIVITIES (2725.87) (1931.40)
Net Increase/(Decrease) in Cash and Cash equivalents (A+B+C) (448.71) (26.49)


Place : New Delhi
77
1. SIGNIFICANT ACCOUNTING POLICIES
1.1 Basis for presentation of Financial Statements and, if material, their effects are disclosed in the notes
The financial statements have been prepared in to financial statements.
accordance with Indian Generally Accepted 1.3 Fixed assets
Accounting Principles (GAAP) under the historical cost a) Tangible assets are stated at cost, less accumulated
convention on an accrual basis of accounting and depreciation and impairment, if any. Direct costs
comply with applicable Accounting Standards as are capitalised until such assets are ready for use.
prescribed under Section 133 of the Companies Act, Capital work-in-progress comprises of the cost of
2013 read with Rule 7 of the Companies (Accounts) fixed assets that are not yet ready for their
Rules 2014, the provisions of the Act (as applicable), intended use at the reporting date. Capital work in
and guidelines issued by the Securities and Exchange progress includes pre-operative expenses.
Board of India. Accounting policies have been b) Intangible assets are recorded at the consideration
consistently applied except where a newly issued paid for acquisition of such assets and are carried
accounting standard is initially adopted or a revision to at cost less accumulated amortization and
an existing accounting standard requires a change in impairment.
the accounting policy hitherto in use. c) Expenditure incurred on projects / expansion
The consolidated financial statements consist of during implementation is capitalized and
financial statements of Morepen Laboratories Ltd. apportioned to various assets on commissioning /
(parent company) and its three subsidiaries namely completion of the same.
[Dr. Morepen Ltd., Total Care Ltd., (Domestic 1.4 Depreciation
Companies)] and Morepen Inc. (Foreign Company). a) Depreciation on fixed assets is provided on
Stake in MorepenMax Inc. has been divested during straight-line method at the rates prescribed by the
the year. Financial statements of foreign subsidiary schedule II of the Companies Act, 2013 and in the
have been recasted for the purpose of consolidation. manner as prescribed by it.
The names of subsidiary companies included in b) Cost of leasehold land is not amortized over the
consolidation and parent company's holding therein period of lease.
are as under- c) Intangible assets are amortized over their
respective individual estimated useful life on
straight line basis, commencing from the date the
Subsidiary Company Country of Percentage asset is available to the company for its use.
Incorporation of Holding (%)
1.5 Investments
Morepen Inc. U.S.A. 100
Investments are stated at cost. Provision is made,
Dr. Morepen Ltd. India 100
where, there is a permanent fall in the value of
Total Care Ltd. India 95*
investment.
*(Held by Dr. Morepen Limited)
1.6 Foreign exchange transactions
1.2 Use of Estimates Foreign currency liabilities covered by forward
The presentation of financial statements requires the contracts/swap agreements are stated at the forward
management of the company to make estimates and contracts/swap agreements rates, while those not
assumptions that affect the reported balances of assets covered by forward contracts/swap agreements are
and liabilities and disclosures relating to the contingent restated at rates ruling at the year-end. Other
liabilities as at the date of financial statements and the exchange differences are dealt with in the statement of
reported amount of income and expenses during the profit and loss.
year. Examples of such estimates include provisions for
1.7 Valuation of inventories
doubtful debts, employee benefits, provisions for
Stocks of raw materials and other ingredients have
income taxes, useful life of depreciable assets and
been valued on First in First Out (FIFO) basis, at cost or
provisions for impairments.
net realizable value whichever is less, finished goods
Accounting estimates could change from period to
and stock-in-trade have been valued at lower of cost
period. Actual results could differ from those estimates.
and net realizable value, work-in-progress is valued at
Changes in estimates are reflected in the financial
raw material cost up to the stage of completion, as
statements in the period in which changes are made
certified by the management on technical basis. Goods
78
in transit are carried at cost. and attributable taxes) by the weighted average
1.8 Revenue Recognition number of equity shares outstanding during the year.
a) Sales are stated net of returns, excise duty and For the purpose of calculating the diluted earnings per
sales tax. share, the net profit or loss for the period attributable to
b) Dividend income is accounted for when the right equity shareholders and the weighted average number
to receive the same is established. of shares outstanding during the period are adjusted for
c) Interest on calls-in-arrears on share capital is the effects of all dilutive potential equity shares. The
accounted for as and when received. dilutive potential equity shares are deemed converted
at of beginning of the period, unless they have been
1.9 Researches and Development
issued at a later date.
a) Capital expenditure on research and development
is included in the cost of fixed assets. 1.14 Employee Retirement benefits
b) Revenue expenditure on research and Short term employee benefits
development is charged to the statement of profit All employee benefits payable/available within twelve
& loss. months of rendering the service are classified as short
1.10 Taxation term employee benefits. Benefits such as salaries,
The provision for taxation is ascertained on the basis of wages and bonus etc., are recognised in the statement
assessable profits computed in accordance with the of profit and loss in the period in which the employee
provisions of the Income Tax Act, 1961. renders the related service.
Deferred tax is recognized, subject to the consideration Defined benefit plans-
of prudence, on timing differences, being the Defined benefits plans of the company consist of
difference between taxable incomes and accounting gratuity and leave encashment.
income that originate in one period and are capable of
reversal in one or more subsequent periods. - Gratuity
The company has an obligation towards gratuity, a
1.11 Impairment of Assets defined benefits retirement plan covering eligible
The company determines whether there is any employees. The plan provides for a lump sum payment
indication of impairment of carrying amount of to the vested employees at retirement, death while in
company's assets. The recoverable amounts of such employment or on termination of employment of an
assets are estimated, and if any indication exists, amount based on the respective employee's salary and
impairment loss is recognised wherever the carrying tenure of employment. Vesting occurs upon
amount of assets exceeds its recoverable amount. completion of five years of service.
1.12 Provision & contingent liabilities - Leave Encashment
A provision is recognised when an enterprise has a As per company's policy, eligible leaves can be
present obligation as a result of past event and it is accumulated by the employees and carried forward to
probable that an outflow of resources will be required future periods either to be utilised during the service, or
to settle the obligation, in respect of which a reliable encashed. Encashment can be made during the service,
estimate can be made. Provisions are not discounted to on early retirement, on withdrawal of scheme, at
its present value and are determined based on resignation and upon death of the employee. The value
management estimate required to settle the obligation of benefit is determined based on the seniority and the
at the balance sheet date. These are reviewed at each employee's salary.
balance sheet date and adjusted to reflect the current The liability in respect of defined benefit plans
management estimates. is accounted in the books of accounts on the basis
Where no reliable estimate can be made, a disclosure is of actuarial valuation carried out by an
made as contingent liability. A disclosure for a independent actuary.
contingent liability is made when there is possible
obligation or present obligation that may, but probably Defined contribution plans-
will not, require an outflow of resources. When there is Defined contribution plans of the company consist of
possible obligation or a present obligation in respect of Provident fund and Employees State Insurance fund.
which the likelihood of outflow of resources is remote, - Provident Fund & Employees State Insurance (ESI)
no provision or disclosure is made.
The company makes specified monthly contribution
1.13 Earning per share towards the employees' provident fund & ESI for the
Basic earning per share is calculated by dividing the net eligible employees.
profit or loss for the year attributable to the equity The contribution made to provident fund and ESI are
shareholders (after deducting preference dividends charged to the statement of profit and loss as and when
79
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
2. A. SHARE CAPITAL
Authorised
1,20,00,000 (Previous Year 1,20,00,000) Preference shares of Rs. 100/- each 12000.00 12000.00
21000.00 21000.00
Issued & Subscribed
8996.53 8996.53
11965.20 11965.20
Issued, Subscribed & Paid up
44,97,93,203 (Previous Year 44,97,93,203) Equity Shares of Rs. 2/- each fully paid up 8995.86 8995.86
8995.86 8995.86
11965.20 11965.20
20961.06 20961.06
B. Reconcilation of the number and amount of Equity shares - (Rs./Lacs)

31.03.2016 31.03.2015
Reconciliation of the number and amount of Preference shares - (Rs./Lacs)

31.03.2016 31.03.2015
80
C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -
a) i) The company has two classes of shares referred as equity shares and preference shares. The equity shares are having a par
value of Rs. 2/- each whereas par value for each preference shares is Rs. 100/-. Every holder of equity shares is entitled to
one vote per share in respect of all matters submitted to vote in the shareholders' meeting. Preference share holders are
entitled to one vote per share, in respect of every resolution placed before the company which directly affect the rights
attached to their shares. However, a preference shareholder acquires voting rights at par with an equity shareholder if the
dividend on preference shares has remained unpaid for a period of not less than two years.
ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of
the company after distribution of preferential amounts. The distribution will be in the proportion of the number of equity
shares held by the shareholders.
iii) 17,30,000, 0.01% Redeemable Preference Shares of Rs. 100/- each and 5,00,000, 9.75% Redeembale Preference
Shares of Rs. 100/- each are cummulative.
b) i) All 97,35,201, 0.01% Optionally Convertible Preference Shares, had already become due for redemption/conversion
in the financial year 2014-15 and could not be redeemed due to unavailibility of surplus.
ii) Out of 17,30,000, 0.01% Cummulative Reedemable Preference Shares, 15,30,000 Shares amounting Rs.1530.00 Lacs
are redeemable in two equal installments, on May 4, 2016 & May 4, 2017. Balance 2,00,000, Shares amounting
Rs. 200.00 lacs, had already become due for redemption in the financial year ending 31.03.2012 and could not be
redeemed because of unavailability of surplus.
iii) 5,00,000, 9.75% Cumulative redeemable Preference shares amounting to Rs. 500.00 Lacs had been due for redemption
since March 2004, however, could not be redeemed because of unavailability of surplus. The subscriber has filed a legal
case against the company for the recovery of the sum invested as well as interest thereon. The company is contesting the
claim of the subscriber at appropriate forum.
iv) During the year, the company could not redeem the Preference Shares, due for redemption, on account unavailability of
distributable profits in terms of Section 55(2)(a) and Section 123 of Companies Act, 2013.
D. Shareholders holding more than 5% shares -

i) Equity Shares
GL India Mauritius (III) Ltd. 28897500 6.42 28897500 6.42
ii) Preference Shares

a) 97,35,201, 0.01% Optionally Convertible Redeemable Shares -
Bank of Nova Scotia 1179000 12.11 1179000 12.11
Stressed Assets Stabilisation Fund (SASF) 961044 9.87 961044 9.87
EXIM Bank Ltd. 916333 9.41 916333 9.41
SICOM Ltd. 829463 8.52 829463 8.52
Punjab National Bank 671522 6.90 671522 6.90
Dena Bank 593936 6.10 593936 6.10
UCO Bank 515900 5.30 515900 5.30
81
b) 17,30,000, 0.01% Cummulative Redeemable Shares -
Axis Bank Ltd. 500000 28.90 500000 28.90
Blue Sky Securities Pvt. Ltd. 200000 11.56 200000 11.56
c) 5,00,000, 9.75% Cumulative Redeemable Shares -

Jammu and Kashmir Bank Ltd. 500000 100 500000 100
E. During last 5 years immediately preeceding the balance sheet date, no Equity Share or Preference share has been issued
pursuant to any contract without payment being received in cash. Further the company has neither allotted any share by way of
bonus shares, nor it had bought back any Equity or Preference Share during aforesaid period of 5 years.
F. Disclosure about unpaid calls -
(Rs. in Lacs)
Unpaid Calls 31.03.2016 31.03.2015
By Directors & Officers - -
By Others 1 1
G. No shares have been forfeited by the company during the year.
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
3. RESREVES & SURPLUS
Capital Reserve 270.40 270.40
Securities Premium Account 16740.51 16,740.51
Preference Share Redemption Reserve 7123.33 7,123.33
24134.24 24,134.24
Surplus/(Deficit) -
Opening balance (16346.93) (15384.69)
Less : Depreciation on assets whose useful life is already
exhausted (Refer Note No. 12(d) – (1176.50)
Closing balance (15066.95) (16347.18)
9067.29 7,787.06
4. MINORITY INTEREST
Share Capital 46.66 70.57
Share in Profit/(Loss) (109.58) (110.53)
(62.92) (39.96)
5. LONG TERM BORROWINGS
Secured
Term Loans from Banks & Institutions
Interest Bearing 4219.18 1776.46
Interest Free – 4441.14
4219.18 6217.60
Other Loans 121.95 9.21
4341.13 6226.81
82
Nature of Security and Terms of Repayment -
I. Term Loans from Banks & Institutions
a. Term loans, except noted at (c) below, are secured by a first charge created by way of a joint equitable mortgage on
pari -passu basis on all immovable and movable fixed assets, including plant and machinery, land & buildings and
others, both present and future, first charge over Escrow/Trust and Retention Account, and second charge on the
current assets of the company, both present and future. Further these loans are secured by personal guarantee of
Managing Director of the company.
b. During the year lenders have demanded payment of interest on interest free term loans. In view of aforesaid demand,
interest free loan of Rs. 4441.14 Lacs as at March 31, 2015 has now been classified and grouped under the interest
bearing debt. The loan dues amounting to Rs. 4219.18 Lacs are payable in the financial year 2017-18.
c. Other loans represents vehicle loans, repayble on monthly basis, are secured by way of hypothecation of specific
assets purchased under the hire purchase scheme.
Year of Repayment 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 Total
Annual Repayment Amount (Rs./Lacs) 31.38 27.56 29.90 13.31 10.52 9.28 121.95
Annual Rate of Interest (%) 9.85-16.00 9.85-16.00 9.85-16.00 9.85-16.00 9.85 9.85
d. Details of delay in repayment of term loan & interest thereon is as under -
Amount (Rs./Lacs)
Particulars Less than 3 Months More than 3 Months
Principal 307.67 45.71
Interest 193.69 6.88
Total 501.36 52.59
II. Current portion of long term borrowings is appearing under the head Other Current Liabilities. (Refer Note No. 10)
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
6. OTHER LONG TERM LIABILITIES
Security receipts from business associates 271.53 251.20
271.53 251.20
7. LONG TERM PROVISIONS

Provision for employees' benefits (Unfunded) -
Gratuity 842.54 696.57
Leave Encashment 291.74 224.97
1134.28 921.54
8. SHORT TERM BORROWINGS

Secured
Buyer's credit facility – 223.32
– 223.32
83
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
9. TRADE PAYABLES
Total outstanding dues of creditors other than micro enterprises 11490.37 8434.91
and small enterprises
11533.04 8495.74
Further, no interest during the year has been paid or
payable under the terms of the MSMED Act, 2006.
10. OTHER CURRENT LIABILITIES

Current maturities of long-term debt (Refer note no. 5) 2409.42 1638.63
Interest accrued and due on borrowings 200.57 157.37
Accrued salaries and benefits 744.86 826.95
Other Payables -
Advance received from Customers 342.81 535.81
Direct Taxes 96.28 72.01
Indirect Taxes 52.84 36.36
Advance against sale of Fixed Assets* 435.00 435.35
Others 421.82 284.72
4703.60 3987.20
* Advance against sale of Fixed Assets
Advance against the sale of fixed assets represents amount received for the
sale of land apperaing in the Note no. 12 (c) of notes of financial statements
under the head Fixed Assets and the profit on this transaction is not recognised
in the books as some obligations are still pending to be completed.
11. SHORT TERM PROVISIONS

Provision for employees' benefits -
Gratuity 58.78 51.96
Leave Encashment 22.95 20.07
Provision for Income Tax 337.69 13.73

419.42 85.76
84
12. FIXED ASSETS
TANGIBLE ASSETS (Rs. in Lacs)
GROSS BLOCK DEPRECIATION CARRYING VALUE

PARTICULARS As at Additions Disposals/ As at As at For the Deductions As at As at As at
01.04.2015 Adjustments 31.03.2016 01.04.2015 Year Adjustments 31.03.2016 31.03.2016 31.03.2015
Free hold Land 168.40 – 0.65 169.05 – – – – 169.05 168.40
Leasehold Land 23.44 – – 23.44 – – – – 23.44 23.44
Buildings 7,144.53 83.15 – 7227.68 2,774.46 170.90 – 2,945.36 4,282.32 4,370.07
Plant & Machinery 82,585.63 621.81 0.76 83208.20 62,959.64 3,247.02 (0.14) 66,206.52 17,001.68 19,625.99
Furnitures & Fixtures 267.24 33.74 – 300.98 247.10 6.58 – 253.68 47.30 20.14
Vehicles 380.01 197.18 (87.32) 489.87 220.08 46.38 (34.68) 231.78 258.09 159.93
Office Equipments 155.15 30.52 – 185.67 119.20 18.17 – 137.37 48.30 35.95
Total 90,724.40 966.40 (85.91) 91,604.89 66,320.48 3,489.05 (34.82) 69,774.71 21,830.18 24,403.92
Previous Year 90,265.05 477.13 (17.78) 90,724.40 61,310.40 5,018.03 7.95 66,320.48 24,403.92
85
INTANGIBLE ASSETS
Goodwill 7,793.91 2.80 – 7,796.71 – 0.56 – 0.56 7,796.15 7,793.91
Patents & Trade Marks 2,322.49 – – 2,322.49 2,322.49 – – 2,322.49 – –
Computer Software 94.49 24.66 – 119.15 44.32 29.95 (0.39) 73.88 45.27 50.17
Total 10,210.89 27.46 – 10,238.35 2,366.81 30.51 (0.39) 2,396.93 7,841.42 7,844.08
Previous Year 10,195.66 15.23 – 10,210.89 2,342.50 24.31 – 2,366.81 7,844.08
GRAND TOTAL
Current year 100,935.29 993.86 (85.91) 101,843.24 68,687.29 3,519.56 (35.21) 72,172.04 29,671.60 32,248.00
Previous Year 100,460.71 492.36 (17.78) 100,935.29 63,652.90 5,042.34 7.95 68,687.29 32,248.00
Note :
a) Leasehold land is not amortised in view of para 1(c) of Accounting Standard on Leases (AS-19) issued by The Institute of Chartered Accountants of India defining
scope of the standard.
b) Trade mark “Burnol” forming part of Patents & Trade Marks was given as a Collateral security against inter-corporate deposit taken by the parent company. Legal
case in respect of the above trade mark is pending final adjudication.
c) Freehold land includes land having gross value of Rs. 14.94 Lacs sold in earlier years and advance recieved against sale revenue on this transaction is not
recognised in the books as some obligations are still pending to be completed .
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
13. LONG TERM LOANS AND ADVANCES
Unsecured
Capital Advances (Considered good)* 6801.91 5044.66
Loans and advances to related parties – –
6981.74 5193.18
*represents sum advanced for the acquisition/buyout
of new OTC brands. (Refer Note. 34 (c))
14. INVENTORIES
Stock -in-trade 926.61 753.27
Goods in transit 167.23 54.85
4214.18 3711.35
The inventory of stocks, stores and spares has been taken,
valued and certified by the management.
15. TRADE RECEIVABLES

Trade receivables outstanding for a period exceeding six months
Unsecured -
Considered doubtful 14.44 38.71
Less: Allowance for bad & doubtful debts (14.44) (10.11)
190.20 433.80
Other Debts
Unsecured -
8794.33 5614.20
16. CASH AND CASH EQUIVALENTS
Balances with banks
i) Current Accounts 349.73 508.35
ii) Bank Balances held as -
Margin Money 56.77 326.84
Cash on hand 10.27 31.65
436.14 884.85
17. SHORT TERM LOANS AND ADVANCES
Others-unsecured & considered good
Central Excise Balances 244.77 242.97
Advance Income Tax - Tax Deducted at source 10.05 12.24
MAT Credit Entitlement 351.38 –
Advance with suppliers and others 917.36 545.11
Loans & advances to employees 95.41 89.03
Advances Considered Doubtful 1676.61 934.10
Less : Provision for doubtful advances 157.73 157.73
(157.73) (157.73)
– –
1676.61 934.10
86
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
18. OTHER CURRENT ASSETS

Export Incentives Receivable 449.91 215.51
Recoverable from Customs 68.72 42.67
Prepaid Expenses 45.71 22.47
Interest accrued but not due 29.49 33.08
593.83 313.73
19. CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)
a) Contingent Liabilties
Claim against the Company not acknowledged as debts 809.29 1165.52
Other money for which company is contingently liable 1304.60 1130.76
Arrears of Fixed Cummulative Dividends on Preference Shares 692.77 643.33
Bills discounted with banks – 309.30
2833.25 3275.50
b) Commitments – –
2833.25 3275.50
20. REVENUE FROM OPERATIONS (GROSS)
Sale of Products
Domestic 27105.00 23555.28
Exports 20677.09 15656.57
Gross Sales 47782.09 39211.86
Other Operating Revenues
Export Incentives 632.77 367.36
Others 998.66 1244.93
1631.43 1612.29
49413.52 40824.15
21. OTHER INCOME
Interest Income 18.42 57.98
Others 101.72 78.89
120.14 136.87
22. COST OF MATERIALS CONSUMED
Raw Materials 17523.24 13833.50
Packing Materials 636.22 689.17
18159.46 14522.67
23. EMPLOYEE BENEFITS EXPENSE
Salaries and Wages 5124.24 4350.31
Contribution to provident fund/ ESI 225.98 182.00
Gratuity and Leave Encashment Expenses 262.87 172.98
Staff Welfare 216.28 173.91
5829.37 4879.20
24. FINANCE COST
Interest expense 1050.39 865.78
1050.39 865.78
25. DEPRECIATION AND AMORTIZATION EXPENSES
Depreciation 3519.56 3866.72
3519.56 3866.72
87
(Rs. in Lacs)
As at As at
31.03.2016 31.03.2015
26. OTHER EXPENSES
Consumption of Stores and spare parts 103.34 88.52
Power and Fuel 763.66 741.45
Rent 328.85 289.27
Repairs to buildings 72.74 77.94
Repairs to machinery 245.32 220.99
General Repairs 62.71 50.40
Insurance 44.85 29.24
Research & Development 46.50 31.50
Rates and taxes excluding taxes on income 135.36 121.49
Legal and Professional Expenses 434.15 358.55
Travelling Expenses 808.17 740.53
Quality Control & Testing Charges 228.51 159.76
Miscellaneous Expenses 934.53 761.29
Selling and Distribution Expenses 2345.30 2139.57
6553.99 5810.47
27. EXTRAORDINARY ITEM
Extraordinary item of Rs. 440.00 lacs represents settlement amount, arising out of Arbitral Award, on account of termination of
technology transfer agreement for manufacture of 'Caroverine", an active pharmaceutical ingredient for treatment of
synaptocochlear tinnitus and abdominal pains.
28. PRIOR PERIOD ITEMS
Expenses include Rs. 5.25 lacs (Previous Year Rs. 11.50 lacs) as expenses (net) relating to earlier years.
29. SEGMENT REPORTING
In accordance with AS-17, "Segment Reporting" the Company’s business activity falls within a single primary business segment
viz. “Pharmaceuticals”. The secondary business segment in terms of geographical markets have been recognised as India, USA
and rest of world. The segment revenues for the year is as under-
Sales Revenues (Rs. in Lacs)
Geographical Segment 2015-16 2014-15
USA 4676.78 3611.46

Rest of World 16000.31 12045.11
India 27158.97 23555.28
Total 47836.06 39211.85
88
30. RELATED PARTY DISCLOSURES
Disclosure as required by accounting standard “Related Party Disclosures” (AS-18) issued by the Institute of Chartered
Accountants of India are as under:
Related Parties
1. Key Management Personnel Mr. Sushil Suri, Chairman & Managing Director
(Whole Time Directors) Mr. Ajay Sharma, Chief Financial Officer
Mr. Thomas Joshua, Company Secretary
Ms. Hansa Sharma
Ms. Suruchi Pathak, Company Secretary (resigned in Apr'16)
Ms. Ritika Ahuja, Company Secretary (resigned in Apr'16)
2. Entities over which key management personnel/ Not Any
or Relatives of key management personnel are able
to exercise significant influence with which the
Company has any transactions during the year
Transactions with related parties -

Particulars Nature of transaction (Rs. in lacs)
1. Key Management Personnel Remunertion 130.51
2. Entities over which key management personnel/ or Relatives Not Any –
of key management personnel are able to exercise significant
influence with which the company has any transactions
during the year
31. EARNING PER SHARE (EPS)

Particulars Year Ended
31.03.2016 31.03.2015
Profit/ (Loss) after Tax (Rs. in Lacs) 1279.97 214.02
Weighted average number of equity shares outstanding 449826203 449826203
Earnings/(loss) per share in rupees (face value Rs.2/- per share) 0.28 0.04
EPS has been computed after considering dividend on cumulative preference shares.
32. IMPAIRMENT
It is the view of management that there are no impairment conditions that exist as on 31st March, 2016. Hence, no provision is
required in the accounts for the year under review.
33. DEFERRED TAX LIABILITY/ (ASSET)
As required by Accounting Standard “Accounting for taxes on income” i.e. (AS-22) issued by the Institute of Chartered
Accountants of India, deferred tax asset on losses of earlier years, is not recognized as a matter of prudence.
89
34. OTHERS SIGNIFICANT DISCLOSURES
a) In the opinion of directors, all assets and non-current investments stated otherwise have a value on realisation in the
ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision
for depreciation and for all known liabilities is adequate and considered reasonable.
b) On 8th December 2015, the business of M/s. Medicare Textiles, a proprietorship firm engaged in manufacture of surgical
materials, was merged with business of the company. The company has followed ‘amalgamation in the nature of purchase’
method of accounting to reflect the amalgamation in its books of accounts. The company has paid a sum of Rs. 6.29 lacs
towards acquiring business, comprising of various licenses and certificates and fixed assets of the proprietorship firm. The
book value of fixed assets acquired by the company is Rs. 3.50 lacs and balance Rs. 2.79 lacs have been paid towards
goodwill of the acquired business.
c) With a view to increase its visibility in the promising FMHG/OTC business and reap the potential benefits in the above
business streams, with added advantages of better brand building, customer confidence and better product quality, the
company has decided to acquire/buyout new brands, expand the existing brands and product portfolio, during the year, a
sum of Rs.1973.92 (Previous Year Rs. 2558.57 Lacs), year to date Rs. 5227.25 Lacs has been advanced, to Dr. Morepen
Limited, its wholly owned subsidiary for the same.
d) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans
and advances and banks are subject to confirmation.
e) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion
of assessments.
f) During the financial year ending 31st March 2010, the company had allotted, 9,24,90,413 Equity Shares to fixed deposit
holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act,
1956, approved by Hon’ble High Court at Shimla. The central government preferred an appeal against the said order before
Division Bench of the High Court which was allowed. While setting aside the impugned order, matter was remanded back
to the single judge for considering the representation of Central Government & deciding the petition afresh after hearing all
the parties. The matter is pending for adjudication before single judge of Hon’ble Himachal Pradesh High Court.
g) Remuneration paid to directors for the period April 2005 - March 2014 amounting to Rs. 356.00 lacs is subject to central
government approval.
h) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.
90
MOREPEN LABORATORIES LIMITED
Regd. Off: Morepen Village, Nalagarh Road, Near Baddi, Distt.Solan, H.P. - 173 205
CIN: L24231HP1984PLC006028; Website: www.morepen.com;
E-mail Id: [email protected]; Tel No.: +91-01795-276201-03; Fax No.: +91-01795-276204
NOTICE
NOTICE is hereby given that the 31st Annual General Meeting (AGM) of the members of Morepen Laboratories Limited will be held
on Friday, 23rd day of September, 2016 at 10.30 A.M. at the Registered Office of the Company at Morepen Village, Nalagarh Road,
Near Baddi, Distt. Solan, Himachal Pradesh - 173 205, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Financial Statements, including Consolidated Financial Statements, of the Company
for the financial year ended March 31, 2016 together with the reports of the Directors' and Auditors' thereon.
2. To appoint a Director in place of Mr. Sushil Suri (DIN: 00012028), who retires by rotation at this Annual General Meeting and
being eligible, offers himself for re-appointment.
3. To appoint Statutory Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without
modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof, for the time being in force), M/s. M. Kamal Mahajan And Co., Chartered Accountants (FRN: 006855N), the retiring
Auditors of the Company, be and are hereby re-appointed as Auditors of the Company to hold office from the conclusion of this
Annual General Meeting (AGM) until the conclusion of next Annual General Meeting (AGM) of the Company at such
remuneration as may be determined by the Board of Directors of the Company.”
SPECIAL BUSINESS
4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
Appointment of Ms. Archana S. Bhargava (DIN: 02505308) as Director of the Company
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies
Act, 2013 ('Act') and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time
being in force), Ms. Archana S. Bhargava (DIN: 02505308), who holds office up to the conclusion of this Annual General
Meeting, be and is hereby appointed as Director of the Company, whose period of office is liable to determination by retirement
of Directors by rotation.”
5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
Approval of the appointment and remuneration of M/s. Vijender Sharma & Co., Cost Accountants, as Cost Auditors
of the Company
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act,
2013 ('Act') read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-
91
enactment thereof, for the time being in force), the Company hereby approves the appointment, by the Board of Directors,
of M/s. Vijender Sharma & Co., Cost Accountants, as Cost Auditors of the Company, to conduct the audit of the cost records
of the Company for the financial year ending March 31, 2017 (FY 2016-17) at the following remuneration:
Particulars Amount (Rs.)
Bulk Drugs 1,25,000

Drug Formulations 1,25,000
Out of Pocket Expenses (Limited to Actual) 50,000
Total (Maximum) 3,00,000
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
By order of the Board of Directors

For Morepen Laboratories limited
New Delhi, August 09, 2016

CIN: L24231HP1984PLC006028
Sushil Suri
(Chairman & Managing Director)
Registered Office:
Near Baddi, Distt. Solan, H.P. - 173 205
92
NOTES
1. The Statement pursuant to Section 102 of the Companies Act, 2013 ('Act') with respect to the special business set out under Item
Nos. 4 to 5 of the Notice, is annexed hereto and forms part of the notice.
2. The relevant details, as required under Secretarial Standard – 2 and Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 entered into with the Stock Exchanges, of persons seeking appointment/re-appointment as
Directors at the Annual General Meeting ('AGM') are furnished herewith and forms part of the Notice.
3. A MEMBER ENTITLED TO ATTEND THE MEETING AND VOTE THEREAT IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than
fifty (50) members and holding in the aggregate not more than ten percent (10%) of the total Share Capital of the Company
carrying voting rights. A member holding more than ten percent (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 any other member.
The instrument appointing proxies, in order to be effective, should be duly stamped, completed and signed and should be
deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send,
to the Company, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at
the meeting.
5. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 17, 2016 to
Friday, September 23, 2016 (both days inclusive).
6. Members/Proxies should bring the Attendance Slip sent herewith, duly filled in and signed, for attending the meeting.
7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every
participant in securities market. Members holding shares in electronic form are, therefore requested to submit their PAN to their
Depository Participants with whom they are maintaining their de-mat accounts. Members holding shares in physical form can
submit their PAN to the RTA 'MAS Services Limited'.
8. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are
requested to send the share certificates to MAS Services Limited, for consolidation into a single folio.
9. To support the 'Green Initiative', the members are requested to register/update their e-mail id's, contact details and
addresses with the RTA 'MAS Services Limited'/Depositories for receiving all communications including Annual Report,
Notices, Circulars, etc., from the Company electronically.
10. The Notice of the 31st AGM along with the Annual Report 2015-16 is being sent by electronic mode to those Members whose
e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the
same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.
11. Members may also note that the notice of 31st AGM and the Annual Report 2015-16 will be available on the Company's website,
www.morepen.com. The physical copies of the aforesaid documents will also be available at the Company's registered office
for inspection during normal business hours on working days. Members who have any queries may write to us at
[email protected].
12. The Auditors Report pursuant to Section 145 of the Companies Act, 2013, Register of Directors & Key Managerial Personnel and
their Shareholdings pursuant to Section 170, Register of Contracts or Arrangements in which Directors are interested pursuant
to Section 189 and the Register of Proxies, will be available for inspection by the members at the AGM.
13. Route Map showing direction to reach the venue of 31st AGM is given at the end of this notice.
14. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration)
Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its
93
members the facility to exercise their right to vote, on all the resolutions set forth in the Notice of 31st AGM of the Company, by
electronic means through the remote e-voting services provided by CDSL.
The members, whose name appear in the Register of Members, holding shares in physical or in dematerialised form, as on the
cut-off date i.e. Friday, September 16, 2016 (end of day), are entitled to cast their votes on the resolutions set forth in this Notice.
The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ('remote
e-voting'). The remote e-voting will commence at 9.00 a.m. on Monday, September 19, 2016 and will end at 5.00 p.m. on
Thursday, September 22, 2016.
In addition, the facility for voting by use of 'Ballot Paper' shall also be made available at the AGM, for all those members who are
present at the AGM but have not cast their votes by remote e-voting.
The members desirous to vote through remote e-voting are requested to refer to the detailed procedure given hereinafter.
Procedure for Remote E-voting:
The Company has entered into an arrangement with Central Depository Services (India) Limited (CDSL) for facilitation of remote
e-voting for AGM. The instructions for remote e-voting are as under:
(a) In case of members receiving e-mail from CDSL:
i) If you are holding shares in de-mat form and had logged on to www.evotingindia.com and casted your vote earlier
for EVSN of any Company, then your existing login id and password are to be used.
ii) Log on to the e-voting website www.evotingindia.com.
iii) Click on “Shareholders” tab to cast your votes.
iv) Now, select the “Electronic Voting Sequence Number (EVSN)” along with “Morepen Laboratories Limited”
from the drop down menu and click on “SUBMIT”.
v) Now, fill up the following details in the appropriate boxes:
For members holding shares in De-mat Form For members holding shares in Physical Form
User ID For NSDL : 8 character DP ID followed by 8 digits Client ID Folio Number registered with the Company
For CDSL : 16 digits beneficiary ID
PAN* Enter your 10 digit alpha-numeric PAN issued by the Income Tax Department or as given in box
overleaf when prompted by the system while e-voting (applicable for both de-mat shareholders as well as
physical shareholders)
DOB Enter the Date of Birth as recorded in your de-mat account or in the Company records for the said de-mat
account or folio in dd/mm/yyyy format.
Dividend Enter the Bank Details as recorded in your de-mat account or in the Company records for the
Bank said de-mat account or folio.
Details Please enter the DOB or Bank Details in order to login. If both the details are not recorded with the
Depository or the Company please enter the User ID in the Bank details field and leave the DOB field
blank.
vi) After entering these details appropriately, click on “SUBMIT” tab.
vii) Members holding shares in physical form will then reach directly to the EVSN selection screen. However, members
holding shares in de-mat form will now reach 'Password Creation' menu wherein they are required to mandatorily
change their login password, in the new password field. The new password has to be minimum eight characters
consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character
(@#$%&*_). Kindly note that this password is to be also used by the de-mat holders for voting for resolutions of any
other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform.
It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential.
94
viii) Click on the EVSN for Morepen Laboratories Limited to vote.
ix) On the voting page, you will see Resolution Description and against the same the option “YES/NO” for voting. Select
the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies
that you dissent to the Resolution.
x) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.
xi) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xiii) You can also take printout of the voting done by you by clicking on “Click here to print” option on the voting page.
xiv) If de-mat account holder has forgotten the changed password then enter the User ID and the image verification code
and click on Forgot Password & enter the details as prompted by the system.
xv) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for download by Android, iPhone
and Windows phone users from Google Play Store, App Store and Windows Phone Store, respectively. Please
follow the instructions as prompted by the mobile app while voting on your mobile.
xvi) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to
www.evotingindia.com and register themselves as Corporate.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
• After receiving the login details a compliance user should be created using the admin login and password. The
compliance user would be able to link the account(s) for which they wish to vote on.
• The list of accounts should be mailed to [email protected] and on approval of the accounts they
would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (PoA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(b) In case of members receiving the physical copy of Notice of AGM (for members whose e-mail ids are not registered
with the Company/Depositories or requesting physical copy) :
Please follow all steps from Sl. no. (ii) to Sl. no. (xv) above, to cast vote.
General Instructions :
(a) The remote e-voting period shall commence at 9.00 a.m. on Monday, September 19, 2016 and shall end at 5.00 p.m. on
Thursday, September 22, 2016. During this period, members of the Company, holding shares either in physical or in
dematerialised form, as on the cut-off date i.e. Friday, September 16, 2016 (end of day), may cast their vote electronically.
The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the
member, the member shall not be allowed to change it subsequently.
(b) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs)
and e-voting manual available at www.evotingindia.com under help section or write an email to
[email protected].
(c) The voting rights of members shall be in proportion to their shares of the paid up capital of the Company as on the cut-off
date i.e. Friday, September 16, 2016.
(d) A member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall
95
not be allowed to vote again in the meeting.
(e) A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the
Depositories as on the cut-off date i.e. September 16, 2016 only shall be entitled to avail the facility of remote e-voting as
well as voting in the general meeting.
(f) Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the Notice of
AGM and holding shares as on the cut-off date i.e. September 16, 2016, may follow the same procedure as mentioned
above for remote e-voting and obtain the login ID and password by sending a request to Mr. Shrawan Mangala at
[email protected] or contacting on 011-2368 7281/82/83.
However, if you are already registered with CDSL for remote e-voting then you can use your existing password for
casting your vote. If you have forgotten your login password then go to website www.evotingindia.com then click on
Shareholders, enter the User ID and the image verification code and click on Forgot Password & enter the details as
prompted by the system.
(g) The Company has appointed Mr. P. C. Goel, Practicing Company Secretary (Membership No. FCS – 1434 & C.P. No.
457) as the Scrutinizer to scrutinize the remote e-voting process and voting at the AGM in a fair and transparent manner.
(h) The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast at the meeting and thereafter
unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses, not in employment of the
Company, and make, not later than three days of the conclusion of AGM, a consolidated Scrutinizer's Report of the total
votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the
same and declare the result of the voting forthwith.
(i) The results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company
www.morepen.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person
authorised by him in writing. The results shall, simultaneously, be forwarded to NSE & BSE which shall place the results
on their website.
By order of the Board of Directors
For Morepen Laboratories limited
New Delhi, August 09, 2016
CIN: L24231HP1984PLC006028
Sushil Suri
Registered Office:
Near Baddi, Distt. Solan, H.P. - 173205
96
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
As required under Section 102 of the Companies Act, 2013, the following statement sets out all material facts concerning each item
of special business mentioned under Item Nos. 4 and 5 of the accompanying Notice:
Item No. 4 :
Pursuant to Rule 13 of the Companies (Appointment & Qualification of Directors) Rules, 2014, the members of the Company are
hereby informed that the Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013
('Act'), from a member along with a deposit of Rs. 1,00,000/- each proposing the candidature of Ms. Archana S. Bhargava, for the
office of Director of the Company, to be appointed as such under the provisions of Section 149, 152 and other applicable provisions,
if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof,
for the time being in force).
The Company has received from Ms. Archana S. Bhargava, Director of the Company, the following disclosures as per the relevant
provisions of Companies Act, 2013:
a) Consent in writing to act as Director of the Company pursuant to Rule 8 of Companies (Appointment & Qualification of
Directors) Rules, 2014,
b) Intimation in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment & Qualification of Directors) Rules, 2014, to
the effect that they are not disqualified under sub-section (2) of Section 164 of the Act.
The Board of Directors of the Company recommend the passing of the resolutions set out under Item No. 4 of the Notice as an
Ordinary Resolution.
None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Ms. Archana S. Bhargava and her
relatives, are in any way, concerned or interested, financially or otherwise, in this resolution.
Item No. 5 :
As per the recommendations of the Audit Committee, the Board of Directors of the Company have appointed M/s. Vijender Sharma
& Co., Cost Accountants, as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial
year ending March 31, 2017 (FY 2016-17) pursuant to the provisions of Section 148 and other applicable provisions, if any, of the
Companies Act, 2013 ('Act') read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof, for the time being in force).
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Directors of
the Company, has to be approved by the shareholders of the Company.
The Board of Directors of the Company recommend the passing of the resolution set out under Item No. 5 of the Notice as an
Ordinary Resolution.
None of the Directors or Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested,
financially or otherwise, in this resolution.
97
Details of Directors seeking Appointment/Re-appointment at the Annual General Meeting
(Pursuant to Secretarial Standards - 2, Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 & Companies Act, 2013)
Particulars Mr. Sushil Suri Ms. Archana S. Bhargava

Date of Birth 18.01.1964 14.02.1955
Age 52 61
Qualifications FCA, B.Sc. M.Sc., B.Sc.
Date of first appointment 01.02.1992 04.11.2015
Expertise in specific functional areas Wide experience of more than 25 years in the various Wide professional and technical
fields including finance, operations, management and expertise of more than 39 years
managerial entrepreneurship in the pharmaceutical in the banking & corporate
and hospitality industry. industry.
Directorships in other Companies • Square Investments and Financial Services Mrs. Bectors Food Specialities
(excluding foreign companies) Private Limited Limited
• Concept Credits and Consultants Private Limited
• Liquid Holdings Private Limited
• Brook Investments and Financial Services Private
Limited
• Seed Securities and Services Private Limited
• Scope Credits and Financial Services Private
Limited
• Epitome Holdings Private Limited
• Blue Coast Hotels Limited
• React Investments and Financial Services Private
Limited
• Shivalik Pesticides and Chemicals Private Limited
• Silver Resort Hotel India Private Limited
Memberships/Chairmanships of 1 Nil
Board Committees in other
Companies (includes only
Audit Committee and Stakeholders
Relationship Committee)
Number of shares held in the 55,01,510 Nil
Company
DIN 00012028 02505308
No. of meetings of Board attended 4 2
during the year and other
directorships
Relationship with other Directors, Nil Nil
Manager and Key Managerial
Personnel of the Company
Terms and conditions of Chairman & Managing Director, liable to retire by Non-Executive Director, liable to
appointment rotation retire by rotation
98
ROUTE MAP TO THE AGM VENUE
Morepen
Laboratories Ltd.
Baddi
Masulkhana
Parwanoo
Pinjore
Chandigarh/
Panchkula
from Delhi
(Map not to scale)
99
&
Regd. Off: Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P. - 173 205
Form No. MGT 11

PROXY FORM
[Pursuant to Section 105 (6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the Member(s): .......................................................................................................................................................
Registered address:.................................................................................................................................................................
E-mail Id: ................................................................................ Folio No. /DP ID & Client ID:.................................................
I/We, being the member(s) of the above named company holding .................. shares of Rs. ............. each, hereby appoint
1) Name: .............................................................................. E-mail Id: ..........................................................................

Address: ...........................................................................
......................................................................................... Signature: or failing him/her
2) Name: .............................................................................. E-mail Id: ..........................................................................
Address: ...........................................................................
......................................................................................... Signature:
as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 31st Annual General Meeting of the
Company, to be held on Friday, the 23rd day of September, 2016 at 10.30 a.m. at the Registered Office of the Company at
&
Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P. - 173 205 and at any adjournment thereof in respect of such
resolutions as are indicated below:
Res. Description For Against
No.
1. Receive, consider and adopt the Audited Financial Statements, including Consolidated Financial
Statements, of the Company for the financial year ended March 31, 2016 together with the reports
of the Directors' and Auditors' thereon.
2. Appointment of Director in place of Mr. Sushil Suri (DIN: 00012028), who retires by rotation at this
Annual General Meeting and being eligible, offers himself for re-appointment.
3. Appointment of M/s M. Kamal Mahajan (FRN: 006855N) as Statutory Auditors of the Company.
4. Appointment of Ms. Archana S. Bhargava (DIN: 02505308) as the Director of the Company.
5. Approval of appointment and remuneration of M/s. Vijender Sharma & Co., Cost Accountants,
as the Cost Auditors of the Company for the financial year ending March 31, 2017.
Signed this ............. day of .................... 2016. Signature of Member(s): .......................................

Affix
Revenue
Stamp
NOTES :
1) Please put a 'X' in the appropriate column against the respective resolutions. If you leave the 'For' or 'Against' column blank
against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.
2) Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than
fifty (50) members and holding in the aggregate not more than ten percent (10%) of the total Share Capital of the Company
carrying voting rights. A member holding more than ten percent (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 any other member.
3) This form of proxy in order to be effective should be duly completed, stamped, signed and deposited at the Registered Office
of the Company, not less than 48 hours before the commencement of the meeting.
100
&
Regd. Off: Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P. - 173205
E-COMMUNICATION REGISTRATION FORM
Dear Shareholders,
You are aware that majority of the provisions of Companies Act, 2013 have been made effective from April 1, 2014. Pursuant to
Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules issued thereunder, Companies can serve
Annual Reports, Notices and other communications through electronic mode to those shareholders who have registered their
email address either with the Company/RTA or with the Depository.
It is a welcome move that would benefit the society at large, as this will reduce paper consumption to a great extent and allow
shareholders to contribute towards a greener environment. This provides a golden opportunity to every shareholder of Morepen
Laboratories Limited to contribute to the cause of 'Green Initiative' by giving their consent to receive various communications
from the Company through electronic mode.
We therefore invite all our shareholders to contribute to the cause by filling up the form given below to receive communication
from the Company in electronic mode. You can also download the appended registration form from the website of the
Company www.morepen.com.
[Please note that as a Member of the Company, you will be entitled to receive all such communication in physical form, upon
request.]
Best Regards,
&
Sd/-
Sushil Suri
E-COMMUNICATION REGISTRATION FORM
Folio No. /DP ID & Client ID: ...............................................................................................................................................
Name of the 1st Registered Holder: .......................................................................................................................................
Name of the Joint Holder[s]: (1) ........................................................................... (2) ..........................................................
Registered Address: ............................................................................................................................................................
E-mail ID (to be registered): ............................................................. M o b . / T e l . N o . :

...........................................................
I/We shareholder(s) of Morepen Laboratories Limited hereby agree to receive communications from the Company in
electronic mode. Please register my above E-mail ID in your records for sending communications in electronic form.
&
Date: ...................................................................... Signature: ..................................................................
102

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CORPORATE INFORMATION

Chairman & Managing Director Auditors

Whole-time Director Cost Auditor

Independent Directors Secretarial Auditor

Director Registrar & Share Transfer Agent

Chief Financial Officer Company Secretary

Registered Office Corporate Office

REVIEW OF PERFORMANCE Current year's operating surplus of Rs. 6,537.57 Lacs is up by

For and on behalf of Board of Directors

Name of the Title Remuneration Remuneration % increase of Excl. MP Incl. MP

For and on behalf of Board of Directors

For and on behalf of Board of Directors

This 'Nomination and Remuneration Policy for Directors, DEFINITIONS:

Due to reasons for any disqualification mentioned in 3) The remuneration/compensation/commission

For and on behalf of Board of Directors

To, Management representation about the compliance of

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

B. Remuneration to other Directors:

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

For and on behalf of Board of Directors

For and on behalf of Board of Directors

1. Company'S PHILOSOPHY ON CORPORATE GOVERNANCE

4. NOMINATION AND REMUNERATION COMMITTEE

Details of Extra Ordinary General Meetings (EGMs):

l). Market Price Data :

(Source: Official website of BSE & NSE)

Nifty Sensex Morepen

n). Distribution of shareholding as on March 31, 2016

Upto 5,000 1,24,573 91.83 8,21,02,568 18.25

5,001-10,000 6,794 5.01 2,39,23,841 5.32

10,001-20,000 2,447 1.80 1,80,24,166 4.01

20,001-30,000 643 0.47 81,69,728 1.81

30,001-40,000 313 0.23 56,59,116 1.26

40,001-50,000 202 0.15 46,18,384 1.03

50,001-1,00,000 383 0.28 1,36,61,939 3.04

1,00,001 and above 309 0.23 29,36,66,461 65.28

Total 1,35,664 100.00 44,98,26,203 100.00

Type of Security Date of Conversion/Redemption Likely impact on Equity

12. EQUITY SHARES IN THE SUSPENSE ACCOUNT

DECLARATION PURSUANT TO PART D OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS

For Morepen Laboratories Limited

Ajay Sharma Sushil Suri

For PD and Associates

(e) on the basis of the written representations received

UCO Bank 116.08 1 Day 96.71 Less than 3 months

Karur Vysya Bank 28.28 1 Day 24.31 Less than 3 months

Exim Bank 75.00 1 Day 64.51 Less than 3 months

SICOM Ltd. 88.30 1 Day 8.16 Less than 3 months

IFCI Ltd. 45.72 20 Months 6.88 12 Months

Annexure - B to the Auditors' Report

For M.Kamal Mahajan And Co. (Sushil Suri) (Manoj Joshi)

(M.K. Mahajan) (Ajay Sharma) (Thomas P. Joshua)

For M.Kamal Mahajan And Co. (Sushil Suri) (Manoj Joshi)

(M.K. Mahajan) (Ajay Sharma) (Thomas P. Joshua)

For M.Kamal Mahajan And Co. (Sushil Suri) (Manoj Joshi)

(M.K. Mahajan) (Ajay Sharma) (Thomas P. Joshua)

B. Reconciliation of the number and amount of Equity shares - (Rs. in Lacs)